These General Terms and Conditions form the basis of all legal transactions of HIRAcon GmbH (hereinafter referred to as "HIRAcon"), Im Taubental 58, 41468 Neuss, Germany. Conflicting terms and conditions of purchase of the client shall not become part of the contract, even if HIRAcon does not expressly object to them and even if HIRAcon provides the service.

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1. General information

1.1 HIRAcon is a nationwide provider of consulting services in the field of occupational health and safety and construction site safety. Accordingly, HIRAcon provides services in the form of testing, expert opinions, measurements, consulting/concept development and training and develops services and associated products, particularly in the field of occupational and construction site safety.

1.2 The client recognises HIRAcon's General Terms and Conditions and the agreed fee valid at the time the order is placed. Deviating terms and conditions of individual clients cannot be recognised.

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2. Placing orders

2.1 The type and scope of the mutual services are determined by the contract.

2.2 HIRAcon's offers are subject to change and are valid for a maximum of thirty (30) days.

2.3 Orders placed by the client shall only be deemed accepted after a corresponding written order confirmation by HIRAcon.

2.4 This also applies in particular with regard to the validity of collateral agreements, warranties and amendments.

2.5 Subsidiary agreements, promises and other declarations made by HIRAcon employees or the experts engaged by them shall only be binding if they have been expressly confirmed in writing by HIRAcon.

2.6 The scope of HIRAcon's work shall be specified in writing when the order is placed. If changes or extensions to the specified scope of work arise during the proper execution of the order, these must be agreed in advance and in writing. The client has the right to withdraw from the contract if it can no longer be reasonably expected to adhere to the contract with regard to the changes or extensions. However, in accordance with § 649 BGB, the client must pay the agreed remuneration or, in the absence of an agreement, an appropriate remuneration

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3. Realisation of orders

3.1 The orders accepted by HIRAcon shall be carried out or expert reports and investigations shall be prepared in accordance with the recognised rules of technology and - unless otherwise agreed in writing - in accordance with HIRAcon's usual practice. No responsibility is assumed for the correctness of the safety programmes or safety regulations on which the tests are based, unless otherwise expressly agreed in writing between HIRAcon and the client.
3.2 Where applicable, HIRAcon undertakes to provide its services in accordance with safety, occupational health and safety, accident prevention, relevant standardisation, DIN, VDE and other regulations.
3.3 If necessary, HIRAcon is authorised to have the services performed by subcontractors who appear to be diligent and suitable. Insofar as it is necessary for the proper fulfilment of the services, HIRAcon shall obtain information from parties involved and third parties and conduct surveys.

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4. Deadlines, default, impossibility

4.1 The order deadlines specified by HIRAcon are non-binding unless their binding nature has been expressly agreed in writing.

4.2 If HIRAcon exceeds a binding order deadline for reasons for which it is responsible and is therefore in default, the client is entitled, insofar as it has suffered damages due to the delay, to claim compensation for each full week of delay of 1% of the order value in arrears due to this delay, up to a total of 25% of the order value in arrears due to this delay. The provisions in clause 5 shall apply to further claims for damages.

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5. Guarantee

5.1 HIRAcon's warranty only covers the services expressly commissioned in accordance with section 2.1. HIRAcon shall not assume any warranty for the correctness and functioning of the entire system in question, to which the inspected or tested parts belong; in particular, HIRAcon shall not be responsible for the design, choice of materials and construction of inspected systems, unless these issues are expressly covered by the contract.
5.2 HIRAcon's warranty obligation is initially limited to subsequent fulfilment within a reasonable period of time. If the supplementary performance fails, i.e. if it is impossible or unreasonable for the client or unjustifiably refused or unjustifiably delayed by HIRAcon, the client shall be entitled, at its discretion, to demand a reduction of the remuneration or cancellation of the contract.
5.3 Except in cases of the sale of consumer goods and consumer contracts falling under § 651 BGB, claims for subsequent fulfilment, reduction of the remuneration or cancellation of the contract which are not subject to the limitation period of § 438 para. 1 no. 2 or § 634a para. 1 no. 2 BGB shall become statute-barred one year after the transfer of risk.
5.4 Claims for reimbursement of expenses pursuant to Section 635 (2) BGB remain unaffected.

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6. Prices, remuneration and payment

6.1 Unless a fixed price or another basis of assessment has been expressly agreed, the fees (prices) according to HIRAcon's list of services valid at the time of conclusion of the contract shall apply for the calculation of the services. In the absence of a valid list of services, individual contractual arrangements must be made in each case.
6.2 HIRAcon is entitled to demand reasonable cost advances and/or to issue partial invoices in accordance with the services already rendered. Partial invoices need not be labelled as such. The receipt of an invoice does not mean that HIRAcon has settled the order in full.
6.3 The fees set out in the final invoice are due for payment immediately after invoicing, unless otherwise agreed. During the client's default, HIRAcon shall be entitled to claim interest from the client on the outstanding invoice amount at a rate of 8 percentage points p.a. above the base interest rate. The client shall be in default by means of a reminder or at the latest 30 days after receipt of the invoice. If a term of payment determined by the calendar is agreed, the client shall be in default upon expiry of the term of payment. § Section 286 BGB remains unaffected.
6.4 The fees are subject to VAT at the applicable statutory rate. VAT will be shown separately on the invoice.
6.5 Complaints about HIRAcon's invoices must be made in writing within a preclusive period of 14 days after receipt of the invoice.
6.6 The client may only offset undisputed or legally established claims against HIRAcon.
6.7 The contractual partners are free to arrange individual appointments for on-site support. This option also applies to services called off by the client. If agreed appointments are not kept by the client or not cancelled in time or not cancelled at all, HIRAcon shall be entitled to charge the client for any resulting downtime in accordance with the agreement made in the respective contract for safety-related support, safety coordination or other occupational health and safety services. If a fixed date is agreed between the client and HIRAcon without the conclusion of a separate contract for safety-related support, safety coordination or other occupational health and safety services for a project order, HIRAcon may demand the agreed remuneration in the event that the appointment is cancelled by the client, in accordance with the following provisions: for cancellations of the appointment by the client, 50% of the agreed remuneration shall be charged from the 20th working day before the planned date, 75% from the 15th working day before the date and 100% from the 10th working day before the date. HIRAcon reserves the right to demand higher, individually calculated compensation instead of the above lump sums, insofar as HIRAcon proves that it has incurred significantly higher expenses than the applicable lump sum. In this case, HIRAcon shall be obliged to quantify and substantiate the compensation claimed, taking into account the expenses saved and any other utilisation of the freed-up capacities. The client shall be entitled to prove that HIRAcon has not incurred any damage as a result of the cancellation of the appointment or that this damage is significantly lower than the flat-rate compensation. HIRAcon is under no obligation to make up for appointments cancelled at short notice.

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7. Data protection, copyright, confidentiality

7.1 HIRAcon may keep copies of written documents which are provided to HIRAcon for inspection and which are of importance for the fulfilment of the contract in its files.
7.2 If expert opinions, test results, calculations, etc., which are subject to copyright protection, are created in the course of the execution of the order, HIRAcon shall grant the client a simple, non-transferable right of use, insofar as this is necessary for the contractually stipulated purpose. Further rights are expressly not transferred, in particular the client is not authorised to change (edit) expert opinions, test results, calculations or similar. (editing) or to utilise them in any way outside his business operations.
7.3 HIRAcon, its employees and the occupational safety specialists it engages shall not disclose and utilise business and operational circumstances of which they become aware in the course of their work without authorisation outside the performance of the contract.

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8. Liability

8.1 HIRAcon shall only be liable for damages - regardless of the legal grounds - if HIRAcon has caused such damages intentionally or through gross negligence or if HIRAcon has negligently breached a material contractual obligation ("cardinal obligation"). In the event of a breach of material contractual obligations, HIRAcon shall only be liable for the foreseeable damage typical for the contract at the time of conclusion of the contract.
8.2 Sofar as HIRAcon is liable for damages caused by negligence in the event of a breach of material contractual obligations pursuant to Section 8.1 above, the amount of HIRAcon's liability for damages shall, however, be limited per claim:
3.000.000,00 EUR for personal injury and property damage
1.000.000,00 EUR for financial losses.
8.3 Liability for damages caused by the breach of non-essential contractual obligations as a result of simple negligence is excluded.
8.4 "Material contractual obligations" are those obligations that protect the legal positions of the client which are material to the contract and which the contract must grant the client according to its content and purpose; material contractual obligations are also those contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the client has regularly relied and may rely.
8.5 The exclusion or limitation of liability contained in Clauses 8.1-8.3 shall not apply to damage to life, limb or health or to claims arising from a guarantee of quality or under the Product Liability Act.
8.6 The client shall immediately notify HIRAcon in writing of any damage for which HIRAcon is to be held liable.
8.7 Insofar as claims for damages against HIRAcon are excluded or limited, this shall also apply to the personal liability of HIRAcon's executive bodies, experts and other employees as well as vicarious agents and assistants.
8.8 Except in cases of the purchase of consumer goods and consumer contracts falling under § 651 BGB, claims for damages that are not subject to the limitation period of § 438 para. 1 no. 2 or § 634a para. 1 no. 2 BGB shall become statute-barred one year after the transfer of risk.
8.9 Irrespective of this, the client is obliged to take out the usual insurance policies against direct or indirect damage.

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9. Place of jurisdiction, place of fulfilment, applicable law

9.1 The place of jurisdiction for the assertion of claims for both contracting parties shall be the registered office of HIRAcon. However, HIRAcon shall be entitled to sue the client at any other justified place of jurisdiction.
9.2 The place of fulfilment for all obligations arising from the contract is the registered office of HIRAcon.
9.3 The contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CISG).

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10. Closing provisions

10.1 The client may only assign existing claims against HIRAcon with the express consent of HIRAcon.
10.2 These General Terms and Conditions apply to companies and all legal entities under public law and special funds under public law within the meaning of Section 310 of the German Civil Code (BGB), unless expressly stipulated otherwise.
10.3 If the Client does not belong to the group of persons specified in Section 10.1 of § 310 BGB, these General Terms and Conditions shall apply with the following proviso:
- Contrary to clause 4.1, the order deadlines specified by HIRAcon are binding.
- Clause 6.3 shall apply with the proviso that the amount of default interest shall be 5 percentage points p.a. above the base interest rate.
- Section 9.1 shall apply with the proviso that the place of jurisdiction shall be Wiesbaden in the event that the Client moves its registered office, domicile or habitual residence outside the area of application of the law of the Federal Republic of Germany or its registered office, domicile or habitual residence is not known at the time the action is brought.
- Section 9.2 does not apply.

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As of: April 2024