GTC (General Terms and Conditions)

General Terms and Conditions Plan|Bar Innenausbau GmbH

valid from 01.05.2022

•  1 Scope

1. The following terms and conditions of Plan|Bar Innenausbau GmbH (hereinafter referred to as “P|B”) shall apply exclusively and only to entrepreneurs within the meaning of § 14 BGB. Conflicting terms and conditions or terms and conditions deviating from these terms and conditions as well as verbal collateral agreements shall only be recognized if their validity has been agreed in writing.
2. These Terms and Conditions shall also apply to all future transactions between P|B and a Customer, provided that such transactions are of the same and related nature.

•  2 Offer/Conclusion

1. The offers of P|B are subject to change and non-binding, unless a written binding effect has been expressly agreed. A contract shall otherwise be deemed to have been concluded with the uncontradicted acceptance of our order confirmation, the customer’s own order confirmation in the event of a contract being concluded or otherwise by the performance of the service. The contract shall then be deemed to have been concluded in accordance with the terms and conditions of P|B.
2. A supply obligation pursuant to para. 1 exists only from up to one month after submission of the offer, unless a higher binding period is clarified in the offer.
3. The drawings, design proposals, drafts, CAD data, specifications and detailed catalogs provided by the Customer shall be decisive for the offer for the provision of services by P|B.
4. Changes initiated by the client after the order has been placed shall result in corresponding subsequent invoicing and price increases, irrespective of the agreed price and scope of the order.
5. If the client withdraws from his order, he will be charged for all expenses incurred up to that point. In addition, P|B reserves the right to a lump-sum compensation of 25% of the remaining order volume, whereby the customer reserves the right to prove a lesser damage.

•  3 Subject matter of the contract, cooperation, obligations to cooperate

1. The subject of these GTC is the execution of construction components within the scope of construction projects according to the client’s specifications with the aim of structural implementation. Performance components are determined by the offer.
2. P|B will provide the completed work to the Client in the agreed form, otherwise there is only an obligation to provide it in electronic form, here in PDF format. In other formats only upon express request, without any associated obligation.
3. For the execution of the order, the Customer shall provide P|B with the drawings and files required for the construction of the service components, for the correctness of which the Customer shall be exclusively responsible. P|B is not obligated to check whether the documents provided by the Customer are also suitable for the purposes intended within the scope of the constructional implementation after P|B has performed its services accordingly.
4. Furthermore, the customer is obligated to support P|B within the scope of the cooperation required of him. In particular, to provide correspondingly necessary information. In this context, the Customer is obliged to assign competent employees at meetings within the framework of the order development, who also have the authorization to make necessary decisions and decisions associated with the fulfillment of the order by P|B. If P|B submits proposals, drafts or plan drawings to the Customer, the Customer shall carry out an immediate and detailed examination and shall promptly notify P|B of any objections and requests for changes.

5. P|B reserves the right, within the scope of placing the order, to commission subcontractors with the performance of commissioned activities without disclosing this to the Client. In relation to the subcontractor, P|B shall pass on the obligations arising from this contract. P|B shall be liable for the proper execution of the order by the subcontractor.

• 4 Default and Delivery

1. In principle, P|B is bound by the deadlines agreed in the order. Delays in order processing that are the fault and responsibility of the client shall be borne by the client.
2. All documents required by P|B for the timely processing of the order shall be forwarded to P|B without delay and upon request.
3. Furthermore, the dates stated are approximate unless a fixed date for the service has been expressly agreed in writing.

•  5 Prices, remuneration, additional expenses

1. Unless otherwise agreed in writing, the prices shall apply as agreed in the contract. Billing is on an hourly basis. The current hourly rate is 68€ net.
2. Payment of the invoice amounts shall be made exclusively to the account specified in the invoice. The deduction of a cash discount is only permissible if expressly agreed in writing.
3. Unless otherwise agreed, the invoice amount is to be paid within 10 days from the date of invoice. Interest on arrears shall be charged at a rate of 15 percentage points above the respective base interest rate p.a.. The assertion of a higher damage caused by default incl. collection and legal fees is reserved.
4. P|B bills twice a month. The period from 01. of the month until 15. and from 16. until the end of the month.
5. For services provided after a period of three months after conclusion of the contract, price increases are possible with appropriate justification.
6. In addition to the agreed provisions, additional expenses shall be remunerated separately, in particular if the client communicates subsequent requests for changes and additions. This shall also apply if P|B, at the request of the Customer, makes changes or additions that relate to services that have already been accepted. There shall be no obligation to consider requests for changes or additions if these relate to services that have already been accepted or completed.

•  6 Offsetting and right of retention

1. A set-off of the customer with any other claims against P|B is excluded. This also includes claims for damages, reductions and the like arising from all mutual legal transactions. Claims against P|B are to be asserted in separate proceedings.
2. Should a customer be in arrears with the payment of partial invoices or invoices from previous legal transactions, we shall have a right of retention, at our discretion, in respect of technical documents to be produced and documents provided.

•  7 Uncertainty defense

1. If P|B becomes aware of the Client’s lack of ability to perform after the conclusion of the contract, the Design Office shall be entitled to discontinue its contractual performance obligations with remuneration for the performance rendered up to that point.
2. This defense with regard to the obligation to perform shall not apply if the Customer provides corresponding securities upon request.

•  8 Acceptance

1. After completion of services by P|B that meet the contractual requirements, the Customer shall accept the service within two weeks by means of a corresponding declaration. If the Customer does not react to the acceptance after the P|B has been sent, the individual services provided shall be deemed to have been accepted.
2. At the latest upon completion of the construction in its entirety in accordance with the contractual specifications, the client will accept the entire project by declaration by text or by mail. If again there is no response within two weeks after request and submission by P|B, the entire project is considered accepted.
3. In this respect, P|B will once again inform the Customer upon delivery of the documents that acceptance is to take place and that in the absence of a response, acceptance will be deemed to have taken place after two weeks. Insignificant defects preclude refusal of acceptance, but must be asserted by way of warranty rights.

•  9 Rights of use, retention of title, modification of design results

1. The Customer may use the copyrighted property of P|B’s employees without P|B’s consent only to the extent that the Customer has been granted a corresponding right of use. The documents produced by P|B remain the intellectual property of P|B until full payment has been made by the Client and are protected by copyright.
2. Use by or transfer to third parties for their use is prohibited until full payment has been made. In the event of infringement, the claims against the client shall also be transferred to the third party.
3. If the Client loses his ability to pay before the final payment of the object of the order, P|B is entitled to the surrender of the object of the order by the Client according to his will. Likewise, the further use by the client or third parties of data and recordings resulting from the commissioned item, which are the intellectual property of the commission, is prohibited under copyright law.
4. The client is not entitled to further develop or otherwise change the service contents created by P|B. In the event of non-compliance, P|B shall not be liable for any errors arising later on the construction. In this respect, the Customer shall indemnify P|B against liability towards third parties upon first request in the event of a claim being made against P|B by third parties following a change.
5. If any third party makes changes in the technical documents produced by P|B or deviates from them in the implementation of the technical documents, P|B shall indemnify itself against all damages in connection with the change/deviation. The burden of proof shall be on the client.

•  10 Warranty, liability

1. P|B shall be liable for defects in service content in accordance with the statutory provisions. If P|B’s work deviates in any way from the contractually agreed requirement, P|B must be notified of the defects without delay.P|B is not liable for content contributed by the Client. P|B is not obliged to check content for legal conformity. In the event of a claim being made against P|B on account of legal violations which lie within the sphere of the Customer, the Customer shall indemnify P|B.

2. P|B reserves the right to remedy all defects itself. Rectification is possible at least twice. If a defect is remedied by a third party or by the Customer itself without P|B having been notified thereof and without having been given the opportunity to remedy the defect, P|B shall not be liable for any costs and damages arising therefrom.

3. P|B shall be liable for slight negligence only in the event of breach of material contractual obligations and in the event of personal injury and in accordance with the Product Liability Act. Furthermore, P|B’s pre-contractual, contractual or extra-contractual liability is limited to intent and gross negligence. In this context, the limitation of liability shall also apply in the event of fault on the part of a vicarious agent or subcontractor of P|B.

•  11 Liability, data protection, confidentiality

1. Liability is assumed by P|B only to the extent covered by insurance customary in the industry. Should the client require special insurance in individual cases, this is to be taken out at the client’s expense after consultation.
2. P|B is not liable for indirect damages and consequential costs such as purely economic losses, loss of profits, loss of business opportunities, and expenses for substitute actions.
3. The parties undertake to maintain confidentiality vis-à-vis third parties with regard to all information to be treated confidentially which has become known within the framework of the contractual relationship and to only hand over documents with the written consent of the other contractual partner. Confidential information shall be all information designated as confidential by the party providing the information and such information, the confidentiality of which is evident from the external circumstances. The foregoing obligations shall not apply to such information which was already available to P|B prior to the commencement of the contractual relationship and which is publicly known and accessible.
4. Public statements on the cooperation of the parties shall be made only by mutual consent. The obligations continue to exist after the end of the contract.
5. In addition, P|B will store data of the Customer to the extent customary in the industry and undertakes to provide the Customer at any time with information about what data is stored about him, furthermore, P|B undertakes to delete stored data at the corresponding written request of the Customer.

•  12 Final provisions

1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany.
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be Münster Local Court.
3. Changes and additions to the contract must be made in writing. This also applies to the amendment of this written form clause. Verbal collateral agreements shall only become valid if they are subsequently confirmed in writing.
4. Should individual provisions of this contract be or become invalid or contain a loophole, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.