01 These general terms and conditions (hereinafter: “GTC”) apply to all contracts for the provision of services, in particular agency and communication and development services in the B2B sector

between

MINT GmbH
Arnoldstraße 13 e/f
47906 Kempen,
(hereinafter referred to as “user”, “we” or “us”)

and you

(hereinafter referred to as “Partner”, “Your” or “You”).

02 These terms and conditions are aimed at companies/entrepreneurs (§14 BGB), but not at consumers (§ 13 BGB) or final consumers within the meaning of PAngV. Our range of services is aimed exclusively at entrepreneurs. Contracts are concluded exclusively with entrepreneurs. A contract with consumers is not concluded.

03 You are a “consumer” if you are a natural person who concludes a contract with us for purposes that cannot be attributed primarily to your commercial or self-employed, freelance, public or non-profit professional activity.

04 “Entrepreneur” is you if you are a natural person or conclude a contract for a legal entity or a partnership with legal capacity which, when concluding the contract with us, acts in the exercise of its commercial, freelance, self-employed, public or non-profit professional activity.

05 These terms and conditions apply to all of our platforms. “Platforms” are all of our sales and operational channels and services. In particular, this includes all our premises; all our physical or electronic documents such as emails, order documents or information materials; all our sales areas as well as our websites or apps and our profiles on websites or apps of our partners.

06 The version of the terms and conditions valid at the time of conclusion of the contract is decisive. Different terms and conditions are not accepted. This applies even if we have not expressly objected to the inclusion. Something else may apply, insofar as these terms and conditions provide otherwise in individual cases. Insofar as there are legal texts or documents translated into a language other than German, the German legal texts or documents are legally binding and therefore applicable — the translated legal texts or documents are used solely for better understanding.

07 All agreements made between you and us in connection with a service result in particular from an order or assignment and the associated attachments, our confirmation, our acceptance and, insofar as not regulated there, from these terms and conditions. These terms and conditions also apply to subsequent orders or assignments that you submit during or after the end of the contract period, unless other terms and conditions have been included at that time.

08 With the exception of written changes and additions to these terms and conditions, documents or documents created electronically or digitally will be treated in the same way as written documents or documents.

09 These terms and conditions also apply to other contracts concluded between you and us, insofar as there are no special terms and conditions relating to the other type of contract and clauses of these terms and conditions may apply in terms of content.

01 We provide agency and communication and development services, particularly in the B2B sector and consulting and brokerage services

02 In individual cases, the scope of our services is decisive:

01 We receive compensation for our services in accordance with:

02 We are committed to providing the contractually agreed services carefully and conscientiously. In the case of services that are not part of a work obligation, the achievement of performance success is not owed. We do not carry out a legal or tax audit of the service or the service result — in particular, you remain responsible for compliance with third-party rights or public legislation.

03 When carrying out our activities, we are not subject to any instructions regarding the type of provision of our services, the place of provision of services and the time of provision of services, unless otherwise agreed in writing. When setting up working hours, we will set these ourselves in such a way that the purpose of the service is effectively achieved. The provision of services is coordinated and coordinated with you for the purpose of increasing effectiveness.

04 In addition to the fee in accordance with paragraph 1, they reimburse expenses for necessary expenses by the user. The fee is increased by additional costs such as travel costs, bank fees, office supplies, communication costs, material costs, travel expenses. 0.40€ is charged for each kilometer traveled.

05 We are entitled to engage third parties, in particular as subcontractors, to provide the service.

06 Insofar as third-party services (such as licenses, software, parts) from third parties have been identified in an individual contract or in any other way, in particular agreed by us with you to perform our services, we are authorized by you to procure or broker them on your behalf and at your expense in accordance with the conditions of the manufacturer/supplier or their sales partners. You will comply with all relevant terms for third-party services (including OpenSource, Freeware, or Creative Commons conditions) and make any necessary contract or license extensions yourself. We are not obliged to provide third-party services. We are entitled to require an appropriate service fee (regularly 15% of external services) to commission and coordinate third-party services.

07 We are entitled to act as your representative vis-à-vis third parties.

08 If you would like a subsequent change to a service description, you will inform us of the changed ideas as early as possible in a concrete and verifiable form of a change to the briefing. If there is a change in the briefing, we may discontinue the provision of services. If you object to the cessation of services, we will continue the original provision of services. We will review the change to the briefing in terms of technical feasibility and additional time and costs. If we can easily calculate the additional costs, we will let you know; if, at our discretion, a remunerated audit is necessary, we estimate the associated additional costs. You decide immediately whether you would like an audit subject to remuneration. You and we will make a decision on the implementation of the change to the briefing shortly after the review has been completed; any subsequent postponement of appointments will be at your expense. Until agreement is reached or failure to do so, the originally agreed content of services remains the same.

09 For assignments made on weekdays (Monday — Friday) between 20:00 — 6:00 (CET/CEST), the booked and billable expenses are multiplied by a factor of 1.5. On Saturdays, Sundays and public holidays, these are multiplied by a factor of 2.0. Activities you require outside regular working hours must be requested and confirmed to us before the order is placed.

10 It is possible to invoice the services at a fixed price, provided that the service to be provided represents a service that can be provided as a trade and by which it can be accepted. If a service is provided at a fixed price, we are not obliged to estimate or document the expenses. Unless otherwise agreed in writing in individual cases, travel expenses and expenses are included in a fixed price, unlike other types of billing.

11 If a service is provided free of charge in accordance with the contract, no liability is assumed for the accuracy and completeness of the results achieved in this way — with the exception of resulting damage to life, limb or health and in accordance with the Product Liability Act. It is your responsibility to check the content.

12 If a service is provided in accordance with the contract using “artificial intelligence” or AI tools such as Open-AI GPT-3 or Open-AI GPT-4, no liability is assumed for the accuracy and completeness of results achieved in this way or possible violations of rights through the use of such tools — in particular for the protection of third-party rights such as data protection, copyright or trademark rights. The provision of corresponding services is carried out exclusively by the AI tool and is not checked by us either in the process or in the result. You are responsible for the legal and content review.

as regards changes to the text (e.g. rewording, adapting and removing/adding text passages) limited to 10% of the total text volume;
With regard to layout changes (e.g. exchange/editing of images), limited to 10% of the total screen size. Further corrections will be billed by the user based on expenditure after consultation with the partner.
‍
04 No rights are transferred to you for presentations, pitches, offers, cost estimates or all other physical documents or objects as well as digital content prior to the conclusion of the contract, in particular if they are free of charge, possibly in deviation from other transfer of rights provisions. We remain full rights holders. You are not allowed to use, exploit, or otherwise use these or any part of them.

05 Suggestions or drafts rejected by you and/or not carried out are entitled to a fee even without use by you (conception/design fee). Subsequent use by you requires our written consent in any case.

06 You can place a legally binding order or order in any way that our platforms offer or that we suggest to you in individual cases. In particular, you can submit them as follows:

07 By placing an order or placing an order, you also agree to these terms and conditions and data processing in accordance with our privacy policy.

08 You are bound to the order or order for a period of 2 weeks after submission of the order or order.

09 We can confirm receipt of the placed order or order

10 In principle, we confirm the order or order ourselves. However, a third party can also provide a confirmation on our behalf if you have ordered or commissioned our service on third-party platforms — in particular a website or app from a third party — on which we maintain a profile.

11 A contract between you and us is only concluded when we

Acceptance can take place at the same time as confirmation.

12 If, after carrying out the order confirmation, declaration of acceptance or invoice, we become aware of a significant deterioration in your financial circumstances or unfavorable information about economic conduct and/or method of payment and/or other circumstances which suggest that our payment claim could be jeopardized due to lack of performance, we have a right to refuse payment until payment has been made in full or you order sufficient security. If payment is not made in due time or no security is ordered, we have an immediate right of withdrawal. Our other claims and rights remain unaffected.

13 If there are several contractual partners or if the contractual partner is a partnership, you or the shareholders of the partnership are jointly and severally liable for our claim. When executing the contract, we are entitled to rely on the instructions and information of an individual contractual partner or partner of a partnership, in particular without discussing this with the other contractual partners or shareholders of a partnership, unless another person objects in writing. An objection entitles us to terminate the contract on the basis and with the consequences of a lack of cooperation.

01 The prices stated by us are — unless otherwise presented or agreed in individual cases — net prices excluding sales tax plus additional costs.

02 Our remuneration is due — unless there is another agreement between you and us — after conclusion of the contract and before the respective provision of services and, in the case of a work contract, after receipt of delivery or acceptance or completion of the work in replacement. Notwithstanding this, we are entitled to collect advance payments on the order amount even before the full performance of the service. After that,

The remuneration or advance payment must be paid immediately after sending our invoice (invoice date). If payment is not made, payment is delayed. In the event of late payment, we are entitled to claim default interest and further compensation in accordance with legal provisions. The default interest rate for consumers for the year is 5 percentage points above the base interest rate in accordance with Section 288 BGB; for entrepreneurs, the default interest rate for the year is 9 percentage points above the base interest rate in accordance with Section 288 BGB.

03 We enable you to use various payment services and options. You can use any payment method provided by us for payment, in particular

in each case, provided that we offer an appropriate payment option. We reserve the right to exclude payment options individually or generally or to add them subsequently.

04 You make use of the payment service provided by a payment service provider by clicking on the payment service provider button during the process of ordering services. You will be directed to the appropriate page of the respective payment service provider. You use the payment service of a third platform such as Apple App Store, Google Play or Amazon Appstore by downloading our app through it. With regard to payment, we only provide access to the site of the respective payment service provider or platform, but do not become a party to the contract. In order to use payment services provided by a payment service provider or the platform, it is usually necessary to enter into a contractual relationship with the corresponding payment service provider.

The respective contractual terms, terms and conditions and data protection regulations apply.

05 In the case of a direct debit authorization, a SEPA direct debit mandate or payment by EC/Maestro or credit card, we will have your account charged at the earliest due date. A issued direct debit authorization is also valid for further orders until further notice.

06 You are not entitled to offset our claims unless your counterclaims have been legally established or are undisputed, and if you make complaints or counterclaims arising from the same contractual relationship.

07 You may only exercise a right of retention if your counterclaim results from the same contractual relationship and is legally established or undisputed.

08 In the event that one of our claims arising from one or more contracts is not paid in due time, we are entitled to commission a collection agency (e.g. Creditreform) to continue collecting the due claim. By signing the contract, you agree that we will transfer the data and information required to collect the claim to the collection agency (e.g. Creditreform) and that the collection agency (e.g. Creditreform) is entitled to store and process the data. In particular, name and address, contract date, as well as invoice number, invoice amount and due date are transmitted.

09 Fees (any offices, authorities, etc.), fees or other payment claims for other payment matters resulting from the provision of services are not included in the price and are paid by you separately and to the respective agencies or persons.

10 An hourly fee is billed every 15 minutes (0.25 hours). A quarter of the hourly rate is charged for 15 minutes that have started. In the case of flat-rate hourly packages or time quotas for the total service or certain service sections, unused hours expire after completion of the total service or the service section. In particular, there is no right to transfer the hours into another total service or to have them paid out when payment has been made.

11 The parties have the right to compare the amount of remuneration for services by means of benchmarking. For this purpose, the parties will meet at least every 2 years to verify whether the remuneration reasonably meets the parties' expectations. If this is not the case, the parties will adjust the amount of the remuneration to the usual market price level. In particular, this can be achieved by competitors of the parties submitting competing offers. If the parties are unable to agree on an adjusted remuneration as a result, the amount of the remuneration will be set by a neutral third party appointed by the parties, taking into account the usual market price level. The parties will record this neutral third party and the distribution of its remuneration in a separate attachment (remuneration).

01 Unless otherwise agreed electronically or in writing, the term of the contract begins when the user sends the order or order confirmation to the customer.

02 Unless otherwise agreed electronically or in writing, the concluded contract runs for an indefinite period of time. If the contract concluded is a work contract, it runs — unless otherwise agreed electronically or in writing — until the contractual performance obligation has been fulfilled.

03 In the case of a minimum contract period, the contract is extended continuously after the minimum contract period

04 If we cancel for good cause, you are obliged to reimburse us for the costs and remunerations that have been demonstrably incurred up to the time of termination. The services provided by us up to then must be billed on a pro rata basis, as far as this is possible, otherwise a full invoice will be made.

05 The cancellation can be made by letter or email.

06 If services owed by us have not yet been provided at the time of receipt of the notice of termination, we are released from our obligation to perform, unless the parties agree in writing on the scope of the services still to be provided.

01 If we are responsible for the achievement of a specific success in individual cases (work contract obligation), the following applies: You will check and test the service provided to you in accordance with the agreed procedure; we can also hand over verifiable partial services independently. A complete acceptance only takes place if no partial acceptance has been carried out. They ensure that our services are not used productively before testing and acceptance is completed, unless something else has been agreed between us. If the services or partial services meet the agreed requirements or if there are only minor deviations, you declare acceptance immediately and in writing. In particular, deviations which only impair functionality to an insignificant extent are insignificant. If you do not declare acceptance within one month of delivery of a service or if you have not notified us of any significant defects within this period, our services or partial services are considered accepted.

02 Acceptance can also be carried out by means of conclusive conduct, in particular through productive use of the service, through unconditional payment or retrieval of further services based on the performance or performance result.

if you have not followed instructions or instructions or have handled the services improperly
or if assumptions from the individual contract are not met, unless you prove that the defects are not attributable to this or that this does not make warranty work more difficult or only marginally difficult.

04 Where possible, they report deficiencies in writing and describing the circumstances of their occurrence and effects. They provide us with reasonable assistance in identifying and correcting errors and provide access to documents that may provide further information.

05 If there is a defect, we may, after a choice made in accordance with due discretion, eliminate the defect or deliver a new one (replenishment). Your further claims remain unaffected.

06 The printed products delivered by the agency may have a deviation of +/- 1.0 mm to 1.5 mm in format without therefore being defective. Paper and film are subject to a tolerance of +/- 10% on weight and thickness. The agency does not guarantee the absolute durability of the colors.

07 With regard to orders involving the preparation of a digital or analog proof process, the customer is obliged, in accordance with Sections 377, 381 HGB, to immediately report obvious defects in the proof to the agency. The notification is considered immediate if it is made within seven working days, and timely sending of the notification is sufficient to meet the deadline. The proof is considered free of defects upon expiry of the period for giving notice or in the absence of a complaint.

01 With payment of all invoices relating to the order, we will transfer to you all rights of use required for the use of your work and services to the extent agreed for the order.

02 In case of doubt, we fulfill our obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany limited to the period of use of the advertising material. Any further use, in particular editing and alteration, requires our prior written consent. This applies in particular to the reproduction of a draft or parts of it in a format other than agreed between the parties to the contract or to other advertising media (e.g. draft poster for brochure design).

03 Rights to use work that have not yet been paid in full at the end of the contract remain with us, subject to agreements made otherwise.

04 The transfer of usage rights from you to third parties requires our prior written consent.

05 Insofar as usage or exploitation rights (e.g. photo, film, copyright, GEMA rights) or the consent of third parties (e.g. relating to personal rights) are required for us to provide services in accordance with the contract, we will obtain these rights and consents from third parties on your behalf and for your account. Additional claims in accordance with §§ 32, 32a UrhG are at your expense. They also bear any contributions to the artists' social security fund.

06 Insofar as we obtain image and text rights from third parties in accordance with Section 13 Section 5, these only apply to the respective order.

07 You are responsible for obtaining rights to use open source code (e.g. for websites, content management systems, applications).

08 The intermediate steps and equipment used by us to produce the contract product, in particular open data (InDesign, Illustrator, Photoshop, etc.), remain our property and will not be released, even if these are invoiced separately. Unless otherwise expressly agreed, payment of the agreed fee only covers our contractually agreed service, but not the intermediate steps necessary to achieve the final result. You have the option to purchase the open data by paying an additional buy-out fee of 150% of the original creation costs. This fee is to be paid separately and enables you to acquire the rights to the specified open files and equipment for the agreed purposes, taking into account the terms and conditions set out in the contract. Sharing open data does not apply to third-party content, such as licensed photographs, fonts, or general stock material, unless you have previously acquired these rights.

01 If the partner registers an Internet domain through the user, the user only acts as an intermediary. The domain contract is concluded exclusively between the registrar and the partner.

02 The user is not legally responsible for the actual registration and allocation of the domain requested for the partner. In particular, the user does not guarantee that the domain requested for the partner is free from third-party rights or remains permanently registered for the benefit of the partner.

03 Should third parties claim an infringement of their rights against the user in connection with the registration, allocation or use of the domain by the partner, the partner will indemnify the user from all resulting damage and costs.

04 When designing websites, the user's performance is limited to pure design services without website maintenance services. The partner is responsible for procuring the software and hardware necessary to maintain the website, including necessary software updates and software upgrades.

01 The partner grants the user the right, free of charge, to draw in an appropriate font size on any realizable advertising medium created on the basis of the suggestions and drafts made by the user and to sign it for self-promotion purposes.

02 The user is entitled to use delivery items created by him for self-promotion for an unlimited period of time.

Freight costs are always charged separately to the partner. Payment of cost shares for tools, printing and embossing plates or rollers, clichés, etc. does not result in the customer acquiring ownership. Any design protection claims made by the customer remain unaffected by this. Photo negatives remain the property of the supplier to the user.

01 Templates, raw materials, print media and other objects intended for reuse, semi-finished and finished products as well as other items brought in will be stored beyond the delivery date for up to a maximum of two years after the delivery date and then destroyed without notice.

02 The user is only liable for intent or gross negligence in the event of damage or loss. Layouts, final artwork, models and other documents must be returned to the user undamaged after a reasonable period of time, but no later than upon request.

03 Electronic data records are intermediate steps in the production of printing forms (lithos, printing plates, etc.). The user is not obliged to store these beyond a period of two weeks after completion of the order, unless expressly instructed to do so by the customer. There is no liability in the event of the destruction of data records due to circumstances beyond the User's control (e.g. material defects, power failure, computer viruses, etc.). The restoration of destroyed data records shall be at the expense of the customer.

01 If, in individual cases, we are responsible for bringing about a specific result (contractual obligation), the following shall apply: The risk of accidental loss and accidental deterioration shall pass to you - even in the case of carriage paid delivery - at the latest upon delivery of the service to the person/agency designated to carry out the shipment or upon leaving the warehouse for the purpose of shipment. This also applies to partial deliveries. In the case of work services, the risk shall pass to you upon acceptance or, alternatively, completion, notwithstanding the above provision.

02 The risk shall also pass to you if you are in default of acceptance.

03 If dispatch is delayed at your request or due to circumstances for which you are responsible, the risk shall pass to you upon notification of readiness for dispatch.04 In the case of services outside our works, we shall not bear any risk of accidental loss or accidental deterioration.

04 We shall not bear any risk of accidental loss or accidental deterioration in the case of services outside our works.

05 If it becomes apparent before or during the repair that parts supplied by the partner are not worth repairing, or in the case of work outside our works that individual work can only be carried out in our works, we shall notify you immediately. We shall then be entitled to interrupt or definitively terminate the work until agreement has been reached on the measures to be taken if no agreement can be reached within a reasonable period of time. In this case, we shall charge for our actual service expenditure.

06 Insurance against storage, breakage, transport and fire damage and the like shall only be taken out on written instruction and at the expense of the partner.

07 In the case of the design of online media (e.g. websites, microsites, apps, etc.), the risk shall pass to the customer upon acceptance (§ 5), but at the latest when the online medium is put into use as intended.

01 You shall support us in the provision of our contractual services by providing reasonable cooperation. For example, you shall immediately provide us with the necessary information, data, circumstances and conditions; provide us with documents, materials, items or access for the performance of the service; immediately issue us with instructions and approvals and name a competent contact person who will not be replaced. You shall also work towards the clarification of all technical questions and details required for the execution of the contract and provide us with all documents required for this purpose. You shall review the results of the work and approve them within one week. You must check them in particular for legal admissibility, especially with regard to competition, data protection, brand and trademark law and any infringements of third-party rights or official regulations. We are not obliged to carry out a corresponding check. This approval period shall be shorter if an activity result must be provided earlier due to a shorter performance period. In the event of later approval or no approval at all, they shall be deemed to have been approved by you. If you accept the design proposed by us, this shall be deemed approval of the cost estimate associated with the proposal. You are responsible for checking any analog or digital proofs or galley proofs ordered by you. We are not liable for overlooked errors or quality defects.

02 Insofar as you are not authorized to notify, provide or make available in accordance with paragraph 1, for example because there are violations of competition, data protection, trademark and brand law or any violations of third-party rights or official regulations, there is also a lack of cooperation. You assure us that you are authorized to take the relevant actions. We will not carry out a corresponding review. You shall indemnify us on first demand against any claims by third parties that take action against us due to your lack of authorization and shall compensate us for any damage incurred due to the claim by the third party, including any court and legal costs incurred for legal defense. In all other respects, the statutory provisions shall apply.

03 Missing, incomplete, damage-causing or infringing cooperation - for example by communicating or supplying incomplete, incorrect or unsuitable information, data, materials or documents for lawful use - entitles us to terminate the contract, in the case of a contract with an entrepreneur also without effect on the agreed remuneration.

04 If we suffer damage as a result of incorrect cooperation, we shall be entitled to compensation. In this case, you shall also indemnify us against all third-party claims asserted by third parties in connection with acts of cooperation carried out by you at least through gross negligence.

01 Unless agreed in individual cases, we are not bound by deadlines and deadlines for the performance of the service. Performance dates must be in writing. Performance periods — if agreed — begin only from the conclusion of the contract and at the earliest after clarification of all order-relevant questions and details about the execution of the contract, the receipt of all documents required for the execution, the agreed payments and the fulfillment of the partner's obligations to cooperate. Deadlines and dates for deliveries and services promised by the user are always only approximate, unless a specific date for performance has been determined. The plea of unfulfilled contract remains reserved. The performance deadline is met when the service is made available for acceptance or completed as a substitute or the willingness to perform has been reported. The service is subject to the correct and timely receipt of services from subcontractors, which were discussed when the contract was concluded. This only applies if we are not responsible for the failure to provide benefits, in particular when concluding a congruent coverage transaction with our subcontractor. You will be informed immediately that the subcontractor will not be able to do so or later. The consideration will be refunded immediately. If the performance or acceptance of the service or, as a substitute, completion is delayed for reasons for which you are responsible, you will be charged for the costs incurred as a result of the delay.

02 Insofar as we are prevented from providing services due to the occurrence of unforeseeable, exceptional events for which we are not responsible and which we were unable to avert despite reasonable care in accordance with the circumstances of the individual case — irrespective of whether with us or with you — (such as operational disruptions, delays in the delivery of essential raw and auxiliary materials or the fulfilment of contracts by subcontractors, official interventions, industrial disputes, lockouts operational disruptions of any kind in our and in third-party companies, Shortage of goods or the like that are beyond our control and we are not responsible for), the service period valid for us is extended to an extent that makes it possible to adequately fulfill the performance obligation. If performance becomes impossible, we will be released from the obligation to perform without you being entitled to rescission or compensation. If you encounter such obstacles, the same legal consequences apply to your purchase obligation. The contracting parties shall immediately inform each other of any such obstacles.

03 Obstacles to performance that are not attributable to a contracting party's risk area exempt the contracting parties from performance obligations for the duration of the disruption and the extent of its effect.

01 If we are responsible for the achievement of a specific success in individual cases (work contract obligation), the following applies: The service delivered to you, manufactured by us or used and delivered to you in the manufacture, repair or other performance act remains our property until all claims under the contract have been paid in full.

02 As long as ownership has not yet been transferred to you, you are obliged to handle the item with care. In the case of particularly high-quality goods, in particular with a value of 10,000.00€ or more, you are required to insure the goods at your own expense against theft, fire and water damage at their original value.

03 If maintenance and inspection work is required, it must be carried out by you or commissioned at your expense.

04 You will immediately notify us in text form if the delivered item is seized or exposed to other interventions by third parties. If the third party fails to reimburse the judicial and extrajudicial costs of an action in accordance with Section 771 ZPO, you are liable for the loss that has arisen.

05 The processing or transformation of the item by you is always carried out on our behalf and on behalf of the user. The user's right of entitlement to the item continues with the item shown. If the item is processed with other objects not belonging to the user, joint ownership of the new item is acquired in proportion to the objective value of our item to the other processed objects at the time of processing. The same applies in the event of mixing. If a mixing takes place in a way that causes the main part as your property, you are obliged to transfer joint or sole ownership to us on a pro rata basis. You must properly store our property created in this way. In order to secure our claims against you, you also assign these claims to us, which you incur as a result of combining the reserved goods with a plot of land against a third party. We have already accepted this assignment.

06 You are only entitled to resell the reserved goods in normal business transactions as an entrepreneur, legal entity under public law or special fund under public law within the meaning of Section 310 paragraph 1 BGB. This eligibility does not exist if you are a consumer. You assign the claims against the customer arising from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the item has been resold without or after processing. You remain authorized to collect the claim even after the assignment. The right to collect the claim yourself remains unaffected. However, we will not collect the claim as long as you meet your payment obligations from the proceeds received, are not in default of payment and, in particular, no application to open insolvency proceedings has been filed or payment has been suspended.

01 If we are responsible for the achievement of a specific success in individual cases (work contract obligation), the following applies: Because of our claims, we acquire a lien on your property that came into our possession as part of the execution of the contract. It secures all claims we have against you in connection with the legal relationship as a result of which we have acquired possession of the item.

02 At your request, we will release the items subject to the lien at our discretion if the realizable value of the securities to which we are entitled exceeds the total claim to be secured by more than 20%.

01 To ensure quick and easy communication with each other, communication always takes place via e-mail. You agree that information may be sent to you by email, if available to your account on our platforms, by post or by other means.

02 Dispatch and communication are at your risk. We are not responsible and are not liable for disruptions in the Internet network, for server and software problems of third parties or problems with a postal or delivery service provider.

01 We use the contact details you provide, in particular your email address, to send you information about new products, services and developments in our company as well as relevant messages from our range of services. This is done on the basis of your express consent (Art. 6 para. 1 lit. a GDPR) or, where permitted by law, on the basis of our legitimate interest (Art. 6 para. 1 lit. f GDPR in conjunction with § 7 para. 3 UWG) if you are already a customer.

02 The message will be sent via the means of communication provided by you, in particular by e-mail. You can object to the use of your data for advertising purposes at any time with effect for the future or withdraw your consent. To do so, you can use the unsubscribe link in our emails or contact us directly.

03 Your data will only be processed for the above purposes and will not be passed on to third parties, unless this is necessary to carry out the communication (e.g. by contracted service providers) or required by law. Further information on data processing, in particular on contracted service providers, can be found in our Privacy statement.

04 Withdrawal or objection is possible at any time by e-mail or in writing to the address given in §1 of these terms and conditions.

We have copyrights or other rights to all images, films, texts and other copyright or similar rights, in particular through intellectual property rights, protected content published on our website, our profiles on other websites, our social media profiles and all our platforms. The use of images, films, texts and other rights is not permitted without our written consent.

01 We are liable to you in all cases of contractual and extracontractual liability in the event of intent and gross negligence in accordance with the statutory provisions for compensation or reimbursement of futile expenses.

02 In other cases, unless otherwise provided for in paragraph 3, we are only liable in the event of a breach of a contractual obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance you as a contractual partner may regularly rely (so-called cardinal obligation), limited to compensation for foreseeable and typical damage. In all other cases, our liability is excluded subject to the provision in paragraph 3.

03 Our liability for damage arising from injury to life, limb or health and under the Product Liability Act remains unaffected by the foregoing and all other provisions of these terms and conditions as well as liability, warranty or liability exclusions made between us.

04 On first request, you release us from any claims made by third parties against us and/or our vicarious agents due to possible culpable breaches by the partner of its obligations — in particular under these terms and conditions. You will compensate us for any damage caused by the claim by the third party, including any court and attorney fees incurred for legal defense. In all other respects, the legal provisions apply.

05 We are entitled to reimbursement of expenses, in particular any expenses to protect the contract goods, as well as to appropriate local compensation.

01 Kempen is agreed as the place of performance for all services under the contract.

02 The laws of the Federal Republic of Germany apply, excluding the UN sales law. If both you and we are merchants at the time the contract is concluded and if you are based in Germany at the time the contract is concluded, the exclusive place of jurisdiction is our registered office in Kempen. In addition, the applicable legal provisions apply to local and international jurisdiction.

03 Unless otherwise agreed in writing, the language of the contract is German. Any translated legal texts or documents are solely for a better understanding. In particular with regard to a contract agreement as well as to these terms and conditions, the data protection regulations or all other legal texts or documents, the German versions are legally binding; this applies in particular in the event of discrepancies or interpretations between such legal texts or documents.

01 Amendments and additions to these terms and conditions are made in writing; we reserve the right to do so. Amendments require that you are not unduly discriminated against, that there is no breach of good faith and that the change is not objected to. In the event of a change, a notification will be made via one of the communication channels — in particular by e-mail — two months before it becomes effective. The amendment will be effective if it is not objected to within this period — the amended terms and conditions shall become valid.

02 We reserve the right to assign this contract to another company. It becomes valid one month after a notification of assignment has been sent to you via one of our communication channels — in particular by e-mail. In the event of an assignment, you have a right of termination, which is valid one month after receipt of notification of the assignment. All rights granted to us are also considered our legal entity

03 If individual provisions of these terms and conditions become invalid, the legal validity of the remaining provisions will not be affected. The invalid provision will be replaced by a valid provision that comes closest to the intended economic purpose.