The General Terms and Conditions of DREGER Consulting GmbH & Co. KG (hereinafter called “DREGER IT") apply to all contractually regulated work and service obligations – even in the future in the scope of ongoing business relations that DREGER IT renders to the customer. If no supplementary terms of contract are in effect, the contract is only concluded with the following conditions. These terms and conditions become effective upon the conclusion of a contract between DREGER IT and the customer. The customer will be notified about the terms and conditions explicitly by handing them out or by giving the possibility to take notice. Therefore the terms and conditions are considered as accepted. Further complementary agreements and individual agreements are non-binding without a written confirmation.
OFFER, CONCLUSION OF COTNTRACT AND TERMINATION OF CONTRACT
The offers of DREGER IT are subject to change and are non-binding. When ordering a service or product, the customer declares bindingly that he wants to acquire the ordered service or products. Acceptance happens through written, normally electronic confirmation (e-mail) or actual execution by DREGER IT with mentioning of the non-binding service deadlines.
DREGER IT reserves the right of manner of execution if DREGER IT does not deviate from the service agreements considerably. The service agreement ends at its planned end date or by a written termination with a grace period of one month. A service agreement can only be terminated due to good cause in written form.
CUSTOMER’S DUTY TO COOPERATE
The customer is obliged to support the work, defined in the service contract, of the contractor DREGER IT to help towards a proper implementation. This includes: the timely submission of all necessary documents, organizational inclusion, granting an unimpeded process, providing an individual contact person, with the aim that DREGER IT can reach the set goals and can keep the agreed-upon time schedule. If the end appointment cannot be kept, an appropriate grace period is to be granted.
CONFIDENTIALITY, DATA PROTECTION
The customers and DREGER IT are obliged to keep all pieces of information that they collect in the context of the work or otherwise from the business relationship, confidential. DREGER IT reserves the right to have corresponding obligation statements signed. The customer agrees to DREGER IT storing and using contact information such as names, telephone numbers and e-mail addresses. Such pieces of information can be processed and used in the context of the existing business relationship. It can be passed on to authorized staff of DREGER IT and its connected companies for joint business activities.
HOLDING AND RETURNING OF DOCUMENTS
The customer is obliged to store the business and company documents made available to him appropriately, especially in such a manner that third parties cannot view these documents. The documents that were made available are to be treated as confidential during contract duration and are to be returned if appropriate after contract termination.
PATENT- AND COPYRIGHTS
DREGER IT retains property rights and copyrights of the descriptions, drafts, plans, concepts and similar documents drafted by DREGER IT. Without written consent, they may not be made available to third partied. This also applies to all kinds of reproduction. In case of a violation, DREGER IT is allowed to claim compensation. For the violation of patent rights or copyrights by the customer, DREGER IT cannot be made liable.
Delivery and service dates or delivery and service deadlines that are agreed upon bindingly or non-bindingly, have to be made in written form. All deliveries are on account and at the risk of the customer, even in case of an expressly permitted taking-over of delivery costs. If the delivery period is longer than expected or DREGER IT is made free of the delivery obligations, the customer is not entitled to any claims for damages. Claims due to default are excluded unless the default is due to gross negligence or intent. DREGER IT is entitled for partial deliveries and services at all times.
PASSING OF RISK
The risk of accidental loss or accidental deterioration of the goods shall pass onto the customer upon surrender, in case of sale including shipment upon handing over the goods to the persons carrying out the transport.
For defects that were known to the customer already upon contract conclusion, a warranty will be not assumed. A claim for the success of services does not exist, only a claim for full performance of the contract does exist. A finished product is not owed, unless this is agreed on in a separate agreement. Customers have to report obvious defects and faults to DREGER IT immediately in written form, at the latest one week after receiving the delivery item or rendering of the service. Otherwise, the raising of a claim is impossible. The timely dispatch is sufficient to observe the deadline. DREGER IT alone decides whether an improvement or the delivery of a new product is in order.
If the customer, who is making the warranty claim, is a consumer, he initially can choose whether the supplementary performance is to be done as an improvement or as a replacement. Nevertheless is DREGER IT authorized to deny the selected supplementary performance if it is only possible at disproportionate costs and the other manner of supplementary performance can be done without considerable disadvantages for the customer. If even multiple improvements or replacements do not lead to the correction of deficiencies, the customer is authorized to either demand the reduction of the prize (decrease) or cancellation of the contract (termination). In the case of minor deficiencies, the customer does not have the right to withdraw. Additionally, he is not entitled to compensation due to the deficiency. If the customer receives a flawed installation instruction, DREGER IT is only obliged to deliver n intact installation instruction and this only if the flaw of the installation instruction is obstructing proper installation. The customer does not receive guarantees in the legal sense form DREGER IT. Manufacturer’s guarantees remain unaffected by this. DREGER IT does not owe a success when rendering services. DREGER IT only is obliged to impart the service to the customer according to the newest technical and/ or scientific findings.
LIMITATION OF LIABILITY
The liability of DREGER IT shall be limited to the average damage that is foreseeable, typical for the contract and direct, in case of slightly negligent breaches of duty to customers. This also applies to slightly negligent breaches of legal representatives or vicarious agents of DREGER IT. Towards business persons, DREGER IT is only liable for malice and gross negligence. The present limitations of liability shall not apply as far as there is an inalienable liability according to laws applicable to this agreement.
RETENTION OF TITLE
In case of contracts with consumers, DREGER IT retains the ownership of the product until full payment of the purchase price has been made. In case of contracts with businesses enterprises, DREGER IT retains the ownership of the product until all claims from the current business relationship have been fully settled, including current account balance claims. DREGER IT is authorized to withdraw from the contract and reclaim the product in case of a violation of the contract by the customer, especially when default in payment or the violation of aforementioned obligations of occur. The customer is obliged to provide DREGER IT with any necessary pieces of information and surrender all necessary documents which are needed for the enforcement of rights. Handling and processing of the products by the business enterprise is always executed in the name and on behalf of DREGER IT, obligations for DREGER IT do not result through this. If processing is done with items that do not belong to DREGER IT, DREGER IT acquires co-ownership of the new product based on the value of the product delivered by DREGER IT in relation to the value of the other processed items. The same applies if the product is mixed with other items that do not belong to DREGER IT. The customer stores the co-property of DREGER IT free of charge.
The agreed prices/ remuneration are quoted without the statutory value-added tax, which is shown separately in the invoice. Invoice is to be paid upon receipt without any deductions. Before the expiry of a 30-day period after invoice creation, DREGER IT can put the customer in default through dun or a calendar-based determination in the invoice. At the latest of 30 days after receipt of invoice, the customer is in default. DREGER IT reserves the assertion of further claims in case of delay of payment. DREGER IT is entitled to the right of redemption according to §366 BGB (The Geman Civil Code), so that other conflicting regulations of the customer are void.
Payment is only considered to be made, when DREGER IT can dispose of the amount. In the case of cheques, the payment only is considered to be made upon deposition.
If present or future terms of this contract are entirely or partly ineffective or feasible or lose their legal validity or feasibility, the validity of the remaining terms of this contract is not affected. The same applies, if the contract proves to have loopholes. Instead of the ineffective or unfeasible terms or for filling the loophole, an appropriate regulation shall apply that is as close as legally possible to the terms the contracting parties wanted or would have wanted if they had considered the matter in question.
APPLICABLE LAW AND JURISDICTION
For these General Terms and Conditions and all legal relations between DREGER IT and the customer, the law of the Federal Republic of Germany applies. The provisions of the UN sales law do not apply.
If the customer is a business person, legal entity under public law or public-law special funds, the sole place of jurisdiction for all direct and indirect disputes from this contract is in Frankfurt am Main. The same applies if the customer does not have another place of jurisdiction in the Federal Republic of Germany or the domicile or usual place of residence is not known at the time the claim is raised.