1.1 All deliveries and services of RP/07 GmbH & Co. KG (hereinafter referred to as RP/07) are based on
these General Terms and Conditions (hereinafter referred to as GTC) and are part of all contractual
relationships and related legal transactions between RP/07 and its contractual partners (hereinafter
referred to as the Client).
These GTC also apply to all future contractual agreements with the Client, even if they are not
expressly agreed upon again. They are accepted by the Client as legally binding with the first
contract conclusion, unless a different arrangement is expressly agreed upon in writing or
electronically (§ 126a BGB).
1.2. RP/07 objects to all conditions of the Client that contradict these GTC. In such cases, the non-
contradictory parts of the Client’s terms will apply alongside these GTC. For the contradictory parts,
the legal situation will apply.
1.3. Deviations from these GTC are only valid if RP/07 confirms them in writing or electronically (§ 126a
BGB). This particularly applies to oral, telephonic, faxed, or telegraphic supplementary agreements,
guarantees, or previous agreements of any kind.
2.1. Cost estimates from RP/07 are non-binding. Offers from RP/07 are binding for 10 days from the
date of the offer.
2.2. Significant changes (e.g., changes in authorship), additional requests, or supplementary
performance plans oblige both parties to reasonably adjust compensation, deadlines, and the
description of services. If RP/07 recognizes the necessity of significant changes, the importance of
the additional requests, or supplementary performance plans of the Client, it must inform the Client
immediately.
2.3. For services commissioned by RP/07, RP/07 reserves the right to pass them on to a selected
specialist company on behalf and at the risk of the Client.
3.1. The prices of RP/07 are quoted in euros, plus the applicable statutory VAT.
3.2. The prices listed in RP/07’s offer are decisive. Additional services will be invoiced separately.
3.3. For billing based on hours worked, the hours determined by RP/07 are decisive unless the Client
proves a calculation error. The billing unit is half an hour. Started half-hours are fully charged.
4.1. Unless explicitly agreed otherwise, all invoices from RP/07 are due immediately upon receipt
without deduction.
4.2. RP/07 is not obliged to accept checks. The acceptance of checks is only for payment. Bills of
exchange are not accepted under any circumstances.
4.3. Unless explicitly agreed otherwise, RP/07 issues an initial partial payment of 50% of the net amount
listed in the offer plus VAT after the contract is concluded. After the final acceptance, RP/07 issues
the remaining amount, plus third-party services, additional costs, and VAT.
4.4. In the event of default by the Client, RP/07 is entitled to charge default interest from the time of
default at the statutory rate. If financing becomes necessary, RP/07 reserves the right to charge all
resulting costs to the Client.
4.5. The Client is not entitled to offset counterclaims or to assert a right of retention unless the
counterclaims are undisputed or legally established.
5.1. Deadlines and dates commence only after all contractual conditions and technical details have
been clarified, and any necessary initial materials, documents, and/or approvals have been provided
by the Client. Delivery times are non-binding unless RP/07 has confirmed them as binding in writing.
5.2. Adherence to deadlines and dates depends on the timely and proper fulfillment of the obligations of
the Client, particularly the timely provision of materials to be processed such as data, tapes, and
film material. If the Client does not fulfill their obligations on time, the deadlines and dates will be
extended accordingly.
5.3. In the case of significant changes pursuant to Section 2.2, the deadlines and dates will be extended
appropriately.
5.4. RP/07 is entitled to make partial deliveries, provided this is reasonable.
6.1. Shipping is carried out at the expense of the Client. Transport will be via standard transport
methods (mail, courier, train). Packaging will be at RP/07’s discretion.
6.2. RP/07 will only take out transport insurance upon the Client’s written request and at their expense.
6.3. The risk is transferred to the Client once the contractual item has been sent or handed over to the
person or company performing the transport. If the shipment is delayed through no fault of RP/07,
the risk is transferred to the Client upon notification of shipment readiness.
6.4. In the case of collection, the risk is transferred to the Client upon handover of the contractual item.
7.1. The contractual item remains the property of RP/07 until full payment by the Client. If the Client
sells the contractual item before full payment, they assign their claim against the third party to
RP/07 until all outstanding debts are settled. RP/07 accepts this assignment.
7.2. Pledges, security transfers, and other dispositions by the Client are not permitted as long as the
retention of title exists.
7.3. If the Client processes the contractual item further, RP/07 acquires ownership of the newly created
item immediately. In the case of connection, mixing, or processing of items belonging to multiple
reserved owners, RP/07 acquires ownership of the newly created item in proportion to the value of
its share to the total value.
7.4. In the event of third-party claims (e.g., pledges), the Client must immediately notify RP/07 in writing
so that RP/07 can file a third-party opposition claim. If the third party is unable to reimburse RP/07
for the costs of such a claim, the Client is liable for the loss incurred by RP/07.
7.5. In case of default, RP/07 is entitled to disclose all security rights and to enforce the associated
claims and rights. The Client is then obligated to provide RP/07 with all necessary documents
(contracts, delivery notes) and promptly answer any inquiries.
8.1. If copyright, co-authorship rights, or rights of modification arise during the performance of the
contract by RP/07, they remain with RP/07. On the condition of revocation, for example, in the case
of important reasons, RP/07 grants the Client simple, non-transferable, non-exclusive usage rights
that are necessary for the Client within the scope of the contractual subject matter unless other
usage rights are included in the offer. An important reason is, in particular, the non-payment of the
remuneration owed to RP/07 within the agreed or legally prescribed payment period.
8.2. If third-party copyright and/or modification rights are affected in the context of the order, the Client
guarantees that the contractual processing complies with the usage and modification rights
granted by the third party. The Client indemnifies RP/07 from any third-party claims due to
copyright or modification rights violations.
8.3. All computer files and the associated rights remain with RP/07.
9.1. RP/07 is not obligated to retain the data, tape, or film material submitted for processing beyond the
processing period. Retention beyond the processing period is not part of RP/07’s performance
obligations.
9.2. The data, tape, or film material provided by the Client will only be returned at the Client’s express
request and expense. Otherwise, RP/07 is entitled to destroy the submitted material.
The Client is obligated to:
11.1. Complaints or other objections must be made immediately, but no later than 10 days after receiving
the delivery (exclusion period), or for hidden defects, within 10 days of discovery, in writing. The
goods must remain in the condition they were in at the time the alleged defect was identified and
be returned to RP/07.
11.2. Subjective features subject to artistic design, such as colors, tones, or animations, cannot be the
subject of complaints.
11.3. The Client’s warranty claims are limited to the right to rectification or replacement delivery by
RP/07. RP/07 must be given a reasonable period for this. If rectification or replacement delivery
fails, the Client has the right to reduce the price or cancel the contract.
12.1. RP/07 is liable for intent and gross negligence.
12.2. RP/07 is only liable for simple negligence – except in cases of injury to life, body, or health – if
essential contractual obligations (cardinal obligations) are violated, and then only for the typical
and foreseeable damage.
12.3. Liability for indirect and unforeseeable damages, as well as consequential damages and lost
profits, is excluded in the case of simple negligence – except for the violation of essential
contractual obligations (cardinal obligations).
12.4. Any further liability for damages beyond what is provided for in these GTC is excluded, regardless
of the legal nature of the asserted claim.
12.5
12.6. If RP/07’s liability is excluded or limited, this also applies to the personal liability of RP/07’s
employees, workers, organs, representatives, and vicarious agents.
13.1. The place of performance and jurisdiction is the court responsible at the location of the company’s
headquarters.
13.2. The law of the Federal Republic of Germany applies exclusively, excluding all international
agreements.
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