Area of application:
For deliveries and services provided by the company Invisible-Sound, the following business conditions and dispositions are valid. They are accepted by the customer by placing an order. Verbal agreements require their written confirmation by Invisible-Sound, in order to acquire binding force
Prices and offers:
All prices in an offer by Invisible-Sound are only valid if the order data on which the offer is based are taken over unchanged in the contract. The prices of Invisible-Sound do not contain value-added tax. The prices of Invisible-Sound are quoted ex works. They do not include packaging, freight, postage, insurance and other shipment costs. Every modification caused by the customer are on the account of the latter. Demos, samples, security copies and similar preliminary works and services induced by the customer are invoiced, even when there is no written order.
The payment is to be effected immediately upon receiving the invoice, and latest on the day of indicated due date. In principle, no discount is granted. In case of bigger orders or realized work, an appropriate advance payment can be required. Payments are to be effected only in the agreed manner. In case, upon the conclusion of contract, the company Invisible-Sound considers a risk that the settlement of the payment by the customer is compromised (debasement of financial situation), Invisible-Sound can require advance payments or cease further works. This right is reserved by Invisible-Sound also in case the customer is in arrears with the payment of services based on the same legal relation.
In case Invisible-Sound engages to provide the delivery, it realizes the same for the customer with the due diligence, but will not be responsible for premeditation and gross negligence. The risk will be assumed by the customer as soon as the shipment has been transferred to the person realizing the transport. Delivery dates will only be valid if they have been confirmed expressly in writing by Invisible-Sound. In case the company is in arrears, it has to be granted an appropriate respite. After such respite has passed unsuccessfully, the customer can withdraw itself from the contract.
Operational disorders – in the operation of Invisible-Sound as well as of its sub-suppliers – especially strike, lockout and all other cases of force majeure – do not give the right to put an end to the contractual relationship. The company Invisible-Sound holds a right of retention of recordings, demos, sound carriers and other objects delivered by the customer, according to § 369 HGB up to the complete fulfillment of all due claims resulting from the business relation.
The property of the delivered goods will only pass over to the buyer once all claims of the seller towards the buyer have been fulfilled. Up to that moment, the seller is subject to an act of disposal with regard to the goods that have become object of the contract. In case third parties are taking hold (garnishment, right of retention, or similar), the buyer is entitled to emphasize the fact that the products are subject to title retention by the seller. The seller has the right to take back the conditional products at his expenses, in case of buyer’s behaviour contrary to the contract. According to § 13 par. 3 Consumer Credit Act, this is always considered as desistment from the contract.
The ordering party has to check in any case the delivered goods as well as preliminary or provisional products sent for correction purposes. The risk of eventual defects passes over with the acceptance to the customer, unless these are defects that have only been generated or have been able to be recognized in the production process subsequent to the acceptance declaration. Same thing is valid for all other release declarations of the ordering party. In case of justified complaints, the company Invisible-Sound is liable to provide remedy and / or replacement delivery, at its choice, to the exclusion of other claims, up to the amount of the order value, except in case a warranted property is missing, or the company Invisible-Sound or its vicarious agents are guilty of premeditation or gross negligence. Same thing is valid in case of a justified request of providing remedy or replacement delivery. Defects of a part of the delivered goods do not entitle to object to the entire delivery. The company Invisible-Sound has no obligation of revision in case of supplies (also sound carriers) by the ordering party or a third party employed by the same.
The company Invisible-Sound will be liable in principle only in case it has caused damages through acts of premeditation or gross negligence. The liability is limited to correction of defects free of cost and free replacement of the recording or service object of the contract. Exceeding claims, as e.g. reimbursement of downtime or unmaterialized deals and other indirect damages are explicitly excluded.
Copyrights and exploitation rights:
The copyrights remain entirely with the company Invisible-Sound and the involved composers, unless these rights are explicitly transferred partially or completely in a separate contract. This is especially valid for the aspects of overall arrangement, concept, artistic realization and recording and the design respectively. Hereby, the ordering party confirms to the company invisible-Sound , that all sound and video recordings, samples, pictures, graphics and texts have been examined with regard to liabilities of copyright, that the necessary approvals have been given and that eventually due license fees are being paid by the ordering party.
Sound and video recordings, samples, pictures, graphics, texts etc. not approved by the author may not be used for a production. The ordering party commits itself to communicate to Invisible- Sound non-approved works, in order to have them deleted from the production. With the complete payment, the ordering party acquires a non-transferrable exploitation right to the product of the company Invisible-Sound, unless a transferrable exploitation right is being regulated in a separate transfer contract. Invisible-Sound reserves itself the right to promote the product in the usual media, and respectively to name the contracting partner as a reference. This can be realized through illustrations as well as working samples of the product.
Place of fulfillment, legal venue, validity:
Place of fulfillment and legal venue are the contractor’s domicile, in case the ordering party is registered trader in the sense of the commercial code (HGB) or does not have a general domestic venue, for all litigations resulting from the contractual relation, including actions filed under summary proceedings based on checks, bills of exchange and deeds. The contractual relation is subject to German legislation. Uniform Law on the International Sale of Goods (CISG) is excluded. The eventual lack of validity of one or various clauses will not affect the validity of the remaining clauses.