der Granny&Smith GmbH & Co. KG, Poststraße 1 – 3, 26122 Oldenburg
(nachfolgend vereinfacht Granny&Smith genannt)
of Granny&Smith GmbH & Co. KG, Poststraße 1 - 3, 26122 Oldenburg
(hereinafter referred to simply as Granny&Smith)
1. The following General Terms and Conditions (GTC) apply to all legal transactions, services and deliveries of Granny&Smith, provided that the client is an entrepreneur, a legal entity under public law or a special fund under public law.
The GTC can be accessed, printed, downloaded or saved by the client at https://www.grannyandsmith.com/agb.
2. The following GTC shall also apply to future business transactions.
3. These GTC shall apply exclusively; deviating or conflicting GTC of the client shall not be recognized.
4. Individual agreements made with the client in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC.
5. Legally relevant declarations or notifications to be made by the client to Granny&Smith after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.
6. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
1. Our offers are subject to change and non-binding.
2. The content and scope of the mutually owed services result from the respective order and the service description contained in the order.
3. Granny&Smith is entitled to commission third parties with the fulfillment of the assigned tasks to a reasonable extent.
4. Granny&Smith's services do not include any patent, design, copyright or trademark protection or registrability or the legal harmlessness of the design services provided.
If the client so wishes, Granny&Smith will arrange for the legal admissibility to be checked by third parties on behalf of and at the expense of the client.
5. Granny&Smithwill contract out the external services required to fulfill the order in consultation with the client in the client's name and for the client's account. If, in exceptional cases, Granny&Smith commissions such external services in its own name and for its own account, the client shall indemnify Granny&Smith against any liabilities arising from this.
6. If an order is placed without remuneration having been agreed, Granny&Smith is entitled to invoice the services performed on an hourly wage basis. This applies accordingly to changes or additions initiated by the client after the order has been placed.
7. Granny&Smith will carry out the work assigned to it with professional and commercial diligence to the best of its knowledge and in compliance with the generally recognized principles of the service provider industry.
8. Work performances ready for acceptance will be handed over to the client on a suitable data carrier or made available or accessible in any other suitable form.
The service must be checked by the client without delay.
9. The client is obliged to accept the work produced in accordance with the contract in accordance with § 640 BGB. It is equivalent to acceptance if the client does not accept the work within a reasonable period set by Granny&Smith, although he is obliged to do so.
1. The client is obliged to cooperate. It will instruct and support Granny&Smith in the service to be provided. The client is obliged to provide Granny&Smith with the data, information and templates necessary for the provision of services in a suitable form. This includes, in particular, factual statements about the client's products and services and information about statutory regulations that are relevant to the client's products and services.
2. Insofar as the client provides Granny&Smith with templates, it assures that it is authorized to hand over and use these templates.
3. the client will immediately commission any third-party services required for the execution of the order.
4. The client must review proposals prepared by Granny&Smith within a reasonable period of time. This review includes, among other things, the content, layout, spelling and any price details. If the client agrees with the proposal, it is obliged to approve it. Granny&Smith will not carry out any further services based on the proposal until it has been approved by the client.
5. The client will provide Granny&Smith with the necessary number of its own expert employees to carry out the commissioned project.
1. Unless otherwise contractually agreed, Granny&Smith will invoice its services immediately after they have been rendered.
2. Unless other terms of payment have been agreed, payment will be made immediately after invoicing without deduction.
1. The client may only offset undisputed or legally established claims against Granny&Smith's remuneration claims. The client may only assert aright of retention in cases of undisputed or legally established claims. In the event of defects, the Client's counter-rights shall remain unaffected.
2. If Granny&Smith becomes aware of circumstances that give rise to doubts about the solvency or creditworthiness of the client, Granny&Smith is entitled, irrespective of the agreed payment term, to demand immediate payment of all outstanding - including deferred - invoice amounts and to make the further execution of the commissioned services dependent on advance payments or the provision of valuable security.
The same shall apply if the client fails to make payment despite a reminder giving rise to default.
1. Until all our current and future claims arising from the order have been paid in full, we reserve title to the goods delivered and all transferable rights of use to our services.
2. Granny&Smith will transfer ownership of goods sold to the client upon settlement of all invoices relating to the order and transfer all transferable rights of use required for the use of its work and services to the extent agreed for the order. In case of doubt, Granny&Smith will fulfill its obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany, limited to the duration of the assignment. Any use beyond this, in particular editing and modification, requires the prior written consent of Granny&Smith.
3. Rights of use to work that has not yet been paid for in full at the end of the contract remain with Granny&Smith, unless otherwise agreed.
4. The transfer of rights of use from the client to third parties requires the prior written consent of Granny&Smith.
1. Delivery dates and deadlines are generally non-binding guidelines. Anything to the contrary shall only apply if deadlines are expressly agreed in writing as fixed. If the provision of information or material promised by the client is delayed, firmly agreed delivery dates shall also be postponed accordingly.
The same shall apply in the event of delays in performance due to force majeure (e.g. strike, lockout, official orders, general telecommunication disruptions) and circumstances within the Client's sphere of responsibility.
2. The occurrence of a delay shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the client is required. If Granny&Smith is in default of delivery, the client may demand compensation for any damage caused by the delay in addition to the delivery; this claim is limited to a maximum of 5% of the agreed price in the event of slight negligence on the part of Granny&Smith.
If the client can demand compensation instead of performance due to Granny&Smith's delay, this claim for compensation instead of performance is limited to a maximum of 30% of the price in the event of slight negligence on the part of Granny&Smith or its vicarious agents. Granny&Smith is liable without limitation for culpably caused damages due to injury to life, limb or health in accordance with the statutory requirements and to the statutory extent.
The client must notify us immediately of any obvious defects in goods delivered by us or work performed by us. Hidden defects must be reported immediately after discovery of the defect.
1. In the event of a material defect in the goods delivered by us or the work performed by us, we shall be liable to the client under the statutory conditions and to the statutory extent for subsequent performance, reduction, rescission and reimbursement of expenses.
2. Insofar as the statutory requirements are met, we shall also be liable to the client for damages in lieu of performance. In the event of a merely negligent breach of duty by Granny&Smith or its vicarious agents, the claim for damages in lieu of performance is limited to the foreseeable damage in accordance with the contract.
3. If claims for damages (other than damages in lieu of performance) are justified due to material defects, Granny&Smith shall be liable in accordance with the provisions of § 10 of these terms and conditions.
4. Material defects in items delivered by us or work performed by us are subject to a limitation period of 12 months. In the case of delivered movable items, the limitation period begins upon handover and in the case of work services consisting of the manufacture, maintenance or modification of an item or the provision of planning or monitoring services for this, upon acceptance. In the case of other work services, the limitation period shall commence at the end of the year in which the claim arose and the client becomes aware of the circumstances giving rise to the claim and the identity of the debtor or should have become aware of them without gross negligence.
1. Unless otherwise provided for 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 relevant statutory provisions.
2. we shall be liable for damages - regardless of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
a) for damages resulting from injury to life, body or health,
b) for damages resulting 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 shall be limited to compensation for foreseeable, typically occurring damage.
3. the limitations of liability resulting from clause 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the client under the Product Liability Act. In the case of claims for damages in lieu of performance due to delay or due to material defects, the liability under § 7No. 2 and § 9 No. 2 of these terms and conditions shall remain in force.
1. the client undertakes to treat confidential information obtained about Granny&Smith as strictly confidential and not to disclose it in whole or in part to third parties or make it accessible in any other way without prior written consent. The client further undertakes to use the confidential information exclusively in connection with the existing contractual relationship with Granny&Smith and in particular not for competitive purposes. This applies accordingly to confidential information that Granny&Smith obtains about the client.
2. The obligation of confidentiality applies for an indefinite period of time and remains in force even after the termination of the contractual relationship.
Granny&Smith may name the Client as a reference on its website, in other media or in press releases. Granny&Smith may also publicly reproduce or refer to the services provided for demonstration purposes, unless the client can assert a legitimate interest to the contrary or the information is confidential.
The Client must refrain from employing a Granny&Smith employee for up to 36 months after termination of the cooperation between the parties, unless this employee has previously been dismissed by the employer or Granny&Smith has given its prior consent.
The place of performance for all services is the registered office of Granny&Smith. The place of jurisdiction for both parties is Oldenburg, provided the client is a merchant.
The contractual relationship shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
These General Terms and Conditions shall remain binding in their remaining parts even if individual points are legally invalid.
.svg)
