§ 1 Scope and general notes
(1) Subject to individual agreements and arrangements which take precedence over these GTC, the following General Terms and Conditions shall apply to the business relations between the service company Chemiebüro®, hereinafter referred to as the Contractor, and its contractual partners, hereinafter referred to as the Client.
(2) Unless otherwise agreed, the inclusion of the Customer's own terms and conditions is objected to.
§ 2 Copyrights
(1) The Contractor has the right of intellectual property to its created and delivered documents and electronic data, hereinafter referred to as elaborations. These are mainly safety data sheets.
(2) These elaborations developed by the Contractor are protected by copyright.
(3) For this reason, any change to the elaborations is not permitted. If the Customer deems changes to the elaborations necessary, he shall contact the Contractor.
§ 3 Delivery conditions
(1) The Contractor shall prepare elaborations on the basis of the product data (formulations) provided by the Customer. These shall be delivered in written or electronic form.
(2) The Contractor shall be bound by its offers for a maximum period of three months.
(3) The delivery time stated by the Contractor shall commence with the proper and complete fulfillment of the delivery and information obligations of the Customer or the data supplier named by the Customer and the receipt of the data by the Contractor.
(4) In the case of agreed deadlines and dates, the Contractor shall not be responsible for delays in delivery and performance due to force majeure or due to events that make delivery significantly more difficult or impossible for the Contractor. The Contractor shall then be entitled to postpone the service or delivery by the duration of the hindrance plus a reasonable start-up period. In addition, the Contractor shall retain the right to the fee for the part of the service not yet performed.
(5) Any consulting services, advice, proposals or opinions provided shall always be deemed to be proposals and shall not constitute legal advice within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz).
§ 4 Rights of use and obligations of the client
(1) The client receives the simple right of use to use the delivered documents in direct connection with the sale of his products to pass them on to his customers free of charge, to make copies of the elaborations and to publish and distribute them on his website on the Internet free of charge. Further rights do not exist.
(2) The client is not permitted to distribute, reproduce and/or publish the elaboration to third parties for a fee.
(3) If the elaboration is distributed and/or passed on to third parties who are not end customers, these must be informed about the existence of this agreement, in particular about the prohibition of editing.
(4) These rights and obligations of use shall apply beyond the termination of the business relationship.
§ 5 Cooperation of the client
(1) The customer undertakes to provide the contractor with the required formulation and product data as a database before the order is executed. The data basis is the basis for the contractor to determine the contents of the safety data sheet.
(2) The customer shall name a person or supplier who will provide binding, accurate and complete data.
(3) It is agreed that a supplier safety data sheet can also be used as a data basis.
(4) For the procurement of the product data by the contractor, depending on the effort, a fee may be due.
§ 6 Contractor's right of termination
(1) The contractor has an extraordinary right of termination if it becomes apparent that the data situation is so critical or incomplete that responsible work is not possible. The claim to an agreed fee remains unaffected in this case.
§ 7 Retention of title of the contractor
(1) Until full payment has been made, the documents supplied, in particular the safety data sheets, data supplied on data carriers or data transmitted online, shall remain the property of the Contractor.
(2) As long as ownership has not yet been transferred to the Customer, the Customer shall not use, copy or transfer the purchased item to third parties.
(3) The regulations for the preparation of safety data sheets require a 10-year archiving of the data basis. For this reason, the contractor reserves the right to copy the required data.
§ 8 Terms of payment
(1) Agreed prices are exclusive of the applicable value added tax.
(2) The invoice amount shall be due upon delivery and payable without deduction. Payment shall be deemed to have been made when the Contractor can dispose of the amount stated in the invoice.
(3) If the Customer is in default of payment, the statutory provisions shall apply. In particular, the Contractor shall be entitled to demand interest on arrears at the statutory rate, as well as to claim further damages, including the costs of reminders sent after default has occurred and higher interest charges.
(4) In the event of non-compliance with the terms of payment or if circumstances arise which call into question the Customer's ability to pay, the Contractor shall be entitled to cease further work on all of the Customer's orders. At the request of the Contractor, the Customer shall be obligated to demand the immediate settlement of outstanding invoices for deliveries made or the provision of agreed advance payments by the Customer.
(5) If the Customer fails to make payment despite a reasonable grace period, it shall be obligated, at the Contractor's request and without prejudice to any other rights, to return all work delivered free of charge and to destroy any copies made, including those provided to third parties. Upon request, the Client shall provide suitable evidence of the destruction.
§ 9 Events
(1) The events (trainings, webinars and similar) listed on our website or in our services are subject to a fee. When you make a booking in our Services, you agree that: (i) you are responsible for reading the full listing for the event before making a binding booking; (ii) you are entering into a legally binding contract to book an event when you complete the booking process.
(2) We reserve the right to change our stated prices for Events at any time (provided that you will only be charged the amount you agreed to be charged prior to the price change) and to correct any inadvertent pricing errors with effect for the future.
(3) When participating in a webinar, each participant is required to meet the minimum requirements (internet connection, current browser version, downloading a program from the webinar platform if necessary, speakers or headset) and test them before the webinar.
(4) A failure of the technical requirements for which the participant is responsible does not release the participant from the contractual payment obligation.
(5) We reserve the right to cancel events up to 4 working days before the scheduled date if the minimum number of participants is not reached. If the event is cancelled for this reason or due to the cancellation of the speaker, force majeure or other unforeseeable events, there is no claim to implementation. The participants will be informed immediately in writing or by e-mail. Fees already paid will either be credited for participation in other events or refunded. The participants have no further claims against the organizer.
(6) In case of cancellation of the speaker, the organizer reserves the right to provide a substitute speaker of equal value. In this case, there is no right to a refund of the participation fees.
(7) The content of all events as well as all materials (webinar documents, provided recordings, etc.) are the intellectual property of Chemiebüro® or the respective speakers and are protected by copyright. They may only be used by the registered participant to whom they were provided. In particular, it is not permitted to publish, reproduce, pass on or edit them, even in part, or to record an event in audio or video form or by means of screenshots. Any misuse may be legally prosecuted.
(8) Cancellation of a booked seminar/webinar is possible in writing (e.g. by fax or e-mail) up to 8 working days before the start of the event against payment of an administration fee of 25% of the participation fee. In case of a later cancellation, no participation fees will be refunded. The date of receipt of the notification by the organizer is decisive in each case.
(9) Permitted use: When participating in our events, you must comply with these conditions and all applicable laws.
§ 10 Confidentiality obligation of the contractor
(1) The contractor is obliged to maintain secrecy. He shall not disclose to any third party any business secrets of which he, his company or his employees have become aware, in particular recipes, purchasing and sales information, without the prior written consent of the Customer. The obligation to maintain secrecy shall apply beyond the termination of the business relationship.
§ 11 Confidentiality obligation of the client
(1) The Client undertakes to keep confidential all information about the pre-contractual and contractual correspondence throughout the cooperation and also after its termination.
§ 12 Liability of the contractor
(1) Liability for slightly negligent breaches of duty shall be excluded unless these relate to material contractual obligations, damage resulting from injury to life, limb or health, or guarantees, or claims under the Product Liability Act are affected. The same shall apply to breaches of duty by vicarious agents.
(2) The Contractor cannot be held liable for failures in the availability of data provided by the Contractor on the Internet.
(3) If the Contractor receives incomplete recipe data from the Customer or its suppliers, it shall not be liable for damage insofar as it could possibly have been avoided by taking this missing recipe data into account.
(4) Recipes with reactants shall be deemed incomplete.
§ 13 Warranty and notice of defects
(1) Claims for defects shall become time-barred 12 months after delivery. Notices of defects according to § 474 HGB are subject to the written form.
(2) If the delivered elaborations show a defect, the Contractor shall rectify the elaborations, subject to timely notification of defects. The Contractor shall always be given the opportunity to remedy the defect within a reasonable period of time. At least 2 to 5 full working weeks shall be deemed reasonable.
(3) There shall be no obligation to correct safety data sheets and no liability for damages if it turns out that product data for the preparation of safety data sheets were incomplete. See § 11(3, 4).
§ 14 Further
These General Terms and Conditions and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of performance and exclusive place of jurisdiction for all disputes is Regensburg. Verbal subsidiary agreements shall only become part of the contract if they have been agreed in writing. This also applies to the cancellation of this written form clause itself. Should individual provisions be invalid or contain a gap, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.
Status: May 2021