General Terms and Conditions

Stand: 01.01.2023

§ 1 Scope of application

The following general terms and conditions apply to all legal transactions of ANALYZE HSE GmbH, in particular to offers made by ANALYZE HSE GmbH (hereinafter referred to as the “Contractor”) to its contractual partners (hereinafter referred to as the “Client”).

Insofar as individual contractual provisions exist which deviate from or contradict the provisions of these General Terms and Conditions, the individual contractual provisions shall take precedence.

§ 2 Subject matter of the contract

1. The contracting parties agree to cooperate in accordance with the specific individual contractual agreement. An employment contract is not desired by the parties and will not be established.
2. The entrepreneur shall be responsible for social security contributions and tax matters and shall indemnify the client against any obligations.
3. The contractor is free to work for other clients as well.

§ 3 Offers and conclusion of contract

1. Offers contained in brochures, advertisements, etc. are subject to change and non-binding, including with regard to price information. The entrepreneur is bound to specially prepared offers for as long as stated on the offer (“valid until”).
2. Side agreements, amendments, additions and/or other deviations from these General Terms and Conditions are only valid if the entrepreneur has given his consent. Such agreements must be made in writing.
3. Information in offers and/or order confirmations from the contractor that is based on an obvious error, namely a typing or calculation error, is not binding on the contractor. Rather, the obviously intended declaration applies.

§ 4 Contract term and termination

1. The contract commences and ends at the individually agreed time.
2. The contract may be terminated with due notice. In this regard, a notice period of four weeks to the end of the month is agreed.
3. Termination without notice for good cause is possible. Good cause exists, for example, if the client is in arrears with two consecutive payments and fails to pay after a reasonable grace period has expired, or if the client falls into financial difficulties (insolvency, bankruptcy) after conclusion of the contract, unless an application for the opening of insolvency proceedings has already been filed.

§ 5 Scope of services, obligations of the contracting parties

1. The services to be provided by the contractor comprise the tasks listed in detail in accordance with the order placed by the client. The subject of the contractor’s activity is always the agreed service and not the achievement of a specific economic success.
2. The contractor shall inform the client at regular intervals about the results of his work. The contracting parties may agree in the contract on a schedule for the provision of services and a planned end date for the completion of services. Any interim results delivered shall be checked immediately by the client for accuracy and completeness.
3. If the contractor is actually unable to perform a contractually agreed order, he must inform the client immediately.
4. The contractor shall provide the equipment and premises necessary for the performance of the services, unless the client has the appropriate equipment and premises at its disposal, unless otherwise agreed in an individual contract.
5. The parties shall endeavour to support the contractual partner to the best of their knowledge and belief in the performance of their respective obligations by providing information, advice or experience in order to ensure a smooth and efficient workflow for both parties.
6. Each of the contracting parties may request changes to the agreed scope of services from the other contracting party in writing. Upon receipt of a change request, the recipient shall examine whether and under what conditions the change is feasible and shall immediately notify the applicant in writing of its approval or rejection, stating the reasons. If a change request from the client requires extensive review, the contractor may charge for the review work, subject to prior notification, provided that the client nevertheless insists on the review of the change request. If necessary, the contractual adjustments to the agreed terms and services required for a review and/or change shall be set out in writing in a change agreement and shall come into effect in accordance with these GTC.

§ 6 Prices and payment terms

1. Services shall be payable and invoiced at the fixed price specified in the individual contract upon completion or, if remuneration on a time basis has been agreed, on a monthly basis, unless a different invoicing arrangement has been agreed in the contract.
2. Estimated prices quoted for services on a time basis, particularly in cost estimates, are non-binding. The time requirements underlying an estimate are based on an assessment of the scope of services carried out to the best of our knowledge.
3. Value added tax will be charged at the rate applicable at the time of performance.
4. Invoices are payable upon receipt without deduction.
5. If the customer defaults on payment, the contractor is entitled to charge default interest at a rate of 9% above the respective base rate p.a. and a flat fee of €40.00. The contractor reserves the right to claim further damages for default. In the aforementioned cases, the client is free to prove that the damage was less, in which case this shall be decisive.

§ 7 liability

1. The contractor shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. Liability for guarantees shall be independent of fault. In cases of slight negligence, the contractor shall be liable exclusively in accordance with the provisions of the Product Liability Act, for injury to life, limb or health, or for breach of essential contractual obligations. However, claims for damages for the slightly negligent breach of essential contractual obligations are limited to the foreseeable damage typical for this type of contract, unless liability exists for injury to life, limb or health. The contractor is liable to the same extent for the fault of vicarious agents and representatives.
2. The provision in the preceding paragraph extends to compensation in addition to performance, compensation in lieu of performance and claims for reimbursement of futile expenses, regardless of the legal basis, including liability for defects, delay or impossibility.

§ 8 jurisdiction

1. The business relationship between the parties shall be governed exclusively by German law.
2. If the client does not have a general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the contractor.