General Terms and Conditions: Trade Services
§ 1 Scope of Application
1.1 The following general terms and conditions (hereinafter referred to as “GTC”) apply to all legal transactions with regard to the trade advisory services. In particular, they regulate the legal relations for services or activities in the areas of business consulting, trade agency, procurement and sourcing, analysis and development, management, sales representation, sales and distribution, advertisement and trade marketing between
Arvigor Trading & Co. GmbH
Glinkastr. 32, 10117 Berlin
Federal Republic of Germany
(hereinafter referred to as “agent”)
and its principals to the extent that contractual agreements between the principal and the agent (hereinafter referred to as the “contract”) or statutory provisions do not provide otherwise. Principals within the meaning of these GTC are enterprises.
1.2 The GTC apply to all future contractual relationships between the principal and the agent unless these GTC are waived in the contract. The valid version of the GTC at the time of the contractual conclusion by both parties shall be conclusive.
1.3 If deviations or additions to these GTC exist in the contract, then the contract shall replace the corresponding parts of the GTC.
1.4 The general terms and conditions provided by the principal, which deviate from or contradict these GTC of the agent, are ineffective unless their validity is explicitly recognized by the agent in text form.
§ 2 Purpose, Scope and Fulfillment of Contract
2.1 The individual purpose and scope of the contract are determined in the contract and in the contractual confirmation by the principal.
2.2 The agent vows to fulfill all services and to perform all activities in accordance with the contract on the agent’s own responsibility and discretion, autonomously, conscientiously, with utmost care and always in accordance with the individual requirements of the principal.
2.3 The agent is authorized to have services or activities carried out by third parties in whole or in part during the fulfillment of the contract.
2.4 The agent is responsible to ensure that third parties involved in the fulfillment of services act in accordance with these GTC and, if applicable, according to the provisions of the contract.
§ 3 Obligation of Cooperation
3.1 For the fulfillment of the contract, the principal is obliged to provide the agent with all necessary information and documents on time. The principal has to ensure the factual accuracy and completeness of all information and documents provided.
3.2 The principal is obliged to inform the agent about all events and circumstances that are relevant to the fulfillment of the contract. This also applies to all events and circumstances that become known only during the contract term.
§ 4 Intellectual Property
4.1 The usage license provided to the principal during and after the end of the contractual relationship between the principal and the agent for the intellectual property and results created during the contractual relationship is limited to the purposes contained in the contract. In this respect, the principal has no copyright to reproduce, distribute or exploit the intellectual property and results created for purposes other than those defined in the contract without the explicit consent by the agent.
4.2 The exclusive rights of use and exploitation for the intellectual property and results created during the contractual relationship can be transferred to the principal for a fixed fee.
§ 5 Warranty
5.1 The agent is obliged to rectify any inaccuracies or defects in the delivered works or results immediately upon acknowledgement.
5.2 The principal is obliged to inform the agent immediately about any inaccuracies or defects upon acknowledgement.
5.3 The agent will carry out all duties to fulfill the contract to the best of the agent’s knowledge and belief. There is no warranty provided by the agent that the principal will achieve specific results through the fulfillment of the agreed service.
§ 6 Liability
6.1 The agent shall be liable to the principal for damages with regard to the service contract law and works contract law insofar as the damage is based on intent or gross negligence. This liability extends accordingly to the services and activities carried out in whole or in part by third parties on behalf of the agent in fulfillment of the contract insofar as there is no direct contractual relationship between the third party and the principal.
6.2 Claims for damages by the principal can be asserted within three years after the event that may give rise to any claim in accordance with the regular limitation period. Deviations or further limitation periods are regulated by law.
§ 7 Confidentiality
7.1 The agent is responsible to keep all matters disclosed by the principal in the course of the agent’s activities as well as all information provided by the principal during and after the end of the contract as confidential, unless the principal releases the agent from the duty of confidentiality. This duty of confidentiality extends to third parties assigned by the agent during the fulfillment of the services.
7.2 The agent is responsible to properly store all documents and files provided by the principal and the principal’s business partners for the contractual fulfillment of the services, or any other documents and files of the principal and the principal’s business partners in the agent’s possession as well as all other documents and files which affect the principal or the principal’s business partners in accordance with the data protection acts, in particular, to ensure that unauthorized third parties neither access them nor receive copies thereof. The agent is not permitted to make copies or duplicates of any documents or files related to the principal and the principal’s business partners for private or purposes other than those defined in the contract.
7.3 The agent is authorized to process the personal data entrusted to the agent only within the scope and purpose of the contract and with utmost care. The same applies to personal data processed by third parties on behalf of the agent.
§ 8 Fee
8.1 The fee amount is specified in the contractual agreements between the principal and the agent.
8.2 The fee is due upon fulfillment of the services. The agent is entitled to submit interim invoices in accordance with the progress toward the fulfillment of the services. Deviations from this clause are contained in the contract.
8.3 The agent and the principal agree that invoices can also be sent in electronic form.
§ 9 Return of Documents
All documents received by the agent with regard to the fulfillment of the services will be returned to the principal immediately upon the end of the contract.
§ 10 Contract Term
10.1 The contract ends in general by fulfillment of the contractually agreed services, by expiry of the contractually agreed period or by termination thereof.
10.2 The contract may be properly terminated in text form by both parties in compliance with the contractually agreed notice period. The right to extraordinary termination remains unaffected.
10.3 In the event of contract termination by the principal, the agent is entitled to a part of the fee, which corresponds to the services rendered up to the time of termination.
§ 11 Competition
The agent may also work for other principals without the requirement of approval by its current principal. This also applies to work regarding a competitor of the principal.
§ 12 Final Provisions
12.1 Any modifications or amendments to these GTC must be made in writing. This also applies to the amendment or repeal of this clause.
12.2 The agent is entitled to adjust the GTC during the contract period. Taking into account the individual contract period, changes are announced to the principal at least a week in advance. If the principal does not object to the changes of the GTC and does not terminate the contract within the regular notice period in accordance with the contract, the changes of the GTC become effective on the date of change and shall then be deemed as accepted by both parties.
12.3 Should any provisions of these GTC be or become invalid or unenforceable, the validity of the contract shall remain unaffected.
12.4 For these GTC, the law of the Federal Republic of Germany applies. Place of jurisdiction for all claims under these GTC is Berlin, Germany.
Last update: 13 November 2017
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