General Terms and Conditions of Business for Consultancy Services - Status 01.01.2009
Automotive Claim Consulting GmbH, hereafter referred to as "contractor"
1.1 The general terms and conditions relating to the commission apply to all consultancy quotes submitted by the contractor and for all contracts between the contractor and his client, irrespective of the contents and legal nature of the consultancy work quoted for and contractually accepted.
1.2 Insofar as consultancy contracts or quotes from the contractor contain written requirements which differ from the following general terms and conditions of the work commissioned, the contractual regulations individually quoted or agreed take precedence over these general terms and conditions.
2. Support obligations
2.1 The client is obliged to support the contractor to the best of their ability and, within their company environment, to provide all the pre-requisites necessary for the contracted work to be carried out correctly; in particular all the documentation necessary or important for carrying out the commissioned work must be made available in good time.
2.2 If so requested by the contractor, the client must give confirmation in writing that the submitted documentation as well as their information and verbal statements are correct and complete.
3. Duty to maintain confidentiality / data protection
3.1 With no time limit having been imposed, the contractor is obliged to observe strictest silence regarding all information marked confidential or business or company secrets of the client which are made known to him in the context of the commissioned work. This information may be made known to a third party not involved with the work only with the written consent of the client.
3.2 The contractor undertakes that any persons employed by him to undertake the commissioned work will promise to uphold this requirement.
3.3 Within the context of the commissioned work, the contractor is authorized to assimilate the data entrusted to him which relates to specific persons, bearing in mind the requirements regarding data protection or to have the assimilation carried out by a third party.
4. Payment / terms and conditions of payment / charge
4.1 The fee for the contractor's services is calculated in accordance with the time taken to carry out the commissioned work (hourly fee) or as a fixed price agreed in writing. Payment of a fee in accordance with the level of with the level of success or only if the outcome is successful, is always ruled out. Unless otherwise agreed, in addition to the fee, the contractor is entitled to claim expenses. Details of the method of payment are set out in the contract.
4.2 All payments are due on submission of the invoice and are payable immediately with no discount. Sales tax at the statutory rate must be added to all prices and shown separately on the invoices.
4.3 If there are several clients (natural and/or legal persons), they are liable as joint debtors.
4.4 An off-set against the contractor's claims for payment and reimbursement of expenses is only permissible with claims which are not disputed or which have been finally and absolutely defined or regarding which a decision is about to be reached.
5. Obstacles, delay, impossibility
5.1 The contractor may fall behind with his commissioned work only if definite completion dates have been agreed as a fixed date and the contractor is responsible for the delay. The contractor is not responsible, for example, for unforeseen withdrawal of the consultant selected by the contractor to work on the project, force majeure and other occurrences which were unforeseen when the contract was signed and which make the agreed service to be provided temporarily impossible or extremely difficult. Force majeure includes strike, lock-out and similar circumstances which affect the contractor either directly or indirectly, in so far as these actions are not against the law and had not been caused by the contractor.
5.2 If the obstacles are of a temporary nature, the contractor is entitled to defer the commissioned work until the issue has been resolved and by an appropriate start-up period. If, on the contrary, it is not possible for the contractor to start work for a long period within the context of Sect. 5.1, the contractor is freed of their contractual obligations.
5.3 In so far as a breach of duty is caused by the contractor within the context of §280 BGB, Section 6 also applies.
6.1 If any consultancy errors result from the fact that the client has not fulfilled their duty of supporting the contractor - either not at all, not wholly or not on time, then the contractor is no longer liable. If there is a dispute, the client will provide evidence of complete and timely fulfilment of all obligations to support the contractor. The contractor, will also not accept liability for possible claims from the client which are based on non- observance of the duty of protection as per Sect 3.
6.2 The contractor is liable for claims from the client only if, and in so far as, they have been caused by the contractor deliberately or as a result of gross negligence. If there is a dispute, the client will provide evidence.
6.3 All possible claims for damages against the contractor are limited to a maximum 3 years. The limitation period commences when the claim is acknowledged, but at the latest, when the work, as stipulated in the contract, is concluded.
6.4 Any successful co-operation resulting from the consultation cannot be guaranteed by the contractor in view of the nature of the respective task in hand.
7.1 Rights from the contractual relationship with the contractor may be transferred only after prior agreement in writing.
7.2 The Law of the Federal Republic of Germany alone applies to all claims arising from the contract.
7.3 Amendments and additions to these terms and conditions or to the contract must be in writing and must be expressly marked as such.
7.4 The place of jurisdiction for all disputes arising from the contract is the Head Office of the contractor.
7.5 The client's general terms and conditions of business do not apply to the contractor even if the contractor does not expressly object to his being included.