Terms and conditions
GENERAL TERMS AND CONDITIONS OF BUSINESS
Granny&Smith GmbH & Co. KG and Granny&Smith Interactive GmbH & Co. KG, Poststraße 1 –3, 26122 Oldenburg (referred to hereafter as Granny&Smith for simplicity)
§ 1 General Terms
1. The following General Terms and Conditions of Business (Ts&Cs) apply to any legal transactions, services and deliveries supplied by Granny&Smith, provided the Client is an entrepreneur, a corporate body under public law or a special fund under public law.
The Ts&Cs can be viewed, printed out, downloaded and saved by the Client at https://www.grannyandsmith.com/terms-and-conditions
2. The following Ts&Cs apply also to future business transactions.
3. These Ts&Cs apply exclusively, and any differing or contrary Ts&Cs which the Client may have will not be recognized.
4. Any agreements with the Client made occasionally for specific situations (including secondary agreements, additions and amendments) shall in every event have precedence over these Ts&Cs.
5. Any legally relevant declarations or notifications which the Client has to give to Granny&Smith after concluding the agreement (such as deadlines issued, notifications of defects, declarations of withdrawal or price reductions) must be made in writing tobe valid.
6. References to the validity of legal regulations are for clarifications purposes only. Even without such clarifications, the legal regulations apply, provided they are not directly amended or expressly excluded by these Ts&Cs.
§ 2 2 DUTY TOPERFORM AND ISSUING ORDERS
1. Our offers are non-binding and subject to change.
2. The content and scope of services rendered to each party shall be defined by the Order and the description of services contained in the Order.
3. Granny&Smith is entitled to a reasonable extent to appoint third parties for the fulfilment of the work assigned.
4. Granny&Smith’s services do not include furnishing the ability to protect or register work under patent, model, copyright or trademark law, or ensuring that the design work done is legally unobjectionable.If the Client so wishes, Granny&Smith can appoint a third party to assess legal permissibility on behalf of and for the account of the Client.
5. Outside services required to fulfil the Order shall be commissioned by Granny&Smith in the Client’s name and for the Client’s account, following approval by the Client. If Granny&Smith occasionally commissions this kind of outside service on its own behalf and for its own account, then the Client shall indemnify Granny&Smith against any resulting liabilities.
6. If an Order is issued without a fee being agreed upon, Granny&Smith is entitled to invoice the work it does on an hourly wage basis. The same applies if the Client makes amendments or additions after the Order is placed.
7. Granny&Smith shall undertake the work assigned to it with technical and commercial diligence, according to the best of its knowledge and observing the generally recognized principles of advertising.
8. Work that is ready for inspection shall be supplied or made available to the Client on a suitable data carrier, or in another suitable form.
3The work must be checked and approved immediately by the Client.
9. The Client is obliged to inspect contractually performed work in compliancewith § 640 BGB (German Civil Code). If the Client does not inspect the work within a reasonable period of time allotted by Granny&Smith, even though it is obliged to do so, then this itself shall count as approval.
§ 3 DUTY TO COLLABORATE
1. The Clientis obliged to collaborate. It shall instruct and assist Granny&Smith in the work that is to be done. The Client is obliged to provide Granny&Smith with any data, information and templates required to do the work, in a suitable form. This includes, in particular, technical statements about the Client’s products and services, and information about legal regulations that apply to the Client’s products and services.
2. If the Client gives Granny&Smith templates or documents, then the Client hereby states that it is entitled to hand out and use these templates and documents.
3. Any outside services required to fulfil the Order shall be commissioned immediately by the Client.
4. Proposals drawn up by Granny&Smith must be assessed by the Client within a reasonable time. This assessment includes content, layout, spelling, and any prices stated. If the Client is in agreement with a proposal, then it must approve it. Only after the Client’s approval will Granny&Smith continue with the work based on the proposal
5. The Client shall provide Granny&Smith with sufficient numbers of its own technically capable staff to perform the project in hand.
§ 4 INVOICE, TERMS OF PAYMENT
1. Granny&Smith shall invoice its work immediately, unless something else has been contractually agreed.
2. Payment shall be due without deduction as soon as the invoice is submitted, unless some other terms of payment have been agreed upon.
§ 5 OFFSETTING, RIGHT OF RETENTION
1. The Client may only offset against Granny&Smith’s demands for payment if its own claims are uncontested or legally imposed. The Client may only exercise a right of retention in the event of claims that are uncontested or legally imposed. This does not affect the Client’s reciprocal rights in the event of defects.
2. If Granny&Smith becomes aware of circumstances that give cause to doubt the Client’s creditworthiness or ability to pay, then Granny&Smith is entitled to call in any open invoiced amounts immediately –including deferred ones –and only to continuethe work it has been assigned when advance payments have been made or valuable collateral has been issued. The same applies if the Client does not pay despite being warned for late payment.
§ 6 RETENTION OF OWNERSHIP / ISSUING RIGHTS OF USAGE
1. We retain ownership of all delivered goods and any transferable rights of usage for our work until all current and future receivables arising from the Order have been paid in full.
2. Granny&Smith shall, once all of the invoices relating to the Order have been paid, grant the Client ownership of the goods sold, and any transferable rights of usage required in order to use its work and services, to the extent that this has been agreed on in the Order. In case of doubt, Granny&Smith shall fulfil its obligations by granting non-exclusive rights of usage within the Federal Republic of Germany, limited to the time for which use is envisaged. Any other use, in particular editing or amending, requires prior written permission from Granny&Smith.
3. Rights of usage for work which has not been paid in full by the time the agreement comes to an end shall remain with Granny&Smith subject to any other agreements reached.
4. The Client may only transfer rights of usage to third parties if it has prior written permission from Granny&Smith.
§ 7 DELIVERY, DELAY
1. Delivery deadlines and periods are, generally speaking, non-binding guides. This is only not the case if deadlines have been expressly agreed upon as fixed. If the Client is late in providing information or materials it has promised, then fixed delivery deadlines shall be postponed accordingly. The same applies to delays in delivery caused by force majeure (such as strike, lockout, official ordinances, general disturbances in telecommunications) as well as circumstances for which the Client is responsible.
2. The point at which a delay begins shall be based upon the legal regulations. Whatever the case, the Client must issue a warning. If Granny&Smith is late in delivery, the Client can demand, as well as delivery, compensation for damage caused because of the delay. If the delay is a result of minor negligence on the part of Granny&Smith, then this compensation shall be limited to 5% of the agreed price.
If the Client is entitled to demand compensation in place of performance because of delays on the part of Granny&Smith, then this right to compensation in place of performance shall be limited to 30% of the price, if it has been caused by minor negligence on the part of Granny&Smith or its agents.
For culpably caused damages arising from injury to life, body or health, Granny&Smith shall be liable without limit according to the legal requirements and to the legally required extent.
§ 8 OBLIGATION TO GIVE NOTICE OF DEFECTS
The Client must notify us immediately of any obvious defects in objects or work supplied by us. Hidden defects must be announced as soon as they are discovered.
§ 9 GUARANTEE
1. In the event of a material defect in objects or work we have supplied, we shall be liable to the Client to rectify,reduce the price, convert or compensate for expenses as stipulated in law and to the legally stipulated extent.
2. If the legal conditions are met, then we shall also be liable to the Client for compensation in place of performance. The right to compensation in place of performance shall be limited to foreseeable contractual damages, if duties have merely been violated by Granny&Smith or its agents out of negligence.
3. If other compensation claims may be laid because of material defects (as compensation in place of performance), then Granny&Smith shall be liable in accordance with the terms of § 10 of these conditions.
4. Material defects in objects or work we have supplied shall be subject to a twelve month limitation period. This period of limitation shall begin when moveable objects are handed over, or in the event of work done consisting of producing, servicing or altering an object or providing planning or supervision services, when the work is approved. In the case of other work, the period of limitation shall begin at the end of the year in which the claim arises and in which the Client becomes aware of the circumstances upon which the claim is based and the identity of who is at fault, or the year in which the Client should have become aware of these things had it not been grossly negligent.
§ 10 OTHER LIABILITY
1. Unless specified otherwise by these Ts&Cs, including the following terms, we shall be liable according to the relevant legal regulations in the event of a violation of contractual or non-contractual duties.
2. We shall be liable to pay compensation –no matter what the legal reason –in the event of intentional or grossly negligent actions. In the event of mere negligence, we shall only be liable for
a) damages arising from injuryto life, body or health,
b) damages arising from the violation of a cardinal contractual duty (a duty without whose fulfilment it would be impossible to fulfil the agreement, and upon which the contractual partner ordinarily relies and may rely); in this event, our liability is however limited to compensation for foreseeable damage of the kind which may typically occur.
3. The liability limitations stated in Section 2 do not apply if we have maliciously concealed a defect or provided a guarantee for the properties of the goods. The same applies to the Client’s claims under the Product Liability Act. Regarding claims for compensation in place of performance based on delay or material defects, our liability shall remain at that defined in § 7 Section 2 and § 9 No. 2 of these conditions.
§ 11 CONFIDENTIALITY
1. The Client undertakes to treat any confidential information which it receives via Granny&Smith in strict confidence, and not to pass it on, in whole or in part, to outside parties, or make it available in any other way, without prior written permission. The Client also undertakes only to use confidential information in conjunction with the contractual relationship it has with Granny&Smith, and in particular not to use it for competitive purposes. The same applies to confidential information which Granny&Smith obtains via the Client.
2. The duty to confidentiality applies for an indeterminate time, and shall remain even after the contractual relationship has come to an end.
§ 12 ADVERTISING
Granny&Smith may mention the Client as a reference on its website, in other media and in press releases. Granny&Smith may also publicly reproduce the work done for demonstration purposes, or refer to it –unless, that is, the Client can prove that it has justifiedinterests to the contrary, or if it is confidential information that is involved.
§ 13 NON-SOLICITATION AGREEMENT
The Client may not employ any employee of Granny&Smith for up to 36 months after the parties have finished collaborating, unless that employee is put out of work by his or her employer within that period, or if Granny&Smith gives its prior permission.
§ 14 PLACE OF FULFILMENT AND JURISDICTION
The place of fulfilment for all services rendered is the headquarters of Granny&Smith. The place of jurisdiction for both parties is Oldenburg, provided the Client is a merchant.
§ 15 APPLICABLE LAW
German substantive law applies to the contractual relationships, under the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 16 FINAL TERM
These General Terms and Conditions of Business shall remain binding in all other respects, even if one or more of their terms become legally invalid.
Oldenburg, 12 March 2014