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General Terms and Conditions of Logic media solutions GmbH
This document was automatically translated. The German 3. Prices, terms of payment
document applies. 3.1 Unless otherwise agreed, LOGIC's prices are quoted ex-works and do
not include packaging, transport, statutory VAT, customs duties in the
1. General, scope of application case of export deliveries and fees and other public charges.
1.1 These General Terms and Conditions apply to all legal transactions 3.2 Invoice amounts are due for payment within 14 days without any
concluded by Logic media solutions GmbH (hereinafter referred to deduction, unless otherwise agreed in writing.
as "LOGIC") with its contractual partners (hereinafter referred to as 3.3 The offsetting of counterclaims of the customer or the retention of
"Customer"). Any terms and conditions of the customer which conflict payments due to such claims is only permitted if the counterclaims are
with or deviate from these General Terms and Conditions shall not undisputed or have been legally established.
form part of the contract, even if LOGIC does not expressly object to 3.4 LOGIC is entitled to make any outstanding deliveries or provide any
their inclusion. outstanding services only against payment in advance or provision of
1.2 These General Terms and Conditions shall also apply to all future security if, after the conclusion of the Agreement, it becomes aware of
deliveries, services and offers to the customer, even if they are not circumstances which are likely to reduce the creditworthiness of the
expressly agreed again. Customer to a material degree and which jeopardise the payment by
1.3 The following terms and conditions of LOGIC shall prevail over these the Customer of any outstanding claims of LOGIC under the relevant
Terms and Conditions: contractual relationship.
• For the provision of services and/or works: The contractual
conditions for services; 4. Delivery time
• For the rental of hardware and other technical equipment: The 4.1 Deadlines and dates set by LOGIC for the supply of goods and
contractual conditions for rental. services are always approximate, unless a fixed deadline or date has
been expressly promised or agreed. If shipment has been agreed,
2. Offer, conclusion of contract delivery periods and dates shall refer to the time of handover to the
2.1 Offers made by LOGIC are subject to change without notice and are forwarding agent, carrier or other third party commissioned with the
not binding, unless they are expressly marked as binding or contain transport.
a specific acceptance period. 4.2 LOGIC may, without prejudice to its rights arising out of default by the
2.2 The legal relationship between LOGIC and the customer is governed customer, require the customer to extend delivery dates or postpone
solely by the written agreement including these General Terms and delivery dates by the period during which the customer fails to meet
Conditions. This contract shall fully reflect all agreements between its contractual obligations to LOGIC.
the parties to the contract with regard to the subject matter of the
4.3 LOGIC shall not be liable for impossibility of delivery or for delays in
contract. Oral undertakings given by LOGIC prior to the conclusion
delivery to the extent that such impossibility or delay is caused by force
of the agreement are not legally binding and any oral agreements
majeure or other events which were not foreseeable at the time of the
between the parties to the agreement are replaced by the agreement,
conclusion of the contract (e.g. operational breakdowns of any kind,
unless it is expressly stated in each case that they shall continue to
difficulties in obtaining materials or energy, transport delays, strikes,
be binding.
lawful lockouts, shortages of labour, energy or raw materials,
2.3 Supplements and amendments to the agreements made, including
difficulties in obtaining necessary official permits, governmental
these General Terms and Conditions of Business, must be made in
measures or the failure of suppliers to deliver, or to deliver correctly or
writing to be effective. With the exception of managing directors and
on time) for which LOGIC is not responsible. Where such events make
authorized signatories, the employees of LOGIC are not authorized
it significantly more difficult or impossible for LOGIC to supply the
to make oral agreements deviating from these Terms and Conditions.
goods or services and the hindrance is not of a temporary nature,
2.4 Information provided by LOGIC concerning the subject matter of the
LOGIC shall be entitled to withdraw from the contract. In the event of
goods or services (e.g. weights, dimensions, utility values, load-
an impediment of a temporary nature, the periods for delivery or
bearing capacity, tolerances and technical details) as well as
performance shall be extended or the dates of delivery or performance
representations thereof (e.g. drawings and illustrations) are only
postponed by the period of the impediment plus a reasonable start-up
approximate unless their usability for the intended purpose requires
period. If the customer cannot reasonably be expected to accept the
exact conformity. They are not guaranteed characteristics of quality,
delivery or service as a result of the delay, he may withdraw from the
but descriptions or identifications of the delivery or service.
contract after setting a reasonable grace period.
Deviations which are based on legal regulations or represent
4.4 LOGIC is entitled to make partial deliveries and to invoice them
technical improvements, as well as the replacement of components
separately, provided that the partial delivery is reasonable for the
by equivalent parts are permissible, provided that they do not impair
customer and that sufficient consideration is given to its legitimate
the usability for the contractually intended purpose.
interests.
2.5 LOGIC retains title or copyright to all quotations and cost estimates
made by it and to all drawings, illustrations, calculations, brochures,
catalogs, models, tools and other documents and aids provided to
the customer. The customer may not make these available to third
parties, either as such or in terms of their content, disclose them, use
them himself or through third parties or reproduce them. At the
request of LOGIC, he must return these items in full to LOGIC and
destroy any copies that may have been made if they are no longer
required by him in the normal course of business or if negotiations do
not lead to the conclusion of a contract.
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General Terms and Conditions of Logic media solutions GmbH
5. Place of performance, dispatch, transfer of risk there is no lack of ability to pay, and LOGIC does not enforce
5.1 The place of performance for all obligations under the contractual its retention of title by exercising a right under Clause 6.3.
relationship is the registered office of LOGIC, unless otherwise However, if this is the case, LOGIC may require that the
specified. If LOGIC is also responsible for installation, the place of customer notify LOGIC of the assigned claims and their debtors,
performance shall be the place where the installation is to be carried provide all information necessary for collection, hand over the
out. relevant documents and notify the debtors (third parties) of the
5.2 Unless collection by the customer or collection by third parties has assignment. Furthermore, in such a case, LOGIC shall be
been agreed and the customer has not given any specific entitled to revoke the authority of the customer to sell and
instructions, LOGIC shall determine the method of shipment at its process the goods subject to reservation of title.
sole discretion. (d) If the realisable value of the securities exceeds the claims of
5.3 The risk of accidental loss or accidental deterioration of the goods LOGIC by more than 10%, LOGIC will release securities of its
shall pass to the customer at the latest when the goods are handed own choice at the request of the Customer.
over to the forwarding agent, carrier or other third party designated
to carry out the shipment. If shipment or handover is delayed due to 7. Warranty, material defects
circumstances for which the Customer is responsible, the risk shall 7.1 The statutory provisions shall apply to the Customer's rights in the
pass to the Customer on the day on which the goods are ready for event of material defects and defects of title (including incorrect and
shipment or handover and LOGIC has notified the Customer of this. short delivery), unless otherwise provided for below. In all cases, the
5.4 LOGIC will insure the delivery against theft, breakage, transport, fire statutory special provisions shall remain unaffected in the case of
and water damage or other insurable risks only at the express final delivery of the unprocessed goods to a consumer, even if the
request of the Customer and at the Customer's expense. consumer has processed them further (supplier recourse according
to §§ 478 ff. BGB).
6. Retention of title 7.2 Warranty claims of the customer presuppose that he has fulfilled his
6.1 LOGIC retains title to the goods sold until full payment of all present legal obligations to examine and give notice of defects (§§ 377, 381
and future claims of LOGIC under the contract and any ongoing HGB). In the case of goods intended for installation or other further
business relationship (secured claims). processing, an inspection must in any case be carried out
immediately before processing. If a defect is discovered upon
6.2 The goods subject to retention of title may not be pledged to third
delivery, inspection or at any later time, LOGIC must be notified
parties or transferred by way of security before full payment of the
immediately in writing. If the customer fails to carry out a proper
secured claims. The customer must notify LOGIC immediately in
writing if an application for insolvency proceedings is filed or if third inspection and/or report any defects, LOGIC's liability for the failure
parties seize the goods belonging to LOGIC (e.g. by attachment). to report the defect or for the failure to do so in a timely manner or
properly is excluded under the statutory provisions.
6.3 If the customer acts in breach of the contract, in particular in the event
of late payment, LOGIC shall be entitled to withdraw from the 7.3 If the goods delivered are defective, LOGIC may initially choose
whether to remedy the defect by removing the defect (repair) or by
contract in accordance with the statutory provisions and/or to
demand the return of the goods on the basis of the reservation of delivering a defect-free item (replacement). In the event of failure, i.e.
title. The demand for the return of the goods does not constitute a impossibility, unreasonableness, refusal or unreasonable delay in
remedying the defect or delivering a replacement, the customer may
declaration of withdrawal from the contract; LOGIC is rather entitled
to demand the return of the goods only and to reserve the right to withdraw from the contract or reduce the purchase price accordingly.
withdraw from the contract. 7.4 At LOGIC's request, any goods which are the subject of a complaint
6.4 Until revocation, the customer is authorized in accordance with (c) must be returned to LOGIC carriage paid. If the complaint is justified,
below to resell and/or process the goods subject to retention of title LOGIC will reimburse the costs of the cheapest method of shipment;
this does not apply if the costs increase because the goods are in a
in the ordinary course of business. In this case the following
provisions shall apply in addition. place other than the place of use for which they are intended.
(a) The retention of title extends to the full value of the products 7.5 The warranty does not apply if the customer modifies the goods or
resulting from the processing, mixing or combining of LOGIC's has them modified by third parties without the consent of LOGIC and
goods, with LOGIC being deemed to be the manufacturer. If the this makes it impossible or unreasonably difficult to remedy the
defect. In any event, the customer shall bear the additional costs of
processing, mixing or combination with goods of third parties
results in the retention of their title, LOGIC shall acquire co- remedying the defect arising from the modification.
ownership in proportion to the invoice values of the processed, 7.6 The warranty period is one year from delivery or, if acceptance is
mixed or combined goods. In all other respects, the same shall required, from acceptance.
apply to the resulting product as to the goods delivered under
reservation of title.
(b) The customer hereby assigns to LOGIC by way of security all
claims against third parties arising from the resale of the goods
or the product, either in full or in the amount of LOGIC's possible
co-ownership share in accordance with the preceding
paragraph. LOGIC accepts the assignment.
(c) In addition to LOGIC, the customer remains authorized to
collect the claim. LOGIC undertakes not to collect the claim as
long as the customer meets its payment obligations to LOGIC,
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General Terms and Conditions of Logic media solutions GmbH
7.7 A delivery of used goods agreed upon with the customer in individual
cases shall be effected under exclusion of any warranty for material
defects.
8. Liability of LOGIC, limitation of liability
8.1 LOGIC is always liable to the customer
➢ for damages caused by it and/or its legal representatives,
executive employees or other vicarious agents intentionally or
through gross negligence,
➢ according to the product liability law and
➢ for damages arising from injury to life, body or health for which
LOGIC, its legal representatives, officers and/or other agents
are responsible.
8.2 LOGIC shall not be liable for slight negligence except to the extent
that LOGIC has breached a material contractual obligation, the
performance of which is essential to the proper execution of the
Agreement or the breach of which jeopardises the achievement of
the purpose of the Agreement and on the observance of which the
Customer may regularly rely. This liability is limited to the typical and
foreseeable damages for property and financial losses.
The above paragraph shall also apply to lost profits and missed
savings. Liability for other remote consequential damages is
excluded.
For each individual case of liability due to slight negligence, the
liability is further limited to the contract value, but not to less than
EUR 2,000,000.00 €. T he parties to the contract may agree on
further liability for separate remuneration upon conclusion of the
contract.
The unlimited liability according to section 8.1 remains unaffected.
8.3 In the event of loss of data, LOGIC is liable only for the cost of
restoring the data if the customer has made a proper backup. In the
event of slight negligence on the part of LOGIC, this liability shall only
arise if the customer has carried out a proper data backup
immediately prior to the action leading to the loss of data.
9. Law and place of jurisdiction
9.1 The law of the Federal Republic of Germany applies.
9.2 The place of jurisdiction in relation to a merchant, a legal entity under
public law or a special fund under public law is the registered office
of LOGIC.
This document was automatically translated. The German
document applies.
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