General Terms and Conditions of business
1 SCOPE OF THE GENERAL TERMS AND CONDITIONS OF BUSINESS
1.1 All contracts, deliveries and services between the Customer and Contractor (hereinafter together called Parties), EnvService (hereinafter “Contractor”) and the Customer, including all future contracts, deliveries and services, are governed solely by the following General Terms and Conditions of Business (“Conditions”).
1.2 Any Customer supplement or deviating terms and conditions conflicting with the Contractors terms and conditions shall not be recognized by the Contractor, unless the Contractor explicitly consents to the application thereof in writing.
2 OFFERS AND CONCLUSION OF CONTRACT
2.1 Offers are non-binding and without obligation. All contracts only become effective upon receipt of written order confirmation of EnvService.
2.2 Offer, order confirmation and these conditions shall govern the contents of the contract. Divergent agreements shall only become part of the contract where the Contractor has expressly agreed to them with the Customer. Any such agreement must be in writing.
2.3 The Contractor reserves the unrestricted right to ownership and copyright exploitation rights in all cost estimates, calculations, samples, pattern, drawings and any other documents. They may only be used by Customer for approval of the offer and may only be made accessible to third parties given the prior written approval of the Contractor. All documents forming part of quotation shall be returned immediately to the Contractor if the assignment is not placed.
3 PRICES AND PAYMENTS
3.1 The prices EnvService states or confirms shall govern the Contractors products and services. The prices apply net and ex works.
3.2 Additional services, such as example: drawings, test reports etc. according to Contractors expenses and effort are not included, unless the Contractor has otherwise agreed with the Customer.
3.3 Payment must be received in full and without deductions in one of the accounts indicated by EnvService within 14 days after the date of invoice. For all means of payment, the date of receipt of payment shall be the date on which the sum can be disposed of by EnvService. If there is a delay in payment, EnvService is entitled to charge default interest in the amount of eight per cent above the base interest rate.
3.4 The Customer only has the right of retention and the right of set-off against the Contractors claims for payment if his counterclaims have been declared valid by a court of law or have been accepted by EnvService.
3.5 Payments shall first be used by the Contractor to clear older debts of the Customer. In the event that interest has already been incurred the Contractor shall be entitled to set-off the payments, first with the interest and finally with the principal claim.
3.6 If it becomes apparent that EnvService claims for payment are endangered because of a Customer´s poor financial capacity, then EnvService is entitled to make immediately due and payable all claims arising out of the entire business relationship which are not yet due, and to the extent that EnvService has already rendered the agreed deliveries and services.
4.1 EnvService's work will be carried out in accordance with the agreed Rules of classification societies, international conventions or EU regulations between the parties. The completition of the work is subject to the findings during the assessment processes. To issue a document of compliance is assumed that all applicable requirements are fulfilled.
4.2 EnvService has the right to suspend, withhold or withdraw any deliverable in case the customer fails to provide any necessary information, the customer fails to pay the relevant fees or any relevant discrepancy, error or omission is detected.
4.3 All Deliverables provided by EnvService are based on the information and documentation made available by Customer to EnvService up to the date of issuance of the deliverable. Customer acknowledges and agrees that any statement made by EnvService in the deliverable is a statement reflecting the situation at the time of issuance only.
4.5 Defects in the work or documented errors will be rectified by EnvService within a reasonable time period.
5 CUSTOMERS OBLIGATION TO COOPERATION
5.1 The Customer shall create all prerequisites necessary for a proper completion of the order. The Customer shall name a technical professional who will be available for the Contractor to supply any necessary information, and who will make the decisions that are necessary for the fulfilment of the order without delay. The Contractor shall involve the contact person of the Customer wherever necessary for executing the order.
5.2 If services are carried out at the premises of the Customer he shall provide sufficient working means and work places to the employees of EnvService. The Customer has no right to issue instructions to the employees of EnvService.
5.3 EnvService to be granted the access to all relevant, correct and complete documents and information by the customer. For this purpose, customer shall in a timely manner, without conditions, make all necessary arrangements and provide EnvService with all reasonably necessary access to the information and sites mentioned above.
6 Intellectual Properties
6.1 For Intellectual properties and rights existing prior to the date of this contract each party shall remain the sole owner.
6.2 The customer is holding the necessary rights for information and software access for the purpose of the work and hold harmless EnvService from any claim of third party rights.
7 LIABILITY LIMITATION
7.1 Claims asserted by the Customer because of a defect are subject to a limitation period of twelve month.
7.2 All other contractual and further claims of the Customer as well as claims arising from a guarantee are also subject to a one-year limitation period.
7.3 EnvService claims against the Customer shall be subject to the statutory periods of limitation.
7.4 EnvService’s liability for claims arising out of or in connection with this contract shall be limited to the order value.
8.1 Both parties hold each other harmless against indemnifications from third parties
8.2 EnvService is in no way liable for costs or penalties resulting from the notification or correction of the verified customer's emissions data from third parties or the customer himself relating to or in connection with the performance or non-performance of EnvService’s work.
The contracting Parties have taken out adequate insurances and will keep themselves adequately insured against the risks of legal liability and professional liability.
10 FORCE MAJEUR
10.1 In the event of one of the parties being unable to meet his obligations under this contract for a period of more than 30 days owing to force majeure, the other party will have the right to dissolve this contract, without legal intervention being required and with immediate effect by means of a registered letter to that effect, without thus becoming liable for the payment of any compensation for damages.
10.2 Force majeure should not include the following situations: Personal shortages, strikes, sickness among personal, breach of contract by third parties or/and liquidity or solvency problems of one party.
11.1 Either Party is legally entitled to terminate this contract in case of other party continues to fail to meet his obligations under this contract, also after receiving a written demand for compliance within a reasonable period of time. This dissolution shall not affect the right to compensation for damages or payable penalties.
11.2 Other than stipulated elsewhere in this contract, either party is authorized, without any demand or notice of default being required, to extraordinary dissolve the contract by means of a registered letter if the other party applies for or is granted suspension of payment, applies for bankruptcy or is declared as bankrupt, has the business of his company liquidated or creases trading, discontinues his current business or has an attachment imposed on a substantial part of his assets, or can no longer be considered able to meet his obligations under this contract.
12. CONFIDENTIALITY AND SECRECY
12.1 Both parties are obligated to treat all data and technical details they get to know through the business relationship strictly confidential. Data and materials may only be disclosed to third parties with the express written consent of the contractor. Both parties have to commit their staff to maintain secrecy towards third parties.
12.2 Confidential are all information, facts, documents, data and/or knowledge, especially technical and/or economic information, construction documents, specifications, drawings, samples, prototypes, test results and/or any other know-how that Customer received as a result of negotiations and/or talks from the Contractor in writing, in text form or verbally. Confidential information are furthermore all compilations, files, calculations, experiences, technologies, electronic or visual data carriers, prices and/or conditions in which embodiment whatsoever. Confidential information comprises all copies made thereof.
12.3 The obligation to secrecy shall remain effective after the termination of this agreement. It shall not expire until and insofar the know-how in the confidential information is in the public domain.
12.4 It is pointed out that personal data are stored, associated to the business relationship of EnvService with the Customer.
12.5 All data provided to EnvService by the customer are and remain the property of the customer. These data will be used by EnvService only for the purpose of verification.
13 CHOICE OF LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION
13.1 The contract and all business and legal relationship between EnvService and any Customer are exclusively subject to the laws of Germany, notably the BGB/HGB.
13.2 The sole place of performance for all obligations of the parties is the EnvService place of business in Germany. This shall also be the Customer’s place of payment.
13.3 Exclusive place of jurisdiction for both parties and for all disputes directly or indirectly arising from the contractual relationship shall be Hamburg, Germany, if the Customer is a businessman. This shall also apply in case of cross-border deliveries, for purposes of the international jurisdiction of the courts of Hamburg.
13.4 However, EnvService shall reserve the right to assert his claims at any permissible place of jurisdiction.