General Terms and Conditions (GTC) of Procuros GmbH
§ 1 General
(1) These General Terms and Conditions (the "GTC") apply to all business transactions between of Procuros GmbH, Krohnskamp 56, 22301 Hamburg ("Provider") and its contractual partners.
(2) The GTC are exclusively applicable in business to business transactions (Section 14 German Civil Code (BGB)).
(3) The GTC shall also apply within the framework of an ongoing business relationship for all future transactions, even if no express reference is made to them.
(4) These GTC conclusively regulate all business transactions between the Provider and the contractual partner, but they may be replaced or supplemented by further General Terms and Conditions and/or individual contractual provisions. In particular, the provider does not accept the general terms and conditions of the contractual partner and therefore they are not part of the contract, regardless of whether they contain provisions that deviate from or supplement these GTC or have been separately rejected.
§ 2 Establishment of a business relationship
(1) All offers of the Provider are non-binding.
(2) With the exception of the provision of requested services within an existing business relationship and/or a framework agreement, binding agreements are only effective after written or textual confirmation by the Provider, unless otherwise agreed individually.
§ 3 Deadlines
(1) Information about service provision, delivery periods and dates are non-binding, unless they have been bindingly promised by the Provider. In the case of contracts concluded by telephone, promises regarding deliveries, deadlines and dates are only binding if they are not revoked by the next working day within 24 hours at least in text form.
(2) Insofar and as long as a case of force majeure exists, the parties shall be temporarily released from their performance obligations.
(3) Force majeure shall mean any external event caused by elementary forces of nature, including pandemics, or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means, even by the utmost care reasonably to be expected in the circumstances, and which is also not to be accepted due to its frequency (esp. strikes, severe weather, wars, demonstrations, pandemics/epidemics, official measures, material shortages, other failures of technical equipment, also at third parties, logistical disruptions, etc.).
(4) The parties may terminate their agreement if performance is not forthcoming for more than six months due to an event of force majeure and a mutually agreeable adjustment to the agreement cannot be reached.
§ 4 Payment
(1) All prices are exclusive of the respective statutory value added tax.
(2) Payments are to be made within a period of 14 calendar days after receipt of an invoice without deduction, unless otherwise agreed between the Provider and the contractual partner.
(3) The contractual partner shall only be entitled to set-off and retention with similar claims for claims that are undisputed or have been legally established. For dissimilar claims, a right of retention is limited to claims of the contractual partner from the same contractual relationship.
(4) If a significant deterioration in the financial circumstances of the contractual partner occurs after the conclusion of the contract or if the Provider becomes aware of a previously occurring deterioration in financial circumstances only after the conclusion of the contract, the Provider is entitled to demand either advance payment or the provision of security at its own discretion.
§ 5 Disclaimer
(1) The parties shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, limb or health.
(2) Notwithstanding these cases (para. (1)), the parties shall be liable to each other in the event of a slightly negligent breach of duty only in the event of a breach of material contractual obligations, i.e. obligations the fulfillment of which is a prerequisite for the proper performance of the contract or the breach of which jeopardizes the attainment of the purpose of the contract and compliance with which the other party may regularly rely on, but limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract.
(3) The Provider is not liable for lost profits and for other financial losses and/or indirect damages of the contractual partner.
(4) Apart from that, liability of the parties is excluded.
(5) Insofar as the liability of the Provider is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of the Provider.
(6) The above limitations of liability shall not apply in the event of intentional and grossly negligent acts, for claims arising from a warranty, in the event of injury to life, limb or health, for claims under the German Product Liability Act and for the slightly negligent breach of material contractual obligations. In the event of a slightly negligent breach of material contractual obligations, however, liability shall be limited to compensation for typical damage foreseeable at the time of conclusion of the contract. The same shall apply in the event of gross negligence on the part of simple vicarious agents.
§ 6 Contractual amendments
(1) If the Provider intends to amend these GTC or supplementary general terms and conditions, the proposed amendment shall be communicated to the contractual partner in advance in text or written form. The amendments shall be deemed accepted if the contractual partner does not object to them at least in text form within a reasonable period of time, but no longer than four weeks.
(2) If the contractual partner objects to the change request, it shall be deemed to have been rejected. The contract shall then be continued without the proposed changes. In this case, the Provider shall be granted an extraordinary right of termination with a notice period of four weeks.
§ 7 Place of performance, applicable law, place of jurisdiction
(1) Contracts and agreements with the Provider shall be exclusively governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance for the services of all parties, as well as the place of jurisdiction for all disputes between the Provider and the contracting party, is Hamburg/Germany, as far as legally permissible.
(3) The Provider shall also be entitled to bring an action at the place of business of the contractual partner.
§ 8 Severability Clause
Should any provision of these GTC or of the individual contract with a contractual partner be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The same applies if the contract should contain a loophole. In place of the invalid provision, a provision shall be deemed to have been agreed which - insofar as legally possible - achieves the economic purpose which the parties pursued with the invalid provision or - in the case of a gap - with the contract as a whole.
