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General Terms and Conditions

of ChemTec-Knowhow

English:

Mai 2016

General Terms and Conditions of ChemTec-Knowhow

§ 1 General, relevant conditions

These General Terms and Conditions (GTC) apply to all contracts / transactions between ChemTec-Knowhow and the client, even if they are not mentioned again in subsequent contracts. They apply exclusively even if the client refers when concluding the contract on its own terms and conditions, unless this has been explicitly agreed by ChemTec-Knowhow.

§ 2 contract / scope / quality changes

(1) The contract is generally agreed, stipulated in the contract consultancy. Performance changes to the order are possible. If this results in additional expenses this is also to be paid according to a separate offer.

(2) Upon termination by the client 4 weeks or more prior to the start of the project 25% of the agreed remuneration will be invoiced. If terminated later by the client the entire remuneration will be due for payment. Decisive is the date of receipt of the written cancellation at ChemTec-Knowhow. The regulations according to Section 9 (1) shall remain unaffected.

(3) If ChemTec-Knowhow - due to force majeure, illness, accident or for reasons that ChemTec-Knowhow is not responsible for - cannot provide the promised service within the agreed timeframe ChemTec-Knowhow will offer an alternative date to the client. If an agreement on an alternative date cannot be reached, the client is free to cancel the contract. ChemTec-Knowhow in this case are to be paid only the services up to contract termination.

§ 3 Remuneration

The agreed fees for the services of ChemTec-Knowhow are exclusive of applicable VAT (currently 19%). Accrued travel expenses and costs are billed separately. VAT is not applicable again on expenses documented by vouchers.

§ 4 Billing, payment and default

ChemTec-Knowhow creates a monthly invoice that meets the specific activities in the accounting period to the agreed fee rate. The fee is due immediately upon receipt of the invoice, provided the invoice determines no other deadline.

§ 5 Retention and setoff

(1) Until the complete adjustment of all the fee claims ChemTec-Knowhow retains ownership and all utilization and exploitation rights to the prepared documents.

(2) Offsetting against claims of ChemTec-Knowhow on remuneration and reimbursement of expenses is permissible only with undisputed or legally established claims.

§ 6 Duties of the customer

The client is obliged to provide all necessary documents and information available for the implementation of the contract.

§ 7 Warranty and liability for damages

(1) ChemTec-Knowhow in all conscience will aim with the client the success of the consultation, but does not accept liability for any particular success. As far as the discussions are posted by the client to take place at the premises of the client or at locations booked by him, the client is responsible for the furnishing of the rooms and the compliance with safety and accident prevention regulations. At events in other premises liability of ChemTec-Knowhow is limited to intent and gross negligence. ChemTec-Knowhow is not liable for the items brought by the client or the participants (wardrobe, material etc.).

(2) The client accepts responsibility for his decisions and his actions during and after the project with ChemTec-Knowhow. The client is responsible for the success of an advisory measure itself and is liable itself for possible damages and losses that may be caused or may occur. The client is responsible for the planning, implementation and control of the consulting project for compliance with the legal requirements, technical standards and regulations. ChemTec-Knowhow is responsible for the professional design and execution of the consulting process.

(3) If the service of ChemTec-Knowhow has a deficiency, ChemTec-Knowhow will be entitled and obliged to supplementary performance. The supplementary performance is done at the discretion of ChemTec-Knowhow either by subsequent improvement or by replacement. The costs of supplementary performance shall be borne by ChemTec-Knowhow.   

(4) If the supplementary performance fails, or is not delivered in a reasonable period set by the Customer, the customer may cancel the contract, or request a proportional reduction of the remuneration.  

(5) In case a deficiency causes a damage, ChemTec-Knowhow is liable under the law if it is a personal injury or if it is based on intent or gross negligence.

(6) In cases of slight negligence, the liability of the client against ChemTec-Knowhow is excluded, unless it was the negligent violation of a cardinal obligation or an essential contractual obligation whose fulfillment makes the proper operability of the contract at all, and on whose compliance the contracting party may rely. In this case, the liability is limited to the damage typical for the contract of the client. ChemTec-Knowhow is not liable for damages in the form of lost profits, useless expenses or other financial damages to the client.

(7) In case of violation of a pre-contractual duty or an already existing impediment at conclusion of contract (§ 311 paragraph II, 311a BGB) the liability of ChemTec-Knowhow is limited to negative interest.

(8) If the liability of ChemTec-Knowhow is excluded or limited, this also applies to the personal liability of employees, workers, employees, representatives and agents.

§8 Confidentiality

ChemTec-Knowhow is obliged to keep information about business and trades of the client secret and confidential. Upon request appropriate letters of confidentiality will be signed by its employees or partners, if they will be employed within the scope of the contract.

§ 9 Duration and early termination

(1) If the client cancels ordered design work after ChemTec-Knowhow has begun drafting but before its completion, ChemTec-Knowhow will get the full contractually agreed remuneration less the expenses saved. ChemTec-Knowhow is entitled to liquidate damages in the amount of 50% of the agreed remuneration claims. It is free to the customer to explain and prove that indeed no or less damage than 50% of the contract price has arisen. ChemTec-Knowhow is free to prove that there a higher damage than 50% is obtained.

(2) If the ordered and already scheduled consulting services cannot take place for reasons lying in the responsibility of the client, ChemTec-Knowhow will get a cancellation fee, the amount of which depends on the agreement made in the offer / order confirmation. Both parties are free, to prove that the actual loss amount is higher or lower than the individually agreed package.

(3) The cancellation fee claim is due in accordance with the agreements of to the original appointment. A retention right of the customer is excluded.

§ 10 Miscellaneous

(1) Only the law of the Federal Republic of Germany applies for all claims from the contract.

(2) The place of jurisdiction is determined as to be the registered office of ChemTec-Knowhow. ChemTec-Knowhow is entitled to claim against the client at the place of residence of ChemTec-Knowhow or its usual place of business).

§ 11 Severability clause

In case of the invalidity of one of the above provisions the validity of the remaining is unaffected. The invalid clause will then amicably be replaced by one that comes economically and in intention to the ineffective clause.

Consulting

Dr. -Ing. Wolf Mehl

Gossenbrodstraße 10 b

87629 Füssen

Germany

_______________________

M: + 49 173 258 8122

e-mail: wolf.mehl@chemtec-knowhow.com