AGB

1. remuneration, payment, ancillary copyright, deadlines

1.1 Remuneration

Unless otherwise agreed, remuneration shall be calculated on a time and material basis at the provider's prices generally applicable at the time the contract is concluded. Remuneration is always net prices plus statutory VAT.

1.2 Billing

The provider can invoice on a monthly basis. If services are remunerated on a time and material basis, the provider shall document the type and duration of the activities and send this documentation with the invoice.

1.3 Terms of payment

All invoices are to be paid without deduction no later than 7 calendar days after receipt free paying agent. The customer may only offset or withhold payments due to defects insofar as he is actually entitled to payment claims due to material defects or defects of title in the service. The customer may withhold payments due to other claims for defects only to a proportionate extent, taking into account the defect. The customer has no right of retention if his claim for defects is time-barred. Otherwise, the customer may only offset or exercise a right of retention against undisputed or legally established claims.

1.4 Retention of title

The Provider reserves the right of ownership and the rights to be granted to the services until the remuneration owed has been paid in full. The provider is entitled to prohibit the customer from further use of the services for the duration of the customer's default in payment. The Provider may only assert this right for a reasonable period of time, generally for a maximum of 6 months. If the customer or the customer's buyer returns the services, the acceptance of the services does not constitute a withdrawal by the provider unless the provider has expressly declared the withdrawal. The customer may neither pledge nor assign by way of security items subject to retention of title or title reservation.

1.5 Transfer of rights of use

The customer is obliged to impose the contractually agreed restrictions on the recipient in the event of a permissible transfer of rights of use to deliveries and services.

1.6 Terms of payment

If the customer fails to settle a due claim in full or in part by the contractual payment date, the provider may revoke agreed payment terms for all claims. The Provider is also entitled to provide further services only against advance payment or against security in the form of a performance bond from a credit institution or credit insurer authorized in the European Union. The advance payment must cover the respective billing period or - in the case of one-off services - their remuneration.

1.7 Economic inability of the customer

If the customer is financially unable to fulfill its obligations to the provider, the provider may terminate existing exchange contracts with the customer by rescission, and continuing obligations by termination without notice, even if the customer files for insolvency. The customer shall inform the provider in good time in writing of any impending insolvency.

1.8 Fixed performance dates

Fixed performance dates shall only be expressly agreed in documented form. The agreement of a fixed performance date is subject to the proviso that the provider receives the services of its respective upstream suppliers on time and in accordance with the contract.

2. cooperation, duty to cooperate, confidentiality

2.1 Contact person

The customer shall name a responsible contact person to the provider. Unless otherwise agreed, communication between the customer and the provider shall take place via this contact person. The contact persons must bring about all decisions relating to the execution of the contract without delay. The decisions shall be documented in a binding manner.

2.2 Support and provision

The Customer shall be obliged to support the Provider to the extent necessary and to create all conditions necessary for the proper execution of the order in its sphere of operation. If it is agreed in the contract that services can be provided on site at the customer's premises, the customer shall provide sufficient workplaces and work equipment free of charge at the provider's request.

2.3 Data backup

Unless otherwise agreed, the customer must ensure that his data is backed up before the order is executed. The provider must inform the customer that it is necessary to carry out a data backup before commencing the execution of the order.

2.4 Confidentiality

The Provider undertakes to keep confidential all knowledge of the Customer's trade and business secrets that it obtains in the course of performing the contract. The Provider may only grant access to the Customer's trade and business secrets to those employees who are obliged to maintain confidentiality. The Provider shall also demand confidentiality from its subcontractors. The duty of confidentiality shall survive the termination of the contract. It shall only expire if and to the extent that the knowledge contained in the trade and business secrets is generally known.

3. service disruptions

3.1 Impossibility

Services provided by the provider must be confirmed in writing by the provider and the customer without delay. If a service of the provider is impossible because it is not provided for reasons for which the provider is responsible, the customer shall be entitled to a replacement service. In this case, services shall be deemed not to have been provided in accordance with the contract.

3.2 Delays

If a delay occurs in services for which the provider is responsible and if the delay is of considerable importance for the customer, the customer may withdraw from the contract, setting a reasonable deadline and threatening to refuse performance. The customer is entitled to compensation for proven damages, unless the provider is not responsible for the delay.

3.3 Force majeure

The provider is responsible for force majeure if the cause of the disruption already existed when the contract was concluded. In cases of force majeure, the performance obligations shall be suspended for the duration of the disruption and to the extent of its effect. If the disruption is of significant importance to the customer, the customer may withdraw from the contract. The customer is entitled to compensation for proven damages, unless the provider is not responsible for the disruption.

3.4 Malfunction

Operational disruptions affecting the provider's performance obligations, such as strikes, lockouts, official orders, energy difficulties, delays in the delivery of essential materials or traffic disruptions, shall release the provider from the obligation to perform for the duration of the disruption and to the extent of its effect. This also applies if the disruption occurs at the provider's suppliers or its subcontractors. The Provider shall notify the Customer of the disruption in writing without delay.

4. acceptance, claims for defects, guarantees

4.1 Acceptance

The customer must confirm acceptance of services to the provider. If the Provider's services do not meet the contractual requirements at the time of or until acceptance by the Customer, the Provider shall be entitled to rectification of the defects within a reasonable period of time. The Provider may extend the deadline if this is necessary due to the nature of the defect.

4.2 Claims for defects

The customer's claims for defects presuppose that the customer has duly accepted the services. The customer must report recognizable defects in writing within 7 calendar days of acceptance, hidden defects within the statutory limitation periods. The assertion of claims for defects does not entitle the customer to withhold agreed payments or to offset them. The provider has the right to remedy its defective services by subsequent performance. The provider must be set a reasonable deadline for this. If the provider does not fulfill its obligation to provide supplementary performance within the set period, the customer may withdraw from the contract. The customer is entitled to compensation for the proven damages, unless the provider is not responsible for the non-fulfillment. In the case of insignificant defects, the customer shall only be entitled to a reduction in payment.

4.3 Guarantees

A guarantee is only valid if it has been agreed in writing. A guarantee cannot limit the customer's statutory warranty rights.

5. liability

5.1 Limitation of liability

The liability of the provider for damages of the customer from a delay, a breach of duty during contract negotiations and unauthorized action is excluded, as far as it does not concern damages caused intentionally or by gross negligence or damages from injury to life, body or health.

5.2 Limitation of liability

In the event of a breach of material contractual obligations, the Provider shall be liable for any negligence, but only up to the amount of damage foreseeable at the time of conclusion of the contract and typical for the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely.

5.3 Duty to cooperate

The customer is obliged to cooperate in order to minimize damage as far as possible.

6 Prices and terms of payment

6.1 Prices

The prices are set out in the order confirmation. If no remuneration has been agreed, the service shall be provided free of charge.

6.2 Terms of payment

The terms of payment shall be specified in the order confirmation. Unless otherwise agreed, invoices must be paid within [payment period] days of the invoice date without deduction.

6.3 Delay

If the customer is in default, the provider is entitled to demand default interest in the amount of [interest rate]% above the respective base interest rate. The right to claim further damages remains reserved.

7. reservation of title

Delivered goods remain the property of the supplier until full payment has been made.

8. final provisions

8.1 Place of fulfillment

The place of performance for all obligations arising from this contract is the registered office of the provider.

8.2 Place of jurisdiction

The place of jurisdiction for all disputes arising from this contract is [place of jurisdiction].

8.3 Applicable law

This contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.4 Severability clause

Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.

8.5 Amendments and additions

Amendments and supplements to this contract must be made in writing. This also applies to the waiver of this written form requirement.

1 Remuneration, Payment, Protection of Performance, Deadlines

1.1 Remuneration

Unless otherwise agreed, remuneration shall be calculated on a time and materials basis at the prices generally valid at the time of contract conclusion by the provider. Remuneration is generally net prices plus legally applicable value-added tax.

1.2 Invoicing

The provider may invoice on a monthly basis. When services are remunerated on a time and materials basis, the provider shall document the nature and duration of the activities and submit this documentation with the invoice.

1.3 Payment Terms

All invoices must be paid without deduction within 7 calendar days of receipt, to the payment office. The customer may only set off or withhold payments due to defects to the extent that it actually has payment claims due to material or legal defects in the performance. For other defect claims, the customer may only withhold payments in a proportionate amount considering the defect. The customer has no right of retention if its defect claim is time-barred. In all other respects, the customer may only set off against undisputed or legally established claims or exercise a right of retention.

1.4 Retention of Title

The provider reserves ownership and rights to the services until full payment of the agreed remuneration has been received. In the event of a payment default by the customer, the provider is entitled to prohibit the customer from further using the services. The provider can only exercise this right for a reasonable period, usually up to a maximum of 6 months. If the customer or its buyers return the services, acceptance of the services does not constitute a withdrawal by the provider unless the provider has expressly declared a withdrawal. The customer may not pledge or assign objects subject to retention of title or encumbrance.

1.5 Transfer of Usage Rights

The customer is obligated to impose the contractually agreed restrictions on recipients when transferring usage rights to deliveries and services.

1.6 Payment Conditions

If the customer fails to settle a due claim by the contractual payment date, the provider may revoke agreed payment terms for all claims. Furthermore, the provider is entitled to provide additional services only against advance payment or security by providing a guarantee from a credit institution or credit insurer authorized in the European Union. The advance payment must cover the respective billing period or, in the case of one-time services, their remuneration.

1.7 Economic Incapacity of the Customer

In the event of the customer's economic incapacity to fulfill its obligations to the provider, the provider may terminate existing exchange contracts with the customer by withdrawal, and continuing obligations by termination, even in the case of an insolvency application by the customer. The customer shall inform the provider in writing of any impending insolvency in a timely manner.

1.8 Fixed performance dates

Fixed performance dates should only be agreed upon explicitly in documented form. The agreement of a fixed performance date is subject to the condition that the provider receives the services from its respective upstream suppliers in a timely and contract-compliant manner.

2 Cooperation, Obligations to Cooperate, Confidentiality

2.1 Contact Persons

The customer shall designate a responsible contact person for the provider. Communication between the customer and the provider shall, unless otherwise agreed, take place through these contact persons. The contact persons shall promptly make all decisions related to contract performance. The decisions shall be documented and binding.

2.2 Support and Provision

The customer is obligated to support the provider as required and to create all necessary conditions for proper contract performance within its operational sphere. If the contract provides for on-site services at the customer's premises, the customer shall, at the request of the provider, provide sufficient workspaces and equipment free of charge.

2.3 Data backup

Unless otherwise agreed, the customer shall be responsible for backing up its data before the start of contract performance. The provider shall inform the customer before the start of contract performance that data backup is necessary.

2.4 Confidentiality

The provider undertakes to keep confidential all knowledge acquired in the course of contract performance regarding the customer's business and trade secrets. The provider shall only grant access to the customer's business and trade secrets to employees who are bound to confidentiality. The provider shall also require confidentiality from its subcontractors. The obligation of confidentiality shall continue beyond the termination of the contract and shall only cease when and to the extent that the knowledge contained in the business and trade secrets has become generally known.

3. service failures

3.1 Impossibility

The provider and the customer shall promptly confirm services in writing. If a service by the provider is impossible because it is omitted for reasons attributable to the provider, the customer shall be entitled to substitute performance. In this case, services shall be deemed not to have been rendered in accordance with the contract.

3.2 Delays

If delays occur in services attributable to the provider, and if the delay is of significant importance to the customer, the customer may withdraw from the contract after setting a reasonable deadline with notice of refusal. The customer shall be entitled to compensation for proven damages unless the provider is not responsible for the delay.

3.3 Force Majeure

The provider is responsible for force majeure if the cause of the disruption already existed at the time of contract formation. In cases of force majeure, the obligation to perform shall be suspended for the duration of the disruption and to the extent of its effect. If the disruption is of significant importance to the customer, it may withdraw from the contract. The customer shall be entitled to compensation for proven damages unless the provider is not responsible for the disruption.

3.4 Operational disruption

Operational disruptions of the provider that affect its performance obligations, such as strikes, lockouts, official orders, energy difficulties, delays in the delivery of essential materials, or traffic disruptions, release the provider from the obligation to perform for the duration of the disruption and to the extent of its effect. This also applies if the disruption occurs with upstream suppliers of the provider or its subcontractors. The provider shall promptly notify the customer in writing of the operational disruption.

4 Acceptance, Warranty Claims, Guarantees

4.1 Acceptance

The customer shall confirm the acceptance of services to the provider. If the provider's services do not meet the contractual requirements at the time of acceptance by the customer or up to acceptance, the provider shall be entitled to rectify defects within a reasonable period. The provider may extend the deadline if necessary due to the nature of the defect.

4.2 Warranty Claims

Warranty claims by the customer require proper acceptance of services by the customer. Visible defects must be reported in writing within 7 calendar days after acceptance, and hidden defects within the statutory limitation periods. The assertion of warranty claims does not entitle the customer to withhold agreed remuneration or set-off. The provider has the right to remedy its defective services through subsequent performance. The provider shall be given a reasonable deadline for this purpose. If the provider fails to fulfill its obligation for subsequent performance within the set deadline, the customer may withdraw from the contract. The customer shall be entitled to compensation for proven damages unless the provider is not responsible for non-performance. In the case of minor defects, the customer shall only be entitled to a reduction in remuneration.

4.3 Guarantees

A guarantee is only valid if it is agreed upon in writing. A guarantee cannot limit the customer's statutory warranty rights.

5. liability

5.1 Limitation of Liability

The provider's liability for damages incurred by the customer due to delay, breach of duty in contract negotiations, and unlawful acts is excluded, unless the damages were caused intentionally or through gross negligence, or due to injuries to life, body, or health.

5.2 Limitation of Liability

In the event of a breach of material contractual obligations, the provider shall be liable for any negligence but only up to the amount of damages that were foreseeable and typical at the time of contract conclusion. Material contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the customer regularly relies and may rely.

5.3 Duty to Cooperate

The customer is obligated to cooperate in the event of damage to minimize damages.

6 Prices and Payment Conditions

6.1 Prices

Prices are determined in the order confirmation. If no remuneration is agreed, the service is provided free of charge.

6.2 Payment Conditions

Payment conditions are set out in the order confirmation. In the absence of any other agreement, invoices must be paid within [payment period] days from the invoice date without deduction.

6.3 Default

If the customer falls into default, the provider is entitled to demand default interest at a rate of [interest rate]% above the respective base rate. The assertion of further damages is reserved.

7. retention of title

Delivered goods remain the property of the provider until full payment is received.

8. final provisions

8.1 Place of Performance

The place of performance for all obligations arising from this contract is the registered office of the provider.

8.2 Jurisdiction

The place of jurisdiction for all disputes arising from this contract is [jurisdiction].

8.3 Applicable Law

This contract shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

8.4 Severability Clause

If individual provisions of this contract are or become ineffective, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace the ineffective provision with an effective regulation that comes closest to the economic purpose of the ineffective provision.

8.5 Amendments and Supplements

Amendments and supplements to this contract require written form. This also applies to the waiver of this written form requirement.