All INTECHNICA Cert GmbH services are subject to these terms and conditions. Contrary or otherwise divergent terms and conditions of the client will not be recognised, unless they had been explicitly confirmed in writing. They are valid for subsequent orders as well as ongoing business relationships.
§ 2 Ordering
INTECHNICA Cert GmbH regards orders as binding if and when the relevant INTECHNICA Cert GmbH offers are confirmed in writing. Amendments, additions and additional verbal agreements have to be confirmed in writing, too. This requirement of the written form applies also to the amendment or waiving of this clause requiring the written form.
§ 3 Services
1. INTECHNICA Cert GmbH shall perform its services impartially, neutrally and to the best of its knowledge and belief in accordance with the generally accepted rules and under the legislation that exists at the time the order is accepted.
2. The scope of the services to be provided by INTECHNICA Cert GmbH is determined in writing when the order is given. Partial delivery of services is possible. If alterations and/or extensions of the stipulated scope of the service should arise in connection with the due fulfilment of the order, those alterations or extensions are to be additionally agreed upon in advance between the contracting parties. If it becomes unreasonable for either the client or INTECHNICA Cert GmbH to adhere to the agreement because of the changes or additions made, both parties have the right to withdraw. However, it falls to the client to pay the agreed fee or, in the absence of specific agreements, a reasonable fee.
3. INTECHNICA Cert GmbH delivers contractually agreed upon, freely negotiated services especially in the fields of certification, auditing and evaluation. When the final report or evaluation has been completed, INTECHNICA Cert GmbH will be considered to have performed and completed its contractually agreed services. The contractually agreed fee is payable in full.
Even in the event that an evaluation report cannot be issued or cannot be issued on schedule, or when a certification cannot be made, due to missing/faulty/deficient/implausible/unreliable documentation or documentation that was delivered too late, full payment will be required. This applies also when a positive assessment cannot be made due to present circumstances or audit findings and/or when the required prerequisites are not present.
There exists no legal claim to a positive evaluation. An evaluation is naturally unbiased as to the result.
§ 4 Client Duties
1. The client must conscientiously, completely and supply all necessary information and documentation to INTECHNICA Cert GmbH free of charge, so that the job can be executed.
2. The client must call attention to all processes and circumstances, which may have an impact on the execution of the job.
3. If the job is carried out without compliance with points 1 and 2, the sole risk falls to the client, unless INTECHNICA Cert GmbH is guilty of contributory negligence.
4. The client is not entitled to include third parties in the contractual relationship with INTECHNICA Cert GmbH unless INTECHNICA Cert GmbH has provided written consent to include the third parties, which are to be specified by name.
§ 5 Payment Terms
After the job has been completed, or after the invoice has been presented, payment is due in full immediately, or – if a due date had been specified on the invoice – at the due date specified on the invoice. The payment for INTECHNICA Cert GmbH services includes VAT (valid at the time of the final execution of the job). It will be listed separately and charged additionally to the invoice payment.
§ 6 Deadlines
1. INTECHNICA Cert GmbH order deadlines are non-binding unless a binding deadline has been agreed in writing.
2. If a delivery date or a delivery time, be they binding or non-binding – is exceeded, INTECHNICA Cert GmbH will be considered to have fallen behind schedule if INTECHNICA Cert GmbH is to blame for the delay in delivery. ‘Delivery delay’ will not have occurred in case of impediments such as acts of God or other impediments beyond our control. The client can only demand compensation for damage caused in addition to delivery of the goods if it can be proved that INTECHNICA Cert GmbH is guilty of intent or gross negligence.
§ 7 Cancellation
1. The contract can be cancelled on important grounds by both sides at any time. An ordinary termination is not permitted, except when other provisions have been made in the contract.
2. In particular, INTECHNICA Cert GmbH is entitled to cancel the contract if the client refuses the necessary cooperation, if the client seeks to unlawfully falsify the outcome of the INTECHNICA Cert GmbH-service, or if the client should get into financial difficulties or into debtor’s delay.
3. In the cases mentioned under Item 2, INTECHNICA Cert GmbH retains the claim to remuneration as per the execution of the contractually arranged service. Payment will be 15% of the overall payment in consideration of any saved expenses of services not yet rendered by INTECHNICA Cert GmbH, unless the client is able to demonstrate a lower contractual volume of work and a higher amount of saved expenses.
§ 8 Warranty
1. Both parties agree that, provided that INTECHNICA Cert GmbH is delivering the service, INTECHNICA Cert GmbH is not responsible for delivering a particular outcome but exclusively a service. It is up to the client’s scope for decision-making and risk-taking to make decisions based on the service rendered.
2. Otherwise INTECHNICA Cert GmbH is able to make use of the right to supplementary performance in case of defects occurring during service delivery. If and only when supplementary performance definitely has been seriously refused, is not undertaken within the time stipulated, or if it has failed, the client has the right to demand a choice between a reduction of payment or cancellation of the contract under legal preconditions. Other warranties are excluded.
§ 9 Liability
1. INTECHNICA Cert GmbH is only liable for damage (regardless on which legal basis), if INTECHNICA Cert GmbH, its legal representative, vicarious agent or subcontractor has caused the damage intentionally or through gross negligence or if INTECHNICA Cert GmbH or its representative, vicarious agent or subcontractor has been guilty of a contractual breach of duty.
2. In the case of contractual breaches of duty, INTECHNICA Cert GmbH’s obligation to pay compensation is limited to the foreseeable damage typical for these contracts.
3. Liability for indirect consequential damages including consequential damage typical for these contracts is excluded. Apart from that INTECHNICA Cert GmbH’s liability is limited to the sum specified in the contract:
4. The aforementioned exclusions of liability and limitations of liability shall not apply to (1) losses arising from the violation of lie, body or health, (2) other losses attributable to a grossly negligent breach of duty on the part of INTECHNICA Cert GmbH or to an intentional grossly negligent breach of duty on the part of a legal representative or vicarious agent of INTECHNICA Cert GmbH, or to (3) losses arising from a culpable violation of essential contractual rights and duties within the meaning of Section 307 Abs. 2, No. 2 BGB (German Civil Code).
5. INTECHNICA Cert GmbH is not liable to third parties unless they are included in the contract in accordance with § 4 figure 4 of these General Terms and Conditions of Business. In the case of liability towards such third parties, § 9 figures 1 to 4 apply.
§ 10 Final Provisions
1. The place of performance for all claims arising from this contract shall be the principal office of INTECHNICA Cert GmbH in Nuremberg.
2. The exclusive place of jurisdiction for all disputes shall be Nuremberg. The same place of jurisdiction shall apply when the client has not general place of jurisdiction within the Federal Republic of Germany.
3. For relations between the parties to the contract, the contract alone shall be binding.
4. The contractual relationship shall be subject to German law. The uniform UN sales law shall not apply.