General terms and conditions for services in the area of interim management, project management and strategy advice
Oparium. GmbH, Spalt – Status: 01.06.2014
§1. Scope of competence
Oparium’s general terms and conditions apply to all business transactions with their clients, hereinafter referred to as “clients”. The terms and conditions are automatically recognized by the client when placing the order. They apply for the duration of the business relationship.
The contractor does not recognize any conflicting or deviating conditions of the client. Even if he unconditionally concludes contracts in the knowledge of conflicting or deviating conditions, only the general terms and conditions listed here apply. Deviations are only binding if they are confirmed in writing by the contractor.
§2. SERVICE CONTRACT, PARTICIPATION OF THE CLIENTS
Opium. GmbH (hereinafter also called contractor) is the client’s contractual partner. Oparium carries out its consulting services in accordance with these general terms and conditions.
The basis of the business relationship is the respective individual consulting contract or the client’s written order to Oparium, in which the scope of services and the remuneration are recorded. Unless otherwise expressly agreed, the contracts concluded by Oparium are service contracts.
The object of the contract is therefore the provision of the agreed services and not the achievement of a certain success. In particular, Oparium does not owe a certain economic result. Its statements and recommendations prepare the client’s business decision. Under no circumstances a replace can be done. Oparium provides its services in coordination with the client. Oparium is not employed by the client.
The client will make every effort to support Oparium in order to enable the order to be carried out successfully and to provide all the information and documents required for the execution. The client will provide Oparium with all provisions necessary for the execution of the order (company statutes, rules of procedure, etc.). The contractor is not liable for errors that can be attributed to the lack of such documents.
The contractor is entitled to use assistants, expert third parties and other vicarious agents to carry out the order. Consulting services in legal and tax matters are neither promised nor provided by the contractor due to the applicable provisions. These services are to be provided by the customer himself.
§3. OFFERS, FEES, PAYMENT TERMS
The offers are subject to change. changes are reserved. A contract with the client is only concluded by a written confirmation order from the contractor. The same applies to supplements, modifications or subsidiary agreements. Sending an invoice is equivalent to an order confirmation. All fees plus applicable sales tax are in Euros. Updates and changes to offers and orders are specified in writing by both parties and are part of the contractual relationship between the client and Oparium.
The right for payment of the agreed price arises for each individual service as soon as it has been performed by Oparium. All additional services provided by Oparium, which are performed in addition to the agreed price, are additional services that are remunerated separately. For the services of the contractor, the fees agreed in the consulting agreement are calculated. If the advice of the used consultant is more than 50 km away from its location, travel and accommodation costs will be separately charged to the customer, provided that no other arrangement is made.
Unless otherwise agreed, the fee for the service provided will be invoiced and is due without deduction 15 calendar days after receipt of the invoice. Even without a reminder from Oparium, the client is also in default if he does not make the payment within 30 days after due date and receipt of the invoice.
In this case, Oparium is entitled to claim default interests according to the statutory interest rate. If the client is in default of payment, the contractor can terminate the contractual relationship without notice or suspend the agreed service without terminating the contract. For days on which Oparium provides its services but does not provide them due to late payment, Oparium can invoice the full daily rate. The client is only entitled to offset and withhold similar claims if they have been legally established and are undisputed. For dissimilar claims, a right of retention is limited to claims from the same contractual relationship.
§4. DELIVERY DEADLINES AND APPOINTMENTS
Delivery times can only be guide times or expected dates that are given to the best of our knowledge and conscience. It is our concern to provide our services within 10 working days after the order has been confirmed. Failure to meet an appointment only entitles the client to assert his statutory rights if he has given us a reasonable grace period.
§5. TERMINATION, NOTIFICATION, NOTICE OF COMPLAINT
The client can terminate the contract without notice if the contractor can prove that there have been serious mistakes of performance that make further cooperation unreasonable for the client or if the Oparium is prevented from carrying out the order for a period of more than 20 working days for reasons for which Oparium is responsible.
Any termination must be made in writing. The client must immediately raise objections to Oparium’s services or invoices in writing (obligation to give notice of defects). If the client does not report any objective or serious defects in writing within 10 working days of the completion of the order, the order will be considered final. The date of receipt by Oparium applies. If the client completely questions a service, this complaint must be confirmed by a serious counter-opinion prepared by a third party. If a notice of defects is given, Oparium must be given the opportunity to make improvements. If this improvement is proven to be unsuccessful 3 times, the client has the right for reduction or change. In any case, liability is limited to the amount of the order in question. Oparium accept no liability based on copyright infringement or third-party claims.
Oparium is only liable for damage caused by the contractor through deliberately inadequate execution of the contract or through gross negligence. Oparium is only liable for damage caused by the contractor through deliberately inadequate execution of the contract or through gross negligence (cardinal obligations). Oparium is not responsible for the achievement of certain profit targets. Oparium’s liability is limited to a maximum of five agreed daily rates.
§7. CONFIDENTIALITY CLAUSE
Oparium is obliged to maintain silence about all business, business and private matters that have become known in the course of the advisory activity. The obligation to maintain confidentiality applies equally to Oparium’s vicarious agents. The duty of confidentiality also applies after termination of the contract and can only be lifted in writing by the client himself. In addition, Oparium is obliged to carefully store the documents provided for the purpose of advising and to protect them against inspection by third parties. No documents handed over by the client to Oparium or similar will be returned to the client.
§8. SEVERABILITY CLAUSE
Should any provision of these general terms and conditions be or become ineffective, the remaining provisions will not be affected. Instead of the ineffective provision, a regulation should come into effect that comes as close as possible to the will and interest of both parties within the limits of what is legally permissible.
§9. APPLICABLE LAW
Only German law is applicable to the legal relationship between the client and us.
§10. FULFILLMENT AND JURISDICTION
The place of performance is the headquarter of Oparium in Spalt. The place of jurisdiction for all disputes arising, directly or indirectly between Oparium and the client, is the court responsible for the location of Oparium in Spalt.