elementa:res GmbH 04/03 General Terms & Business Conditions

These Business Conditions are only a guideline.

We refer to our German Business Conditions when a contract has been signed and fulfilled.
For our complete list of conditions please click here >>

Validity
1. The following General Terms & Conditions of Business apply to all orders. Conflicting terms and conditions on the part of the Client shall form no part of any contract.
Presentation
1. No items or other performances presented or supplied by ourselves for the purpose of concluding contract (presentation), whether protected by copyright or not, may be used, wholly or in part, without our prior permission. This also applies to their use in amended or adapted form and to any use of the ideas on which such items of work or performances are based, unless these are already represented in the Client’s previous advertising. Acceptance of a presentation fee shall not be taken to imply any agreement to use our items of work or performances.
Handling of orders
1. Minutes of meetings as supplied by ourselves shall be binding, unless the Client disputes them immediately upon receipt.
2. Drafts, electronic files and other materials (particularly negatives, models, original illustrations etc.) which we produce or cause to be produced by way of fulfilling contract shall remain our property. There shall be no duty of surrender. We shall have no obligation to store such items.
Orders to Third Parties
1. We are entitled to carry out the work with which we have been commissioned either ourselves or to instruct Third Parties to do so.
2. We are entitled to issue orders in the Client’s name for the production of advertising which we are contracted to supply. The Client hereby explicitly grants an appropriate power of attorney.
3. We issue orders to advertising media in our own name and on our own account. Should we claim bulk discounts or CWD rates, and should the conditions for such discounts or CWD rates fail to be fulfilled, the Client shall receive a supplementary charge which shall be payable immediately. We accept no liability for defective performance by advertising media.
Delivery, delivery dates
1. Our duties of supply shall be fulfilled as soon as we have dispatched the items of work and performances in question. The Client shall bear the risk of transfer (e.g. damage, loss, delay), irrespective of the medium used for transfer.
2. Delivery dates shall only be binding if the Client has fulfilled any duties of co-operation (e.g. provision of documents, release) which he may have.
3. It shall only be our task to undertake inspections by way of competition law if this is explicitly agreed.
Terms of payment
1. Agreed prices are net, to which VAT shall be added at the rate valid from time to time. We shall pass on to the Client any social-security payments for self-employed artists, customs duties or other charges which may arise subsequently.
2. When placing advertising, the list prices of the advertising medium valid on the day of publication shall be binding.
3. Our invoices are payable strictly net within ten days following invoice date.
4. We reserve ownership of all documents and other items supplied until full payment of all invoices relating to the order. Rights to our performances, particularly those of copyright usage, shall pass to the Client only upon full payment of all invoices relating to the order.
Rights of use
1. Upon payment of all invoices relating to the order, we shall transfer to the Client all rights of use required for the utilisation of our items of work and performances to the extent that has been agreed for the order in question or to the extent implied by such circumstances as we know of said order. In case of doubt we shall fulfil our duty by granting non-exclusive rights of use within the Federal Republic of Germany for the time during which the advertising material concerned is in use. Any utilisation over and above this, in particular that of adaptation, shall require our permission.
2. Should we use Third Parties to fulfil contracts, we shall acquire their rights of use and inform our Clients accordingly.
Guarantee, liability
1. All items of work and performances supplied by ourselves must be inspected by the Client immediately upon receipt, and in any case before submitting them to any further treatment, and any defects notified immediately upon discovery. Should the Client fail to make immediate inspection or notification of defects, he shall have no recourse.
2. Should defects be present, we shall be entitled to make them good twice within a reasonable time.
3. Claims for damages of any kind shall be excluded if we, our legal representatives or vicarious agents have acted with minor negligence. This shall not apply to infringement of essential contractual duties. In this case liability shall be restricted to typical and foreseeable damage.
Place of jurisdiction, applicable law
1. If the Client is a trader, the court competent for our registered office is hereby agreed as the place of jurisdiction for all disputes.
2. German law shall apply.