GTC General Terms and Conditions

HUBER Kartographie GmbH
Max-Planck-Str. 17
85716 Unterschleißheim

Status: 02.06.2010

I. General

1. These General Terms and Conditions (GTC) apply unless otherwise agreed in writing. All agreements and offers are based on our terms and conditions. They shall be deemed to have been recognised upon placement of the order or acceptance of the delivery. The customer’s general terms and conditions shall not become part of the contract under any circumstances, even if we do not expressly object to them.

2. Where these General Terms and Conditions refer to “Contractor”, this means Huber Kartographie GmbH.

3. Our offers are subject to change.

4. An order shall only be accepted on the basis of and in accordance with our order confirmation. If the order is not confirmed separately, the invoice shall be deemed to be the order confirmation.

5. Any agreements or amendments to the contract that deviate from these GTC must be confirmed in writing by the Contractor’s management in order to be effective.


II. Right of cancellation

The contractor may withdraw from the contract in the event of force majeure, strikes, illnesses and disruptions in business operations. The same applies if the above reasons, in particular impossibility, delay and positive breaches of contract occur at the premises of one of our suppliers. In all these cases, no claims for damages can be asserted against us. Any exceeding of the delivery time and price caused by this shall not entitle the customer to withdraw from the order or to hold the supplier responsible for any damage incurred.


III. Delivery

1. Shipping is at the expense and risk of the customer. This shall also apply if carriage paid delivery has been agreed.

2. If delivery is delayed for a reason for which the customer is responsible, the risk shall pass to the customer on the day the goods are ready for shipment.

3. Delivery dates and deadlines are subject to unforeseen obstacles that are beyond our control or the control of our subcontractors. During the period in which such an obstacle affects us, we can neither be in default nor be in default.

4. The Contractor is authorised to make partial deliveries.

5. If the Contractor delays delivery, the Customer shall set a reasonable grace period within the meaning of Section 323 BGB. The dispensability of setting a deadline in accordance with § 323 II BGB is excluded. After expiry of this period, the customer may withdraw from the contract. A right to claim damages, in particular claims for damages caused by delay and lost profits, is excluded to the extent permitted by law. The customer shall have no further rights or claims.

6. If the service to be provided by us becomes impossible due to circumstances for which we are responsible, the customer may withdraw from the contract. We shall only be responsible for intent and gross negligence. A right to claim damages, in particular claims for damages caused by delay, is excluded to the extent permitted by law. The customer shall have no further rights or claims.


IV. Prices, terms of payment

1. All prices are net prices excluding the applicable statutory VAT.

2. Our general prices valid on the day of delivery shall apply. The customer need not accept an increase in the prices applicable on the day of delivery compared to the prices stated in the order confirmation insofar as this increase appears to be grossly unreasonable, even taking into account market conditions, cost development and other factors essential for price calculation.

3. Payments are to be made within 14 days of the invoice date without deduction. The customer is not permitted to deduct postage or discounts.

4. EThe customer may only perform a set-off against undisputed or legally established claims. A right to refuse performance or a right of retention cannot be asserted unless the Contractor is guilty of a gross breach of contract vis-à-vis the Customer or the Customer has undisputed and legally established claims from the same contractual relationship.

5. Advance payments or part payments are to be made for orders from 5,000.00 €

6. In the event of late payment, interest on arrears shall be charged at the usual bank rate for loans with a daily period of notice. If a significant deterioration in the customer’s financial circumstances becomes known or if the customer defaults on a payment, the contractor shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due. Furthermore, the Contractor shall have the right to cease further work on the Customer’s current orders. If the above terms of payment are modified in favour of the Customer, the Customer shall bear all credit and other costs.


V. Reservation of ownership

1. The contractor retains title to the goods or data supplied by him until payment of all – including future – claims against the customer or purchaser (extended retention of title) The contractor retains title to the goods or data supplied by him until payment of all – including future – claims against the customer or purchaser (extended retention of title).

2. The customer may only sell the reserved goods or data in the ordinary course of business. The claims arising from the resale are hereby assigned to the Contractor to secure its claims arising from the business relationship with the Customer. The customer is authorised – revocably at any time – to collect the assigned claims. The amounts collected shall be paid to the Contractor within the agreed payment term. Upon request, the Customer shall provide the Contractor with information about the debtors and the amount of the assigned claims (extended retention of title).

3. At the customer’s request, the contractor undertakes to release the security interests under items 1 and 2 at our discretion to the extent that their value exceeds the claims to be secured by more than half.


VI. Liability

1. Unless otherwise stipulated in these GTCs, the customer’s claims shall be limited to intent and gross negligence within the scope of the customer’s legally permissible claims for culpa in contrahendo, positive breach of contract, in particular liability for consequential damages and all other claims for damages. In the event of slight negligence, liability shall be limited to a maximum of 10% of the order value, unless cardinal obligations are affected. In the latter case, the provisions of sentence VI. clause 1 shall apply.

2. The customer / licensee expressly recognises that the digital recording of geographical data is carried out on the basis of the documents available for this purpose and that this may result in inaccuracies in the data. The contractor/licensor therefore excludes any warranty and liability for errors in the data supplied to the customer/licensee that result from the material available to the contractor/licensor or arise during processing due to the system, unless the contractor/licensor is guilty of intent or gross negligence.

VII. Complaints

Complaints are only admissible within one week of receipt of the goods. The customer is also obliged to inspect the delivered goods if reference samples have been sent. Defects in a part of the delivery cannot lead to a complaint about the entire delivery. The contractor has the right to repair or replace the goods. Otherwise, only a reduction in price can be demanded; the right to cancellation or compensation is hereby excluded.


VIII. Sketches, drafts, proofs and samples

Sketches, drafts, test prints and samples will be invoiced even if the order is not placed.


IX. Reference copies / References

1. The customer shall send the client two reference copies after the data has been used in accordance with the contract, e.g. printing of the map work.

2. After fulfilment of the contract, the Customer expressly permits the Contractor to advertise with its name and company name – also using the corresponding (company) logo – on the website as a reference and to provide a corresponding link to the Customer’s website. This shall not apply if the customer objects to this use immediately after conclusion of the contract.


X. Insurances

If the manuscripts, originals, digital files, papers, typesets, printed matter in storage or other items provided to the Contractor are to be insured against theft, fire, water or any other risk, the Client shall arrange the insurance himself. The Contractor’s liability shall be governed by VI.


XI. Copyrights

1. Digital data shall remain the property of the Contractor / Licensor, unless a written contract stipulates otherwise. The customer shall only acquire a simple, non-transferable right of use to the delivery item in the territory of the Federal Republic of Germany, limited to the subject matter of the contract.

2. Corrections, additions or reductions of content or extensions of the map area and data may only be carried out by the contractor / licensor. The copyright and the right of use remain with the contractor / licensor.

3. If the customer is provided with programmes, fonts or in-house developments licensed by the contractor/licensor in order to produce films or flat copies, the customer undertakes not to pass these on to third parties and to delete them after fulfilment of the contract and to provide evidence of this deletion to the contractor/licensor on request. In case of doubt, the completion of the contractual use of the data, e.g. printing of the map work, shall be deemed to be the time of deletion.

4. If the customer provides the contractor/licensor with data or templates for further processing, the customer expressly warrants that it is the sole holder of the rights to this data or templates and that the customer assumes all liability for the use/processing of this data or templates by the contractor/licensor. The customer expressly assumes responsibility and liability for claims asserted against the contractor/licensor by third parties and indemnifies the contractor/licensor against any claims by third parties


XII. Proofs

Proofs and printouts must be checked by the customer for typesetting and other errors and returned to the contractor ready for printing and signed. The Contractor shall not be liable for errors sent by the Customer. Changes made by telephone require written confirmation. In the case of smaller print jobs and typeset manuscripts, the contractor is not obliged to send the customer a proof. If the sending of a proof is not requested, liability for typesetting errors shall be limited to gross negligence. In the event of changes following printing authorisations, all expenses, including the costs of machine downtime, shall be borne by the customer. The customer must notify the contractor in writing of any errors that occur within one week. In the case of colour reproductions and maps (in all printing processes), minor deviations from the original or the template shall not be considered a justified reason for a complaint. The same applies to the comparison between any printouts and the print run.


XIII. Over- or under-deliveries of print products

In general, the full prescribed print run is delivered. The customer is obliged to recognise an excess or shortfall in the ordered print run of up to 5% from 50 copies.


XIV. Company information

The Contractor reserves the right to place its company text, logo or VAT identification number on deliveries of all kinds in accordance with the relevant regulations and the space available.


XV. Postage and freight

The customer shall bear the costs of shipping.


XVI. Final provisions

1. Insofar as these provisions or the individually agreed contract do not contain any regulation, the statutory provisions shall apply. Verbal agreements must be confirmed in writing by our management in order to be binding.

2. The law of the Federal Republic of Germany shall apply exclusively, unless mandatory statutory provisions provide otherwise. The application of the Uniform Law on the International Sale of Goods in the Hague Convention as well as the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and its subsequent amendments are excluded.

3. Should one of these provisions be or become void or ineffective, this shall not affect the effectiveness of the remaining provisions. In this case, the parties shall agree on a provision that comes closest to the economic and contractual purpose of the void or ineffective provision.

4. The place of fulfilment for payment and the place of jurisdiction, including proceedings relating to bills of exchange and documents, shall be Munich, unless otherwise stipulated by law, in particular for registered traders, for persons who have no general place of jurisdiction in Germany and for persons whose place of residence or habitual abode is unknown at the time the action is brought.