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General Terms and Conditions of Sale of Simplefive UG (a limited liability company)
All products and services supplied by Simplefive are exclusively subject to these Terms and Conditions. By virtue of placing an order the Customer acknowledges the applicability of these Terms and Conditions for the duration of his/her business relationship with Simplefive, including future transactions. Changes, amendments, agreements, warranties and guarantees of any type, as well as the terms and conditions of the Customer, can only be considered applicable if they are submitted to and accepted by Simplefive in writing. The rescission of the written requirement must also be made in writing and agreed to by the parties.
2 Offers, Quotes, Consummation of Contracts
All of our quotes and offers are subject to change before the Customer has accepted them. They become a binding contract once we have confirmed in writing (mail, fax or e-mail). The confirmation is followed by the delivery and/or the invoice.
3 Delivery and Place of Fulfillment
(1) Unless otherwise agreed upon by the parties, the place of fulfillment of Simplefive is its registered office.
(2)All delivery times are approximate and non-binding.
(3)Delivery—in particular delivery via electronic means—is carried out at the risk of the Customer. When deliveries are made via mail or courier, the risk of damage, loss or delay is transferred to the Customer once the delivery is handed over to the common carrier. Simplefive is neither liable for erroneous or damaged transfer of texts and other types of data, nor for their loss.
4 Payment Terms
(1) Invoices are payable in full upon receipt, to the extent that no other conditions are specified on the invoice.
(2) The Customer may only offset open invoices with counter-claims if such claims have been recognized and accepted by Simplefive, or if such claims have been determined to be legally binding by a court of law.
(3) The Customer hereby explicitly waives any rights to withhold goods or to offset monies owed to Simplefive due to previous or different business dealings with Simplefive.
5 Warranty Claims
(1) Warranty claims between professionals are governed by current statutory regulations. In addition, obvious and/or major defects or problems with our deliveries must be brought to our attention within seven days, the failure of which will automatically be considered tacit acceptance of the delivery, to the exclusion of any other possible warranty claims.
(2) In the event of a valid claim, Simplefive shall have the right to repair or to replace. If two attempts to repair or replace have not succeeded, the Customer has the right to a reduction in price.
(3) When a warranty claim is made, Simplefive retains the right to payment of the agreed price and/or fees for the portion of the goods or services delivered devoid of any claim.
6 Training Courses/Instruction
(1) Simplefive will coordinate the selection of course locations with the Customer. The courses will be preferably conducted in Simplefive’s facilities or in the facilities of the Customer, but this does not exclude the possibility of other offsite locations. The agreed course date is the date specified on Simplefive’s quote, once confirmed by the Customer.
(2) If a course has to be cancelled or a course date changed—e.g. in cases in which the instructor is no longer available for a particular course or if course dates have to be re-set-- Simplefive will do its utmost to inform the Customer in a timely fashion. The Customer has, however, no right to a reimbursement of fees if a course cannot take place because of force majeure, including, but not limited to acts of God, breakdowns in public transportation, regulatory directives, strikes, and riots.
(3) The Customer has to right to rescind an order for a course. There are, however, time limits. All cancellations must be given in writing. If Simplefive receives the cancellation notification (at the latest) 10 days before the beginning of the course, there will be no additional charges to the Customer. If the cancellation reaches Simplefive between 5 and 10 days prior to the beginning of the course, the Customer has the right to a 50% refund of the course fees. If the cancellation arrives less than 5 days prior to the course begin, the Customer will owe Simplefive the entire course fee.
(4) If the Customer wishes to change the date of the course—assuming that the change of date does not imply a cancellation--the change of date must be received by Simplefive 5, at the latest, 5 days prior to the beginning of the course. In such cases, the change will not cost the Customer any additional fees, as long as the contract is changed by mutual agreement. If the change in date is received by Simplefive during the five days prior to the beginning of the course, the Customer agrees to pay Simplefive a penalty of 20% of the agreed course fee.
(5) Independent of the applicability of sections (3) and (4) above, Simplefive retains the right to be compensated for additional damages. The Customer also has the right under these terms and conditions to prove that the existence or the amount of damages claimed is not appropriate.
(6) Notwithstanding the above, both parties have the right to extraordinary cancellation of courses without notice, assuming statutory justification for such cancellation has been met.
(1) Simplefive is not liable for errors in translation that ensue from poorly readable, erroneous or incomplete source material. The same applies to source material in which the Customer has used incorrect terminology in the source texts.
(2) Simplefive is also not liable for damage or loss to data or translating material that was given to it by the Customer. The Customer carries the responsibility for sufficient backups of his/her data.
(3) It is possible to terminate the contract for translation services with Simplefive, assuming statutory justification for such cancellation has been met. Such termination is only valid if given to Simplefive in writing. In such cases, Simplefive is owed payment for its services on a pro-rata basis until the time of the termination, albeit a minimum of 20% of the contractual value plus ancillary expenses incurred up to the time of termination. In addition to these lump-sum damages, Simplefive reserves the right to claim additional damages. The Customer also has the right under these terms and conditions to prove that the existence or the amount of damages claimed is not appropriate.
8 Retention of Title and Intellectual Property
(1) Regardless of the legal reason of an outstanding payment, our work remains our property, until all amounts due (current and annuity payments) have been completely paid. Until payment has been made in full, the Customer has no right to use the work we provide.
(2) If a Customer sells Simplefive’s work or sells something that includes Simplefive’s work to a third party, the Customer hereby assigns the sales value or the portion of the sales value attributable to Simplefive’s work to Simplefive. The parties agree that this assignment in value and in relation to the other parts of the sale shall include all ancillary rights associated thereto. Simplefive hereby accepts this assignment.
(3) Simplefive retains all intellectual property rights for its work. This applies particularly to translations.
9 Breach of Contract, Insolvency of Customer
Without abrogating any other rights or potential claims, Simplefive may immediately terminate the contractual relationship with the Customer if the Customer does not respect his/her payment obligations in a timely fashion, does not fulfill any other cardinal obligation of his/hers as Customer, closes his/her business, or begins the process of receivership or bankruptcy, or is forced into insolvency by a third party.
10 Confidentiality and Privacy
(1) Simplefive and the Customer are obliged to keep all information confidential that each receives from the other party, when such information, as well as business and operational secrets, are specifically deemed to be confidential. This obligation is not limited in time. The parties hereby agree that the distribution of such confidential information to third parties not involved in the execution of this contract may only occur with the written permission of the other party. Because Simplefive cannot guarantee the protection of data transmitted by electronic means, Simplefive shall not be liable for unauthorized access by third parties to confidential texts and data transmitted by electronic means.
(2) The obligation of confidentiality does not apply to Simplefive if the ideas, concepts, know-how, techniques and data were already known to Simplefive or were generally known outside of the contractual relationship with the Customer.
(3) Simplefive has the right to utilize the Customer’s trademarks, patents, names, logos and slogans at trade fairs, conferences and other events. The same applies to press releases and advertising in print, electronic and other media (advertising). Utilization includes, but is not limited to referencing the work Simplefive has done for the Customer.
11 Hiring Employees
Each party agrees not to recruit and/or take under contract employees, subcontractors and agents of the other party, independent of the type of service that could be provided by the individual. This obligation exists independent of the employment status of the individual employee or self-employed. The parties agree that this obligation shall continue for 12 months following the end of this contractual relationship.
(1) Simplefive’s liability for neglect, unlawful acts or other legal issues relates to death or injury caused willfully or by the negligence of a legal representative of Simplefive or its agents. For all other damage, Simplefive is liable only to the extent that the damage was a willful act or by gross negligence. When simple negligence is involved, Simplefive is liable only to the extent that such damage causes breaches of cardinal obligations within this contractual relationship. Furthermore, the damage is limited to an amount that would be considered typical and foreseeable.
(2) Liability for consequential loss and damages is specifically excluded, unless the damage is directly related to Simplefive’s fulfillment of other obligations under these Terms and Conditions.
(3) Furthermore, liability is excluded for unforeseeable damage or damage for which Simplefive carries no responsibility, as well as for the results of acts of God, labor unrest, regulatory directives, or similar circumstances outside of Simplefive’s influence and responsibility.
(4) These limitations to Simplefive’s liability do not apply to part of statutory liability that is independent of fault. Equally, it does not apply to liability related to product liability legislation in Germany.
(5) In all cases, the maximum liability is limited to the value of the contract between Simplefive and the Customer.
(6) In cases of damage settlement, the Customer is required to settle his/her claims first and foremost with the Partnership, secondarily with the partner who executed the contract. Simplefive partners who were not involved in the execution of the contract are specifically excluded from any form of personal liability.
(1) The rights and obligations related to this contract may only be assigned to a third party with the written permission of Simplefive.
(2) The parties submit to the exclusive applicability of the laws of the Federal Republic of Germany.
(3) Venue for all disputes related to these Terms and Conditions is Jena, Germany.
(4) The invalidation or unenforceability for any reason of any provision of these Terms and Conditions shall not prejudice or affect the validity or enforceability of its other provisions. If an unenforceable clause is found, the statutory requirement shall apply.
Simplefive Terms and Conditions - version 25.05.2018