These General Terms and Conditions (GTC) apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
If the parties reach individual agreements (including ancillary agreements, supplements and amendments), these shall take precedence over these GTC. These agreements shall be made in writing or text form.
2. coBtraCt coNclUsion
CROMATICS submits a binding, time-limited offer to the Client. The contract shall be concluded upon timely receipt of the signed offer by CROMATICS (acceptance).
3. SuBject mAtTer oF perfOrmanCe aNd deLiveRy daTes
The subjects of performance and delivery dates result from the offer.
The commissioning of third parties within the scope of the contract fulfilment is possible without prior consent of the Client. CROMATICS is furthermore entitled to exchange the vicarious agents intended for the fulfilment of the order and confirmed by the Client without prior consent, if the originally intended vicarious agent cannot render the service through no fault of his own.
CROMATICS is entitled as representative to order external services necessary for the fulfilment of the order on behalf of the Client. The Client shall grant CROMATICS a written power of attorney for this purpose.
The extent of the granting of the right of use shall be determined according to the specifications in the offer.
4. coOperAtioN in tHe foRm oF cO-crEatIon
CROMATICS works co-creatively with its clients to achieve the best possible results.
The co-creative working process is based on the fact that all participants contribute their views, experiences and expertise in the best possible and solution-oriented way, free of egos. This is made possible by eye level and appreciation of the others and their opinions as well as the desire to learn from each other and to be inspired. In this sense, co-creation means boundless and peaceful cooperation, with the aim of creating a result through a collective flow that the individual would not be able to develop.
By concluding the contract, the client agrees to the collaboration in the form of co-creation and will undertake all acts of cooperation necessary for the fulfilment of the contract. These include, but are not limited to:
Creation of a comprehensive task description (briefing), if necessary also with the support of CROMATICS.
Communicating the expectations of the project result and all measurable success factors
Handing over all necessary background information required by CROMATICS
Naming and introducing all decision-makers in the work process and explaining the internal decision-making process.
Preventing those involved in the project from pursuing so-called hidden agendas (secret intentions) such as taking advantage, corporate political objectives
Contribute to the solution finding process whenever you can and want to contribute.
Welcoming and accepting other points of view and opinions
Communicating in a non-violent manner using the sender-receiver principle
Giving constructive and honest feedback in written form on work and work statuses
naming directly when something in the project is not going as expected.
Co-creation means that the client can influence our work processes. Nevertheless, our employees need creative and design freedom, which we do not want to and cannot restrict. In this sense, CROMATICS does not owe any particular artistic design beyond the specifications defined in the offer.
5. aVaiLabIlity aNd mAtuRity
The amount of the remuneration shall be based on the prices stated in the offer.
The remunerations are net amounts, payable plus the statutory value added tax.
The remuneration shall be payable after performance of the service or, in the case of work and services, after acceptance, unless otherwise stipulated in the offer, such as advance payments and partial remuneration. The amount of the advance payments and partial remunerations shall be determined in the offer.
If third-party orders are placed, CROMATICS shall generally be entitled to issue advance invoices or to request down payments from the Client.
6. acCepTanCe For sErviCes uNder a cOntraCt fOr wOrk aNd seRvicEs
The Client shall be obliged to accept works produced by CROMATICS according to the contract within a period of 5 working days, unless acceptance is excluded according to the nature of the work. As far as partial results are defined in the service description, which can be completed separately during the course of the project, CROMATICS may demand a partial acceptance. Upon request of CROMATICS, the Client shall declare the acceptance in writing. Apart from that, the regulations of § 640 BGB shall apply.
With the acceptance of a work, the Client assumes the responsibility for the correctness of text and image. The liability by CROMATICS shall cease with the acceptance.
7. liAbiLity aNd waRranTy
CROMATICS shall only be liable for damages caused by its employees or its vicarious agents intentionally or by gross negligence. The liability is limited to typical contractual damages. Excluded from this are damages resulting from the violation of a contractual obligation, which are essential for the achievement of the purpose of the contract (cardinal obligation), as well as damages resulting from injury to life or health, for which CROMATICS is liable without limitation.
CROMATICS checks the legal admissibility of the services ordered by the Client, if this is part of the offer. Independent of this, CROMATICS commits itself to point out possible legal risks to the Client, if they become known to CROMATICS during the execution of the order. Furthermore, CROMATICS shall not be liable for the copyright, design or trademark protection or registrability of services, which CROMATICS provides to the Client.
The Client assures that templates, which he hands over to CROMATICS for use, are free of third party rights and that he is entitled to use them. The Client shall indemnify CROMATICS internally from all claims for compensation of third parties including legal defence costs, if CROMATICS is held liable by a third party due to the infringement of rights by use of the templates.
8. coNfiDentIalIty
CROMATICS undertakes to treat data and documents provided by the Client, which are marked as "secret" within the meaning of § 2 No. 1 b) Trade Secrets Act, strictly confidential.
9. foRce mAjeUre, deFaulT iN pErfoRmanCe aNd rEservation oF seLf-deLivEry
If the non-observance of deadlines is due to force majeure, e.g. pandemics, mobilisation, war, riot or similar events for which the contracting parties are not responsible, e.g. strike or lockout, the deadlines shall be extended by the times during which the aforementioned event or its effects last.
If the Client is in default with the acceptance of a work performance due to a pandemic, CROMATICS shall be entitled to invoice the performed services according to the contract prices and to charge the costs already incurred by CROMATICS and included in the contract prices of the non-performed part of the service.
Apart from that, the Parties shall inform each other immediately about pandemic-related disruptions of performance (e.g. delays in performance) and shall reach agreements on an amicable adjustment of the contract (e.g. new delivery dates), taking into account the mutual interests of the Parties, the current pandemic situation as well as the current legal and official regulations.
If CROMATICS itself is not supplied, although congruent orders have been placed with reliable suppliers, CROMATICS shall be released from the obligation to perform and may withdraw from the contract. CROMATICS is obliged to inform the Client immediately about the non-availability of the service and shall reimburse any consideration already rendered by the Client in this respect.
10. clOsiNg pRovIsioNs
Amendments, supplements and additions to this contract shall only be valid if they have been agreed between the contracting parties in writing, but at least in text form (e.g. by e-mail plus confirmation from the other contracting party). This written form requirement can only be waived in writing.
Should individual provisions of the contract be void, this shall not affect the legal validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which is enforceable in accordance with the meaning of the contract. The same shall apply if it becomes apparent during the execution of the contract that individual provisions are unenforceable.
The law of the Federal Republic of Germany shall apply to the exclusion of private international law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
In the event of all disputes arising from the contractual relationship, if the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be at the registered office of the client.