1. General / Scope of Application

These General Terms and Conditions of Business, Payment and Delivery (GTC) apply to all business relationships between Localpano LLC (hereinafter also referred to as “Contractor”) and entrepreneurs (§ 14 BGB), legal entities public law or special funds under public law (hereinafter individually or collectively also referred to as “client”). Orders to the contractor are carried out exclusively on the basis of these terms and conditions; other conditions will not become part of the contract, even if we do not expressly contradict them, unless the other conditions have been expressly recognized by us in writing. These terms and conditions also apply to further or follow-up orders, even if no longer referred to separately. Individual contractual agreements take precedence over these GTC. Business relationships within the meaning of these GTC also arise through the assertion of claims, regardless of the legal basis, against the contractor, if and as soon as the contractor and the claimant (hereinafter also referred to as “client”) enter into negotiations to settle the asserted claims and the contractor refers to the validity of the GTC in text form and the client does not expressly object to this in text form within a period of 5 calendar days after receipt of the notice, even if no business relationship existed beforehand ; in this case, the provisions of these GTC shall apply to the legal relationship on which the asserted claims are based.

2. Prices, Conclusion of Contract

The prices stated in the Contractor's offer shall apply subject to the proviso that the order data on which the submission of the offer is based remain unchanged, but no longer than four weeks after the Client has received the offer. The offer prices do not include sales tax; this will be charged additionally if it arises by law. If relevant, the contractor's prices apply ex works and do not include packaging, freight, postage, insurance and other shipping costs. The contractor is entitled to demand reasonable advance payments after the contract has been concluded, without which he can refuse to begin his services.

Subsequent changes to the contractual services at the instigation of the client, including the resulting additional costs, will be charged to the client. Subsequent changes also include repetitions of test services that the client requests due to minor, but not objectionable, deviations from the template.

Insofar as sketches, drafts or changes to supplied/transferred data and similar preliminary work, which are not the subject of the order, are initiated by the client, these will be charged separately.

For orders executed by third parties, the purchaser shall be deemed the client, unless otherwise expressly agreed.

3. Payment

Payment shall be made without any deductions. Any discount agreement does not apply to freight, postage, insurance or other shipping costs. The due date is based on the statutory provisions. Services provided by the contractor are also deemed accepted if the client, after completion and the opportunity to inspect them, uses them without objection or accepts a certificate of completion from the contractor in text form without objection or if he signs a confirmation of execution after inspecting the services and provides it in text form.

The client may only offset or exercise a right of retention with an undisputed, ready for decision or legally established claim. This does not apply to any claims by the client for completion or rectification costs claims of the client.

If it becomes apparent after the conclusion of the contract that the fulfillment of the payment claim is jeopardized by the client's inability to pay, the contractor can refuse performance. The right to refuse performance does not apply if the consideration is paid or security for it is provided. Section 321 II BGB remains unaffected. The contractor can also refuse performance if he has a claim against the client that is due and arises from the same legal relationship, until the service due to him is performed. Section 273 III BGB remains unaffected.

If the client does not pay the price within 14 days of performance or invoicing, including the costs according to Section 2 (“Prices, Conclusion of Contract”), he shall be in default without the need for a reminder. In the event of default in payment, default interest be paid at a rate of 9 percentage points above the base interest rate. The assertion of further claims is not excluded. In the event of default in payment, the contractor is also entitled to payment of a lump sum of 40 euros. The lump sum is to be credited against any damages owed insofar as the damage is based on the costs of legal action.

The client is not entitled to use the contractor's services, regardless of the form and scope, as long as the client has not paid the price agreed for them in full to the contractor. For each day of culpable infringement by the client of the above obligation to desist, the client shall pay a contractual penalty to the contractor, to be determined by the contractor at its reasonable discretion and, in the event of a dispute, to be reviewed by the competent court to the contractor.

4. Scope of services and warranties

The client must always check the services provided by the contractor for contractual compliance without delay. The risk of any errors shall pass to the client upon the client issuing a confirmation of execution or a declaration of release in text form to the client, provided that these are not errors that could objectively only be detected in the course of subsequent use.

Obvious defects must be reported in writing within a period of one week from the date of performance; hidden defects must be reported within a period of one week from the date of discovery; otherwise, the assertion of a warranty claim is excluded.

In the event of justified complaints, the contractor is initially obliged and entitled, at its discretion, to rectify the defect and/or provide a replacement service. If the subsequent performance fails, the client may demand a reduction in payment (abatement) or rescission of the contract (rescission). Defects in part of the service provided do not entitle the customer to object to the service as a whole, unless the defect-free part of the service is of no interest to the customer.

The contractual conformity of the service is based solely on the contractually agreed terms and on public product descriptions of the contractor at the time of the conclusion of the contract, otherwise on the usual characteristics. For the assessment the contractual conformity of the service, the suitability for the usual use and other expectations of the client are not taken into account.

Deliveries (in particular data carriers, transferred data) by the client or by a third party engaged by the client are not subject to any obligation on the part of the contractor to inspect them. This does not apply to the technical suitability of deliveries for the proper fulfillment of the order, insofar as the lack of suitability must be recognizable to a carefully acting contractor. In the case of data transfers, the client must use the latest state-of-the-art virus protection programs.

5. Liability

The contractor is liable for culpable injury to life, limb or health and for other damages caused intentionally or through gross negligence, even if the breach of duty is based on the correspondingly culpable behavior of a legal representative or agent.

Furthermore, the contractor shall be liable for any slightly negligent breach of material contractual obligations, including by its legal representatives or agents. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract in the first place, the breach of which endangers the achievement of the purpose of the contract and on the observance of which the client may rely. The liability of the contractor according to sentence 1 is limited in cases of slight negligence to the limited to foreseeable damages that are typical for the contract.

Finally, the contractor is liable for fraudulently concealed defects and assumed guarantees for the quality of the goods, as well as for claims under the Product Liability Act. Insofar as the liability or claim against the contractor is based on actions or omissions of third parties, the contractor's liability presupposes that the circumstances justifying the corresponding attribution can be clearly demonstrated by the claimant; keeping records of circumstantial evidence or appearances is not sufficient, unless mandatory statutory provisions preclude this.

Otherwise, the Contractor shall not be liable. In particular, but without limitation, the Contractor shall not be liable for technical errors in the software or IT services used by third-party providers, or on the portals operated by Google or their websites. The above provision does not imply a change in the burden of proof to the detriment of the Client.

6. Withdrawal

Subject to any provisions to the contrary in these GTC, the client may only withdraw from the contract within the scope of the statutory provisions if the contractor is responsible for the breach of duty. In the event of a breach of duty, the client must explain to the contractor within a reasonable period of time whether he is withdrawing from the contract due to the breach of duty or whether he insists on the service. In the case of defects, the statutory provisions regarding withdrawal shall apply.

7. Non-performance/compensation

In the event of non-performance of the contract by the client, the contractor is entitled to claim 290.00€ net as compensation. The client is permitted to prove that the contractor has not incurred any damage or that the damage is significantly less. The contractor is permitted to prove that higher damages have been incurred.

8. Postponement

The contractor or client can postpone an agreed date for the creation of the photographs to a later date up to 8 days before the appointment without incurring any further costs. If the client postpones the appointment at shorter notice the contractor is entitled to demand a flat rate of €190.00 net from the client if the postponement occurs 7 days or less before the appointment; if the postponement by the client occurs 3 days or less before the appointment, the flat rate to be paid by the client to the contractor is €290.00 net. The client is entitled to prove that the contractor has not incurred any damage or that the damage incurred is significantly lower.

9. Limitation period

Any claims by the client against the contractor shall become time-barred within 6 months of execution or the action giving rise to the claim, but no later than 6 months after acceptance of the service provided. This does not apply to for which the contractor is responsible, and in the event of loss of life, intentional or fraudulent behavior on the part of the contractor, as well as in the case of claims under the Product Liability Act and within the scope of quality guarantees provided. In the cases described in the previous sentence, the statutory limitation periods shall apply.

10. Archiving

Products, materials and data to which the client is entitled shall only be archived by the contractor beyond the point in time of the performance of the service for the client or his agents if this has been expressly agreed and in return for special remuneration. In the absence of an agreement, the client shall be responsible for taking out any insurance himself.

11. Periodic work

Contracts for regularly recurring work can be terminated with a notice period of three months.

12. Third-party rights

The client assures that no third-party rights, e.g. copyrights, trademark rights or personal rights, are violated by his order specifications, in particular by templates supplied by him. In this respect, the client shall fully indemnify the contractor from all third-party claims, including the costs of legal defense and/or prosecution, unless the client proves that he is not at fault and that he has fulfilled all his due diligence and inspection obligations.

13. Place of performance; place of jurisdiction

The place of performance for both parties shall be the contractor's place of business. Insofar as the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship disputes, including actions on bills of exchange and checks, shall be the registered office of the contractor. The exclusive place of jurisdiction for actions against the contractor based on acts or omissions of third parties shall be the registered office of such third party. This contract and the privity of contract between the contractor and the contractual partner are subject to the laws of the Federal Republic of Germany, excluding the provisions of international private law (conflict of laws) and the UN Sales Convention.

14. Consent, right of withdrawal

By voluntarily entering or communicating his e-mail address, the client agrees that the contractor may send him offers for similar goods/services by e-mail on the basis of § 7 III UWG. The client can object to the use of his e-mail address for advertising e-mails from the contractor at any time by sending a message to the contractor or by clicking on the corresponding link in the respective advertising e-mail. After the objection has been made, the contractor will no longer use the e-mail address for direct advertising. The same applies if the client objects to the contractor sending advertising e-mails on the order form. The contractor's privacy policy and the declaration on the type and purpose of the use of personal data and your rights can be found at: https://localpano.com/privacypolicy