Terms and Conditions – Intechnica Consult GmbH
§1 General scope
All services of Intechnica Consult GmbH are based on the following contractual conditions. They apply to follow-up orders as well as to on-going business relationships. Any requests for changes of contractual conditions by the client, will not be recognised or implemented unless they have been agreed by both parties and confirmed in writing.
§2 Placing of orders
Orders are only binding for Intechnica Consult GmbH if the corresponding offers (to those orders) have been confirmed in writing. Changes, additions, and verbal subsidiary agreements of any kind are also required to be requested and agreed in writing, this also applies to any changes to, or cancellation of, any written agreement or clause.
- Intechnica Consult GmbH will perform its services with impartiality, neutrality and to the best of its knowledge and belief in accordance with any recognised laws and rules, taking into account existing regulations at the time the order is accepted.
- The full scope of the services to be provided by Intechnica Consult GmbH specified in writing when the order is placed. Partial services are also possible. If changes and/ or extensions to the specified scope of the order arise during the proper execution of the work agreed, these must also be agreed in in writing, in advance between the contracting
parties. Insofar as the client or Intechnica Consult GmbH cannot be expected to adhere to and fulfil the contract with regard to the changes or extensions, the respective party has the right to withdraw. However, the client must pay any agreed remuneration or, in the absence of an agreement, an appropriate remuneration.
- Intechnica Consult GmbH provides contractually agreed services, in particular within the field of consultation, testing and appraisal activities. With the preparation of any respective
final report or expert opinion, the contractual services of Intechnica Consult GmbH will be deemed to have been provided and concluded (in line with the contract) and the contractually agreed fee will be paid in full.
In the event that an expert opinion cannot be issued or cannot be issued in good time due to missing/ incorrect/ inadequate/ implausible/ not credible or untimely delivered documents, the entire order amount will be due for payment. This also applies if a positive assessment cannot be made on the basis of existing facts or verified facts and/ or the necessary requirements are not met.
N.B. There is generally no legal right to a positive report. The assessment is always open-ended per se.
§4 Client obligations
- The client must provide Intechnica Consult GmbH with all information and documents necessary for the execution of the order; conscientiously, completely, free of charge and in good time.
- The client must draw attention to all processes and circumstances that could be of importance for or restrict the execution of the order.
- The execution of the order without fulfilment of the above points 1 and 2 is at the sole risk of the client, provided Intechnica Consult GmbH is not partly to blame.
- The client is not entitled to include third parties (on their behalf) in the contractual relationship with Intechnica Consult GmbH unless Intechnica Consult GmbH has provided a written consent to include the third parties listed.
§5 Terms of payment
Once the order has been completed and the invoice has been submitted, the order fee will be due for immediate payment or, (if a due date has been specified on the invoice), paid by the date specified without any deduction. When submitting an invoice for Intechnica Consult GmbH services, the applicable value added tax at the time of the final execution of the order (VAT) will be shown separately (on the invoice) and calculated and charged in addition to the agreed order fee.
- The order periods of Intechnica Consult GmbH are non-binding unless specific binding (and dated) periods has been expressly agreed in writing.
- If a delivery date or a delivery period or deadline, be it binding or non-binding, is exceeded, Intechnica Consult GmbH will only be in default, if Intechnica Consult GmbH is responsible for the delay in delivery. In the event of force majeure or other unforeseeable obstacles for which we are not responsible, there will be no recourse for delay in delivery.
With reference to any delay in delivery, the customer can only demand compensation for the damage caused by the delay, if Intechnica Consult GmbH can be proven to have acted with intent or gross negligence.
§7 Duration, Termination
- This contract shall commence with the signing of the service offer by Intechnica Consult GmbH and shall end, without the need for termination, with the complete provision of the service by Intechnica Consult GmbH.
- The right to terminate the contract for good cause (§ 626, § 627 BGB) remains unaffected. Termination must be submitted in writing. Electronic forms or requests in the form of a text are excluded.
- Intechnica Consult GmbH is entitled to terminate the contract for good cause if the customer refuses to cooperate as required, if the customer attempts to falsify the result of the Intechnica Consult GmbH service in an inadmissible manner, or if the customer suffers a financial collapse or defaults on payment.
- In the cases of clause 3, Intechnica Consult GmbH retains the claim of remuneration in the case of execution of works completed and due under the contract. The remuneration shall amount to 15 % of the contracted service not rendered, considering any expenses saved, unless the customer proves a lower contractual workload and higher saved expenses.
- As far as Intechnica Consult GmbH provides services, the parties agree that Intechnica Consult GmbH owes no specific success to the outcomes of the services provided, it is solely within the decision-making and risk area of the client to make the necessary decisions based on the services provided.
- Otherwise, Intechnica Consult GmbH can initially make use of the right to supplementary work (on the project) if defects occur within the warranty. If and only when the supplementary work is finally and seriously rejected, is not carried out on time, or should fail, the client has the right, at his option, to request a reduction in the remuneration or
cancellation of the contract under the statutory requirements. Further warranty rights are excluded.
- 1. Intechnica Consult GmbH is only liable for damage – irrespective of the legal basis if Intechnica Consult GmbH, their legal representative, vicarious agent, or subcontractor hasncaused this damage intentionally or through gross negligence, or if Intechnica Consult GmbH or its representative, vicarious agent or subcontractor has negligently caused a violation of duty.
- In the event of a breach of essential contractual obligations, obligation to pay compensation is limited to the foreseeable damage typical for the contract.
- Liability for indirect consequential damage including consequential damage typical of the contract is excluded. In addition, the liability of Intechnica Consult GmbH is limited to the value of the commissioned order amount:
- The exclusions and limitations of liability above DO NOT apply to (1) damage resulting from injury to life, limb, or health. (2) Other damage resulting from a grossly negligent violation of Intechnica Consult GmbH or an intentionally grossly negligent breach of duty by a legal representative or vicarious agents Intechnica Consult GmbH of as well as for (3) damages due to culpable violation of essential contractual rights and obligations within the meaning of § 307 Paragraph 2, No. 2 BGB (German Civil Code).
- Intechnica Consult GmbH is not liable to third parties unless they are included in the contract in accordance with § 4 figure 4 of these General Terms and Conditions of Business.
In the case of liability towards such third parties, § 9 figures 1 to 4 apply.
§10 Final provisions
- The place of performance for all claims from the contract is the headquarters of Intechnica Consult GmbH in Nuremberg.
- The exclusive place of jurisdiction for all legal disputes is Nuremberg. The same place of jurisdiction applies if the client does not have a general place of jurisdiction in Germany.
- The contract is only binding for the relationships between the contractual partners.
- German law applies to the contractual relationship. The uniform UN sales law is excluded.