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