Terms and Conditions

In principle

These are the general terms and conditions of Partake Beratung GmbH (hereafter referred to as consulting company or partake).

1. Validity of the terms and conditions

These general terms and conditions apply for all contracts of the consulting company unless agreed otherwise in individual contractual regulations. The terms and conditions of the client are not part of the contract.

2. Presentations

Any, even partial use of works and services presented or handed over by the consulting company (presentations, etc.) with the aim of closing a contract, whether they are protected by copyright or not, require the prior consent of the consulting company. This also applies to the use in modified or edited form and to the use of the underlying ideas of the works and services of the consulting company, if they have not found expression in the activities of the client up to this time. The acceptance of a consulting fee is not regarded as an approval to use the work and services of the consulting company.

3. Cost estimates and placing of order

3.1 Cost estimates are submitted to the client before any cost-generating work is started in written or electronic form and these are to be approved by the client.
3.2 The consulting company is entitled to perform the assigned work itself or to pass it on to third parties.

4. Processing of orders

4.1 The minutes of meeting transmitted by the consulting company are binding if the client doesn’t object up to three days after the receipt.
4.2 Templates, files and other working materials (in particular presentations, documentations, studies, analyzes, mock-ups, pictures, negatives, models, original illustrations, etc.) which are created by the consulting company in order to provide the contractual owed services, remain property of the consulting company. A handover obligation does not exist. The consulting company is not obliged to safekeeping.

5. Terms of payment

5.1 Agreed prices are net prices to which the applicable statutory VAT is added. The social contribution for artists, customs or other subsequent resulting taxes will also be charged to the client.
5.2 The invoices issued by the consulting company to the client are due immediately upon invoicing and without deduction, unless otherwise agreed.
5.3 For larger orders or those that extend over a longer period of time, the consulting company is entitled to issue interim invoices and advance invoices.
5.4 The consulting company retains the ownership of all submitted documents and objects until full payment of all invoices concerning the order.
The rights to the services of the consulting company, particularly copyright right of use, are passed over to the client only after full payment of all invoices concerning the order.

6. Rights of use

Partake offers the client a non-exclusive, non-transferable and not time-limited right of use for internal use of the work results that are created in the course of the consultation, unless no other agreements have been made in individual cases.

7. Cooperation of the client

If the client culpably omits or delays incumbent cooperation, Partake can demand the agreed remuneration for the consequently not performed consultation – after the deduction, if necessary, of saved expenses and obtained remunerations earned through alternative commissions during the period of delay – without being obliged to subsequently perform. If Partake decides to provide the consulting services, this is done only after a reasonable adjustment of the schedule. The same applies in the case if the client gets into delay with the acceptance of the consulting services. The claims of Partake to compensations for any additional expenses remain unaffected.

8. Fees

8.1 The fees for the consultations provided by Partake are calculated according to the invested time into the activity plus travel and, if necessary, overnight charges, as far as no other agreements have been made in individual case. The fees result from the daily rates valid at the receipt of the order or   from an accepted offer by Partake during the initial period. However, should the date on which advisory services are to be provided be delayed for reasons for which Partake is not responsible to a date later than 4 months after receipt of the original commission, then in the case of a change in the daily rates occurring in the meantime, the then valid Partake daily rates will be used as the basis for the remuneration to be paid.
8.2 The retention of the remuneration and the offset are only permitted if the entitlement of the client is recognized by Partake or is legally binding. In case of delayed payment, Partake reserves the right to instantly stop the consulting service.

9. Warranty and liability

9.1 The consulting company isn’t liable to the client for losses or non-achievement of certain profit targets.
9.2 Partake is liable for the destruction of data only for gross negligence and only when the client has made sure that the data can be reconstructed at justifiable costs from data material that can be kept ready in machine-readable form.
9.3 In addition, the consulting company is liable to the client for losses only if and as far as they have been caused by him or vicarious agent engaged by him through unsatisfactory execution of the contractually agreed services by gross negligence or through negligent breach of a fundamental contractual obligation.
9.4 Partake is insured against claims associated with its activity up to the amount of 1 million € per claim. A possible compensation must therefore be limited to the height of the insurance payout.
9.5 In any case, the compensation is limited to the losses which could be reasonably foreseen by Partake at the conclusion of contract according to the then known circumstances.
9.6 The above limitations of liability do not apply for deliberately caused damages or damages resulting from injury of life, body and health.

10. Confidentiality, secrecy

10.1 The consulting company will treat in strict confidentiality all business transactions of the client that reach its knowledge, as well as its internals.
10.2 Each party is obliged not to disclose to third parties any information and documents of the other party marked as confidential which are accessible to it in association with the fulfillment of this agreement or not to make them accessible by any other means to third parties. Each party should take the necessary precautions for this purpose in their sphere of operations that should ensure the compliance with the above obligations. These obligations apply in this respect and so long until the named information and documents are demonstrably public known without the assistance of the party bound to secrecy.

11. Data backup

The client should ensure that only read rights are available for the accounts and system accesses used by the consulting company and its employees and thus the possibility of an accidental deletion of the clients’ data is safely and permanently excluded.

12. Place of jurisdiction, applicable law

12.1 If the client is a merchant, legal entity of the public law or special fund under public law, the exclusive jurisdiction for all disputes arising from this contract is the company’s headquarter. The place of fulfillment is Berlin. The same applies if the client has no general jurisdiction in Germany or domicile or if the habitual residence is not known at the time when the complaint is filed.
12.2 The law of the Federal Republic of Germany shall apply.

13. Severability clause

If individual regulations should become or be totally or partially invalid, then this will not affect the validity of the other regulations.

Stand: Berlin, August 2015

Conditions of Purchase

The following conditions of purchase shall apply to all contracts between the company partake AG –hereinafter also referred to as „buyer“ – and its supplier – hereinafter also referred to as „supplier“:

The following conditions of purchase shall apply to all contracts between the company partake AG –hereinafter also referred to as „buyer“ – and its supplier – hereinafter also referred to as „supplier“:

1. General

(1) The following conditions apply to all orders of the buyer, even if the supplier makes references in his offer, at the confirmation of the order, at the delivery or when issuing an invoice to conflicting conditions or conditions that deviate as standard clauses from the following conditions or other conditions.
(2) The purchase conditions are part of the contract.
(3) Other conditions are only valid if the buyer acknowledges them in writing.

2. Formal requirements

Only orders issued in writing are binding for the buyer. Orders issued verbally or by telephone are only effective if the buyer confirms them immediately in writing (or by fax or email).

3. Prices

(1) The agreed prices are fixed prices that include all reductions and changes related to the amount specified in the corresponding delivery contract as well as the delivery to the place of delivery, including costs of packaging and shipment. If the parties agree in deviation to sentence 1 to unfree delivery, the buyer assumes only the most favorable freight costs, unless he has required a special type of shipment. The type of the pricing shall not affect in any way the agreement on the place of performance.
(2) The same prices, discounts and conditions apply for the delivery of small quantities.

4. Delivery dates

(1) The delivery dates agreed between the parties are binding, as they have been determined in view of the buyer’s internal considerations.
(2) Deliveries before the buyer can return the agreed date of delivery.
(3) The supplier is obliged to inform the buyer immediately in writing if circumstances occur or if he becomes aware of any circumstances indicating that the agreed deadline can’t be met.
(4) If the supplier defaults on a delivery, the buyer is entitled to his legal claims. The consequences of delay, as well as additional costs for deliveries outside of the normal business hours are chargeable to the supplier.
(5) The supplier is obliged to pay in case of delayed delivery a contractual penalty of 1% per started week of delay, but maximum 10% of the total order value of the delivery to the buyer. The right to assert additional damage claims is expressly reserved for the buyer. (6) The buyer reserves the right to accept excess- or short deliveries.

5. Delivery notes

(1) Delivery notes should be attached to the wares in any case. Each shipment or position should be marked with the document number of the buyer. An accompanying note should be visibly attached on every container, carrier and pallet. The accompanying note must contain: name of the supplier; article description; amount / number of pieces; batch. The supplier must reimburse losses to the purchaser arising from incorrect description of the delivered goods.
(2) If payments are delayed due to incorrect description of goods, the purchaser is not considered to be in default. Furthermore, the right to cash discount is not affected.

6. Shipping

(1) If the buyer doesn’t give instructions for shipping, only these ones are binding. The buyer is also entitled to collect the goods itself or through a commissioned forwarding agent. He is entitled upon collection to charge costs of customary freight charges, unless unfree delivery has been agreed upon. Additional freight, demurrage, etc. shall be at the expense of the supplier. (2) Except in cases of pickup by the purchaser, transport occurs at the supplier’s risk.

7. Quality requirements

(1) The supplier shall guarantee that the delivered wares meet the applicable standards at time of delivery, all relevant technical regulations and, if applicable, the quality assurance agreement closed with the buyer.
(2) The ordered products must meet in particular the 2nd section of the Act on Technical Working Materials and Consumer Products (GPSG) and the applicable accident prevention regulations of the professional associations.

8. Transfer of risk

The risk shall pass on to the buyer, only after the delivery was handed over to him.

9. Deficiencies

(1) The buyer is entitled to the legal warranty claims in case of defective deliveries or services, as long as these conditions are not contradictory.
(2) The goods will be checked on quality and completeness by the buyer upon receipt to the extent both reasonable and technically feasible for him. Defect notifications are opportune if they occur within a week via letter, fax, email or telephone. The period for the defect notification begins on the date on which the buyer has detected or should have detected the defect, this means for an open defect upon receipt of the delivery, for a concealed defect after discovery of the defect.
(3) If the buyer is entitled to compensation due to a quality defect, he can carry out a covering purchase at the expense of the supplier or remedy the deficiencies at the expense of the supplier or remedy them himself.
(4) The legal warranty claims become time-barred within 30 months after the transfer of risk, insofar as the law doesn’t foresee longer periods.

10. Exemption

If there are asserted claims against the buyer due to defectiveness of the delivered goods and the supplier is liable to the buyer for the same reason, the supplier is obliged to exempt the buyer from all third-party claims. Other rights of the buyer remain unaffected by this.

11. Invoices

Invoices have to be sent to the buyer in duplicate clearly indicating the legible document number of the buyer. Invoices shouldn’t be delivered with goods, they have to be sent separately to the buyer. Invoices that don’t meet the requirements can be returned to the supplier without legal disadvantages for the buyer.

12. Payment

(1) Unless otherwise agreed, payment shall be made within 30 days net after receipt of the invoice. If the invoice is received before the goods, the payment is made within 30 days net after the receipt of the goods.
(2) The buyer is entitled to make payments by cheque proceedings. The discount does not get lost by doing so.
(3) In the case of deliveries not according to contract, in particular unsatisfactory, the buyer is entitled to withhold the payment up to the time of proper, complete fulfillment without loss of discounts, discount payments or similar payment privileges.

13. Security rights

(1) The supplier may not assign or pledge existing claims against the buyer.
(2) Only an ordinary reservation of title is recognized to the supplier, not, however, an extended reservation of title nor one in respect of the current account or any other special form of such reservation.

14. Provided documents, confidentiality

(1) The provided drawings, plans and other documents provided by the buyer to the supplier remain property of the buyer.
(2) The supplier shall treat these documents confidentially. The obligation of confidentiality does not apply to the knowledge included in the documents that is or will be publicly known or was already known by the supplier without this being caused by an infringement of contract. Breaches result in the right to compensation.
(3) The supplier undertakes to not disclose any information from the collaboration with the buyer, in particular information about products, prices, reference quantities, technical data, to the extent that these are not already publicly known, or their disclosure is not required due to legal regulations or a legally valid, official decree.

15. Force majeure

Neither party is liable if the fulfillment of contract is hindered by force majeure, in particular natural disasters, war, civil unrest, labor disputes, service stillstand or interruption due to extreme factors, official measures and other events beyond the control of the parties. The parties will contact each other in such cases and discuss about the measures to be taken. The parties undertake to restore the fulfillment of the contract with all technical and economically reasonable resources.

16. Applicable law

The German law applies exclusively to the legal relationships between the buyer and the provider excluding the Convention of the United Nations on contracts for the international sales of goods (CISG).

17. Place of jurisdiction

The place of jurisdiction for any dispute is the domicile of the buyer, provided that the supplier is a merchant i. S. d. HGB. The buyer can choose to make his claims valid at the domicile of the supplier.

18. Other

Changes or additions to these conditions must be in writing. The same applies to each declaration regarding the contractual relationship.

19. Severability clause

The invalidity of individual regulations shall not affect the validity of the remaining regulations from these conditions of purchase.

These conditions of purchase apply from 01.01.2015

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