General Terms And Conditions
General Terms and Conditions for Deliveries and/or Services (Permatech as Contractor) § 1 Scope These General Terms and Conditions are exclusive and legally binding components of all offers, orders, order confirmations and all contracts for work and delivery with the Contractor. The terms and conditions shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the goods or services. Counter-confirmations of the client with reference to his terms and conditions are hereby contradicted. Supplements, deviations and other ancillary agreements are only effective if the contractor confirms them in writing. § (1.) Offers made by the contractor are non-binding and subject to change until they are accepted. The contractor shall be bound by specially prepared offers for 2 months from their receipt by the client. Deviating agreements are permissible. (2.) The Principal shall assume responsibility for ensuring that, apart from the difficulties and risks named by him or recognisable to the Contractor, there are no circumstances which affect work safety, have a particular influence on the calculation or could make the work more difficult (e.g. deep foundations, dewatering, installations subject to vibration or explosion hazards, environmentally hazardous substances, supply lines, cables, connections to existing neighbouring buildings, etc.). If difficulties or obstructions of the aforementioned or similar kind occur during the execution of the work, the client is obliged to remove them immediately. If he does not comply with this obligation after the contractor has set a deadline, the contractor shall be entitled to remove them and to charge the client for the additional costs incurred on the basis of the personnel, material and equipment costs incurred. (3.) If the client provides personnel for support, he shall be responsible for ensuring that they are skilled and qualified. (4.) If work is to be carried out on Sundays and public holidays, the customer shall obtain the necessary permission from the competent authority and confirm the permission granted to the contractor in writing before commencing work. (5.) The contractor is entitled to revoke offers by written declarations; the revocation can only be declared as long as no acceptance has been made by the offeree. A contract shall only be concluded by offer and acceptance. § 3 Prices, price changes (1.) The prices of our offers are in each case in euros plus the statutory value added tax applicable at the time. (2.) In the case of work according to hourly rates, our employees shall submit the time sheets for the hours worked to the client or his representative on the construction site every working day for signature. If they are not present at the construction site, the time sheets shall be signed off by our operations manager or another supervisor on his behalf and sent to the client. Any objection to the hourly reports must be made to the contractor without delay. This regulation shall also apply to any hardship allowances. (3.) The contractor is entitled to adjust the prices appropriately if the original offer prices change. This applies to the following cases: - collectively agreed wage and salary changes - tax increases and increases in social security contributions - increase in purchase and procurement prices by more than 10% compared to the calculations on which the offer was based - change in energy costs, changed import/export fees or other official costs. (4.) Additional services will be charged separately. § (1.) Unless otherwise agreed, the contractor's invoices are payable 14 days after invoicing without deduction. (2.) The contractor is entitled to demand partial payments in accordance with the progress of his work amounting to a total of 90 % of the services rendered and verifiably proven. The individual instalment payments shall be paid within 14 days of receipt of the respective instalment invoice. The final payment shall be due within 30 days after receipt of the auditable invoice. (3.) If agreed terms of payment are not complied with, the contractor is entitled, without prejudice to further statutory rights, - to interrupt the work until payment has been made, - to carry out outstanding work only against advance payment, - to demand suitable securities, in particular to demand the granting of a security mortgage on the property of the client, - to withdraw from the contract after granting a reasonable period of grace or - to demand damages for non-performance. The contractor has the same rights if circumstances become known which are suitable to reduce the creditworthiness of the client and claims of the contractor from this contract are endangered thereby. (4.) If the Customer is in default, the Contractor shall be entitled to charge interest from the relevant point in time at the rate charged by commercial banks for open overdrafts plus the statutory turnover tax, but at least interest at 8% above the respective valid base rate. (5.) The contractor is entitled, despite any provisions of the client to the contrary, to first offset payments against their older debts. If costs and interest have already been incurred, the contractor is entitled to offset the payment first against the costs, then against the interest and finally against the principal claim. (6.) A payment shall only be deemed to have been made when the contractor can dispose of the amount. In the case of cheques, payment shall only be deemed to have been made when the cheque has been cashed. § (1.) The contractor shall notify the client without delay of events of force majeure or interruptions for which the client or third parties are responsible. The contractor and the principal shall be obliged to adjust the contract accordingly; in particular to extend the time of completion by the duration of the hindrance and a reasonable start-up period. (2.) Force majeure shall be deemed to include strikes, lock-outs, mobilisation, war, shortages of fuel and operating materials, fire, traffic blocks, transport disruptions and other circumstances for which neither the contractor nor the client is responsible. (3.) If the foreseen deadlines are not met for reasons for which the contractor is responsible, the customer shall set him a period of grace in writing. After fruitless expiry of the deadline, the client may withdraw from the contract for those services which the contractor has not provided by the expiry of the deadline. Compensation for damages shall be limited to 5 % of the value of the services not rendered, unless the contractor is liable due to intent or gross negligence. § 6 Transfer of Ownership (1.) The entire parts to be reused or recycled located in the deconstruction/dismantling object shall become the property of the Contractor upon separation of the individual components from the property, if there are no other contractual provisions. This does not apply to material to be reused for backfilling excavations in the dismantling object or to environmentally hazardous or polluted materials and hazardous waste. (2.) The pricing is based on the utilisation of individual parts of the object or the utilisation of the entire object. After inspection and measurement of the deconstruction object by the contractor, the client is no longer entitled to remove usable parts from the deconstruction object. (3.) If usable parts are removed from the object after inspection and measurement, the contractor is entitled to withdraw from the offer or from the order or, optionally, to demand compensation in money. The contractor shall set the client a reasonable period of grace for the return of the usable parts. § 7 Technical execution (1.) The order shall be executed in compliance with the relevant provisions of public and in-house safety, occupational health and safety as well as the regulations of the competent trade associations and authorities. (2.) The technical execution shall be carried out on the basis of the documents (plans, items, scope of services, etc.) provided or listed by the principal. The Client shall provide the Contractor with all information and written documents required for the safe execution of the work. (3.) Environmentally harmful and hazardous (contaminated) substances, the removal of which becomes necessary during the execution of the work, must be communicated by the client in terms of type and scope before the order is placed. The proper removal of these substances is not part of our offer, unless expressly stated otherwise therein. § 8 Acceptance After notified completion, the work shall be accepted by the client within 10 days. Acceptance can take place without form or tacitly. This shall be assumed in particular if the work is put into use in whole or in part or if subsequent work is commenced. § 9 Warranty (1.) If the principal justifiably asserts defects, the contractor shall be entitled, at his discretion, either to rectify the defect or to agree to a reasonable reduction of the remuneration. The Principal may demand an appropriate reduction of the remuneration if the rectification carried out by the Contractor does not lead to the desired success. Further claims for damages shall be excluded as a matter of principle. This shall also apply to indirect and/or consequential damages, unless the damage incurred is due to intentional or grossly negligent conduct on the part of the contractor or his vicarious agents. In any case, the Contractor's liability for damages for performance shall be limited in accordance with § 10 of these GTC. (2.) The Principal shall not be entitled to any warranty claims if 1. the Principal remedies defects himself or has them remedied by third parties without the prior approval of the Contractor, 2. the Principal refuses to allow the Contractor to remedy the defects, 3. objects are put into operation before the Contractor has had the opportunity to inspect the defect asserted in these objects, 4. the defect has its cause in an incorrect instruction by the Principal or is attributable to unsuitable material provided by the Principal. (3.) Claims other than warranty claims must be notified to the contractor in writing immediately after knowledge, but at the latest within a period of 30 days after acceptance. Also for such claims, the liability of the contractor is limited to a maximum of the sums resulting from the following § 10. § 10 Liability The Contractor shall be liable for claims for damages of any kind, including those arising from tort, only in accordance with the following provisions: The liability to pay compensation shall be limited to the services provided within the amount covered by the liability insurance. The amount of cover of the liability insurance shall be € 10,000,000.00 for - personal injury and damage to property - processing damage/damage to activities € 1,000,000.00 - environmental liability € 10,000,000.00 Contractual or statutory claims for damages shall only exist in the event that the Principal proves that damage was caused by the Contractor through at least grossly negligent conduct. § 11 Duties of the Contractor's Employees The Contractor shall oblige its employees to refrain from doing anything that could disturb the industrial peace of the Principal. The Contractor's employees shall maintain secrecy about the knowledge gained in the course of the execution of the order about internal processes, working conditions, production processes, remuneration and technical processes. The Contractor's employees are instructed to observe the accident prevention, safety and other protective regulations applicable to the Client. The Contractor is a member of the Employers' Liability Insurance Association for Wood and Metal, Isaac-Fulda-Allee 18, 55124 Mainz, Germany, membership number 322140020. 12 Applicable Law, Place of Jurisdiction (1.) These Terms and Conditions and the entire legal relationship between the Contractor and the Client shall be governed exclusively by the law of the Federal Republic of Germany. The applicability of the uniform international sales law is expressly excluded. (2.) The place of performance and jurisdiction for deliveries and/or services and payments is Grenzach-Wyhlen. In the event of all disputes arising from the contractual relationship, if the Purchaser is a registered trader, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the Contractor. The Contractor shall also be entitled to bring an action at the Customer's place of business. § 13 Severability clause Should any provision of these terms and conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.