for the provision of services by Machines Market GmbH, Schloßstr. 25, 73433 Aalen, VAT ID No.: DE363197598, e-mail: email@example.com (hereinafter referred to as "Contractor") to its customers (hereinafter referred to as "Client")
1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor subject to these GTC.
1.2 The Contractor shall not conclude any contracts with consumers or private individuals.
1.3 The Contractor shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. The Contractor shall remain the sole contractual partner of the Client. Subcontractors shall not be used if it is apparent to the Contractor that their use is contrary to the legitimate interests of the Client.
1.4 Insofar as other contractual documents or other terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a conflict.
1.5 Subject to express consent, the Contractor shall not recognize any general terms and conditions used by the Client that deviate from these Terms and Conditions.
2. Subject matter of the contract and scope of services
- Operation of the machinesmarket.com platform
- Advertising and marketing for the above-mentioned platform
- Use of the platform for the customer without limiting the number of machines.
2.2 The specific scope of services shall be the subject of individual agreements between the Contractor and the Client.
2.3 The Contractor shall provide the contractual services with the greatest possible care and diligence in accordance with the latest standards, rules and knowledge.
2.4 The Contractor is obliged to provide the services owed under the contract. However, when carrying out its activities, it shall not be subject to any instructions with regard to the type of provision of its services, the place of provision of the services or the time of provision of the services. However, the Contractor shall determine the work days and the time allocation on these days itself in such a way that optimum efficiency is achieved in its activities and in the realization of the subject matter of the contract. The Contractor shall only provide its services in consultation and coordination with the Client.
3. obligations of the client to cooperate
It is the Client's responsibility to provide complete and correct information, data and other content to be made available by the Client for the purpose of service fulfillment. The Contractor shall not be liable to the Client in any way for delays and delays in the provision of services caused by late and necessary cooperation or input by the Client; the provisions under the heading "Liability/exemption" shall remain unaffected by this.
4.1 The remuneration shall be agreed in individual contracts.
4.2 Remuneration shall be paid after the services have been rendered. If the remuneration is calculated by time periods, it shall be paid before the end of the individual time periods (Section 614 BGB). In the case of time-based invoicing, the Contractor shall be entitled to invoice the services rendered on a monthly basis, unless otherwise agreed.
4.3 The Contractor shall send the Client an invoice by post or email (e.g. as a PDF) after the services have been provided. Payment is due within 14 days of receipt of the invoice.
4.4 The remuneration is a monthly or annual lump sum. This amount will not be increased until 31.12.2025.
5 Liability / Indemnification
5.1 The Contractor shall be liable without limitation, for any legal reason, in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may regularly rely. Any further liability of the Contractor is excluded. The above liability provisions also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.
5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to breaches of these contractual terms and conditions or applicable law by the Client.
6. Contract duration and termination
6.1 The duration of the contract and the deadlines for ordinary termination shall be agreed individually by the parties.
6.2 Das Recht beider Parteien zur fristlosen Kündigung aus wichtigem Grund bleibt unberührt.
6.3 The Contractor shall return or destroy all documents and other contents provided to it immediately after termination of the contract at the Customer's discretion. The assertion of a right of retention is excluded. Electronic data must be deleted completely. Exceptions to this are documents and data for which there is a longer statutory retention obligation, but only until the end of the respective retention period. The Contractor shall confirm the deletion in writing to the Company at the latter's request.
7. Confidentiality and data protection
7.1 The Contractor shall treat all processes of which it becomes aware in connection with the order as strictly confidential. The Contractor undertakes to impose this confidentiality obligation on all employees and/or third parties who have access to the information that is the subject of the contract. The confidentiality obligation shall apply indefinitely beyond the term of this contract.
7.2 The Contractor undertakes to comply with all data protection regulations - in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act - when carrying out the order.
8. final provisions
8.1 The law of the Federal Republic of Germany shall apply to the exclusion of the CISG.
8.2 Should any provision of these GTC be or become invalid, this shall not affect the validity of the remainder of the GTC.
8.3 The Client shall support the Contractor in the provision of its contractual services by providing appropriate cooperation where necessary. In particular, the Client shall provide the Contractor with the information and data required to fulfill the order.
8.4 If the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected by this.
8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not come into force; in this case, the Contractor shall be entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object.