General terms and conditions for the activity as a contract broker
purePepper Media & Sales GmbH Beim Alten Ausbesserungswerk 4 77654 Offenburg
I. Validity, activity of PurePepper, extension
These terms and conditions apply to all orders accepted by PurePepper for the brokerage of contracts, insofar as the order placed with PurePepper has been placed by an entrepreneur (§ 13 BGB), a legal entity under public law or special funds under public law within the meaning of § 310 BGB (hereinafter also referred to as: “client”).
As a contract broker, PurePepper mediates contracts for the provision of services between the client and a third party, for example contracts concerning address deliveries etc. The contract for the provision of the respective services (“mediated contract”) is concluded exclusively between the respective provider of the service (“service provider”) and the respective recipient of the service (“service recipient”). PurePepper does not become a party to the brokered contract and cannot be held liable under the brokered contract.
II. Conclusion, content and end of the order for contract brokerage
PurePepper accepts orders for the mediation of contractual relationships exclusively under the validity of these GTC. Terms and conditions that deviate from or even contradict these GTC do not apply to the contractual relationship. PurePepper hereby expressly objects to the validity of such conditions. These GTC also apply exclusively if PurePepper does not separately object to the inclusion of third-party conditions in individual cases or if PurePepper acts in the knowledge of conflicting or supplementary terms and conditions of the client. These terms and conditions are recognized by the client with the placement of the order.
Agreements between PurePepper and the client are only binding if they are made in text form (in the original, by e-mail or by fax). The requirement of text form can only be waived in writing. All declarations are subject to receipt.
PurePepper is bound to offers from PurePepper for 14 calendar days from submission of the offer. If no order confirmation is received within this period, PurePepper’s offer expires. Confirmations received later are considered a new offer from the client. Silence on this offer is not considered a declaration of acceptance by PurePepper. The acceptance of offers for the acceptance of a brokerage order to PurePepper takes place exclusively by express acceptance on the part of PurePepper in text form (by fax, post or e-mail). Silence on the part of PurePepper to an offer does not constitute acceptance of this offer.
Unless expressly agreed otherwise, PurePepper is not obliged to provide services exclusively for a contractual partner.
III. Acting for the client, powers of attorney
By placing the order, the client grants PurePepper a power of attorney in accordance with § 164 BGB to make and receive legal declarations regarding the conclusion, execution and termination of contracts. PurePepper will express its legal position as a contract broker in an appropriate manner in the run-up to the conclusion of the brokered contract, e.g. by stating that the order “for our customer …” / “on behalf of our customer …”.Declarations of intent made by PurePepper are always made in the exercise of the power of attorney in the name of and with effect for the client.PurePepper will send its contractual partner an order confirmation in the exercise of this power of attorney on behalf of the client, which confirms the conclusion of the mediated contract and its content.
The client is obliged to provide PurePepper with a power of attorney in accordance with § 172 BGB upon simple request and to send it at his own expense, insofar as such a power of attorney is required for the execution of the order.
PurePepper only has a power of attorney for collection if this is granted separately (§ 97 HGB).
If PurePepper receives a declaration of intent, PurePepper will inform the declarant immediately if there is no or no longer an authorization to receive.
IV. Conclusion and content of the brokered contract
All offers that PurePepper submits in the exercise of its activity as a contract broker for the client are made – unless they are expressly marked as non-binding – with a binding period of 14 calendar days from the submission of the offer. The acceptance of the offer can only be made to PurePepper as the receiving agent. If no order confirmation is received within this period, the offer expires. Confirmations received later are considered a new offer by the recipient of the declaration to conclude a contract with PurePepper’s client.
Legal declarations by PurePepper are made exclusively in text form (by fax, post or e-mail). Silence on the part of PurePepper in response to an offer does not constitute acceptance of this offer.
The general terms and conditions of the client of PurePepper may apply to the mediated contract – depending on the inclusion in the context of the conclusion of the contract. Conflicting terms and conditions of the contractual partner do not become the basis of the contract, even if PurePepper does not expressly object to such conflicting conditions in each individual case.
V. Processing of the mediated contract
The execution of the mediated contract takes place between the service provider and the service recipient. PurePepper is not involved in this contractual relationship.
If PurePepper is commissioned by one or the other party to provide further services as part of the execution of the contract, this is done by separate order outside of the brokerage order. These GTC apply accordingly to this continuation of the brokerage order.
VI. Remuneration, claim for remuneration against both parties Due date
Unless otherwise agreed in connection with the mediated contract, the service provider and service recipient owe PurePepper the remuneration for the mediation specified in the contract in equal shares. If no PurePepper remuneration is specified, the usual remuneration is owed. The termination of a mediated contract by withdrawal and/or termination by one of the contracting parties has no influence on the accrual of PurePepper’s claim for remuneration.
Remuneration is always net plus the statutory value added tax.
Unless otherwise agreed, the remuneration is due in full upon conclusion of the brokered contract. Payment of the remuneration shall be due within 15 calendar days of receipt of a remuneration invoice in accordance with the provisions of the UStG. Unless otherwise agreed, electronic delivery of the invoice is sufficient.
Disruptions in the mediated contract have no influence on the due date of PurePepper’s claim for remuneration.
The assertion of a right of retention is only permitted on the basis of justified and due counterclaims from the same delivery and is otherwise excluded. Offsetting is only permitted with undisputed or legally established claims from the same delivery and is otherwise excluded.
VII. Diary; contract note
PurePepper is released from the obligation to keep a diary (§ 100 HGB).
The preparation of a contract note in accordance with § 94 HGB is waived for PurePepper by the service provider and the service recipient.
VIII. Samples
The request and storage of samples (§ 96 HGB) is waived by PurePepper on the part of the service provider and the service recipient.
IX. Warranty, guarantee promise
The warranty for defects in the execution of the contract is provided exclusively by the service provider in accordance with its general terms and conditions, otherwise in accordance with the statutory provisions.
For guarantee promises that PurePepper has transmitted in connection with the conclusion of the mediated contract for the client of PurePepper, only the client of PurePepper guarantees.
X. Liability
PurePepper is liable for the performance of its contractual obligations for intent and gross negligence, unless the damage consists of injury to body, life or health. In these cases, PurePepper is liable for any form of negligence. Liability and relief from liability extend to vicarious agents and members of executive bodies.
For damages caused by a product defect, the client is liable to the extent permitted by law. He is obliged to indemnify PurePepper from any claims for damages by third parties upon first request.
XI. Liability
Service providers, service recipients and PurePepper shall treat all confidential information of the other parties that comes to their knowledge directly or indirectly in connection with the business relationship as strictly confidential and shall not pass it on to third parties and/or use it for purposes other than those agreed without the prior written consent of the party concerned. This obligation to maintain absolute confidentiality shall continue to apply after the end of the contract period.
Confidential information within the meaning of these GTC is all verbal and/or written technical and non-technical information, specifications, documents, prices and data which one of the parties receives directly or indirectly from the other party and which are marked as confidential or whose confidentiality arises from their subject matter or other circumstances. In particular, this also includes business and trade secrets, contracts concluded, technical or commercial information of any kind and information that is or becomes known to the contractual partner in the course of its activities via other companies.
Information, documents and data which are or become public knowledge or publicly accessible or which have been or are legitimately made accessible to the other party by third parties or which must be published by law, official order or court decision are not covered by the duty of confidentiality.
XII. Data protection
purePepper will store the data of the parties to the brokered contract that becomes known in the course of the brokerage activity, insofar as this is necessary for the initiation or execution of the brokered contract, for as long as this is necessary for the execution of the respective contract and the fulfillment of subsequent documentation and retention obligations (“contract-related communication”). This applies in particular to tax documentation obligations. If these obligations no longer exist, the data will be deleted in accordance with the legal requirements.
The data of the parties involved will only be passed on to parties also involved in the contractual relationship for the purpose of contract initiation or contract processing.
PurePepper uses the data of the contractual partner to further inform the client of the brokerage contract about PurePepper’s own further offers (“advertising”). The client can object to this use of data by PurePepper at any time.
XIII. Termination of the brokerage contract
The brokerage contract ends with the conclusion of the brokered contract, unless expressly agreed otherwise.
Both parties can terminate an unfulfilled contract with the notice period of § 612 para. 1 BGB. If the termination is made by the client without PurePepper having given an important reason for this, the client must compensate PurePepper for the lost profit. PurePepper can set this profit at a flat rate of up to 80% of the contract amount. The client reserves the right to prove that PurePepper has lost no or significantly less profit.
XIV. Choice of law, place of jurisdiction, place of fulfillment
The contractual relationship is governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of fulfillment is the registered office of PurePepper, unless another place of delivery is specified in the order; then this is the place of fulfillment