General Terms and Conditions
Headquarters: Niederbexbacher Str. 67, 66450 Bexbach, Germany
Branch office: Horngasse 3, 52064 Aachen, Germany
Gesellschaft für Consulting, Business und Management mbH, Bexbach (Saar), (hereinafter referred to as „CBM GmbH“) provides consulting, training and other services on behalf of its clients (hereinafter referred to as „clients“) and prepares the associated documentation.
2.1 The following General Terms and Conditions apply to all contracts concluded in writing between CBM GmbH and its clients. General terms and conditions of the client shall expressly not become part of the contract, even if CBM GmbH does not expressly object to them. In the event that the client does not wish to accept the following General Terms and Conditions of Business, he must notify CBM GmbH of this in writing beforehand.
2.2 Deviations from the general terms and conditions listed here are only valid if CBM GmbH has agreed to them in writing when accepting the order.
3 Written form
All agreements must be recorded in writing. This also applies to ancillary agreements and assurances as well as subsequent changes to the contract, including the agreement to waive the written form.
4 Binding of offers
Cost estimates and offers of CBM GmbH are subject to change and non-binding. A contract is not concluded until CBM GmbH has confirmed the order in writing.
5.1 The scope of the services to be provided by CBM GmbH shall be determined by the offer, including attachments if applicable, and the written order confirmation.
5.2 The consulting services shall have been provided by CBM GmbH if the necessary work has been carried out in accordance with the order, the resulting conclusions and recommendations and explained to the client. It is irrelevant whether or when the conclusions or recommendations are implemented by the client.
5.3 Changes and additions to the order must be made in writing.
5.4 As long as the changes are not recorded in writing, CBM GmbH shall carry out the work without consideration of the change requests.
5.5 CBM GmbH is obliged to take into account requests for changes by the client if this is reasonable within the scope of its operational capacities, in particular with regard to expenditure and time planning. Any additional costs incurred as a result shall be reimbursed in accordance with these General Terms and Conditions.
The client agrees that CBM GmbH may engage subcontractors and freelance consultants to provide certain services and partial services (e.g. translations, drawing, filming, seminars, workshops, consulting).
7 Delivery time / reservation of self-supply
7.1 Binding delivery times require the express written agreement between both contracting parties.
7.2 Compliance with the delivery period requires the fulfilment of the customer’s obligation to cooperate. Should the Customer be in default with the fulfilment of his obligation to cooperate, the delivery period shall be extended without further notice by the period of the Customer’s default.
7.3 The delivery period shall also change if unforeseen hindrances occur which CBM GmbH cannot avert despite reasonable care in the circumstances of the case. Possible causes for this can be e.g. operational disturbances, official interventions as well as strikes and lockouts. CBM GmbH must inform its clients of such obstacles without delay.
7.4 At the request of the client, CBM GmbH must provide information on the status of order execution. If CBM GmbH is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.
7.5 If the originally fixed scope of services is changed or extended, the delivery time for the entire order must be agreed anew.
7.6 CBM GmbH does not assume any procurement risk. CBM GmbH is entitled to withdraw from the contract if it is dependent on delivery by third parties for proper fulfilment of the contract and does not receive the delivery item despite the prior conclusion of a corresponding purchase contract. The responsibility for intent and negligence remains unaffected. CBM GmbH shall inform the client immediately of the delayed availability of the delivery item. If CBM GmbH wishes to withdraw from the contract, it will exercise the right of withdrawal without delay and, in the event of withdrawal, will reimburse the corresponding consideration to the client without delay.
8 Obligation of the client to cooperate
8.1 The client shall immediately provide CBM GmbH with all information available to him in connection with the order placed. In particular, the client guarantees that all acts of cooperation on his part or on the part of his vicarious agents will be performed on time and free of charge for CBM GmbH.
8.2 If technical documentation is commissioned, the client shall be responsible for providing CBM GmbH with all information required for the complete and accurate completion of the commissioned service. This includes, for example, company organisation charts, operating instructions, hazard assessments, etc.
9.1 The acceptance of the services delivered by CBM GmbH shall be effected by written declaration of the client. The client must inspect the services within 10 days of delivery and, in the event of non-acceptance, declare and justify this in writing.
9.2 The existence of any defects shall not entitle the Client to refuse acceptance if the defects can be remedied by subsequent improvement. In this case, the customer must list the defects in the acceptance protocol with reference to rectification.
9.3 If the client neither declares acceptance within 10 days of receipt of the services of CBM GmbH nor refuses acceptance in accordance with paragraph 9.1, the service shall be deemed accepted.
10.1 The client must notify CBM GmbH in writing within 10 days of receipt of any obvious deviations from the contractually agreed quality of the services supplied by CBM GmbH which are recognisable upon proper inspection and testing. Deviations which are not obvious and which cannot be detected by a proper inspection must be reported in writing by the client within 7 days of discovery. In the event of failure to comply with these periods for giving notice of defects, a warranty for the defects concerned shall no longer be considered.
10.2 If there is a justified notice of defects, the client must set CBM GmbH a reasonable deadline for subsequent performance in writing. CBM GmbH shall in any case be entitled to choose between rectification of defects and new performance. CBM GmbH shall be entitled to two attempts at subsequent performance within a reasonable period of time in order to carry out subsequent performance for the same defect or for defects directly related thereto. After the second unsuccessful attempt at subsequent performance, the client may withdraw from the contract or demand a price reduction. If the customer wishes to claim damages instead of the services or to carry out the work himself, the subsequent improvement will only fail after the second unsuccessful attempt. The statutory cases of dispensability of setting a deadline shall remain unaffected. Withdrawal due to an insignificant defect is excluded.
11.1 CBM GmbH shall only be liable for intent and gross negligence. In such cases, liability shall be in accordance with the statutory provisions. Otherwise, CBM GmbH shall be liable under the Product Liability Act for injury to life, limb or health or for culpable breach of essential contractual obligations. Damages for the violation of essential contractual obligations shall, however, be limited to the foreseeable damage typical for the contract. The liability of CBM GmbH shall also be limited in cases of gross negligence to the foreseeable damage typical for the contract if none of the exceptional cases mentioned in sentence 2 of this paragraph exists. Liability for damage caused by the subject matter of the contract to the legal interests of the contractual partner, e.g. damage to other objects, is completely excluded, unless there is intent or gross negligence or liability is due to injury to life, limb or health.
11.2 If any liability whatsoever arises for CBM GmbH, taking into account the limitation of liability in the previous paragraph, this shall be limited to 10 % of the invoice value concerned, unless it is a matter of injury to life, body or health. Claims due to delay are limited to 0.5 % of the order value per week of exceeding the delivery time, however, to a maximum of 10 % of the invoice value concerned.
11.3 CBM GmbH is not obliged to check specifications received from the client (e.g. dimensions, calculations or operation-specific data) unless verification of the specifications has been explicitly agreed in writing. CBM GmbH shall in no case be liable for errors in the specifications supplied by the client.
11.4 If CBM GmbH only acts as an intermediary in the selection of service providers (e.g. speakers, consultants, translators, etc.) and the client places orders with these service providers in its name and on its account, CBM GmbH does not assume any liability or warranty for this.
11.5 The client is responsible for ensuring that the use of the specifications handed over to CBM GmbH by him or his employees does not infringe the industrial property rights of third parties. In this respect, the client shall indemnify CBM GmbH against third-party claims and, in the event of damage, shall compensate CBM GmbH for the damage incurred.
CBM GmbH as well as its clients and their vicarious agents undertake to treat all documents and information exchanged in the course of a project confidentially and with the necessary care towards third parties. If CBM GmbH engages subcontractors or freelance consultants to provide partial services, they also undertake to contractually obligate these to maintain secrecy.
13 Reservation of title / right of use
13.1 Until complete payment of all claims arising from the business relationship with the client, the services rendered or objects sold shall remain the property of CBM GmbH.
13.2 The Client is entitled to freely dispose of the documentation handed over, e.g. reports and contract documents within his company. In the case of external commercial use (e.g. resale, publication), this requires the consent of CBM GmbH.
13.3 The client may only assign his rights arising from the business relationship to third parties with the prior written consent of CBM GmbH.
13.4 The assertion of the retention of title to certain documents of CBM GmbH, to which attention is drawn in writing in the applicable case, does not constitute withdrawal from the contract.
14 Terms of payment
14.1 The payment for the services shall be determined in the individual contract between CBM GmbH and the client.
14.2 The orders shall be invoiced after completion of the work or, if agreed, according to the progress of performance in partial amounts. In the case of partial deliveries, the invoice amount attributable to this partial delivery shall become due, irrespective of the extent of the outstanding remaining deliveries.
14.3 Should the necessity arise during processing to extend the scope of the task by mutual agreement, CBM GmbH shall be entitled to invoice the additional costs in accordance with the current hourly rate or at a fixed price to be agreed for this.
14.4 Invoices shall be credited to the account stated in the invoice without deduction within 14 calendar days of receipt. Objections to the invoices must be notified in writing to CBM GmbH within the exclusion period of 14 calendar days after the invoice date. If the relevant payment period is exceeded, CBM GmbH is entitled to demand interest on arrears in the amount of 5% above the respective base interest rate of the European Central Bank without the need for a reminder.
14.5 The customer shall only be entitled to offset or withhold payment if he has undisputed or legally established counterclaims.
14.6 In case of delay in payment and in case of justified doubts about the solvency or willingness of the client to pay, also in case of dishonour of cheques, CBM GmbH is entitled, independent of other legal claims, to demand securities or advance payments for all remaining claims from the contractual relationship. CBM GmbH is further entitled to demand immediate payment of all other claims arising from the business relationship.
15.1 The discontinuation of an ongoing project can only be brought about by both parties for good cause. If a termination is made for a reason for which CBM GmbH is responsible, CBM GmbH shall only be entitled to the remuneration for services rendered up to the termination. In all other cases, CBM GmbH reserves the right to claim the contractually agreed fee, but with deduction of saved expenses.
15.2 Should the client be in delay with his obligation to cooperate as described in paragraph 8, CBM GmbH shall be entitled to set a reasonable deadline for him to make up for this obligation. If the cooperation does not take place within this period, CBM GmbH shall be entitled to terminate the contract with the client.
The client agrees that CBM GmbH may include the client’s name or company name and logo in its reference list.
17 Severability clause
Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Rather, such a provision shall be replaced by a provision which comes closest to the intended economic purpose.
18 Place of jurisdiction/applicable law
18.1 Place of performance for delivery and payment is 66450 Bexbach.
18.2 German law shall apply exclusively.
18.3 Place of jurisdiction is the court responsible for Bexbach.