CRE@DVENTURE

cre@dventure

Andrea Baumann & Christophe Barde GbR

§ 1 General– Scope of Application

I.
Our terms of business only apply with regard to companies, legal persons under public law or publicly legal separate estate according to § 310 of the German Civil Code [BGB]. These are referred to hereinafter as clients according to these terms of business.

II.
Our general terms of business apply exclusively and for all the business dealings with our clients, unless expressly agreed to the contrary in writing.

III.
We do not recognize provisions that deviate from our general terms of business, unless we have expressly agreed to their validity. Our general terms of business also apply, if we execute the order cognizant of opposing or deviating provisions.

IV.
All agreements that are entered into between us and the client for the purpose of the execution of the order must be set down in writing.

V.
Our terms of business also apply for future business and contracts of the same nature with the client.

§ 2 Cooperation and Information Obligations of the Client

I.
The client must inform us in writing at the latest within 48 hours after the order is placed about special execution forms of the translation and/or other services (e.g. translation on data carriers, number of copies, ready to print, external form of the translation etc.).

II.
Information and documents that are necessary to prepare the translation and/or other services (e.g. glossaries of the client, illustrations, drawings, tables, abbreviations, style guide etc.) must be made available to us by the client without being asked and not later than 48 hours after the order is placed.

III.
If words in a translation can have several meanings, but the meaning can only be derived from the context or a drawing, the relevant drawing or the context must be provided from the side of the client.

IV.
If the translation is intended to be printed, the client is obliged to provide the company Andrea Baumann & Christophe Barde GbR with a galley proof at the latest 1 week after completion of the printing.

V.
When placing the order, the client is obliged to inform us whether the translation to be produced contains specialist fields that are not referred to in the order. If this obligation is violated by the client, the company Andrea Baumann & Christophe Barde GbR has the opportunity to withdraw from the contract. Our claim to compensation remains unaffected by this.

VI.
If the client comes in default of acceptance with a main or secondary duty or if he culpably violates other cooperation obligations, we are entitled to claim the damages incurred by us so far, including any additional expenditures. More extensive claims remain reserved.

§ 3 Deployment of Own Employees and Subcontractors

I.
The service does not to have to be rendered in person. The company Andrea Baumann & Christophe Barde GbR determines which employee gets to deal with the service to be rendered. Provided it is advisable and necessary, the company Andrea Baumann & Christophe Barde GbR makes use of subcontractors for the execution of the order.

II.
In case subcontractors are used, the company Andrea Baumann & Christophe Barde GbR is obliged, before passing on the order, to obtain a written assurance that the subcontractor commits himself to confidentiality as well as to the observance of the property rights and copyrights of the client.

III.
Even when subcontractors are deployed, the business relation exists solely between us and the client. The making of contact between the deployed subcontractor and the client is not allowed without our consent.

§ 4 Delivery Deadlines

I.
The expiry of the delivery deadline presupposes the timely and due performance of all the obligations of the client described in more detail in § 2.

II.
If, due to reasons for which we are accountable, we fall in default of delivery, the client is entitled to demand, for each completed week of default, flat rate default damages to the amount of 5maximal 10of the order value. This does not apply if the default is caused with intent or due to gross negligence or represents a substantial breach of duty.

III.
If, after we have already fallen in default, the client sets us a reasonable extension with a threat of refusal, he is entitled to withdraw from the contract after the fruitless expiry of the extension. The client is only entitled to claims for damages due to non-performance to the amount of the foreseeable damage, if the default is caused with intent or due to gross negligence or represents a substantial breach of duty. As for the rest, the liability for damages is limited to 30of the damage that has occurred.

IV.
The limitations of liability according to paragraph II. and III. do not apply, provided that a commercial fixed-date transaction was agreed expressly. The same applies, if the ordering party can assert due to the default for which we are accountable, that his interest in the performance of the contract has ceased to exist.

V.
The observance of our obligation to deliver presupposes the timely and due performance of the obligations of the ordering party according to § 2.

VI.
We are not accountable for the default, provided that the default can be attributed to a network or server error, other line and transmission faults or viruses.

§ 5 Dispatch of the Order, Transmission

I.
The risk of the dispatch and/or of the electronic transmission is borne by the sender. A delivery is regarded as effected, if it can be proved that the translation and/or other services to the client were dispatched in due order.

II.
We are not liable for a faulty or damaged transmission of the text or for the loss as well as damage or loss via non-electronic mail.

§ 6 Warranty

I.
The warranty rights of the ordering party presuppose that the latter has duly complied with the duties of examination and notification of defects prescribed in terms of the German Commercial Code [HGB]. If the client fails to comply with the aforesaid preclusive periods, the matter is regarded as approved, with the result that the customer loses his warranty rights in terms of paragraphs II. and III.

II.
Should, in spite of all care taken, the translation and/or other service delivered contain a defect, which was already present at the time of passage of the risk, we will make improvements subject to notification of the defects within the period prescribed. We must always be given an opportunity to provide supplementary performance within a reasonable period.

III.
If the subsequent improvement by us fails, the subsequent improvement does not take place within the reasonable period set by the client or if the improvement is refused by us seriously and finally, the client has the right, after a written threat of refusal, to demand a price reduction or to withdraw from the contract.

IV.
Prerequisite for our warranty for defects is that it concerns a not insignificant defect.

V.
The claims to defects of the customer lapse within one year as from passage of the risk.

§ 7 Liability

I.
We only accept full liability for intent and gross negligence.

II.
For ordinary negligence we accept limited liability for typical contractual and foreseeable damage, provided that fundamental contractual obligations (cardinal obligations) are violated.

III.
Liability for indirect and unforeseeable damages as well as consequential damages caused by defects, loss of profit, savings that failed to materialize and financial damages due to claims of third parties, is excluded in case of ordinary negligence.

IV.
A liability reaching further than provided for in the general terms of business is excluded.

V.
In so far as the liability is excluded or limited by us, this also applies for the personal liability of our employees, representatives as well as auxiliary persons.

VI.
Rights of the client lapse one year as from delivery. The one-year period of limitation does not apply, if we can be reproached for gross negligence, as well as in case of physical injuries and health damages attributable to us and in case of malicious conduct on our part.

§ 8 Termination

I.
In view of the arrangement in these provisions, the contract can be terminated according to the statutory regulations of the German Civil Code [BGB]. If the client cancels the order, work already completed is made available to him and invoiced. The cancelled part of the order, not yet completed, is invoiced with 15of the order value. The assertion of a possible further damage remains reserved.

II.
The right of the parties to terminate the contract extraordinarily for an important reason remains unaffected by this. In particular, either party can terminate the contract if due to culpable conduct of the other party the execution of the contract or of the purpose of the contract is jeopardized to such an extent that the terminating party can no longer be expected to maintain the contractual relation.

§ 9 Professional Secrecy

I.
We commit ourselves to maintain secrecy about all the facts that have come to our knowledge in connection with our activity for the client.

II.
The delegation of the order to a subcontractor, who is also obliged to secrecy, does not represent a violation of the secrecy obligation.

III.
In case of electronic transmission between the client, the company Andrea Baumann & Christophe Barde GbR as well as a subcontractor, no absolute protection of the professional secrecy can be guaranteed, as it cannot be ruled out that unauthorized third parties can gain access to the information during the transmission.

§ 10 Compensation

I.
The compensation is due within 14 days after delivery of the translation as well as the invoice. The statutory value-added tax is not included in our prices; it is set out separately in the invoice to the statutory amount on the day of invoicing.

II.
In addition to the agreed fee, all expenditures of the company Andrea Baumann & Christophe Barde GbR actually incurred and agreed beforehand with the client are to be reimbursed.

III.
If the client falls in default of payment, we are entitled to claim default interest to the amount of 8p.a. above the prevailing bank rate of the Deutsche Bundesbank. In case we are in a position to prove greater damages caused by default, we are entitled to assert these. However, the client is entitled to prove that we have incurred no or substantially smaller damage as a result of the default of payment.

IV.
The client only has a right to compensation if his counterclaims are determined valid in law, undisputed or recognized by us.

V.
The company Andrea Baumann & Christophe Barde GbR is entitled to demand in principle an advance to the amount of maximum 35of the order value. This is only done in exceptional cases, if the order is particularly extensive or if the headquarters of the client are situated outside Germany.

VI.
If the translation exceeds the agreements in extent and degree of difficulty or if it is agreed that the delivery date has to occur earlier than determined in the order, the company Andrea Baumann & Christophe Barde GbR is entitled to increase the remuneration according to the additional work, by maximum 10of the order.

VII.
Clients with their headquarters outside Germany settle the invoices per bank transfer or Paypal (in Euro), bank charges are chargeable to the client.

§ 11 Retention of Title and Copyright

I.
The translation and/or other services remain the property of the company Andrea Baumann & Christophe Barde GbR until full payment. Until then, the client has no right of use.

II.
The company Andrea Baumann & Christophe Barde GbR reserves the copyright.

§ 12 Applicable Law, Place of Performance, Place of Jurisdiction, Escape Clause

I.
For the legal relations between the company Andrea Baumann & Christophe Barde GbR and their customers, the law of the Federal Republic of Germany is valid exclusively.

II.
Grafing near Munich, Germany, is agreed upon as the exclusive place of performance. This also applies if the client does not have a place of general jurisdiction in Germany or his domicile or his habitual residence at the time of the filing of the action is not known.

III.
The exclusive jurisdiction for disputes before the district court is the District Court [Amtsgericht] Ebersberg and before the higher district court, it is the Higher District Court [Landgericht] Munich II.

IV.
Should individual provisions of these general terms of business or part thereof be or become entirely or partially ineffective, the validity of the remaining general terms of business remains unaffected by this. The ineffective provisions are to be replaced by the effective arrangements, coming as closely as possible to the general terms of business as a whole as well as to the other contractual agreements from a factual, legal and economic point of view. The same applies should the general terms of business contain a gap.