EXCEPT WHERE THERE IS A FULLY EXECUTED WRITTEN CONTRACT BETWEEN ROSENBERG AND THE CLIENT, THE FOLLOWING TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE TERMS AND CONDITIONS BETWEEN ROSENBERG AND THE CLIENT AND SHALL SUPERSEDE AND OVERRIDE ALL DISCUSSIONS, WARRANTIES AND REPRESENTATIONS WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN.


1. DEFINITIONS

1.1 'ROSENBERG' MEANS ROSENBERG COLLECTION LLC AND ALL OF ITS ASSOCIATED, RELATED AND SUBSIDIARY COMPANIES (AND INCLUDING THEIR RESPECTIVE EMPLOYEES, AGENTS AND SUB-CONTRACTORS).

1.2 'CLIENT' MEANS THE PERSON AT WHOSE REQUEST OR ON WHOSE BEHALF ROSENBERG UNDERTAKES THE SERVICES.

1.3 'SERVICES' MEANS THE SERVICES THAT ROSENBERG PROVIDES TO THE CLIENT UNDER CLAUSE 3.


2. INCLUSION AND SCOPE

2.1 THE PARTIES AGREE THAT THESE GENERAL TERMS AND CONDITIONS SHALL APPLY BETWEEN THE CLIENT AND ROSENBERG. ANY DEVIATING TERMS AND CONDITIONS OF THE CLIENT SHALL NOT BE INCORPORATED INTO THE BUSINESS RELATIONSHIP.

2.2 THE CLIENT AGREES TO THESE GENERAL TERMS AND CONDITIONS BY ACCEPTING AN OFFER FROM ROSENBERG WHICH REFERS TO THE INCLUSION OF THESE GENERAL TERMS AND CONDITIONS, OR BY INITIATING A CHAT ON ROSENBERG'S WEBSITES (VIA BUTTONS: WHATSAPP CHAT, APPLE BUSINESS CHAT, FACEBOOK CHAT) OR BY SENDING A MESSAGE USING THE E-MAIL FORM ON THE WEBSITE.


3. WORK AND SERVICES

3.1 ROSENBERG WILL PERFORM THE SERVICES REQUESTED BY THE CLIENT AND AS AGREED BY ROSENBERG, OR AS PROPOSED BY ROSENBERG AND AGREED BY THE CLIENT (THE 'SERVICES').

3.2 ROSENBERG SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF LATE, INCOMPLETE, INADEQUATE, INACCURATE OR AMBIGUOUS INFORMATION OR INSTRUCTIONS FROM THE CLIENT.

3.3 UNLESS ROSENBERG HAS OTHERWISE AGREED IN WRITING, THE CLIENT SHALL PAY FOR THE SERVICES IN ACCORDANCE WITH THE ROSENBERG STANDARD CHARGE OR FEE (INCLUDING COMMISSION) THEN APPLICABLE FOR THE RELEVANT SERVICES.

3.4 ROSENBERG SHALL BE ENTITLED TO PRESUME THAT ANY PERSON ROSENBERG DEALS WITH HAS POWER AND AUTHORITY TO REPRESENT AND/OR BIND HIS OR HER PRINCIPAL.


4. LIABILITY

4.1 WITHOUT PREJUDICE TO CLAUSE 4.2, ROSENBERG SHALL BE UNDER NO LIABILITY WHATSOEVER TO THE CLIENT FOR ANY LOSS, DAMAGE, DELAY OR EXPENSE OF WHATSOEVER NATURE, WHETHER DIRECT OR INDIRECT AND HOWSOEVER ARISING UNLESS SAME IS PROVED TO HAVE RESULTED SOLELY FROM THE NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL DEFAULT OF ROSENBERG.

4.2 IN THE EVENT THAT THE CLIENT PROVES THAT THE LOSS, DAMAGE, DELAY OR EXPENSE SUFFERED BY THE CLIENT WAS CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL DEFAULT OF ROSENBERG, THEN, SAVE WHERE LOSS, DAMAGE, DELAY OR EXPENSE HAS RESULTED FROM A PERSONAL ACT OR OMISSION COMMITTED BY ROSENBERG OR ANY OF ITS EMPLOYEES OR AGENTS OR SUB-CONTRACTOR WITH THE INTENT TO CAUSE SAME OR RECKLESSLY AND WITH KNOWLEDGE THAT SUCH LOSS, DAMAGE, DELAY OR EXPENSE WOULD PROBABLY RESULT, THE LIABILITY OF ROSENBERG (UNLESS OTHERWISE AGREED IN WRITING) SHALL NEVER EXCEED 10.000 EUR.

4.3 ROSENBERG GIVES NO WARRANTY, GUARANTEE OR REPRESENTATION AS TO THE ACCURACY OR NATURE OF ANY INFORMATION PROVIDED TO THE CLIENT, OR AS TO THE FINANCIAL STANDING OR CREDITWORTHINESS OF ANY PERSON.


5. CONCLUSION OF CONTRACT AND PRICES

5.1 A CONTRACT IS CONCLUDED BETWEEN THE PARTIES BY EXPRESS ACCEPTANCE OF AN OFFER, OR BY AGREEING ON THE AMOUNT OF A FIRST PAYMENT (INTER ALIA INSTALMENT, ADVANCE PAYMENT, RESERVATION FEE, DEPOSIT, ETC.) BETWEEN ROSENBERG AND A CLIENT.

5.2 THE GENERAL PRICES ACCORDING TO ROSENBERG'S PRICE LIST AT THE TIME OF CONCLUSION OF THE CONTRACT SHALL APPLY. THE PARTIES MAY NEGOTIATE AN INDIVIDUAL PRICE DEVIATING FROM THIS.


6. CANCELLATION AND NON-PAYMENT

6.1 A RIGHT TO CANCEL THE ORDER SHALL APPLY ONLY IF EXPRESSLY AGREED. THE RIGHT TO EXTRAORDINARY TERMINATION FOR A MATERIAL REASON IS UNAFFECTED BY THIS.

6.2 IF THE CLIENT CANCELS THE CONTRACT WITHOUT A RIGHT OF CANCELLATION, ROSENBERG SHALL BE ENTITLED TO CLAIM OR RETAIN THE AGREED PAYMENTS/INSTALMENTS. THE CLIENT SHALL BE ENTITLED TO DEDUCT FROM THE PAYMENT ANY EXPENSES ROSENBERG SAVED AS A RESULT OF THE CANCELLATION OF THE CONTRACT.

6.3 THE parties AGREE THAT IN CASE OF CANCELLATION OR NON-PAYMENT BY THE CLIENT ROSENBERG SHALL BE ENTITLED TO AT LEAST 15% OF THE TOTAL BOOKING VALUE AS GENERAL COMPENSATION (EXAMPLE: IF THE BOOKING AMOUNTS TO A GRAND TOTAL OF 100.000 EUR, ROSENBERG SHALL HAVE A CLAIM FOR AT LEAST 15.000 EUR).


7. INDEMNITY

EXCEPT TO THE EXTENT AND SOLELY FOR THE AMOUNT SET OUT IN CLAUSE 4.2 THAT ROSENBERG WOULD BE LIABLE UNDER CLAUSE 4, THE CLIENT HEREBY UNDERTAKES TO KEEP ROSENBERG INDEMNIFIED AND TO HOLD ROSENBERG HARMLESS AGAINST ALL ACTIONS, PROCEEDINGS, CLAIMS, DEMANDS OR LIABILITIES WHATSOEVER OR HOWSOEVER ARISING WHICH MAY BE BROUGHT AGAINST ROSENBERG OR WHICH ROSENBERG MAY SUFFER OR INCUR, AND AGAINST AND IN RESPECT OF ALL COSTS, LOSS, DAMAGES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, LEGAL COSTS AND EXPENSES ON A FULL INDEMNITY BASIS) WHICH ROSENBERG MAY SUFFER OR INCUR (EITHER DIRECTLY OR INDIRECTLY) IN RELATION TO THE PROVISION OF THE SERVICES.


8. FORCE MAJEURE

ROSENBERG SHALL NOT BE RESPONSIBLE NOR HAVE ANY LIABILITY FOR ANY LOSS, DAMAGE, DELAY OR FAILURE IN PERFORMANCE OF THE SERVICES ARISING OR RESULTING FROM ANY ACT OF GOD (INCLUDING, BUT NOT LIMITED TO EARTHQUAKE, FLOOD, TSUNAMI, VOLCANO, HURRICANE, TROPICAL STORM, CYCLONE, BLIZZARD OR OTHER SIMILAR EVENT), ACT OF WAR, TERRORIST ATTACK, NUCLEAR CONTAMINATION, SEIZURE UNDER LEGAL PROCESS, DISEASE OR VIRUS OR SIMILAR (WHETHER EPIDEMIC, PANDEMIC OR OTHERWISE) OR QUARANTINE RESTRICTIONS, STRIKES, BOYCOTTS, LOCKOUTS, RIOTS, CIVIL COMMOTIONS AND ARREST OR RESTRAINT OF PRINCES, RULERS OR PEOPLE, OR FROM ANY OTHER OCCURRENCE OR MATTER OUTSIDE THE CONTROL OF ROSENBERG.


9. ARBITRATION

9.1 ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR ITS VALIDITY SHALL BE FINALLY SETTLED IN ACCORDANCE WITH THE ARBITRATION RULES OF THE GERMAN ARBITRATION INSTITUTE (DIS), MARIENFORSTER STR. 52, 53177 BONN, GERMANY (HTTPS://WWW.DISARB.ORG) WITHOUT RECOURSE TO THE ORDINARY COURTS OF LAW.

9.2 THE ARBITRAL TRIBUNAL SHALL BE COMPRISED OF A SOLE ARBITRATOR.

9.3 THE SEAT OF THE ARBITRATION IS DUESSELDORF, GERMANY. IF POSSIBLE, THE ORAL HEARING SHOULD TAKE PLACE SOLELY BY VIDEO CONFERENCE.

9.4 THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

9.5 THE RULES OF LAW APPLICABLE TO THE MERITS SHALL BE GERMAN LAW.

9.6 THE PARTIES AGREE THAT THE ARBITRATION SHALL BE CONDUCTED AS EXPEDITED PROCEEDINGS AND THAT ANNEX 4 OF THE DIS ARBITRATION RULES SHALL APPLY.

9.7 SHOULD THE ARBITRATION AGREEMENT IN ABOVE CLAUSE 5 BE INVALID, THE FOLLOWING SHALL APPLY: IF THE CUSTOMER IS NOT DOMICILED IN THE FEDERAL REPUBLIC OF GERMANY, THE PLACE OF JURISDICTION FOR ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT IS MUNICH, GERMANY.


10. TIME BAR

ANY CLAIMS AGAINST ROSENBERG BY THE CLIENT SHALL BE DEEMED TO BE WAIVED AND ABSOLUTELY TIME BARRED UPON THE EXPIRY OF ONE YEAR FROM THE OCCURRENCE OR EVENT ALLEGED TO GIVE RISE TO SUCH CLAIMS AGAINST ROSENBERG.


11. JURISDICTION AND GOVERNING LAW

GERMAN LAW SHALL APPLY FOR ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE CONDITIONS AND THE SERVICES.