Terms & Conditions

General Terms and Conditions of Business 

 

§ 1 Scope, Form

(1) The following General Terms and Conditions (GTC) apply to all legal transactions of the Farbagentur Costa GmbH, Klaus-Kordel-Str. 4, 54296 Trier, Germany, (hereinafter referred to as "Agency") with its contractual partners (hereinafter referred to as "Customer"). They shall also apply in their respective version as a framework agreement for future contracts for services with the Agency, without the Agency having to refer to them again in individual cases. In such cases, the Agency shall inform the Customer immediately of any changes to the General Terms and Conditions.

(2) The Agency shall address its offers exclusively to companies. These General Terms and Conditions therefore do not apply to contracts with consumers.

(3) Deviating regulations of the Customer shall not apply unless the Agency has agreed to them in writing. This consent requirement shall apply in any case, even if the Agency performs the service without reservation in knowledge of the Customer's general terms and conditions. Agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall always take precedence over these General Terms and Conditions. The content of such agreements shall be governed by a written contract or written confirmation from the Agency. Legally relevant declarations and notifications to be made by the Customer to the Agency after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) shall require text form (e.g. letter, e-mail, fax) to be effective.

(4) Auxiliary persons and representatives of the Agency shall not be authorized to make oral agreements. If they nevertheless make oral additional agreements or give assurances that go beyond the written service contract, these always require the written confirmation of the Agency to be effective.

§ 2 Services of the Agency, Commissioning 

(1) The Agency provides sales and marketing services for the Customer. 

(2) Contracts and other agreements shall only come into existence when the Agency confirms the order in writing or by e-mail.

(3) The Agency shall reserve ownership rights and copyrights to the offer as well as to the concepts, pitches, catalogues, documentation, or records provided - also in electronic form. Such documents are only entrusted for the purposes of the respective offer and may not be reproduced or made available to third parties, even in part, without the express consent of the Agency. This shall apply in particular to documents that are designated as "confidential"; the Customer shall require the express written consent of the Agency before passing them on to third parties.

(4) Unless otherwise agreed upon, the Agency shall be bound by an offer submitted to a Customer for a period of two weeks after submission. In individual cases a longer commitment period may be agreed upon.

§ 3 Execution of Orders

The Agency shall organize the agreed services itself and on its own responsibility. The Agency shall independently determine the type, sequence and classification of the work, in particular the number of assistants it may employ. The Agency shall be entitled to employ vicarious agents to carry out the orders. When awarding contracts for essential services, the Agency shall notify the Customer of the assignment in text form at least two weeks before the assignment. The Customer may only reject a vicarious agent for good cause.

§ 4 Obligations to Cooperate

(1) If the Customer names a contact person in the order, this person shall be responsible for all questions in the context of the execution of this order.

(2) The Customer undertakes to support the activities of the Agency to an appropriate extent and to provide the data, information and templates essential for the provision of the services in accordance with the order.

(3) Insofar as the Customer provides the Agency with templates for use within the scope of the order, the Customer shall be responsible for ensuring that he is entitled to the transfer and use of these templates. The Customer shall indemnify, hold harmless and defend the Agency in this respect at its own expense against all claims of third parties or liability. 

(4) If the Customer delivers content that is protected by copyright, design, patent, utility model or trademark law in order to implement the order, the Customer guarantees the Agency that he holds the necessary rights of use. The Customer shall transfer to the Agency all rights of use necessary for the fulfilment of the contract with regard to the content supplied. The Customer shall be responsible for being able to grant these rights to third parties. The above shall also apply accordingly to the personal rights of persons who are depicted in photographs or images.

§ 5 Remuneration 

(1) The Agency shall receive a lump-sum payment or remuneration on an hourly or daily rate basis for the services agreed upon, in accordance with the conditions laid down in the respective order. The reimbursement of incidental expenses (e.g. travel expenses) shall be specified in the order. The Agency shall present the original supporting documents at the Customer's request. 

(2) In the case of time-based remuneration, the Customer shall confirm the hours worked to the Agency in writing at the end of each month and provide the Agency with a copy. The Agency shall prepare a monthly interim invoice to the Customer on the basis of such a written time sheet. 

(3) Invoices from the Agency shall be due and payable within fourteen days of the invoice date without deductions. 

(4) Invoices can be sent by e-mail. In case of default of payment the statutory provisions shall apply. 

(5) Insofar as value added tax is legally due, all fees shall be net plus 16 % value added tax, which the Agency shall show separately in its invoices. 

§ 6 Rights to Tangible and Intangible Work Results 

(1) The copyrights to the works and services created by the Agency and its employees and employed third parties (in particular offers, reports, analyses, concepts, organizational plans, programs, performance descriptions, drafts, calculations, drawings, etc.) remain with the Agency, unless expressly agreed otherwise. 

(2) These works and services may be used by the Customer during and after termination of the contractual relationship exclusively for purposes covered by the respective order. The Customer is not entitled to reproduce and/or distribute the works and services without the express consent of the Agency.

§ 7 Premature Termination of Orders

(1) The Agency and the Customer may terminate the order prematurely if a period of notice is agreed in the order or there is good cause. Good cause for termination without notice by the Agency shall be deemed to exist in particular if facts become known which raise serious doubts as to the ability of the Customer to perform the contractual services and the Customer is unable to dispel these doubts within a period of 7 days after written request by the Agency, or if the Customer is more than 60 days in arrears with the payment of an invoice.

(2) Any termination requires the text form. 

 

§ 8 Liability 

(1) Outside the liability for material defects and defects of title, the Agency shall have unlimited liability insofar as the cause of the damage is based on intent or gross negligence. The Agency shall also be liable for the slightly negligent breach of material obligations (obligations whose breach endangers the achievement of the purpose of the contract) as well as for the breach of cardinal obligations (obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the Customer regularly relies), but in each case only for the damage foreseeable and typical of the contract. The Agency shall not be liable for the slightly negligent breach of obligations other than the aforementioned obligations. The limitations of liability in this paragraph shall not apply in the event of injury to life, body or health.

(2) If the liability of the Agency is excluded or limited according to paragraph 1, this shall also apply to the personal liability of the Agency’s employees, representatives and vicarious agents.

(3) The Agency shall not be responsible for the admissibility of advertising measures of the Customer under competition law. The Customer shall be obliged to independently check all services of the Agency for their admissibility under competition law before use. When providing its services, however, the Agency must, in cases of doubt, point out to the Customer that there are concerns regarding the admissibility under competition law. However, this shall only apply to the Agency's own services, not to the Customer's advertising statements. 

 

§ 9 Confidentiality 

All information in connection with the order and the business relationship must be kept secret. In particular, the Agency shall treat all business transactions and other documents containing the Customer's copyrighted material as strictly confidential. The Agency shall impose the obligation of secrecy on all employees and/or third parties (e.g. suppliers, graphic designers, etc.) who have access to the aforementioned business transactions. The obligation of secrecy shall apply indefinitely beyond the duration of this contract.

§ 10 Choice of Law and Place of Jurisdiction

(1) These GTC and the contractual relationship between the Agency and the Customer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer is a merchant as defined in the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Agency's registered office in Trier. The same shall apply if the Customer is an entrepreneur as defined in § 14 BGB. Priority statutory provisions, in particular those concerning exclusive jurisdiction, shall remain unaffected.