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1. General
The following conditions
shall apply to the agreed services including consultation, information,
deliveries and the like and to auxiliary services and other subsidiary
contractual obligations performed in execution of the contract. No
general terms and conditions of the client shall form part of the
content of the contract even if they are not further expressly
repudiated by TÜV Rheinland Industrie Service GmbH.
2. Offers
Until final conclusion of
the contract or written confirmation of the order, offers made by TÜV
Rheinland Industrie Service GmbH, particularly as regards scope,
execution, prices and time
limits, shall remain conditional and shall not be binding.
3. Scope of performance
The scope of
the performance shall be decided solely by a unanimous declaration
issued by both parties. If no such declaration exists, then the written
confirmation of order by TÜV Rheinland Industrie Service GmbH, or, if
no such confirmation has been issued, the written order from the client
shall be decisive. The agreed services shall be performed in accordance
with the generally recognised rules of technology and in compliance
with the regulations in force at the time of confirmation of the order
- unless otherwise expressly agreed in writing.On execution of the
operations there shall be no simultaneous assumption of any guarantee
of the correctness (proper quality) and working order of either tested
or examined parts nor of the installation as a whole; in particular, no
responsibility shall be accepted for design, choice of materials and
building of installations examined, unless these questions are
expressly covered by the contract. In the case of inspection work, TÜV
Rheinland Industrie Service GmbH shall not be responsible for the
accuracy or checking of the safety programmes or safety regulations on
which the inspections are based, unless otherwise expressly agreed in
writing.
4. Performance times and deadlines
The
performance times and deadlines agreed in the contract shall be based
on estimates of the extent of the work according to particulars
supplied by the client. They shall be binding only if TÜV Rheinland
Industrie Service GmbH gives written confirmation that they are binding.
5. Cooperation
The client shall
guarantee that all cooperation required of him, his agents or third
persons will be provided in good time and at no cost to TÜV Rheinland
Industrie Service GmbH. Design documents, supplies, auxiliary staff,
etc. necessary for performance of the services shall be made available
free of charge. Moreover, the cooperative acts of the client must
correspond to the legal provisions, standards, safety regulations and
accident prevention
rules applicable in each case. The client shall
bear any additional cost incurred on account of work having to be
redone or being delayed as a result of tardy, incorrect or incomplete
information or lack of proper cooperation. Even where a fixed or
maximum price is agreed, TÜV Rheinland Industrie Service GmbH shall be
entitled to charge extra for such additional
expense.
6. Confidentiality
TÜV Rheinland
Industrie Service GmbH and its employees are bound not to disclose any
facts which come to their knowledge as a result of the order. Written
documents, drawings,
plans, etc. made available to TÜV Rheinland
Industrie Service GmbH and relevant to the execution of the order may
be copied (photocopied) for the records of TÜV Rheinland Industrie
Service GmbH.
7. Copyrights
All copyrights
including joint copyrights to expert opinions, test results,
calculations, descriptions etc. produced by TÜV Rheinland Industrie
Service GmbH shall remain with TÜV Rheinland Industrie Service GmbH.
Expert reports, test results, calculations, descriptions etc. produced
in connection with the order may be used by the client only for their
agreed intended purpose.
8. Invoicing
If the scope of
performance is not laid down in writing when the order is placed,
invoicing shall be based on expenses. If no payment is agreed in
writing, invoicing shall be in accordance with the TÜV Rheinland
Industrie Service GmbH price list valid at the time of performance. If,
during execution of a contract, changes in remuneration determined by
agreed pay scales and/or reduced working hours without pay cuts lead to
changes in costs, TÜV Rheinland Industrie Service GmbH shall be
entitled to adjust its prices to the new cost situation. For work
performed after the effective date of the price increase the new prices
shall apply. New prices may also be charged so long as a firm agreed
total price is not exceeded. In the case of single inspections, work
shall be invoiced weekly and in the case of contracts generally monthly
according to the progress of the work. If the execution of a contract
extends over more than one month and the value of the contract or the
agreed fixed price exceeds Euro 2.500.00, TÜV Rheinland Industrie
Service GmbH may emand payments on account or installments.
9. Payment terms
All invoice amounts
shall be due for payment without deduction on receipt of the invoice.
No discounts shall be granted. Only legally established and undisputed
claims may be offset against claims by TÜV Rheinland Industrie Service
GmbH. Payments shall be made to the bank account of TÜV Rheinland
Industrie Service GmbH as indicated on the invoice, stating the invoice
and customer numbers. Objections to the invoices of TÜV Rheinland
Industrie Service GmbH shall be submitted in writing within 2 weeks of
receipt of the invoice.
10. Acceptance
Any part of the work
ordered which is complete in itself may be presented by TÜV Rheinland
Industrie Service GmbH for acceptance as an installment. The client
shall be obliged to accept it immediately. If the client fails to
fulfill his acceptance obligation immediately, accceptance shall be
deemed to have taken place 4 calendar weeks after performance of the
work if TÜV Rheinland Industrie Service GmbH has particularly made the
client aware of the aforementioned deadline upon performance of the
service.
11. Liability
The liability of TÜV
Rheinland Industrie Service GmbH for all damage in connection with a
contract shall be limited to a total of Euro 2,5 million, unless the
damage was caused intentionally or by gross negligence. This limitation
on liability shall not apply to the absence of guaranteed qualities.
The limitation on the liability of TÜV Rheinland Industrie Service GmbH
shall be similarly applicable to its employees, agents, managerial
staff and constituent bodies. TÜV Rheinland Industrie Service GmbH
shall not be liable for personnel made available to it by the client
for the inspection or supervision of an installation or facility
operated by him unless the personnel made available are deemed to be
agents of TÜV Rheinland Industrie Service GmbH. Where TÜV Rheinland
Industrie Service GmbH is not liable for personnel made available in
accordance with the preceding sentence, the client shall indemnify TÜV
Rheinland Industrie Service GmbH for any claims by third persons.
The limitation period for compensation claims shall be in accordance with the statutory provisions.
12. Other provisions
The
contractual relationship shall be governed by German law. Where the
conditions of § 38 of the Code of Civil Procedure are met, the place of
jurisdiction shall be that of the registered office of TÜV Rheinland
Industrie Service GmbH in Cologne. The place of performance shall be
the place where the agreed services are to be performed, or otherwise
the registered office of TÜV Rheinland Industrie Service GmbH. In order
to be effective, subsidiary oral agreements must be confirmed in
writing. Contract amendments and additions including an amendment to
this written form clause must be in writing in order to be effective.
The client shall agree that TÜV Rheinland Industrie Service GmbH may
file and process data relating to persons within the meaning of the
Federal German Data Protection Law for its own purposes. If provisions
of this contract or a provision that is adopted to it in the future are
wholly or partially not legally effective or not practicable or if they
lose their legal effectiveness or practicability at a later date, the
validity of the other provisions of the contract will not be affected
by this. The same is true if it should be determined that the contract
has a loophole in its provisions. The parties are obligated to agree
upon an appropriate provision in place of the ineffective or
impracticable provision or to close the loophole with a provision,
which most nearly fulfills the initial wishes of the contract parties
or what they would have wanted according to the purpose of the contract
had they considered the item upon conclusion of this contract or during
the subsequent adoption.
(Version 20/10/2006)
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