General Terms and Conditions
The terms and conditions of the order apply to all offers and services of BPV GmbH and the affiliated companies (hereinafter referred to as BPV GmbH or “Consultants”) unless otherwise expressly agreed in writing or mandatory by law. Contradictory or deviating terms and conditions of the client are not accepted by BPV GmbH, unless BPV GmbH has expressly agreed to them in writing.
2. Obligation of confidentiality
1. The consultant and the client undertake to keep confidential about all facts concerning the contracting party which come to their attention in connection with the execution of the order, unless the other party releases him in writing from this obligation. The obligation of confidentiality shall continue even after the termination of the contractual relationship. (2) The obligation of confidentiality shall also apply to the employees of the consultant and the client to the same extent. (3) The obligation of confidentiality shall not apply to information which the other party has also demonstrably received or received from third parties or which was already generally known at the time of conclusion of the contract or which subsequently became generally known without breach of the obligation contained in this contract. (4) Legal rights to information and refusal of information remain unaffected.
1. The consultant shall carry out the contractually assumed services carefully in accordance with the principles of proper professional conduct, i.e. in compliance with the recognised rules of technology and with the application of scientific care. The consultant only owes a certain success if this is expressly agreed. (2) The client is obliged to check the services of the consultant and to report defects to the consultant in writing without delay, but no later than 14 days after the completion of the project. Hidden defects must be asserted in the same way immediately after discovery. 3. First of all, the consultant shall be given the opportunity to rectify the situation within a reasonable period of time. If the consultant fails to rectify the defects within a reasonable period of time and further attempts at rectification are unreasonable for the client, the client may, at his option, demand a reduction in the remuneration or withdraw from the contract. (4) Claims for defects do not exist in the event of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability or in the event of damage resulting from special influences which are not required by the contract. (5) Warranty claims of the client shall become time-barred at the end of 12 months after the completion of the project. This does not apply to the extent that the law requires longer periods of time, as well as in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty by the consultant and in the case of fraudulent concealment of a defect. The statutory provisions on the suspension of expiry, inhibition and new beginning of the deadlines remain unaffected.
4. Services of the Client
(1) The client hands over to BPV GmbH all documents and data that it needs for the performance of its tasks free of charge, provided that these are not the subject of the services to be provided by BPV GmbH. (2) The client must ensure that BPV GmbH is presented with the documents necessary for the performance of its activities in good time, that all information is provided to it and that it is also informed of all operations and circumstances relating to its services. This also applies to documents, processes and circumstances that only become known during the activities of BPV GmbH.
(1) Liability of the consultant beyond the culpable breach of essential contractual obligations, regardless of the legal reason, in particular due to breach of (other) obligations arising from the contractual relationship and from tort, is excluded. (2) This does not apply to the extent that liability is mandatory under law, e.g. in accordance with the Product Liability Act, in cases of intent, gross negligence and due to injury to life, body or health. (3) If BPV GmbH is liable for the culpable breach of an essential contractual obligation without intent or gross negligence or liability due to injury to life, body or health, the liability shall be limited to the foreseeable damage typical of the contract. The typically foreseeable amount of damage never exceeds the value of the order or – in the case of consulting and expert services, a maximum of €5,000 for financial losses, € 10,000 for planning services, € 15,000 for personal injury and € 10,000 for other damages (property and property damage). A change in the burden of proof to the detriment of the client is not connected with the above regulations. (4) The above limitations of liability also apply in the event of the fault of a representative or vicarious agent of BPV GmbH. (5) The client is obliged to notify damages and losses for which the consultant has to pay immediately in writing or to have them recorded by the consultant. (6) Insofar as the customer is entitled to claims for damages in accordance with this clause 5, these shall become statute-barred at the end of the limitation period applicable to warranty claims in accordance with clause 3 paragraph. 5 of these conditions. In the case of claims for damages under the Product Liability Act, the statutory statute of limitations applies.
6. Copyright and retention of title
(1) The client may only use the results of all services provided by the consultant for his own operational purposes and may not pass them on or publish them to third parties without the written consent of the consultant, unless the consent of the consultant to pass on to a particular third party already results from the content of the order or the result of the work. The use of the consulting services provided to companies associated with the client requires a separate written agreement. All other rights of use remain with the consultant. Insofar as work results are protected by copyright, BPV GmbH remains the author. The right of use is governed by the above conditions and is otherwise unlimited, irrevocable and non-transferable in time and place. (2) When the consultant’s presentations are published, the source “BPV GmbH” must be notified. (3) The consultant reserves sole ownership of the work results handed over to the client until all fees owed by the client under the contract have been fulfilled.
The remuneration (honorary, reimbursement of expenses and vat) of the consultant for his activity is the agreed remuneration, otherwise the usual remuneration (Section 612 (2) and Section 632 (2) of the German Civil Code). The consultant is entitled to demand appropriate advance payments on the agreed or usual remuneration.
Payments are to be made to the account of the consultant at Volksbank Unna, BLZ: 441 600 14, account No. 6486648700, IBAN DE74441600146486648700, BIC GENODEM1DOR, or any other specified account within 10 working days of receipt of the invoice without deduction.
9. Termination of the contract
(1) The contract ends by fulfilling the agreed services, by expiry of the agreed term or by termination. The contract does not end by death, by the occurrence of the inability of the client or with a company through its dissolution. (2) A contract concluded for an indefinite period may be terminated by any contracting party with a period of 4 weeks at the end of a calendar month. Termination must be in writing. Termination of a contract for a particular project is only possible for important reasons. The termination without notice must be declared in writing, stating the important reason. In this case, the client is obliged to remunerate the services already provided by the consultant at the time of termination and to assume the obligations entered into by the consultant, but not more than the agreed order amount. 10. Retention and publication of documents (1) The consultant shall keep the hand files for a period of 7 years after the end of the contract. 2. At the request of the client, the consultant shall hand over the hand files to the client within a reasonable period of time. The consultant may make and retain copies of documents which he returns to the client. 11. Final Provisions (1) The entire legal relationship is governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), even if the client is domiciled abroad. (2) The place of performance and the exclusive place of jurisdiction is Unna, Germany. (3) Amendments and additions to the contract must be made in writing and are only effective after legally binding signature by the client and BPV GmbH. This formal requirement can only be waived by a written agreement. (4) If individual provisions of the General Terms and Conditions are or should become ineffective, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes as close as possible to the desired objective.
As of: November 2020