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Terms of Condition

General Terms and Conditions of the company Leon Schäfer ITCon

1. Scope of Application

  • 1.1 :- Our terms and conditions are the legal basis for all current and future business relationships and legal transactions with suppliers and customers, unless they are expressly amended or excluded in writing.
  • 1.2 :- Consumers: i.e. natural persons with whom legal transactions are concluded without direct connection to a commercial, freelance or other entrepreneurial activity.
  • 1.3 :- Entrepreneurs: i.e. natural or legal persons or partnerships with legal capacity with whom legal transactions are concluded in connection with a commercial or independent professional activity.
  • 1.4 :- Deviating agreements or general terms and conditions of customers or suppliers shall not become part of the contract unless otherwise agreed individually and in writing.

2. Conclusion of Contract

  • 2.1 :- Our offers are subject to change and non-binding. By placing an order, the customer submits a binding offer, the acceptance of which will be decided by us within two weeks by written confirmation or delivery of the goods. Specified dates and delivery periods are non-binding unless they are expressly guaranteed in writing.
  • 2.2 :- If orders from consumers are placed electronically, we will confirm receipt of the order immediately. The reconfirmation does not constitute acceptance, but can be expressly combined with acceptance.
  • 2.3 :- The conclusion of the contract is subject to correct and timely delivery by our supplier, in particular in the case of the conclusion of a congruent hedging transaction. This shall not apply if we are responsible for the non-delivery. We shall inform the customer immediately of the non-availability of the service. Any payments or advance payments made will be refunded immediately.
  • 2.4 :- If the consumer orders the goods electronically, the text of the contract will be saved by us and sent to the customer by e-mail on request, including these GTC.

3. Distance Contracts

  • 3.1 :- If the contract between us and a consumer is concluded for the delivery of goods or provision of services using exclusively means of distance communication (distance contract), the consumer has a right of cancellation. The cancellation requires no justification and must be made within two weeks of receipt of the goods. It can be declared by written cancellation or by returning the goods within the deadline.
  • 3.2 :- When exercising the right of cancellation, the consumer is obliged to return the goods in the same way as they were delivered. The costs of returning the goods shall be borne by the customer without exception.
  • 3.3 :- The consumer must pay compensation for any deterioration caused by the intended use of the goods. The consumer must inspect the goods carefully and diligently. The consumer shall bear the loss in value resulting from use that goes beyond mere inspection and which means that the goods can no longer be sold as ‘new’.

4. Transfer of Risk

  • 4.1 :- In the case of a delivery to an entrepreneur, the risk of accidental loss and accidental deterioration of the goods shall pass upon handover, in the case of an agreed shipment upon handover to the courier service, forwarding agent, carrier or other person or company designated to carry out the shipment.
  • 4.2 :- In the case of delivery to a consumer, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer upon delivery and handover of the goods. If the buyer is in default of acceptance, this shall be deemed equivalent to handover.

5. Reservation of Title

  • 5.1 :- In the case of deliveries to consumers, we reserve title to the goods until the purchase price has been paid in full.
  • 5.2 :- In the case of deliveries to entrepreneurs, we reserve title to the goods until all claims arising from the current business relationship have been settled in full. In the ordinary course of business, the goods in our ownership may be resold, provided that the entrepreneur is not in arrears with the settlement of claims. Within the scope of the authorised resale, the entrepreneur hereby assigns his delivery claims to his customers in advance. Within the scope of this assignment, the entrepreneur is obliged to provide information about the resale and to submit an invoice at our request.

6. Purchase Price / Remuneration

  • 6.1 :- The statutory value added tax is not included in the purchase price or other remuneration shown by us. In the case of sale by dispatch, the purchase price is subject to a flat-rate shipping charge of € 40 per item of goods.
  • 6.2 :- The purchase price of goods and other charges are payable and due within 7 working days of the invoice date. After expiry of this period, the customer shall be in default without a reminder. Notwithstanding the above, in the case of distance selling contracts or mail order purchases, the purchase price is payable and due concurrently with the delivery of the goods. Payment of the purchase price or other charges is only permitted by cash on delivery, collection authorisation or credit card.
  • 6.3 :- In the event of default, the consumer shall be charged 5% and the entrepreneur 8% interest above the respective base rate. A higher default damage can be asserted against the entrepreneur against appropriate proof.
  • 6.4 :- The customer shall bear all expenses such as travel and accommodation costs, out-of-pocket expenses and third-party claims for payment incurred in connection with the fulfilment of the contract. Travelling expenses shall only be reimbursed by us if the journey to our registered office is more than 100 km. Pure travelling time shall not be reimbursed. For the processing of orders with third parties, the costs of which are charged directly to the customer, we may charge a consultancy fee on a time and material basis.
  • 6.5 :- Remuneration for our work is generally based on time spent, which is invoiced on a monthly basis. Unless otherwise agreed, the remuneration of the time spent shall be based on our current remuneration rates. We shall be entitled to amend or supplement the remuneration rates on which the agreements are based at our reasonable discretion (Section 315 BGB). Cost estimates or budget plans prepared by us are non-binding.
  • 6.6 :- If we have not made an additional agreement on the remuneration for a service that the customer could only expect to be provided against remuneration under the circumstances, the customer must pay the usual remuneration for this service. In case of doubt, the remuneration rates charged by us for our services shall be deemed customary.
  • 6.7 :- All contractually agreed remuneration is subject to statutory value added tax.
  • 6.8 :- The customer may only offset counterclaims if these have been recognised by declaratory judgement. Otherwise, a right of retention may only be exercised if the counterclaim is based on the same contractual relationship and has been announced.

7. Claims for Defects and Deadlines

  • 7.1 :- If a delivery has material defects or defects of title, the customer shall have the following claims for rectification of defects in accordance with the statutory provisions pursuant to Section 437 BGB: Claim to subsequent fulfilment through rectification and / or replacement delivery, reduction of the remuneration in the event of failed subsequent fulfilment at the request of the customer (reduction) or cancellation of the contract (rescission), compensation for damages or reimbursement of futile expenses to the statutory extent (§ 437 No. 3 BGB).
  • 7.2 :- Subsequent fulfilment shall be deemed to have failed if the specific defect could not be fully rectified within a reasonable period of time even after the second rectification or if the replacement delivery has a comparable defect. Furthermore, the right of cancellation shall be excluded if only a minor defect exists or remains which does not impair normal use or corresponds to a customary quality.
  • 7.3 :- If the delivery is made to an entrepreneur, only the manufacturer’s product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising statements by the manufacturer or third parties do not constitute a contractual quality description.
  • 7.4 :- Claims for defects can only be asserted by our contractual partner within 30 days. Manufacturer warranties remain unaffected by this.
  • 7.5 :- Entrepreneurs must report obvious defects in writing without delay – but at the latest within a period of 2 weeks from receipt of the goods or service – whereby the timely dispatch of the notification is sufficient to meet the deadline. For merchants, the legal requirements for the commercial duty to inspect and give notice of defects (§ 377 HGB) apply. The entrepreneur shall bear the full burden of proof for proving the prerequisites for the claim, in particular with regard to the defect, the time of discovery of the defect and the timeliness of the notification of defects.
  • 7.6 :- If a customer justifiably withdraws from the contract, the claim for damages due to the defect is excluded. Otherwise, compensation shall be limited to the difference between the purchase price and the value of the defective item, provided that the goods remain with the customer. This shall not apply if the breach of contract on our part was demonstrably caused fraudulently.
  • 7.7 :- Claims for defects become time-barred one year after delivery in the case of delivery of new goods to entrepreneurs. Claims for defects are excluded for the delivery of used goods. In the case of consumers, the limitation period is two years and in the case of delivery of used items one year from delivery of the goods.

8. Customer’s Duty to Co-operate

  • 8.1 :- The customer shall support us in the fulfilment of the contractually owed services. This includes in particular the timely provision of information, data material as well as hardware and software, insofar as the customer’s co-operation services require this. The customer shall instruct us in detail with regard to the services to be provided by us.
  • 8.2 :- The customer shall provide the required number of its own employees with the necessary expertise to fulfil the contractual relationship.
  • 8.3 :- If the customer has undertaken to provide us with materials (image, sound, text or similar) as part of the fulfilment of the contract, the customer must make these available to us immediately and in a common, directly usable, preferably digital format. If it is necessary to convert the material provided by the customer into another format, the customer shall bear the costs incurred for this. If hardware or software or a software module is the subject of the contract, which the customer has to procure, the customer shall also be obliged to make these available immediately. The customer shall ensure that we obtain the rights required to use these materials.
  • 8.4 :- The customer shall cooperate at its own expense.

9. Involvement of Third Parties

  • 9.1 :- The customer shall be liable for third parties who work for the customer at the customer’s instigation or with the customer’s acquiescence in the area of activity of the service to be fulfilled by us in the same way as for vicarious agents. We shall not be responsible to the customer if we are unable to fulfil our obligations to the customer in whole or in part or on time due to the behaviour of one of the aforementioned third parties.

10. Meetings

  • 10.1 :- The contracting parties shall set deadlines in writing wherever possible. Deadlines, the non-observance of which causes a contracting party to be in default without a reminder in accordance with Section 286 (2) BGB (binding deadlines), must always be specified in writing and designated as binding.
  • 10.2 :- We shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.) and circumstances within the customer’s sphere of responsibility (e.g. failure to provide cooperation services on time, delays caused by the customer, behaviour of third parties attributable to the customer, etc.) and shall be entitled to postpone the provision of the affected services for the duration of the hindrance plus a reasonable start-up period. We shall notify the customer of delays in performance due to force majeure.

11. Changes to Services

  • 11.1 :- If the customer wishes to change the contractually agreed scope of the services to be provided by us, he must notify us of this change request in writing. The further procedure shall be governed by the following provisions. In the case of change requests that can be quickly checked and presumably implemented within 8 working hours, we can dispense with the following procedure in accordance with paragraphs 11.2 to 11.5.
  • 11.2 :- We shall examine what effects the desired change will have, in particular with regard to remuneration, additional expenses and deadlines. If we recognise that services to be provided cannot be performed or can only be performed with a delay due to the review, we shall inform the customer of this and point out that the change request can only be reviewed if the affected services are initially postponed for an indefinite period of time. If the customer agrees to this postponement, we shall carry out the examination of the change request. The customer shall be entitled to withdraw his change request at any time during the review phase; the initiated change procedure shall then end.
  • 11.3 :- After reviewing the change request, we shall explain to the customer the effects of the change request on the agreements made. The presentation shall contain either a detailed proposal for the implementation of the change request or information as to why the change request cannot be implemented.
  • 11.4 :- The contracting parties shall immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful agreement to the text of the agreement to which the change relates as a supplementary agreement.
  • 11.5 :- If no agreement is reached or if the amendment procedure ends for any other reason, the original scope of services shall remain unchanged. The same shall apply in the event that the customer does not agree to a postponement of the services for the further performance of the inspection in accordance with paragraph 11.2.
  • 11.6 :- The dates affected by the change procedure shall be postponed, taking into account the duration of the review, the duration of the vote on the change proposal and, if applicable, the duration of the change requests to be carried out, plus a reasonable start-up period if necessary. We shall inform the customer of the new dates.
  • 11.7 :- The customer shall bear the costs arising from the change request. This includes in particular the examination of the change request, the preparation of a change proposal and any downtimes. In the event that an agreement on daily rates has been reached between the parties, the expenses shall be charged according to these rates, otherwise according to our usual remuneration.
  • 11.8 :- We are entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account our interests.

12. Rights

  • 12.1 :- We grant the customer the non-exclusive right, unlimited in terms of time and space, to use the services provided in accordance with the contract. If software is the subject of the services, the provisions of § 69 d and e UrhG shall apply.
  • 12.2 :- Any use beyond that described in paragraph 1 is not permitted. In particular, the customer is prohibited from granting sub-licenses and from reproducing, renting or otherwise exploiting the services.
  • 12.3 :- Until full payment of the remuneration, the customer is only permitted to use the services provided on a revocable basis. We may revoke the use of such services for which the customer is in default of payment for the duration of the default.

13. Liability

  • 13.1 :- Our liability is limited to grossly negligent or wilful breaches of duty. This limitation of liability shall also apply to our legal representatives or vicarious agents. This shall not affect the customer’s claims arising from product liability or breaches of duty attributable to us which have led to physical injury or damage to health or to the loss of the customer’s] life.
  • 13.2 :- We are not liable for the loss of data and/or programmes insofar as the damage is due to the fact that the.customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

14. Non-Solicitation

  • 14.1 :- The customer undertakes not to solicit employees from us or to employ them without our consent for the duration of the co-operation between the parties and for a period of one year thereafter. For each case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by us and, in the event of a dispute, to be reviewed by the competent court.

15. Confidentiality, Press Release

  • 15.1 :- The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of the cooperation and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties shall not include auxiliary persons such as freelancers, subcontractors, etc. engaged for the performance of the contractual relationship.
  • 15.2 :- In addition, the contracting parties agree to maintain confidentiality regarding the content of this contract and the knowledge gained during its performance.
  • 15.3 :- The confidentiality obligation shall also apply beyond the termination of the contractual relationship.
  • 15.4 :- If a contracting party so requests, the documents provided by it, such as strategy papers, briefing documents, etc., shall be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.
  • 15.5 :- Press releases, information etc. in which one contracting party refers to the other are only permitted after prior written agreement – also by e-mail.

16. Arbitration

  • 16.1 :- In the.event of any differences of opinion arising from or in connection with this contractual relationship, the parties shall first endeavour to reach a solution through in-depth discussion between the contact partners.
  • 16.2 :- Differences of opinion that cannot be resolved by the parties shall be settled by arbitration. If a party refuses to take part in arbitration proceedings, it may take recourse to the ordinary courts if it has previously notified the other party of this in writing.
  • 16.3 :- To enable arbitration, the parties mutually waive the defence of the statute of limitations for all claims arising from the matter in dispute from the request for arbitration until one month after the end of the arbitration proceedings. The waiver has the effect of suspending the limitation period.
  • 16.4 :- The dates affected by the conciliation proceedings, including.junit.the preceding discussion between the contact partners, shall be postponed as necessary, taking.intinto account the duration of the conciliation and, if applicable, the duration of the conciliation results to be executed, plus a reasonable start-up period.

17. Other

  • 17.1 :- The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The regulation of § 354 a HGB remains unaffected by this.
  • 17.2 :- A right of retention may only be asserted on the basis of counterclaims arising from the respective contractual relationship.
  • 17.3 :- The contracting parties may only offset claims that have been recognised by declaratory judgement or are undisputed.
  • 17.4 :- The customer authorises us to name the customer as a reference.customer on our website or in other media. We may also publicly reproduce or refer to the services provided for demonstration purposes, unless the customer can.assert a conflicting legitimate interest.

18. Industrial Property Rights

  • 18.1 :- Our customers are obliged to inform us immediately in writing if third parties assert an infringement of industrial property rights in connection with deliveries or services provided by us.

19. Final Provisions

  • 19.1 :- All amendments and additions to contractual agreements must be recorded in writing for verification purposes. Cancellations must be made in writing. Notifications that must be made in writing may also be made by e-mail.
  • 19.2 :- The law of the Federal Republic of Germany shall apply to all contracts or legal relationships concluded with us. The provisions of the.UN Convention on Contracts for the International Sale of Goods shall not apply.
  • 19.3 :- The place of jurisdiction is Munich if the customer is a merchant, a legal entity under public law or a special fund under public law. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.
  • 19.4 :- General Terms and Conditions of the customer shall not become part of the contract.
  • 19.5 :- Should individual provisions of the above General Terms and Conditions or of the individual contract with the customer be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a legally valid provision that comes as close as possible to the economic purpose and the interests of the invalid provision.
  • 19.6 :- The above GTC shall become an integral part of the contract for all ongoing business relationships and contracts concluded with effect from 1 January 2015.