AGB - General Terms and Conditions of Business

Section 1: Scope

1. Contracts with TWK Test- und Weiterbildungszentrum Wärmepumpen und Kältetechnik GmbH (TWK) are formed solely on the basis of the following contractual terms and conditions. Opposing or contrary terms and conditions issued by the client shall only apply if TWK has given its express, written consent./li>
2. These general terms and conditions shall apply to all test services provided by TWK. Section 6 shall also apply to all TWK vocational training and professional development events, including the working papers prepared.

Section 2: Conclusion of contract

1. A contract is formed when the client accepts a written offer made by TWK unreservedly and in writing. If the client wishes changes to be made with regard to the offer, the contract shall be concluded under the terms and conditions desired by the client, if TWK has issued a relevant written order confirmation.
2. Changes and additions to the contract shall only be valid if they have been agreed between the parties to the contract in writing. This also applies if changes are made to this written form clause.

Section 3: Provision of services

1. TWK shall only be responsible for providing the services listed in the order confirmation. Such services shall be provided in accordance with the latest advances in the provision of services and the relevant statutory requirements.
2. The client is obliged to provide TWK, in a timely manner, in full and without charge, with all necessary and appropriate information, and to submit all documents, required for the provision of its service. The same applies to other acts of cooperation on the part of the client required for the provision of the service. Costs incurred by the client regarding such acts of cooperation shall only be reimbursed if this has been agreed in writing. If acts of cooperation are omitted, or if they are untimely or improper, TWK shall be entitled to charge the client any resulting additional expenditure. TWK reserves the right to assert additional statutory claims.
3. If test services are provided outside our company grounds, the client shall be responsible for taking the necessary steps to implement safety precautions. In exceptional cases, anything different shall only apply in so far as this has been agreed in writing or if this lies in the nature of the matter. TWK reserves the right to refuse to provide its services for as long as the client does not comply with the aforementioned duty to implement safety precautions.
4. If the client provides TWK with a specimen, this shall remain with TWK after the provision of the services and shall be scrapped at the client ’s cost, unless something different has been expressly agreed in writing. The costs and risk of transporting or re-transporting the specimen shall be borne by the client.
5. TWK shall not be liable for damage caused to specimens arising out of the proper provision of its services. If equipment belonging to TWK is damaged through the proper provision of its services and TWK is not responsible for such damage, TWK shall have the right to demand compensation from the client in accordance with Section 670 of the German Civil Code.
6. Test reports, expert appraisals and such like may only be circulated by the client in their complete form and wording. The issue date must be given and any misleading use must be avoided.

Section 4: Periods of time/deadlines

1. Periods of time and deadlines for the provision of the services are always non-binding unless something else is expressly agreed in writing. Periods of time shall not in any event begin until all the duties to cooperate required for the provision of the services have been fulfilled. If a payment in advance has been agreed, periods of time shall begin when such payment has been received.
2. In the event of the non-biding nature of periods of time and deadlines, TWK shall not be in default regarding the provision of its service until a reasonable period set by the client has expired without effect.

Section 5: Consideration

1. The amount of the consideration shall be stated in the offer or in the order confirmation issued by TWK, to which must be added statutory value added tax valid at the time the service is provided.
2. With long-term contracts and contracts for the performance of continuous obligations, TWK reserves the right to increase prices fairly and reasonably. Such price increases shall be notified two months in advance. The client has the right to terminate the contract with one month’s notice from the date of such price increase.
3. Unless agreed otherwise, invoices shall be paid in full within four weeks from receipt. TWK is entitled to demand reasonable payments on account and advance payments. If such payments are not made, TWK shall have a right of retention with regard to outstanding payments.
4. Checks shall only be accepted on account of performance. A claim on the part of TWK shall not be settled until the invoice amount has been unconditionally credited to the account of TWK. Bank charges shall be borne by the client.
5. The client shall only have a right of offset with uncontested or legally established counterclaims. The same shall apply to the exercising of rights of retention.

Section 6: Liability

1. If claims for compensation are asserted by the client, TWK shall bear unlimited liability for intent and gross negligence. In the case of slight negligence, TWK shall bear unlimited liability for claims arising out of physical injury, assumption of a guarantee, warranty of a quality, or under product liability law.
2. Otherwise, in the case of slight negligence, TWK shall only be liable if a significant contractual obligation has been violated. In any event, liability shall be limited to contractually typical and foreseeable losses.
3. In so far as liability under the foregoing is excluded or limited, this also applies to the personal liability of the employees, agents or other parties acting on behalf of TWK.
4. The aforementioned regulations do not change the burden of proof incumbent on the client.

Section 7: Data protection

1. Data protection is governed by our separate data protection declaration, which you can access on the Internet at https://www.twk-karlsruhe.de/Datenschutz.

Section 8: Confidentiality

1. TWK and the client mutually undertake to keep all business and trade secrets of the other side secret for an unlimited period of time and not to pass them on to third parties or exploit them in any way.
2. Documents, drawings and other information which the other contracting party receives on the basis of the business relationship may only be used by the other party within the scope of the respective purpose of the contract.

Section 9: Final provisions

1. The contractual relationship between TWK and the client as well as all legal relations shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of goods shall not be applicable.
2. The courts of the place where TWK has its registered office shall have jurisdiction for disputes arising between the TWK and the client, in so far as the client is a businessman within the meaning of the German Commercial Code, a legal entity as defined by public law or a special authority under public law. The same jurisdiction shall apply if the client has no general venue in Germany, relocates its permanent or habitual residence to a place that is not within the jurisdiction of the German Commercial Code after the contract is concluded, its permanent or habitual residence is unknown at the time proceedings are commenced, or claims are asserted against it by way of default action.
3. Should one or more of the provisions of these General Terms and Conditions of Business be or become ineffective or should they contain omissions, the validity of the contract as a whole shall remain unaffected. In such case, the parties shall agree to terms of financial implication that replace the said provisions in the most amenable way. The same is true in cases where provisions of these General Terms and Conditions of Business are deemed to be missing.

Date: 26.01.2021

Further information

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