General Terms and Conditions of BANATENG GmbH and BANAT ENGineers SRL
These terms and conditions apply to all current and future business relationships with entrepreneurs. Entrepreneurs within the terms and conditions of business are natural persons, legal entities or partnerships with legal capacity, with whom business relationships are entered into that are in the exercise of a commercial or independent professional activity. Deviating, conflicting or supplementary terms and conditions, even if known, are not part of the contract, unless their validity is expressly agreed in writing. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply. If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, our place of business is the place of fulfillment and the place of jurisdiction, unless otherwise stated in the order confirmation; however, we are entitled to sue our contractual partner also at its court of jurisdiction.
Unless otherwise agreed, our offers are non-binding. The subject of the contract is the agreed (advisory) activity specified in the contract, not the achievement of a certain economic success. Our services are provided when the necessary analyzes, the resulting conclusions and the recommendations are worked out and explained to our client. It is irrelevant whether or when the conclusions or recommendations are implemented. Data supplied by third parties or by the client will only be checked for plausibility. The conclusions and recommendations to be derived from the investigations are made to the best of our knowledge and according to accepted rules of science and practice. Unless otherwise agreed, we can use expert subcontractors for the order execution, whereby we always remain directly obliged to the client. In addition, we decide at our own discretion which employees we use or exchange for the provision of services owed.
We are only then obliged to take account of requests for changes made by our client, if this is reasonable within the scope of our operational capacities, in particular with regard to the effort and the time schedule. Insofar as the examination of the possibilities of alteration or the realization of the desired changes has an effect on the terms of the contract, in particular on our efforts or the timetable, the parties shall agree on an appropriate adaptation of the contract terms, in particular increase in remuneration and postponement of appointments. Unless otherwise agreed, in this case we will perform the services due without consideration of the change requests until the contract has been adapted. If a comprehensive examination of the extra effort is necessary, we are entitled to request a separate commission for this purpose. Changes or additions to the order require the written form to be effective. Protocols relating to such discussions or project coverage will only meet this formal requirement if they have been signed by both contract parties or their authorized representatives.
We have a duty to maintain confidentiality about any information or business secrets of our client that we have identified as confidential in connection with the order. This obligation does not extend to facts which are obvious or generally known or whose meaning requires no secrecy. It also does not apply insofar as they have to be disclosed in a public procedure or for the enforcement or defense of claims arising from the contractual relationship. The transfer to third parties not engaged in the execution of the contract may only be made with the written consent of our client. In this regard, we are obligated to oblige all persons employed to carry out the order to comply with this provision. We are authorized, in the context of the purpose of the order, to process the personal data entrusted to us in compliance with the data protection provisions or to have it processed by third parties.
Our clients are obliged to support us to the best of their ability and to create all the conditions necessary for the proper execution of the order; in particular, our clients must provide all documents necessary or important for the execution of the order in due time. Upon request, our client has to confirm in writing the correctness and completeness of the documents, information and verbal explanations submitted by him.
The payment for our services as well as the details of the payment method are agreed on a case-by-case basis. A fee to be paid according to the degree of success or only in case of success is – unless otherwise agreed – excluded. Unless otherwise agreed, in addition to the fee claim, we are entitled to reimbursement of expenses. Unless otherwise agreed, invoices are due to be invoiced and are payable immediately without deduction. The legal value added tax must be added to all price details and must be shown separately in the invoices. Several clients (natural and/ or legal persons) are jointly and severally liable. A set-off against our claims for remuneration and reimbursement of expenses is only admissible with undisputed, legally binding claims.
We shall only be liable for damages caused by us, our legal representatives or vicarious agents due to slight negligence if and insofar as these are based on the violation of such obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the client may regularly rely on. Incidentally, we are only liable for damages if and insofar as they have been caused by us, our legal representatives or vicarious agents intentionally or negligently. The liability of the contractor is always limited to such damage, with which he had reasonably expected. These limitations of liability do not apply to culpable injury to life, body or health or guarantees. We are not liable for the improper application or implementation of the recommendations contained in the scope of the services or in the working documents by the client. Claims for damages can only be asserted within one year after our client has become aware of the damage and the event giving rise to the claim or would have to obtain it without gross negligence. This does not apply in cases of gross negligence, intent or malice.
We must ensure that the reports, organization charts, designs, drawings, statements and calculations produced by the contractor in the context of the contract are used only for the contractually agreed purposes and are not duplicated, processed, translated, reprinted, passed on or disseminated on a case-by-case basis without explicit consent. The use of the consulting services provided for companies affiliated with the client requires an express written agreement. As far as work results are copyrightable, we remain the author. In these cases, the contractor receives limited, and in any case temporally and locally unlimited, irrevocable, exclusive and non-transferable rights to use the work results.
Until the full settlement of our claims, we have a right of retention of the documents provided to us, but their exercise is unlawful if the retention would inflict a disproportionately high, unjustifiable damage on our client, weighing both interests. After settlement of our claims under the contract, we have to hand over all documents that the client or a third party has given us on the occasion of the order execution. This does not apply to documents that can be used in follow-up projects. Our obligation to retain documents expires six months after delivery of the written request for collection, otherwise three years, in the case of documents retained pursuant to § 9 paragraph 1 five years after termination of the contractual relationship.
The contract for offered seminars/ workshops is due to written registration of the participant and written confirmation by us to conditions. Registrations are always considered in the order in which they were received. If an application can not be considered, this will be communicated immediately. Our offers for in-house seminars/ workshops are made in writing and, unless otherwise agreed, remain valid for three months from the creation date of the offer. For in-house seminars/ workshops, the organization is responsible to the client. He has to provide in particular for the seminar equipment (beamer etc.) as well as for the other conditions (requirements at the room, size, catering etc.). The client must comply in particular with the agreed maximum number of participants. The participant can cancel until one day before the beginning of the event. We will then be entitled to reasonable compensation, which we will only charge if canceled less than ten working days before the start. This amounts to 50% of the agreed participation fee. For cancellations shorter than five working days before the start of the event, the full participation fee must be paid. The participant is free to prove that we have incurred no or a lower damage. In-house seminars/ workshops can be canceled free of charge up to four weeks before the event. Up to three weeks before the appointment, the contracting party may appoint a replacement date once, otherwise we will charge the already made preparation costs. In case of no-show or cancellation less than three weeks before the start of the event, 50% of the agreed fee will be charged. In the case of no-show or cancellation less than five working days before the start of the event, we will charge the full seminar/ workshop fee. The contracting party is free to prove that we have incurred no or a lower loss. Participation in an event is transferable at any time. We reserve copyrights to the workbooks and documents accompanying the event; such documents may not be photocopied or electronically reproduced. These are only intended for the personal use of the course participants and may not be passed on to third parties. The content and sequence of offered events as well as the use of our trainers can be changed as far as it is reasonable while preserving the overall character of the event, without resulting in any rights of our client. We are entitled to withdraw from the contract for good cause, irrespective of any other reason, in particular if there are insufficient applications for an event (usually less than six participants) or if the event must be canceled for other reasons for which we are not responsible. In these cases, already paid participation fees will be fully refunded, and the participants are not entitled to compensation.
Events of force majeure, which make the service substantially more difficult or at times impossible, entitle the respective party to postpone the fulfillment of its services by the duration of the hindrance and a reasonable start-up time. Force majeure is equal to labor disputes and similar circumstances insofar as they are unpredictable, serious and without fault. The parties immediately inform each other of the occurrence of such circumstances.
Unless otherwise agreed, the order can be terminated by the customer at any time, by us with a notice period of 14 days to the end of the month. The right to extraordinary termination remains unaffected.
Rights arising from the contractual relationship with us may only be assigned after prior written consent. Changes or additions to these conditions or the contract must be made in writing and must be expressly marked as such. Section 3 paragraph 4 remains unaffected.