GENERAL TERMS AND CONDITIONS OF BUSINESS
1. Basis of contract, Conclusion of contract
For use with private and commercial Buyers (hereinafter known as Buyer). Insofar as the Buyer is a consumer within the meaning of Section 13 of the German Civil Code [BGB], i.e. is a natural person entering into a legal transaction for a purpose which cannot be ascribed to either their commercial or their independent professional work, particular attention will be drawn to any discrepancies and special factors there may be in the text. In addition to this, this text shall also apply for consumers. For the purposes of these terms and conditions [T&Cs], part-time or full-time farmers making an income from such work are not consumers.
1.1 All our goods and services, including consultancy services, shall only be rendered by us on the basis of these General Terms and Conditions of Sale and Supply. Any terms of business the Buyer may have which differ from these shall only apply if we have expressly agreed to them in writing. They shall not become valid even in those individual instances cases in which we have not rejected them.
1.2 Our terms and conditions of sale and supply shall also apply for future contacts with the Buyer if we have handed them over to him and he has accepted that they shall apply.
1.3 Our offers shall be subject to change without notice. Our offers shall only be binding in those cases in which we have placed them in writing without reservations. Orders which amend or supplement binding offers as well as orders placed without an offer having been made shall be subject to a written order confirmation.
1.4 An order shall be carried out first of all on the basis of our offer, then on the relevant project specifications, including a measure-up of the entire area to be treated, our price list in force at that time or price agreement, these T&Cs, and moreover, the provisions of the German Civil Code [BGB].
1.5 Dimensions and drawings, plus the information and diagrams contained in the leaflets shall only be binding if this has been expressly agreed in writing.
1.6 By placing an order with us, the Buyer is expressly stating that the agreed service is to be rendered by us. We shall be entitled to accept the offer to enter into a contract inherent in the order within 2 weeks of receipt. Acceptance may either be confirmed in writing or by commencing work on carrying out work on the contractual project.
1.7 Insofar as an order is placed by the Buyer with us electronically, the wording of the contract will be saved by us and sent to the Buyer upon request together with these T&Cs by e-mail. If the Buyer places an order electronically, we shall confirm receipt of the order immediately. This confirmation of receipt of the order shall not constitute binding acceptance of the order. Reference may, however, be made to the confirmation of receipt of the Buyer’s order in the statement accepting the order.
2. Term of the contract
The contractual relationship shall normally begin at the beginning of the month following that in which an order is placed with us and shall terminate at the end of the following calendar year. The contractual relationship shall in each case be extended automatically by a further calendar year, unless one of the Parties terminates it by giving 3 months’ notice to the end of a contract year. Notice of termination must be in writing.
The option for either Party to serve immediate notice of termination, if there is an important reason for doing so in accordance with Section 314 of the German Civil Code [BGB], shall not be affected by the above.
3. Prices / Date payment becomes due / Payment
3.1 Value added tax shall normally have to be added to the agreed prices.
3.2 Compliance with agreed prices assumes that the items upon which the agreement is based remain unchanged and can be supplied without hindrances for which the Buyer is responsible. The Buyer shall have to pay for subsequent extensions and amendments resulting in additional expense at the rates shown in the price list in force at that time.
4. Payments, Defaults in payment
4.1 The invoiced sum shall be payable immediately. No prompt payment discounts shall be granted.
4.2 Agreed terms of payment shall only have been complied with if we are able to dispose of the amount payable.
4.3 We shall not accept payment by cheque and draft.
4.4 In the event of default in payment we shall be entitled to charge default interest amounting to 9% (5% for consumers) about the base rate in force at that time. We shall reserve the right to prove that the default damages we have suffered are higher than above and to assert a claim for it. In particular we shall reserve the right to also claim those costs we incur if we have to call in third parties after the Buyer is in default with payment.
4.5 If there is a significant deterioration in the Buyer’s financial status we shall be entitled to demand payment in advance or COD for our goods and services or to make them dependent upon a security being furnished by the Buyer. Accounts payable by the Buyer for services already rendered shall become payable immediately in the above circumstances – even if we have agreed to accept deferred payment. This shall apply in particular if when the Buyer is in default with payment, subsequent payments are not made in spite of the Buyer having been set a reasonable amount of time to do so or if an application has been made to open insolvency proceedings on the Buyer’s assets. If the Buyer does not furnish us with a security within a set reasonable period of time in response to our request, we shall be entitled to withdraw from the contract.
5. Price adjustment
5.1 The prices in the offer shall apply for the term of the contract agreed in the first instance. 80% of the agreed prices is accounted for by the wage element.
Both Parties to the contract agree that in the event that there is an increase in the cost of wages, also as a result of an increase in the statutory minimum wage, the prices are to be adjusted with effect from the point in time of the changes in the cost of wages. Insofar as this gives rise to changes, they shall be notified by us in writing.
6. Offsetting, Right to refuse performance, Assignment
6.1 The Buyer may only exercise a right of retention if his counter-claim is based upon the same contract.
6.2 The Buyer shall only be entitled to offset if his counter-claims have been adjudicated or recognised by us.
6.3 The Buyer may only assign his claims against us or allow them to be collected by third parties with our prior written consent, unless it has been established that such claims are uncontested, ready for judgment or adjudicated such claims.
7. Periods of time allowed for execution and performance
7.1 Periods of time set for execution shall only be binding if they have been expressly designated and confirmed as such by us in writing.
7.2 Part-performances shall be allowed within the execution periods stated by us, provided that this does not give rise to any considerable disadvantages for the Buyer.
7.3 If non-compliance with periods of time set for execution and performance is attributable to unforeseen hindrances beyond our control and for which we are not responsible, they shall be extended as appropriate, and by the duration of the hindrance or interruption at least. This shall apply in cases of force majeure as well as strike, lock-out, official directives. If the disruptions should last continuously for more than eight weeks, each Party to the contract shall be entitled to withdraw from part, or all, of the contract.
7.4 If we, nevertheless, find ourselves in default, the Buyer shall have to set us a reasonable subsequent period of time. The Buyer cannot contract any third parties carry out the work and cannot withdraw from the contract unless the subsequent period of time has elapsed unsuccessfully or could have been dispensed with for other reasons provided for by law.
8.1 All the machinery, equipment and cleaning agents required to carry out the cleaning shall be provided by us.
8.2 The water required for carrying out the cleaning and care and the supply of electricity – if necessary – are to be provided free of charge by the Buyer. The same shall apply for any consumables to be topped up or be provided by us at the respective premises.
9. Notification of defects, Rights in the event of defects, Limitation
9.1 The Buyer shall have to inspect our work properly and straight away upon completion and defects identified in doing so are to be notified to us in writing. We are to be allowed an opportunity to ascertain the notified defect. Insofar as the Buyer fails to fulfil these obligations or modifies the work we have carried out without our consent, he shall forfeit any warranty claims to which he may be entitled.
9.2 If the Buyer lodges complaints about justified defects in the contractual work stipulated, we shall consequently be obliged to effect a cure.
Defects and damage attributable to the Buyer not having forwarded necessary information which we need to carry out the work on site shall exempt us from any warranty obligations. The same shall apply in the cases in which the Buyer fails to take sufficient precautions to ensure that the site is accessible for our staff or for the machines that have to be used.
9.3 No other defect-based claims by the Buyer shall be accepted and compensation will only be paid for defect-based claims in line with the liability under Number 10.
The Buyer shall not receive any warranties from us as defined by law.
Insofar as our work is defective, and it is no longer possible to make it good, or if the Buyer no longer wishes to have it made good, he may demand a reasonable price reduction equal to the value of the defect.
The period of limitation for warranty claims for commercial Buyers shall be 12 months from acceptance.
Claims under warranty shall generally not be accepted in cases in which the deviation from the agreed characteristics is no more than minor or if the impairment of use is only minor. Wear and tear which comes to light and is the result of our work having been carried out in compliance with the contract or natural wear and tear shall not constitute defects.
10.1 Our liability for breaches of duty attributable to ordinary negligence shall be limited to average direct damage foreseeable given the type of work, typical for the contract. This shall also apply for breaches of duty attributable to ordinary negligence and committed by our legal representatives or assistants.
10.2 We cannot be held liable for a breach of minor contractual duties attributable to ordinary negligence. In particular, we shall not accept other and additional claims by the Buyer. This shall apply in particular for compensation claims for damages on account of a breach of duties owed and unlawful acts. Therefore, we cannot be held liable for damage not incurred by the thing itself. Above all, we cannot be held liable for lost profit or for other financial loss by the Buyer.
10.3 The limitations of liability above do not apply for the Buyer’s product liability claims. Furthermore, the limitations of liability shall not apply for unattributable personal injury or physical harm or in the event of the Buyer’s death.
10.4 The Buyer’s compensation claims for damages on account of a defect shall become time-barred after 1 year has elapsed from acceptance. This shall not apply if we are accused of fraudulent intent.
Place of fulfilment, Place of jurisdiction, applicable law
The law of the Federal Republic of Germany shall apply.
The provisions of the UN law on sales [CISG] shall not apply. The sole place of jurisdiction for all disputes arising from the contract shall be 57072 Siegen if the Buyer is a registered business, legal entity established under public law or a public law special fund. We shall also be entitled to sue the Buyer at the courts having jurisdiction where his registered office is based. This shall also apply if the Buyer does not have any general place of jurisdiction within Germany, or if his place of residence, or normal whereabouts are unknown at the point in time at which legal action is taken.
The place of fulfilment is 57072 Siegen.
Should individual provisions of this contract including these T&Cs be or become partially or completely invalid, the validity of the remaining provisions shall not be affected as a result thereof. The partially or completely invalid provision is to be replaced by an arrangement which comes as close as possible to the economic success of the invalid provision. The transfer of the Buyer’s rights and duties under the contract entered into with us shall be subject to our written consent to be valid.
Siegen, dated 1 May 2018