§ 1 Application area
1. The following terms and conditions shall apply between Schmidt & Schmidt OHG, Passau, hereinafter referred to as "Contractor", and the the Clients for all contracts concerning the provision of consulting, translation and preparation of the documents, planning and organization as well as similar services, unless otherwise specifically agreed in writing.
2. Deviating, contradictory or supplementary General Terms and Conditions shall not be a contractual component, even if they are known, unless their validity is specifically agreed in writing.
§ 2 Subject
1. The subject to contract is the agreed service, which is carried out according to the principles of proper professional practice by independent activity and qualified employees of the Contractor within the agreed period. The selection of the employees and their exchange are reserved for the Contractor. The Contractor can also involve the services of freelancers and subcontractors.
2. The offer of this website is aimed exclusively at commercial customers and resellers.
§ 3 Scope of services
1. The tasks, the procedure and the type of work documents to be supplied are regulated in the written agreements of the contracting parties.
2. The Contractor shall only operate on the basis of a contract confirmed by the Contractor in writing or a concluded contract in which the services to be rendered are defined. Changes, additions or extensions to the tasks and the nature of the work documents require a special written agreement.
§ 4 Conclusion of contract
1. The contract shall be concluded by the written or electronically transmitted confirmation of acceptance of the Client's application by the contractor, but at the latest with the commencement of the work on the basis of the Contractor's offer.
2. The Contractor shall be bound by his contract offer for a period of four weeks, unless expressly stated to be free of charge.
§ 5 Obligations of the Contractor
1. The Contractor is obligated to observe the provisions of the data protection laws and regulations, in particular the information on business and business secrets of the Client.
2. The Contractor is obligated to have his employees make a corresponding commitment declaration.
§ 6 Obligations of the Client
1. The Client undertakes to support the Contractor's activities. In particular, the Client shall provide, free of charge, all requirements in the area of his business sphere which are necessary for the proper execution of the order.
These conditions include, inter alia, that the Client:
- provides sufficient space for the employees of the Contractor, including all necessary working and communication means, as necessary;
- provides a contact person who is available to the Contractor's employees during the agreed working time;
- provides a contact person that is authorized to make statements which are necessary as an interlocutory decision in the course of the continuation of the contract;
- gives the Contractor's employees access to the information necessary for their work at any time and provide them with all the necessary documentation in due time.
2. The Client shall ensure that the reports, organizational plans, drafts, drawings, statements, programs, calculations, expert opinions and other documents produced within the framework of the contract are used only for his own purposes.
3. Work results of the Contractor where copyrights have arisen shall remain with the Contractor insofar as they do not contain essential business and business secrets of the Client.
§ 7 Mutual obligations
1. Both parties undertake to disclose information about the content and (or) result of the services provided to third parties only by mutual agreement.
2. Both parties commit themselves to mutual loyalty. In particular, the hiring or other employment of employees or former employees who have been involved in the performance of the contract must not take place within 12 months after the end of the cooperation.
§ 8 Liability and compensation
1. The Contractor's liability is limited for all claims on the contract value.
2. The Contractor shall exclude liability for minor negligent breaches of duty insofar as they do not affect any essential contractual obligations, damage from injury to life, body or health or guarantees or claims under the Product Liability Act.
3. Liability of the Contractor for consequential damages, lost profit, remaining savings as well as other assets damages is excluded.
4. The liability of the Contractor for data loss shall be limited to the typical restoration effort, which would have occurred with regular data backup.
5. If the non-compliance of deadlines for force majeure or similar events, such as strike, lockout, or bureaucrat, which make the provision of the service difficult or impossible, extension of the deadlines is appropriate. This shall also apply in the case of non-fulfilment of the Client's obligations to cooperate.
§ 9 Default of acceptance
If the Clients is in default with the acceptance of the services or if the Clients delays or delays a co-operation according to § 6 (1) or otherwise obligatory cooperation, the Contractor may demand the agreed remuneration (excluding incidental costs) without being obligated to follow-up.
§ 10 Term of contract and termination
1. The contract expires at the end of the agreed period. However, it may be terminated beforehand in writing with a notice period of 8 weeks, if operational reasons of the Client require this.
2. The full remuneration (excluding incidental costs) shall be payable for the services rendered by the Contractor up to the contract. The remuneration for the services no longer to be rendered as a result of the early termination shall be waived insofar as the Contractor has thereby saved expenses and / or has failed to achieve or hastened to make a profit through the other use of the forces thus freed.
3. If the Contractor is in default with the performance of his service, the Client may terminate the contract after giving a reasonable period of time in writing. If the Contractor is not responsible for the delay, the assertion of default is excluded.
§ 11 Maturity, right in lien, offsetting
1. Unless otherwise stated in the order confirmation, payments must be made within 14 days after the date of the invoice in cash or by transfer to an account specified in the forms of payment without deduction. The Clients shall be in default without further explanation by the Contractor 10 days after the due date, if he has not paid. As long as the Contractor has not completely received the remuneration, the Client cannot assert claims and rights for defects.
2. The amount of the remuneration shall be based on the price lists of the Contractor valid at the time the order is placed, unless otherwise agreed.
3. In case of a delay in payment, the Contractor shall be entitled, from this date, to charge interest at the rate of 8% above the respective base rate (§ 247 BGB), without penalty, unless the loss is demonstrable. The Contractor is entitled to assert a higher claim for damages.
4. All agreed amounts plus statutory value-added tax shall be payable.
5. The Clients cannot claim a right of lien, which is based on another contractual relationship with the contractor.
6. Offsetting is permitted only with judicial or uncontested claims.
7. Invoices shall be sent by e-mail electronically. The dispatch of invoices by mail costs 1.59 Euro per invoice.
§ 12 The statute of limitation
All claims of the Client against the Contractor shall become statute-barred, at least twelve months after termination of the contract, to the extent permitted by law and not otherwise. After expiry of this period, any claims for a defect in the work or service are excluded. The Contractor is then entitled to destroy the documents received from the Clients.
§ 13 Final provisions
1. The law of the Federal Republic of Germany shall apply exclusively.
2. If the provisions of the General Conditions of Contract are invalid, the remaining provisions shall stay unaffected thereby. The parties undertake to replace the ineffective regulations by an economically equivalent one which is closest to the meaning and purpose of the invalid or unenforceable provision. The same applies to contract gaps.
3. Changes and additions to the contract must be in writing and must be marked as such. This also applies to the waiver of the written form itself.
4. If the Client is a merchant, a legal person of public law or a public special fund, exclusive jurisdiction for all disputes arising from this contract is the place of business of the Contractor. The same applies if the Client does not have a general court of jurisdiction in Germany or if his domicile or habitual residence is not known at the time the action is brought.