General Terms and Conditions of Business
GO Research GmbH
Niddastr. 98â€“102 | Merkur-Haus | 60329 Frankfurt/Main | Germany
Tel. +49 (0)69 242625-0 | Fax +49 (0)69 242625-23
email@example.com | www.go-research.de
HRB 33033 Amtsgericht Frankfurt am Main | Tax no. DE 114 157 893
Â§ 1 General
GO Research GmbH Institut fuer Marktforschung (hereinafter called GO) renders consulting goods and services in compliance with the recognised professional rules of market and social research (ESOMAR, EphMRA, PBIRG).
Â§ 2 Scope of validity
These terms and conditions apply to all the goods and services rendered by GO. The client accepts the following terms and conditions on awarding GO a commission. Client terms and conditions contrary to same or the provisions that follow only apply to any such commission if expressly agreed to in advance by GO in writing.
Â§ 3 Offers
GO will always make an offer to a prospective client in the form of a written proposal that details the goods and services they are to contractually render, the length of time such rendering will take and the payment due for same.
Said proposal is sent the prospective client solely as an aid to deciding on awarding a commission to render the proposed goods and services. Proposal content may only be publicised or passed on to third parties either in whole or in part with the express prior written permission of GO. This applies to the details of fees/payment/s and particularly to the methodology and format of any goods and/or services proposed.
Â§ 4 Prices
The fee mentioned in the offer covers all the goods and services to be rendered by GO in connection with the commission unless otherwise agreed.
Fee calculation is based on the prices of the last offer drafted in text form before the commission was awarded.
All prices are given without VAT unless otherwise agreed and same must be added in all relevant cases.
Additional costs for which GO cannot be held liable and those that could not be reasonably foreseen despite exercising all due care and attention may be separately invoiced by GO provided they are objectively justifiable, clearly recognisable to the client and adequately specified. This applies even if the client cannot be held liable for any such costs.
Â§ 5 Commission award
Commissions awarded in writing or via electronic media (e-mail) are binding on the client. Contracts are made by commission confirmation in writing or in text form. Changes to the scope of a commission after contract has been made predicate express agreement between the parties in text form.
Â§ 6 Delivery, delivery dates, delayed acceptance
The deadlines given in the offer apply to the rendering either in whole or in part of results. If delivery periods have been agreed then same are extended appropriately by the time needed for the client to hand over to GO all the information and documents necessary to the latterâ€˜s contractual performance.
If research results are not handed over punctually for reasons for which GO cannot be held liable then the client must set an appropriate period of grace for same with notice of rejection if it is not adhered to. On expiry of said period of grace the client may withdraw from the contract to the extent to which the contract has not been performed. If the client proves that they no longer have any interest even in the contractual part performance already rendered then their right of withdrawal also extends to that part or parts.
There is no right to serve notice of withdrawal from the contract if GO does not render punctual performance for any reason/s for which they cannot be held liable. GO cannot be held liable for any delay/s to contract performance due to any requirement/s and/or conditions imposed by any responsible authority over which GO has no influence (e.g. current trading partner limitations/restrictions, industrial action). The beginning and end of any such hindrance/s are to be advised the client as soon as possible.
Â§ 7 Terms and Conditions of Payment
The agreed fee/s finance/s contractual performance of the part/s for which they are paid. Half the agreed amount is therefore due and payable on commission award and the other half on completion of contractual performance.
GO hence has a right to withhold any contractual goods and/or services already rendered until the client has paid the fee/s due and payable on awarding the commission.
Deviant provisions on this subject may be agreed if same appear appropriate to the approach employed in rendering the contractual goods and/or services or the total amount due and payable for the commission.
Unless otherwise agreed payment is due within 14 days of receipt of the relevant invoice.
Should part invoice payment/s be overdue then invoices not yet due and payable by the same client become due and payable.
Payment is considered rendered when GO has the amount in question at their disposal.
In the event of arrears of payment GO is entitled to apply interest of 8 % over the currently applicable base rate to same.
Bills of exchange, cheques and direct debit authorisations will only be accepted by prior arrangement and as a service and are only then considered payment when irrevocably accepted as such. Discount and bank charges will be paid by the orderor. GO accepts no liability whatsoever for punctual submission.
The client may only set off GO payment claims that are due and payable against their own claims that are either undisputed or res judicata.
Â§ 8 Exclusivity, confidentiality
Contract performance goods and services are exclusive to the client and only for their sole use.
GO has a duty to handle all information given them by the client as strictly confidential and use same only to render contract performance.
GO cannot grant exclusivity in certain product fields and/or items surveyed/researched on or the methods used in same unless this is specifically agreed. If exclusivity is agreed then its duration and any additional fee/s due and payable for same must be agreed separately.
Â§ 9 Data storage
GO undertakes to store market research documents for six months and data carriers for one year from delivery of their contractually rendered goods and/or services unless otherwise specifically agreed.
Â§ 10 Copyright
GO retains all copyright in law.
The study/research design/methodology used to arrive at the results of same in particular remain their intellectual property and may only be passed on to third parties or made accessible to them with GOâ€˜s prior permission.
Said results are freely usable by the client alone unless otherwise agreed in writing.
If the client wishes to cite said results in whole or in part then they must make all such citations recognisable as such and name GO as the author.
Â§ 11 Guarantee and liability
GO guarantees proper performance and evaluation of the commission.
Defect claims must be advised by the client to GO without delay but within three working days of receipt of the final results in writing, giving full details. After expiry of this period without any such claim contract performance is considered defect-free.
If same are culpably defective then the client must first set GO an appropriate period of grace to remedy the defect/s. If this expires fruitlessly or GO be late in remedying matters then the client may demand suitable reduction of the fee/s due and payable or contract rescission. The residual defect/s in any part/s of the contractual goods and/or services rendered only entitle the client to withdraw from the entire contract if they can prove that they no longer have any interest in the defect-free part/s of said performance.
Withdrawal from the contract is excluded if the breach/es of contractual obligation/s is/are minor.
GO only accepts liability before or after the contract between the parties was made and/or in association with it or under its provisions in the event of gross negligence or deliberate act on their part or that of their staff regardless of the legal reason for any such claim (e.g. non-fulfilment, impossibility, delay, positive contractual breach, illegal act).
Liability is restricted to damage typically reasonably foreseeable by GO on making contract and to the scope of such damage usual in comparable cases.
GO does not accept liability for consequential damages of any kind suffered by the client in association with the contractual goods and/or services rendered by GO.
GO only accepts liability for simple negligence in the scope aforementioned if same breaches any major contractual obligation/s.
The client is liable regardless of culpability for all direct and indirect damage suffered by GO or third parties due to the use of any goods and/or services made available by the client.
The client indemnifies GO against all claims against them due to the client having negligently or deliberately made illegal use of the goods and/or services contractually rendered by GO hereunder (e. g. illegal or false advertising utilising same). Interim and/or preliminary results may only be utilised with GOâ€˜s specific prior written agreement.
Â§ 12 Product test liability
GO cannot accept any liability for the consequences of delayed delivery and/or loss and/or damage of test material insofar if same is due to circumstances that are
outside the professional scope of the institute, especially those in the clientâ€˜s such scope not culpably caused by GO, are due to force majeure, governmental interference, industrial action
within said scope but for which GO cannot be made liable, especially when their operations are hindered due to force majeure, governmental interference, theft or industrial action.
The following terms and conditions apply to product tests.
The client indemnifies GO against all claims asserted against the institute or its staff for damage caused by any product/s to be tested.
The client is responsible for all the required chemical, medical, pharmaceutical or other tests of, research on or analyses of the test products having been performed. They are responsible for the product being suitable for all testing envisaged and that no check (see above) needed and performed has revealed any indication that the product can cause any damage.
The client is responsible for all legally prescribed information and that needed for using the product is available to GO so that the latter can pass same on to the test participants.
In all other respects the provisions of the German Product Liability Act apply.
Â§ 13 Cancelling commissions
If any commission is cancelled or notice of termination of it be served by the client before GO has rendered their contractual goods and/or services without GO being liable for the reason for same then the latter are entitled to at least 20 % of the total fee/s due and payable.
Â§ 14 Withdrawal and compensation for commissions not carried out
GO may withdraw from the contract if the client ceases all payment, insolvency or conciliation proceedings are opened against them, opening insolvency proceedings against them is rejected for lack of funds, any of their bills of exchange or cheques are protested against or there be any other concrete indication of their financial situation having worsened.
If GO withdraw from the contract or the contract not be performed for reasons for which the client is liable then the client must recompense GO for the expenses they incurred and for lost profits in the form of a lump-sum equal to 20 % of the total fee amount due and payable.
Should actual expenses incurred and the value of the goods and/or services rendered by GO exceed 20 % of the total fees due and payable then GO may claim the higher amount.
The lump sum compensation due and payable is reduced by the value of expenses incurred and/or performance rendered that the client proves do/does not apply.
Â§ 15 Place of judicature and of performance
Place of judicature and of performance for all claims hereunder or in association with this agreement is Frankfurt on Main, Germany.
Â§ 16 Additional provisions
Should any provision be or become null and void for any reason whatsoever this shall not affect the validity of the remainder.
Any such null and void provision will be replaced by a legally valid provision that comes as close to the partiesâ€˜ original financial intent as feasible.