CLIPPING FACTORY BUSINESS TERMS AND CONDITIONS
1) Applicability of the terms and conditions
Deliveries, services and quotations from Clipping Factory, shall exclusively be based on the present terms and conditions. By placing an order, Orderer declares its agreement with the present terms and conditions. The terms and conditions of sale shall also apply for all future transactions with Orderer. The General Terms and Conditions of Business can be printed for Orderer for the purpose of an online order.
2) Conclusion of contract
Orderer gives Clipping Factory the order to process digital photographs and, if need be, other services connected therewith. The contract shall come into force when registration is complete. Orderer must be registered before receiving access to the Clipping Factory offer. In the registration, Orderer is given a user name and a password. The prerequisite for an effective contractual relationship between Clipping Factory and Orderer shall be successful registration and the forwarding of photo material to Clipping Factory or ordering of services from Clipping Factory on the Internet on the Clipping Factory web-site. With this, Orderer acknowledges the present General Terms and Conditions of Business. The information in the registration must be correct and true. Orderer shall notify Clipping Factory without delay about the amendments of Orderer's data relevant for registration.
3) Non-performance of the offer
In the event of typing or calculation errors as well as errors on the web-site, Clipping Factory shall not be obliged to accept the offer or to carry out the order.
4) Delivery, dispatch
Delivery of the order shall be done according to the provisions stipulated on the Clipping Factory web-site insofar as no deviating agreements have been reached between Orderer and Clipping Factory. Dispatches, including all and any returns, shall be charged to Orderer, an exception being returns as a result of a defect in the goods or incorrect delivery. Clipping Factory shall be entitled to make part deliveries. The delivery periods stated by Clipping Factory shall apply with the proviso that they can be fallen short of or exceeded by about 24 hours. In the event of arrears in delivery by Clipping Factory, Orderer shall not be entitled to claim damages insofar as nothing to the contrary has been determined with regard to warranty. To the extent legally admissible, rejection of acceptance due to delays in deliveries shall be ruled out.
Delivery shall be done at the prices stated on our web-site and valid on the date of the conclusion of the contract. We reserve the right to charge the correct price in the event of the web-site containing obvious errors such as typing or calculation errors. The agreed price shall be understood in US Dollars. It shall be due for payment without deduction following receipt of the delivery and the invoice. In the event of damage caused by loss, confusion or damage of the image material sent in or transmitted, Clipping Factory shall only assume liability to the value of the material value, insofar as the damage has not been caused with malice aforethought or by gross negligence. Clipping Factory shall assume no liability for the loss of images in dispatch to Clipping Factory or of data on the transmission path to the web-site or for the loss of material of any kind as a result of force majeure.
Orderer shall only have a right to offsetting if its counterclaims are legally effective or have expressly been acknowledged in writing by Clipping Factory.
7) Retention of title
The goods delivered to Orderer shall remain property of Clipping Factory until complete settlement of all the claims in existence against Orderer. Orderer shall be entitled to resell the goods in the proper course of business; in this event, Orderer here and now cedes the claims to payment accruing to it against its customer to Clipping Factory by way of security; Clipping Factory hereby accepts this cession.
8) Right of revocation
A right to revocation of the order pursuant to the Remote Sales Act is ruled out, as the files generated are produced according to Orderer's requirements and are tailor-made to match its personal requirements.
Clipping Factory shall assume liability according to the statutory provisions in the event of defects to the object insofar as nothing to the contrary has been determined below. Delivered goods shall only be defective if they do not correspond to the technical standard of digital photo processing. Differences in color between the images and the original image files cannot be technically avoided, they shall therefore not be deemed as defects. Likewise, a defect shall not exist if a loss of quality has been caused by defective quality (e.g. resolution of the original image files). A particular quality of the goods to be supplied is not agreed. Clipping Factory shall assume no guarantee. Orderer shall notify obvious defects which are striking without particular attention in writing without delay upon delivery, albeit no later than 2 days after receipt, stating the defect. Later claiming of obvious faults shall be ruled out. To the extent that the goods supplied are defective, Clipping Factory shall have the choice between reworking or replacement delivery. If the reworking or replacement delivery fails, Orderer can, at its discretion, demand reduction of the purchase price or withdrawal from the contract. Clipping Factory shall have three attempts at reworking or replacement delivery. However, claims to damages shall be ruled out to the extent that nothing to the contrary has been agreed in the aforementioned regulations.
Clipping Factory shall not be liable for damages. This shall not apply to liability for damages caused on the basis of malice aforethought or gross negligence. Clipping Factory engages to take all reasonable efforts in order to keep the web-site completely ready for operation around the clock. Clipping Factory shall assume no liability for faults or economic damage incurred by Orderer from a temporary lack of availability of the web-site or parts of the same or resulting from similar technical problems. Liability of Clipping Factory shall in particular be ruled out for system-induced failures, interruption and/or disturbance of the data transmission and for failure to comply with the instructions for use decisive for the Clipping Factory offer. Liability of Clipping Factory for system-induced failures, interruption and/or disturbance of the data transmission, the Internet or other necessary communication systems for the disturbance of which Clipping Factory shall not be answerable shall be ruled out; Clipping Factory shall only be liable for the event of malice aforethought or gross negligence and for the event of Clipping Factory being involved in the origination of the damage. Clipping Factory shall also assume no liability for loss of the data stored with Clipping Factory, except for malice aforethought or gross negligence. Clipping Factory shall assume no liability for losses or damage incurred by Orderer from making use of the services or goods of a third party which are advertised on the Clipping Factory web-site or to which a hyperlink on the Clipping Factory web-site refers. Claims to damages against Clipping Factory or its partner companies shall be ruled out to this extent with the exception of malice aforethought or gross negligence. Clipping Factory shall assume no liability for the fact that Orderer fails to look into its mailbox in good time or that the data in it are possibly deleted in the event of inquiries being answered by e-mail.
11) Obligations of Orderer
Orderer may only use the Clipping Factory web-site according to the present terms and conditions of business and use. Orderer must disclose its identity to Clipping Factory when sending photos to the latter. Statement of an e-mail address alone is not sufficient for this. Orderer may not send any photos with punishable contents to Clipping Factory, in particular containing or showing child pornography, glorification of violence or race discrimination or infringing third parties' rights. Orderer shall be responsible for the contents of the photos sent to Clipping Factory by it. It shall be liable for all damage culpably incurred by Clipping Factory, its employees or third parties by its use of the service of the Clipping Factory web-site and shall hold Clipping Factory harmless against such claims by third parties. Orderer shall be responsible itself for secrecy and use of its password. Orderer shall be obliged to keep its user name and password with particular care, in order to prevent other people from obtaining knowledge of the user name and password or the latter becoming lost or being misused. Orderer shall be liable for unauthorized use of its user name and/or password by third parties. Orderer shall notify Clipping Factory without delay if it assumes that its user name and/or password is/are being used without authorization. Clipping Factory shall reserve the right to reject the Clipping Factory offer for any Orderer infringing the terms and conditions of business and use.
12) Data protection, data back-up
Orderer knows and approves of the fact that its personal data necessary for commission and order handling as well as archiving are stored on data media. It expressly approves of recording, processing and use of its person-related data. Processing of the data is done in compliance with the Federal Data Protection Act as well as the Tele-Service Data Protection Act. All data shall be treated confidentially. Orderer shall have the right to revoke this approval with an effect for the future at any time. In this event, Clipping Factory engages to delete the personal data immediately unless an order process has not been completely dealt with. At the placement of an order, Clipping Factory presupposes that Orderer backs up its data sets over and above the time of delivery to Clipping Factory. Backing up of the data transmitted by Orderer shall not be done by Clipping Factory. This shall in particular apply for the image files stored in the storage service. Orderer gives its approval that its data, as described above, are stored by Clipping Factory.
Orderer assures that it possesses all copyrights, rights of utilization by copyright and performance protection rights to the images which it sends to Clipping Factory. Orderer assures that it is also the unrestricted owner of the processing, amendment and redesign rights of all images which it transmits to Clipping Factory and ensures that the processed, amended and/or reworked photos do not infringe copyright provisions and/or personality rights of any kind. Further, Orderer assures Clipping Factory upon commissioning that no trademark, utility model, design patent or other rights of third parties are infringed by proper handling of the order. All and any consequences resulting from any infringement of the aforementioned rights shall be borne by Orderer alone. Upon placement of the order, Orderer assures that the contents of the transmitted image files also do not infringe penal laws in any other way. In the event of Clipping Factory being sued by third parties on account of an infringement of the aforementioned rights, Orderer shall hold Clipping Factory completely harmless against all and any claims of third parties.
Clipping Factory can amend the terms and conditions for the use of the offer forming the object of the contract at any time. Clipping Factory shall notify Orderer of the alterations by a reference on its Internet site. Insofar as Orderer makes use of the offer by Clipping Factory following reference to an alteration, it shall accept this alteration. Clipping Factory can end or revoke one or all aspect(s) of its offer in its own free discretion and without prior notification.
Upon appearance of an updated version of the General Terms and Conditions of Business, older versions shall lose their validity. Place of performance for the contractual obligations and performance shall be the registered office of Clipping Factory to the extent legally admissible.
The contract shall be governed by the US law. Should a provision of the present general terms and conditions of business be or become ineffective and/or null for any reason, the validity of the remaining provisions shall remain unaffected. Ineffective and/or null provisions must be replaced in such a way that the envisaged economic purpose is achieved.
16) Venue and applicable law
The venue at the registered office of Clipping Factory shall be deemed agreed for all claims resulting from the business relationship to the extent legally admissible. The US law shall apply exclusively.