General Terms and Conditions (GTC)

CB-Industrials GmbH

A) Scope of application

  1. CB-Industriels GmbH, hereinafter referred to as CB-Industrials, offers engineering services, the manufacture of parts, the sale of industrial supplies and services in the areas of occupational safety and training.
  2. These GTC apply exclusively to all contracts between CB-Industrials and the client. General terms and conditions of the customer do not apply, unless CB-Industrials has expressly agreed to them at least in text form.
  3. These GTC shall also apply without renewed reference to amendments and supplements to a concluded contract as well as to new contracts of the same type with the Client.
  4. Individual agreements between CB-Industrials and the client have priority over these GTC.
  5. Clients can be entrepreneurs (§ 14 BGB) or consumers (§ 13 BGB). The statutory provisions on the sale of consumer goods shall apply vis-à-vis consumers if the delivery of goods is the subject matter of the contract.

B) Engineering services

1. subject matter of the contract

  1. Engineering services may involve consulting on projects as well as performing design work.
  2. Consulting services are provided as services within the meaning of §§ 611 et seq. BGB (German Civil Code). CB-Industrials only owes an activity, but not a certain work result. Construction work is work performance, unless otherwise agreed. The following provisions apply to construction work.

2. conclusion of contract

  1. CB-Industrials will prepare a contract offer, which will be sent to the client in text or written form. The client can accept the offer of CB-Industrials within the specified period. If the offer does not contain an acceptance period, this shall be fourteen (14) business days. If the customer does not accept an offer, he is not entitled to use any drawings and other documents already made by CB-Industrials. He is obliged to delete documents transmitted to him including copies made by him and to confirm the deletion to CB-Industrials.
  2. If the client wishes changes in the execution or additional services after conclusion of the contract, these require a separate agreement.

3. compensation

  1. Invoices for design work shall be due for payment without deduction 30 days after acceptance of the design work and receipt of the invoice. In the case of billing on a time and material basis, the minimum fee is €100.
  2. If prices are not expressly marked as fixed prices in the offer, they are non-binding cost estimates. If it becomes apparent after the conclusion of the contract that the work cannot be carried out without a significant overrun of the estimated costs, CB-Industrials will inform the client immediately. A significant overrun occurs when the expected costs are more than 15% higher than the cost estimate. In the event of a significant overrun, the client has the right to terminate the contract. If the client terminates the contract, CB-Industrials shall be entitled to partial remuneration for the work performed up to the date of termination.

4. duties to cooperate

  1. The client shall ensure that a contact person familiar with the order and authorized to make decisions is available during the execution of the order.
  2. If the client is in default with an act of cooperation, CB-Industrials may demand reasonable compensation. The amount of compensation is determined on the one hand by the duration of the delay and the amount of the agreed remuneration, on the other hand by what CB-Industrials saves in expenses as a result of the delay.
  3. CB-Industrials may set a reasonable period of time for the customer to make up for an act of cooperation with the declaration that CB-Industrials will terminate the contract if the act of cooperation is not made by the end of the period. The contract shall be deemed to have been cancelled if the subsequent act of cooperation is not performed by the expiry of the deadline. In this case CB-Industrials may demand a part of the remuneration corresponding to the work performed.

5. performance time

  1. The work shall be performed within the agreed performance time. The time of performance shall commence upon provision of the required information by the Client and upon receipt of a down payment, if such has been agreed.
  2. The time of performance shall be extended in each case by the period of time for which the Client fails to perform an owed act of cooperation. If the delay of the owed cooperation of the client leads to a time collision with other orders of CB-Industrials, then CB-Industrials can interrupt the work for the client and continue it after completion of the other orders of CB-Industrials.

6. decrease

  1. The client is obliged to accept the work in accordance with the contract. Acceptance cannot be refused due to insignificant defects.
  2. The work shall also be deemed accepted if CB-Industrials has set the Customer a reasonable deadline for acceptance after completion and the Customer has not refused acceptance within this period, stating at least one defect.

7. defect rights

  1. If services of CB-Industrials are defective, the customer can demand subsequent performance. If the supplementary performance fails, the Customer may, under the statutory conditions, remedy a defect itself and demand reimbursement of the necessary expenses, withdraw from the contract or reduce the remuneration. With insignificant defects the resignation is excluded.
  2. If the client already recognizes defects before completion of the work, he is obliged to point them out to CB-Industrials. If the client accepts defective work although he is aware of the defect, he shall only be entitled to rights in respect of defects if he reserves these rights at the time of acceptance.
  3. If the client claims a defect and after troubleshooting it turns out that there is no defect or it was not caused by CB-Industrials, the client is obliged to compensate CB-Industrials for the time spent on troubleshooting.
  4. If the Client is an entrepreneur, claims for defects shall become statute-barred after twelve (12) months. The limitation period begins with the acceptance.

8. compensation

  1. CB-Industrials is liable for culpably caused damage according to the legal regulations.
  2. If a fault of the client has contributed to the occurrence of the damage, the obligation to compensate as well as the extent of the compensation to be paid depends on the circumstances, in particular on the extent to which the damage was mainly caused by CB-Industrials or the client. This shall also apply if the fault of the Customer is limited to the fact that he has failed to draw the attention of CB-Industrials to the risk of unusually high damage, which CB-Industrials neither knew nor should have known, or that the Customer has failed to avert or mitigate the damage.

9. early termination of the contract

  1. The client may terminate the contract at any time until completion of the work.
  2. If the client cancels the contract, CB-Industrials is entitled to demand the agreed remuneration less saved expenses.

C) Construction contracts

1. subject matter of the contract

  1. The subject of the contract is the manufacture and delivery of parts (e.g. turned and milled parts, molds) according to specification. Specifications may be based on design work performed by CB-Industrials or provided by the client.
  2. Parts are manufactured by partner companies of CB-Industrials acting on behalf of CB-Industrials.
  3. For the manufacture and delivery of movable parts, the provisions on the contract for work and materials pursuant to Section 650 of the German Civil Code (BGB) shall apply in addition.

2. conclusion of contract / revocation

  1. If the customer is a consumer and the contract is concluded at a distance or as an off-premises contract, the customer shall generally have a statutory right of revocation.
  2. However, the right of withdrawal does not apply to contracts for the supply of goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.

3. compensation

  1. The agreed remuneration plus statutory value added tax shall apply. Packaging costs are not included in the remuneration and are to be borne additionally by the customer.
  2. If the Client places a production order subsequent to a design order, the invoice amount for the design work shall be credited against the remuneration for the production order. The remaining amount for the production order is due for payment as an advance payment after conclusion of the contract.

4. delay in delivery

  1. If CB-Industrials is in delay of delivery, CB-Industrials is liable for the delay damage caused to the client in case of gross negligence. In case of slight negligence, the liability of CB-Industrials for damage caused by delay is limited to compensation for each full week of delay of 0.5% each, but in total not more than 5% of the price of that part of the delivery which could not be used for its intended purpose because of the delay.
  2. CB-Industrials is not responsible for delays in delivery due to force majeure and for events not foreseeable by CB-Industrials and for which CB-Industrials is not responsible, which make delivery considerably more difficult or impossible, even in the case of bindingly agreed deadlines and dates. They entitle CB-Industrials to delay the delivery by the duration of the hindrance plus. to be postponed for a reasonable start-up period. If the impediment lasts longer than three months, the customer shall be entitled to withdraw from the contract after setting a reasonable grace period. Claims for damages by the customer are excluded in this case.

5. warranty

  1. With regard to the delivered parts, the Customer shall have the obligation to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB) if the production order is a commercial transaction for both parties to the contract.
  2. If the Client is an entrepreneur, claims for defects shall become statute-barred after twelve (12) months. The limitation period begins with the delivery.

D) Industrial supplies

1. subject matter of the contract

  1. The subject of the contract is the sale and delivery of industrial supplies.
  2. The condition of the goods results from the product descriptions and other documents. CB-Industrials does not provide any independent warranty for the quality of the goods.

2. conclusion of contract

  1. The conclusion of the contract can take place in any form (e.g. verbally, by telephone, by e-mail or via a web store).
  2. Contracts are concluded with the order confirmation from CB-Industrials. If the client is an entrepreneur, there is no right of withdrawal, revocation or return. If the client is a consumer, there is a right of withdrawal in accordance with the statutory provisions.
  3. CB-Industrials is entitled to withdraw from the contract in case of incorrect or improper self-delivery. This applies only in the event that the non-delivery is not the responsibility of CB-Industrials and CB-Industrials with due diligence has concluded a congruent hedging transaction with the supplier. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.

3. warranty

  1. With regard to the delivered parts, the customer shall have the obligation to inspect and give notice of defects pursuant to § 377 HGB (German Commercial Code) if the purchase is a commercial transaction for both parties to the contract.
  2. If the Client is an entrepreneur, claims for defects shall become statute-barred after twelve (12) months. The limitation period begins with the delivery.

E) Occupational safety

1. subject matter of the contract

  1. The subject matter of contracts in the area of occupational safety can include, among other things, the analysis of work systems, support in the preparation of risk assessments and operating instructions, and training of employees to increase their awareness of occupational safety. Another subject of the contract may be support in the implementation of safety-related measures.
  2. Another service is the safety-related supervision (legal basic supervision and company-specific supervision as a specialist for occupational safety (Sifa). The activity as Sifa requires a separate assignment.
  3. Services in the area of occupational safety are provided as services within the meaning of §§ 611 et seq. BGB (German Civil Code). CB-Industrials owes only an activity, but not a specific work result.

2. conclusion of contract

  1. CB-Industrials will prepare a contract offer, which will be sent to the client in text or written form.
  2. Contracts for occupational safety analysis and support in the implementation of measures are concluded separately.

3. compensation

  1. The agreed remuneration shall apply. If the customer is in default of acceptance, CB-Industrials can demand the agreed remuneration for the services not rendered as a result of the delay, without being obliged to make subsequent performance.
  2. The due date of the remuneration results from the agreements. CB-Industrials is entitled to settle the agreed remuneration in monthly installments.

4. liability

  1. The client decides on its own responsibility about the implementation of occupational safety measures.
  2. CB-Industrials is liable for personal injuries caused intentionally or negligently according to the legal regulations. For slightly negligently caused property damage and financial loss CB-Industrials is only liable for breach of essential contractual obligations. The obligation to pay compensation is limited to the foreseeable and contract-typical damage.

F) Vocational training

1. subject matter of the contract

  1. The object of the contract is to advise and support the client in personnel work and qualification as a training company. Furthermore, CB-Industrials can take the position of an external trainer.
  2. Services in the area of vocational training are provided as services within the meaning of §§ 611 et seq. BGB (German Civil Code). CB-Industrials owes only an activity, but not a specific work result.

2. conclusion of contract

  1. CB-Industrials will prepare a contract offer, which will be sent to the client in text or written form.
  2. Contracts for services within the scope of vocational training and the assumption of the position of external trainer are concluded separately.

3. compensation

  1. The agreed remuneration shall apply. If the customer is in default of acceptance, CB-Industrials can demand the agreed remuneration for the services not rendered as a result of the default, without being obliged to provide subsequent performance.
  2. The due date of the remuneration results from the agreements. CB-Industrials is entitled to settle the agreed remuneration in monthly installments.
  3. The remuneration claim of CB-Industrials arises regardless of whether the client finds suitable personnel or concludes employment contracts with applicants.

4. liability

  1. CB-Industrial is not liable for the suitability or reliability of applicants. The client decides on its own responsibility about their hiring.
  2. CB-Industrial does not guarantee that the client is certified as a training company.

G) Final provisions

1. data protection

  1. CB-Industrials will use data of the client for order processing and store it until the legal retention periods expire.
  2. If data of employees of the client are to be stored by CB-Industrials, the client is obligated to fulfill the data protection legal requirements towards his employees.

2 Applicable law, place of jurisdiction

  1. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction is the registered office of CB-Industrials, as far as the customer is a merchant in the sense of the Commercial Code, a legal entity under public law or a special fund under public law.