General terms and conditions of RaumLenker MotorConsult
Status: July 1, 2020
§ 1 Scope
1. These general terms and conditions apply to all contracts between RaumLenker MotorConsult and its clients. Conflicting or deviating business, contractual and / or purchasing conditions are not recognized unless their validity is approved in writing.
2. Insofar as individual contractual agreements have also been made between the contracting parties, these have priority over the provisions of these general terms and conditions. These general terms and conditions then only apply in addition if and to the extent that nothing or nothing different is regulated in the individual contract.
§ 2 Services by RaumLenker MotorConsult
The contracting parties agree that RaumLenker MotorConsult only owes the provision of services in the field of marketing communication, the creation of sales concepts and advice on process and structural optimization in the client's company, but not the production of a work or the creation of one certain success. The contracting parties also agree that the exclusively contractual character of RaumLenker MotorConsult's obligation to perform will not change, even if RaumLenker MotorConsult undertakes to record the results of its service in writing and to prepare and submit corresponding reports, market observations, studies and the like. Unless expressly agreed otherwise, any type of document with content on research and investigation results, observations and recommendations for action as well as process descriptions do not constitute expert opinions, but only reflect the essential content of the process and the result of the services.
2. RaumLenker MotorConsult is entitled to use competent third parties as subcontractors to carry out the order. The contracting parties also agree that RaumLenker MotorConsult does not owe or perform any legal, tax or auditing activities. Insofar as RaumLenker MotorConsult ensures that such activities are carried out by engaging appropriate professionals, it only acts as an intermediary without becoming a debtor / contractual partner for such activities.
3. The contracting parties agree that RaumLenker MotorConsult is not obliged to check the information, data or documents provided in writing or orally for their factual or computational correctness, completeness or correctness. However, if RaumLenker MotorConsult realizes that the information, data or documents given to it in writing or orally are obviously incorrect, incomplete or improper, it will point this out.
4. The client is entitled to the removal of any defects. This claim must be made immediately. The RaumLenker MotorConsult is to be given the opportunity to make improvements.
§ 3 Storage of documents
RaumLenker MotorConsult is no longer obliged to keep the documents handed over to it by the client for the purpose of providing the services owed if three years have passed since the date of termination of the contractual relationship or half a year since a written request to the client to collect the documents Year has passed.
§ 4 Obligation to Cooperate
1. The client is obliged to support RaumLenker MotorConsult to the best of its ability, namely to provide all information and documents required for the execution of the order, and to create all the prerequisites necessary for the orderly execution of the order in its operating sphere.
2. The client is also obliged to name one or more persons to RaumLenker MotorConsult who are authorized to make all declarations necessary for the client to provide the service owed.
§ 5 data protection, data transmission
1. The client agrees that the exchange of data and information in the cooperation with the client and with all project participants also takes place via unencrypted e-mails. If the client wishes that data is not sent via unencrypted e-mails and e-mail attachments, he will notify the contractor in writing - either in individual cases or in general. In this case, e-mail attachments are sent in encrypted form, which the client can only open with a password. Both for sending data from the client to the contractor and vice versa, if encryption is required, encryption and decryption methods that can be used with standard software (in particular MS Office, Apple Mail) without additional installations must be used.
2. RaumLenker MotorConsult is entitled to automatically collect, automatically process and save personal data entrusted to it by the client and his employees as part of their work and - within the scope of the subject matter of the order - possibly to a service data center or other suitable third party for further order data processing transfer. If third parties are involved, RaumLenker MotorConsult must ensure their confidentiality obligation.
3. The client is aware that the content of unencrypted emails or their attachments can possibly be read by unauthorized third parties. Nevertheless, the client agrees to communication and the transmission of documents by unencrypted email. Should the client want a different communication technology, he will inform RaumLenker MotorConsult.
§ 6 Rights to the work results
1. RaumLenker MotorConsult is exclusively entitled to all copyrights or rights from supplementary performance protection under competition law to all documents created by RaumLenker MotorConsult for the purpose of providing the services owed.
2. The use, reproduction and publication of such documents created by RaumLenker MotorConsult for the purpose of providing the services owed is permitted to the client only for his own business for the purposes stipulated in the contract.
3. The transfer of the work results of RaumLenker MotorConsult to third parties requires the written consent of Mammut Consulting GmbH, unless the content of the order already gives consent to the transfer.
§ 7 right of retention
RaumLenker MotorConsult has a right of retention to the documents provided by the client for the purpose of providing the services owed until their claims from the contractual relationship have been fully met. This right of retention does not exist if and to the extent that this would cause the client a disproportionate disadvantage, even taking into account RaumLenker MotorConsult's interest in performance.
§ 8 remuneration
1. Unless otherwise agreed, the usual remuneration as well as the reimbursement of expenses in the usual amount shall apply as agreed.
2. RaumLenker MotorConsult is entitled to settle the work performed every 14 days after the start of the contractual relationship. The fee is due immediately after the invoice has been issued.
3. In addition to the fee claim in accordance with paragraph 1, RaumLenker MotorConsult is also entitled to reimbursement of all expenses and expenses incurred in providing the services owed.
4. The client can only set off claims against the fee claim and the claim for reimbursement of expenses with undisputed or legally established claims.
5. Sales tax is calculated at the statutory rate.
6. Several clients on the same order are jointly and severally liable for the remuneration.
7. With the payment of invoices from RaumLenker MotorConsult by the client or a third party commissioned by the client, the claims asserted with the respective invoice are deemed to be recognized. Claims for repayment are excluded.
8. Objections to invoices from RaumLenker MotorConsult must be made no later than four weeks after receipt; later objections are excluded.
9. If the order ends before it has been fully executed, RaumLenker MotorConsult will receive a proportion of the remuneration that corresponds to the scope of its work up to the end of the order. If the order is terminated prematurely for reasons for which the client is responsible, RaumLenker MotorConsult is also entitled to 90% of the remuneration to which it is entitled for this period for the period from the termination of the order to the expiry of the agreed ordinary notice period. The contracting parties have the option to prove a lower or higher damage.
§ 9 Confidentiality
RaumLenker MotorConsult undertakes to maintain secrecy about all facts that it becomes aware of in connection with the execution of the order, unless the client releases it from this obligation.
The duty of confidentiality does not exist if the disclosure is necessary to safeguard the legitimate interests of RaumLenker MotorConsult. RaumLenker MotorConsult is also released from the duty of confidentiality to the extent that it is obliged to inform and cooperate according to the insurance conditions of its professional liability insurance.
The duty of confidentiality does not apply to the client's lending banks.
§ 10 liability
RaumLenker MotorConsult's liability for damage to the client is excluded, unless there is an intentional or grossly negligent breach of duty.
However, RaumLenker MotorConsult is liable for damage from culpable injury to life, body and health as well as damage from culpable breach of essential contractual obligations (so-called cardinal obligations); in the case of the latter, however, in the event of slight negligence, the amount of liability is limited to the typical damage that was foreseeable at the time the contract began. RaumLenker MotorConsult is not liable for loss of production and lost profit at the client's side.
Liability for the success or the achievement of certain goals of the client is fundamentally excluded, unless something else is expressly agreed in writing.
§ 11 Limitation
All claims of the client against RaumLenker MotorConsult resulting from the contractual relationship expire after 2 years. Notwithstanding this, the statutory limitation period of 3 years applies if RaumLenker MotorConsult is guilty of intent.
§12 termination of the contractual relationship
Unless otherwise agreed, the contractual relationship can be properly terminated by both contracting parties with a notice period of 14 days to the end of the month. Any termination must be in writing to be effective.
§ 13 Termination of the Order
The order placed with RaumLenker MotorConsult is terminated by the provision of the services owed. If RaumLenker MotorConsult notifies the client in writing of the complete provision of all services owed, the client can no longer request the provision of further services if he does not complain in writing of the incompleteness of the services rendered to RaumLenker MotorConsult within four weeks of receipt of the written declaration.
§ 14 final provisions
German law applies exclusively to all claims resulting from or in connection with this contractual relationship.
The place of jurisdiction is the seat of RaumLenker MotorConsult. However, the latter can also sue the client at his general place of jurisdiction.
Should individual provisions of these terms and conditions be or become ineffective, this should not affect the effectiveness of the remaining provisions. The contracting parties are then obliged to make a replacement regulation that comes as close as possible to the economic purpose of the invalid clause.