DISCLAIMER
Printed matter / technology / software / service / training courses (Status November 2017)
I. Scope of application
The order placed by the Customer (hereinafter referred to as the Customer) with Beckerbillett GmbH (hereinafter referred to as the Contractor) shall be executed in accordance with the following terms and conditions. Ancillary agreements and deviating agreements, in particular in negotiations with the Contractor's employees, shall require the written form and express written confirmation by the Contractor in order to be effective. § Section 305b of the German Civil Code (BGB) shall remain unaffected. These General Terms and Conditions shall also be deemed to be agreed for all future legal transactions of the same kind carried out within the framework of the business relationship between the Client and the Contractor in accordance with the order. The Principal's General Terms and Conditions shall not apply.
II Conclusion of Contract / Description of Services
The Contractor shall submit an offer to the Client, to which the Client declares its agreement. The contract between the Contractor and the Client shall only become legally binding upon written confirmation of the order by the Contractor. In the case of orders with delivery to third parties, the Purchaser shall be deemed to be the Client, unless otherwise expressly agreed. Insofar as performance descriptions are available for services provided by the Contractor, the scope of performance and functionality of the goods and services shall be determined in accordance with the performance description known at the time of conclusion of the contract.
III. Printing Services
Supplies (including digital data) by the Client or by a third party engaged by him shall not be subject to any inspection obligation on the part of the Contractor. The Contractor shall be entitled to process the data supplied by the Client in order to be able to use them for his print-specific processes. If necessary approvals are refused or withdrawn or if the use of the ordered equipment becomes futile or impossible for a reason for which the Contractor is not responsible, the claims of the Contractor shall not be affected thereby. The Contractor is entitled to make reasonable design changes or deviations from illustrations and drawings as well as differences in colour. Print documents, digital data, materials and other objects of the Client serving for reuse as well as semi-finished and finished products shall only be kept in safe custody after prior agreement. The Contractor shall be entitled to archive the data for the print media. The Client shall be entitled to demand the return of this unprocessed data. The Contractor shall have a right of retention in accordance with § 369 of the German Commercial Code (HGB) in respect of the printing documents, materials and other items supplied by the Client until all claims arising from the business relationship have been met in full. In the case of cinema admission tickets, the imprint prescribed by the Verband der Filmverleiher e.V. (Association of Film Distributors) shall be printed on each ticket by the Contractor. This shall not apply if the Client uses software certified by the Verband der Filmverleiher e.V. (Association of Film Distributors). In the case of other cards, the Contractor may refer to his company in a suitable manner with the Client's consent. Acceptance of the correction shall constitute consent.
IV. Technical installations / equipment
The Contractor shall not be responsible for the on-site preparation (including power and mains connections) of the set-up/installation site of technical equipment. The Client shall provide for the laying of (sufficient) electrical power supply lines, the connection to the lighting network as well as the installation of sockets, etc. - in case of doubt according to the Contractor's specifications - on site itself in compliance with the statutory provisions and shall send the Contractor a written object completion. The Contractor's fitters are only authorised to install and commission the electrically operated technical systems. Liability for damage caused by electric current is excluded. Electrically operated systems/devices must be placed under the supervision of a supervisor who will be made available to the Contractor's fitters for instruction at the time of delivery assembly. All on-site services must be completed by the installation date. Insofar as the Contractor draws up plans (such as cable diagram, drilling plan, foundation plan, etc.), this shall be done exclusively on the basis of the Client's specifications. The Contractor shall be entitled to make technical deviations which serve the purpose of progress or which improve the possibility of use or application of the technical systems/devices. Insofar as technical systems/devices are provided on a rental basis, the Principal shall ensure sufficient insurance cover (in the amount of the purchase price) for the duration of the provision. The rent does not include maintenance and repair services (insofar as these are not covered by the warranty). Consumables shall be invoiced separately.
V. Software
When software is provided, the Principal shall receive a documentation/manual on the functionalities. Training in the use of the software is not the subject matter of the contract and must be agreed separately. Insofar as the software is to be used on servers to be provided by the Principal, the Principal must independently guarantee the minimum requirements for the server (such as operating system, main memory, access speed, etc.). Insofar as the software is used via the Contractor's servers, the Contractor reserves the right to temporarily restrict the contractual services with regard to security-related measures (such as maintenance work) or capacity limits. If software is only provided on a rental basis, a minimum contract term of 1 year shall be agreed. The contract shall be automatically extended by a further year unless it is terminated by one of the contracting parties with 6 weeks' notice to the end of the current contractual year. The termination must be in writing. Software adaptations which go beyond the scope offered shall be invoiced according to actual expenditure. The Contractor shall be entitled to make technical deviations which serve the purpose of progress or which improve the possibility of use or application of the software. The use of the software shall be limited to the professional branch or the registered office of the Client's company in its own enterprise. The number of workstations on which software can be operated shall be stated in the offer. Updates of the existing software shall only be carried out by the Contractor free of charge if error-free use is not possible without the update. The extension by new software modules shall be remunerated by the Client. Maintenance and servicing work shall only be carried out by the Contractor if agreed accordingly.
VI. Online Shop Module
The online shop module (including ticket and article sales) shall be accessible via a website of the Principal (via a link). The availability of the website with the corresponding transmission speed shall be the responsibility of the Principal and shall be ensured by the Principal. The module shall be programmed in a responsive design in German. Adaptations of the basic module (e.g. to the Client's corporate design, additional language versions, for guided tours and events) shall be ordered separately by the Client. They shall then be carried out according to the Client's specifications. The Contractor shall not be obliged to check the legal admissibility of the adaptations. The contractual relations with the purchasers shall exclusively concern the CL. The Client shall be responsible for compliance with the required information obligations (such as General Terms and Conditions, data protection, etc.) vis-à-vis the Buyers. Payment processing with the Buyers shall be carried out via a separate agreement between the Client and a payment provider. Handling fees per booking shall be invoiced by AN on a monthly basis.
VII. Maintenance / Service / Training
Maintenance and service contracts shall be concluded for a period of at least 1 year from order confirmation. The contract shall be automatically extended by a further year unless it is terminated by one of the contracting parties with 6 weeks' notice to the end of the current contract year. Termination must be in writing. Service, repair and training assignments which go beyond the service contract shall be charged according to actual expenditure. Maintenance and service contracts refer to the hardware and/or software used by the Client at the time of conclusion of the contract. In the event of an extension of the system during the term of the contract, the contract shall be adjusted as of the next quarter. The documents and information which may be necessary for the implementation of a training course as well as the work equipment required for a smooth process shall be provided by the CL free of charge. Access rights for the Contractor or its employees shall be granted. If corresponding duties to cooperate are not fulfilled and delays or additional expenses are incurred as a result, CO shall be entitled to adjust the time schedule and to pay a correspondingly higher remuneration.
VIII. Delivery and Delay in Delivery
Delivery shall be ex works Hamburg for the account and at the risk of CU. CO shall only be liable for intent and gross negligence. The Contractor's delivery dates are indicative dates unless they are expressly confirmed by the Contractor in writing as fixed dates (§ 323 para. 2 no. 2 BGB). If the Contractor is in default with the delivery, it shall be granted a reasonable period of grace. After fruitless expiry of the period of grace, the Client may withdraw from the contract. § Section 323 para. 2 no. 2 BGB shall remain unaffected. Compensation for damage caused by delay can only be claimed up to the amount of the order value (own work excluding preliminary work and material). Operational disruptions - both in the Contractor's business and in that of a supplier - in particular strikes, lock-outs and all other cases of force majeure, shall not entitle the Contractor to withdraw from the contractual relationship. The principles regarding the discontinuation of the basis of the contract shall remain unaffected.
IX. Acceptance
The Principal shall in any case immediately inspect the goods delivered as well as the preliminary and intermediate products sent for correction for their contractual quality. The risk of any defects shall pass to the Client with the declaration of readiness for printing/readiness for production, insofar as these are not defects which only arose or could only be detected in the production process following the declaration of readiness for printing/readiness for production. The same shall apply to all other declarations of release by the OP.
X. Retention of title
The delivered goods shall remain the Contractor's property until all claims of the Contractor against the Client existing on the invoice date have been paid in full. In this respect, pledging or transfer of ownership by way of security by the Customer shall also be excluded. The Client is only entitled to resell the goods in the ordinary course of business. The Client hereby assigns its claims from the resale to the Contractor. The contractor hereby accepts the assignment. In the event of default at the latest, the OP shall be obliged to name the debtor of the assigned claim. If the value of the securities existing for the Contractor exceeds its claim by more than 20% in total, the Contractor shall be obliged, at the request of the Client or a third party affected by the Contractor's excess security, to release security of the Contractor's choice to this extent. The Client shall notify the Contractor without delay of any seizure by third parties of the goods delivered under retention of title and of the assigned claims, indicating the attaching creditor and the executing bailiff. In the event of processing or treatment of goods owned by the Contractor, the Contractor shall be deemed to be the manufacturer pursuant to § 950 of the German Civil Code (BGB) and shall retain ownership of the products at all times during processing. If third parties are involved in the processing, the Contractor shall be limited to a co-ownership share in the amount of the invoice value of the reserved goods. The property thus acquired shall be deemed to be reserved property.
XI. (Copyright) Rights and Reference Use
The software supplied by the Contractor is protected by copyright. It may not be modified/edited and/or used in any other way without the Contractor's consent or unless permitted by law. This shall also apply to the barcode software. The Client is therefore in particular not entitled to license the supplied software to third parties and/or to make it available to third parties. In case of doubt, the Principal shall only acquire a simple, non-transferable right of use to services protected by the Contractor (under copyright and/or design law). Rights of use shall expire upon termination of the contract or at the latest at the end of the term of the contract. The Client shall then ensure that the programmes/software can no longer be used. Products shall be uninstalled. Unless otherwise agreed, the Client shall be obliged to name the Contractor on graphics created by the Contractor. CO shall be entitled to use CU's name and illustrations of the delivered products as references online and offline.
XII Prices and costs
The prices quoted in CO's offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged, but no longer than four months after receipt of the offer by CU. The Contractor's prices do not include value-added tax, i.e. prices are exclusive of value-added tax at the statutory rate applicable at the time. Prices shall be ex works at the time of delivery, excluding packaging, assembly, freight, postage, insurance and other shipping costs. Subsequent changes at the instigation of the OP, including the machine downtime caused thereby, shall be charged to the OP separately. Subsequent changes shall also include repetitions of proofs requested by the Client due to minor deviations from the original. Sketches, drafts, sample typesetting, sample prints, samples, proofs and similar preparatory work initiated by the Client shall be charged to the Client. Barcodes shall only be issued to the CL against payment.
XIII Payment
Payments shall be due within 30 days of the invoice date in the full final invoice amount without deduction. Customer service/service and repair invoices are payable without deduction immediately from the date of invoice. In the event of late payment, interest on arrears shall be payable at a rate of 9 percentage points above the base interest rate. This does not exclude the assertion of further damage caused by default. If the Client fails to make payment despite a reminder and/or if the fulfilment of the payment claim is at risk due to a deterioration in the Client's financial circumstances that has occurred or become known after the conclusion of the contract, the Contractor may demand advance payment and immediate payment of all outstanding invoices, including those that are not yet due, retain goods that have not yet been delivered and refuse to fulfil orders that are still in progress.
XIV Complaints, warranties
Complaints are only admissible within one week, in the case of hidden defects within 12 months after delivery or installation of the equipment. In the case of colour reproductions in all (printing) production processes, minor deviations from the original cannot be objected to. The same applies to the comparison between press proofs and production print. Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer. Excess or short deliveries of up to 10% of the ordered print run shall not be subject to complaint. The quantity delivered shall be invoiced. In the event of justified complaints, the Contractor shall first be obliged to rectify the defect and/or make a replacement delivery, up to the amount of the order value, unless a warranted characteristic is missing or the Contractor or his vicarious agents are guilty of intent or gross negligence. The same shall apply in the event of a justified complaint about the repair or replacement delivery. In the event of delayed, omitted or unsuccessful rectification or replacement delivery, the Client may demand a reduction of the remuneration (abatement), damages or reimbursement of expenses or declare withdrawal from the contract. The delivered goods are warranted to be free from defects and to be fit for their normal use. Insofar as the delivered items show defects due to normal wear and tear within the period specified under XI. or their suitability for the normally assumed use is restricted, this shall not constitute grounds for warranty claims. Damage and malfunctions caused by improper handling or poor maintenance, care and transport are not covered by the warranty. Customer service work shall be charged in this case. The OP is entitled to a test and assembly report. Furthermore, there is no warranty for defects and restrictions of normal use if the CL is responsible for these circumstances. The Contractor shall grant a warranty of 12 months from delivery for good material, appropriate design and faultless operation of the new equipment delivered. A warranty against third party purchasers is excluded. Parts which demonstrably become defective during this period as a result of defective material or faulty work shall be repaired or replaced by new parts free of charge; the warranty shall not be extended as a result. Increased transport, travel, labour and material costs resulting from the transfer of the object of purchase to a place other than the place of delivery shall be borne by the customer. The warranty shall expire if the Client or third parties carry out modifications or repairs to the delivered systems/devices without the instruction and approval of the Contractor. The same shall apply if the installation and commissioning of the systems/devices (such as vending machines and cash register systems) is not carried out by authorised mechanics. The Client shall lose its warranty claims if it provides the Contractor with incorrect descriptions of the operating conditions or fails to create the technical conditions required by the Contractor under which the systems/devices (such as automatic machines, apparatus) must operate. The prerequisite for any warranty is the punctual fulfilment of the agreed terms of payment, unless the Client is not a fully qualified merchant within the meaning of the German Commercial Code (HGB). In this case, the Contractor shall only be obliged to provide a warranty if the Client has fulfilled an appropriate part of its payment obligations, as a rule half of the (purchase price) claim. The warranty period for the items delivered by the Contractor shall be 1 year from delivery in deviation from § 438 paragraph (1) no. 3 BGB, unless there is a defect caused intentionally or fraudulently concealed by the Contractor, in the case of which the statutory warranty periods shall apply. Claims based on material defects and/or defects of title shall become statute-barred within one year of handover in the case of purchased goods and within one year of acceptance in the case of work performance.
XV Liability and Release from Liability
As a matter of principle, the Contractor shall only be liable insofar as he has caused damage through intentional or grossly negligent conduct. If the order involves contract finishing work or further processing of printed products, the Contractor shall not be liable for the resulting impairment of the product to be finished or further processed. Claims for damages due to impossibility and delay are limited to the amount of the order value (own work excluding preliminary work and material). Except in the case of intent and gross negligence, AN shall only be liable for indirect damages, such as additional expenses, lost profit or missed savings, to the amount of the average damage that is foreseeable and typical for the type of performance. The above limitations of liability shall apply to the same extent to the Contractor's vicarious agents and assistants. However, they shall not apply in the event of culpable breaches of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in the event of injury to life, limb or health, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act. The Contractor shall only be liable for deviations in the quality of the material used up to the amount of its own claims against the respective supplier. In such a case, the Contractor shall be released from its liability if it assigns its claims against the suppliers to the Client. The Contractor shall be liable insofar as claims against the supplier do not exist or are not enforceable due to the Contractor's fault. The Contractor shall not be liable for damage resulting from the Client providing incorrect information about the type of use, requirements, scope and location of the printed products, hardware and software to be delivered and/or handling them improperly. In the event of loss of data, CO shall only be liable for the expenditure required to restore the data in the event of proper data backup by CO. In the event of slight negligence, this liability shall only apply if CO has simultaneously breached a material contractual obligation with the action leading to the loss of data. The Client shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The Client shall indemnify the Contractor against all claims of third parties due to such an infringement of rights. The same shall apply to reference uses by the Contractor. The Contractor shall be solely liable for compliance with data protection regulations when using hardware and/or software provided by the Contractor.
XVI Offsetting / Assignment
CU may only set off claims that are undisputed or have become res judicata. The assignment of any claims of the Customer against the Contractor to third parties shall be excluded and shall be invalid vis-à-vis the Contractor.
XVII Place of performance, place of jurisdiction, validity
If the Client is a registered trader within the meaning of the German Commercial Code (HGB) or has no general place of jurisdiction in Germany, the place of performance and jurisdiction for all disputes arising from the contractual relationship, including proceedings involving cheques, bills of exchange and documents, shall be the registered office of the Contractor. German law shall apply to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods is excluded. Any invalidity of one or more provisions shall not affect the validity of the remaining provisions. Status: November 2017Close