General Terms & Conditions
Hülsmann, Lehmann, Mutschlechner & Zimmerer Ingenieurgesellschaft bR
§ 1 - Scope
(1) The following General Terms and Conditions shall apply to all contractual transactions entered into by Hülsmann, Lehmann, Mutschlechner & Zimmerer Ingenieurgesellschaft bR (hereinafter referred to as the "Contractor") with its contractual counterparty (hereinafter referred to as the "Client"). The version in force at the time of contract formation shall govern.
(2) In the event of the existence of individual contractual provisions that deviate from or conflict with the following General Terms and Conditions, the individual contractual provisions shall take precedence.
§ 2 - Subject Matter of the Contract
(1) The collaboration between the contracting parties shall be established and regulated through the execution of individual contractual agreements.
(2) The Contractor shall assume responsibility for the payment of social security contributions and taxes, with the Client being exempt from any such obligations.
(3) The Contractor retains the option to provide services for other clients.
§ 3 - Offers and Conclusion of Contracts
(1) Offers extended by the Contractor shall remain non-binding. The establishment of a contractual relationship between the Client and the Contractor occurs when the Client accepts the non-binding offer (order) and subsequently confirms it in writing.
(2) The acceptance of the non-binding offer provided by the Contractor shall be deemed a legally binding solicitation by the Client for the execution of a service contract under the terms contained in the non-binding offer. The Client shall remain bound by this solicitation until it is accepted or rejected by the Contractor, not to exceed four weeks, unless the Client specifies an alternative binding period.
(3) In lieu of accepting the non-binding offer, a service contract jointly signed by both the Client and the Contractor may take precedence. In such an instance, the precise delineation of tasks, remuneration amounts, payment deadlines, notice periods, as well as the initiation and termination of the contractual relationship, shall be dictated by this service contract.
§ 4 - Scope of Services and Obligation of the Contracting Parties
(1) The services to be rendered by the Contractor and the timeframes for their provision shall be determined in accordance with the service contract.
(2) The Contractor shall periodically inform the Client or respond to the Client's request regarding the progress of the undertaken activities.
(3) In the event that the Contractor finds it unfeasible to provide a service as stipulated in the service contract or encounters impossibility in meeting an agreed-upon deadline for performance, the Contractor shall promptly notify the Client thereof. The same applies if the Contractor is unable to fulfill the service within an agreed-upon performance timeframe.
(4) In order to ensure an efficient and seamless workflow, the contracting parties shall guarantee the mutual provision of all information, data, and details essential for the fulfillment of the contractually agreed-upon services.
(5) Adherence to agreed-upon performance deadlines necessitates the timely and comprehensive provision of all requisite information and data by the Client to the Contractor and the adherence to payment conditions.
(6) The Contractor is authorized to engage third parties in fulfilling contractually agreed-upon services. Such action does not give rise to a direct contractual relationship between the third party and the Client.
(7) Copyrights pertaining to works created by the Contractor and by third parties commissioned by the Contractor shall remain vested in the Contractor. The Client is not entitled to disseminate or reproduce these works without the explicit consent of the Contractor. In the event of a breach of these provisions, the Contractor reserves the right to immediate premature termination of the contractual relationship and the pursuit of other legal claims, particularly injunctive relief and damages.
(8) Modifications to the service contract are exclusively required to be in writing. Verbal side agreements shall not exist.
§ 5 - Remuneration and Payment Terms
(1) The amount of remuneration shall be determined in accordance with the fixed price, hourly rate, or performance-dependent remuneration agreed upon within the service contract. All prices are exclusive of statutory value-added tax.
(2) Reimbursement of cash expenses, outlays, travel expenses, subsistence, and similar costs by the Client shall be separately stipulated in the service contract.
(3) In the event that the provision of contractually agreed-upon services is omitted due to reasons attributable to the Client, the entitlement to payment of the contractually agreed-upon remuneration, minus saved expenditures, shall remain in force.
(4) All cost estimates are non-binding and are based on an evaluation of the scope of services conducted by the Contractor to the best of their knowledge and belief.
(5) Value-added tax shall be invoiced at the legally applicable tax rate. Should the Client be exempt from value-added tax, the Client is obligated to provide proof of exemption and their value-added tax identification number prior to concluding the service contract. In the absence of timely and complete notification, value-added tax shall be calculated at the legally applicable tax rate.
(6) The Contractor commits to issuing invoices that are eligible for input tax deduction, encompassing all legally mandated particulars. The Contractor is authorized to transmit invoices electronically. The Client expressly consents to the receipt of invoices in electronic form from the Contractor.
(7) Invoices are to be settled within 30 days from the date of the invoice, unless otherwise stipulated in individual contractual provisions. In cases of payment default, the statutory default interest rate pursuant to § 288 (2) of the German Civil Code shall apply.
§ 6 - Liability
(1) The Contractor shall be liable for damages resulting from intentional acts and gross negligence.
(2) For ordinary negligence, the Contractor's liability shall be limited to cases where material contractual obligations are breached, except in instances involving harm to life, body, or health. In such cases, liability is restricted to typical and foreseeable damages.
(3) Beyond the foregoing, liability is excluded, unless a legally mandatory, strict liability applies.
(4) The limitation period for claims and rights arising from defects, regardless of their legal basis, is one year. The limitation period commences upon completion of the service to be provided as per the service contract.
(5) Upon discovering inaccuracies and deficiencies in services rendered by the Contractor, the Contractor is both entitled and obliged to rectify them. The Client's claim in this regard shall expire six months after the provision of the respective service.
§ 7 - Confidentiality
(1) The Contractor commits to maintaining strict confidentiality regarding all information that becomes known to them in connection with their activities for the Client, even following the termination of the contractual relationship, unless the Client expressly releases them from this duty of confidentiality.
(2) The Contractor is exempt from the duty of confidentiality concerning their assistants and representatives, though they are fully obligated to uphold this duty.
10th January 2024
The German version of our General Terms and Conditions is legally binding. In case of any discrepances or legal disputes, the German version prevails. Our General Terms and Conditions are governed by German law.