SATCOM Terms & Conditions
1 Area of Application
1. These General Terms and Conditions of Business apply severally and independently of each other and for future cases of a similar nature. They also apply in favour of the persons working for and at SATCOM GmbH.
2. The specifications of the price list applicable at the time of performance of an order apply to supplement these General Terms and Conditions of Business.
3. If these General Terms and Conditions of Business conflict with terms and conditions of the Client or any other third party who enters into business relations with SATCOM GmbH, the present Terms and Conditions of Business take precedence.
Article 2 Binding Effect of Declarations, Invalidity
1. Declarations (for example; quotations and acceptance of contractual offers, including any supplements, amendments and expressly agreed dates and information granted) must be in writing to be legally valid. This requirement for the written form may only be cancelled in writing.
2. Should any provision of the individual contract agreed between SATCOM GmbH and the Client, or of these General Terms and Conditions of Business, be null and void or invalid for any reason, this shall not affect the validity of the remaining provisions. The provisions that are null and void or invalid must be interpreted in such a way as comes closest to the economic intention of the contract as a whole.
Article 3 Authority of the Client
The Client assumes full material and legal responsibility for the order placed by the Client and indemnifies SATCOM GmbH against all claims brought by third parties. By placing the order, the Client expresses the fact that it has the requisite authority for all orders and purchase orders placed with SATCOM GmbH, and for the legal transactions and dispositions associated with the same, and that no official measures or statutory provisions etc. stand in the way of the order being placed.
Article 4 Scope of Performance
1. The scope of performance of SATCOM GmbH is defined in the quotation accepted by the Client or other written specifications.
2. SATCOM GmbH is entitled to charge for additional services if this was agreed with the Client or the additional services were not foreseeable but necessary to perform the order and no prior agreement could be arranged. If prices for additional services have not been agreed, the price agreements made for the order must be applied mutatis mutandis.
3. SATCOM GmbH is entitled to collaborate with subcontractors to perform the agreed service or to use subcontractors to perform parts of the services. No contractual relations come into being between the Client and the subcontractor and the obligations of SATCOM GmbH towards the Client remain valid without restriction.
Article 5 Rental of Technical Equipment and Facilities
1. The Client must specify the type and scope of desired rental equipment at the time of placing the order.
2. The type, extent and duration of the hire of equipment, items and facilities are always specified in the delivery notes and/or service documents. These documents in conjunction with the price list represent the billing basis in all cases regardless of any periods of actual use.
3. The Client or the Client’s representative must initial the documents at the time of receipt of the rental items. If the Client does not initial the documents itself, the Client must ensure that the person initialling the documents has the requisite power to do so.
4. At the time of receipt, the Client must immediately satisfy itself at the place of delivery that the rental item is complete and outwardly intact. Later complaints regarding any short-delivered quantities or obvious defects can no longer be recognized.
5. If, in exceptional cases, the stock of imaging equipment and sound apparatus and the relevant accessories held by SATCOM GmbH should not be sufficient, SATCOM GmbH will endeavour to procure the goods desired by the Client. SATCOM GmbH is only able to guarantee timely procurement if the appropriate arrangements are made prior to conclusion of the contract. SATCOM GmbH gives a warranty for the suitability of third-party equipment only in the event that such equipment is of a usual commercial type tried and tested on the domestic market and by SATCOM GmbH.
6. If the agreed rental item is not required at all times, SATCOM GmbH may use it elsewhere for such periods. No charge is made for such periods.
7. The Client is obliged to treat the items rented to it with care, in particular to arrange insurance appropriate in terms of type and value, and to convey the items to and from the storage points at its own expense.
8. The Client may not rent out the rental equipment to other persons or let it be used by other persons.
Article 6 Dates
1. The dates agreed between the Client and SATCOM GmbH for the use of the OB vehicle, SNG or other services are binding for both parties.
2. If the Client should cancel an agreed date or not accept agreed services wholly or in part without prior notification, SATCOM GmbH may claim the agreed remuneration. However, SATCOM GmbH must take into account the costs saved as a consequence of not performing the service, or any income generated from services performed elsewhere by SATCOM GmbH or income that it maliciously fails to generate. This provision does not apply if the use of the OB vehicle, SNG or other services are cancelled within an agreed cancellation period.
3. Should SATCOM GmbH be unable to perform an order on time for reasons of a technical or staff-related nature, the Client must be notified without delay.
Article 7 Prices, Terms of Payment
1. For billing purposes, SATCOM GmbH will use the price list valid on the date of performance of the order.
2. If more than three months pass between the time of placing of the order and performance, SATCOM GmbH is entitled to charge the prices in application on the date of performance.
3. All payments must be made without deductions on receipt of the invoice at the latest. SATCOM GmbH can ask for advance payments and payments on account. In the event of time being granted time to pay, or in the event of default in payment, SATCOM GmbH is generally entitled to charge interest from the due date at a rate of 5% above the relevant applicable discount rate of the German Bundesbank. The rate of interest must be set at a higher or lower rate if SATCOM GmbH is able to prove that the actual interest charge was higher or the Client is able to prove that actual interest charge for SATCOM GmbH was lower.
4. Bills of exchange and cheques are only accepted on account of payment. The Client may set off only those accounts receivable against the claims to payment of SATCOM GmbH that are undisputed or that have been confirmed with final legally binding effect.
Article 8 Premature Maturity
1. SATCOM GmbH may prematurely call due all receivables and cancel all agreements made regarding the granting of price discounts and other payment terms in the event of: breach of contract, changes in company relations or a major deterioration in the financial circumstances of the Client, in particular in the event of default in payment or default with regard to other obligations, if cheques or bills of exchange are not honoured or are protested, insolvency, initiation of moratorium negotiations, insolvency proceedings or composition proceedings or loss of legal capacity or capacity for disposition.
2. In all cases of a receivable becoming due prematurely, in particular for the reasons specified in Para. 1, SATCOM GmbH is entitled to exercise all rights available to SATCOM GmbH under the contract or under these General Terms and Conditions of Business.
Article 9 Notification of Defects, Warranty
1. Notifications of defects and other complaints based on obvious defects must be made in writing without delay, however, within a limitation period of one week after provision of the service at the latest. In other cases, the right of the Client to bring claims based on defects becomes time-barred after six months.
2. In the event of transmissions of images or sound, the subjective opinion of the trims, colours and sound can vary greatly. Consequently, unless the Client has given more precise instructions, SATCOM GmbH is responsible, at its own discretion, for image composition and sound design during performance of the order.
3. The Client’s right of warranty is limited to the right of subsequent improvement or replacement delivery by SATCOM GmbH, provided that this is feasible. SATCOM GmbH must be allowed a reasonable period of time to this purpose.
Article 10 Contractual and Noncontractual Liability
The following applies to the liability of SATCOM GmbH, regardless of the legal grounds or actual circumstances:
1. Liability for slight negligence is excluded. The same applies to liability for fault by SATCOM GmbH/management or by its employees or agents.
2. SATCOM GmbH is also not liable towards registered entities, legal entities under public law and public-law special funds as defined in Section 24 AGB-Gesetz (statute on general terms and conditions of business) for gross negligence on the part of its employees or agents (excepting executive staff).
3. SATCOM GmbH has no liability in cases of force majeure, strikes, lockouts and similar circumstances.
4. All liability of SATCOM GmbH is limited to the order value.
Article 11 Data Protection
SATCOM GmbH is entitled to store and process the data relating to the Client and the order in its computer system.
Article 12 Place of Jurisdiction, Choice of Law
Place of jurisdiction, also for cheque and bill of exchange proceedings, is Langen, Dreieich. German law applies exclusively to all disputes.