GENERAL TERMS AND CONDITIONS
For all business in the field of sales, marketing, public relations (PR) and events between the client and alvacon e.K., these 'General Terms and Conditions' (GTC) shall apply exclusively. Conflicting terms and conditions of the client shall only be effective if they are expressly accepted by alvacon e.K. in writing. Agreements deviating from or supplementing these GTC must be made in writing. Should individual provisions of these GTC be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and purpose.
2. Offer and Understanding
The basis of the business relationship is the agreement, order confirmation or the respective sales, marketing PR consulting contract or events, in which all agreed services (scope of services) as well as the remuneration are recorded. The offers of alvacon e.K. are subject to change and are valid for the period stated in the offer. Orders placed by the client shall be deemed accepted only upon written confirmation of the order by alvacon e.K., unless alvacon e.K. indicates that it accepts the order, for example by taking action on the basis of the order.
3. Service and Fee
Unless otherwise agreed, the fee claim of alvacon e.K. shall arise for each individual service as soon as it has been rendered. alvacon e.K. shall be entitled to demand advance payments to cover its expenses. All services rendered by alvacon e.K. that are not expressly covered by the agreed fee shall be remunerated separately. This applies in particular to all ancillary services provided by alvacon e.K.. All expenses incurred by alvacon e.K. on behalf of the client shall be reimbursed by the client. Cost estimates of alvacon e.K. are non-binding. If it is foreseeable that the actual costs will exceed the estimated costs by more than 20 percent, alvacon e.K. will inform the client of the higher costs. The cost overrun shall be deemed to have been approved by the client if the client does not object in writing within three days of such notification and at the same time discloses less expensive alternatives. For all agreed work of alvacon e.K., which for whatever reason is not executed or completed, alvacon e.K. shall be entitled to an appropriate remuneration. Upon payment of this remuneration, the client shall not acquire any rights to such work; rather, concepts, drafts and the like that have not been executed shall be returned to the agency without delay.
4. Third-party Costs and Expenses
Third-party costs are costs incurred for sales, marketing and PR measures as well as events, such as room rentals, entertainment costs, fees for photographers and models, clipping services, production, printing, paper, translation costs, shipping costs, postage, journalists' gifts, repro costs, etc. These costs will be charged to the client on the basis of individual receipts, with the addition of a 10 percent (10%) handling fee, unless the client pays these costs directly. Travel expenses are third-party costs. Domestic expense rates include meals and communication costs (mobile phone, online fees, telephone costs, etc.) and amount to € 100.00 for less than 12 hours and € 200.00 between 12 and 24 hours. Deductions for meals provided are: breakfast € 15.00, lunch € 25.00 and dinner € 25.00. Travel expenses are assessed at € 0.50 per kilometer traveled, with short trips of less than 30 km not charged.
For the participation in presentations, alvacon e.K. shall be entitled to an appropriate fee, which shall at least cover the entire personnel and material expenses of the agency for the presentation as well as the costs of all external services. If alvacon e.K. does not receive an order after the presentation, all services rendered by alvacon e.K., in particular the presentation documents and their contents, shall remain the property of alvacon e.K.; the client shall not be entitled to use them further - in any form whatsoever; rather, the documents shall be returned to alvacon e.K. immediately upon request. If the presentation leads to an order, the presentation fee shall be credited.
6. Obligation to Secrecy
alvacon e.K. shall treat all business transactions of the client that come to its knowledge, as well as its internal information in general, as strictly confidential.
7. Property Rights and Copyright Protection
Upon payment in full and for the duration of the contract, the client shall acquire the right to use all work produced by alvacon e.K. within the scope of this order for the agreed purpose and to the agreed extent, provided that no third party rights conflict with this. If the client wishes to exploit work designed by alvacon e.K. in whole or in part beyond the originally agreed purpose or scope or abroad, this shall require a separate fee agreement to be made in advance. The same applies if the client wishes to continue using work designed by alvacon e.K. after the end of the cooperation, unless all rights of use have already been settled.
All media distributors are basically the property of alvacon e.K.. They will not be given out of house. Only the table of contents (list of media titles) of the individual distribution lists will be made available to the client upon request. This does not apply, of course, if the distribution lists are provided by the client. All agreed services provided by alvacon e.K., including individual parts thereof, shall remain the property of alvacon e.K. and may be reclaimed at any time - in particular upon termination of the cooperation.
The contractor shall be entitled to refer to alvacon e.K. and, if applicable, to the originator on all information media and in all measures, without the client being entitled to any remuneration for this.
All services proposed or to be performed by alvacon e.K. shall be reviewed and approved by the client. In particular, the client shall check the legal admissibility, especially the admissibility under competition and trademark law. alvacon e.K. shall arrange for an external legal review only upon written request of the client; the client shall bear the associated costs.
alvacon e.K. shall endeavor to meet the agreed deadlines. However, failure to meet the deadlines shall not entitle the client to assert its statutory rights until it has granted alvacon e.K. a reasonable period of grace. This period shall commence upon receipt of a reminder letter by alvacon e.K.. An obligation to pay damages under the title of delay shall only exist in case of intent or gross negligence on the part of alvacon e.K.. Unavoidable or unforeseeable events - in particular delays at alvacon e.K.'s contractors - shall release alvacon e.K. from compliance with agreed delivery dates.
Invoices of alvacon e.K. are due for payment without deduction immediately and no later than 30 calendar days after receipt of the invoice. In the event of late payment, interest on arrears at the usual rate shall be deemed to have been agreed. Delivered goods remain the property of alvacon e.K. until full payment has been received. The customer may only offset undisputed or legally established claims or assert a right of retention.
12. Warranty and Compensation
alvacon e.K. warrants the proper and timely performance of the assigned tasks. The client shall assert and substantiate any complaints in writing within three days after performance by alvacon e.K.. In case of justified and timely complaints, the client has the right to rectification of the service by alvacon e.K.. In the case of warranty, rectification of defects shall always have priority over price reduction or rescission. In case of a justified notice of defects, the defects will be remedied within a reasonable period of time. Claims for compensation and possible notices of defects can only be asserted during the period of performance. Thus, the warranty period is limited to the implementation period. Defects discovered must be reported in writing and documented immediately after the agreed service has been provided and accepted. Notices of defects shall only be accepted if they concern reproducible defects. The reversal of the burden of proof according to § 476 BGB (German Civil Code) is excluded, the existence of the defect at the time of handover has to be proven by the client. Claims for damages by the customer, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, defective or incomplete performance, consequential damage or tort, are excluded, unless they are based on intent or gross negligence of alvacon e.K..
13. Liability and Consequential Damages
The client shall be expressly responsible for compliance with the statutory provisions, in particular the provisions of competition law, in the measures proposed by alvacon e.K. for the performance of the respective agreed orders. In particular, the client will only approve a proposed measure, e.g. in public relations (PR), once he himself has ascertained that it is unobjectionable under competition law or if he is prepared to bear the risk associated with the implementation of the measure, e.g. public relations (PR), himself. Any liability of alvacon e.K. for claims made against the client on the basis of the agreed services released by the client is expressly excluded; in particular, alvacon e.K. shall not be liable for litigation costs, the client's own legal fees or costs of judgment publications as well as for any claims for damages or similar claims of third parties. In the event that claims are asserted against alvacon e.K. itself due to the implementation of a measure or an order, for example in public relations (PR), the client shall indemnify and hold alvacon e.K. harmless. The client shall thus compensate alvacon e.K. for all financial and other disadvantages (including immaterial damages). Should alvacon e.K. incur damages as a result, the client shall be obliged to pay compensation. The assertion of consequential damages shall be deemed excluded, except in the case of intentional or grossly negligent misconduct by the contractor within the scope of the statutory provisions. This applies in particular to the production costs of, for example, printed matter. Liability for a specific success, for example advertising success, is excluded. Liability for slight negligence is excluded. The existence of gross negligence must be proven by the injured party.
14. Applicable Law
The legal relations between the customer and alvacon e.K. and the question of a validly concluded contract as well as its preliminary and subsequent effects shall be governed exclusively by German law.
15. Place of Performance and Jurisdiction
Place of performance is Starnberg.
The place of jurisdiction for all disputes arising directly or indirectly between alvacon e.K. and the customer shall be the German court with local and subject-matter jurisdiction for the registered office of alvacon e.K.. However, alvacon e.K. shall also be entitled to call upon another court having jurisdiction over the customer.
☏ +49 8151 7460 415
🖷 +49 8151 7460 416
✉ office (at) alvacon.com
Management: Joachim Hueggenberg
Sales tax ID: DE221535760
Local court Munich - HRA 103284
* This is a translation of the General Terms and Conditions of alvacon e.K.. In the event of a legal dispute, the German terms and conditions shall have sole validity.