Status October 2024
- Validity: These General Terms and Conditions of Business and Delivery apply to all our business relationships with our customers, unless otherwise stated in the offer from MontuaPartner Communications or in written agreements between the parties. They only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
- Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the customer refers to its own general terms and conditions in the context of the order and we do not expressly object to them.
- Individual agreements (e.g. framework agreements or similar) and information in our order confirmation shall take precedence over the GTC.
- Scope of services: The task, the procedure and the nature of the work results are defined by the offer of MontuaPartner Communications, insofar as they are not regulated in the written agreements of the parties involved. Changes, additions or extensions to the task, the procedure and the nature of the work results require a special written agreement.
- Client’s obligation to cooperate: The client undertakes to support the activities of MontuaPartner Communications. In particular, the client shall create, free of charge, all conditions in the area of his business sphere that are necessary for the provision of services. If the client fails to cooperate as required, MontuaPartner Communications is entitled to terminate the contract after setting a reasonable grace period. MontuaPartner Communications retains the right to the remuneration, taking into account the provisions of §642 para. 2 BGB. MontuaPartner Communications’ claims for compensation for the additional expenses incurred as a result of the client’s failure to cooperate and the damage caused remain unaffected, even if MontuaPartner Communications does not exercise its right of termination.
- Confidentiality obligation of MontuaPartner Communications: MontuaPartner Communications is obliged to treat information about the client’s business and trade secrets confidentially and, if requested, to have its employees sign a corresponding declaration of commitment. If one of MontuaPartner Communications’ employees violates this obligation, MontuaPartner Communications shall fulfill its obligation to compensate the client by assigning its recourse claims against the employee(s) to the client.
- Acceptance: The client must accept the project in writing if there are no significant defects. If MontuaPartner Communications is not notified in writing of any significant defects within 10 calendar days of notification of completion/handover, the project shall be deemed to have been finally accepted. In the case of printed objects, MontuaPartner Communications must be notified in writing of any defects before printing.
- Fee: The fee for the services of MontuaPartner Communications shall be based on the rates set out in the individual agreements, unless otherwise agreed in special cases. The fee rates and other invoiced amounts (expenses, ancillary costs, etc.) are subject to VAT at the applicable rate, currently 19%. The invoice amount must be paid within 14 days of the invoice date, unless otherwise agreed. In the event of late payment, interest on arrears shall be payable at a rate of 8 percentage points p.a. above the respective base interest rate.
- Interpretation aid for freedom from defects: If an order is divided into several sections (phases), the client receives working documents depending on the progress of the work. They serve as information on the respective project status. If they do not lead to an immediate and justified complaint, the documents shall be regarded as an aid to interpretation for a later assessment of the subject matter of the contract with regard to its freedom from defects.
- Delay / Liability / Force Majeure: If MontuaPartner Communications defaults in the fulfillment of its obligations, the client may withdraw from the contract after the expiry of a reasonable grace period granted to MontuaPartner Communications if the agreed services have not been rendered by the deadline. Damages for delay, as well as liability for fault, can only be claimed up to a total of 5% of the net remuneration of the delayed part. Events of force majeure entitle MontuaPartner Communications to postpone the fulfillment of its obligations for the duration of the hindrance and for a reasonable start-up period. Lockouts, strikes and similar circumstances that make it significantly more difficult or impossible for MontuaPartner Communications to fulfill its obligations shall be deemed equivalent to force majeure.
- Contract term / termination: The duration of the contract shall be determined by agreement between the parties to the contract. In the event of extraordinary termination, the Contractor shall be remunerated pro rata for the defect-free services provided up to the time of termination in accordance with the scope of the contract.
- Right of retention / offsetting: The client shall only be entitled to assert a right of retention due to counterclaims arising from the concluded contract. Offsetting by the client is only possible with claims that are undisputed, legally established or ready for decision.
- Other liability:
(1) Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
(2) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), for
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favor) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed.
(4) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
- Limitation period: Notwithstanding the statutory provisions, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. The above limitation periods shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer’s claims for damages pursuant to § 13 para. 2 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.
- Copyrights: Upon full payment of the remuneration, the client receives the exclusive right, unlimited in time, space and subject matter, to further develop and improve the services and works created by MontuaPartner Communications, as well as the right to reproduce or transfer these to sound, image and data carriers without the consent of MontuaPartner Communications. The client assures that no industrial property rights or copyrights of third parties are infringed by the production of the printed matter commissioned by him and that the printed matter does not contain any anti-competitive content and does not offend common decency. If the client violates the rights of third parties in this context, he shall indemnify MontuaPartner Communications against all third-party claims.
- Naming as a reference customer: MontuaPartner Communications may name the client as a reference customer using the company logo as long as the client does not object to this in writing.
- Miscellaneous: An offer is valid for 30 days. If no contract has been concluded by this time, MontuaPartner Communications is no longer bound by the offer. The law of the Federal Republic of Germany shall apply exclusively. If provisions of these terms and conditions are invalid, this shall not affect the remaining provisions. The parties undertake to replace the ineffective provisions with economically equivalent ones. Amendments and supplements to these terms and conditions, including this clause, as well as ancillary agreements must be made in writing. The exclusive place of jurisdiction and place of performance is Hamburg.