Business Terms and Conditions
- Subject-matter: Contractor shall provide services to Customer. According to the circumstances, these may be complete and separate orders or partial orders for particular projects. Type and scope of services to be provided as well as prices, completion dates and other details shall be set forth in separate service agreements in each case. Any order shall be deemed accepted by and legally binding on the part of Contractor only after Contractor has confirmed such order in writing.
- Order processing: Contractor shall provide services on its own responsibility and applying its own work equipment. As far as the services are provided at the offices or premises of Customer, Customer shall arrange for complete on-site orientation. Customer shall have the right to monitor on a continuous basis proper performance of contracts assigned and issue instructions in terms of Customer being entitled to exercise ultimate control and in order to assure the overall context. Contractor is relieved of verifying the correctness or appropriateness of such instructions or execution of these. If Contractor deems such instructions to incur substantial expenditure, however, Contractor shall notify Customer thereof. As far as completion dates for separate orders or parts thereof are set forth in separate service agreements, Customer shall perform respective partial acceptance. Final acceptance shall take place immediately upon completion of the full order. Contractor shall notify Customer in writing and one week in advance of completion of service. In case Customer fails to accept the service for any reason other than defect, such service shall be deemed accepted 14 days after presentation for acceptance. Contractor’s liability for obvious defects shall terminate upon acceptance, unless Customer has expressly reported such defects in detail and in writing in the certificate of acceptance.
- Warranty: A warranty period of 24 months shall apply, beginning upon acceptance of the services, respectively upon receipt of services if acceptance is not required in exceptional cases. A similar warranty period shall apply to rectified or newly rendered services, beginning upon successful removal of defects. Any rectification of services performed by third parties without approval of Contractor shall relieve Contractor of its warranty obligation. In case of appropriately reported and justified defects, Customer regularly shall be entitled only to rectification free of charge. In case such rectification should fail, or in the absence of agreed properties, Customer shall have only the right to request either a reduction in compensation or cancellation of contract. Except in cases of intent or gross negligence, Contractor shall be subject to any further liability for the absence of agreed properties only if such agreement was indeed intended to protect Customer against such subsequential damage.
- Liability: Contractor shall be liable for statutory or contractual liability cases, particularly in case of delay, breach of contract, impracticality, inability, failure to meet obligations in the context of performance of contract or inadmissible acts, provided that the relevant loss or damage has been caused intentionally or occurs as a result of gross negligence. Even in such event, the liability of Contractor shall be limited to such loss or damage as Contractor could have foreseen. No liability shall be assumed for any consequential damage that occurs as a result of the works not being available. Moreover, Contractor shall be obligated to compensate damages exclusively in the context of liability insurance that has been purchased by Contractor and which Customer is aware of, even as far as Contractor and its employees are subject to liability, whether vis-à-vis employers of Customer or vis-à-vis third parties, upon performance of contract. The sum insured amounts to a lump sum of € 1 million for personal injury and property damage. Customer relieves Contractor of any claims beyond these. Liability shall be excluded as far as a defect or damage occurs as a result of an instruction or specific request issued by Customer in the context of Customer being entitled to exercise ultimate control. Moreover, liability shall be excluded as far as any damage or loss occurs in the course of performance of services where such loss or damage does not exceed generally accepted wear and tear or loss rates applicable to such orders.
- Consideration: Customer shall pay to Contractor consideration in the amount of relevant blanket prices as set forth in separate service agreements. As far as it is impossible to agree on a blanket price, consideration shall be paid according to list prices. In case of award of contract at list prices, the order value shall be additionally estimated according to the expected scope of service. Contractor shall notify Customer without delay in case it becomes apparent that the order value estimated according to sentence 1 is not sufficient for executing the order. Customer and Contractor shall subsequently agree in writing upon an extended order value. In case agreement on blanket or list prices is impossible due to the specific nature of an order, consideration shall be paid according to time spent. In those cases, specific rates shall be set forth for the services to be provided by Contractor. Form of payment shall be set forth in respective separate service agreements. All prices are net prices subject to statutory VAT. Changes to statutory or price regulations shall apply retroactively and cause the relevant prices or rates to be modified accordingly. In case Customer fails to make payments at agreed payment dates, Contractor having granted an appropriate grace period shall have the right to cancel the contract concerning the part yet to be performed.
- Miscellaneous costs: Services provided by sub-contractors shall be charged by Contractor subject to an entrepreneurial surcharge (Unternehmeraufschlag) of 15 %. This includes premiums for specifically purchased liability insurance.
- Retention of title: Any works created or supplies delivered by Contractor shall remain the property of Contractor until payment has been made in full. In case of resale, Customer shall assign its claims to Contractor. If the subject-matter of contract is processed or inseparably mixed with other objects, Contractor shall gain co-ownership in the new item in relation to the proportion of the invoice amount for the subject-matter of contract to the processed item. Contractor undertakes to release upon request collateral due to Contractor to the extent that the value of such collateral exceeds by more than 20 % the value of collateralised receivables yet to be settled.
- Data protection: Contractor and its vicarious agents undertake to keep strictly confidential all data of Customer, which Contractor becomes aware of in the course of provision of services. Such confidentiality obligation shall survive beyond completion of orders given.
- Termination: Separate orders cannot be cancelled. Continuous services may be terminated by giving 3 months notice.
- Venue: Place of jurisdiction for all dunning proceedings and legal disputes shall be the respective place of our business that is deemed the relevant place of performance.
- Final clause: The above Business Terms and Conditions shall apply, even if award of contract is conducted via placement of orders by Customer without express reference being made to these Business Terms and Conditions. Conditions to the contrary shall apply only if we have approved these in writing. If any conditions to the contrary are stated in the order, these shall not be binding without our express and written approval. The legal relationships between Customer and Contractor shall be governed exclusively by the laws of the Federal Republic of Germany. If any of the provisions set forth herein should be legally ineffective, the other Terms and Conditions shall remain unaffected and binding. This shall not apply in case adherence to specific provisions or to the overall contract would subject one of the Parties to unreasonable hardship.