General Terms and Conditions (GTC)
1. Scope of application
The following General Terms and Conditions (hereafter: „GTC“) govern the entire business relationship with the customers of casaGeo Data + Services GmbH (hereafter: „casaGeo“). Other terms and conditions do not apply, as far as they are not explicitly recognized in writing. In case of a change of the GTC, the version valid at the time the contract was concluded applies.
2. Commitment to offers
Offers made by casaGeo and all information on projects and services as well as prices are always subject to chance, unless they are specified in writing as binding by casaGeo. A contract is only concluded when casaGeo accepts the order.
3. Rights of use of the customer
During the validity of the contract, the customer receives the right to use the data transmitted to him for the contractual defined purposes. The customer is only entitled to the contractually assigned rights.
Beyond the essential contractual obligations, casaGeo shall only be liable to the customer for statutory or contractual liability, if casaGeo can be accused of wilful intent or gross negligence, within the scope of essential contractual obligations also for simple negligence. Liability for simple negligence is limited to the replacement of typical or foreseeable damage by casaGeo. The amount of the damages is limited to the total amount of the agreed net annual remuneration of the respective individual order. The replacement of indirect damages and unforeseeable consequential damages is excluded. Legal liability for injury to life, limb or health, liability under the provisions of the Product Liability Act and liability under special guarantee promises or risk assumption remain unaffected. Insofar as casaGeo is not liable itself, casaGeo will on demand assign its claims towards third parties to the customer. casaGeo is not liable for damages arising out of or in connection with the interpretation of the delivered data / results by the customer, unless there is an intentional or grossly negligent violation of duty by casaGeo.
Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing. For delivery and performance delays due to force majeure and events that make the delivery more difficult or impossible for casaGeo – this includes, in particular, strike, lockout, official order, war, natural disasters, etc., even if they occur to a supplier of casaGeo or its subcontractors -, casaGeo is not responsible, even for bindingly agreed deadlines and dates. You entitle casaGeo to postpone the delivery or service for the duration of the hindrance plus a reasonable preparatory period or to withdraw from the contract in whole or in part because of the unfulfilled part. If the hindrance lasts more than 3 months, the customer is entitled, after a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled. If the delivery time is extended or if casaGeo is released from its obligation, the customer can not derive any claims for damages. casaGeo can only invoke the circumstances mentioned if it notifies the customer immediately. If casaGeo is responsible for non-compliance within binding deadlines or is in delay, the customer is eligible for a claim of 0.5% for each completed week of delay, but in total not more than 5% of the invoice value of the delayed deliveries and services.
Further claims are excluded, unless the default is based at least on gross negligence of casaGeo. Changes to the order or late delivery of material or data by the customer or its agents, which affect the delivery deadline, invalidate date commitments of casaGeo and extend the agreed delivery period to an appropriate extent. casaGeo can demand a reasonable surcharge for any resulting difficulties.
6. Passing of risk
Shipping is always at the expense and risk of the customer, unless explicitly agreed otherwise. If shipping is delayed for reasons which casaGeo is not responsible for, the risk passes to the customer upon notification of readiness for shipment. casaGeo fulfils its delivery obligations with the committal of consignments to the post or other companies in the logistics or data transmission. casaGeo sends data over the Internet or other public lines in encrypted form.
In case of remote data transmission via ISDN, modem or Internet, casaGeo not responsible, neither as sender nor as recipient, for the completeness and the accuracy of the data or its data security as defined by the BDSG. At the explicit request of the customer, the transport of the data by messenger or as a value letter can be carried out at its expense.
7. Terms of payment
If the service is rendered in account, the invoice amount without deduction of discount is due within 14 days. The customer is in default 14 days after invoicing, without reminder. A payment is deemed to be made when casaGeo can finally dispose of the amount, to wit in case of transfer when booking on the account of casaGeo, in case of delivery of goods against cash on delivery after delivery by post or other delivery service, in the case of check payment upon payment of the check. casaGeo is entitled to offset incoming payments, even if otherwise specified, against any existing older debt claims against the customer. If any default of the customer lasts longer than 30 calendar days or if the application for insolvency proceedings is filed against his assets, casaGeo shall be entitled to declare all claims due immediately, withhold all deliveries and services and claim all rights arising from ownership and / or Rights of use. casaGeo uses the sales identification number mentioned by the customer when invoicing customers from the EU. If this is proven to be false, then the customer is liable for the tax liability, which can be asserted by the tax authorities against casaGeo.
8. Set-off / Retention of title
Set-off with counterclaims or retention of payments can only be claimed by the customer if and to the extend that the claim is ascertained undisputed or legally binding. Until the invoices have been paid in full, casaGeo retains ownership of the data and in particular the data carrier supplied by it.
9. Claim for defects
Complaints due to incomplete or defective delivery must be notified in writing to casaGeo at the latest 7 days after delivery, in case of obvious defects. In case of hidden defects immediately after discovery. A staggered use of the data does not release from the obligation of a reasonable check of the deliveries on receipt. In case of hidden defects, processing of the goods or data delivered by casaGeo must be stopped immediately.
If the customer continues to process the goods or the data, goods or data are deemed accepted. In the case of justified and timely complaint, casaGeo has the choice to repair or replace it. The customer can then demand a reduction of the remuneration and rescission of the contract if two amendments fail or if the replacement is again faulty or the amendment is not carried out within a reasonable time. Further claims for defects are excluded. The period for the enforcement of the warranty claims is 1 year from delivery of the products.
The customer is solely responsible for observing the legal admissibility of the further processing of the transmitted data with regard to the regulation of the Federal Data Protection Act (BDSG) and other regulations on data protection as well as compliance with the rules of competition law. The customer accepts sole responsibility under competition law for the realisation of marketing campaigns and indemnifies casaGeo against all claims of third parties due to pre-trial or legal proceedings in connection with these marketing campaigns. If casaGeo is addressed in this context alone or together with the customer under competition law, the customer bears the costs.
The contracting parties agree to maintain absolute secrecy with regard to any information communicated to them by the other party with the stipulation or indication of their confidentiality. The secrecy obligation applies beyond the term of the contract.
Either party may terminate a contract by written declaration to the other party if
- the other party is responsible for a breach of contract and this breach of contract is not curable or is not cured within the deadline for amendment, or
- there is a material deterioration in theceasecial circumstances of the other party which endangers the proper performance of the contract, unless the other party renders the services or provides security for it or
- the other party ceases or threatens to chease its business activity
Upon termination of the contract – for any reason whatsoever – the customer commits to return casaGeo all data and data carrier in his possession as well as the copies made thereof or to destroy it on request of casaGeo. Copies on permanently installed data carriers must be deleted. The customer then immediately confirms casaGeo in writing within one week after the termination of the contract that the destruction or deletion including all manufactured copies has taken place. The termination of the contract does not affect any existing legal claims or the continuing obligation to secrecy.
13. Extraordinary termination
casaGeo obtains the right of extraordinary termination if the customer violates essential provisions of the Federal Data Protection Act or a purpose limitation specified in the contract or these GTC when processing or using the provided data.
14. General rules and applicable law
Additional or deviating terms and conditions of the contracting parties are not valid. Deviations from or amendments to these GTC as well as all contractually relevant declarations will only become effective if they have been agreed in writing by a duly authorized representative of the contracting parties. To preserve the written form a telecommunication transmission (fax, email) is sufficient. Verbal collateral agreements do not exist. The relations between the contracting parties are subject to German law.
15. Choice of law, jurisdiction
This contractual relationship is subject to German law. If the customer is a merchant within the meaning of the German Commercial Code (HGB) or acts for such a person, a legal person under public law or a special fund under public law, the place of jurisdiction for all claims in connection with the contractual relationship shall be the competent court for the domicile of casaGeo. However, casaGeo always has the right to sue at the customer's place of general jurisdiction.