General Terms and Conditions of Grinix GmbH (04/2020)

1. Basics and scope

1.1 Grinix GmbH is an independent service and consulting company in the fields of energy and sustainability. Grinix GmbH safeguards the interests of the customer to the best of its knowledge and ability, taking into account the international state of the art in technology and science.

1.2 The General Terms and Conditions of Grinix GmbH for consulting services provided (hereinafter referred to as “GTC”) regulate the conclusion, content and processing of contracts for the provision of services by Grinix GmbH. The content of the services is specified in the offer prepared by Grinix GmbH and in these terms and conditions.

1.3 The parties are hereinafter referred to as “Grinix” and “Customers”.

1.4 Agreements that deviate from these GTC, in particular general terms and conditions of customers or third parties, are only recognized by Grinix with express written consent.

1.5 The following terms and conditions form an integral part of the service contract and are deemed to have been accepted upon acceptance of the offer by the customer. All agreements and legally relevant declarations by the contracting parties (including changes to the contract) must be made in writing in order to be valid.

1.6 Should any provision of these terms and conditions be or become void or unenforceable, this shall not affect the remaining provisions. The ineffective provision is replaced by a new clause, which corresponds as closely as possible to the general terms and conditions and the economic effects of the ineffective provision.

2. Offers, placing of orders

2.1 Grinix submits a written offer to the customer, which defines the scope of services of Grinix and determines the remuneration to be paid by the customer.

2.2 The offer is valid for 30 days and requires written acceptance by the customer. As soon as the acceptance has been made, the contract between the customer and Grinix is deemed to have been accepted.

3 Information requirements

The customer has to give Grinix all the information it needs to be able to provide the services. In particular, it immediately indicates all circumstances that could jeopardize the fulfillment of the contract.

4th Changes in performance

The parties can request changes to the agreed services in writing at any time. If a customer wishes a change, he must therefore apply to Grinix in writing. Grinix will inform the customer in writing within 10 working days whether it will accept the application. In the event of a rejection, Grinix will justify the negative decision and, if possible, offer an alternative.

5. Coordination duties

The customer names a central contact person for Grinix who, where necessary, coordinates the connection to the individual areas of the customer.

6th Execution of services by third parties

Grinix is entitled to have its service obligations carried out by third parties. In this case, Grinix is only liable for due diligence in choosing and instructing the third party.

7th Customer's duty to cooperate

The customer provides Grinix with all documents, information and materials required to carry out the order. The customer ensures that instruments and materials not supplied by Grinix comply with the statutory safety regulations.

8th. Access to the building

If necessary, the customer grants Grinix access to its premises or the relevant infrastructure in order to enable the services to be provided. Within the scope of his / her responsibility, the customer ensures the safety and health protection of Grinix staff.

9. Prices and terms of payment

9.1 The prices are set between the parties in the individual contract and are - unless expressly stated otherwise - in euros, plus the VAT rate applicable when the invoice is paid.

9.2 In principle, invoices are issued according to an agreed payment plan or when the reports are sent after the service has been completed. Unless otherwise agreed in writing, the payment period is 10 working days after receipt of the invoice.

9.3 If the customer does not meet his payment obligations on time, he will be in default and owe Grinix the statutory default interest.

10. Guarantee

10.1 Grinix guarantees the customer a faithful and careful execution of the agreed services. The customer can object to the services if he can objectively assert and substantiate existing defects. The complaint must be made in writing within 10 days of receiving the report or processing an order; otherwise the order or the partial order is deemed to have been accepted and a later complaint is excluded.

10.2 If a defect in the service provided is due to force majeure or negligence (intent, gross or slight negligence) on the part of the customer, there is no entitlement to a reduction in the price and any further guarantee from Grinix is excluded.

11. liability

11.1 The liability of Grinix is excluded.

11.2 In particular, Grinix is not liable for:

Malfunctions or damage that can be traced back to improper use of data, abnormal operating conditions or the like;
Damage caused by force majeure, strikes, power outages, operational or network disruptions;
Damage and consequential damage that can be attributed to the fact that the customer or third parties have changed or falsified the materials, documents or information provided to Grinix.

11.3 In the event of alleged liability to Grinix, the customer is obliged to notify Grinix of the damage immediately in writing, otherwise a waiver of compensation will be accepted. He is also obliged to take all reasonable measures to keep such damage and its effects as low as possible.

12th Force majeure

The contracting parties are not liable for non-performance of the contract if this is due to events or circumstances of force majeure for which the contracting parties are not responsible and the contracting party concerned notifies this immediately and makes all reasonable efforts to fulfill the contract. However, this provision does not release the customer from the obligation to meet his contractual payments if Grinix has made the order properly.

13. Confidentiality and data protection

13.1 The parties are obliged to keep strictly confidential all information made available to them in the execution of the service contract as well as knowledge that they receive on the occasion of cooperation on matters - e.g. disclosed plans, samples, drawings, trade or company secrets, business and manufacturing secrets to treat. You undertake to use such confidential information outside of the contractual relationship or to pass it on to third parties only with the express written consent of the other contracting party.

13.2 The obligation of confidentiality does not apply to information which the other party can be shown to have legitimately received or received from third parties or which was already generally known at the time the contract was concluded or subsequently became generally known without the publication being based on a breach of the confidentiality obligation.

13.3 This obligation remains for both parties for a further five years after the termination of the individual contract.

13.4 Grinix is entitled to process the personal data entrusted to it within the scope of the purpose of the contract concluded with the customer, taking into account the applicable data protection regulations, or to have them processed by third parties.

14th Reports

14.1 The reproduction or publication of results and reports by Grinix in whole or in part requires the written approval of Grinix, unless otherwise agreed in the order.

14.2 If the customer publishes results or a report from Grinix in part or in full, he releases Grinix from compliance with confidentiality for this order. Any business secrets will continue to be protected.

15th Prohibition of assignment

The customer cannot assign claims from the service contract or these terms and conditions to third parties without the consent of Grinix.

16. Settings of the services

16.1 Grinix is entitled to temporarily stop its services if the customer does not meet his obligations from the service contract;

16.2 If Grinix discontinues services, the customer is not entitled to partial reimbursement of fees. The right of Grinix to extraordinary termination in accordance with Clause 16 is reserved.

17th Final provisions

Changes to the service contract or the General Terms and Conditions must be made in writing to be effective.

18th Applicable Law and Jurisdiction

German substantive law applies to the exclusion of the UN sales law. The courts at the place of business of Grinix GmbH are exclusively responsible for any disputes.