The following
"General Terms and Conditions" shall apply to all contracts closed between the customer (hereinafter referred to as "Customer") and Agentur H. Schmidt GmbH (hereinafter referred to as "Contractor"), to all orders placed by Customer with or executed by Contractor, to all services rendered by Contractor, as well as to all services brokered by Contractor.
By placing the order with Contractor, Customer acknowledges these General Terms and Conditions.

Unless expressly approved by Contractor in writing, any diverging agreement, in particular inconsistent terms and conditions of Customer, shall not be binding upon Contractor, even if Contractor does not expressly contradict them when closing the contract and/or confirming the order.

  1. Contractor's offers shall not be binding until conclusion of the contract. Contractor reserves the right to take any occurring changes into consideration and to modify and adjust the scope of services to any new requirement. This shall apply even to the time after the order has been placed, to the extent deemed necessary by Contractor. Contractor shall be free to select its subcontractors.

  2. Contractor shall render the ordered services with utmost conscientiousness and care. However, Contractor shall only be liable in case of wilful misconduct or gross negligence. This shall apply to both management and foreign trade consulting services and to any other kind of services brokered and/or rendered by Contractor. Contractor's liability for property and/or consequential losses of any kind, too, shall be limited to the cases of wilful misconduct and gross negligence.

  3. Contractor's invoices shall be payable within 10 days from the date of the invoice without any deduction. In the case of default in payment, Contractor shall be entitled to charge interest at the rate of at least 3 percentage points p. a. above the respectively applicable base rate of the European Central Bank. If Customer is in default in payment and/or violates a cooperation maxim agreed between Customer and Contractor, the entire remaining debt of Customer shall fall due immediately. In case of unwillingness to pay and/or insolvency of Customer, an amount of products and/or sale proceeds of Customer corresponding to its outstanding debt shall be deemed assigned to Contractor as coverage for such outstanding amounts. Upon request, Customer shall notify Contractor in writing without delay to whom and when Customer sold such products, know-how and/or other services in the amount of its outstanding debt to Contractor, as well as the amounts of the claims resulting from such sale. Without Customer's consent being necessary, Contractor shall be entitled to notify such assignment of claims to the customers / clients of Customer and to collect the claims in order to cover the outstanding amounts.

  4. Contractor shall be entitled to refuse to hand over the results of its work and the documents of Customer until settlement of Contractor's fees and other invoices and incurred expenses.

    This shall not apply to the extent that such retention would be against good faith in certain circumstances, e.g. in case of disproportionate disadvantages to Customer or relative insignificance of the due amounts. Customer shall be entitled to retain a reasonable portion of the fee if it has claimed defects in due time and form. Customer shall only be entitled to set off its own claims, if any, against Contractor's claim for payment of invoiced fees if Customer's claims are undisputed or final and conclusive.

  5. Customer shall pay all taxes, customs duties, security deposits and/or other duties directly to the respective authorities / government agencies. Customer shall also be responsible for furnishing any required guarantee to third parties.

  6. Customer shall be responsible for taking out any required insurance policy and for settling any damaging event with the insurance company. Contractor shall be released from any liability within the framework of rendering its services.

  7. The scope of the services of Contractor shall be exclusively subject to the provisions of the closed contract or the placed and accepted order. The services shall be rendered in a professional and workmanlike manner. Customer shall be obligated to cooperate to the extent required for proper execution of the order. In particular, Customer shall provide Contractor, without request, with all documents which are necessary for the execution of the order so timely as to leave Contractor a reasonable time for processing. Furthermore, Customer shall provide the required documents to Contractor in a professional and complete manner.

    The same shall apply to all events and circumstances which may be relevant with respect to execution of the order.

  8. Contractor shall not be liable for the consequences resulting from any failure of Customer to comply with its obligations under above number 7; in such a case Contractor shall be entitled to defend its interests and to claim refund of any incurred costs and/or other expenses and fees.

  9. If Customer fails to comply with any cooperation duty mentioned to or incumbent upon him or if Customer is in default of accepting the services offered by Contractor, Contractor shall be entitled to set a reasonable period of grace with the statement that it will refuse to continue performance of the contract after expiry of the period of grace. After expiry of the period, Contractor shall be entitled to terminate the contract without notice. Thereby, Contractor's right to claim compensation of the additional costs incurred as a result of Customer's default in payment or failure to comply with its cooperation duties as well as of any incurred loss shall remain unaffected, even if Contractor does not exercise its right of termination.

  10. Customer shall refrain from doing anything that could impair Contractor's independence and/or the independence of its servants, as well as any activities and/or actions which could impact on or negatively affect performance of the agreed tasks.

  11. Customer's disclosure of the results of Contractor's work shall be subject to Contractor's written consent, unless the contract provides for Contractor's consent to disclosing such results to specified third parties.

  12. Contractor shall assume correctness of the information, facts and documents provided by Customer and shall base processing of the order on such information, facts, and documents. Checking correctness, completeness and appropriateness of such information, facts and documents shall not be Contractor's responsibility, unless agreed otherwise in the contract in writing.

  13. Contractor shall be entitled to involve its staff members, expert third parties, sub-contractors as well as data processing companies in the performance of the contract.

  14. In foreign trade matters, Customer shall be responsible for strict compliance with the provisions of German Foreign Trade Law (AWG), Foreign Trade Ordinance (AWV) as well as the German Law on War Arms Control (KWKG). Customer shall be responsible for obtaining any required approvals and permits. Contractor shall not be liable for any consequence which may result from Customer's failure to comply with this obligation.

  15. After placement of the order, any instruction given by Customer to Contractor's personnel which diverges from the agreed kind of performance and scope of the contract shall be subject to Contractor's approval. The same shall apply to sub-contractors, if any, who are involved in such performance.

  16. In case of unforeseeable disturbances, influences or other events affecting Contractor itself or its sub-contractors, for which Contractor is not responsible, Contractor shall be entitled to rescind the contract in whole or in part, without Customer being entitled to any recourse claim against Contractor.

  17. Should Contractor be in default of performance, Customer, after expiry of a reasonable period of grace set to Contractor, shall be entitled to rescind the contract. This shall not create any liability for Contractor.

  18. Contractor shall not be responsible for events of Force Majeure, including any events which unforeseeably hinder, negatively affect or make proper processing and/or execution of the agreed tasks impossible. Contractor's obligation to perform shall be deemed suspended, however not cancelled, during the period in which the state of Force Majeure continues to prevail or during the period of postponement of performance resulting therefrom. As soon as the causes of the impairment are removed, performance of the contract shall be continued under the premise of new scheduling.

  19. Complaints must be notified to Contractor in writing without delay. If Customer fails to comply with its obligation of immediate complaining, Contractor shall be released from its warranty duties. To the extent that a complaint of Customer is justified, Contractor shall have the right to rectify the defect within a reasonable post-performance period, as far as Contractor wishes to exercise this right and as far as rectification of the defect is possible. If rectification of the defect is not possible or only possible at unreasonably high costs, Contractor shall be released from its obligation to post-performance and shall be liable to Customer as well as to other third parties up to the amount of the fee Contractor is entitled to claim, at the most; any further-going warranty claims and/or further-going liability for losses, costs, and consequential losses of Customer and third parties shall be excluded.

  20. The warranty period shall be 6 months and, in the case of services rendered by Contractor itself, shall begin upon completion of performance of the respective delimitable part of the contract and shall end upon achievement of the warranted features of contract performance, in any case 7 (seven) months after completion of contract performance, at the latest, in case of performance by sub-contractors in accordance with their general terms and conditions. In case of brokerage of services, Customer's warranty claims shall be subject to the general terms and conditions of the respectively assigned/brokered sub-contractors.

  21. The sub-contractors assigned and/or brokered by Contractor for performance of the scope of services will be selected carefully. However, Contractor's liability for such selection shall be limited to the cases of wilful misconduct and gross negligence.  Contractor does not assume any liability for the activity of such sub-contractors. In such a case, Customer shall assert its claims directly to the sub-contractors, without involving Contractor. The general terms and conditions of the respective sub-contractors shall apply exclusively. Upon placement of the order with Contractor, it shall be deemed agreed between Customer and Contractor that any further-going liability of Contractor shall be definitely excluded.

  22. Customer shall keep occurrences and events of any kind strictly confidential and shall not disclose them to third parties.

  23. The contract shall end by virtue of performance of the agreed services, or expiry of the agreed term or termination. The contract shall not end with the death or incapacity of Customer or, if Customer is a company, by its dissolution.

  24. Unless agreed otherwise in the contract, a contract entered into for an indefinite period of time may be terminated by either party with three months' notice to be effective at the end of a calendar quarter. The notice of termination must be in writing. Section 627 of the German Civil Code (BGB) shall not apply.

  25. Either party to the contract shall be entitled to terminate the contract for an important reason (cause) without notice, if facts emerge which, taking all circumstances of the individual case into account and considering the interests of both parties, are such that the terminating party cannot be reasonably expected to continue execution of the contract until expiry of the period of notice or the agreed expiry of the contract. The termination must be notified in writing within two (2) weeks, thereby indicating the reasons.

  26. In case of termination of the contract by Contractor, Contractor shall in any case carry out those tasks which cannot be delayed and whose processing can be reasonably expected in order to help Customer avoid processing losses.

  27. Contractor shall return any and all items received from Customer for the purposes of execution of the order as well as all items obtained within the framework of performing the services. Furthermore, Contractor shall provide Customer with any required information and, if requested, report on the status of the currently outstanding contracts, as far as this is not opposed to Contractor's interest of protection of its own know-how.

  28. If the contract ends before its full execution, Contractor shall receive a pro-rata remuneration corresponding to the work carried out until actual end of the contract. If the contract is terminated prematurely for reasons for which Customer is responsible, Contractor shall have the right to claim a remuneration amounting to 50 percent of the fee agreed for the performance of the whole contract. In such a case, however, either party shall be entitled to evidence that Contractor's actual loss as a result of such premature termination is lower or higher.

  29. Contractor shall keep the contract files for a period of seven years from the end of the contract. However, this obligation shall lapse before the end of such period if Contractor requested Customer in writing to take back the contract files, and Customer has not complied with such request within six months from its notification.

  30. At the latest after the end of the contract, however, Contractor shall hand over the contract files to Customer upon request within a reasonable time-limit. Contractor shall be entitled to make and keep copies from such returned documents.

  31. Contract files within the meaning of this provision shall include all documents which Contractor received from Customer or on behalf of Customer within the framework of Contractor's professional activity. However, this shall not apply to the correspondence between Contractor and Customer and to the documents already handed over to Customer in their original or copy, as well as to working papers prepared for internal purposes.

  32. Any and all contracts between Customer and Contractor as well as any and all services rendered by Contractor and any claims resulting therefrom shall be governed by the laws of the Federal Republic of Germany.

  33. The place of performance and jurisdiction shall be Munich – also for actions regarding dishonoured cheques and bills.

  34. Should individual provisions of these General Terms and Conditions be or become ineffective, the effectiveness of the other provisions shall not be affected therefrom. In such a case, the ineffective provision shall be replaced by an effective one which matches the intended objective as closely as possible.

  35. Amendments to these General Terms and Conditions shall only be valid if made in writing.