1. Scope
1.1 Our offers, services and deliveries are provided exclusively on the basis of these general terms and conditions. Receipt of the product or service shall constitute acceptance of these conditions. Counterconfirmation with reference to other terms and conditions is hereby expressly excluded. 
1.2 Written individual agreements shall take precedence over these terms and conditions.

2. Offers 
2.1 Our offers are always non-binding and subject to change without notice. 
2.2 We reserve the right to make technical and graphic design changes which may differ from the descriptions and information in brochures, catalogues and other written materials, as well as changes due to technical progress. No rights may be asserted against us as a result of such changes.

3. Prices
3.1 All prices are ex our Berlin headquarters. Any contrary agreements must be confirmed in writing.
3.2 Price information which is recognizably directed solely towards commercial customers are in case of doubt exclusive of the statutory value-added tax.

4. Period of Delivery and Performance
4.1 The dates and periods named by us are non-binding unless agreed otherwise in writing. 
4.2 All promises of delivery and delivery dates are subject to we ourselves receiving deliveries correctly and on time. Partial deliveries may be made. 
4.3 Delays in delivery and performance due to force majeure and/or events which make performance significantly more difficult or impossible, such as interruptions to operation, strikes, materials procurement difficulties, official directives, etc. shall give us the right to postpone delivery for the duration of the hindrance plus an appropriate start-up time, or to withdraw from the contract in full or in part on account of the part not yet fulfilled. 
4.4 Otherwise we shall only be in default if the customer has set us a grace period of at least one month in writing. In the event of a default, the customer may demand compensation for the delay amounting to 0.5% of the invoice value of the delivery or performance concerned, up to a maximum total of 5%. Any additional claims, in particular claims for damages of any kind, are excluded.

5. Warranty and Liability
5.1 The warranty period is six months from the date of transfer of risk.
5.2 All warranties shall be voided if the operating instructions are not followed or modifications are made to the products. 
5.3 The customer must inform us of any defects in writing immediately, at latest within one week of the products being transferred. Defects which even with careful inspection could not be detected within this period must be reported in writing immediately upon being detected. 
5.4 As a basic principle, the customer may initially only demand the rectification of defects. Only when two attempts at rectification have failed can further warranty rights be asserted. 
5.5 Compensation claims for damage of any kind, including damage to the user's data, software or hardware resulting from the use of software are excluded, irrespective of any legal principle which may apply, with the exception of damage caused by willful or gross negligence. This shall not apply if the damage occurred due to violation of a cardinal obligation by T.A. Cook Consultants Inc.
5.6 We are only obligated to rectify defects or supply replacements if the customer has on his part fulfilled all of his contractual obligations. 
5.7 Any claims directed against us are not transferable without written consent, and can only be asserted by the customer himself.

6. Retention of Title 
6.1 We retain title to the delivered goods until complete payment of all claims due to us or which may subsequently arise, irrespective of any legal principle which may apply. 
6.2 Processing or remodelling is always carried out for us, but without any obligation for us. If our (joint) property right is invalidated due to combination, it is already agreed now that the customer's (joint) property rights to the combined item are transferred to us pro rata (invoice value). The customer shall keep custody of our (joint) property free of charge. Goods which are our (joint) property are hereinafter called "goods subject to retention of title". 
6.3 The customer has the right to process or sell the goods subject to retention of title in the normal course of business, provided that he is not in default. Pledging the goods as collateral or transfer by way of security are not permitted. The customer already assigns to us now by way of security and to the full extent any claims arising from re-sale or any other legal principle connected with the goods subject to retention of title. Subject to revocation at any time, we authorize the customer to collect in his own name the claims for his invoices which have been assigned to us. On our demand, the customer must disclose the assignment and distribute and provide the necessary information and documents.
6.4 In the event of claims by third parties on the goods subject to retention of title, in particularly in the case of attachment, the customer must state that it is our property, and must inform us immediately. Any costs incurred shall be borne by the customer.
6.5 In the event of the customer failing to meet his contractual obligations, especially in the case of default on payment, we shall have the right to take back at the customer's expense the goods subject to retention of title, or, as the case may be, demand the assignment of the customer's right to recovery against third parties. Our taking back or attachment of goods subject to retention of title shall not constitute withdrawal from the contract, except when the German Instalment Purchase Law (Abzahlungsgesetz) is applicable.

7. Payment
7.1 If not otherwise agreed, our invoices are payable immediately and in full.
7.2 Notwithstanding any contrary conditions of the customer, we are entitled to apply payments to any of the customer's older debts first. If costs and interest have already been incurred, payments shall be applied first to the costs, then to the interest and lastly to the principal claim. 
7.3 If the customer falls into arrears, we shall have the right to charge interest at the usual bank rate, but as a minimum 5% over the respective discount rate of Deutsche Bundesbank. 
7.4 If the customer does not meet his payment obligations according to the contract, or if he discontinues his payments, or if we learn of other circumstances which cast doubt on the customer's credit-worthiness, then we shall have the right to present as due the entire remaining debt, or to demand advance payments or collateral. 
7.5 The customer shall not have the right to offset, withhold or reduce payments, even in the event of complaints of defects or counterclaims, unless we expressly agree to such, or the counterclaims are legally enforceable due to a final judgement.
7.6 Participation in an event is only possible if payment has already been received, or if it is submitted on the spot in cash or with a collection-only check.

8. Property Rights and Copyrights 
8.1 All services and accompanying printed materials provided by us, as well as all copies, are the property and copyright of the contractor. 
8.2 The customer is obligated to inform us immediately in writing if he is notified of any violation of commercial property rights or copyrights resulting from a product supplied by us. We have the sole right and responsibility to defend the customer against the owner's claims of such rights, and to settle such claims at our own cost, insofar as they are attributable to a direct violation resulting from a product supplied by us. It is our fundamental goal to obtain for the customer the right to use the product. If this is not possible at economically reasonable conditions, we will at our option either modify the product in such a way that the property right is no longer violated, or we will recall the product and refund the purchase price less compensation for the use already made.

9. Cancellation Conditions for Events
Cancellations must be made in writing at least two weeks before the beginning of the event. In this case we will charge a processing fee of  200$. Please note, the entire attendance fee will be payable if this cancellation period is not observed. If a participant cannot attend for whatever reason, it is of course possible to nominate a substitution. Substitutions must be received in writing, must be addressed to the registration office and must include the names of both the original and the substitute registrants. We reserve the right to make changes to the programme. In the unfortunate event that an event is cancelled we are not liable for any costs incurred by delegates in connection with their attendance.

10. Place of Performance and Jurisdiction
10.1 The place of performance is Raleigh, or in case of Consulting projects the agreed location, and with regard to events the announced event location.
10.2 In commerce with customers Raleigh, NC is agreed as the place of performance.
10.3 The law of the United States is solely applicable. Application of the UN Convention on Contracts is expressly excluded.

11. Liability
Despite thorough checking of their contents, we accept no liability for the contents of external links. Responsibility for the contents of linked pages is borne exclusively by their owners.

12. Final Provisions 
If individual provisions of these terms are or become void, invalid, or contestable, then they shall be interpreted and amended so as to achieve as closely as possible the intended commercial purpose in a legally permissible manner; the remaining provisions shall remain unaffected. This applies in like manner to any loopholes in need of amendment.