IMPRESSUM
Ziren Music
Nick Nowottny
Am Sood 1
22765 Hamburg
Ziren Music – General Terms and Conditions (as of January 2025)
I. Definitions, Scope of Application, Order Placement
1. The terms “order” and “contractor” are to be understood in a commercial sense. “Order” refers to the contractual relationship regardless of its specific type, while “contractor” refers to the party responsible for the primary service. Ziren Music GbR is referred to as the “client.” “Customers” are persons who are the contractual partners of the client and who ultimately benefit from the goods and services provided by the contractor.
2. These conditions apply to all declarations of intent, contracts, and legal or similar transactions of the client and the customer with the contractor, regardless of whether the client concludes the contract in its own name and for its own account, in its own name but for another’s account, or in another’s name and for another’s account.
3. Any terms and conditions of the contractor that deviate from these conditions are not applicable. Any counter-confirmations by the contractor referring to their own terms and conditions are expressly rejected and do not become part of any agreement unless expressly confirmed in writing by the client.
4. Oral orders, order confirmations, order amendments, or other agreements must be repeated in writing for evidentiary purposes.
II. Deadlines, Delivery Times, Place of Performance
1. Agreed deadlines and delivery times are binding. The contractor must immediately inform the client of any foreseeable delivery delays.
2. The delivery must be sent by the contractor to the specified delivery address, which constitutes the place of performance, at their own cost and risk.
3. If the contractor is in default, the client has the right to demand a contractual penalty of 0.1% of the net order value for each working day of delay. If the delay concerns only a separable part of the service that does not affect the usability of the already delivered portion, the penalty is calculated only based on that part of the delivery. The contractual penalty is capped at 5% of the net order value. The contractor is permitted to demonstrate that no damage or only lesser damage occurred due to the delay. Additional legal rights, such as rescission and damages, remain reserved for the client. The contractual penalty is offset against any claims for damages. The client may assert the penalty until the final settlement, even if they did not explicitly reserve the right to do so upon acceptance of the performance.
III. Scope of Order
1. The quantity of services specified in the order is binding. Additional quantities, even if production-related, are not compensated. Drafts, especially for alternative solutions, are part of the delivery scope.
2. The client is entitled to request changes to the delivered items in design and execution even after the conclusion of the contract, provided this is reasonable for the contractor. Any resulting adjustments to costs or delivery dates must be mutually agreed upon. If no agreement is reached within a reasonable time, the client will decide at their equitable discretion, subject to judicial review.
IV. Liability
1. The contractor’s liability is determined by statutory provisions.
2. The client and their agents are liable for slight negligence only in cases where a material contractual obligation (cardinal obligation, i.e., an obligation whose fulfillment is essential for the proper performance of the contract and upon which the other party regularly relies) is breached, or in cases of delay or impossibility. In cases of slight negligence, liability is limited to foreseeable or typical damages. The aforementioned limitations of liability do not apply in cases of guaranteed properties, fraudulent intent, harm to life, body, or health, legal defects, or liability under the Product Liability Act.
3. The contractor cannot claim damages as a result of rescission due to innocent errors, printing mistakes, or transmission errors entitling the client to rescind.
V. Acceptance, Defects, Warranty
1. Deliveries related to the design or production of advertising materials, music, or sound design must meet the given task, comply with the provided templates and instructions, adhere to the latest technological standards, and meet relevant legal requirements. They must reflect the technical, promotional, and artistic standards of samples previously submitted by the contractor. It is also the contractor’s duty to inform the client of any apparent legal concerns regarding planned advertising measures.
2. If a specific result is owed under the contract (e.g., advertising material or design), the client is obligated to accept it. Acceptance is deemed to have occurred if it is neither declared nor refused within two weeks after the contractor has provided the work for acceptance and pointed out this consequence.
3. Complaints about defects are timely if made within 10 working days of discovering the defect during the client’s regular business operations; this also applies to obvious defects. Payment does not imply a waiver of the right to make complaints.
4. The client retains full statutory warranty rights. The choice of the type of supplementary performance rests with the client, even in cases of a work contract. § 439 of the German Civil Code (BGB) applies accordingly.
5. A supplementary performance is deemed failed after an unsuccessful first attempt.
6. After the unsuccessful expiration of a period set for supplementary performance, the client may remedy the defect themselves and claim reimbursement of necessary expenses unless the contractor rightfully refuses supplementary performance. The legal provision on self-remedy in work contracts (§ 637 BGB) applies accordingly to purchase contracts.
VI. Invoice, Price, Payment Terms, Retention Rights, Offsetting
1. The invoice must be sent immediately after delivery to the client.
2. The agreed price is binding and includes all taxes, costs, and fees incurred by the contractor (e.g., for transport, packaging, artist social insurance, customs).
3. Fees for presentations, negotiations, or drafting proposals and projects are not compensated unless otherwise agreed.
4. Payments are made within 14 days of receiving the invoice with a 3% discount or within 30 days without deduction unless other terms are agreed upon.
5. In the event of payment default, the client is only required to pay interest at 3% above the applicable base interest rate.
6. The contractor may exercise a right of retention only if their counterclaim arises from the same contractual relationship. Offsetting against the client’s claims is excluded unless the offset claims are acknowledged in writing or legally established.
VII. Copyright/Usage and Performance Rights
(Details regarding transfer of rights, usage conditions, subcontracts, etc., follow here. For brevity, I can elaborate further upon request.)
VIII. Retention of Ownership, Confidentiality, and Security Obligations
(Details regarding ownership, data security, and confidentiality requirements.)
IX. Final Provisions
1. The place of jurisdiction for any disputes between the client and contractor is the client’s registered office.
2. German law applies exclusively, excluding international private law.