for the provision of services by Phase Angle Consulting, Thomas Schmidt, Unkeler Str. 1, 53579 Erpel,
e-mail: thomas.schmidt@phase-angle-consulting.de (hereinafter referred to as "Contractor")
to its customers (hereinafter referred to as "Customer")
1 General
1.1 These General Terms and Conditions (GTC) for the provision of services shall apply to contracts concluded between the Customer and the Contractor incorporating these GTC.
1.2 The Contractor shall not conclude any contracts with consumers or private persons.
1.3 The Contractor shall be entitled to subcontract the required services in its own name and on its own account to subcontractors who may in turn also use subcontractors. The Contractor shall remain the sole contractual partner of the Customer in this respect. Subcontractors shall not be used if it is evident to the Contractor that their use is contrary to the legitimate interests of the Customer.
1.4 Insofar as other contractual documents or other terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of contradiction.
1.5 The Contractor shall not recognize any General Terms and Conditions of Business which deviate from these General Terms and Conditions of Business and which are used by the Customer - subject to express consent.
2 Subject Matter of the Contract and Scope of Services
2.1 The Contractor shall provide the following services to the Customer as an independent contractor:
Technical consulting in regards to large power-transformer and phase shifting transformers as well as consulting services for sales of industrial goods and services.
2.2 The specific scope of services shall be subject to individual agreements between the Contractor and the Customer.
2.3 The Contractor shall provide the contractual services with the greatest possible care and diligence in accordance with the latest state of the art, the latest rules and knowledge.
2.4 The Contractor shall be obliged to provide the services owed under the contract. In the performance of its activities, however, it shall not be subject to any instructions with regard to the manner of performance of its services, the place of performance of the services or the time of performance of the services. However, the Contractor shall determine the days of work and the time spent on these days in such a way as to achieve optimum efficiency in its work and in the realization of the subject matter of the Contract. The performance of services by the Contractor shall be carried out only in coordination and agreement with the Customer.
3 Cooperation obligations of the client
It is incumbent upon the Customer to provide complete and correct information, data and other contents to be provided by him for the purpose of the performance of the service. The Contractor shall not be liable to the Customer in any respect for delays and delays in the performance of the service caused by late and necessary cooperation or additional work on the part of the Customer; the provisions under the heading "Liability/Exemption" shall remain unaffected.
4 Remuneration
4.1 The remuneration shall be agreed upon in an individual contract.
4.2 Remuneration shall be paid according to the performance of the Services. If the remuneration is calculated according to time periods, it shall be paid after the expiry of the individual time periods (§ 614 BGB). In case of effort-based billing, the Contractor shall be entitled to invoice the rendered services on a monthly basis, subject to deviating agreements.
4.3 The Contractor shall provide the Customer with an invoice by mail or by e-mail (e.g. as a PDF) after the services have been rendered. The remuneration is due for payment within 14 days after receipt of the invoice.
5 Liability / Indemnification
5.1 The Contractor shall be liable without limitation, for any legal reason, in case of intent or gross negligence, in case of intentional or negligent injury to life, body or health, on the basis of a warranty promise, unless otherwise provided in this respect, or on the basis of mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to the preceding sentence. The contractor' maximum liability under this agreement under any theory of recovery shall not exceed the actual purchase price received by the contractor under this agreement. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and compliance with which the Customer may regularly rely on. In all other respects, liability on the part of the Contractor shall be excluded. The above liability provisions shall also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.
5.2 The Customer shall indemnify the Contractor against any claims of third parties which are asserted against the Contractor due to violations of these contractual terms and conditions or of applicable law by the Customer.
6 Term of Contract and Termination
6.1 The parties shall agree individually on 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 shall remain unaffected.
6.3 The Contractor shall return or destroy all documents and other content provided to it immediately after termination of the contract,
at the Customer's discretion. The assertion of a right of retention thereto shall be excluded. Electronic data shall be deleted completely. Exceptions to this are documents and data with regard to which there is a longer legal obligation to retain data, but only until the end of the respective retention period. The Contractor shall confirm the deletion to the Company in writing at the latter's request.
7 Confidentiality and Data Protection
7.1 The Contractor shall treat all processes coming to its knowledge in connection with the order as strictly confidential. The Contractor undertakes to impose the duty of confidentiality on all employees and / or third parties who have access to the information which is the subject of the
contract. The obligation to maintain confidentiality shall apply for an unlimited period of time beyond the term of this contract.
7.2 The Contractor undertakes to comply with all provisions of data protection law - in particular the provisions of the Basic Data Protection Regulation and the Federal Data Protection Act - when performing the contract.
8. Final provisions
8.1 The law of the Federal Republic of Germany shall apply to the exclusion of the CISG.
8.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions of these GTC shall not be affected thereby.
8.3 The Customer shall support the Contractor in the performance of its contractual services by reasonable acts of cooperation, if necessary. In particular, the Customer shall provide the Contractor with the information and data required to fulfill the order.
8.4 If the Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected.
8.5 The Contractor shall be 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 subject to a reasonable period of notice. Existing customers shall be notified of such changes by e-mail no later than two weeks before the change takes effect. If the existing customer does not object within the period set in the notification of change, his consent to the change shall be deemed to have been given. If he objects, the changes shall not enter into force; in this case, Contractor shall be entitled to terminate the contract extraordinarily at the time the change enters into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of the objection or its absence.