General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF BUSINESS for services provided by Merz Technologies Jochen Merz, as of 05.12.2020
Merz Technologies, Schlößle 1, 73457 Essingen, +49 89 208 047 356, , tax number 336/19590
1. Scope of application
The following general terms and conditions apply to all legal transactions of the service company Merz Technologies - hereinafter referred to as service provider - with its contractual partner - hereinafter referred to as client. As far as individual contractual regulations exist which deviate from or contradict the provisions of these general terms and conditions, the individual contractual regulations take precedence.
2. Subject of the contract
2.1 The contracting parties agree on the cooperation according to the specific individual contractual agreement. An employment contract is not wanted by the parties and is not established.
2.2 The service provider shall be responsible for social security contributions or tax issues and shall indemnify the Principal from any possible obligations.
2.3 The service provider is free to act for other clients.
3. Conclusion of the contract
3.1 The contractual relationship for the services is established by the placing of a customer order by the client (offer) and its acceptance by the service provider. The client is bound to the placing of the customer order (offer) for four weeks.
3.2 The subject of the contract or the exact description of the task is described in the written order.
4. Term of contract and termination
4.1 The contract begins and ends at the individually agreed time.
4.2 The contract can be terminated in accordance with the regulations. In this respect, a period of 4 weeks to the end of the month is agreed.
4.3 Termination without notice for good cause is possible. An important reason shall be deemed to exist, for example, if the client is in default with two consecutive payments due and fails to make them after expiry of a reasonable grace period, if the client suffers a deterioration of assets after conclusion of the contract (inability to pay, insolvency), unless an application has already been made for the opening of insolvency proceedings.
5. Scope of services, obligations of the contracting parties
5.1 The services to be provided by the service provider usually include the tasks listed in detail in accordance with the order placed by the client.
5.2 The service provider shall periodically inform the client of the results of its activities.
The parties may agree in the contract a timetable for the provision of services and a planned end date for the completion of services.
5.3 If the service provider is actually unable to perform the contractually owed services, he shall inform the client without delay.
5.4 The service provider shall provide the equipment and personnel required for the performance of the services, if the client does not have the necessary equipment or premises, unless otherwise agreed in an individual contract. The parties shall endeavour to the best of their knowledge and belief to support the contractual partner in the performance of the respective obligation by providing information, advice or experience in order to ensure a smooth and efficient workflow for both parties.
5.5 Each of the contracting parties may apply to the other contracting party in writing for changes to the agreed scope of services. Upon receipt of a request for modification, the recipient shall examine whether and under which conditions the modification is feasible and shall immediately notify the applicant in writing of its approval or rejection and, if necessary, give reasons for it.
If a change request of the client requires a comprehensive review, the review effort for this can be charged by the service provider with prior notice, if the client still insists on the review of the change request. If necessary, the contractual adjustments to the agreed conditions and services required for a review and/or an amendment will be set out in writing in an amendment agreement and will be concluded in accordance with these General Terms and Conditions.
6. Prices and terms of payment
6.1 Services shall be due and invoiced monthly at the fixed price specified in the individual contract after termination or if remuneration on a time and material basis has been agreed upon, unless a different invoicing method has been agreed upon in the contract.
6.2 Estimated prices quoted for services on a time and material basis, in particular in cost estimates, are not binding. The quantity estimates underlying an estimate are based on an evaluation of the scope of services performed to the best of our knowledge.
6.3 Value-added tax shall be invoiced at the rate applicable at the time of performance.
6.4 Invoices shall be payable on receipt without deduction. If the invoice amount is not received within 14 days of the invoice date, the service provider is entitled to charge interest on arrears.
The interest on arrears is 5% p.a. above the prime rate applicable at the time of invoicing.
7.1 The service provider is liable in cases of intent or gross negligence in accordance with the statutory provisions. Liability for guarantees is independent of fault. In cases of slight negligence, the service provider is only liable in accordance with the provisions of the product liability law, for injury of life, body or health or for breach of material contractual obligations. However, the claim for damages for the slightly negligent violation of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless liability is assumed for injury of life, body or health. The service provider is liable to the same extent for the fault of vicarious agents and representatives.
7.2 The provision of the above paragraph (7.1) extends to damages in addition to performance, damages in lieu of performance and claims for compensation for futile expenditure, regardless of the legal grounds, including liability for defects, delay or impossibility.
8. Place of jurisdiction
The business relationship between the parties shall be governed exclusively by German law. If the client has no general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office.
9. Other reguations