General Terms and Conditions of IPC Hormann GmbH
(-hereafter referred to as “IPC”)
§ 1 Scope — General
These General Terms and Conditions shall apply to all services and legal acts performed by IPC Hormann GmbH (IPC). They shall also apply to all future business relations with merchants and legal entities under public law. Conflicting or deviating terms and conditions of the principal shall only apply if they have been acknowledged in writing by IPC or expressly confirmed. As an independent control company, IPC can only accept orders that do not compromise its independence or neutrality.
IPC documents facts within the scope of its on-site inspection activities. Their comprehensibility for the client or third parties is not one of the contractual obligations owed by IPC.
Insofar as the expert opinions or statements prepared by IPC contain evaluations, these shall be issued to the best of IPC’s knowledge and belief.
§ 2 Placing of order
A contractual relationship shall come into effect as soon as IPC has sent a written order confirmation to the principal or to an agent appointed by him after receipt of an order. Amendments, supplements and verbal subsidiary agreements or information must be in written form.
The Client expressly acknowledges that declarations of intent, in particular orders, order confirmations and other written correspondence, are legally binding and effective even if they are sent or submitted exclusively by email. Declarations of intent requiring receipt shall be deemed to have been received on the day the email is sent.
§ 3 Duties of the Client
The principal is obliged to provide IPC conscientiously, completely and free of charge and in good time with all information, documents and data necessary for the execution of the order. IPC is not obliged to check the completeness and correctness of information or data made available to it by the principal, unless there is special reason to do so in view of the circumstances of the individual case.
If the execution of the order requires the principal to cooperate once or several times, he shall do so at his own expense; expenses shall not be reimbursed to him unless otherwise agreed. IPC shall be entitled to charge for any additional expenses incurred by it due to the lack of cooperation on the part of the principal.
If, after the order has been placed, IPC is unable to provide services, in particular on-site inspection activities, for reasons for which IPC is not responsible, IPC shall be entitled to withdraw from
from the contract. This shall also apply in the event that the principal does not or not completely fulfil his obligations to cooperate after a deadline has been set. In the event of withdrawal by IPC, the principal shall be obliged to pay IPC 75% of the remuneration notified in the order confirmation plus costs and expenses in the proven amount plus any taxes. IPC shall be entitled to claim higher damages instead. The principal shall be entitled to prove that no damage or less damage has been incurred.
§ 4 Acceptance
Insofar as the service provided by IPC requires acceptance, intellectual services shall be deemed to have been accepted unless the principal expressly raises reservations in writing within 10 days of receipt. IPC shall then check the service. If a reservation by the principal proves to be unjustified, he shall bear the additional costs incurred by the review.
§ 5 Terms of payment
Invoices issued by IPC are due for payment without deduction immediately, but no later than the date stated on the respective invoice. The value added tax valid at the time of the final execution of the order shall be shown separately for the services rendered by IPC and shall be reimbursed by the principal in addition to the order fee. This shall apply in the event of subsequent invoicing for services initially invoiced without value added tax. In this respect, the Client waives the defence of limitation for a period of 5 years from the date of the invoice.
In the event of late payment, the principal shall pay interest on arrears at a rate of 8 percentage points above the base rate. In addition, IPC shall be entitled to charge the principal € 5.00 plus any delivery costs and translation costs for each reminder sent to the principal.
Offsetting by the principal is only permissible with counterclaims that have been legally established, are undisputed or have been recognised by IPC in writing. The same shall apply to merchants for the assertion of rights of retention.
§ 6 Warranty
The client and IPC agree, that IPC only owes services without a specific result and that it is solely within the client’s sphere of decision and risk to make necessary decisions based on the services provided by IPC.
If a service rendered is defective, IPC may first demand subsequent performance. Subsequent performance shall be effected at IPC’s discretion either by remedying the defect (subsequent improvement) or by providing a new service (subsequent delivery). Only after subsequent performance has failed shall the client have the right to demand, at his discretion, a reduction in payment or cancellation of the contract.
Further warranty rights are excluded. In the event of only a minor breach of contract, the client shall not be entitled to withdraw from the contract. This shall also apply in the event that IPC is not responsible for the breach of duty resulting from a defect. The principal shall notify IPC in writing of any complaints without delay, at the latest within a preclusive period of 8 working days after the service has been handed over to him or to a third party named by the principal.
§ 7 Liability
IPC shall be liable for damage caused by it or a vicarious agent intentionally or through gross negligence as well as for the negligent breach of a material contractual obligation. Liability in the event of gross negligence or breach of a material contractual duty shall be limited to compensation for the foreseeable damage typical of the contract. In the event of liability due to negligence, the liability per case of damage shall be limited to 1.5 times the amount of the remuneration due to IPC from the order. In all other respects, liability for personal injury, property damage and financial loss in connection with an order shall be limited to a maximum of € 20,000.00, unless the damage was caused intentionally or by gross negligence.
The client shall notify IPC of any damage in writing without delay. Claims for damages shall become statute-barred 3 months after receipt of the expert opinion or the service by the client or the third party named by him.
§ 8 Copyright
IPC shall be exclusively entitled to the copyright to all services rendered by IPC. Only after full payment of the remuneration invoiced by IPC shall the principal be entitled to exploit the services provided by IPC and to use them vis-à-vis third parties.
The transfer and exploitation of the services provided by IPC beyond the contractually agreed purpose, in particular their publication, shall only be permitted with the written consent of IPC. The client shall be solely responsible for compliance with the statutory provisions applicable to the exploitation of the service provided by IPC (e.g. competition law), in particular for the content of advertising statements made in connection with the service provided by IPC. In this respect, the client shall indemnify IPC against all third-party claims.
If the service provided by IPC has been passed on to third parties before the invoice issued by IPC has been settled in full, the principal irrevocably agrees to the service being handed over to IPC.
§ 9 Place of performance, assignment
The place of performance for all services shall be Walsrode.
The assignment of claims to which the customer is entitled from the contractual relationship with IPC is excluded.
§ 10 Choice of law, place of jurisdiction
The entire contractual relationship and all claims arising from it shall be governed exclusively by the law of the Federal Republic of Germany. In the event that proceedings are brought before a court, the German language shall be agreed. Any translation costs or costs of proceedings shall be paid by the client to IPC.
The exclusive place of jurisdiction for all disputes arising from the legal relationship between the customer and IPC shall be Walsrode and — in the case of a value in dispute of more than
5,000.00 — the district court of Verden. The same place of jurisdiction shall apply if the client
does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is brought.
§ 11 Miscellaneous
Should one or more provisions of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by such provisions that come closest to the economic purpose of the contract in a legally permissible manner, taking into account the regulatory content of the invalid provisions.
Notice in accordance with § 33 BDSG: Customer data is processed electronically.
The parties expressly agree that e‑mail correspondence is used as communication and lead to legal recognition. Any information that is absolutely necessary for the processing of an order will be passed on to authorised third parties. Otherwise, the data will only be managed internally and stored securely.
In the event that a client fails to pay IPC for services rendered and not questioned despite several reminders, IPC has the right to list the name of the client with his contact details on the IPC homepage under the heading black list.
Walsrode, 30 May 2018