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General Terms and Conditions

General Terms and Conditions

1. scope of application

1.1 Unless otherwise agreed, contracts with HSE Health & Safety Experts GmbH (hereinafter referred to as HSE GmbH) are concluded exclusively in accordance with the following provisions.

1.2 By placing the order, the client expressly agrees to our terms and conditions. Conflicting or deviating terms and conditions of the client are only binding for HSE GmbH if it has expressly agreed to them in writing.

2. service provision / order fulfilment

2.1 HSE GmbH employs the specialised personnel required to perform its tasks, who have the necessary qualifications and undergo regular further training.

2.2 In the case of continuing obligations - in particular due to legal obligations - HSE GmbH shall name the employees to the client at the beginning of the co-operation. Temporary substitutions (in the event of holiday or sickness absence of the responsible employee) are possible without prior notice. The client shall be notified if another employee takes over the provision of services on a permanent basis.

2.3 HSE GmbH is authorised to use qualified employees of affiliated companies, subcontractors and freelancers and to use the sites of affiliated companies to fulfil its contractually agreed services.

3. obligations of the client to co-operate

3.1 The Client shall provide HSE GmbH with the documents and information necessary for the provision of the services that are related to the services to be provided.

3.2 The client places a written order with HSE GmbH on the basis of its offer. He shall inform HSE GmbH of the hazards / burdens he is exposed to. He is responsible for the appropriate composition of the order and the continuous call-off of the agreed number of hours or the agreed services.

3.3 The client shall ensure that the participation requirements under works constitution law relating to the employee representative body, which result, among other things, from law or works agreements, and other labour law requirements for the provision of services by HSE GmbH are established in good time.

3.4 If the scope of services is to be determined annually, the client shall communicate the scope for the following year by the end of the year (deadline: 31 December). If the number of employees is the basis for the support and the determination of the assignment time, the client shall provide the average number of employees including trainees (natural persons) employed in the previous year for the following year by 31 December of the year in question. If this information is not available by 15 January of the year in question, HSE GmbH assumes that the scope and composition of the service will remain unchanged from the previous year. In the following year, HSE GmbH will then provide the services or the operating time as in the last agreed scope; the client will call these up continuously. If the determination of the service content and quantity is subject to legal requirements, the client shall be responsible for compliance with these.

3.5 The client shall nominate an employee or group of employees who shall be available to HSE GmbH as a contact person, e.g. for making appointments.

3.6 The client shall grant the employees of HSE GmbH access to its premises insofar as this is necessary for the fulfilment of the contractual obligations. The client shall also provide all necessary information and documents. Using the example of occupational health care, this includes, for example, the transmission of the following employee data: Surname, first name, date of birth, department and activity.

3.7 Insofar as this is necessary for the type of service provision, the client shall enable the use of premises that have an appropriate and necessary location and equipment free of charge. He shall bear the costs associated with the fulfilment of these obligations to cooperate.

3.8 If additional expenses are incurred due to the client's failure to co-operate, HSE GmbH shall inform the client of this. The client undertakes to remunerate these expenses separately.

3.9 The client shall instruct its employees to cooperate as required.

3.10. The client's employees must be appropriately informed by the client about the persons in charge at HSE GmbH, e.g. about the company doctor or the occupational safety specialist. This also applies to the permanent changes described under 2.2.

4. obstruction and interruption of the service

HSE GmbH and the client shall not be liable if they are unable to provide their contractual services due to force majeure or are unable to provide them on time. This shall only apply if an extraordinary event occurs through no fault of the party claiming force majeure, over which the party claiming force majeure has no influence and the consequences of which cannot be prevented even with the utmost care to be expected from the party concerned (e.g. war, terrorist attacks and natural disasters). Force majeure does not apply, for example, to strikes, industrial action and lockouts within the sphere of risk of the party invoking force majeure. If one party is temporarily prevented from fulfilling its contractual obligations for a period of more than 4 weeks due to force majeure, the other party shall be entitled to withdraw from the contract in whole or in part or to terminate the contract.

5. confidentiality / data protection

5.1 During the term of the contract, HSE GmbH undertakes to keep confidential any information and documents which become known to it through the business relationship with the client and which by their nature are to be regarded as confidential and/or are labelled as confidential, and to use them exclusively for the provision of the contractual service. This shall not apply to information and documents that are generally known or were already lawfully in its possession without an obligation of confidentiality or are lawfully transmitted by third parties after conclusion of this agreement without an obligation of confidentiality. Non-personal data will only be passed on to third parties for collection and credit assessment purposes. Personnel, temporary representatives, subcontractors and freelancers are bound to confidentiality by HSE GmbH in accordance with the statutory provisions.

5.2 HSE GmbH, as the controller in accordance with 4 No. 7 of the General Data Protection Regulation, is authorised to process all data required to fulfil the contract. For this purpose, HSE GmbH may use an IT system that safeguards data protection through an authorisation concept and corresponding technical access restrictions. The data shall be processed under its own responsibility, in its own name and free from instructions in compliance with the statutory provisions on data protection.

5.3 In compliance with the requirements of the General Data Protection Regulation, HSE GmbH may use an IT infrastructure that provides storage space, computing power, software applications and/or web applications connected via the Internet (cloud services) when processing data.

5.4 If the contractual agreement with the client provides for the monitoring of HSE GmbH's compliant business operations with regard to compliance with legal or contractual provisions in individual cases, these checks shall only be carried out for data protection reasons by a qualified independent third party to be appointed by both parties, who is subject to the statutory duty of confidentiality or undertakes to comply with Section 203 of the German Criminal Code.

6 Deadlines and dates

6.1 Deadlines for the provision of services shall be agreed between the parties with a lead time of at least three weeks. Should a shorter deadline be necessary, this shall only be possible by mutual agreement.

6.2 In the case of contracts with a scope of services to be determined annually, the client is obliged to continuously call up the operating time of the other services in coordination with the responsible employee of HSE GmbH. If this coordination and continuous call-off fails to take place, the operating times and other services may not be provided in full.

6.3 If an agreed deadline is not met by the client (or an employee of the client) and is not cancelled in writing at least five working days in advance, HSE GmbH is entitled to charge 70 % of the agreed fee for the downtime incurred or the service planned for this deadline.

6.4 HSE GmbH's compliance with the dates and deadlines requires the timely receipt of all documents to be supplied by the client, any necessary approvals, declarations of consent, releases and clarifications as well as the timely fulfilment of the client's obligations to cooperate.

7 Fees, terms of payment and invoices

7.1 The fees quoted do not include VAT. This will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.

7.2 Unless otherwise stipulated in a payment plan, the invoice amount is due for payment without deduction to the business account of HSE GmbH immediately upon receipt of the invoice.

8. legal bases and reporting language of counselling and support

8.1 If the contractual partner is provided with these GTC and/or contracts in a language other than German (contractual language), this shall only be done to facilitate understanding. In the event of differences of interpretation, the text drafted in the contractual language shall apply.

8.2 Counselling and support shall be provided on the basis of German law. The reporting language is German, unless other agreements have been made.

9. copyright

Content and documents created by HSE GmbH may be protected by copyright in accordance with Section 2 of the German Copyright Act (UrhG), unless they are company-specific data of the client. These works may only be used for the client's own purposes. In particular, making them accessible to or passing them on to unauthorised third parties is prohibited. Any commercial distribution is prohibited.

10. liability

10.1 HSE GmbH shall be liable without limitation for intent and gross negligence. Furthermore, HSE GmbH shall also be liable without limitation for damages resulting from injury to life, body or health. HSE GmbH shall only be liable for slight negligence in the event of a breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the client relies and may also rely). In the event of a slightly negligent breach of a material contractual obligation, HSE GmbH shall be liable at most to the extent of the typically foreseeable damage. Liability for claims arising from the Product Liability Act remains unaffected.

10.2 Insofar as the liability of HSE GmbH is limited, this shall also apply to the personal liability of its employees and other vicarious agents.

10.3 Insofar as the activities of employees and vicarious agents of HSE GmbH in the fulfilment of its contractual or statutory obligations give rise to claims for damages by the client's employees or third parties, the client shall indemnify HSE GmbH against such claims if and insofar as HSE GmbH would not be liable, in particular pursuant to Section 11 of these GTC.

10.4 A reversal of the burden of proof is not associated with the above provisions.

10.5 Information on the properties of the services, technical data and specifications - with the exception of the legally defined tasks and services - serve solely to describe the respective service. They are not to be regarded as warranted characteristics within the meaning of the German Civil Code. Guarantees are not given by HSE GmbH.

11 Non-solicitation clause and contractual penalty

The client is not authorised to employ the employees who work or have worked for HSE GmbH in the same function during a blocking period of 2 years after their departure from HSE GmbH or to appoint them independently or to have them provide support / advice in any other way. In the event of infringement, the client undertakes to pay a contractual penalty in the amount of 50 % of the last annual turnover paid, but at least € 2500.00.

12 Term and cancellation

12.1 Unless otherwise agreed, the contract is concluded for an indefinite period.

12.2 The contract may be terminated by either contracting party with six months' notice to the end of a calendar year, for the first time to the end of two full calendar years. If the contract does not begin on 1 January of a year, but during the year, it can be terminated for the first time at the end of a full calendar year.

12.3 If the client suspends payments or if the client is over-indebted, HSE GmbH is entitled to terminate this contract without notice. The same applies if an application is made to open insolvency proceedings against the client's assets

12.4 Any declaration in connection with a cancellation and any other declaration with which the exchange of services is terminated or with which the termination is prepared must be made in writing within the meaning of the General Terms and Conditions of HSE GmbH in order to be effective.

13 Applicable law and place of jurisdiction

13.1 The law of the Federal Republic of Germany shall apply exclusively.

13.2 Berlin is agreed as the exclusive place of jurisdiction for all claims arising from or on the basis of the contract.

14. completeness clause

There are no verbal collateral agreements. No further agreements outside the contract have been made.

15. written form clause

15.1 The contract is only concluded upon written order confirmation by HSE GmbH. Employees are only authorised to conclude contracts and collect receivables with appropriate authorisation.

15.2 Individual agreements made with the contractual partner in individual cases (including collateral agreements, amendments and supplements) with regard to orders placed, these Terms and Conditions and contracts concluded (e.g. by order confirmation) or by provision of the service to the contractual partner shall in any case take precedence over these GTCs. Subject to proof to the contrary, a written contract or written confirmation from HSE GmbH shall be authoritative for the content of such agreements.

15.3 The sending of price lists, circulars or general offers shall not be deemed binding offers for HSE GmbH within the meaning of § 145 BGB.

15.4 The offers of HSE GmbH are subject to change and non-binding.

15.5 The order of the service by the contractual partner shall be deemed a binding contractual offer. Unless otherwise stated in the order, HSE GmbH shall be entitled to accept this contractual offer within 4 weeks of its receipt by HSE GmbH.

15.6 The written form within the meaning of these General Terms and Conditions is satisfied by the handwritten signature of the respective declaration and/or the contract by both parties.

15.7 Unless otherwise agreed between the parties, the handwritten signature may be replaced by a scanned signature. In addition, digital confirmation of a declaration and/or offer via the lexoffice.de website also fulfils the written form requirement within the meaning of these General Terms and Conditions. The written form requirement is therefore also fulfilled if the customer accepts an offer digitally by clicking on "Accept offer" in accordance with the standard processes of lexoffice.de.

15.8 Amendments or additions to the contractual agreements between the parties must also be made in writing in order to be legally effective. This also applies to the waiver of the written form requirement.

16. severability clause

16.1 Should any present or future provision of the contract be or become invalid / void or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract, unless the performance of the contract constitutes an unreasonable hardship for one of the parties, taking into account the following provision.

16.2 The same shall apply if a gap requiring supplementation arises after conclusion of the contract. The parties shall replace the invalid / void / unenforceable provision or loophole that needs to be filled with a valid provision that corresponds in its legal and economic content to the invalid / void / unenforceable provision and the overall purpose of the contract.

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