General terms and conditions

§ 1 SCOPE OF THESE TERMS AND CONDITIONS

These terms and conditions apply exclusively to all contracts between PRINT&COFFEE [“Contractor”] and its contractual partners [“Client”]. The terms and conditions form part of every contract unless the parties agree otherwise in writing. Deviating terms and conditions of the Client shall not apply. This also applies if the Contractor does not expressly object to the Client’s terms and conditions.

§ 2 SUBJECT MATTER OF THE CONTRACT

The parties determine the subject matter of the contract by individual agreement [“Work”]. The subject matter may in particular include services relating to websites, as well as general design, layout and conception. The Contractor only owes services that have been expressly agreed individually by the parties. The Contractor has creative freedom within the scope of the accepted assignment.

§ 3 OBLIGATIONS OF THE CLIENT

[1] The Client is obliged to cooperate appropriately throughout the entire period of collaboration with the Contractor. Appropriate cooperation includes in particular the timely provision of all data and information required for the previously individually agreed work assignment. If the Client fails to fulfil this obligation and the performance of the assignment is delayed as a result, the Contractor shall not be responsible for the consequences of the delay.

[2] The Client is obliged to provide any texts in digital form. If texts [concepts, wireframes etc.] are nevertheless delivered in paper form or as a scan, this will be billed by the Contractor according to the actual effort at the hourly rate agreed between the parties. If the parties have not agreed an hourly rate, § 4 (3) sentence 4 of these terms and conditions shall apply.

[3] The Client warrants that the material made available to the Contractor does not infringe any third-party rights. Should third parties assert a violation of their rights against the Contractor, the Client shall indemnify the Contractor against all resulting damages and costs, including court and settlement costs and the costs of legal advice that the Contractor reasonably deems necessary.

§ 4 REMUNERATION

[1] Unless the parties expressly agree otherwise, all services that the Contractor provides for the Client are subject to remuneration.

[2] Remuneration for the Work provided is based on the offer submitted to the Client. Offers by the Contractor are always non-binding. Orders are accepted with a written order confirmation under the conditions of these terms and conditions. Special conditions or deviations agreed orally or by email require written form pursuant to § 126b BGB and must be confirmed in writing by the Contractor to be valid.

[3] If the parties have not agreed on remuneration, remuneration in the case of design services consists of a fee for the concept as well as a fee for its implementation and, if contractual use of the services is specified, a usage fee. The amount of the usage fee depends on the scope of the contractually specified use. Remuneration is based on the currently applicable collective agreement for design services. For services other than design services, billing is based on an hourly rate of €80 plus VAT according to actual effort.

[4] If the Client requests changes and/or additions during or after performance, the Client shall bear the additional costs.

[5] Special services, such as changes, additions or revisions of drafts or final artwork ready for acceptance, production supervision, print supervision and/or photos etc., must be agreed and remunerated separately. Subject to a different agreement between the parties, these will be billed according to actual effort at the hourly rate agreed between the parties. If the parties have not agreed an hourly rate, § 4 (3) sentence 4 of these terms and conditions shall apply.

[6] Unless otherwise agreed, expenses for incidental costs, such as licensing of photos or printing costs, shall be borne by the Client.

[7] The Client shall bear travel costs and expenses if travel is necessary to fulfil the contract and has previously been coordinated with the Client.

§ 5 DUE DATE OF REMUNERATION; ACCEPTANCE

[1] Subject to a different agreement, remuneration is due upon delivery of the Work.

[2] If the ordered work is accepted in parts, a corresponding partial remuneration is due upon each partial acceptance.

[3] If an order extends over a period of more than 3 months or requires the Contractor to make financial advance payments amounting to the agreed remuneration, reasonable instalment payments shall be made, namely 50% of the total remuneration upon placing the order and 50% after completion of the work.

[4] Acceptance may in particular not be refused for design or artistic reasons. Acceptance must be declared in text form [§ 126b BGB]. Despite the lack of express acceptance, acceptance shall be deemed to have taken place if the Client has not expressly refused acceptance within the deadline.

§ 6 NON-ACCEPTANCE

If the Client refuses acceptance, the Client shall provide the Contractor with a list of all defects preventing acceptance. After a reasonable period, the Contractor shall provide a defect-free and acceptable work performance. In the subsequent inspection, only the recorded defects will be examined, insofar as they can be the subject of an isolated inspection according to their function. If acceptance fails at least twice, the Client may assert the rights to which it is entitled by law. The Contractor reserves the right to claim remuneration for work already started/performed and free of defects.

§ 7 RIGHTS OF USE

[1] Every order placed with the Contractor is a copyright work contract aimed at granting rights of use to its work services. The provisions of §§ 2, 31 UrhG in conjunction with the work contract provisions of the BGB shall apply.

[2] German copyright law applies to drafts and implementations by the Contractor as intellectual creations. The provisions of copyright law also apply if the level of creation required under § 2 UrhG is not reached.

[3] The services, in particular drafts and final artwork, may not be altered either in the original or in reproduction without the express written consent of the Contractor. Any imitation – including in parts – is not permitted.

[4] The Client may use the services, in particular drafts and final artwork, in terms of content, time and place only within the contractually agreed scope of use. If the Client subsequently wishes to expand the scope of use, this requires the prior express written consent of the Contractor – if the Contractor permits the extended use, it must be remunerated separately. In case of doubt, only a simple right of use is granted.

[5] Suggestions and specifications by the Client or other supporting measures do not establish co-authorship. Creative contributions by the Client do not impair the contractual rights and claims of the Contractor unless expressly agreed otherwise.

[6] The granting of rights of use only becomes effective pursuant to § 158 (1) BGB when the Client has fully paid the remuneration owed including previous expenses.

[7] Any (partial) transfer of rights of use to third parties requires the express prior written consent of the Contractor.

§ 8 OBLIGATION TO CREDIT

The Contractor has the right to be named as author on the reproductions. If this right is violated, the Contractor is entitled to claim damages. Subject to proof of higher damage, damages amount to 100% of the agreed remuneration. The Client has the right to prove that no damage or lesser damage has occurred. If successful, the amount of damages shall be reduced accordingly.

§ 9 DEFECTS

[1] For defects regarding the Work owed by the Contractor, the Contractor is liable in accordance with the statutory provisions of sales law [§§ 434 et seq. BGB]. Furthermore, the Contractor is also liable for ensuring that the Work owed corresponds to the contractual specifications and the concept in the form approved by the Client.

[2] The Client shall examine the Work immediately after delivery or making it accessible on the internet by the Contractor, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, notify the Contractor immediately.

[3] If the Client fails to give notice, the Work shall be deemed approved, unless it is a defect that was not recognisable during the examination.

§ 10 LIABILITY

[1] The Contractor is liable for damages only in cases of intent or gross negligence. The Contractor is not liable for slight negligence. The above restriction does not apply to damages arising from injury to life, body or health or from the breach of a duty whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely [cardinal duty], or if the Contractor has assumed a guarantee of quality or fraudulently concealed a defect, or if damages under the Product Liability Act are to be compensated. In the event of a breach of essential contractual obligations, damages are limited to the typically foreseeable damage under the contract.

[2] The above limitation of liability also applies to the Contractor’s vicarious agents.

[3] The Contractor is not liable for services approved by the Client. In particular, the Contractor is not liable for factual statements about the Client’s products and services contained in advertising, PR and communication statements that the Contractor has received and adopted from the Client.

§ 12 FINAL PROVISIONS

[1] All amendments or additions to these terms and conditions require written form to be effective. Should these terms and conditions contain invalid provisions, the validity of the remaining provisions shall remain unaffected. The parties are obliged to replace the invalid provision with a valid one that,

[2] taking into account the economic interests of both parties, comes closest to it.

[3] German law shall apply exclusively to this contract, excluding the UN Convention on Contracts for the International Sale of Goods.

[4] The place of jurisdiction for all disputes arising from or in connection with this contract is Potsdam [Germany].

As of: December 2019