Terms and Conditions

These terms and conditions apply to all business relations between LIGAPRODUCTION GmbH (hereinafter referred to as “LIGAPRODUCTION”) and third parties acting on behalf of LIGAPRODUCTION. If there is a special supplier contract between the contracting parties, the following terms and conditions shall apply in a subsidiary manner.

1. these terms and conditions apply exclusively to relations with contractors of LIGAPRODUCTION who are entrepreneurs within the meaning of § 310 para. 1 BGB in conjunction with § 14 BGB. § 14 BGB, even if they are no longer referred to in individual transactions and unless expressly agreed otherwise in writing.

2. the terms and conditions shall apply exclusively, even if the contractor refers to other or supplementary terms and conditions in a letter of confirmation. Provisions which amend or cancel these terms and conditions shall only be valid after written confirmation by LIGAPRODUCTION. Counter-confirmations by the contractor with reference to its own terms and conditions are hereby rejected; this also applies to the reference to its own terms and conditions in the form.

3. LIGAPRODUCTION reserves the right to amend these terms and conditions in a reasonable manner. The inclusion and interpretation of these terms and conditions, as well as the conclusion and execution of legal transactions with contractors, shall be governed exclusively by the law of the Federal Republic of Germany.

4. these terms and conditions supersede all previous terms and conditions.

1. a contract shall come into existence when the contractor confirms the order or commences work on the basis of the order received by LIGAPRODUCTION; if the order confirmation deviates from the order, LIGAPRODUCTION reserves the right to withdraw the order within 48 hours if no agreement can be reached on the deviating points within this period.

2. In case of doubt, the existence of the order and the order confirmation must be proven by the contractor.

3. all subsidiary agreements and amendments must be confirmed in writing by LIGAPRODUCTION in order to be valid. The written form requirement shall also be met by fax and/or email.

1. it is the sole responsibility of the Contractor to instruct, instruct and supervise the personnel working for him and to issue appropriate instructions in individual cases.

2. to the extent required by the nature and scope of the work to be carried out, the Contractor shall arrange for the accommodation of its personnel and the transportation of the required materials on its own initiative.

1. the contractor undertakes to keep LIGAPRODUCTION fully and promptly informed of all material aspects of the order. This shall include – where available – in particular the sending of daily or weekly schedules relating to the execution of the order. LIGAPRODUCTION must be notified immediately in writing of any circumstances which hinder or call into question the timely execution of the order by the contractor. Notwithstanding this, LIGAPRODUCTION reserves the right to monitor the work to ensure that it is carried out in accordance with the contract.

2. the contractor shall be obliged to notify LIGAPRODUCTION immediately of any factors arising in the course of the project which may lead to a change in the project budget, the calculation on which the budget is based or the financing plan relating to the budget.

3. budget changes or cost increases which have not been notified to LIGAPRODUCTION and have not been approved by LIGAPRODUCTION shall be borne by the contractor. In this respect, there shall be no entitlement to increased remuneration.

If the contractor cancels an order without justification, LIGAPRODUCTION may, without prejudice to the possibility of claiming higher actual damages, demand a lump sum of 10% of the order amount for the costs incurred in processing the cancellation and the delay associated with the search for another contractor. The Contractor reserves the right to provide evidence of lower damages.

Unless otherwise agreed between the parties, the following terms of payment shall apply:

1. payment shall only be due after acceptance of the service by LIGAPRODUCTION. The contractor shall issue a corresponding final invoice after completion of the service, in which the advance payments already made are also indicated.

2. invoices shall be paid by LIGAPRODUCTION within 30 days of receipt of the invoice. Different payment terms may be agreed as part of a discount agreement.

3. if there is disagreement as to whether the service is free of defects or whether the service has been provided in accordance with the order, LIGAPRODUCTION shall be entitled to withhold up to 50% of the total invoice amount until the contracting parties have reached agreement.

4. travel and ancillary costs shall only be reimbursed if they form part of the quotation.

1. the contractor shall be obliged to comply with the contractually agreed deadlines and dates. If the contractor is culpably in default with its performance, LIGAPRODUCTION shall be entitled to withdraw from the project-related contract and to claim damages for non-performance. This shall include in particular additional costs for the commissioning of a third-party company and compensation for losses incurred by LIGAPRODUCTION as a result of reductions/claims for damages etc. by its own customer. Unless otherwise agreed, a deadline entitling the customer to withdraw from the contract shall be deemed to have been exceeded if the agreed deadline is exceeded by 3 calendar days.

2. if the failure to meet the deadline is due to a case of force majeure or a case where the contractor is not at fault, LIGAPRODUCTION shall be entitled to set the contractor a reasonable period of grace. If the obligation to perform is not fulfilled by the expiry of this period of grace, LIGAPRODUCTION shall be entitled to withdraw from the contract without further notice.

3. if the service or a part thereof can only be provided immediately or at the time defined in the contract, i.e. if it is not possible to set a grace period, the claim to remuneration for the corresponding part of the service shall lapse if the deadline is exceeded. In this case, LIGAPRODUCTION reserves the right to assert a further claim for damages.

1. if the services provided by the contractor are defective because they do not comply with the contractually agreed quality specifications or – insofar as such quality specifications have not been agreed – do not comply with the recognized rules of technology, LIGAPRODUCTION may, at its discretion, demand free replacement delivery, rectification, rescission or reduction. The right to assert claims for damages shall remain unaffected. If the rectification of defects fails, LIGAPRODUCTION may demand immediate replacement delivery, rescission or reduction. In urgent cases, LIGAPRODUCTION shall be entitled to have defects rectified at the contractor’s expense without prior notification. The warranty obligation shall end 2 years after receipt of the goods and/or services.

2. the contractor shall only be entitled to rectify defects if this is reasonable for LIGAPRODUCTION. The reasonableness of rectification by the contractor shall be excluded in particular if LIGAPRODUCTION would be in default vis-à-vis its customer as a result of rectification by the contractor. In the event that LIGAPRODUCTION cannot reasonably be expected to accept rectification by the contractor, LIGAPRODUCTION reserves the right to assert a further claim for damages.

3. if goods or parts are redelivered as part of the rectification of defects, the warranty for these shall recommence.

1. the contractor shall store the templates, data etc. created by him at his own expense and risk for a period of two years after completion of the order. The date of termination shall be the date of the final invoice within the meaning of § 6 para. 2. Documents, samples etc. belonging to LIGAPRODUCTION must be returned to LIGAPRODUCTION immediately after completion of the order.

2. if documents etc. belonging to LIGAPRODUCTION are not returned to LIGAPRODUCTION within the period specified in Clause 1, LIGAPRODUCTION shall be entitled to withhold up to 50% of the invoice amount claimed until the documents etc. have been received by LIGAPRODUCTION.

1. the contractor transfers to LIGAPRODUCTION the exclusive right of use to all services, ideas, drafts, designs etc. provided by him. This transfer is unlimited in terms of time and place.

2. the transfer of granted rights of use to third parties shall not require the consent of the contractor. The Contractor shall also have no right to information in this respect.

3. LIGAPRODUCTION shall be permitted to modify the work and works produced by the contractor under the contract and all other services rendered.

4. the contractor may not use the services provided by LIGAPRODUCTION within the scope of the order, in particular all ideas, drafts and designs, in the same or modified form for other clients. In the event of infringement, the contractor shall be obliged to pay a contractual penalty of € 50,000.00. If the damage to LIGAPRODUCTION exceeds this amount, the contractual penalty shall be increased to the value of the damage.

5. the contractor warrants that all services which LIGAPRODUCTION receives under this contract are not encumbered with copyrights, ancillary copyrights or other rights of third parties. Furthermore, the contractor warrants that LIGAPRODUCTION shall be granted the same comprehensive legal position as specified in Clause 1, even where third-party services are concerned. Should this not be possible in special cases, LIGAPRODUCTION must be informed of this in good time.

6. The above transfer of rights or warranty shall be compensated for with the contractual remuneration of the contractor.

7. LIGAPRODUCTION shall acquire the right to use the services within the agreed scope upon full payment of the remuneration. If LIGAPRODUCTION has a right of retention to parts of the contractor’s remuneration in accordance with § 6 Clause 3 and/or § 8 Clause 2, LIGAPRODUCTION shall acquire the right referred to in sentence 2 upon performance or acceptance of the service. The same shall apply if LIGAPRODUCTION has not received the final invoice within the meaning of § 6 Clause 2 within three weeks of performance of the service or execution of the order.

8. all designs, products, ideas and/or parts thereof presented by LIGAPRODUCTION and their execution are the intellectual property of LIGAPRODUCTION, for which LIGAPRODUCTION claims intellectual property rights. The presentation shall be made in strict confidence within the framework of the relationship of trust created by the initiation of the contract and/or the project collaboration with the contractual partner. Any direct and/or indirect use, exploitation and/or imitation of all the aforementioned services, ideas and/or parts thereof and their implementation or execution (including excerpts) shall in all cases only be permitted with the written consent of LIGAPRODUCTION. The same applies to any changes, modifications or adaptations.

1. LIGAPRODUCTION reserves the right to make order-specific arrangements regarding the neutral appearance of the contractor vis-à-vis LIGAPRODUCTION’s customers. This applies in particular to stipulations regarding logos and lettering on the contractor’s work clothing or that of his employees and vicarious agents.

2. the contractor shall be prohibited from communicating directly with LIGAPRODUCTION’s customers or their personnel in the course of the possible execution of the order. In such cases, all communication concerning the execution of the order shall take place exclusively between LIGAPRODUCTION and the contractor and/or between LIGAPRODUCTION and the client. Any professional cooperation between the client or its personnel and the contractor or its personnel in relation to the work to be carried out is also prohibited. This shall not affect agreements on the coordination of the work with the express consent of LIGAPRODUCTION.

3. the contractor must carry out the services assigned to him in his own company. It may only transfer services to subcontractors with the written consent of LIGAPRODUCTION. If the contractor does not perform services at its own premises without LIGAPRODUCTION’s consent, LIGAPRODUCTION may demand that the contractor performs the services at its own premises without delay. If the contractor fails to comply with this request without delay, LIGAPRODUCTION shall be entitled to terminate the relevant project-related contract for good cause.

4. the contractor undertakes to refrain from any competition with LIGAPRODUCTION and its affiliated companies during the term of the contract and for 12 months after its termination. This non-competition clause applies only to customers of LIGAPRODUCTION for whom the contractor has provided services within the 12 months prior to termination of this contract, but not to customers with whom the contractor already has business relations at the time of conclusion of the contract or acceptance of the order.

5. the contractor is furthermore prohibited from advertising to third parties in any way that could imply, directly or indirectly, that the contractor has been awarded the contract for the project to be carried out without the involvement of LIGAPRODUCTION. All references used by the contractor must state that the project is being or has been carried out on behalf of LIGAPRODUCTION. The exact wording of the reference must be agreed with LIGAPRODUCTION.

6. the contractual partner also undertakes to obtain prior written approval from LIGAPRODUCTION for the creation of photographic and film documentation of events or projects which are the subject of this agreement. In principle, the creation of image and film documents of events or projects within the meaning of sentence 1 is only permitted for company archiving purposes. The publication of the image, film and plan documents created for this purpose is generally prohibited. Exceptions to this rule must be approved in writing by LIGAPRODUCTION prior to publication.

7. deviations from the provisions of Clauses 2 to 4 shall require the express approval of LIGAPRODUCTION.

8. in the event of a breach of the conditions set out in clauses 1 to 6, the contractor shall be obliged to pay a contractual penalty of € 25,000.00. If the damage to LIGAPRODUCTION exceeds this amount, the contractual penalty shall be increased to the value of the damage.

Shipment shall be at the risk of the contractor.

Ownership shall pass directly to LIGAPRODUCTION when the goods or services are handed over. If the goods or services remain with the contractor after completion on behalf of LIGAPRODUCTION, this shall be deemed equivalent to handover.

1. the contractor shall be obliged to maintain confidentiality vis-à-vis third parties with regard to all details of which he becomes aware, for example concerning the organization, production or distribution of LIGAPRODUCTION and the companies associated with it or in a business relationship with it. This confidentiality obligation shall apply beyond the duration of the contract.

2. the contractor shall ensure that a corresponding confidentiality obligation is agreed with his employees and other vicarious agents as well as with third parties or external companies commissioned by him.

1. amendments or additions to these terms and conditions shall only be effective if they are agreed in writing.

2. the place of jurisdiction shall be the court having subject-matter and local jurisdiction for the registered office of LIGAPRODUCTION.

Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining clauses. The invalid clause shall be replaced by a valid clause that comes closest to the economic meaning of the invalid clause.