General Terms and Conditions of TP Safety GmbH for Engineering Services, Consulting and Seminars (B2B)

Legal Note: Governing Law and Language

This English translation of our General Terms and Conditions (AGB) is provided for convenience and information purposes only. The German version is the sole legally binding version. In the event of any discrepancies, contradictions, or disputes regarding the interpretation of these terms, the original German version shall prevail. All legal relations between TP Safety GmbH and the client are governed exclusively by German law.

Section 1 Scope and subject matter of the contract

(1) These General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all contracts, deliveries and other services provided by TP Safety GmbH (hereinafter referred to as “Contractor”) to its clients (hereinafter referred to as ‘Client’).

(2) The Contractor's offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. The conclusion of a contract with consumers (Section 13 BGB) is excluded. By placing an order, the Client assures that it is acting in the exercise of its commercial or self-employed professional activity.

(3) Deviating, conflicting or supplementary general terms and conditions of the client shall only become part of the contract if and to the extent that the contractor has expressly agreed to their validity in writing. This requirement of consent shall apply in all cases, for example even if the contractor performs the service without reservation in the knowledge of the client's general terms and conditions.

Section 2 Offer and conclusion of contract

(1) The contractor's offers are subject to change and non-binding unless they are expressly marked as binding.

(2) If the client places an order without a prior binding offer, the contractor may accept it within 14 days by written order confirmation or by commencing performance of the service.

(3) If the contractor submits an offer that is expressly designated as binding, it shall remain bound by this offer for 30 calendar days from the date of the offer. After this period has expired, the contractor shall no longer be bound by the offer. Late acceptance by the client shall be deemed a new offer.

(4) The scope of the services owed shall be determined solely by the Contractor's written order confirmation, including these General Terms and Conditions. Verbal side agreements, promises or guarantees made by employees or representatives require written confirmation by the management to be effective. Transmission in text form (e.g. by email) shall suffice to comply with the written form requirement.

Section 3 Type of service and scope of services

(1) Unless the parties have expressly agreed in writing to achieve a specific result (contract for work and services, e.g. preparation of an acceptable expert opinion), the contractor shall provide services in the form of consulting, support and training (contract for services in accordance with Section 611 BGB).

(2) Responsibility for the technical and economic success of the measures, in particular for the design, manufacture and safe operation of machines, remains with the client. In particular, the client bears sole legal responsibility for placing the machine or system on the market and/or putting it into operation in accordance with the applicable directives and regulations. The contractor is obliged to provide professional advice based on the rules of technology recognised at the time of service provision.

(3) If the contractor provides services such as CE coordination, the preparation of risk assessments, SISTEMA certificates, safety inspections or comparable specialist services, it is obliged to provide technically sound elaboration or advisory support. The final decision-making authority and responsibility for implementing the results and signing declarations of conformity or installation remains with the client.

(4) The contractor is entitled to use qualified subcontractors (e.g. freelancers or partner engineering firms) to fulfil its contractual obligations. The contractor's responsibility towards the client remains unaffected by this.

Section 4 Client's obligations to cooperate

(1) The client acknowledges that the proper, professional and timely performance of the services by the contractor depends significantly on the active and timely cooperation of the client.

(2) The client shall provide the contractor with all information and documents necessary for the execution of the order (e.g. circuit diagrams, hydraulic diagrams, third-party risk assessments) in a timely manner, in full, free of charge and, as far as possible, in digital, editable form (e.g. PDF, DWG, STEP, DOCX) and in German or English. The contractor shall not be obliged to check the data and information provided by the client for accuracy, unless this has been expressly agreed as a service.

(3) Insofar as services are to be performed on the client's machines or systems, the client shall ensure at its own expense that:

a) the machine is freely accessible at the agreed time and is in the operating condition required for the test (e.g. automatic mode, setup mode);

b) the client's necessary, qualified operating and maintenance personnel authorised to perform switching and operating tasks are available to provide support;

c) all necessary safety precautions have been taken at the place of use to enable the contractor to work safely.

(4) If the client fails to fulfil its obligations to cooperate, it shall be in default of acceptance. The contractor shall be entitled to charge separately for the additional expenses incurred as a result (in particular waiting times, additional travel) on the basis of the agreed hourly rates or remuneration. Agreed deadlines shall be extended appropriately by the duration of the hindrance. The contractor shall not be liable for delays or damage resulting from insufficient or delayed cooperation on the part of the client.

Section 5 Remuneration, waiting times and terms of payment

(1) Remuneration shall be based on the individual offer. All prices are net prices plus the applicable statutory value added tax. If no fixed fee has been agreed, invoicing shall be based on actual expenditure at the Contractor's hourly rates valid at the time of service provision.

(2) If the provision of services on site is delayed due to circumstances for which the client is responsible (e.g. machine not operational, missing documents, lack of access, waiting for security personnel), the resulting waiting time shall be remunerated as working time at the agreed hourly rate. However, the contractor must offset the value of what he saves as a result of not providing the service or what he earns or maliciously fails to earn by using his services elsewhere (Section 615 sentence 2 BGB).

(3) Unless otherwise specified in the offer, travel times, travel expenses and accommodation costs shall be invoiced separately upon presentation of receipts or in accordance with the flat rates specified in the offer.

(4) Invoices are due for payment without deduction within 30 days of the invoice date (‘30 days net’).

(5) In the event of late payment, the statutory provisions shall apply. The default interest rate for remuneration claims between entrepreneurs is nine percentage points above the respective base interest rate (Section 288 (2) BGB). The right to assert the flat rate pursuant to Section 288 (5) BGB (EUR 40.00) and any additional damage caused by default remains reserved.

(6) The client shall only be entitled to a right of retention or to offset counterclaims if his counterclaims have been legally established, are undisputed or have been recognised by the contractor.

Section 6 Cancellation of services

(1) If the client cancels or terminates a fixed on-site appointment or a commissioned service without good cause for which the contractor is responsible, the contractor shall retain the right to the agreed remuneration, but must allow for any expenses saved to be offset.

(2) To simplify billing, the following flat rates are agreed for the remuneration claim in the event of cancellations:

a) up to 14 calendar days before the appointment: free of charge;

b) 13 to 3 calendar days before the appointment: 50% of the agreed fee;

c) less than 3 calendar days (72 hours) before the appointment: 90% of the agreed fee.

(3) Travel expenses that have already been incurred and can no longer be cancelled (e.g. hotel bookings, train tickets) shall be reimbursed in full by the client in the event of cancellations in accordance with paragraphs 2 b) and c).

(4) The client is entitled to prove that the contractor has incurred no or significantly less damage. The contractor reserves the right to prove higher damages.

(5) If the contractor is unable to perform due to illness or force majeure, there shall be no entitlement to performance on the agreed date. In this case, the contractor shall offer a replacement date at short notice. Further claims by the client (e.g. compensation for downtime) are excluded, unless the failure was caused by the contractor intentionally or through gross negligence.

Section 7 Liability and limitation period

(1) The contractor shall be liable without limitation for damage resulting from injury to life, limb or health caused by a negligent or intentional breach of duty by the contractor, its legal representatives or its vicarious agents (e.g. subcontractors). The same applies to other damages resulting from an intentional or grossly negligent breach of duty.

(2) In the event of slight negligence, the contractor shall only be liable for breaches of essential contractual obligations (cardinal obligations). Cardinal obligations are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies.

(3) In cases of slightly negligent breach of material contractual obligations (cardinal obligations), liability shall be limited to the foreseeable damage typical for the contract at the time of its conclusion. In these cases, liability is limited in amount to the coverage of the Contractor's professional and general liability insurance, but at least to 5,000,000 EUR for personal injury and 3,000,000 EUR for property damage and financial loss per claim.

(4) Liability for indirect damage, in particular loss of profit, loss of production, business interruption or other consequential damage, is excluded in cases of slight negligence.

(5) The contractor shall not be liable for damage or defects resulting from the client's breach of its obligations to cooperate in accordance with Section 4 (e.g. by providing incorrect plans, incomplete documentation or incorrect technical information). The contractor shall only be obliged to check the documents provided by the client if this has been expressly agreed in writing.

(6) Liability under the Product Liability Act remains unaffected.

(7) Claims for defects (if a contract for work and services exists) and claims for damages shall become time-barred one year after acceptance of the service or from the start of the statutory limitation period. This does not apply to claims under paragraph (1).

Section 8 Copyrights and rights of use

(1) The contractor reserves all copyrights and property rights to the documents created by the contractor (e.g. risk assessments, expert opinions, concepts, plans, training documents).

(2) Upon full payment of the remuneration, the client shall receive the simple, non-transferable, temporally and spatially unrestricted right to use the work results created for the contractually stipulated purpose. The contractually stipulated purpose generally includes the operation, maintenance and servicing of the machine examined, as well as the submission of documentation to authorities within the scope of market surveillance.

(3) Any use beyond this, in particular the reproduction, distribution, editing or transfer to third parties (except to authorities or as part of the sale of the machine as accompanying documentation) requires the prior written consent of the contractor.

(4) The client is not entitled to remove or alter the contractor's protective notices (e.g. copyright notices).

Section 9 Special conditions for seminars and training courses

(1) These conditions apply to events in which the contractor acts as the direct organiser. Registrations for seminars must be made in writing (e.g. by e-mail or via a booking system provided on the website). The registration constitutes an offer by the client. The contract is only concluded upon confirmation by the contractor in writing (acceptance).

(2) Cancellation by participants:

a) Cancellations must be made in writing.

b) Up to 30 days before the start of the event: free of charge.

c) 29 to 14 days before the start of the event: 50% of the participation fee.

d) From 13 days before the start of the event or in case of no-show: 100% of the participation fee.

e) The client is entitled to name a replacement participant at any time before the start of the event. No additional costs will be incurred for this.

f) The client is permitted to prove that no damage or less damage has been incurred.

(3) The contractor reserves the right to cancel seminars if the minimum number of participants specified in the offer is not reached or for good cause (e.g. sudden illness of the speaker, force majeure). Cancellation shall be made in writing no later than 5 working days before the date (in the case of minimum number of participants) or immediately (in the case of illness).

(4) In the cases referred to in paragraph (3), any fees already paid shall be refunded in full. Further claims by the client, in particular compensation for travel or accommodation costs already booked, as well as loss of working hours or loss of profit, are excluded, unless the cancellation was caused by the contractor intentionally or through gross negligence.

(5) The contractor is entitled to make necessary changes or deviations in terms of content, methodology and organisation (e.g. updates due to new standards), provided that these do not significantly alter the benefits of the announced event for the participant. The contractor is entitled to replace the scheduled speakers with other, equally qualified persons if necessary.

Section 10 Confidentiality

(1) The parties undertake to treat all knowledge of confidential information, technical data and trade secrets of the other contracting party obtained in the course of their cooperation as confidential for an unlimited period of time and to use it only for the purposes of the contract. The parties shall also impose these obligations on their employees and any subcontractors they may use.

(2) This obligation shall not apply to information that is public knowledge or becomes known without breach of this confidentiality obligation. Furthermore, information that must be disclosed due to legal regulations or official/court orders is also excluded. In this case, the other contracting party must be informed in advance.

Section 11 Choice of law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws provisions.

(2) If the client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive, including international, place of jurisdiction for all disputes arising from the contractual relationship shall be the contractor's place of business (Remscheid). However, the contractor shall also be entitled to sue the client at the client's general place of jurisdiction.

Section 12 Severability clause

Should individual provisions of this contract be or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the rest of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. Insofar as the invalidity is based on a measure or time provision (e.g. cancellation periods), the legally permissible measure shall apply.