General Terms and Conditions

General Terms and Conditions of Barnham Holdings Limited Section 1. Scope of application (1) Our deliveries, services, and offers are exclusively made on the basis of these general terms and conditions. (2) Terms and conditions of the customer do not apply, even if we do not separately object to their application in the individual case. (3) With the exception of managing directors and authorized signatories, our employees are not entitled to make verbal agreements with the customer in connection with the contract which deviate from these general terms and conditions. Section 2. Offer and conclusion of contract (1) Offers and prices contained in brochures, advertisements and other promotional material are not binding. (2) The customer shall be bound by an order which has not yet been accepted by us for 14 calendar days after sending. We are allowed to accept the offer within this period of time. The time when the customer receives our acceptance shall be decisive for compliance with the period. Section 3. Prices and payment conditions (1) Our prices are inclusive of the statutory value-added tax, where it is applicable. The prices at the time of collection from our registered office in Cologne shall apply, unless otherwise agreed upon. (2) If we grant a starting or test credit at the time of registration via our website, an entitlement to this credit shall only exist if the customer did not already make use of such a credit before. (3) The customer shall only have a right of set-off or a right of retention to the extent that his/her claim is undisputed or finally established by a court. This shall not apply for counterclaims of the customer based on warranty. Section 4. Delivery time If we do not meet a binding delivery date or a binding delivery period, the customer shall grant us a reasonable grace period which may not be less than two weeks. Section 5. Contracts concerning rendering services (1) If the subject matter of the contract is the rendering of animations and/or images, the customer must have a computer connected to the internet on which the operating system Windows/Mac, a legally licensed 3D software which is supported by us (see “Render Farm Specs”) and which was used to create the digital data to be rendered as well as the software “Rendermate agent” are installed without errors. According to the End User License Agreement (EULA) for the “Rendermate Agent Software” the customer has the right to use the software “Rendermate Agent Software” free of charge. (2) With the acquisition of a credit, a claim for the provision of rendering services is established towards us. The customer may assert this claim by placing a render order using the “Rendermate” after registration. (3) The execution of a render order is paid in RenderPoints with one RenderPoint corresponding to one EUR. The number of RenderPoints required for the execution of a render order depends on the scope and complexity of the 3D scenes submitted by the customer. The customer can make a non-binding advance projection of the presumably required RenderPoints in the section “Calculate Render Costs” or - for a more accurate projection - by transmitting excerpts of the 3D scene using the “Rendermate agent”. (4) The render result is one or more image files in the file formats jpg, jpeg, tif, tiff, png, bmp, exr, fxr, hdr, pic, rpf, tga, vda, jcb, vst. The render result will be downloaded using the Rendermate software “Rendermate agent” to a folder selected by the customer on his/her computer. After the successful download of the render result, it will be irrevocably deleted if seven days have elapsed since the provision of the render result (“period for provision”). After expiry of the period for provision, a further download is not possible, unless we agree otherwise with the customer before the render order is placed. (5) Apart from this, the conclusion of the contract and the execution of the contract in the case of contracts concerning the rendering of 3D scenes are described in the “Contractual information”. Section 6. Warranty and liability (1) In the case of damage we and our vicarious agents are liable, irrespective of the legal reason (in particular in the case of default, defects, or other breaches of duty), only in the case of a breach of a essential contractual obligation; however, the amount shall be limited to the damage which is foreseeable at the time the contract was concluded and which is typical for this type of contract. Essential contractual obligations are obligations the fulfilment of which enables the proper execution of the contract and on the fulfilment of which the customer regularly relies and may rely. (2) In the case of a purchase contract, we and our vicarious agents are not liable due to obvious material defects of the delivered goods if the customer does not notify us of the defect within a period of two weeks after delivery of the goods.[a1] Section 7. Reservation in the case of transfer of ownership and/or transfer of rights (1) We reserve the ownership of the delivered goods until full payment of the purchase price for these goods. (2) The rights to be transferred and/or to be assigned shall only be transferred or assigned to the customer after full payment of the purchase price or the remuneration. Section 8. Choice of language and law (1) The contract shall be concluded in English. (2) These general terms and conditions as well as the contractual relationship between us and the customer shall be subject to British law, to the exclusion of the international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG). Section 9. Jurisdiction (1) In case of any disputes between Barnham Holdings Limited and the customer, English law shall be solely applicable. If any part of the above provisions should be invalid for violation of mandatory law then all other provisions shall not be touched by this circumstance. Barnham Holdings Limited and the customer will then replace the invalid provision by a valid provision that comes closest to the intention of both parties. The customer agrees that English law shall exclusively govern the business relationship between Barnham Holdings Limited and the customer and any dispute of any sort that might arise between the customer and Barnham Holdings Limited. The customer also agrees that for all legal disputes Eastern Caribbean Supreme Court[a2] shall have exclusive jurisdiction, unless this is prohibited by mandatory law. (2) In all cases, we shall be entitled to bring an action at the place of performance or at the general place of jurisdiction of the customer. (3) Priority statutory provisions, in particular concerning the exclusive jurisdiction, shall remain unaffected. [a1]В License Agreement, пункт 7 Warranty Disclaimer, говорится, что организация не несет ответственности и сроки обращения клиента там не указаны: In no event shall Barnham Holdings Limited and its suppliers be liable for any damages whatsoever including direct, indirect, incidental, consequential, loss of business profits or special damages, even if Barnham Holdings Limited or its suppliers, have been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages so the foregoing limitation may not apply. [a2]Специально смотрел этот вопрос. На Виргиниских островах действует English law, английское право, но юрисдикция и суды Британских Виргинских островов. Но следующий пункт 2 говорит уже что при диспутах дело будет переносится в юрисдикцию клиента. Может это означает, законы BVI, а само действие суда будет на территории клиента. Не очень понимаю эти юридические штуки. (2) In all cases, we shall be entitled to bring an action at the place of performance or at the general place of jurisdiction of the customer.