Return Management - General terms and conditions
General terms and conditions of Return Management GmbH
§ 1 Scope
1. These General Consulting Terms and Conditions shall apply to assignments involving the provision of advice and information by the Contractor to the Client in the planning, preparation and implementation of business or professional decisions and projects, particularly in the area of management consulting.
2. These General Consulting Terms and Conditions (GTC) apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons who are a legal entities acquiring goods or services for commercial or professional use. They also apply to public law persons and special public law funds. 3. The Council may request the Board of Directors to propose a regulation of the Council.
3. the following terms and conditions apply exclusively to the business relationship with our client, including information and advice. The following terms and conditions (GTC) shall apply exclusively.
4. Differing terms and conditions of the client shall apply only if and insofar as we expressly acknowledge them in writing. In particular, our silence with respect to such deviating terms and conditions does not constitute acceptance or consent, even in the case of future agreements. 5. It shall not be liable for the consequences of such deviation.
5. Our General Terms and Conditions of Purchase shall also apply in place of any general terms and conditions of purchase of the purchaser if, according to these terms and conditions, the acceptance of the order is deemed unconditional acceptance of the general terms and conditions of purchase, or if we deliver after we have been informed by the purchaser of the validity of his general terms and conditions of purchase, unless we have expressly waived the validity of our general terms and conditions. The exclusion of the customer’s general terms and conditions also applies the general terms and conditions of business do not contain a separate provision on individual points.
6. By accepting our order confirmation, the customer expressly acknowledges that he waives his legal objection arising from the terms and conditions of purchase.
7. If framework agreements or other contracts, in particular consultancy agreements, have been concluded with our with our client, these shall take precedence. They shall be supplemented by these GTC, unless they contain more specific provisions.
§ 2 Object of the contract; scope of services.
1. The object of the contract is the agreed consulting activity specified in the consulting contract, not the achievement of a certain economic success or the preparation of expert reports or other works.
2. At the client’s request, we shall provide information on the state of execution of the assignment, respectively accountable after the execution of the assignment by means of a written or textual report that reflects the essential content of the course and the result of the consultation. As extensively written or textual report, in particular for submission to third parties, this should be agreed upon separately.
3. In the surveys and analyses, we must describe the situation of the enterprise with respect to the question as follows the situation of the enterprise with respect to the question as accurately and completely as possible. Data, details and information provided by third parties or by the customer shall be checked only for plausibility. A is not due further investigation.
4. Unless otherwise agreed, we may use suitable subcontractors for the execution of the order, whereby we shall always remain directly bound to the client. We will use employees with the necessary specialist knowledge for the execution of the assignment. In all other respects, we will decide at our own discretion which employees we will use or replace.
§ 3 Changes in performance; written form
1. If the customer wishes to make changes to the order, he must communicate them in writing or in text form. We will then immediately evaluate the effects of the change request on the structure of the contract and the available service capacity and inform the customer in writing or in text form.
2. We are only obliged to implement the request for change if the customer agrees with us on a change to the contract to that effect. The consulting contract with us to that effect, with regard to the scope of services, schedule and and remuneration. Unless otherwise agreed, in this case we shall perform the work without taking into account the client’s requests for changes, until the contract is amended.
3. If a comprehensive examination of the additional work (= more than 3 working hours) is necessary, we may request a separate paid order for this.
4. Changes and additions to the order must be in writing or in text form to be effective. The text form. § 305b of the German Civil Code (priority of individual agreements) remains unaffected.
§ 4 Confidentiality; data protection
1. For the duration of the contractual relationship and for a period of 4 years thereafter, we are obliged to keep confidential all information or data provided by the customer and designated as confidential. If data disclosed to us in connection with the order and not to disclose such information or data to third parties. This obligation does not apply to obvious or generally known facts whose disclosure to third parties is necessary for the performance of the contract by us and to employees working for us.
It also does not apply insofar as it is disclosed in the context of legal proceedings or for the enforcement or defense of claims arising from the contractual relationship.
The provisions of the Trade Secrets Protection Act (GeschGehG) shall remain unaffected.
We are authorized to process the personal data entrusted to us for the purpose of the order in compliance with the relevant data protection provisions,
2. The customer may only transmit to us those information, documents and data which he and whose disclosure to us does not violate the relevant data protection provisions. The client shall indemnify us against all claims of third parties based on a culpable culpable violation of the obligations mentioned in point 3.
§ 5 Client’s obligations to cooperate
1. The client is obliged to create in his working area all necessary conditions for the proper execution of the order; in particular, he must make available to us in a timely and complete manner all documents and information necessary or important for the execution of the order.
At our request, the customer shall confirm in writing or in text form the correctness and completeness of the documents submitted by him as well as his information and oral statements.
§ 6 Remuneration; Terms of Payment; Settlement
1. The remuneration for our services shall be calculated according to the time spent on the activity (time allowance) or agreed in writing as a fixed price. A fee based on the degree of success or only in the success or only in the case of success separately must be agreed upon under an agreement on which the order is based. Unless otherwise agreed, we are entitled to reimbursement of expenses in addition to the fee. The details of the method of payment are included in the contract. 2. The contract shall apply.
2. If the consultancy lasts longer than 6 months, we are entitled after the end of this period to pay the
3. If the consultancy lasts longer than 6 months, after the end of this period we are entitled to unilaterally increase the fee accordingly in the event of an increase in the costs of procurement of services, wage and additional salary costs, social charges or other costs of our contractually agreed services, if the procurement costs directly or indirectly affect. A increase in the above sense is excluded if the increase in costs for individual or all of the above factors is offset by a decrease in costs for other of the above factors relative to the total cost burden. The factors in relation to the total cost burden of supply (cost offsetting). If one of the above cost factors is reduced without the cost reduction increase in other of the above cost factors, the cost reduction shall be passed on to the customer in the form of a price reduction.
If the new fee is 20% or more above the original net fee as a result of the exercise of our aforementioned price adjustment right, the client shall be entitled to terminate the consulting agreement without notice. However, he may only assert this right immediatelyimmediately upon notification of the increased price. 3.
All receivables shall become due and payable immediately upon invoicing and shall be payable without deduction. The
statutory value-added tax at the time of payment shall be added to all quotations and shown separately on invoices. In the case of agreed bank transfers, the date of
date of payment is the date the funds are received by us or credited to our account or the account of the company’s
account or the account of the payment agent specified by us. 4.
4. multiple clients (natural persons and/or legal entities) are jointly and severally liable.
5.Set-off against our claims for remuneration and expenses is permitted only in the case of undisputed claims, legally established claims. § 215 BGB (set-off despite statute of limitations). Uncontested.
§ 7 Exclusion and limitation of liability
1. Our liability to the customer shall be determined in accordance with statutory provisions, unless otherwise provided in the following clauses:
2. subject to the following exceptions, we shall not be liable, in particular not for claims by the customer for claims for damages or reimbursement of expenses – regardless of the legal basis – in case of in case of breach of obligations arising from the contractual obligation.
3. The above exclusion of liability according to clause (2) shall not apply,
4. General Terms and Conditions of Return Management GmbH Status 7/2022
(a) for our own willful or grossly negligent breach of duty and willful or grossly negligent breach of duty by our legal representatives or vicarious agents;
(b) for breach of material contractual obligations.
whose performance characterizes the contract and on which the customer may rely”;
c) in case of damage to body, life and health also by our legal representatives or vicarious agents;
d) in case of default, insofar as a fixed date of delivery and/or fixed date of performance was
was agreed upon;
e) insofar as we have given a guarantee for the quality of a good or the existence of a performance, or have assumed a procurement risk within the meaning of § 276 BGB;
f) in case of legal liability, in particular in accordance with the Product Liability Act. 4.
If only slight negligence is alleged against us or our vicarious agents and not a case of (3), er lit. c), e) and f), we shall only be liable for contract-typical and foreseeable damages even in the event of breach of essential contractual obligations. § 254 BGB (contributory negligence remains unaffected).
5. Our liability is limited to a maximum amount of EUR 100,000 for each individual case of damage (an individual case of damage exists when a damaging event objectively occurs). This does not apply if we are guilty of willful intent, malice or gross negligence, for claims due to injury to body, life or health, as well as in the case of a guarantee assumed by us or the assumption of a procurement risk or the assumption of a procurement risk according to § 276 BGB (German Civil Code) by us, or in cases of legally binding, deviating higher liability amounts. Any further liability on our part is excluded.
6. The exclusions or limitations of liability according to the above clauses (2) to (5) and clause (7) shall apply to the same extent as the other clauses.(7) shall apply to the same extent to our executive bodies, executive and non-executive employees and other vicarious agents as well as to subcontractors.
7. Insofar as we do not have unlimited liability, claims for damages shall become statute-barred after one year from the beginning of the statutory limitation period according to §§ (4), (5) and (7) the beginning of the statutory limitation period according to §§ 199 to 201 BGB.
8. A reversal of the burden of proof is not connected with the above provisions.
§ 8 Protection of intellectual property
(1) The customer guarantees that the reports, organizational plans, designs, drawings, schedules, calculations, etc. prepared by the contractor under the contract will be used exclusively for reports, organization plans, designs, drawings, lists, calculations, etc. prepared by the contractor under the contract only for the contractually agreed upon be used for the contractually agreed purposes and not be reproduced, edited, translated, reprinted, transmitted or distributed without express permission in individual cases. The use of the consulting services provided for client affiliates requires an express written agreement with us. 2.
(2) Insofar as work results are copyrighted, we remain the copyright owner. In these cases, the client shall be limited by clause 1 sentence 1, otherwise unlimited in time and place, irrevocable, exclusive and non-transferable right of use to the work results.
§ 9 Duty of Loyalty.
The parties undertake to be loyal to each other. They shall inform each other without delay of all circumstances arising during the execution of the project which may have a not insignificant influence on the work.
§ 10 Force majeure
1. if events of force majeure of non-negligible duration (i.e. longer than than 10 calendar days) occur, we shall notify the Client immediately in writing or in text form. In this case, we shall be entitled to suspend performance for the duration of the impediment or to or to rescind the contract in whole or in part on account of the part not yet fulfilled, insofar as we have fulfilled our aforementioned information obligation and have not assumed the procurement risk in accordance with § 279 BGB.
The Force majeure shall be considered strikes, lock-outs, official interventions, operational hindrances through no fault of our own – e.g. due to fire, water and machine damage – and all other hindrances that are objectively not caused by us or our auxiliary persons. culpably caused by us or our vicarious agents.
(2) If a performance date has been bindingly agreed upon and if the agreed performance date is exceeded due to events referred to in item 1.
Agreed execution date is exceeded, the customer shall be entitled, after the fruitless expiry of a contract due to the part of the contract not yet performed after the expiration of a reasonable period of time. 3. Further claims of the customer, in particular for damages, are excluded in this case.
(3) The above provision pursuant to paragraph 2 shall apply mutatis mutandis if, for the reasons stated in paragraph 1, it is objectively unreasonable for the customer to continue fulfilling the contract even without a contractual agreement on a fixed performance date.
§ 11 Termination
Unless otherwise agreed, the consulting contract may be terminated by the client at any time, by us with a notice period of one month in text or writing.
The right to extraordinary termination without notice for just cause remains unaffected.
§ 12 Right of retention; preservation of documents, contractual language
1. Until our claims under the consultancy contract have been paid in full, we shall be entitled to retain right of retention on documents and data to be handed over, insofar as we are not obliged to perform them in advance.
Are not obliged to advance performance. The right of retention does not apply in case of undisputed counterclaims or counterclaims determined by the court. The right of retention shall not apply in case of undisputed counterclaims.
2. upon satisfaction of our claims under the consulting contract, we shall return all documents handed over to us by the client or a third party on the occasion of the execution of the contract. Execution of the order. This does not apply to the correspondence between the parties and to simple copies or files of the documents submitted under the order.
This does not apply to correspondence between the parties and to simple copies or files of the reports, organizational charts, drawings, lists, calculations, etc. produced in the execution of the order.
3. Our retention obligation for the documents and data from the consulting relationship expires six months after issuance of the written request for collection from our side to the customer. Otherwise three years, in the case of documents retained in accordance with § 12(1) five years after termination of the contractual relationship.
The language of the contract and the language of the documents is German.
§ 13 Assignment
Rights arising from the contractual relationship with us can only be assigned with our prior express consent on our part. § 354a of the German Commercial Code (HGB) (assignment of monetary claims) remains unaffected.
§ 14 Choice of law / Place of jurisdiction
(1) All claims arising from the contract shall be governed exclusively by the laws of the Federal Republic of Germany.
The exclusive place of jurisdiction for all disputes arising from the contract is our registered office, insofar as the order is placed by an entrepreneur or a legal entity. A order is placed by an entrepreneur, a legal entity under public law or a special fund under special public law fund.
For the avoidance of doubt, this jurisdiction provision also applies to such facts between us and the and the customer that may lead to non-contractual claims within the meaning of EC Regulation No. 864/2007. However, we are also entitled to sue the customer in its general court of jurisdiction.
§ 15 Severability clause
Should any provision of this contract be or become invalid/invalid or unenforceable in whole or in part under the law of general terms and conditions pursuant to §§ 305 to 310 BGB, the statutory provisions shall apply.
Should any present or future provision of the contract be or become invalid for reasons other than the provisions concerning the law of general terms and conditions in accordance with §§ 305 to 310 BGB (German Civil Code), the validity of the remaining provisions of this contract shall not be affected thereby, unless the performance of the contract – also in consideration of the legal provisions – is not affected. For one of the parties would constitute an unreasonable difficulty. The same applies if, after the conclusion of the contract, a gap arises that needs to be filled.
Contrary to a possible principle according to which a separation clause in principle merely reverses the burden of proof, the validity of the remaining provisions of the contract is maintained under all circumstances and therefore § 139 of the German Civil Code (BGB) is completely waived.
The parties do not waive the provisions of the contract that are invalid for reasons other than the provisions concerning the law of the general terms of business according to §§ 305 to 310 BGB (German Civil Code) are replaced by a provision that is ineffective/ void/ unenforceable or a gap to be filled, the legal and economic content of the invalid/ void/ unenforceable provision and the general purpose of the provision. provision and meets the general purpose of the contract. § 139 BGB (partial disability) is expressly excluded. If the invalidity of a provision is based on a performance measure or period (period or time limit) established therein, the provision shall be brought into conformity with a legally permissible measure that comes closest to the original measure.