General Terms and Conditions for Consulting and Services of ProSafeCon GmbH
These General Terms and Conditions apply to all consulting and services provided to a Customer by ProSafeCon GmbH (“ProSafeCon”) on the basis of an order or an order confirmation. Order and order confirmation are jointly referred to as “Contract” within these provisions.
§1 – Type and scope of consulting and services
- ProSafeCon provides consulting and services in the areas of hazardous goods, occupational safety and hazardous substances. Type, place, time and scope of the consulting and services are determined in the respective contract.
- ProSafeCon shall provide the consulting and services according to this contract in accordance with the current status at the time of conclusion of the contract and by qualified personnel.
§2 – Formation and term of contracts
- The contract shall be concluded by the signing of ProSafeCon’s offer letter or a separate contract document by both contracting parties or by ProSafeCon’s performance of the work requested by the Client. If the Customer of ProSafeCon commissions ProSafeCon without a prior offer (offer), ProSafeCon shall be entitled, at its sole discretion, to accept the order by written declaration of acceptance (including such acceptance by electronic means) or by performance of the commissioned services.
- Only a concordant declaration issued by both parties shall be decisive for the scope of performance. In the absence of such a declaration, the written order confirmation of ProSafeCon shall be authoritative.
- The services shall be performed in accordance with the generally accepted rules of technology and in compliance with the regulations in force during the term of the contract.
- Furthermore, ProSafeCon is entitled to determine the method and type of investigation at its own discretion, unless otherwise agreed in writing or unless mandatory regulations require a certain procedure.
- The performance of the activities does not simultaneously constitute a warranty for the correctness (flawless condition) and functionality of either the inspected or tested parts or equipment.
- In the case of test orders, ProSafeCon is not responsible for the correctness or verification of the regulations, standards, technical rules, programs on which its tests and assessments are based, unless expressly agreed otherwise in writing.
§3 – Cooperation of the customer
- The Customer warrants that all necessary acts of cooperation on his part, on the part of his vicarious agents or third parties are performed in due time and free of charge for ProSafeCon.
- Test objects, documents, auxiliary materials, auxiliary personnel, etc. required for the performance of the services shall be provided free of charge.
- In all other respects, the Customer’s acts of cooperation must comply with the applicable legal provisions, standards, safety regulations and accident prevention regulations.
- The Customer shall bear any additional expenses arising from the fact that work has to be repeated or is delayed due to late, incorrect or incomplete information or improper cooperation. Even if a fixed or maximum price has been agreed, ProSafeCon is entitled to charge for this additional expenditure.
- If the Customer cancels a previously confirmed visit appointment within 14 days before the appointment, the Customer shall bear the additional costs according to the valid price list.
§4 – Compensation
- Remuneration for the performance of consulting and services shall be based on a fixed price agreed in the contract.
- ProSafeCon is entitled to demand surcharges according to the price list for work before 6 a.m. and after 8 p.m., as well as for work on Saturdays, Sundays and public holidays.
- If the scope of services is not specified in writing when the order is placed, billing shall be on a time and material basis. If no fee has been agreed in writing, invoicing shall be based on ProSafeCon’s prices valid at the time of performance of the service.
- The services of ProSafeCon shall be invoiced to the Customer according to the fiscal year (of the Customer) at the beginning of the fiscal year or directly after the conclusion of the contract. This applies unless other agreements have been made in the contract.
- Online instructions must be paid in advance by new customers. Otherwise you will not be able to participate in the instruction.
- The prices are net plus the respectively valid legal value added tax.
- ProSafeCon is entitled to adjust the respective prices a maximum of once a year to changing market conditions, in the event of significant changes in procurement costs, changes in value added tax or procurement prices. In the event of price increases that significantly exceed the regular increase in the cost of living, the Customer shall have the right to terminate the contract. In such cases, he shall be notified of this by the supplier in text form.
- The Customer is only entitled to set-off if his counterclaims have been legally established, are undisputed or have been acknowledged by ProSafeCon in writing. A right of retention of the Customer is excluded, unless the counterclaim of the Customer originates from the same contractual relationship and has been legally established, is undisputed, or has been acknowledged by ProSafeCon in writing.
§5 – Payment terms and delay
- Invoices are due for immediate payment without deduction within 14 days after receipt of the invoice by the Customer.
- If the Customer defaults on a payment in whole or in part, ProSafeCon is entitled to charge the statutory interest of 8% p.a. above the base interest rate from the time of default.
- In case of default of the Customer, ProSafeCon is entitled to withhold its services. During the Customer’s default, ProSafeCon will only perform retained outstanding services against advance payments or securities.
§6 – Qualitative performance failure
- If the consulting and service is not provided in accordance with the contract or is provided incorrectly and ProSafeCon is responsible for this, ProSafeCon is obligated to provide the service in accordance with the contract within a reasonable period of time without additional costs for the Customer. The prerequisite for this is a prior complaint by the Customer, which must be made in text form to ProSafeCon without delay, but at the latest within 2 weeks of becoming aware of it, and which must describe the breach of duty in as much detail as possible.
- If the contractual provision of the service is not successful in essential parts for reasons for which ProSafeCon is responsible, even within a reasonable grace period to be expressly set by the Customer, the Customer is entitled to terminate the contract without notice. In this case, ProSafeCon is only entitled to the remuneration of the shares of the services provided in accordance with the contract.
§7 – Liability
- Any liability of ProSafeCon for slightly negligent breaches of duty is excluded, unless such breaches relate to damages resulting from injury to life, body or health or affect claims under the Product Liability Act.
- Furthermore, liability for the breach of obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and the observance of which the User may regularly rely on (“essential contractual obligations”), shall remain unaffected.
- In case of breach of essential contractual obligations and tortious acts, the liability is limited to twice the remuneration of the respective order in connection with which the damage or expenses occurred. The liability of ProSafeCon shall be limited to a maximum of 1.0 million euros in each case of damage.
- This limitation of liability according to clause 7.2 shall not apply to the extent that a damage is based on intentional or grossly negligent conduct or malice on the part of ProSafeCon or its vicarious agents, as well as for damages based on the breach of obligations for the fulfillment of which ProSafeCon has assumed a guarantee and for damages resulting from injury to life, body or health or for damages for which liability is assumed under the Product Liability Act.
- Claims for damages against the respective other contractual partner shall become statute-barred in accordance with the statutory provisions, but no later than three years after the breach of duty or the tortious act. This shall not apply to cases in which liability is based on intent.
§8 – Data privacy
- ProSafeCon collects, processes and uses personal data only insofar as this is necessary for the establishment, content, processing, fulfillment and amendment of the contractual relationship established with the Customer and/or insofar as the Customer has consented to the collection, processing and use of the data.
- When processing personal data that is necessary for the performance of a contract to which the data subject is a party, Article 6 (1) sentence 1 lit. b DSGVO serves as the legal basis. This also applies to processing operations that are necessary for the performance of pre-contractual measures.
- Insofar as the customer has given consent to the collection, processing and/or use of his data, he may revoke his consent at any time with effect for the future. The revocation recipient is ProSafeCon GmbH
§9 – Confidentiality
- ProSafeCon undertakes to keep confidential all business and trade secrets of the Customer that become known in the course of its contractual activities; such secrets are all information that is not generally available.
- ProSafeCon is entitled to publish work results only with the prior written consent of the Customer; in the case of publication in anonymous form, the Customer’s consent is dispensable. ProSafeCon has the right to use the project including a brief description as well as the name and logo of the Customer as a reference in its own physical and/or digital sales documents including its own websites.
§10 – Prohibition of enticement and employment by third parties
- The Customer undertakes not to entice away any employees of ProSafeCon and/or to employ them via third parties in any form.
- This prohibition shall apply for the duration of the term of the respective agreed contract and for a further two years beyond the term of the contract.
§11 – Final clauses
- ProSafeCon reserves the right to change these General Terms and Conditions subsequently. In this case, ProSafeCon will notify the Customer of the changes in good time (at least: six weeks) in advance. If the Customer does not object to the changes six weeks after receipt of the notification, they shall be deemed accepted by the Customer. If the Customer objects to the changes, ProSafeCon has the right to terminate the contractual relationship with the Customer extraordinarily and without notice. In the notification of the changes, ProSafeCon will also inform the Customer about the possibility of objection and the legal consequences of failure to object.
- Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part or require supplementation, the validity of the remaining provisions shall remain unaffected. In place of the invalid or supplementary provisions, the contracting parties shall agree on a new provision that comes as close as possible to the intended economic purpose.
- The General Terms and Conditions shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of ProSafeCon, Düsseldorf. However, ProSafeCon remains entitled to sue the Customer at the place of jurisdiction generally applicable to the Customer.
- The Customer agrees that ProSafeCon may store and process personal data within the meaning of the DSGVO for its own purposes.