GTCT Starmühler Agentur & Verlag
Status: March 2005
1) Applicability
Our following General Terms and Conditions of Trade (henceforth GTCT) refer to complete sale contracts arranged between us as sellers (henceforth „Starmühler“) of goods and services (especially of corporate publishing products and graphic and photo solutions in physical or electronic form) and our customers. GTCT of our customers diverging from our conditions cannot be recognized.
Our GTCT are completely valid as far as they are not changed or added in a written agreement. Our GTCT are the basis for all future sale contracts between Starmühler and our clients.
2) Presentation
Starmühler is entitled to an adequate fee for participating in presentations. This fee should cover at least personal and material expenses of the Agency for the purpose of the presentations as well as the costs of external services.
If Starmühler does not obtain the assignment after the presentation, all products such as presentation materials and their contents remain the property of Starmühler. The client is not authorized to use them further in any form. The materials should be returned to Starmühler without delay.
If ideas and concepts brought in during the presentation are not used in the communication means created by Starmühler, Starmühler has the authorization to use the presented ideas and concepts elsewhere. The disclosure of presentation materials to third parties and their publication, copying and distribution is not allowed without approval of the Agency. If the presentation results in an assignment, a presentation fee is to be charged.
3) Proprietary Rights and Copyright
All products by Starmühler (e.g. ideas, concepts, layouts and drafts etc.) and particular parts of it remain the property of Starmühler. After a written transfer (and complete payment) the client obtains the right to use (and reproduce) the product for the agreed purpose and the scope of use. Without a converse agreement with Starmühler the client can use the products exclusively in Austria and only for the duration of the agreement.
For all changes of products which exceed the originally agreed purpose and scope of use (no matter if it is copyrighted) the approval of Starmühler is necessary. For that purpose Starmühler is entitled to an adequate remuneration, which has to be regulated separately.
The transfer of rights of use concerning photos, graphics, texts, concepts and other products of Starmühler follows only within the scope of the assignment and for the respective media form. The transfer and the further use of products by Starmühler in other media forms (e.g. from the print to the web form) are not allowed unless there are special rights of use formulated in a written agreement. A further use (e.g. for other web forms) of the Starmühler products can be additionally regulated in a separate agreement including appropriate remuneration. The rights of use for the web products by Starmühler, especially for photos and graphics, are basically valid for the duration of one year (unless there are special accords).
4) Warranty and Compensation
If the delivered product is defective, we are entitled to correct or to replace it according to warranty regulations. A price reduction or change can be requested if the correction or the replacement are not possible, if they produce disproportional costs for Starmühler or if Starmühler cannot meet the requests of the client, partially or fully. The right for change is excluded if the defect is minor.
The compensation rights are only valid if they refer to intention or to the act of gross negligence.
5) Liability
The client is exclusively responsible for the compliance of legal and especially competition regulations of proposed measures by Starmühler. The client is to release a proposed measure by Starmühler only after they have assured themselves of the competition harmlessness or if they are ready to bear the risk of the implementation of that measure.
Any liability for claims by Starmühler that are directed against the client on the basis of a measure is excluded. Starmühler is not liable for lawsuit costs, attorney costs of the client or costs for the sentence release as well as for possible compensation claims or similar aspirations of a third party.
In case Starmühler is enlisted with a compensation claim, the client shall indemnify and hold Starmühler for free and harmless. The client is to compensate all financial and other disprofits (inclusive immaterial damages) to Starmühler.
6) Payment Conditions
All services have to be paid within 14 days starting from the invoice date without any delay. In the case of delay there is 14 % of default interest per annum. Place of execution and competent court: Korneuburg.
Bank information: Sparkasse Korneuburg, Bank account number: 0000-006056, bank code: 20227
7) Final Clauses
All contracts made by us are subject to Austrian law. The place of execution and the competent court is – unless there is a compulsory place of jurisdiction – 1010 Wien.
By placing an order the client agrees to the use of all data by Starmühler in order to fulfill the contract in a proper way, to account and to promote its own agency and publishing products using conventional and electronic commercial forms. Data concerning the client are saved for the purpose of the client service and they can be passed on to a third party only if it is necessary to fulfill the contract. The client is allowed to object any time to the use of their own data.
Should particular regulations of these GTCT contradict compulsory legal regulations (e.g. the regulations of the Austrian Employment Protection Act (Kündigungsschutzgesetz KSchG), the remaining regulations of these GTCT still stay valid.
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