General Terms and Conditions (GTC)

§ 1 Scope of application

(1) The General Terms and Conditions apply to contracts between Sachverständigenbüro Widmayer GmbH (hereinafter referred to as ‘SVB’) and its clients for inspections, certifications and other orders, unless otherwise expressly agreed in writing.

§ 2 Subject matter of the contract

(1) The SVB undertakes to carefully perform the contractually agreed services in accordance with the principles of proper professional practice.
(2) The SVB is responsible for the decisions relating to the certifications and retains sole authority over them.

§ 3 Deadlines

(1) If performance deadlines have been agreed, their expiry shall commence as soon as the parties have agreed on all details of the order and the Client has handed over to the SVB all documents, information or other materials to be provided under the contract.

§ 4 Premature cancellation of the contract

(1) The SVB may be obliged under the Code of Professional Conduct to refuse an assignment due to conflicts of interest. This may only become recognisable during the reporting process. In this case, the SVB shall have no claim to remuneration, except in cases in which the Client has concealed information that would have been recognisable to the Client with regard to a possible conflict of interest.
(2) If the contractual relationship ends prematurely for any other reason, the SVB shall be entitled to remuneration for the work performed up to that point, unless the premature termination of the activity is due to the sole fault of the SVB.
(3) If the Client is responsible for the premature termination of the contractual relationship, the SVB shall receive remuneration in addition to the remuneration mentioned in
§ 4.2, the SVB shall receive liquidated damages of 35% of the remuneration agreed for the services not yet performed, subject to further claims.

§ 5 Confidentiality and surrender of documents

(1) The SVB undertakes to treat confidential information which it receives in the course of its work for the Client as confidential. If the SVB is legally obliged or authorised by contractual agreements to disclose confidential information, the client or person concerned will be informed of the information provided, unless prohibited by law. After completion of the order, the SVB must, at the request of the client, hand over all documents which it has received from or for the client in connection with its activities for the order. However, this does not apply to correspondence between the SVB and its Client or to documents for which there is a legal obligation to retain them.
(2) The exchange of confidential data and documents requires at least two-factor authentication.

§ 6 Duty of the Client to co-operate

(1) In order to determine possible bias, the Client is obliged to inform the SVB of all parties directly or indirectly involved in the audit and/or certification, as well as the potential recipients of the expert opinion, without being asked to do so.
(2) The Client undertakes to provide the SVB with all necessary support and, in particular, to supply the information required within the scope of the subject matter of the contract. To this end, the Client shall appoint a contact person who shall be responsible for coordinating appointments between the SVB and the Client and for providing documents. At the request of the SVB, the Client shall provide adequate working facilities at the place of the order.
(3) The Client shall ensure that the SVB is provided with all documents necessary for the fulfilment of the contract in good time, even without special request, and that the SVB is informed of all processes and circumstances which may be of significance for the fulfilment of the order. This also applies to documents, processes and circumstances that only become known during the inspection and/or certification.
(4) At the request of the SVB, the Client must confirm the completeness of the documents submitted and the information and explanations provided in a written declaration.

§ 7 Acceptance

(1) The service shall be deemed to have been accepted without reservation if the Client does not object to it in writing to the SVB within a period of four weeks after handover.
(2) Partial services shall be deemed to have been accepted individually in accordance with § 7.1.

§ 8 Warranty

(1) Defects must be reported to the SVB in writing within 14 days of their discovery, otherwise warranty claims or claims for damages as well as claims arising from an error regarding the absence of defects are excluded. Any warranty claims shall expire six months after acceptance within the meaning of § 7.

§ 9 Liability

Claims for damages by the Client against the SVB based on tort, breach of contract or culpa in contrahendo – except in the case of personal injury – shall only exist if the SVB has acted with gross negligence. Claims for damages in cases of slight negligence and cases of simple gross negligence are excluded. The Client must prove that the SVB is at fault.
(2) The SVB shall only be liable if and to the extent that such damage was foreseeable at the time of the conclusion of the contract or the damaging event, taking into account all known or grossly negligent unknown circumstances.
(3) The SVB shall not be liable for damage caused by the Client’s failure to co-operate or to submit necessary documents in accordance with § 6.
(4) Insofar as the SVB is liable under this provision, its liability shall be limited to the contract value of the partial service in the performance of which the damage was caused. No liability shall be accepted for indirect or consequential damages.
(5) Any liability towards third parties is excluded. Customer orders do not establish any obligations in favour of third parties. Exceptions to this are the recipients of the certificate named to the SVB when the order is placed. Liability towards them shall be the same as towards the Client.
(6) The SVB shall not be liable for consequential damage caused by defects, nor for financial losses suffered by third parties or for legal costs.
All claims for damages are generally time-barred six months after delivery of the service.
(7) The provisions of this paragraph also apply in particular to damages caused by delay.
(8) The SVB shall not be liable for damage caused by electronic transmission. Electronic transmission (including internet/email) shall be exclusively at the risk of the Client. The Client is aware that confidentiality is not guaranteed when using the Internet.
(9) Costs and expenses incurred by the Contractor as a result of further processing in the course of arbitration courts or ordinary courts shall be invoiced to the Client in accordance with the actual expenditure and shall be reimbursed by the Client. Costs recognised by the court shall be deducted from this. Due to the complexity of the matter, the SVB shall not be liable for any consequential costs arising from the fact that another expert, including in court proceedings, comes to a different conclusion.

§ 10 Default of acceptance and failure of the Client to co-operate

(1) If the Client is in default of acceptance of the service offered by the SVB or if the Client fails to cooperate as required by § 6 or otherwise, the SVB shall be entitled to terminate the contract without notice. His claims shall be determined in accordance with § 4.2 and 4.3. This shall not affect the SVB’s claim for compensation for additional expenses incurred as a result of the delay or the Client’s failure to co-operate, or for the damage caused, even if the SVB does not exercise his right of termination.

§ 11 Remuneration

(1) The fee rates for services that are to be invoiced on a time basis are based on an eight-hour day with five working days per week. Travelling time is considered working time.
(2) Unless otherwise agreed in individual cases, the Client shall bear the expenses for accommodation and meals of the SVB employees deployed at the place of assignment within the scope of the rates permitted by tax law (if these rates are not sufficient for the costs of accommodation, the proven reasonable expenses shall be charged) as well as the costs for the travel of the office employees to and from the place of assignment, whereby each employee shall be entitled to one journey home per week, the costs of which shall be charged to the Client.
(3) All agreed fees are net prices. The respective statutory value added tax will be charged additionally.
(4) The SVB may demand reasonable advances on remuneration and reimbursement of expenses and make the delivery of its services dependent on the full satisfaction of its claims.
(5) The SVB shall submit monthly interim invoices for services which are to be invoiced on a time basis.
(6) For fixed-price orders, the SVB shall invoice 50% of the order value after the order has been placed. After completion of the order, the remaining 50 % shall be invoiced. Expenses and travelling expenses in accordance with § 11.2 shall be invoiced after completion of the order, provided that the order is completed within three months. If processing takes longer, expenses and travelling costs shall be invoiced at three-monthly intervals.
All invoices are payable without deduction 15 days after the invoice date, provided that the invoice was sent no later than the following day. Timeliness of payment shall be determined by the date on which payment is credited to the SVB’s bank account. The offsetting or assertion of rights of retention against due fee claims of the Contractor is only permissible if the Client’s claim is undisputed or legally binding.
(7) Accepted material samples shall be disposed of 3 months after reporting. Storage or return beyond this period shall only take place on request and for a fee.
(8) The SVB is financed exclusively from the income it generates through its activities as a testing and certification body.

§ 12 Solicitation

(1) During the execution of the order and for a period of 12 months thereafter, the Client shall not employ employees of the SVB or employ them in any other form in his own organisation or that of a dependent company.

§ 13 Final provisions

All offers of the SVB are non-binding, unless expressly stated otherwise in the offer.
(1) The contract replaces all previous agreements on its subject matter. Amendments and supplements must be made in writing.
(2) The assignment of claims arising from this contract is not permitted.
(3) The contract is subject to German law.

Status May 2024

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