Article 1 Scope of Application
(1) The following General Terms and Conditions exclusively apply to the business relationships of HD Wireless with regard to the rental of objects (cameras, wireless cameras, wireless systems, photo lenses, accessories, etc.) and the provision of services.
(2) Terms and conditions contrary to or different from our General Terms and Conditions are not recognised, unless HD Wireless has expressly approved their validity in writing.
Article 2 Contract Conclusion and Termination
(1) All offers from HD Wireless are non-binding and subject to change. They are an invitation to purchase services from HD Wireless. By placing an order, the client is making a binding offer for concluding a contract. The contract is concluded when HD Wireless sends confirmation in writing (e.g. Email, letter, etc.) in order to confirm the order.
(2) The client may cancel the contract until the start of HD Wireless services. If the client cancels the contract, HD Wireless is entitled to demand the agreed compensation. However, HD Wireless must deduct from the agreed compensation the costs it saves as a result of the termination of the contract. Instead of the aforementioned compensation, HD Wireless has the option of demanding a flat-rate compensation of 5% of the originally agreed compensation in the event of termination.
(3) The right to extraordinary termination without notice on serious grounds remains unaffected by the aforementioned provisions.
Article 3 Due Dates and Payment
(1) All prices are net prices, unless expressly marked otherwise.
(2) Along with the order confirmation, a deposit is sent, which is due immediately and to be paid by the deadline specified in the invoice. Upon expiration of the payment deadline indicated on the invoice form, the client is deemed to be in arrears, with no further reminder necessary. In case of arrears, HD Wireless reserves the right to assert late interest in the amount of 9 percent points above the base interest rate published by the European Central Bank.
Article 4 Liability for Main Contractual Obligations
HD Wireless is liable for damage caused by the violation of main contractual obligations. HD Wireless liability for violations of obligations due to slight negligence is excluded, provided that said violations do not concern material contractual obligations or damages affecting injury to life, health and limb, as well as guarantees or claims arising from the Product Liability Law. The same applies to auxiliaries and legal representatives of HD Wireless. Fundamental liability is limited to damages typical and foreseeable for the contract.
Article 5 Ceded Items, Inspection/Complaint Duty, Rental Duration, Transportation Risk, Renter’s Insurance Obligation
(1) Items ceded or transferred as part of contractual obligations (e.g. in case of rental or only partial provision of the services) must be immediately inspected by the client, who must immediately make a complaint for any defects and errors it detects, as well as any missing quantities, in writing (e.g. via email). If there is not an immediate complaint, the items ceded are considered contractually compliant. The same applies to item defects and errors arising during the contract period and prior to the return of the items.
(2) The rental begins on the day the equipment leaves HD Wireless as contractually agreed or is made available in the warehouse. It ends on the day of return. Rental fees are calculated using daily rates. There is no obligation to use the rented objects; therefore, Saturdays, Sundays, and holidays are also taken into account.
(3) The transportation risk is transferred to the client when the items leave the HD Wireless warehouse.
(4) The client is liable for any and all culpable damage, loss, etc. of the items, in the amount of the respective repurchase value. The client is therefore obligated to take out a material insurance policy typical for the industry. At any time, HD Wireless is entitled to demand proof of the conclusion of an insurance contract and its conditions through presentation of suitable documents (e.g. Insurance policy). The equipment must be sufficiently insured against damage and loss; in case of damage, HD Wireless is entitled to assert claims from the insurance contract along with the client. In this case, the client is obligated to transfer the claims from the insurance contract to HD Wireless to fulfil compensation claims. The liability of the client does not expire upon the transfer. Rather, the claim of the client and the insurer will be made jointly, as co-debtors.
Article 6 Contract Party Obligations for Services / Service Defects and Errors
(1) HD Wireless provides services in accordance with the agreements in the contract; the client bears responsibility for the project and its success. The client shall establish the material and legal requisite conditions as the basis for the provision of any service by HD Wireless. Work contract services are not part of the contract. The services are provided in accordance with the state of the art as of the conclusion of the contract and by personnel qualified to perform the agreed services.
(2) If the service is not provided in accordance with the contract, or is provided in a faulty manner, a complaint must immediately be made in writing to HD Wireless. If the contractually compliant provision of service cannot be carried out to a significant extent, even by an appropriate remedial deadline set by the client in writing, for reasons to be explained by HD Wireless, the client is then entitled to terminate the contract without notice. In this case, HD Wireless is entitled to compensation for the services provided up to the effective termination date. The compensation for such services is only cancelled if the client proves, within four weeks following the notice of termination, that these services are of no use and/or interest to the client. Further client claims due to service quality issues are excluded. This exclusion does not apply in case of wilful intent or gross negligence.
(3) The client will provide full cooperation, such as access to the shooting location, shooting authorisation, etc.
(4) HD Wireless designates a solely responsible contact person.
Article 7 Offsetting Prohibition and Right of Retention
The client can only offset costs or exercise a right of retention towards HD Wireless for uncontested or legally established claims. Any and all offsetting rights or rights of retention for claims that do not originate from the same contractual relationship are excluded.
Article 8 Transfer of Usage Rights for Service Results
HD Wireless shall transfer and grant unrestricted, freely transferable usage rights for any and all results of the service provision. A revocation of the future transfer of usage rights is only possible on extraordinary, serious grounds.
Article 9 Property Rights Violations
(1) If a third party asserts claims towards the client for violation of property rights through the use of the aforementioned service results, if the liability conditions in para. 2 of these General terms and Conditions are met, and the use of the results is compromised or prohibited, HD Wireless is liable as follows:
HD Wireless will, at its own discretion and own expense, either modify or replace the agreed service results in such a way that they do not violate property rights, but are still significantly equivalent to the agreed services in a way that is acceptable to the client, or will release the client from the payment of any licence fees towards the holder of the property rights or any other third party. If the contractor cannot do this under acceptable conditions, it will take back these service results against reimbursement of the paid compensation, minus an amount reflecting the usage period. In this case, the client is obligated to return the service results.
(2) The conditions for the liability of HD Wireless are that HD Wireless is responsible for the property rights violations and that the client immediately notifies the contractor of third-party claims, does not recognise the alleged property rights violation and leaves the entire handling of the matter, including any out-of-court settlements, to HD Wireless or only acts in agreement with HD Wireless. If the client ceases use to minimise damage or any other important reason, it is obligated to notify the third party that the cessation of use is in no way connected to a recognition of the alleged property rights violation.
(3) If the client itself is responsible for the property rights violation, claims against HD Wireless are excluded; in this case, the client must release HD Wireless from any claims, costs, etc.
(4) Further client claims due to violation of third-party property rights are excluded. This exclusion does not apply in case of wilful intent or gross negligence.
Article 10 Other Liabilities
(1) The liability for main contractual obligations is regulated in article 4 and the liability for property rights violations in article 8 of these General Terms and Conditions. Otherwise, the contract parties are liable to each other for damage they cause as follows:
For personal injury, up to 1 million euros per incident, but for a total of no more than 2 million euros per contract; for material damage, up to 500,000 euros per incident, but for a total of no more than 1 million euros per contract; for financial losses, up to 10% of the total valuation of the contract, but for a total of no more than 500,000 euros per contract. Claims for lost profit are excluded.
(2) In cases of loss of data, HD Wireless is only liable for the effort and expense necessary for proper data security by the client for the restoration of the data.
(3) The limitations of liability as per article 9 of these General Terms and Conditions do not apply in case of wilful intent, gross negligence, guarantees, and to the extent that the Product Liability Law applies.
Article 11 Statute of Limitations
Client claims fall under the statute of limitations three years after they are known, but eight years after full service provisions or early contract termination.
Article 12 Service Changes
The client can, after contract conclusion, demand changes to the service scope, within the extent of the capacities of HD Wireless, in writing; this does not apply if unreasonable for HD Wireless. HD Wireless will immediately review and accept or reject the change request. Agreed service changes must be documented in a binding manner. If no change is made, the work will continue on the basis of the contract.
Article 13 Written Form Requirement
The contract and any amendments thereto, as well as all contractually relevant declarations, notification and documentation obligations, must be made in writing.
Article 14 Applicable Law and Place of Jurisdiction
The parties agree to be subject to German law. The place of jurisdiction is Frankfurt am Main.
Article 15 Severability Clause
If individual provisions of the contract, the General Terms and Conditions, or any other regulations, are invalid, the validity of the remaining provisions shall not be affected. The parties to the contract will cooperate to replace the invalid provision with a valid one that most closely matches the original intent, under fundamental consideration of respective interests.
Version 1.0 (1/1/2016)