General Terms and Conditions
for the provision of services by AVAVERA GmbH, Kronenweg 41, 50389 Wesseling, E-Mail: c.service@avavera.de (hereinafter referred to as the „Contractor“) to its customers (hereinafter referred to as the „Client“)
1. General Provisions
1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor, incorporating these GTC.
1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.3 Insofar as further contractual documents or other general terms and conditions have become part of the contract in addition to these GTC in text or written form, the provisions of these further contractual documents shall take precedence over these GTC in the event of a conflict.
1.4 General Terms and Conditions used by the Client that deviate from these terms and conditions will not be recognised by the Contractor, subject to express consent.
2. Subject Matter of the Contract and Scope of Services
2.1 The Contractor, as an independent entrepreneur, provides the following services to the Client:
The subject matter of the contractual service is the sale and delivery of the facade systems (goods) specified in the order confirmation. Planning, consulting, or assembly services are not part of the contract and are solely the responsibility of the buyer.
2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.
2.3 The Contractor shall perform the services stipulated in the contract with the greatest possible care and conscientiousness in accordance with the latest state of the art, rules, and knowledge.
2.4 The Contractor is obliged to perform the contractually owed services. However, in carrying out its activities, it is not subject to any instructions with regard to the manner, the place, or the time of the service provision. However, in scheduling the days of activity and the timing on these days, it will determine these itself in such a way as to achieve optimal efficiency in its activity and in the realisation of the subject matter of the contract. The service provision by the Contractor shall only take place in consultation and coordination with the Client.
3. Obligations of the Client to Cooperate
It is the responsibility of the Client to provide the information, data, and other content to be made available for the purpose of service fulfilment completely and correctly. The Contractor is in no way responsible to the Client for delays in the provision of services that arise due to a delayed and necessary cooperation or supplementary work by the customer; the provisions under the heading „Liability/Indemnification“ remain unaffected by this.
4. Remuneration
4.1 The remuneration shall be individually agreed upon in the contract.
4.2 The remuneration is payable after the services have been rendered. If the remuneration is measured according to time periods, it is payable after the expiry of the individual time periods ($614 BGB – German Civil Code). In the case of effort-based billing, the Contractor is entitled to bill the services rendered monthly, subject to deviating agreements.
4.3 The Contractor will send the Client an invoice by post or e-mail (e.g., as a PDF) after the services have been rendered. The remuneration is due for payment within 14 days of receipt of the invoice.
5. Liability / Indemnification
5.1 The Contractor is liable without limitation on any legal grounds in cases of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, based on a guarantee promise, unless otherwise stipulated in this regard, or based on mandatory liability. If the Contractor negligently breaches an essential contractual obligation, liability shall be limited to the contract-typical, foreseeable damage, unless unlimited liability exists pursuant to the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor according to its content to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the compliance with which the customer may regularly rely. In all other respects, liability on the part of the Contractor is excluded. The foregoing liability provisions also apply with regard to the liability of the Contractor for its vicarious agents and legal representatives.
5.2 The Client shall indemnify the Contractor against any claims by third parties asserted against the Contractor due to the Client’s breach of these contractual terms or applicable law.
6. Term of Contract and Termination
6.1 The parties shall individually agree upon the term of the contract and the periods for ordinary termination.
6.2 The right of both parties to terminate without notice for good cause remains unaffected.
6.3 The Contractor must immediately return or destroy all documents and other content provided to it upon termination of the contract, at the customer’s discretion. The assertion of a right of retention is excluded. Electronic data must be completely deleted. Exempt from this are documents and data for which a longer statutory retention obligation exists, but only until the end of the respective retention period. The Contractor must confirm the deletion to the company in writing upon request.
7. Confidentiality and Data Protection
7.1 The Contractor will treat all procedures that become known to it in connection with the order as strictly confidential. The Contractor undertakes to impose the obligation of confidentiality on all employees and/or third parties who have access to the information subject to the contract. The obligation of confidentiality shall apply indefinitely beyond the duration of this contract.
7.2 The Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act – when executing the order.
8. Final Provisions
8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.
8.2 Should a provision of these GTC be or become invalid, the validity of the remaining GTC shall not be affected thereby.
8.3 The Client shall promote the Contractor in the provision of its contractual services by appropriate cooperation, if necessary. In particular, the Client shall provide the Contractor with the information and data necessary for the fulfilment of the order.
8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree on the Contractor’s registered office as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.
8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legal situation, market conditions, or business or corporate strategy) and observing a reasonable period. Existing customers will be notified of this by e-mail at least two weeks before the amendment takes effect. If the existing customer does not object within the deadline set in the amendment notification, their consent to the amendment is deemed to have been given. If they object, the amendments will not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily at the time the amendment takes effect. The notification of the intended amendment to these GTC will point out the deadline and the consequences of an objection or failure to object.