General Purchasing Conditions of TSC GmbH.

1 Scope of Application

1. These General Purchasing Conditions (“GPC”) apply to the ordering and delivery of goods as well as services and/or work performance.

2. These GPC apply exclusively; any terms and conditions of the contractual partner (“Supplier”) that conflict with or deviate from these GPC shall only be valid if expressly acknowledged by us in writing. These GPC shall also apply if we accept the Supplier’s delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Supplier, unless we have expressly waived the application of our GPC.

3. These GPC apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

2 Offer, Offer Documents

1. If the Supplier does not accept our order within 14 calendar days of receipt, we are entitled to withdraw it.

2. We retain ownership and copyright to all concepts, images, drawings, calculations, and other documents created and/or developed by The Storytelling Company GmbH (“TSC”) (hereinafter referred to as “Work Results”). They may not be made accessible to third parties without our prior written consent and may only be used exclusively for the fulfillment of our order. These are to be kept confidential and are subject to the confidentiality regulations in § 11 (1).

3. At our request — at any time, but no later than after performance of the contract — the Supplier must return and/or delete all Work Results and/or copies thereof, regardless of the format (physical, electronic, etc.). Deletion must be confirmed in writing at our request. The Supplier waives any right of retention with respect to such documents.

3 Remuneration, Payment Terms, Prohibition of Assignment

1. The remuneration stated in the order is binding. Unless otherwise agreed in writing, for deliveries of goods and work services, the delivery shall be “free domicile,” including packaging and shipping insurance. Return of packaging requires a separate agreement. Statutory VAT is included in the remuneration.

2. Unless otherwise agreed in writing, we will pay the agreed remuneration within 14 working days of full, proper, and timely delivery or service — or, in the case of work services, after acceptance — along with receipt of a proper and verifiable invoice, with a 3% discount, or net within 45 days.

3. An invoice is only considered verifiable if it identifies the responsible purchaser or contact person named in our order. The Supplier shall be liable for consequences of non-compliance unless it is not at fault.

4. The agreed remuneration includes all services and deliveries of the Supplier, including any Work Results pursuant to § 8, as well as all related expenses, unless expressly agreed otherwise in writing.

5. Payment does not constitute acknowledgment of proper or contractual performance.

6. The Supplier may request installment payments for services rendered in accordance with the contract and specified in the agreed payment plan. These must be clearly itemized and suitable for timely verification.

7. We retain all statutory rights of set-off and retention.

8. The Supplier is not entitled to assign claims against us or have them collected by third parties without our written consent. This does not apply if the Supplier has agreed on an extended retention of title with its suppliers. § 354a HGB remains unaffected.

4 Delivery Time, Delay

1. The delivery date stated in the order is binding.

2. The Supplier must notify us in writing or text form without delay if circumstances arise or become apparent that may result in a delay in delivery or performance.

3. In case of delay, we are entitled to demand a contractual penalty of 1% of the order value per commenced week of delay, but not more than 5% of the order value in total. Further statutory claims (e.g., withdrawal or damages) remain unaffected. The Supplier may prove that no or significantly less damage was incurred.

5 Place of Performance, Shipping, Documents

1. The place of performance for the Supplier’s deliveries and services is the delivery address stated in the order. If no delivery address is specified and not evident from the nature of the obligation, our business address shall be deemed the place of performance.

2. The Supplier must package and ship goods properly, professionally, and in accordance with legal requirements. Delivery documents must include our order number, item description, quantity, and the name of the responsible contact person.

6 Transfer of Risk, Acceptance, Ownership

1. The risk transfers to us upon delivery at the place of performance. If acceptance is agreed by law or contract, risk transfers to us only upon acceptance.

2. Ownership is transferred to us at the latest upon full payment. Any extended retention of title clauses must be explicitly agreed.

7 Warranty, Notice of Defects

1. The Supplier guarantees that its deliveries/services conform to the agreed quality, are free from defects, and suitable for the agreed purpose.

2. We will inspect the goods within a reasonable period and report any defects. A notice of defect is considered timely if it is sent within 10 working days of discovery.

3. We are entitled to the full statutory warranty claims. In urgent cases, we may remedy defects ourselves at the Supplier’s expense.

8 Work Results, Rights of Use

1. All Work Results created by the Supplier in connection with the order shall, upon creation, become the exclusive property of TSC. This includes the unrestricted, transferable rights of use without limitation in time, place, or content.

2. The Supplier guarantees that all Work Results are free of third-party rights and shall indemnify TSC against any related claims from third parties.

3. If necessary, the Supplier shall assist in providing declarations and documentation to ensure legal transfer of rights to TSC.

9 Liability, Insurance

1. The Supplier is liable for all damages in accordance with legal provisions. If insurance is customary for the delivery or service, the Supplier shall obtain such coverage and provide proof upon request.

10 Compliance with Legal Regulations, Sustainability

1. The Supplier undertakes to comply with all applicable laws, in particular labor, environmental, and anti-corruption laws.

2. TSC is committed to sustainability and expects the Supplier to act in an environmentally and socially responsible manner.

11 Confidentiality, Data Protection

1. The Supplier is obliged to treat all commercial and technical information received from TSC in connection with the order as confidential and not disclose it to third parties. This obligation remains in effect after the termination of the contract.

2. The Supplier shall comply with all applicable data protection regulations when processing personal data on behalf of TSC.

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