TERMS OF USE
(1) The following conditions apply to all orders executed by DYADIC GmbH. Deviations, even in individual points, must be made in writing.
(2) If the general terms and conditions of a client contradict the points formulated and defined here, the deviations must be stated in writing by the client when the order is placed. Otherwise, I 1. applies unchanged.
II. Services
The prices and delivery times offered by DYADIC GmbH always refer to the framework conditions at the time of the offer. If the order parameters (scope of the order, production costs, availability of supplier capacities) change in a way that could not have been foreseen at the time of the offer, DYADIC GmbH does not guarantee compliance with deadlines and prices and will charge for any additional work and costs.
(2) All prices quoted are exclusive of sales tax, unless otherwise agreed.
III. Order processing
(1) An order is considered placed with DYADIC GmbH if a) a written order has been placed or b) an order confirmation by DYADIC GmbH has not been objected to within a reasonable period (maximum 5 working days, or a reasonable deadline for completion in the case of rush orders).
(2) All changes to an order must be made, in particular changes to the schedule and an extension of the services to be provided by DYADIC GmbH. If this is the case, it can also be done by DYADIC GmbH recording these changes and making them available to the client. If this protocol is not objected to in writing within two business days, the changes are considered to have been commissioned.
(3) Orders shall be fulfilled within the time offered or within a reasonable period of time if no completion date has been agreed. Portions of the order that have not been fulfilled shall be requested within a reasonable period of time. Otherwise, they shall not entitle the customer to withdraw from the entire contract.
(4) A service order is considered fulfilled when the first correction of the order has been completed and the order is with the client for the second release or when the service has been fully provided. A production order is considered fulfilled when the goods are ready for pick-up at DYADIC GmbH or from the date on which the goods were used.
(5) DYADIC GmbH’s offers include the first correction, unless otherwise agreed. Author’s corrections (all corrections that expand or modify the original greements, such as the incorporation of new content, the replacement of entire paragraphs, repositioning of images, changing the page order, etc.) will be charged separately.
(6) DYADIC GmbH reserves the right to withdraw from contracts if it becomes apparent that an order violates common decency, applicable law, or the ethical principles of DYADIC GmbH.
(7) DYADIC GmbH reserves the right to terminate the contract for good cause, which may be applied, for example, if the order cannot be fulfilled, if there is a loss of trust in the client or incompatibility of claims can be applied.
(8) DYADIC GmbH is entitled to commission third parties, service providers or agents to provide some or all of the services and to change them at any time, provided that this does not result in any disadvantages for the client.
(9) If the client’s cooperation is required for the order is required, DYADIC GmbH cannot guarantee that deadlines will be met and may charge additional xpenses if the client does not provide the required cooperation at the agreed or required time. In cases in which DYADIC GmbH incurs damages due to the lack of cooperation, DYADIC GmbH may demand reasonable compensation.
IV. Shipping
(1) Shipping and delivery are at the risk of the client. If shipments are to be insured separately, this must be agreed in writing; the costs shall be borne by the client.
(2) Shipping and delivery free of charge will be charged if they are not included in the offer. They do not require a separate offer.
V. Remuneration
(1) All services provided by DYADIC GmbH are to be remunerated.
(2) Payment is due after invoicing on the date specified on the invoice.
(3) For orders where a financial risk seems to exist or for those that require DYADIC GmbH to make high financial advances from third parties, DYADIC GmbH is entitled to demand advance payments. This applies in particular to self-contained parts or services within an order.
(4) Suggestions made by the client that are incorporated into the product do not justify any deduction in the remuneration of DYADIC GmbH. They also do not establish any co-copyright.
(5) If a customer does not settle outstanding invoices or other contractually guaranteed services (or advance payments) are outstanding from the client, DYADIC GmbH can stop work on current orders until the outstanding amounts are received and is not liable for any damages or delays that may arise. Recourse claims against DYADIC GmbH are excluded in this case. The customer may only set off undisputed counterclaims or counterclaims that have been legally established against DYADIC GmbH.
VI. Retention of title, rights of use
(1) All goods and all rights remain the property of DYADIC GmbH until full payment has been received. (2) For conception, text, design, and layout services, all rights to the sketches, logos, drafts, etc. provided are only transferred for simple use for the agreed purpose. The property rights remain with DYADIC GmbH. If the scope of use expands or the delivered product is used for a second purpose, the client shall notify DYADIC GmbH and negotiate a further remuneration. If DYADIC GmbH becomes aware of an extension of use, this extension of use will be charged. The client is obliged to provide information about the extension of the scope of use.
(3) Orders do not include delivery of the digital version of the subject matter of the order, unless separately agreed. If delivery of a digital version of the order becomes necessary, DYADIC GmbH is only obliged to deliver the data required for the next production step, but not the original files. Data will only be delivered in return for a corresponding additional fee for preparation and data carriers.
(4) Production orders: The means of production used by DYADIC GmbH to manufacture a product such as films, printing plates, clichés or punching dies remain the property of DYADIC GmbH, even if they have been invoiced separately. There is no right to compensation if means of production are destroyed after production has been completed. If storage has been agreed, the costs of preservation and storage will be charged.
(5) If an order is not completed, all rights of use and ownership of the results produced so far remain with DYADIC GmbH, even if the services provided up to the time of cancellation are charged. If the order is to be passed on to a third party for completion, the transfer of the intermediate results or data will be charged accordingly.
(6) DYADIC GmbH is entitled to sample copies of the products created by DYADIC GmbH on behalf of a client, which may be used for self-promotion.
VII. Liability and Security
(1) Insofar as data or materials are transmitted to DYADIC GmbH, the customer shall ensure, by keeping the original, that no damage will occur to the customer in the event of loss of the data or materials provided to DYADIC GmbH.
(2) DYADIC GmbH is obliged to take the greatest care in handling all materials, tools, and information that come into use during the job or are provided by the client. In the event of damage, DYADIC GmbH is only liable for gross negligence or willful misconduct.
(3) With the release (approval) of drafts, final artwork or proofs by the client, the client assumes responsibility for the correctness of text and images as well as spelling and grammar. The following applies to corrections after approval: Any costs incurred due to recalls or production stops will be charged to the client; the corrections will be billed as author’s corrections.
(4) DYADIC GmbH is not liable for the permissibility and registrability under competition and trademark law, as well as for the legal unobjectionability of the subject matter of the order and all its components – regardless of whether they were delivered or created by DYADIC GmbH. This applies in particular to works that are subject to copyright, such as logos or names. DYADIC GmbH shall not be liable to third parties whose rights are violated by the subject of the order – the customer is always responsible for ensuring that content does not violate applicable law.
(5) If the customer accepts a defective product although he could have recognized the defect, he is not entitled to any claims for rectification, reimbursement of expenses for the removal of the defects or reduction in remuneration. A right of withdrawal is also excluded in these cases. DYADIC GmbH is not liable for production or services brokered by DYADIC GmbH for which a contract is concluded between the client of DYADIC GmbH and another service provider, even if they are part of a project in which DYADIC GmbH is involved, regardless of the extent of that involvement.
VIII. Complaints
(1) The customer shall, upon delivery of intermediate results or finished products, check the correct execution of the order itself. In particular, the customer shall carefully check whether any errors in the intermediate results could affect the final result. If this is the case, the customer shall complain in good time. Reworking of the final result due to errors that the customer could reasonably have noticed when checking an could reasonably have been noticed by the client when checking an intermediate result, will be charged to the client if the client has not complained or has complained too late. VII 2 and 3 apply to the examination of the intermediate or final result.
(2) In the event of complaints, DYADIC GmbH has the obligation to rectify the defect within a reasonable period of time. The client may only withdraw from the contract if they cannot reasonably be expected to accept further rectification.
(3) Defects in part of the order do not entitle the client to object to the entire delivery if parts of the order can be used by the client and their use is not restricted. In such a case, DYADIC GmbH may rectify the defect or an appropriate reduction in payment will be agreed.
(4) Slight color deviations in the end result are normal and cannot be objected to. Complaints about color deviations from samples or proofs submitted for approval are only accepted in the case of extreme color variations. This applies in particular to printed matter when changing from spot color to separated color or from offset to digital printing. No guarantee can be given for color accuracy on screen.
(5) For deviations in the agreed material, DYADIC GmbH is only liable to the amount of its own claims against the supplier.
(6) Excess or short deliveries of up to 10% must be accepted. What was delivered will be charged.
IX. Data protection
(1) DYADIC GmbH is obliged to treat all customer data to which DYADIC GmbH has access in confidence and not to disclose it to third parties without the knowledge or against the will of the customer. If requested, all data not required for further cooperation between the customer and DYADIC GmbH can be deleted. We refer to our privacy policy.
X. Periodic Work
XI. Final Clauses
(1) Place of fulfillment and court of jurisdiction is Nuremberg.
(2) Should any of the above provisions be invalid, this shall not affect the validity of the remaining provisions. If any clause of these conditions is invalid, it shall be replaced by a valid text that most closely corresponds to the colloquial meaning. The same applies to any contractual gaps.
(3) These GTCs may be modified, amended or overridden in whole or in part by separate agreements in individual cases. Such agreements must always be in writing.