TERMS OF SERVICE

§ 1 Scope

Our terms and conditions (GTC) apply to all business transactions with our customers, hereinafter referred to as "client". The terms and conditions are automatically recognized by the client by placing the order. They apply for the duration of the business relationship.

§ 2 Order and performance

2.1 The basis of the business relationship is the respective consulting contract or the written mandate of the client to us, in which the scope of services as well as the remuneration are recorded.

2.2 The client can give us orders by phone, postal, by fax and e-mail. Likewise, we accept informal orders. The client then receives an order confirmation by post after receipt of the order. With this order confirmation, the order is considered accepted and the consulting contract as concluded. This order confirmation is then decisive for the delivery and service date.

2.3 If necessary, we will add expert, self-employed staff, as well as service contractors and freelance cooperation partners as external consultants. In this case, the business relationship continues to exist between us and the client, unless otherwise agreed.

2.4 Updates and changes to offers and orders are defined in writing by both parties and as an amendment to the contract between us and the client.

§ 3 Fees and prices

3.1 All fees and prices are quoted without the value added tax applicable at the time of delivery or service.

3.2 We reserve the right to make the completion of a service dependent on the full payment of our fee claims. Complaints towards our services - except in case of obvious defects - do not entitle the client to withhold our remuneration.

§ 4 Payment and due date

4.1 The right to payment of the price arises for each individual service as soon as it has been provided by us. All services provided by us that are not expressly stated as being included in the price are ancillary services that are remunerated separately.

4.2 As soon as the bill reaches the client, the price is due for payment, unless the consultancy agreement provides otherwise.

4.3 The client is also in default without a reminder on our part, if he does not make the payment within 30 days of the due date and receipt of the invoice. In this case, we are entitled to demand default interest in the amount of the statutory interest rate.

4.4 The client is only entitled to offset and withhold similar claims if they have been legally established and are undisputed. For non-similar claims, a set-off and retention right is limited to claims arising from the same contractual relationship.

§ 5 Delivery and service deadlines and dates

5.1 Delivery and service periods can only be estimated times or estimated dates, which are given to the best of our knowledge. Regardless, we will endeavor to comply with the time limits and deadlines - assuming proper business proceedings.

5.2 If an appointment cannot be met by us, the client is only then entitled to assert his rights under the law if he has set us a reasonable grace period.

§ 6 Obligation to cooperate with the client

All documents, information and materials required for the execution of the order will be provided to us by the client on time. In particular, he informs us of all processes and circumstances that are relevant to the execution of the contract, whether they occur before or after the commencement of our activity.

§ 7 Confidentiality

We undertake to maintain confidentiality regarding all operational, business and private matters that have become known to us during our consulting work. This duty of confidentiality applies equally to our vicarious agents. The duty of confidentiality also applies after termination of the contract and can only be reversed in writing by the client. In addition, we undertake to carefully keep the documents provided to us, for the purpose of consulting work, and to protect them against the access by third parties.

§ 8 Liability

8.1 Our liability extends to cases of intent or gross negligence in accordance with statutory provisions. Liability for guarantees is independent of fault. For slight negligence, we are liable only according to the provisions of the Product Liability Act, because of injury to life, limb or health or because of breach of essential contractual obligations. The claim for damages for the slightly negligent breach of essential contractual obligations, however, is limited to the contract-typical, foreseeable damage, insofar as liability is not due to injury to life, limb or health. We are liable to the same extent for the fault of our vicarious agents.

8.2 The provision of the preceding paragraph (8.1) extends to damages in addition to performance, compensation instead of performance and the claim for compensation for futile expenses, for whatever legal reason, including liability for defects, default or impossibility.

§ 9 Liability for defects

9.1 If the client does not notify us within 14 days of completion or termination of the contract of any objective serious deficiencies, the order shall be deemed to be finally settled.

9.2 If the client completely questions a service, this complaint must be substantiated by a serious report drawn up by an independent, knowledgeable third party.

9.3 If a complaint is made, we must be given the opportunity to remedy the defect. This has in any case priority over mitigation and conversion. If this improvement is proven to be unsuccessful, the client has the right to reduction or conversion. In any case, the liability is limited to the amount of the order in question. We do not accept liability for infringements of copyright or third-party claims. Likewise, we are not liable if the funding requested by the client on behalf of the client - for whatever reason - is not approved. The same applies in the case of any other form of financing that is rejected.

9.4 If the delivery period has been exceeded by us for an unreasonably long time - the individually agreed delivery period is a guideline - and we were unable to comply with a reasonable grace period communicated by the client in writing, the client is entitled to withdraw from the contract.

§ 10 Severability clause

If any provision of these Terms and Conditions is or becomes invalid, the remaining provisions shall not be affected. In place of the ineffective provision, a regulation shall come into force which comes closest to the will and interest of both parties to the extent permitted by law. The same applies to a gap in the contract.

§ 11 Applicable law

The legal relationship between the client and us shall be governed by the law of the Federal Republic of Germany.

§ 12 Place of performance and jurisdiction

12.1 Place of performance is the registered office of our company in Kelkheim, Germany.

12.2 The place of jurisdiction for all disputes arising indirectly or directly between us and the client shall be the place of jurisdiction of our local court in Kelkheim, Germany.

Kelkheim, 28.02.2011
Unternehmensbörse Grönig & Kollegen AG