General terms and conditions
Terms and Conditions of Sale and Delivery of Christian Maier GmbH & Co. KG (= Seller)
1. General – oral ancillary agreements – offers
1.1. Our deliveries and services (hereinafter referred to as “service(s”) shall be governed exclusively by our following General Terms and Conditions (hereinafter referred to as “terms and conditions”). We do not recognize your conflicting or deviating terms and conditions or such terms and conditions that are not specified in these terms and conditions unless we have expressly agreed to their validity in writing. This shall also apply if we carry out the deliveries and services without reservation in the knowledge of conflicting or deviating terms and conditions or terms and conditions not specified in our terms and conditions, or if you refer to the validity of your terms and conditions in your inquiry, in your order, or otherwise in connection with the execution of the contract.
1.2. Our terms and conditions apply only to an entrepreneur within the meaning of § 14 BGB.
1.3. Our sales staff is not authorized to make verbal side agreements.
1.4. Unless expressly agreed otherwise, our service and price offers are subject to change. The order shall only become binding for us if it has been confirmed by us in writing or conclusively accepted by performance or issuance of an invoice.
1.5. All contracts with you are concluded subject to the condition precedent that any export licenses that may be required are granted or that no other obstacles arise due to export or shipment regulations to be observed by us as exporter/shipper or by one of our suppliers.
1.6. Unless expressly agreed otherwise, illustrations, drawings, calculations, and other product-, application- or project-related documents containing valuable know-how or valuable information shall remain our property and shall be subject to our copyright, even if we provide them to you; they may not be reproduced or made accessible to third parties without our prior written consent.
1.7. The prices stated in our offer / order confirmation are based on the calculation existing at the time of submission of the offer / order confirmation. If a significant change in raw material prices – at least 10% – occurs three months after conclusion of the contract, we shall be entitled to increase the agreed prices by the proportionate additional expense. The buyer will receive notice of this.
2. Delivery – delivery period – extension of delivery periods – partial performance
2.1. Unless expressly agreed otherwise, the agreed times for performance are generally not fixed dates (§ 323 (2) No. 2 of the German Civil Code (BGB), § 376 of the German Commercial Code (HGB)).
2.2. The performance period shall not commence until all details have been clarified and both contracting parties have agreed on all terms and conditions of the transaction. Requirements for meeting performance deadlines are:
– All documents to be supplied by you will be received by us in time.
– All permits and approvals to be obtained by you have been obtained in a timely manner.
– Your contractual obligations, in particular your payment obligations, will be fulfilled in full and on time.
2.3. Unless expressly agreed otherwise, the delivery period shall be deemed to have been met if the operational consignment has left the factory within the agreed delivery period.
2.4. Our delivery obligations are subject to correct and timely self-delivery, unless we are responsible for the incorrect or delayed self-delivery.
2.5. The performance period shall be extended appropriately if
– the failure to meet the performance deadline is due to an event of force majeure, i.e. an unforeseen event over which we have no control and for which we are not responsible (e.g. governmental actions and orders (whether valid or invalid), fire, floods, storms, explosions or other natural disasters). This shall also apply if such an event occurs during a delay in delivery or at one of our upstream suppliers;
– necessary approvals or documents of third parties to be obtained by you are not available in time; – the required information is not provided by you in time.
2.6. Insofar as this is reasonable for you, we are entitled to partial performance, which we may invoice separately in each case.
2.7. If delivery is delayed at your request or due to circumstances for which you are responsible, we shall be entitled, after notification of readiness for dispatch, to charge you for the costs incurred by storage, but at least 0.5% of the invoice amount for each week or part thereof, but not more than a total of 5% of the invoice amount. Both parties shall be entitled to prove that higher, lower, or no storage costs were incurred. The statutory rights to withdraw from the contract and to claim damages shall remain unaffected.
3. Force majeure – withdrawal – reservation of self-supply
3.1. Should it not be possible for us to provide the service within a reasonable period of time due to an event of force majeure (cf. section 2.4.), both parties shall have the right to withdraw from the contract in whole or in part. The same shall also apply in the event of subsequent impossibility of performance of the contract for which we are not responsible. Claims for damages due to such a withdrawal cannot be accepted. If one party intends to withdraw from the contract for the aforementioned reasons, it shall immediately notify the other party thereof.
3.2. We shall be released from our delivery obligation if, through no fault of our own, we are not supplied in good time with the correct goods ordered to fulfill the contract and, as a result, delivery to the contractual partner can no longer be made in accordance with the contract. This applies in any case to agreed fixed dates.
4. Retention of title
4.1. Until full payment of all your liabilities arising from the business relationship with us, we shall remain the owner of the delivered items (goods subject to retention of title). This also applies if the price has been paid for specific services designated by you. In this case, the retention of title shall serve as security for the claim. If the retention of title is subject to special conditions or formal requirements in your country, you are obliged to point this out to us and to ensure that it is fulfilled at your expense.
4.2 The reserved goods shall be stored separately from other goods and marked as such.
4.3. Any combination, mixing, or processing of the delivery item shall always be carried out on our behalf as manufacturer, but without any obligation on our part. If the (co-)ownership expires due to combination, mixing, or processing, it is already agreed now that the (co-)ownership of the new item shall pass to us proportionately according to the invoice amounts of the combined, mixed, or processed products. You shall hold the (co-)ownership in safe custody for us free of charge.
4.4. Resellers are permitted to resell in the ordinary course of business until revoked. We may revoke this right if you cease payments, if you are in default of payment, or if there are actual indications of a deterioration in assets after conclusion of the contract or other facts after conclusion of the contract which justify the assumption that our claim to counter-performance is jeopardized by a lack of ability to perform. For goods to which we are entitled to (co-)ownership, you already now assign to us by way of security your claims resulting from the resale or any other legal ground to the amount of the invoice value of the corresponding delivered item. At our request, you are obliged to provide written declarations of assignment. You are revocably authorized to collect the assigned claims in your own name in the ordinary course of business. The direct debit authorization may be revoked under the same conditions as the right to resell in the ordinary course of business.
4.5. Pledges or transfers of ownership by way of security are not permitted. In the event of seizure, confiscation, or other dispositions or interventions by third parties, they must be expressly notified of the reserved ownership and you must inform us of this immediately.
5. Delivery conditions – transfer of risk – incoterms – transport insurance – official permits / export control
5.1. In our offer or acceptance, unless expressly agreed otherwise, the delivery condition “CPT – freight disbursed, named place delivery address”. This includes shipping with our in-house freight forwarder / parcel service provider charging the freight costs to the customer.
5.2. Unless expressly agreed otherwise, the risk of accidental loss and accidental deterioration of the goods shall pass to you when the goods are handed over to the carrier, but no later than when the goods leave the delivery warehouse. This also applies if we have taken over the delivery. If the shipment is delayed due to your fault, the risk shall pass to you from the time the goods have been notified to you as ready for shipment.
5.3. If internationally customary shipping and risk transfer clauses are used in the contract, these shall be interpreted in accordance with the international rules for the interpretation of customary contract formulas (Incoterms in the respective valid version, currently Incoterms 2010).
5.4. The conclusion of a transport insurance by us takes place only on agreement and at your expense.
5.5. Regulatory approvals / export control
a) The customer must and will comply with applicable export control and trade sanctions laws, regulations, rules, and licenses, including without limitation those of the U.S., the EU and the Territory (“Export Control and Sanctions Rules”). Further, he agrees that it is solely responsible for compliance with export control and sanctions regulations.
b) The customer will not directly or indirectly transfer, sell, resell, export, re-export, dispose of, disclose or otherwise deal with the Products and/or Confidential Information to any country, destination or person without first obtaining all necessary export licenses or other governmental approvals and complying with the formalities required by export control and sanctions regulations. Furthermore, the customer shall ensure that none of its employees or business partners do so.
c) The customer will not permit the resale of products or the disclosure of confidential information to any country, in any medium, if the customer is aware that such sale or disclosure is in violation of export control and sanctions regulations with which the customer would otherwise have to comply.
d) The customer will not take any action that will cause the seller to violate export control and sanctions regulations. The customer’s failure to comply with this clause or any part thereof shall constitute a material breach of this agreement. The seller reserves the right to refuse to enter into or perform an order or to cancel an order at its sole discretion if he believes that the customer has failed to comply with this clause or any part of this clause.
6. Claims for defects – obligations to give notice of defects
6.1. Unless expressly agreed otherwise, the quality and suitability for use are exclusively and conclusively regulated in the data sheet belonging to the respective product or in the operating instructions belonging to the respective product.
6.2. In the event of a justified and timely notification of defects, the purchaser shall be entitled to subsequent performance. We shall have the right to choose the type of subsequent performance – elimination of the defect or delivery of a defect-free item.
6.3. Complaints due to incomplete or incorrect delivery must be notified to us in writing without delay, at the latest within one week after delivery (obvious defects) or discovery of the defect. Otherwise, the assertion of claims for defects is excluded.
6.4. We do not agree to any restriction of your inspection and complaint obligations (in particular those arising from § 377 HGB).
6.5. Claims for defects shall become time-barred within 12 months after the transfer of risk. This does not apply to claims for defects relating to products that are subject to wear and tear. The foregoing provisions shall not apply insofar as the law pursuant to § 438 para. 1 No. 2, § 438 para. 3, § 479 para. 1, and § 634a of the German Civil Code (BGB) prescribes longer limitation periods and for liability for damages resulting from injury to life, limb, or health as well as for liability for damages resulting from an intentional or grossly negligent breach of duty.
6.6. Claims for defects are excluded, among other things, in the case of:
– failure to examine the defect and give notice of the defect in due time and in the proper manner in accordance with sec. 6.3. and 6.4;
– subsequent unauthorized modification of the delivered item, unless it can be proven that the defect did not result from these modifications;
– defects caused by natural wear and tear, improper use, or improper storage.
6.7. You can only claim damages from us in accordance with the provisions of sec. 8.
6.8. In the event of material defects, those parts of the delivery/service which have a material defect shall, at the seller’s discretion, be repaired, replaced, or provided again free of charge, provided that such defect already existed at the time of the passing of risk.
(a) First of all, the seller shall always be given the opportunity to carry out all rectifications/replacements he deems necessary; this shall be done by agreement between the contracting parties; otherwise, the seller shall be released from liability and the consequences arising therefrom. Only in urgent cases, in the event of a risk to operational safety/to prevent disproportionately large damage, in which case the seller must be notified immediately, shall the buyer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the seller. If the rectification fails, the buyer may, without prejudice to other claims for compensation, withdraw from the contract if the seller, taking into account the statutory exceptions, allows a reasonable period of time set for the rectification/replacement delivery to expire fruitlessly.
If there is only an insignificant defect, the purchaser shall only be entitled to reduce the price. The right to reduce the price is otherwise excluded.
Claims for defects shall also not exist in the event of damage occurring after the transfer of risk as a result of incorrect/negligent handling, excessive stress, use of unsuitable operating materials, defective installation, improper maintenance, chemical/electrochemical/electrical influences, unsuitable installation location, lack of stability, unsuitable securing, and as a result of natural and weather influences/other external influences which are not assumed under the contract. If improper modifications/ repairs/ unauthorized interventions are carried out by the buyer/ his auxiliary persons, no claims shall exist.
(b) Insofar as the expenses with regard to rectification/replacement delivery increase because the delivered item has subsequently been moved to a location other than the purchaser’s branch office, the purchaser shall bear these expenses.
(c) The costs/expenses of the rectification/replacement delivery, including travel costs, shall be borne in full by the purchaser insofar as a defect is demonstrably not present; the same shall apply if claims for defects are statute-barred (in the case of a statute of limitations defense raised) or time-barred (§ 377 HGB). The seller shall have the right to determine the price for its services (§ 315 ss BGB).
(d) Other claims for damages/expenses/further claims of the buyer against the seller due to a defect cannot be accepted, except for those subject to sec. 7 and 8.
7. Industrial property rights and copyrights – defects of title
7.1. Unless expressly agreed otherwise, we shall be obliged to provide the services free of industrial property rights of third parties (hereinafter referred to as “property rights”) only in the country of the place of manufacture and the place of delivery. “Property rights” in this sense are patents, utility models and designs, trademarks, including their respective applications, and copyrights. If a third party asserts justified claims against you due to the infringement of property rights by services provided by us and used in accordance with the contract, we shall be liable to you within the time limits set forth in Section 6.5.
7.2. In the event that an industrial property right or copyright of a third party is infringed, we shall, at our discretion and at our expense, either obtain a right of use for the services concerned, modify them so that the property right is not infringed, or replace them. If this is not possible for us under reasonable conditions, you are entitled to the statutory rights of withdrawal or reduction. Our obligation to pay damages shall be governed by Clause 8.
7.3. The aforementioned obligations shall only exist if and to the extent that you notify us immediately in writing of the claims asserted by the third party, have not acknowledged an infringement, and all defensive measures and settlement negotiations are reserved for us.
7.4. In the event of infringements of rights by products of other manufacturers supplied by us, we shall, at our discretion, assert our claims against the respective manufacturer and upstream supplier for the account of the customer or assign them to the customer. In such cases, claims against us shall exist in accordance with this section 7. Only if the legal enforcement of the aforementioned claims against the manufacturers and sub-suppliers sub-suppliers was unsuccessful, or hopeless due to insolvency, is hopeless.
7.5. Your claims are excluded insofar as you are exclusively responsible for the infringement of property rights.
7.6. Your claims are also excluded if the infringement of property rights is caused by your special specifications, by an application not foreseeable by us or by the fact that the service is subsequently modified by you without authorization.
7.7. Further claims or claims other than those regulated in this clause 7. against us or our vicarious agents due to a defect of title are excluded.
7.8. Insofar as a result capable of being protected by industrial property rights is created in connection with the contractual obligations, we shall be exclusively entitled to all industrial property rights to this result, unless you were significantly involved in the creation of the result. In such a case or in all other cases in which a result capable of being protected by industrial property rights has been jointly created, we agree that we shall be entitled to at least a gratuitous, non-exclusive right of use unlimited in terms of space, time, and content.
8.1. We shall be liable for damages and for reimbursement of futile expenses within the meaning of § 284 of the German Civil Code (hereinafter “damages”) due to defects in the services or due to breach of other contractual or non-contractual obligations, in particular due to tort, only in the event of intent or gross negligence. The above limitation of liability shall not apply in the event of injury to life, limb, or health, in the event of the assumption of a guarantee or a procurement risk, the breach of material contractual obligations, and in the event of liability under the Product Liability Act.
8.2. Compensation for damages due to breach of material contractual obligations shall be limited to compensation for typical contractual damages which we should have foreseen as a possible consequence at the time of conclusion of the contract on the basis of circumstances recognizable to us, unless there is intent or gross negligence, or liability exists due to injury to life, limb, or health, the assumption of a guarantee or a procurement risk as well as under the Product Liability Act.
8.3. All limitations of liability shall apply to the same extent to vicarious agents and persons employed in performing an obligation.
8.4. A change in the burden of proof to your disadvantage is not associated with the above provisions.
8.5. Material contractual obligations within the meaning of sec. 8.1. and 8.2. are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance you may regularly rely.
9.1. Our prices are net prices. Costs for packaging, transport, insurance, as well as fees and other public charges will be charged extra, unless expressly agreed otherwise.
9.2. For orders up to a net value of € 100.00, we charge a surcharge of € 25.00 net.
10. Terms of payment – set-off – securities – assignment
10.1. Unless otherwise expressly agreed, you shall pay within 14 days net from receipt of an invoice – but not before receipt of the goods.
10.2 The customer agrees to receive invoices electronically. Unless otherwise agreed, electronic invoices shall be sent to the customer by e-mail. This is done in PDF format to the e-mail address provided by the customer for this purpose. If we do not have an e-mail address for this purpose, we will alternatively use another, existing e-mail address of the customer. Upon receipt of the e-mail, the attached electronic invoice shall be deemed received.
10.3. You shall only be entitled to rights of retention and set-off if your counterclaims have been legally established, are undisputed, have been acknowledged by us or are in a close reciprocal relationship to our claim. Furthermore, you are only entitled to exercise a right of retention insofar as your counterclaim is based on the same contractual relationship.
10.4. In the event of actual indications of a deterioration in assets after conclusion of the contract or if other facts exist or become apparent after conclusion of the contract which justify the assumption that our claim to counter-performance is jeopardized by a lack of ability to perform, we shall be entitled to demand appropriate securities for our performance and/or to revoke any payment terms granted, including for other claims. If you do not provide the reasonable securities requested by us within a reasonable period of time, we may withdraw from the contract. Claims already existing from services rendered or due to delay shall remain unaffected, as shall our rights under § 321 BGB.
11. Take-back of electrical equipment – take-back of packaging
11.1. Insofar as we are obliged to do so in accordance with the statutory regulations (e.g. in accordance with the Electrical and Electronic Equipment Act), we will, at your request, take back the delivered goods after the end of use and dispose of them properly in accordance with the statutory regulations. You shall bear the costs for such return and disposal.
11.2. If we are obliged to do so in accordance with the statutory regulations, we will take back the transport packaging at your request. You shall bear the costs for such return transport of the transport packaging.
12 Place of performance – place of jurisdiction – applicable law
12.1. The law of the Federal Republic of Germany shall apply to all legal relationships between the contracting parties arising from and in connection with the performance of this contract. The provisions of the UN Convention on Contracts for the International Sale of Goods/CISG are hereby expressly excluded by the parties.
12.2. The place of performance for all obligations arising from the contractual relationship is Heidenheim.
12.3. For legal disputes falling within the subject-matter jurisdiction of the district courts, the district court of Heidenheim is agreed as the place of jurisdiction, and for legal disputes falling within the subject-matter jurisdiction of the district courts, the district court of Ellwangen is agreed as the place of jurisdiction. We are optionally entitled to take legal action at your place of business.
Additional conditions regarding software
If we provide you with software (hereinafter referred to as “software”) for use as part of our services or in connection therewith – whether in return for payment or free of charge – the following provisions shall apply in addition, whereby in the event of contradictions between the above and the following provisions with regard to Software, the following provisions shall apply:
13. Rights of use
13.1. We grant you the non-exclusive right to use the software as intended. The scope of the intended use results from the data sheet belonging to the respective software or from the operating instructions belonging to the respective software. The right of use is limited to the agreed period of time; in the absence of such an agreement, the right of use is unlimited in time.
13.2. Unless otherwise agreed, you may use the software only with the hardware specified in the data sheet or the operating instructions, and in the absence of such a specification, only together with the hardware supplied with the software. The use of the software with another device requires our prior written consent; in the event of a culpable breach of this obligation, we are entitled to demand reasonable additional compensation. Any further claims shall remain unaffected.
13.3. If several devices are mentioned in the data sheet or the operating instructions, you may only use the software on one of these devices at a time (single license), unless a multiple license (cf. section 13.11) has been agreed upon as an exception. If a device has several workstations on which the software can be used independently, the single license covers only one workstation.
13.4. The software is provided exclusively in machine-readable form (object code).
13.5. You may only make one copy of the Software to be used exclusively for backup purposes (backup copy). The backup copy must be clearly marked as such and provided with a copyright notice of the manufacturer. Apart from that, you may only duplicate the software if a multiple license has been agreed upon by way of exception.
13.6. You are not entitled to modify, reverse engineer, translate, or extract any part of the software except as provided in section 69e of the German Copyright Act (decompilation). You must not remove alphanumeric and other identifiers from the data carriers and must transfer them unchanged to each backup copy.
13.7. We grant you the right – revocable for good cause – to transfer the right to use the software to third parties. However, a transfer to third parties may only be made together with the device that you purchased in connection with the software. In the event of a transfer of the right of use to a third party, you must ensure that the third party is not granted any rights of use to the software that exceed the rights to which you are entitled under these terms and conditions, and the terms and conditions set out in the associated data sheet or operating manual, and that the third party is imposed at least the obligations under these terms and conditions that exist with respect to the software. In case of redistribution, you may not retain any copies of the software.
13.8. You are not entitled to grant sublicenses.
13.9. If you leave the software to a third party, you shall be responsible for compliance with any export requirements and, in the event of a culpable breach of duty, shall indemnify us to this extent against all obligations and claims resulting therefrom. In this case, you will completely stop using the program, remove all installed copies of the program from your computers, and delete all copies located on other data carriers or hand them over to us, unless you are legally obligated to keep them for a longer period of time. Upon our request, you will confirm to us in writing that the aforementioned measures have been carried out in full or, if applicable, explain to us the reasons for longer retention. Furthermore, you will expressly agree with the third party to observe the scope of the grant of rights under this agreement. Splitting of purchased license volume packages is not permitted.
13.11. To use the software on several devices or simultaneously on several workstations, you need to have a right of use to be agreed upon separately. The same applies to the use of the software in networks, even if the software is not reproduced. In the aforementioned cases (hereinafter referred to as “multiple license”), the following provisions (a) and (b) shall apply in addition to and with priority over the provisions under 13.1 until 13.10:
(a) A multiple license is subject to express written confirmation by us of the number of permitted copies you may make of the software and the number of devices or workstations on which the software may be used. Section 13.7 applies to multiple licenses, provided, however, that the multiple licenses may only be transferred by you to third parties if they are transferred in their entirety and with all devices on which the software may be used.
(b) You shall comply with the reproduction instructions provided by us together with the multiple license. You shall keep records of the whereabouts of all reproductions and present them to us upon request. All data carriers must be provided with copyright notices as well as serial numbers of the manufacturer.
14. Transfer of risk
If software is provided by means of electronic communication media (e.g. via the Internet), the risk of accidental loss and accidental deterioration of the software shall pass to you when the software leaves our sphere of influence (e.g. during download).
15. Duties to cooperate and liability
15.1. You shall take all necessary and reasonable measures to prevent or limit any damage caused by the software. In particular, you must ensure that programs and data are backed up regularly.
15.2. You shall take appropriate measures to secure the Software against access by unauthorized third parties. In particular, all copies of the contract software as well as the access data shall be kept in a protected place.
15.2. If you culpably violate this obligation, we shall not be liable for any consequences arising therefrom, in particular for the replacement of lost or damaged data or programs. The above provision does not imply a change in the burden of proof.
16. Material defects
16.1. Claims for material defects relating to the software shall become statute-barred within 12 months after the transfer of risk. The foregoing provisions shall not apply insofar as the law pursuant to § 438 para. 1 No. 2, § 438 para. 3, § 479 para. 1 and § 634a of the German Civil Code (BGB) prescribes longer limitation periods, and for liability for damages arising from injury to life, limb, or health, as well as for liability for damages resulting from an intentional or grossly negligent breach of duty.
16.2. Only deviations from the specification conclusively contained in the data sheet or the operating instructions that are proven and reproducible by you shall be deemed to be material defects of the software. However, a material defect does not exist if it does not occur in the version of the software last provided to you, and if and its use is reasonable for you.
16.3. You must inspect the software for obvious defects immediately upon receipt and notify us immediately of any such defects, otherwise any warranty for such defects shall be excluded. The same applies if such a defect becomes apparent later. § 377 of the German Commercial Code (HGB) shall apply.
16.4. Claims for material defects do not exist
– in the event of damage resulting from incorrect or negligent handling of the software,
– in the case of damage caused by special external influences which are not assumed under the contract,
– for changes made by you or by third parties and the resulting consequences,
– for software extended by you or a third party beyond an interface provided to us for this purpose,
– for the software to be compatible with the data processing environment you are using.
16.5. In the case of software, the claim to subsequent performance shall be fulfilled as follows: at our discretion, the defect shall be remedied (“rectification”) or a new version (update) or a new version (upgrade) of the software shall be delivered, provided that these are available from us or can be obtained at reasonable expense. In the event of defects of title, we shall, at our own discretion, provide a legally unobjectionable opportunity to use the software or modify it in such a way that it no longer infringes any third-party rights.
17.1. The seller is liable without limitation
– in the event of intent or gross negligence,
– for injury to life, limb, or health,
– in accordance with the provisions of the Product Liability Act as well as
– to the extent of any warranty assumed by the seller.
17.2. In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the seller’s liability shall be limited in amount to the damage that is foreseeable and typical according to the nature of the transaction in question.
17.3. Any further liability of the seller does not exist.
17.4. The above limitation of liability shall also apply to the personal liability of the seller’s employees, representatives, and bodies.
18. Industrial property rights and copyrights – defects of title
If a third party asserts justified claims due to the infringement of property rights with respect to the software, we shall be liable pursuant to sec. 7 within the period specified in sec. 6.5.
19. Data protection
20.1. “Confidential Information” shall mean all information and documents of the respective other party which are marked as confidential or which are to be regarded as confidential from the circumstances, in particular information on operational processes, business relations, and know-how.
20.2. The parties agree to maintain confidentiality about confidential information.
20.3. Such confidential information is exempt from this obligation,
(a) which were demonstrably already known to the recipient at the time of the conclusion of the agreement or which subsequently become known to the recipient from a third party without violating any confidentiality agreement, statutory provisions, or official orders;
(b) which are public knowledge at the time of the conclusion of the contract or are made public thereafter, to the extent not based on a breach of this contract;
(c) that are required to be disclosed by law or by order of a court or governmental authority. To the extent permissible and possible, the recipient obligated to disclose shall notify the other party in advance and give the other party an opportunity to object to the disclosure.
20.4. The parties shall only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this agreement. Furthermore, the parties shall disclose the confidential information only to those employees who need to know it for the performance of this agreement and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.
20.5. Any culpable violation of these regulations shall result in a contractual penalty of EUR 5,000.00. Further claims of the injured party shall remain unaffected.
Christian Maier GmbH & Co.KG
Würzburger Str. 67–69