PSA Marketing GmbH AGB`s
GENERAL TERMS AND CONDITIONS FOR ADVICE OF SAPER & SAFER GBR BUTZWEILERHOFALLEE 3 | 50829 COLOGNE
Status: May 2020
Our general terms and conditions apply exclusively. If these do not contain any regulations, the law applies. We do not recognize any terms and conditions of the contractual partner that contradict or deviate from our general terms and conditions or the law to our disadvantage, unless we have expressly agreed to their validity in writing. Our general terms and conditions also apply if our contractual services are provided without reservation in the knowledge that the contractual partner's terms and conditions conflict with or deviate from our general terms and conditions or to our disadvantage.
Our general terms and conditions also apply to all future business with the contractual partner.
Our general terms and conditions only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.
Unless otherwise agreed, the regulations of §§ 611 ff BGB apply to our services.
The subject of the contract are the agreed services and not a specific economic success.
We are entitled to grant sub-power of attorney to third parties or use subcontractors.
- All offers, placing of orders and subject matter will be finalized in a contract.
Our offers and quotations are - unless expressly designated as fixed - subject to change and non-binding. Appointments booked by the contractual partner are fixed and binding.
We reserve all rights to all offer and contract documents, in particular drafts, drawings, images, etc. as well as samples, models and prototypes, insofar as they are not granted to the contractual partner in accordance with the meaning and purpose of the contract or on the basis of an express agreement. Offer documents as well as samples, models and prototypes are to be returned to us immediately at our request if the order is not placed with us. The contractual partner cannot assert a right of retention in this regard.
We endeavor to take into account a change request made by the contractual partner after the conclusion of the contract with regard to the contractual services, insofar as this is reasonable for us within the scope of our operational efficiency.
The basis of the business relationship is the respective consulting contract or the order of the contractual partner to us, in which the scope of services and the remuneration are recorded. We provide our services in accordance with the contractual agreements with the diligence of a prudent businessman and always based on the individual situation and the needs of the contractual partner. Our performance is based on cooperation and mutual trust. Our performance is a free, active and self-responsible process and a certain success cannot be guaranteed. The contract partner should therefore be ready and open to deal with himself and his situation and to change personally. The contractual partner is fully responsible for his or her physical and mental health. All measures that the contractual partner takes on the basis of our services are his own area of ​​responsibility.
2.5. The contract partner receives an order confirmation after receipt of the order. With this confirmation of order, the order is deemed to have been accepted and the consulting contract to have been concluded. This order confirmation is decisive for the performance date.
2.6. As far as agreed or necessary, we consult third parties whom we have known through many years of cooperation. In these cases, the business relationship continues to exist between us and the contractual partner, unless otherwise agreed.
2.7. Updates and changes to offers and orders are specified in writing by both parties and are part of the contractual relationship between us and the contractual partner as an additional agreement.
Prices and terms of payment
We reserve the right to increase our prices appropriately if cost increases for which we are not responsible arise after the conclusion of the contract. We will provide evidence of this to the contractual partner upon request.
Unless otherwise agreed, our prices are exclusive of any additional costs such as travel costs, postage, shipping, freight, packaging, insurance. Value added tax will be invoiced additionally at the statutory rate. If the activity is continued beyond the agreed scope, we bill according to the expenditure. Travel costs are billed at a flat rate of 0.70 euros per kilometer driven.
Unless otherwise agreed, payments by the contractual partner are due in advance without any deductions. Deduction of discount requires special written agreement. The contractual partner is in default after the due date without further declarations on our part, provided that he has not paid. The statutory provisions apply to the consequences of default in payment.
The contractual partner is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or recognized. The contractual partner is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
- Performance deadlines, dates and cooperation of the contractual partner
4.1. Performance dates can only be approximate times or expected dates that are given to the best of our knowledge and belief. The specified service times are only fixed dates if they are expressly specified as such.
4.2. Compliance with performance obligations, in particular performance dates, requires: the timely and proper fulfillment of any cooperation obligations of the contractual partner, in particular the receipt of documents and information to be provided by the contractual partner; the clarification of all details with the contractual partner; the receipt of agreed advance payments.
The exception of the unfulfilled contract remains reserved.
4.3. Failure to meet a deadline only entitles the contractual partner to assert his statutory rights if he has set us a reasonable grace period.
4.4. Our liability in the event of a delay in performance is limited to the foreseeable, typically occurring damage, unless the delay in performance is due to an intentional or grossly negligent breach of contract for which we, our legal representatives or vicarious agents are responsible.
- Confidentiality Clause
We are obliged to maintain secrecy about all operational, business and private matters that have come to our attention in the course of consulting. This obligation of secrecy applies equally to our vicarious agents. The duty of confidentiality also applies after termination of the contract and can only be revoked in writing by the contracting party. In addition, we are obliged to carefully store the documents provided for the purpose of consulting and to protect them from being viewed by third parties. No documents, documents, etc. handed over to us by the contractual partner will be sent back to the contractual partner.
6. Notice of Defects
6.1. If the contractual partner does not notify us of any objectively existing, serious defects within five days of processing the order, the order is deemed to have been finally processed.
6.2. If the contractual partner completely questions a service, this complaint must be substantiated by a serious counter-opinion drawn up by a third party.
6.3. If a complaint is made, we must be given the opportunity to make improvements. If this rework proves to be unsuccessful, the contractual partner has the right to a reduction in price or withdrawal.
7. Limitation of Liability
7.1. We assume no liability for any damage caused by force majeure (e.g. power outages, natural disasters or traffic disruptions), network and server errors, line and transmission disruptions, viruses or disruption of the mail. The contractual partner is responsible for the final review of all transmitted or sent data.
7.2. We are obliged to carry out the work assigned to us with technical and commercial care to the best of our knowledge. Nevertheless, we are not liable in the event that the success of a measure proposed by us falls short of the expectations of the contractual partner.
7.3. We are not liable for damage and consequential damage if the contractual partner or third parties have changed or falsified the materials, documents or information provided to us.
7.4. Our liability is limited to intent and gross negligence as well as to the violation of cardinal obligations. In any case, the liability is limited to the amount of 5 times the net remuneration of the relevant order.
- Rights to know-how, industrial property rights and poaching
8.1. Secret, high-quality and progressive knowledge (know-how) as well as inventions and any related industrial property rights that we have or acquired during the execution of the contracts concluded with us are available - subject to a separate agreement or the use to which the contractual partner is entitled according to the meaning and purpose of the contractual relationship or use of the objects of performance - solely to us.
8.2. The contractual partner guarantees that the companies affiliated with him and his and her employees refrain from doing anything that could endanger the independence of the employees from us. In particular, the poaching, hiring or other employment of their employees or their former employees who were professionally employed within the framework of the specific contractual relationship must be refrained from within 24 months after the end of the cooperation with us.
8.3. For each case of violation of the prohibition in accordance with Section 8.2, the contractual partner must pay a contractual penalty of EUR 10,000. In the case of a permanent violation, the contractual penalty will be forfeited for each month or part thereof, but in the longest only up to 24 months after the end of the cooperation with us. We reserve the right to claim further damage.
Applicable law, place of performance and place of jurisdiction
9.1. Unless otherwise agreed, the place of performance is exclusively our place of business. Claims against us in relation to the services to be provided by us may only be assigned with our prior written consent.
9.2. If the contractual partner is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship is our registered office or, at our option, the registered office of the contractual partner. The above agreement on the place of jurisdiction also applies to contractual partners based abroad.
9.3. The law of the Federal Republic of Germany excluding the UN Sales Convention (CISG: United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980) applies to all rights and obligations from and in connection with the contractual relationship Application.9.4. Should a provision in these general terms and conditions or a provision within the framework of other agreements between us and the contractual partner be or become ineffective, this shall not affect the validity of all other provisions or agreements.