General Terms and Conditions
of ONE TEAM Signage Group GmbH
Version: March 2026
These General Terms and Conditions (“GTC”) shall apply to all contracts between
ONE TEAM Signage Group GmbH
Bogen 45, Holzmarktstr. 15–18
10179 Berlin
Germany
Email: [email protected]
Local Court Berlin-Charlottenburg, HRB 158163
VAT ID No.: DE294931015
represented by the Managing Directors Felix Hartz and Can Üstün
– hereinafter referred to as the “Contractor” –
and its customers
– hereinafter referred to as the “Customer” or “Client” –
regarding the planning, design, technical development, manufacture, delivery and, where agreed, installation of individual signage, signs, advertising technology and related products.
§ 1 Scope of Application
These GTC shall apply to all present and future business relationships between the Contractor and the Customer concerning the manufacture and delivery of individually produced products as well as related services.
These GTC shall primarily apply to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. They shall apply to consumers only insofar as special provisions are made in § 18 or mandatory consumer protection law does not provide otherwise.
Any conflicting, deviating or supplementary general terms and conditions of the Customer shall not become part of the contract unless the Contractor has expressly agreed to their applicability in text form.
Individual agreements, project-specific offers, technical approvals, service descriptions and written supplementary agreements shall take precedence over these GTC in the individual case.
§ 2 Subject Matter of the Contract
As a rule, the subject matter of the contract shall be the planning, design, technical development and manufacture of individually produced products. This may include, in particular, supply chain coordination, procurement, shipping organization, packaging, technical coordination, project coordination and other project-related ancillary services.
Where expressly agreed, the contract shall additionally include on-site assembly, installation, dismantling, service or coordination services.
The Contractor shall be entitled to engage third parties in whole or in part for the performance of its contractual obligations, in particular subcontractors, producers, installation partners, carriers and other vicarious agents.
Information contained in catalogues, presentations, visualizations, renderings, product depictions, configurators, samples or other sales documents shall only be binding insofar as it has expressly been made part of the contract.
§ 3 Conclusion of Contract, Acceptance of Offer, Approvals
Offers made by the Contractor are non-binding unless they are expressly designated as binding.
A contract shall come into existence by
a) the mutual signing of the offer, or
b) the Customer’s express acceptance of the offer in text form, in particular by email, or
c) the payment of an agreed down payment or advance payment, provided that this indicates the Customer’s intention to accept, or
d) the Contractor’s express order confirmation.
Upon acceptance of the offer, a binding contract for the manufacture of individually produced products shall come into existence. If, depending on the nature and content of the owed performance, the contract is legally classified as a contract for work, a contract for work and materials, or a sales contract, the relevant statutory provisions shall additionally apply. Section 650 BGB generally provides that the law on sales applies to the delivery of movable goods to be manufactured unless the manufacture of a non-fungible work is predominant or special elements of contract-for-work law apply.
The only documents decisive for production and execution shall be those technical documents, drawings, specifications, dimensions, colors, material details and other production-relevant approvals to which reference is made at the relevant time before order confirmation or production release. This may in particular be a cloud folder, project folder or other documented data status designated by the Contractor.
These approved documents shall constitute the binding basis for production even if individual details deviate from earlier correspondence, visualizations, offers or invoices.
The Contractor shall be entitled to document and evidence the content, time and scope of the approval by means of email correspondence, file versions, revision statuses, access logs, project notes, cloud logs or other suitable evidence.
Any requests by the Customer for changes after conclusion of the contract or after approval shall require the Contractor’s consent. The Contractor shall be entitled to charge separately for any resulting additional costs, delays and extra effort.
§ 4 Prices and Additional Costs
With respect to entrepreneurs, all prices are net prices plus the applicable statutory VAT. With respect to consumers, the legally required price information shall apply.
Packaging, shipping, freight, insurance, tolls, special logistics, lifting equipment, scaffolding, barriers, permits, island surcharges, customs duties, import charges, local fees and comparable incidental costs are not included in the price unless expressly stated in the offer and shall be charged separately.
Subsequent changes to the scope of services, repeated coordination rounds, coordination with the Customer’s contacts, additional drawings, new approval rounds, changes to shipping or installation situations, and other additional effort caused by the Customer shall be remunerated separately.
§ 5 Terms of Payment
If advance payment or a down payment has been agreed, the relevant amount shall be due for payment within 14 calendar days after conclusion of the contract.
If payment has not been received by that time, the Contractor shall be entitled to set the Customer a written grace period of 7 calendar days from receipt of the notice granting such grace period.
If this grace period expires without result, the Contractor shall be entitled to terminate the contract for good cause due to late payment. In this case, the provisions of § 6 shall apply.
If, by way of exception, delivery or performance against invoice has been agreed, the payment term specified in the offer or invoice shall apply, in particular 7 or 30 days. Upon expiry of the payment term, the Customer shall be in default without the need for a further reminder.
In the event of default, the Contractor shall be entitled to claim the statutory default interest as well as any other legally permissible damages for default. In relation to entrepreneurs, reminder fees, collection costs, legal enforcement costs and information costs may also be claimed in accordance with the statutory provisions.
The Contractor shall be entitled to withhold ongoing services, production, shipment or installation in whole or in part until all due claims have been fully settled, unless mandatory statutory provisions prevent this.
The Customer may only offset claims that are undisputed, legally established or ready for decision. The Customer shall only have a right of retention insofar as its counterclaim is based on the same contractual relationship and is undisputed or legally established.
§ 6 Termination and Cancellation
After conclusion of the contract, the Contractor shall regularly begin internal and external measures for production preparation without delay, in particular planning, technical development, procurement preparation, supplier coordination, project organization and scheduling.
In the event of
a) termination by the Customer before the start of production, or
b) termination by the Contractor due to non-payment in accordance with § 5,
the Contractor shall charge a compensation pursuant to Section 648 BGB in the amount of 35% of the agreed order sum. The Customer shall remain entitled to prove that the Contractor is entitled to no claim or to a substantially lower claim. Under Section 648 BGB, the client may terminate a contract for work at any time until completion of the work; in principle, however, the contractor retains its agreed remuneration less any expenses saved.
The start of production shall be deemed to be the earlier of the following points in time:
a) the binding order of production-relevant materials, or
b) the binding commissioning of a supplier, producer or other manufacturing service provider.
After the start of production, the Contractor shall be entitled to demand the full agreed order sum minus what it saves in expenses as a result of the termination or acquires, or maliciously fails to acquire, through other use of its labor, to the extent permitted by law.
The right of both parties to terminate for good cause shall remain unaffected. Section 648a BGB expressly provides for termination for good cause in contracts for work.
Project stops, postponements, interruptions or change requests by the Customer shall not be deemed a free rescission of the contract and shall not entitle the Customer to suspend its contractual payment obligations free of charge.
§ 7 Delivery Times, Deadlines, Force Majeure
Delivery and performance periods are generally non-binding unless they have been expressly confirmed in writing as binding.
The commencement of any deadlines requires that all technical and commercial issues have been clarified, that the Customer has fulfilled all required duties to cooperate, and that agreed down payments or advance payments have been received in full. In the case of advance payments or down payments, deadlines shall commence only upon receipt of payment.
Delays resulting from missing, late or incomplete cooperation by the Customer shall extend agreed deadlines by a reasonable period.
The Contractor shall not be liable for delays in delivery or performance caused by force majeure or other events for which the Contractor is not responsible. These include in particular official measures, customs delays, strikes, lockouts, war, natural events, raw material shortages, power failures, transport disruptions, supplier failures, pandemics or comparable circumstances.
In the cases referred to in the preceding paragraph, deadlines shall be extended by the duration of the hindrance plus a reasonable restart period.
§ 8 Delivery, Shipment, Transfer of Risk
The Contractor shall organize the delivery unless otherwise agreed. The choice of shipping route, means of transport, carrier, packaging type and shipping service provider shall be at the Contractor’s due discretion.
With respect to entrepreneurs, the risk of accidental loss and accidental deterioration shall pass upon handover of the goods to the carrier, freight forwarder or other person designated to carry out the shipment.
With respect to consumers, the risk shall in principle pass only upon delivery of the goods to the consumer, unless otherwise provided by law.
Recognizable transport damage or obvious damage must be documented by the Customer without undue delay and notified to the Contractor in text form. The Customer should provide meaningful photo or video evidence including the outer and inner packaging. Mandatory statutory rights of the Customer shall remain unaffected.
For deliveries outside the European Union, the Customer shall bear all import duties, customs duties, local taxes and other public charges. These may also be invoiced to the Customer if they were initially advanced or arranged by the Contractor or a service provider engaged by the Contractor.
§ 9 Inspection, Notice of Defects and Acceptance
With respect to entrepreneurs, the Customer shall inspect the delivered goods without undue delay after delivery.
Obvious defects, wrong deliveries or quantity deviations must be notified in writing no later than within 5 working days from delivery.
Hidden defects must be notified in writing without undue delay, but no later than within 5 working days from discovery.
In commercial transactions, Section 377 HGB shall remain unaffected. Under this provision, the buyer must inspect the goods without undue delay after delivery and notify defects without undue delay; failing this, the goods are generally deemed approved.
In the case of assembly, installation or other services governed by contract-for-work law, the Customer shall be obliged to accept the work as soon as the service has essentially been performed in accordance with the contract. Section 640 BGB obliges the client to accept the work produced in conformity with the contract.
Acceptance shall also be deemed to have occurred if
a) the Customer puts the service or the work into use, or
b) the Contractor has notified the Customer of completion and the Customer does not refuse acceptance within 5 working days while specifically naming at least one material defect, or
c) an agreed acceptance date is not attended by the Customer without justified reason.
Insignificant defects shall not entitle the Customer to refuse acceptance.
Minor deviations customary in the industry or typical for the manufacturing process, in particular regarding color, brightness, material structure, surfaces, seams, edges, LED illumination, positioning, workmanship, dimensions or tolerances, shall not constitute a defect provided that usability is not materially impaired.
To the extent that defects are based on specifications, dimensions, content, file versions, approvals or on-site conditions provided by the Customer, no defect for which the Contractor is responsible shall exist.
§ 10 Warranty and Limitation Period
The statutory rights in case of defects shall apply unless otherwise provided in these GTC.
With respect to entrepreneurs, the Contractor shall first be entitled to subsequent performance and may, at its discretion, remedy the defect or make a replacement delivery.
With respect to entrepreneurs, claims for material defects and defects of title shall become time-barred one year after delivery of the goods or, where acceptance is required, one year after acceptance. This shall not apply where
a) the law mandatorily prescribes longer periods,
b) claims are asserted for intent or gross negligence,
c) damages arising from injury to life, body or health are concerned,
d) a defect was fraudulently concealed, or
e) mandatory liability provisions apply, in particular under product liability law.
A reduction of the limitation period for defect claims is generally permissible in B2B relationships; however, this does not apply without restriction vis-à-vis consumers or in mandatorily protected categories of cases.
In particular, no warranty shall be assumed for damage or impairments resulting from
a) improper installation or commissioning by the Customer or third parties,
b) unsuitable or non-load-bearing structural conditions,
c) natural wear and tear,
d) improper care,
e) interventions, modifications or repairs by third parties,
f) defective or incomplete specifications or approvals provided by the Customer.
§ 11 Retention of Title
Delivered goods shall remain the property of the Contractor until full payment of all present and future claims arising from the business relationship has been made.
The Customer shall be obliged to notify the Contractor without undue delay of any access by third parties to goods subject to retention of title.
With respect to entrepreneurs, the retention of title shall also apply to products resulting from processing, combination or mixing, as well as to claims arising from their resale, to the extent permitted by law.
§ 12 Rights to Drafts, Drawings, Renderings, Production Data
Upon delivery of the physical product, the Customer shall acquire ownership exclusively of the delivered physical workpiece.
All copyrights, rights of use, protective rights, ownership rights and other rights to drafts, drawings, renderings, visualizations, technical developments, design documents, production data, calculations and other intellectual services shall remain with the Contractor or the respective rights holder unless expressly agreed otherwise.
The Customer shall be entitled to resell the delivered product. Replication by the Customer or by third parties is not prohibited by these GTC unless separate intellectual property rights, confidentiality agreements or individual contractual restrictions apply.
§ 13 Use as Reference
The Contractor shall be entitled to use completed projects for reference and self-promotional purposes.
This shall include in particular the use of
a) photographs and video recordings of the project,
b) product depictions and visualizations,
c) project descriptions,
d) the name of the Customer, and
e) the project location, provided that it is not obviously sensitive.
The Customer may expressly object to such use in text form before conclusion of the contract or, at the latest, by the time of delivery or acceptance.
§ 14 Customer’s Duties to Cooperate; Special Provisions for Delivery, Installation and Permits
The Customer shall be obliged to provide all information, content, dimensions, data, contacts, approvals, access and other acts of cooperation required for planning, manufacture, delivery and installation in due time and in full.
The Customer shall be responsible for all on-site requirements. Unless expressly agreed otherwise in writing, the following in particular shall be deemed to be provided by the Customer:
a) required permits, notifications and official approvals,
b) structural calculations, proof of load-bearing capacity and other technical evidence,
c) suitable foundations, substructures, wall structures and fastening options,
d) compliant and functioning power connections and other media connections,
e) free, safe and timely access to the installation site,
f) sufficient accessibility for delivery and installation vehicles.
On-site foundations, wall structures, facades, insulation systems, substructures, load-bearing capacities, structural calculations and connection situations shall only be inspected by the Contractor if this has expressly been agreed in writing as a separate service. Without such agreement, the Contractor may assume that suitable and load-bearing installation conditions exist.
Installation prices are based on normal installation conditions. In particular, excavation, demolition, foundation, electrical, cable laying, restoration, sealing, scaffolding, lifting, safety, traffic control or comparable additional works are not included unless expressly stated in the offer.
Additional effort caused by the actual condition of the construction site, the facade, the substructure, accessibility, safety situation or other technical obstacles shall be charged separately.
Costs for scaffolding, lifting equipment, barriers, traffic measures, special permits, special logistics, island surcharges, night or weekend work, waiting times and futile journeys shall be charged separately unless expressly included in the offer.
The Contractor shall not be liable for damage to roads, driveways, courtyards or other surfaces insofar as this results from on-site conditions, unsuitability of the ground or unavoidable operating conditions.
Where delivery or installation services are performed by subcontractors, all deadlines shall be subject to timely self-supply, availability of the partners engaged, and unhindered access and feasibility on site.
Where the Contractor supports the Customer in permit, notification or building application procedures, this shall be provided exclusively as a separately remunerated support or coordination service. In such case, the Contractor does not owe the granting or substantive approvability of an official permit unless this has expressly and in writing been assumed as an independent contractual success.
If the Customer fails to perform required acts of cooperation or if installation conditions are not in place upon arrival, the Contractor shall be entitled to charge separately any resulting additional costs, additional journeys, waiting times, storage costs and schedule postponements.
§ 15 Liability
The Contractor shall be liable without limitation in cases of intent and gross negligence as well as in cases of culpable injury to life, body or health.
In cases of ordinary negligence, the Contractor shall only be liable for breach of a material contractual obligation; in such case liability shall be limited to the foreseeable damage typical for the contract.
To the extent permitted by law, liability for indirect damages, consequential damages, loss of profit, business interruption, unrealized savings, reputational damage and claims of third parties against the Customer shall be excluded unless intent or gross negligence exists.
In particular, the Contractor shall not be liable for
a) content, data, dimensions, file versions or designs supplied or approved by the Customer,
b) the legal permissibility of Customer-supplied content,
c) infringements of third-party rights insofar as these are based on Customer specifications,
d) on-site requirements, permits, structural calculations, substructures, electrical preliminary work or installation environments unless their inspection was expressly assumed.
Where the Customer provides content, logos, trademarks, designs, drawings, files or other specifications, the Customer warrants that it is authorized to do so. The Customer shall indemnify the Contractor against claims by third parties, including reasonable legal enforcement costs, insofar as the Customer is responsible for the breach of duty.
The limitations of liability shall also apply for the benefit of the Contractor’s legal representatives, employees, subcontractors and other vicarious agents.
§ 16 Data Protection, Documentation, Communication
The Contractor shall process personal data in accordance with the applicable data protection laws.
In addition, the Contractor’s current privacy policy shall apply.
The Contractor shall be entitled to store and use project-related communication, approvals, file versions, shipping data, cloud access, handovers, installation documentation and other contract-relevant processes for documentation, evidence and quality assurance purposes, insofar as permitted under data protection law.
§ 17 Governing Law, Place of Jurisdiction, Contract Language
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Berlin. In addition, the Contractor shall be entitled to sue the Customer at its general place of jurisdiction.
Where translations of these GTC or other contractual documents are provided, these shall be for information purposes only. The German version alone shall be authoritative.
Mandatory statutory provisions, in particular mandatory consumer protection provisions of the state in which a consumer has his or her habitual residence, shall remain unaffected.
§ 18 Special Provisions for Consumers
This § 18 shall apply only if the Customer is a consumer within the meaning of Section 13 BGB.
Orders from consumers shall generally be executed only against advance payment unless expressly agreed otherwise.
By way of derogation from the above B2B provisions, at least the mandatory statutory provisions applicable to consumers regarding transfer of risk, rights in case of defects, limitation periods, damages and withdrawal shall apply.
For contracts for the delivery of goods that are not prefabricated and for the manufacture of which an individual choice or determination by the consumer is decisive, or which are clearly tailored to the consumer’s personal needs, there shall be no right of withdrawal insofar as the statutory requirements are met. Section 312g BGB expressly provides for this exception; information on this must also be duly provided in distance selling.
Agreements on place of jurisdiction shall apply to consumers only within the limits permitted by law.
§ 19 Online Shop and Configurator
These GTC shall apply accordingly to orders placed via the online shop or online configurator.
The presentation of products, price indications, configuration options, visualizations or automated previews in the online shop or configurator does not constitute a binding offer by the Contractor but merely an invitation to the Customer to submit an offer.
The Contractor shall be entitled to accept or reject orders within a reasonable period, in particular if technical, production-related, logistical or legal reasons oppose acceptance.
In the case of individually configured or personalized products, the data, dimensions, content, files and approvals entered by the Customer during the ordering process shall be binding.
Where the contract is concluded with a consumer in electronic commerce, the mandatory statutory information obligations shall remain unaffected.
§ 20 Severability Clause
Should any provision of these GTC be or become wholly or partially invalid, unenforceable or impracticable, the validity of the remaining provisions shall remain unaffected. In place of the invalid, unenforceable or impracticable provision, such valid provision shall be deemed agreed as comes closest to the economic purpose of the omitted provision. The same shall apply in the event of any gaps in these GTC.