GfK GeoMarketing > Legal > General Terms and Conditions

A) General Conditions

§ 1 Scope

These General Terms & Conditions of Business (GTCB) govern the entire business relationship with our customers. They apply only where the customer is a merchant (§ 14 German Civil Code - BGB), a legal entity under public law or a special asset under public law. Our GTCB apply exclusively.

Differing, conflicting or additional GTCB of the customer shall not apply unless explicitly acknowledged in writing as an element of contract in the case in point. That shall apply even if we render a service unconditionally in knowledge of the customers GTCB.

Individual agreements made with the customer in individual cases shall in any event take precedence over these GTCB.
With any amendment of the GTCB, the version in force upon conclusion of the contract concerned shall apply.

§ 2 Binding to offers

Our offers and all information on projects and services are always without obligation unless stated by us or identifiable as binding. The sending of a pre-signed contract shall be deemed a binding offer. To the extent no binding period is indicated, we regard ourselves as bound to any binding offer for one month.

§ 3 Liability

We shall be liable towards the customer for statutory or contractual liability situations in the event of malicious intent and gross negligence and for concealment of any fault with intent to deceive. In cases of normal negligence, we shall be liable only

a) for losses due to injury to life, limb or health,
b) for losses ensuing from breach of material contractual duties (duties of which their fulfilment makes proper execution of contract possible in the first place and adherence to which the contract party is entitled to expect). In that case, our liability shall be for reimbursement of the foreseeable losses typically occurring in such cases. The amount of compensation thereby is limited to the total amount of the net fee agreed for the individual order concerned, with contracts over multiple years of the contract year concerned, limited in any event to at most one million Euros. Compensation for missed profits, indirect losses and unforeseeable consequential losses shall be precluded.

We provide no guarantee that the contractual output can be commercially analysed by the customer in a particular manner.
The liability limitations set out above shall not apply to claims under the [German] Product Liability Act (Produkt-haftungsgesetz) or to claims under special guarantee commitments or assumption of risk.

The liability limitations set out above shall also apply to the personal liability of our employees, representatives and boards.
Liability agreements made individually shall remain unaffected by the above provisions.

§ 4 Payment terms

If the service is rendered against invoice, the invoice amount is due for payment immediately without deduction of cash discount. Invoice amounts are stated exclusive of value-added tax. Payment shall take place without offsetting or deduction of taxes of any kind. The customer shall be deemed in arrears if it does not remit payment within 14 days of the due date and receipt of the invoice.
A payment is deemed made only when we can finally dispose of the amount, i.e.

  • with bank transfer when credited to our account,
  • with any delivery of goods or shipment of software against cash on delivery after a credit note from the delivery service entrusted with the delivery,
  • with payment by cheque upon clearance of the cheque by the customer’s bank.

Bills of exchange or cheques will only be accepted by special agreement and only by way of fulfilment and shall be deemed payment only when cleared, Discount and direct debit fees are for the account of the ordering party. These are due immediately.

§ 5 Subscription contracts

A subscription contract is concluded for the delivery of the product and the subsequent Updates for a defined term.

If a subscription contract has been concluded it shall apply for a period of 36 months unless agreed otherwise. It shall renew for one further year in each case unless terminated with notice of three months for the end of the contract. The subscription includes delivery of the updates appearing during its term (on average max. 1 p.a.). Any INHOUSE License delivered within the subscription shall apply even after termination of the subscription, other licenses lapse upon termination of the subscription.

The price of the subscription is calculated per annum and is due at the beginning of the contract year concerned.

We reserve the right, upon expiry of the minimum contract term, to increase the price of the subscription. Any such increase shall be announced no later than one month before expiry of the notice period with which the contract can ordinarily be terminated before the price increase goes into effect. The price increase shall be effective as long as the customer continues the contract.

§ 6 Right to withhold and offsetting

Any offsetting against our claim shall be precluded unless the customer’s counterclaim is undisputed or legally enforceable, or based upon a claim arising from a non-cash claim entitling us to deny service or based upon claims to damages from the reciprocal relationship.
Any right of the customer to withhold shall be precluded unless the customer’s counterclaim stems from the same contractual relationship.

§ 7 Choice of law, place of jurisdiction

The contractual relationship is subject to German law. Application of UN purchasing law (CISG) shall be precluded.
Exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the competent court in Karlsruhe, as long as the customer

  • is a merchant as defined by the German Commercial Code (HGB), or
  • is a legal entity under public law or a special asset under public law, or
  • has no general place of jurisdiction in Germany.

We remain entitled at any time to also file suit at the customer’s general place of jurisdiction.

Note: This translation is for information purposes only. The German text as of March 27, 2015 shall prevail in the event of any discrepancy between this version and the original.

© 2018 - GfK GeoMarketing GmbH | General Terms and Conditions