General Terms and Conditions (GTC) for Electrical Trade of autosecure GmbH
For all our deliveries and services, including the provision of information, offers, consultations, and repairs, the conditions set out below shall apply. The client’s terms and conditions shall only apply if and to the extent that we expressly acknowledge them in writing. In accordance with Section 33 of the Federal Data Protection Act (BDSG), we point out that data of our clients are electronically stored and processed by us insofar as this is necessary for the proper handling of the business relationship.
These conditions also apply to all future transactions with the client, provided they are of a related legal nature.
Individual agreements made with the client in specific cases – including collateral agreements, supplements, and amendments – shall in all cases take precedence over these conditions. Subject to proof to the contrary, a written contract or a written order confirmation shall be decisive for the content of such agreements.
The assignment of claims against us to third parties is excluded. Section 354a of the German Commercial Code (HGB) remains unaffected.
Documents belonging to our offer, such as illustrations and drawings, are to be regarded only as approximate with respect to dimensions and weight, unless the accuracy of dimensions and weight has been expressly confirmed. We reserve ownership and copyright to all documents provided to the client in connection with the placement of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant the client our express written consent.
If we do not accept the client’s offer within the period specified in Section 03, paragraph 2, these documents must be returned to us without delay.
If the order is not placed, documents prepared specifically for the customer must be returned without being requested, and in all other cases, they must be returned immediately upon request.
Our offer sent to the potential client based on prior discussions does not constitute a binding offer in the legal sense pursuant to Section 145 of the German Civil Code (BGB), but merely an invitation to the potential client (invitatio ad offerendum) to submit a binding offer to us for the conclusion of a contract on the basis of our invitation. The offer form for the potential client (binding offer) is enclosed with our invitation letter. Something different applies only if we have expressly indicated the binding nature of our offer.
The offer form signed by the client constitutes a binding offer within the meaning of Section 145 BGB. We may accept this offer within 2 weeks either explicitly by sending a written order confirmation or implicitly by dispatching the ordered goods or commencing performance within this period.
All information regarding our goods and services, in particular the illustrations, drawings, weight, dimension, and performance specifications contained in our offers and printed materials, are to be understood as approximate average values. They do not constitute guaranteed characteristics but rather descriptions or designations of the goods. Unless limits for permissible deviations have been expressly stipulated and designated as such in our order confirmation, customary industry deviations are permissible in all cases.
he prices referred to in our order confirmation are solely authoritative. Additional services will be charged separately.
Our prices are net prices excluding value-added tax, which the client must pay in addition at the applicable statutory rate. For consumers, gross prices including value-added tax are indicated.
Unless expressly agreed otherwise, our prices apply ex works from our place of business. The client must bear additional freight costs, special packaging costs exceeding standard commercial packaging, ancillary charges, and public levies.
Since troubleshooting time constitutes working time, the resulting and documented effort will be charged to the customer if the issue is not covered by warranty and an order cannot be carried out because:
Delivery periods and dates shall only be deemed agreed if expressly confirmed in writing. Delivery periods commence on the date of our order confirmation, but not before all details of the order have been clearly clarified and any necessary certificates have been provided. Delivery periods shall be deemed met if notice of readiness for dispatch is given on time, even if the goods cannot be shipped on time through no fault of our own.
For periods and dates not expressly designated as fixed in our order confirmation, the client may, two weeks after their expiration, set us a reasonable grace period for delivery/performance. We shall only be deemed in default after the expiration of this grace period.
Periods and dates shall be extended, without prejudice to our rights arising from the client’s default, by the duration of the delay caused by the client’s failure to fulfill their obligations toward us.
Self-supply remains reserved.
The client is entitled to withdraw from the contract according to statutory provisions unless the impediment is only temporary and postponement of the performance date is reasonable for the client.
We are entitled to make partial deliveries and partial performances if such are reasonable for the client.
If the client has a contractually agreed or statutory right of withdrawal, and we set a reasonable deadline for its exercise, the right of withdrawal shall expire unless the client declares the withdrawal before the deadline expires.
The agreed delivery or completion date shall only be binding if compliance is not rendered impossible by circumstances for which we are not responsible. Such circumstances include changes and the absence of documents (e.g., building permits) required for execution of the order.
In business-to-business transactions, the client shall only have the claim under § 8 No. 3 VOB/B in cases of delay (in the execution of construction services) if a calendar-based start and completion date was agreed in writing and the client, after expiration of this period, set a reasonable grace period and declared that they would withdraw the order after fruitless expiration of the grace period.
Shipment and transport are always carried out at the client’s risk. The risk passes to the client, even in the case of partial deliveries, as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse, or in the case of delivery ex works, our factory, for the purpose of dispatch.
If dispatch of the delivery is delayed for reasons attributable to the client, the risk of accidental deterioration and accidental loss shall pass to the client upon notification of readiness for dispatch. Storage costs incurred after the transfer of risk shall be borne by the client. We are entitled to charge 1% of the gross order value per month for this. Further claims remain unaffected. If the client is in default of acceptance, we are entitled to claim compensation for the expenses incurred by us. Upon the occurrence of default of acceptance for deliveries, the risk of accidental deterioration and accidental loss passes to the client.
Payments shall be made in euros (€) and free of postage and other charges. Bills of exchange and cheques are only considered payment once they have been cashed and are accepted without any obligation for timely presentation or protest.
Payments are to be made immediately upon invoicing, net, calculated from the invoice date. If payment deadlines are exceeded, we are entitled to charge interest at the applicable bank rates for overdraft facilities, but at least 5 percentage points above the European Central Bank’s marginal lending facility rate (SRF rate). Each contracting party is entitled to prove a different interest-related loss. Further claims in the event of default remain unaffected. For timely payment, the date of receipt of the funds is decisive, not the date of dispatch.
If costs and interest are incurred, we are entitled to apply payments first to the costs, then to the interest, and lastly to the principal amount.
Unless a fixed price agreement has been made, reasonable price adjustments due to changes in wages, material and distribution costs, taxes, or duties shall remain reserved for deliveries made 3 months or more after the conclusion of the contract.
The client is entitled to set-off only if their counterclaims are legally established or undisputed. The client may exercise a right of retention only insofar as their counterclaim is based on the same contractual relationship and the client is not obliged to make advance payment. For merchants, withholding payments or offsetting counterclaims is permitted only if such counterclaims are undisputed or legally established.
All our claims – including those from other contracts with the client – become immediately due in the event of payment default, protest of a bill of exchange, cessation of payments by the client, or if we otherwise become aware of circumstances giving rise to justified and significant doubts about the client’s solvency or creditworthiness. This also applies if such circumstances already existed at the time of contract conclusion but were unknown to us and could not have been known. In all such cases, we are also entitled to execute outstanding deliveries only against advance payment or provision of security and, if the advance payment or security is not provided within 2 weeks, to withdraw from the contract without further notice. Further claims remain unaffected.
All goods delivered remain our property (reserved goods) until all claims—regardless of their legal basis, including future or conditional claims arising from contracts concluded simultaneously or at a later date—have been fulfilled. This also applies if payments are made on specially designated claims.
Processing and transformation of the reserved goods are carried out on our behalf as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without obligating us. The processed goods are considered reserved goods within the meaning of paragraph 1. If the reserved goods are processed, combined, or mixed with other goods by the client, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used.
If our ownership is extinguished through processing, combination, or mixing, the client hereby transfers to us the ownership rights to which they are entitled in the new product or item, in the amount corresponding to the invoice value of the reserved goods, and shall store these goods for us free of charge. The resulting co-ownership rights are considered reserved goods within the meaning of paragraph 1.
The client is entitled to resell, process, combine, or otherwise incorporate the reserved goods (hereinafter “resale”) only in the ordinary course of business and only as long as they are not in default. Any other disposition of the reserved goods is not permitted. Attachments or other interventions by third parties must be reported to us immediately. All intervention costs shall be borne by the client if they cannot be recovered from the third party (the opposing party in the objection claim) and if the objection claim was rightfully raised. If the client grants their customer a deferral of the purchase price, they must retain ownership of the reserved goods under the same conditions under which we have retained ownership; however, the client is not required to retain ownership regarding future claims against their customer. Otherwise, the client is not authorized to resell the goods.
The client hereby assigns to us all claims arising from the resale of the reserved goods, including all ancillary rights. They serve the same security purpose as the reserved goods. The client is only authorized and entitled to resale if it is ensured that the claims arising therefrom are transferred to us.
If the reserved goods are resold by the client together with other goods not supplied by us for a total price, the assignment of the claim from the resale occurs in the amount of the invoice value of the reserved goods sold by us in each case.
If the assigned claim is included in a current account, the client hereby assigns to us a portion of the balance corresponding to the amount of the claim, including the final balance.
The client is authorized to collect the claims assigned to us until revoked. We are entitled to revoke this authorization if the client does not properly meet their payment obligations arising from the business relationship with us or if circumstances become known that significantly impair the client’s creditworthiness. If such conditions for revocation exist, the client must, upon our request, immediately disclose the assigned claims and their debtors to us, provide all information required for collection, hand over the relevant documents, and notify the debtor of the assignment. We are also entitled to notify the debtor ourselves.
If the value of the securities existing for us (in the case of claims, the nominal value; in the case of movable items, the estimated value) exceeds the secured claims by more than 50%, we are obligated, at the client’s request, to release securities of our choice to that extent.
If we exercise our right of retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare such in writing. The client’s right to possess the reserved goods expires if they fail to fulfill their obligations under this or any other contract with us.
After completion of the work, we conduct an acceptance inspection with the client.
The work is deemed accepted once it has successfully passed the acceptance test. Acceptance cannot be refused due to a defect that only insignificantly reduces the value or usability of the work. If the client waives acceptance or does not attend a scheduled acceptance appointment, we are entitled to carry out the acceptance without the client.
The client is obliged to accept the results of the acceptance conducted without their presence. Costs arising from a delay in acceptance that is not caused by us shall be borne by the client. In any case, the work shall be deemed accepted if the client has put the work into use.
If the purchase constitutes a commercial transaction for both parties, the client must carefully inspect the goods immediately (without culpable delay within the meaning of Section 121 of the German Civil Code, BGB) after delivery by us, as far as is feasible in the ordinary course of business, for completeness and proper condition, and report any defects to us immediately. If the client fails to provide such notice, the goods are deemed approved, unless the defect was not detectable during the inspection. If such a defect becomes apparent later, notice must be given immediately after its discovery; otherwise, the goods are also deemed approved with regard to this defect. The decisive factor is the receipt of a written notice, including by fax, and the client must prove receipt in case of dispute.
For obvious defects that can be recognized without inspection, the notification period is 2 days from delivery. For defects detectable only through careful examination, the notification period is 2 weeks from delivery. For defects that could not be discovered through a professional and careful inspection but appear later, the notification period is 2 days from discovery of the defect.
The limitation period for claims for defects in delivered goods is 2 years for consumers and 1 year for entrepreneurs from the date of delivery. This does not apply to defects affecting a third party’s property rights, which would entitle that third party to demand return of the goods.
The limitation period for claims for defects in delivered goods is 2 years for consumers and 1 year for entrepreneurs from the date of delivery. This does not apply to defects affecting a third party’s property rights, which would entitle that third party to demand return of the goods.
The goods subject to complaint must be returned to us in their original or equivalent packaging for inspection. If the defect notification is justified and made within the period, we shall remedy the defect by subsequent performance at our discretion, either by eliminating the defect or delivering a defect-free item. We bear the costs of remedying the defect unless these are increased because the delivery item has been transported by the client to a location other than the place of performance. We are entitled to refuse subsequent performance in accordance with statutory provisions. In the event of refusal, failure, or unreasonableness of subsequent performance for the client, the client is entitled to withdraw from the contract or reduce the remuneration in accordance with the provisions of the following paragraph. Defects arising after handover due to normal wear and tear or other reasons for which we are not responsible do not constitute a warranty-triggering defect.
The client is entitled to withdraw from the contract—or to reduce the purchase price—only after a reasonable period set for subsequent performance has expired without success, unless setting a period is legally dispensable (§§ 323(2), 440, 441(1) BGB). In the event of withdrawal, the client is liable for deterioration, loss, and unrealized benefits not only for ordinary care but also for any negligent or intentional fault.
In addition to statutory reasons for refusal, we are entitled to refuse subsequent performance as long as the client has not sent the complained-of goods to us for inspection upon our request; the client has no right of withdrawal or reduction in such a case. Warranty rights do not exist if the goods have been altered or modified without our consent, unless the client proves that the defect was not caused by these interventions or modifications.
If the end customer in the supply chain is a consumer, the client is entitled to recourse under the statutory provisions (§§ 478, 479 BGB), subject to the further conditions of § 377 HGB.
No defect exists in the case of deviations customary in the industry from the order confirmation. For goods sold as downgraded or used materials, the client who is not a consumer has no claims for any defects.
If our operating or maintenance instructions are not followed, changes are made to the deliveries or services, parts are replaced, or consumables are used that do not meet the original specifications, any warranty is excluded, unless the client proves that the defect is not based on these factors.
For work performed, we warrant by free rectification of the work as well as free rectification or replacement of defective material if the client proves that the work was defective or not properly executed. After two failed attempts at rectification, the client is entitled to request a reduction in remuneration or withdraw from the contract.
Defects that are not caused by improper work, especially defects due to normal wear and tear, improper handling, or other external influences, are not covered by the warranty. The limitation period for warranty claims for work is 2 years for consumers and 1 year for entrepreneurs.
For construction services in business-to-business transactions, VOB/B in its entirety and, in extracts, VOB/C shall apply.
In the event of a defect in work performance, the client must set a reasonable period for subsequent performance. The client must ensure, in particular, that the item subject to complaint is made available to us or a company commissioned by us for inspection and subsequent performance.
If we are obligated to subsequent performance, we may do so at our discretion either by remedying the defect or by remanufacturing the work. If subsequent performance fails, the client is entitled to reduce the remuneration or withdraw from the contract. Withdrawal is excluded for insignificant defects or if the subject of the contract is a construction service.
For injury to life, body, or health caused by our negligent breach of duty or by an intentional or negligent breach of duty of a legal representative or vicarious agent of ours, we are liable in accordance with statutory provisions. The same applies to other damages caused by grossly negligent breaches of duty by us or by intentional or grossly negligent breaches by a legal representative or vicarious agent. For other damages caused by slight negligence by us, a legal representative, or a vicarious agent, liability is limited to foreseeable, contract-typical damage up to a maximum of twice the value of the contract object.
Claims for damages for other losses due to slight negligence in the violation of ancillary obligations are excluded. We are not liable for other damages resulting from delay caused by slight negligence. The client’s statutory rights after expiration of a reasonable grace period remain unaffected. The above exclusions and/or limitations of liability do not apply if we have fraudulently concealed a defect or have assumed an independent guarantee for the condition of the goods. Claims of the client for reimbursement of futile expenses instead of a claim for damages in lieu of performance remain unaffected.
The warranty period for all work services, repairs, etc., that are not construction services, and for installed materials is 1 year.
For construction services in business-to-business transactions, VOB/B in its entirety and, in extracts, VOB/C shall apply.
In the event of a defect, the client must set a reasonable period for subsequent performance. The client must, in particular, ensure that the object subject to complaint is made available to the contractor or a company commissioned by the contractor for inspection and performance of subsequent work.
If the contractor is obligated to perform subsequent work, it may do so at its discretion either by remedying the defect or by remanufacturing the work.
If subsequent performance fails, the client is entitled to reduce the remuneration or withdraw from the contract. Withdrawal is excluded in the case of insignificant breaches of duty by the contractor or if the subject of the contract is a construction service.
For injury to life, body, or health resulting from a negligent breach of duty by the contractor or an intentional or negligent breach of duty by its legal representative or vicarious agent, the contractor is liable according to statutory provisions. The same applies to other damages resulting from grossly negligent breaches of duty by the contractor or from intentional or grossly negligent breaches of duty by its legal representative or vicarious agent.
For other damages resulting from the breach of essential obligations due to slight negligence by the contractor, its legal representatives, or vicarious agents, liability is limited to the foreseeable, contract-typical damage up to a maximum of twice the value of the contract object.
Claims for damages for other losses in the case of breaches of secondary obligations due to slight negligence are excluded. The contractor is not liable for other damages resulting from delay caused by simple negligence; the statutory rights of the client after expiration of a reasonable grace period remain unaffected. The above exclusions and/or limitations of liability do not apply if the contractor has fraudulently concealed a defect or has assumed an independent guarantee for the condition of the item. Claims of the client for reimbursement of futile expenses instead of a claim for damages in lieu of performance remain unaffected.
Warranty claims for all new items sold expire 2 years after delivery of the goods, and for used items, 1 year after delivery. Obvious defects must be reported to the seller within two weeks after delivery – based on the dispatch of the notice – otherwise the seller is released from liability for defects.
If the delivery item is defective, the buyer has the following rights:
The seller is obliged to perform subsequent performance and will do so either by remedying the defect or by delivering a defect-free item. If the subsequent performance fails, the buyer is entitled to withdraw from the contract or reduce the purchase price. Withdrawal is excluded if the seller’s breach of duty is only insignificant.
A defect in the delivery item does not exist in the following cases:
• Defects caused by damage, incorrect connection, or improper operation by the buyer
• Damage caused by force majeure, e.g., lightning strikes
• Defects resulting from overstrain of mechanical or electromechanical parts due to improper use, contamination, or extraordinary mechanical, chemical, or atmospheric influences
• In the area of consumer electronics, a defect also does not exist if reception quality is impaired due to unfavorable reception conditions, defective antennas, or external influences, or due to unsuitable or defective batteries inserted by the customer
We have a lien on any item of the client that comes into our possession in connection with the order due to a claim arising from the order. This lien may also be asserted for claims arising from previously performed work, spare parts deliveries, and other services, provided they are related to the item. For other claims arising from the business relationship, the lien applies only to the extent that such claims are undisputed or legally established.
If the item is not collected within 4 weeks after a request for collection, we may charge a reasonable storage fee after the expiry of this period.
If the item is not collected within 3 months after the collection request, our obligation to store it further and any liability for minor negligent damage or loss shall cease. One month before the expiry of this period, a warning of sale shall be sent to the client. We are entitled to sell the item after the expiry of this period at its market value to cover our claims. Any surplus proceeds shall be refunded to the client.
In the case of pre-contractual and non-contractual breaches of duty, including defective deliveries – also in the case of defective delivery of a type of goods – tortious acts, and product liability, we are liable for damages and reimbursement of expenses – subject to further contractual or statutory liability requirements – only in the case of intent, gross negligence, or in the case of slight negligence in the breach of an essential contractual obligation (a contractual obligation whose breach endangers the achievement of the contract’s purpose). However, our liability – except in cases of intent – is limited to the foreseeable, contract-typical damage at the time of contract conclusion.
If the delivered item cannot be used in accordance with the contract due to our fault, resulting from omitted or faulty implementation of suggestions and advice given before or after contract conclusion, or due to the breach of other contractual secondary obligations – in particular instructions for the operation and maintenance of the delivered item – the provisions of Sections 1 and 7, as well as the regulations under Section X, apply, to the exclusion of any further claims of the purchaser.
For delay damages, in cases of slight negligence, we are liable only up to 5% of the purchase price agreed with us.
Outside the breach of essential obligations, liability for slight negligence is excluded and, in any case, limited to the amount of the purchase price. Section 2 remains unaffected.
The exclusions and limitations of liability contained in Sections 1–3 do not apply in the event of the assumption of a guarantee for the condition of the item in accordance with § 444 BGB (see Section X, Clause 5), in cases of fraudulent concealment of defects, in cases of damage resulting from injury to life, body, or health, or in cases of mandatory liability under the Product Liability Act.
All claims for damages against us, regardless of the legal grounds, expire no later than one year after delivery of the item to the purchaser if the purchaser is a merchant. In cases of tortious liability, the limitation period begins from the time the claimant becomes aware, or should have become aware through gross negligence, of the circumstances giving rise to the claim and the identity of the party liable. The provisions of this paragraph do not apply – and statutory provisions shall then apply – in cases of intent and in the cases specified in Section 4. Any shorter statutory limitation periods take precedence.
If the purchaser is an intermediary for the delivered item and the end customer is a consumer, the statutory provisions apply to the limitation of any potential recourse claims of the purchaser against us.
In the case of software delivery, we, our employees, and our vicarious agents are liable for the loss or alteration of data caused by the program only to the extent that such loss or alteration would have been unavoidable if the purchaser had complied with their data backup obligations at adequate intervals, but at least daily.
For production according to client drawings, samples, or other instructions, we assume no warranty or liability for the functionality of the product or for any other defects to the extent that these circumstances are based on the client’s instructions.
The client shall indemnify us against any claims by third parties, including product liability claims, arising from damages caused by the goods, unless we have caused the damage intentionally or through gross negligence.
The client guarantees to us that the manufacture and delivery of goods produced according to their instructions do not infringe any third-party intellectual property rights. In the event that third-party rights are asserted against us, we are entitled, without legal examination of the potential claims, and after consulting the client, to withdraw from the contract unless the third party withdraws the assertion of rights within 8 days by written notice to us. The client shall compensate us for any damages incurred as a result of the assertion of these rights. In the event of withdrawal, any work performed by us to date shall be remunerated.
Further rights under statutory provisions remain unaffected.
All molds, tools, and design documents created by us for the execution of the order remain our exclusive property. The client has no claims to these items, even if they have contributed to the costs of producing molds, tools, or design documents, unless explicitly agreed otherwise.
Unless explicitly agreed otherwise in writing, any information provided to us in connection with orders shall not be considered confidential, unless the confidential nature of the information is obvious.
The place of performance for our deliveries shall be, in the case of delivery ex works, the delivering plant, and for services, the client’s registered office.
The place of jurisdiction for all disputes arising from this contract shall, at our discretion, be either our registered office or the client’s registered office; for claims brought by the client, our registered office shall be exclusively applicable. If the conditions for a jurisdiction agreement under Section 38 of the German Code of Civil Procedure (ZPO) are met, the place of jurisdiction for disputes arising from this contract shall primarily be determined by the location of the law firm representing us in the proceedings. Statutory provisions regarding exclusive jurisdiction remain unaffected.
Should individual provisions be wholly or partially invalid or void, or become wholly or partially invalid or void due to changes in the law, by final court rulings, or otherwise, or should these provisions contain gaps, the contracting parties agree that the remaining provisions shall remain unaffected and valid. In such a case, the contracting parties undertake, in accordance with the principle of good faith, to agree upon an effective provision in place of the invalid provision that comes as close as possible to the meaning and purpose of the invalid provision and can reasonably be assumed to be what the parties would have agreed upon at the time of contract conclusion had they known or anticipated the invalidity or voidness.
The same applies in the event that the provisions contain a gap.
General Terms and Conditions (GTC) for the German Guard and Security Industry (BDSW)
(1) The security and guard industry is a licensed trade in accordance with Section 34a of the German Trade Regulation Act (Gewerbeordnung) and provides its security services as area guard, individual guard, or special services.
a) Area guard services are carried out in uniform by individual patrols or radio patrol drivers. Unless otherwise agreed, each patrol includes inspections of the guarded objects within the assigned areas at as irregular times as possible. b) Individual guard services are generally performed by one or more security guards or gatekeepers who are assigned specifically to one or a few spatially related guarded objects. The specific duties are defined in separate service instructions. c) Special services include, for example, personnel checks, personal escort and protection services, cash and valuables services, security posts for Deutsche Bahn AG, operation of alarm and emergency call centers (service centers), as well as cash desk, order, and supervision services for exhibitions, trade fairs, events, and other assignments.
(2) The mutual obligations of the client and the security company are agreed upon in separate contracts.
(3) The security company provides its services as a service (not as temporary employment under the Act on Commercial Employee Leasing of August 7, 1972, as published on February 3, 1995, last amended by the First Act for Modern Services in the Labor Market of December 23, 2002 (Federal Law Gazette I, p. 4607)), using its personnel as vicarious agents. The selection of personnel and the authority to issue instructions rests with the contracted security company, except in cases of imminent danger.
(4) The security company is solely responsible for fulfilling all legal, regulatory, social security, and statutory accident insurance obligations toward its employees.
In individual cases, the execution of the service is governed solely by the written inspection instructions / alarm plan. These contain, in accordance with the client’s instructions, detailed provisions regarding patrols, inspections, and other duties that must be carried out. Changes and additions to the inspection instructions / alarm plan require written agreement. Insofar as unforeseeable emergencies make it necessary, it is permissible in individual cases to deviate from the prescribed inspections, patrols, and other service duties.
(1) The client must provide the keys required for the service in a timely manner and free of charge.
(2) The contractor is liable for lost keys and for keys intentionally or negligently damaged by the service personnel within the scope of Clause 10. The client shall provide the contractor with the contact details that can be notified by telephone even at night in the event of a threat to the premises.
Any changes to these contact details must be communicated to the contractor immediately. In cases where the contractor is to carry out alarm monitoring via connected alarm systems, the client must specify the order of notifications.
(1) Complaints of any kind relating to the performance of the service or other irregularities must be reported in writing to the company’s management immediately upon discovery for remedial action. If the complaint is not reported in a timely manner, rights arising from such complaints cannot be asserted.
(2) Repeated or serious breaches in the performance of the service only entitle the client to terminate the contract without notice if the contractor, after written notification, fails to remedy the issue within a reasonable period – no later than seven working days.
The contract runs for one year, unless otherwise agreed in writing. If it is not terminated three months before the end of the initial term, the contract is automatically extended by one additional year, and thereafter again by one year at a time, and so on.
The contractor is entitled, in agreement with the client, to make use of companies that are licensed and reliable in accordance with § 34a of the Trade Regulation Act (Gewerbeordnung) to fulfill its obligations.
(1) In the event of war, strike, civil unrest, or other cases of force majeure, the contractor may suspend the service, insofar as its execution becomes impossible, or adapt it as appropriate.
(2) In the case of a suspension, the contractor is obliged to reduce the remuneration correspondingly, taking into account any wages saved during the period of suspension.
(1) In the event of the client relocating, or in the case of sale or other relinquishment of the contract object or subject, the client may terminate the contractual relationship with one month’s notice.
(2) If the contractor discontinues the patrol area, they are likewise entitled to an early termination of the contract, observing a notice period of one month.
In the event of the client’s death, the legal successor enters into the contract, unless the subject of the contract was primarily based on personal matters, in particular the protection of the client’s person. The contract is not affected by the death, other legal succession, or legal change of the contractor.
(1)The liability of the contractor for property and financial losses caused culpably by the contractor itself, its legal representatives, or its vicarious agents is limited to the maximum amounts specified in paragraph (3), unless the damage was caused by intent or gross negligence of the contractor itself, its legal representatives, or its vicarious agents, or by a culpable breach of essential contractual obligations.
(2)In all cases of slight negligence, the liability of the contractor is limited to the damage that is typical and foreseeable in comparable businesses of this kind.
(3)The maximum amounts referred to in paragraph (1) are:
a) €250,000 for property damage
b) €15,000 for the loss of guarded items
c) €12,500 for pure financial losses
(4)Claims for compensation for property and financial losses directly against employees are excluded, unless they caused the damage intentionally, through gross negligence, or by breaching essential contractual obligations. In all cases of negligent damage, the liability of employees is limited to the damage that is typical and foreseeable in comparable businesses.
(5)Pursuant to §6 of the Security Services Ordinance (Bewachungsverordnung), the company maintains liability insurance. The insurance contract is fully subject to the General Terms and Conditions of Liability Insurance (AHB) and the terms for liability insurance of security companies.
Excluded from this insurance coverage are, in particular, damages not related to the actual security service, such as assuming the duty to spread grit on icy surfaces, operating sun protection systems, or operating and supervising machinery, boilers, heating devices, electrical, or similar systems.
(1)Claims for damages must be asserted against the company within a period of four weeks after the entitled party, its legal representatives, or vicarious agents have become aware of the damaging event. If the extent of the damage cannot yet be determined within this period, it is sufficient—and also required—that the claim be asserted as to the existence of the damage.
Claims for damages that are not asserted within this period are excluded.
(2)Furthermore, the client is obliged to give the contractor immediate opportunity to make all necessary determinations regarding the cause of the damage, the course of the damage, and the amount of the damage, either personally or through appointed agents. Any costs arising because the client fails to comply with this obligation, or does not comply immediately, are borne by the client.
The contractor is obliged to take out liability insurance within the scope of the assumed liability, the limits of which are specified in clause 10. The client may request proof that such insurance has been taken out. The required insurance coverage amounts are set forth in the Ordinance on the Security Industry (Bewachungsgewerbe) as amended on July 23, 2002 (BGBl. I p. 2724).
(1)Unless otherwise agreed, the remuneration for the contract is to be paid monthly in advance.
(2)Set-off and retention of the remuneration are not permitted, except in the case of a claim that is undisputed or has been legally established.
(3)In the event of late payment despite a reminder, the contractor’s obligation to perform and their liability are suspended, without releasing the client from the obligation to pay for the contract period or from the contract itself. Otherwise, § 286 paragraph 3 of the German Civil Code (BGB) applies.
In the event of changes or the introduction of new statutory taxes, levies, insurance premiums, vehicle operating costs, wages, and ancillary wage costs, in particular through the conclusion of new wage, collective, or other tariff agreements, the remuneration shall be adjusted by the corresponding amount by which the hourly billing rate for performing the contract is affected due to changes in wages, ancillary wage costs, and the aforementioned costs, plus the applicable statutory taxes and levies. A corresponding confirmation from the BDWS is sufficient to assert the adjusted wage costs.
(1) The contract becomes binding for the contractor from the moment the written order confirmation is received by the client.
(2) Side agreements, amendments, additions, or restrictions to the contract must be made in writing.
(1) The client is not permitted to induce employees of the contractor to terminate their employment relationship and enter into a new employment or service relationship as independent or dependent employees of the client. This provision also applies for six months after the termination of the contract.
(2) If the client culpably violates the provisions of paragraph 1, they are obliged to pay a contractual penalty equivalent to six months’ fees.
(1) The provisions of the Federal Data Protection Act (BDSG), in particular §§ 27 et seq. BDSG for non-public bodies, in their respective valid version, apply to data protection.
(2) In particular, § 5 BDSG (data secrecy) applies.
(3) In the event of non-compliance with data protection regulations, the liability provisions under Clause 10 shall apply.
If the client is a merchant, a legal entity under public law, or a special fund under public law:
1. Place of performance and jurisdiction is the registered office of the company’s management.
2. This agreement on jurisdiction expressly also applies if:
a) the party liable to be sued changes its registered office, residence, or habitual place of stay after the conclusion of the contract,
b) claims arising from the contractual relationship are asserted through summary proceedings (dunning procedure).
In other words: For all legal disputes arising from this contract, the company’s management office is always the competent place of jurisdiction, regardless of any subsequent change in the client’s residence or business location.
If individual provisions of this contract should be legally invalid, they shall be interpreted in such a way that the economic purpose intended by the invalid provision is achieved.
Die Gültigkeit aller übrigen Bestimmungen wird dadurch nicht berührt.
