General Terms and Conditions

1. Scope of Application

1.1 The following General Terms and Conditions (hereinafter: GTC) apply to all services and legal relationships of Speam GmbH (hereinafter also referred to as: Speam) with third parties (hereinafter: Contractual Partners).

1.2 General Terms and Conditions of the Contractual Partner, to which we have not expressly agreed in writing, do not become part of the contract, even if we have not expressly rejected them.

2. Prices / Payment Terms

2.1 Our prices are - unless otherwise stated - net prices, to which the statutory value-added tax at the applicable rate is added and which is separately shown on the invoice.

2.2 Invoices are due for payment immediately from the date of the invoice.

2.3 Should the Contractual Partner fail to settle the invoice within the payment target specified in the invoice, they will be in default of payment, without the need for a reminder.

3. Offsetting / Refusal of Performance

3.1 The Contractual Partner may only offset against our claims with counterclaims that have been acknowledged by us or that have been legally established.

3.2 Retention rights or rights to refuse performance according to §§ 273, 320 BGB can not be asserted by the Contractual Partner, who is an entrepreneur (§ 14 BGB), unless we are guilty of gross breach of contract.

4. Warranty Claims

4.1 The statutory warranty claims expire against Contractual Partners who are entrepreneurs (§ 14 BGB), one year after the legal commencement of the limitation period. The aforementioned shortening of the limitation period does not apply insofar as the law prescribes longer periods according to § 438 para. 1 no. 2 BGB or § 634a para. 1 no. 2 BGB or in cases of mandatory liability according to section 5.3.

4.2 Complaints due to incomplete or incorrect services or objections due to obvious defects must be notified to us in writing within two weeks. Non-obvious defects must be reported immediately upon discovery. If the deadline is missed, the corresponding warranty rights are excluded. The warranty rights of the Contractual Partner also require that they have properly complied with their statutory obligations of inspection and notification of defects.

4.3 In the case of warranty, we are entitled to choose between rectification of defects or replacement.

4.4 We are not obliged to rectify defects or provide replacement as long as the Contractual Partner is in default of fulfilling their payment obligations.

5. Liability Notice / Limitation / Exclusion

5.1 All claims for damages of the Contractual Partner against Speam are excluded.

• The exclusion of liability according to section 5.1 does not apply
• in the case of culpable injury to life, body or health by Speam or an employee, staff member, representative or other vicarious agent of Speam;
• if an intentional or grossly negligent behavior of Speam or an employee, staff member, representative or other vicarious agent of Speam is the basis for the claim for damages;
• in the case of violation of a warranty granted by Speam;
• in the case of mandatory statutory liability, for example under the German Product Liability Act or
• if Speam or an employee, staff member, representative or other vicarious agent of Speam negligently breaches a material contractual obligation. In the event of negligent breach of a material contractual obligation, Speam's liability is limited to the contractually typical, foreseeable damage. A material contractual obligation is one whose fulfillment makes the proper execution of the contract possible in the first place and on the observance of which the Contractual Partner regularly relies and may rely.

The above provisions do not imply a change in the burden of proof to the detriment of the Contractual Partner and do not exclude claims expressly granted in these General Contractual Conditions.

6. Place of Performance / Jurisdiction / Applicable Law

6.1 For all services from the contractual relationship, the place of performance for both parties is our respective seat.

6.2 In business dealings with merchants, legal entities under public law or a public-law special fund, the jurisdiction is, according to our choice, either our seat or the court responsible for the Contractual Partner according to legal regulations, provided and to the extent that the law does not mandatorily prescribe a different exclusive jurisdiction.

6.3 The contractual relationship is exclusively subject to German law. For consumers, this choice of law applies only to the extent that the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

Date: November 2021