General Terms and Conditions
1. Scope of validity, order of priority
Any orders, order confirmations and agreements/framework agreements with subcontractors shall be based on the „General Terms and Conditions“ (hereinafter referred to as GTC) of Steel Inspect Schweiz GmbH with head office in Staldenstrasse 27, CH-5417 Untersiggenthal, registered in the Commercial Register of the Canton of Aargau under company number CHE-203.670.333.
The order stated hereinafter shall exclusively apply as contractual conditions in terms of type and scope of the mutual contractual duties:
- Order / Order confirmation
- Offer
- Framework agreement
- GTC as stated in this agreement
2. Acceptance of service
2.1.
The acceptance shall be based on the declaration of acceptance and the related protocols.
2.2.
In case of a work performance to be rendered by the contractor, the customer shall declare acceptance without delay if the work result substantially complies with the agreements. The acceptance shall not be refused on account of negligible deviations.
2.3.
If the customer fails to declare acceptance of the work result, the contractor can set an appropriate period for the submission of the declaration. The work result is deemed accepted after the expiry of the deadline, unless the customer has not specified the reasons for rejection of the acceptance in written form within this deadline or has put the work result into use without reservations and if the contractor has pointed to the significance of the customer’s acts at the start of the period.
3. Prices
3.1
The agreed prices are fixed rates for the period of the processing of the purchase order/order, excluding the relevant applicable statutory VAT. Any regularly accruing expenses (e.g. travel costs) required for the performance of the delivery and/or the service shall be covered by the renumeration.
3.2.
For renumerations based on, for example, agreed hourly or daily rates rather than a flat rate price, the contractor shall prepare a detailed invoice. In particular, service contents, the daily performed working hours and the total of working hours shall be proved by records by the contractor upon prior consultation with the customer.
3.3
Any additional services beyond the originally assigned work order/purchase order are renumerated only upon prior written notification and confirmation.
3.4.
Steel Inspect may demand compensation for his own expenses (e.g. own wage and travel costs) accruing for services ordered from Steel Inspect which are required for inspection or removal of faulty work results due to insufficient performance of the contractor.
4. Renumeration, Payment terms
4.1.
The renumeration shall be made regularly per bank transfer upon invoice for the services performed.
4.2.
The payment is due 30 days upon receipt of invoice by the customer.
4.3.
Payment terms deviating from point 4.2 may be permitted but shall require the written form. The maximum term of payment is 60 days upon receipt of invoice. Any deviating payment term shall be defined latest with the order/order confirmation. A subsequent change shall require a new order/order confirmation.
4.4.
In the event of payment default by the customer, the contractor will charge default interest in the statutory amount. Higher default interests are due if the customer can provide evidence of a higher interest rate.
4.5.
The customer may only offset the contractor’s claims with undisputed or legally effective counterclaims.
5. Duties of customer
5.1.
For the performance of service, the customer shall guarantee unimpeded access to the customer for the execution of the ordered service in a timely manner and in the quality offered.
5.2.
The customer shall provide data and telecommunication systems free of charge upon the contractor’s request.
5.3.
The customer shall provide support particularly with the specification of services and the perfomance of tests.
5.4.
The customer shall provide all information and documentation to the contractor for a first assessment of the service to be performed prior to a first indicative offer. This applies in particular but not exclusively for technical documentation and specifications, drawings and other documents. Additionally, all documents and information required for the performance of the service with a high quality standard shall be provided to the contractor in an appropriate way latest with the start of the performance.
6. Duties of contractor (referred to as “CO“ hereinafter)
6.1
The CO shall exclusively use skilled workers with the required qualification and sufficient work experience (see competences below) for the delivery and/or service to be performed and the statutory minimum wage in compliance with the Minimum Wage Law or the Arbeitnehmerentsendegesetz (German Employee Assignment Act) shall be guaranteed. Evidence of the competences in the form of degrees, certificates or activity certificates shall be provided upon request of Steel Inspect.
6.2.
In cases of reasonable doubt in terms of technical competences, Steel Inspect reserves the right to an immediate, in case of intent extraordinary, termination of the Agreement with the contractor and to substitute the same immediately with a suitable supplier. If the suspicion of deliberate deception in terms of the technical suitability or further competences required for the performance of the service is substantiated, Steel Inspect is entitled to claim damage compensation from the supplier.
7. Termination
7.1.
Steel Inspect is entitled to terminate service agreements (§ 651 BGB (German Civil Code)) and agreements according to § 651 S. 2 BGB in compliance with § 649 S. 1 BGB at any time. The termination shall require the written form stating the decisive reason within a notice period of 4 weeks.
Notwithstanding the statutory consequences of termination, the following shall further apply: For terminations by Steel Inspect due to reasons for which the contractor or the customer are responsible, the renumeration or invoicing to the contractor or customer shall be restricted to individual services rendered until receipt of notice of termination.
Any claims for damage compensation shall remain unaffected. In particular, any accrued additional expenses shall be reimbursed.
7.2.
Steel Inspect is entitled to terminate the delivery and performance agreement (§ 433 BGB) agreement any time prior to commencing the performance of services. In this case, the regulations stated in § 649 BGB and point 17.1 above shall apply accordingly in terms of renumeration.
8. Non-disclosure agreement
The contractor shall be obliged to treat any information provided to him for the preparation or performance of the agreement strictly confidential, both during and beyond the termination of the contract. This shall not apply to information which are or will become available to the public or which have become known to the contractor without breach of an own or external duty of confidentiality.
Any documents provided shall remain the property of the customer. Unless agreed otherwise, the documents shall not be made accessible to third parties and must be returned to the customer completely and without request upon the performance of the agreement. Any technical experts and sub-suppliers engaged by the contractor shall not be regarded as third party if they have made the same undertaking to the contractor in terms of confidentiality. In this regard, the contractor shall keep appropriate records which have to be presented upon request by the customer.
The contractor shall be liable for any damages arising from the breach of the duties of confidentiality caused culpably by him or his performance and vicarious agents.
9. Liability restrictions in case of delay in service
9.1.
The customer shall be entitled to claim damage compensation in the event of a damage due to a delay in delivery caused by the contractor. This compensation claim shall be limited to 1% for each full week of the delay, up to a maximum of 5% of the contractual renumeration for the service.
9.2.
The contractor will not assume liability for force majeure or interruptions of operation of the contractor or his suppliers resulting from mobilization, war, riot, strike, lockout which temporarily prevent the contractor or its supplier, without any fault on his part, from fulfilling the contractual service.
9.3.
The customer shall be entitled to rescission of the agreement if he has granted the contractor in default a reasonable grace period with the express declaration that he refuses acceptance of the contractual service after the end of this period and if the grace period (2 weeks) is not complied with. Any further claims – without prejudice to the liability according to clause 9 – shall be excluded.
10. Warranty and damage compensation of contractor
The contractor shall be liable according to the legal provisions for any damages culpably caused by him/or his performing and vicarious agents related to his contractual duties.
11. Ancillary agreements, form of contractual modifications and amendments
Any ancillary agreements, modifications and amendments to this Agreement shall require the written form. This regulation on the written form may only be voided by written agreement.
12. Place of Jurisdiction
Place of Jurisdiction for any disputes arising from this Agreement shall be the Commercial Court of Aargau as the court responsible for our company’s registered office.
13. General Provisions
13.1.
The customer shall not transfer its rights or obligations under this Agreement without the contractor’s prior written consent. This shall also apply to the assignment of its contractual rights.
13.2.
The customer and the contractor herewith agree that the contractor is entitled to the storage and processing of data disclosed within the scope of the contractual and business relationship in compliance with the Data Protection Law, for the purpose of fulfilling the contractual duties, particularly for the order processing and customer support, hereby taking account of the customer’s interests.
14. Severability Clause
The validity of the contract is not affected by any incomplete or ineffective provision in this contract, whether in full or in part.
If the ineffectiveness is not based on a breach of German AGB Law (Law on General Terms and Conditions), instead of the missing or ineffective clause, a regulation coming closest to the intended economic purpose of the missing or ineffective regulation shall apply.
The Agreement shall be considered ineffective in full if adherence to the terms and conditions in the Agreement even under the changes foreseen would present an unacceptable hardship for one of the contractual parties.
Edited: Untersiggenthal, Oktober 2020
7.1.
Steel Inspect is entitled to terminate service agreements (§ 651 BGB (German Civil Code)) and agreements according to § 651 S. 2 BGB in compliance with § 649 S. 1 BGB at any time. The termination shall require the written form stating the decisive reason within a notice period of 4 weeks.
Notwithstanding the statutory consequences of termination, the following shall further apply: For terminations by Steel Inspect due to reasons for which the contractor or the customer are responsible, the renumeration or invoicing to the contractor or customer shall be restricted to individual services rendered until receipt of notice of termination.
Any claims for damage compensation shall remain unaffected. In particular, any accrued additional expenses shall be reimbursed.
7.2.
Steel Inspect is entitled to terminate the delivery and performance agreement (§ 433 BGB) agreement any time prior to commencing the performance of services. In this case, the regulations stated in § 649 BGB and point 17.1 above shall apply accordingly in terms of renumeration.
8. Non-disclosure agreement
The contractor shall be obliged to treat any information provided to him for the preparation or performance of the agreement strictly confidential, both during and beyond the termination of the contract. This shall not apply to information which are or will become available to the public or which have become known to the contractor without breach of an own or external duty of confidentiality.
Any documents provided shall remain the property of the customer. Unless agreed otherwise, the documents shall not be made accessible to third parties and must be returned to the customer completely and without request upon the performance of the agreement. Any technical experts and sub-suppliers engaged by the contractor shall not be regarded as third party if they have made the same undertaking to the contractor in terms of confidentiality. In this regard, the contractor shall keep appropriate records which have to be presented upon request by the customer.
The contractor shall be liable for any damages arising from the breach of the duties of confidentiality caused culpably by him or his performance and vicarious agents.
9. Liability restrictions in case of delay in service
9.1.
The customer shall be entitled to claim damage compensation in the event of a damage due to a delay in delivery caused by the contractor. This compensation claim shall be limited to 1% for each full week of the delay, up to a maximum of 5% of the contractual renumeration for the service.
9.2.
The contractor will not assume liability for force majeure or interruptions of operation of the contractor or his suppliers resulting from mobilization, war, riot, strike, lockout which temporarily prevent the contractor or its supplier, without any fault on his part, from fulfilling the contractual service.
9.3.
The customer shall be entitled to rescission of the agreement if he has granted the contractor in default a reasonable grace period with the express declaration that he refuses acceptance of the contractual service after the end of this period and if the grace period (2 weeks) is not complied with. Any further claims – without prejudice to the liability according to clause 9 – shall be excluded.
10. Warranty and damage compensation of contractor
The contractor shall be liable according to the legal provisions for any damages culpably caused by him/or his performing and vicarious agents related to his contractual duties.
11. Ancillary agreements, form of contractual modifications and amendments
Any ancillary agreements, modifications and amendments to this Agreement shall require the written form. This regulation on the written form may only be voided by written agreement.
12. Place of Jurisdiction
Place of Jurisdiction for any disputes arising from this Agreement shall be the Commercial Court of Aargau as the court responsible for our company’s registered office.
13. General Provisions
13.1.
The customer shall not transfer its rights or obligations under this Agreement without the contractor’s prior written consent. This shall also apply to the assignment of its contractual rights.
13.2.
The customer and the contractor herewith agree that the contractor is entitled to the storage and processing of data disclosed within the scope of the contractual and business relationship in compliance with the Data Protection Law, for the purpose of fulfilling the contractual duties, particularly for the order processing and customer support, hereby taking account of the customer’s interests.
14. Severability Clause
The validity of the contract is not affected by any incomplete or ineffective provision in this contract, whether in full or in part.
If the ineffectiveness is not based on a breach of German AGB Law (Law on General Terms and Conditions), instead of the missing or ineffective clause, a regulation coming closest to the intended economic purpose of the missing or ineffective regulation shall apply.
The Agreement shall be considered ineffective in full if adherence to the terms and conditions in the Agreement even under the changes foreseen would present an unacceptable hardship for one of the contractual parties.
Edited: Untersiggenthal, Oktober 2020