Cologne Book Manufactory

Terms & Conditions

Date of issue: January 2023

 

Content

1. Scope of Action
2. Placing of Orders, Performance
3. Customer’s Duty to Cooperate
4. Confidentiality Clause
5. Prices
6. Payment, Due Date
7. Delivery Periods, Deadlines
8. Default of Acceptance
9. Duration of Contract and Termination
10. Limitation of Liability
11. Notice of Defects
12. Severability Clause
13. Applicable Law
14. Place of Government and Jurisdiction
15. Written Form Clause

1. Scope of Action

These terms and conditions apply between Cologne Book Manufactory – hereinafter referred to as “CBM” – and its clients. The General Terms and Conditions are automatically accepted by the client by placing the order. They shall apply for the duration of the business relationship.

2. Placing of Orders, Performance

2.1 The basis of the business relationship is the respective project contract or the written order of the Customer to CBM, in which the scope of services as well as the remuneration are stipulated.
2.2 The Customer may place orders with CBM verbally, by telephone, by mail, by fax or by e-mail. CBM shall also accept informal orders. After receipt of the order, the Customer shall receive a written order confirmation by e-mail or post. With this order confirmation, the order shall be deemed accepted and the contract shall be deemed concluded.
2.3 In the event of special requirements, CBM shall call in freelancers and/or subcontractors who are known through many years of cooperation. In such cases, the business relationship shall continue to exist between CBM and the Customer, unless otherwise agreed.
2.4 Updates and amendments to offers and orders shall be stipulated in writing by both parties and shall form part of the contractual relationship between CBM and the Customer as a supplementary agreement.

3. Customer’s Duty to Cooperate

3.1 The Customer shall provide CBM with all documents, information and materials required for the execution of the order.
3.2 The quality of the information provided by the Customer and the Customer’s cooperation (e.g. in checking interim results, timely delivery of information or author’s correction, etc.) are indispensable prerequisites for the success of the individual projects. Thus, CBM and the Client bear a joint responsibility for the success.
3.3 The Customer warrants that the analyses, concepts, reports, drafts, presentations, charts, calculations and other documents prepared by CBM within the scope of the order shall only be used for its own purpose, or to the extent otherwise contractually agreed, if applicable. Copyrights and other industrial property rights to the aforementioned items shall remain with CBM.

4. Confidentiality Clause

CBM shall be obliged to maintain secrecy about all operational, business and private matters that become known within the scope of the agreed activity. This obligation to maintain secrecy shall apply to the same extent to vicarious agents of CBM. The obligation to maintain secrecy shall also apply after termination of the contract and may only be revoked in writing by the Customer itself. Furthermore, CBM shall be obliged to carefully store the documents provided for the purpose of the agreed activity and to protect them against inspection by third parties.

5. Prices

All services of CBM are quoted in net prices. The statutory value added tax at the rate applicable at the time of invoicing shall be shown separately. Shipping costs incurred within the scope of the order shall be borne by the Customer.

6. Payment, Due Date

6.1 A claim for payment of the price shall arise for each individual service as soon as it has been rendered by CBM. All services provided by CBM which are not expressly stated as being included in the price are ancillary services which shall be paid for separately.
6.2 Payment shall be due without deduction as soon as the invoice is received by the Customer.
6.3 The Customer shall be in default even without a reminder from CBM if it fails to make payment within 14 days of the due date and receipt of the invoice. In this case, CBM shall be entitled to charge interest on arrears at the statutory interest rate.
6.4 The Customer shall only be entitled to set-off and retention of similar claims (paragraph 6.3) if they have been legally established and are undisputed. For dissimilar claims, a right of retention shall be limited to claims arising from the same contractual relationship.

7. Delivery Periods, Deadlines

7.1 Delivery periods are approximate times or expected dates which are given to the best of our knowledge and belief. If the Customer requests changes or additions to the order after the order has been placed or if other circumstances occur which make it impossible for CBM to meet the delivery date, the delivery date shall be postponed by a reasonable period of time.
7.2 CBM undertakes to inform the Customer in good time if there is a risk of delay.
7.3 If non-compliance with a binding delivery date is demonstrably due to mobilization, war, riot, strike, lockout or force majeure, the delivery period shall be reasonably extended. The customer may only withdraw from the contract after expiry of the extended deadline. The withdrawal must be made in writing.

8. Default of Acceptance

If the Customer is in default of acceptance of the Services or if the Customer fails to cooperate or delays cooperating in accordance with § 3 para. 1 or otherwise, CBM shall be entitled to demand the agreed remuneration for the Services not performed as a result. CBM’s claims for reimbursement of additional expenses incurred shall remain unaffected.

9. Duration of Contract and Termination

The contract shall end upon completion of the respective project. However, it may be terminated earlier in writing with a notice period of 8 weeks if operational reasons of the Customer require this. In this case, the remuneration for CBM shall be as follows:
For the services rendered by CBM until the end of the contract, the full remuneration shall be paid. No remuneration shall be paid for the services no longer to be rendered as a result of the premature termination.

10. Limitation of Liability

10.1 CBM shall not be liable for any damage caused by force majeure (e.g. power failures, natural events or traffic disruptions), network and server errors, line and transmission disruptions, viruses or disruption of the postal service. The Customer shall be responsible for the final verification of all data transmitted or sent.
10.2 CBM also assumes no liability for damage to the Client’s hardware and software caused by the unknowing sending of documents by e-mail that have been infected by a virus.
10.3 Nevertheless, CBM guarantees data storage and transmission at a level of security appropriate to the handling of confidential data.
10.4 CBM undertakes to perform the transferred work with professional and commercial care to the best of its knowledge. Nevertheless, it shall not be liable in the event that the success of a proposed measure falls short of the Customer’s expectations. This limitation of liability pursuant to this paragraph shall also apply to CBM’s vicarious agents.
10.5 CBM shall not be liable for damages and consequential damages to the extent that the Customer itself or third parties have altered or falsified the materials, documents or information provided by CBM.

11. Notice of Defects

11.1 If the Client does not notify CBM in writing of any objectively existing, serious defects within 30 days after the execution of the order, the order shall be deemed to have been finally executed.
11.2 If the Client completely questions a service, this complaint must be supported by a reputable counter-assessment prepared by a third party.
11.3 If a complaint is made, CBM must be given the opportunity to remedy the defect. If this rectification is demonstrably unsuccessful, the Customer shall be entitled to a reduction in price or rescission. In any case, however, liability shall be limited to the amount of the order concerned. CBM shall not assume any liability based on the infringement of a copyright or on claims of third parties.
11.4 If the delivery period has been exceeded by an unreasonably long time – in this case the individually agreed delivery period shall be considered as a guideline – and CBM has been unable to meet a reasonable grace period communicated by Customer in writing, Customer shall be entitled to withdraw from the contract.

12. Severability Clause

Should any provision of these General Terms and Conditions be or become invalid, the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a provision that comes closest to the will and interest of both parties within the scope of what is legally permissible.

13. Applicable Law

The legal relationship between the Customer and CBM shall be governed exclusively by German law.

14. Place of Performance and Jurisdiction

14.1 The place of performance shall be Cologne.
14.2 The place of jurisdiction for all disputes arising directly or indirectly between CBM and the Customer shall be the court having local jurisdiction for CBM.

15. Written Form Clause

Supplements and/or amendments to these GTC must be made in writing.