The following general business terms apply to all legal business between GermanFit GmbH, hereinafter referred to as the “Agency and their contractual partners, hereinafter referred to as the “Customer”. The Customer’s general business terms only apply insofar as the Agency has given its express written consent for such. For any follow-up orders, it is not necessary for the Agency to provide the Customer with a new copy of the general business terms.
CONCLUSION OF CONTRACT
2.1 All offers made by the Agency are non-binding.
2.2 Upon placing an order, the Customer makes a binding offer to conclude a contract.
2.3 The contract only takes effect upon written confirmation by the Agency.
2.4 Any additional agreements, supplements or amendments require written form in order to take effect.
REMUNERATION, PAYMENT CONDITIONS
3.1 All prices are net amounts, which are to paid in addition to the legal VAT.
3.2 Of the remuneration agreed upon in the contract, only the services and quantities listed in the Agency’s contract confirmation are listed.
3.3 Any separate or additional orders placed by the Customer after conclusion of the contract are to be remunerated separately.
3.4 Expenses for using copyright-protected third-party services or subcontractors, artists etc. will be billed to the Customer separately.
3.5 Subject to another written agreement, travel and other expenses arising in connection with the order are to be compensated by the Customer.
3.6 The remuneration is, unless otherwise agreed, to be paid within 14 days of the invoice date. If the Customer defaults in their payment, the Agency is, in accordance with § 288 Para. 2 of the German Civil Code (BGB), entitled to charge a default interest of 8% in addition to the basic rate of interest set by the ECB. The Agency reserves the right to invoke further measures as a result of damage by delay.
3.7 The right to offset or assert the right of retention against the Agency’s remuneration claim is limited to recognised or legally established counterclaims by the Customer.
COPYRIGHT AND RIGHTS OF USE
4.1 Every order placed to the Agency is a copyright contract, within the meaning of the German Copyright Law (UhrG). The provisions of §§ 2, 31 UrhG in conjunction with § 631 ff. BGB apply.
4.2. The provisions of UhrG also apply if the required level of creation, in accordance with § 2 UhrG, is not met.
4.3 Original or reproduced text, graphics and designs may not be changed without the express consent of the Agency. Any reproduction, even from part of the work, is not permitted. Upon infringement, the Agency is entitled to demand that the Customer pay compensation in the sum of 3 times the agreed remuneration.
4.4. The work may only be used in the ways, for the purposes and to the extent agreed. Unless otherwise agreed, use is territorially limited to within the Federal Republic of Germany. Any other or further use requires prior written consent from the Agency and is only permitted upon agreeing an additional usage fee.
4.5 Customer drafts or suggestions do not qualify as a right of use or joint ownership of copyright.
4.6 Unless otherwise agreed, the simple right of use will be transferred. Passing on the right of use to third parties requires written agreement. The rights of use for the work are only transferred to the Customer upon the complete payment of the agreed remuneration and expenses.
4.7 The Agency has the right to be named as the owner on the reproduced pieces. If the right to be credited is violated, the Agency is entitled to damages in the sum of 100% of the agreed remuneration. The Customer reserves the right to prove limited damage. General business terms GTC
5.1 The Agency is obligated to conduct the contract with the greatest level of care.
5.2 The Agency is only liable for malice and gross negligence. If the Agency requires external services for the order, such subcontractors are not vicarious agents of the Agency.
5.3 The Agency is not responsible for the legal assessment of the text. It is not liable for the legal admissibility or legal trademark registrability of its work.
5.4 The Customer is therefore responsible for ensuring that usage does not violate any personal rights, copyrights or other third party rights. Unless the Agency ensures expressly in writing that persons represented in photographs or owners or the rights to works represented have given their consent to publication, the Customer is obligated to obtain the required consent / publication authorisation. The templates (image materials etc.) provided by the Customer are used under the prerequisite that the Customer is entitled to use them.
5.5 When the Customer authorises drafts, it takes over responsibility for the images and text within.
Customer to be shown. Upon expiry of the term, the work is to be considered as without complaint.
6.1 The place of fulfillment and jurisdiction for any disputes arising from the contractual relationship is Duisburg.
6.2 The law of the Federal Republic of Germany applies. The use of international commerce law is excluded.
6.3 The ineffectiveness of one of the abovementioned provisions does not affect the legal validity of the remaining provisions. The parties are obliged to replace the ineffective provision by a legally reliable rule, which is economically as close as possible to the ineffective provision.