Terms & Conditions

for SMETAN engineering

 

§1 Sphere of Action

The Consulting Agency’s General Terms and Conditions (GTC) apply for the entire business volume with our customers, hereinafter referred to as „clients“. The clients automatically accept these General Terms and Conditions, which are valid for the duration of the business relationship.



§2 Order Placement and Service


2.1 Basis of the business relationship is the particular consultancy agreement or, respectively the written order from the client, issued to the Consulting Agency, that which contains the scope of service as well as the fees.

2.2 The client can issue orders as follows:

• By telephone

• By post

 

• By fax
 
• By E-Mail
        
The Consulting Agency also accepts informal orders. After receipt of the order, the client will be issued an order acknowledgement document by e-mail. With this order acknowledgement the order is regarded as accepted and the consultancy agreement as being established. This order acknowledgement is relevant for the delivery date.

2.3
In the case of special requirements the Consulting Agency calls in external consultants, whom they respect from many years of co-operation. In such cases the business relationship remains existent between the clients and the Consulting Agency, unless otherwise specified.

2.4 Actualization and changes of quotations and orders will be recorded in writing between the parties concerned and is seen as an additional agreement becoming part of the contractual relations between the Consulting Agency and the client.



§3 Prices

In all prices of the Consulting Agency’s services the statutory VAT of at present 19% is not included.


§4 Payments and Due Dates

4.1 The Consulting Agency’s right to payment accrues for every individual service, as soon as this has been produced by the Consulting Agency. All services, which are not stated explicitly as being part of the agreed price, are ancillary, and have to be paid for separately.

4.2 As soon as the invoice is tendered to the client, the price is due for payment.

4.3 The client will also be in default without a reminder, if payment is not effected within 30 days after due date and receipt of invoice. In this case the Consulting Agency is entitled to claim for late fees at the legal interest rate.

4.4 The client is only entitled to charge up and repress similar receivables, in the case that they are legally ascertained and indisputable. For extraneous receivables the right of retention is limited to receivables of the identical contractual relationship.


§5 Terms of Delivery and Dates

5.1
Terms of Delivery shall pertain to target dates respectively prospective deadlines, based on the best of the Consulting Agency’s knowledge of the business. It is the Consulting Agency’s intention to provide their services within 10 working days after receipt of a confirmed order.

5.2 Failure to comply with a “due” date only entitles the client to the assertion of his statutory rights, and that only, if an appropriate extension is allowed to the consultancy.


§6 Co-operation obligation of the client

The client places all documentation, information and material at the Consulting Agency’s disposal that is needed for the execution of the order.


§7 Clause of Discretion


The Consulting Agency is committed to observe secrecy concerning any information of operational, commercial, or of private nature, imparted during the consultancy. This obligation on discretion is also valid for the Consulting Agency’s agents. The confidentiality agreement remains valid even after termination of the contract, and it can only be broken in writing by the client. Furthermore the Consulting Agency is committed to safekeeping of all documents placed at their disposal for the purpose of the consultancy; also for the safekeeping of these documents against intrusion by third parties. No papers, documents or similar materials put at the Consulting Agency’s disposal by the client will be returned to the client.


§8 Liability

8.1 The Consulting Agency is liable in the case of intent or grossly negligent behaviour according to the legal requirements. Liability for warranties will be effected regardless of negligence or fault. In the case of slight negligence the Consulting Agency will only be liable according to the provisions of the Product Liability Act, concerning the infringement of life, limb or health or concerning the breach of essential contractual duties. The claim for damages for the slightly negligent breach of essential contractual duties, however, is limited to contractually typical, predictable damages, in so far as there is no liability concerning infringement of life, limb or health. For the default by agents and representatives liability of the Consulting Agency will be in identical scope.

8.2 The arrangement of the paragraph above (8.1) extends to compensation besides the service, compensation in lieu of the service, and the claim for indemnification due to unnecessary expenditure, irrespective of legal basis, including liability due to defects, delay or impossibility.


§9 Notification of Defects

9.1 In the case that the client does not claim for any objectively existing, severe defects within 30 days after the execution of the order, the order is to be regarded as ultimately discharged.

9.2 Should the client put the service completely into question, the criticism must be substantiated through a reputable counter opinion effected by a third party.

9.3 Provided that a notice of defects will occur, the Consulting Agency must be allowed the opportunity for subsequent improvement. Should subsequent improvement verifiably fail, the client is entitled to abatement or conversion.  In either case the liability is limited to the amount of the corresponding order. The Consulting Agency will not account for liabilities, which are based on copyright infringement or third party claims.

9.4 In the case that the delivery time has been prolonged inappropriately – here the individually agreed delivery time is used as a guideline – and the Consulting Agency was unable to meet an appropriate extension of time, that which had been communicated by the client in writing, then the client is entitled to the cancellation of the contract.


§10 Severability Clause

Should one of the terms of these General Terms and Conditions be or become invalid, the remaining terms will not be affected hereof. In lieu of the invalid term a provision should come into effect, which will, within that which is legally allowed, be as close as possible to the will and interest of both parties.


§11 Applicable Law

For the privity of contract between the client and the Consulting Agency exclusively the German law will apply.


§12 Place of Fulfilment and Legal Venue

12.1 Place of fulfilment is the place of the Consulting Agency in Rehlingen-Siersburg.

12.2 As legal venue for all indirect or direct disputes arising between the client and the Consulting Agency, the local court having jurisdiction for our venue in Rehlingen-Siersburg will be concerted.

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