General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (hereinafter “T&C“) shall apply to all contracts – even future contracts – for deliveries or other services including CEIS GmbH contracts for labour, work and materials. No contracts shall be concluded with consumers. Agreements that differ from or supplement the T&C shall take priority over the T&C. These conditions shall be considered to have been agreed no later than on acceptance of the services by the customer.

1.2 The customer’s T&C that deviate from these conditions, even if CEIS GmbH is aware of these conditions and still provides the services, shall only be valid if and to the extent to which these have been expressly confirmed by CEIS GmbH as valid instead of these T&C.

1.3 CEIS GmbH shall be entitled to modify these conditions if this is necessary due to unpredictable developments that do not fall within CEIS GmbH’s sphere of influence and were not caused by CEIS GmbH in order to restore the balance between the contracting parties that existed when the contract was concluded; key regulation content within the contract (e.g. the type and scope of the service required under the contract, termination) shall not be affected. Changes to these T&C shall also be possible if difficulties occur when implementing the contract due to gaps in these conditions, e.g. jurisprudence considers a clause to be ineffective.

2. Offer and conclusion of contracts

2.1 Orders issued by the customer shall always be considered to be binding. The contract shall only exist after the receipt of and in line with the content of a written order confirmation (also by fax) from CEIS GmbH by the customer or no later than on delivery of the goods ordered or works requested (hereinafter also summarised as “services/goods”) or on the provision of the agreed service (hereinafter also summarised as “subject matter of the contract”) by CEIS GmbH.

2.2 The service features of the services and subject matter of the contract shall be exclusively described in the service description of the relevant individual contract between CEIS GmbH and the customer or in the order confirmation. Catalogue statements, drawings, images, measurements, weights and other features shall only be binding if they have been expressly agreed. This shall also apply to properties that can be expected in line with public statements by CEIS GmbH or its agents, in particular in advertisements or by marking the goods. Technical and design variations that are reasonable for the customer and differ from specifications provided in brochures, catalogues, written documents, as well as changes to models, designs and materials due to technical progress and further development, may occur without this resulting in claims against CEIS GmbH.

2.3 If the subject matter of the contract between CEIS GmbH and the customer is consulting or other services, these shall only be provided by CEIS GmbH as a labour or delivery contract if this has been expressly agreed. In addition, CEIS GmbH shall not be held liable as a matter of principle for any consulting or other success. The services to be provided by CEIS GmbH in individual cases shall be dependent on the content stated in the order confirmation.

2.4 CEIS GmbH shall not assume any guarantee in legal terms for the existence of particular characteristics of the services or goods provided if this is not expressly agreed in individual cases.

3. Delivery and service terms

3.1 A delivery date or service provision date shall be agreed by CEIS GmbH in writing in line with the expected performance capability and is to be understood as subject to timely self-delivery and unforeseen circumstances and impediments, irrespective of whether these occur at CEIS GmbH or another company from which CEIS GmbH purchases the goods or services in full or in part. These circumstances and impediments shall extend the delivery or service date accordingly, even if they occur during a delay that already exists. Any subsequent period set by the customer shall also be extended in this case by the duration of the circumstances and impediments. CEIS GmbH reserves the right to withdraw from the contract if the delay to the delivery or service resulting from a circumstance or impediment is longer than six weeks and for which CEIS GmbH is not responsible.

3.2 Adherence to the agreed written delivery periods and those for the provision of services shall require the customer to provide all information required for the delivery or provision of the service in good time, especially the relevant duties of cooperation. If this is not the case, the delivery period or period for provision of the service shall be extended as appropriate.

3.3 CEIS GmbH shall be entitled to provide reasonable partial deliveries and services.

4. Prices and payment terms

4.1 The deliveries and services provided by CEIS GmbH shall be remunerated as per the individual agreement made via a fixed price or time incurred. Consulting and other services by CEIS GmbH, unless otherwise agreed in the order confirmation, shall always be remunerated in line with the time incurred. The hourly/daily rates shall be taken from the prices agreed in the written order confirmation.

4.2 Our written order confirmation shall be decisive for the scope of the delivery and setting of the remuneration as a fixed price or as time incurred. If this varies from the order or customer’s purchase order, it shall still be decisive if the customer does not object to it immediately or accepts services from CEIS GmbH without restriction.

4.3 All prices shall be net and in addition to any supplements and the relevant statutory value-added tax. Supplements may include, in particular, travel expenses, accommodation costs, additional food costs, telecommunications costs, printing costs, copying and postal costs. Net prices for the delivery of goods shall be understood as including normal packaging plus shipping costs and/or costs for transport insurance – if such has been concluded for the individual case – unless expressly stated otherwise.

4.4 CEIS GmbH shall be entitled to issue partial invoices and to demand partial payments.
4.5 For fixed-price agreements – unless otherwise agreed – partial invoices shall be issued as incurred for the fixed price each week or fortnight. If CEIS GmbH is remunerated at an agreed hourly rate, it shall be entitled to issue intermediate invoices for the services provided each week or fortnight.

4.6 Invoices shall fall due for payment no later than 14 days after the invoice date unless a different due date is stated on the relevant invoice. Receipt of the payment by CEIS GmbH shall be key to deciding whether the payment was received in good time. If the customer defaults payment of the invoice, the interest rate for the delay shall be 8 percentage points per year above the relevant basic interest rate of the European Central Bank. If payment is not received by the due date, CEIS GmbH shall be entitled to terminate the contract without notice.

4.7 CEIS GmbH reserves the right to reject cheques or bills of exchange. They shall only ever be accepted on account of performance.

4.8 The customer shall only be entitled to offset or retain payment if the counterclaims have been determined in a legally binding manner or have been expressly recognised by CEIS GmbH.

5. Granting of usage rights

5.1 CEIS GmbH shall be entitled to exclusive usage and exploitation rights to any work results that are subject to trademark rights (e.g. copyrights, patents, samples or registered designs) created by CEIS GmbH whilst providing the services under the contract.

5.2 The customer shall receive simple usage rights exclusively for the purpose stated in the contract. The granting of other usage, transfer or editing rights to the customer shall always require special, express agreement.

6. Warranties for defects

6.1 With regard to the services provided, CEIS GmbH shall not be held liable for the economic or other success of the service desired by the customer.

6.2 In cases of material defects to the services/goods, CEIS GmbH may select subsequent improvement or delivery. Exchanged parts shall be transferred to the ownership of CEIS GmbH without compensation. If CEIS GmbH does not correct faults of which it is aware within an appropriate, written subsequent period or two attempts at subsequent improvement fail, the customer shall be entitled to either withdraw from the contract or to demand an appropriate discount. If the customer chooses to withdraw from the contract due to legal or material defects following a failed attempt at subsequent fulfilment, they shall not be entitled to damages resulting from the defects. Warranty claims shall lapse one year after acceptance or transfer of the goods or services, except in cases of deliberate action or the warranty being taken over explicitly by CEIS GmbH for the characteristics of the subject matter of the contract; in this case, statutory limitation periods shall apply.

6.3 Warranty claims against CEIS GmbH shall be excluded if the customer makes changes to or intervenes in the services/goods provided or uses them improperly. The warranty shall not be waived unless the customer can prove that the changes, interventions or improper usage are not connected to the alleged defect.

6.4 The customer shall only be entitled to warranty claims as a direct contractual partner of CEIS GmbH and said claims may not be assigned.

7. Liability

7.1 CEIS GmbH shall only be held liable for claims for damages on any legal basis
a) for damages caused by deliberate action by statutory representatives or serious organisational action, without limitation to their level;
b) whilst limiting their level to damages that are typical of the contract and predictable, for damages from the culpable infringement of a key contractual obligation (a so-called cardinal duty, i.e. an obligation only the fulfilment of which permits the proper implementation of the contract and in which the contractual partners regularly place or may place their trust), or for damages caused by the deliberate action or infringement of key contractual obligations by a vicarious agent of CEIS GmbH.

7.2 Liability for negligence (including remote subsequent damages) shall be restricted in each individual case of damages to the amount of the contractual fee, and to the annual fee for continuous obligations. In the event that the level of the restriction stated above in an individual case is not appropriately proportional to the risk of damages that are typical of the contract, CEIS GmbH’s liability for negligence shall be restricted in all cases to the level of the coverage of CEIS GmbH’s business liability insurance (max. €3,000,000.00 per claim, max. €3,000,000.00 per year). Such claims shall lapse after one year. Liability due to fraudulent intent, personal injury and pursuant to the German Product Liability Act shall remain unaffected by this.

7.3 CEIS GmbH shall not be held liable for loss of data if the damage would not have occurred if the customer had undertaken proper data backup for which it is responsible. Proper data backup can be assumed if the customer demonstrably backs up their data records in machine-readable format at least once a day and therefore guarantees that this data can be recovered at reasonable cost. CEIS GmbH’s liability for the loss of data shall be restricted to the typical cost of recovery that would have occurred if proper data backups were made.

8. Reservation of title

8.1 CEIS GmbH shall retain the title for all services/goods supplied until complete fulfilment of all claims by CEIS GmbH from the current business relationship. Goods may not be pledged or subject to a chattel mortgage prior to transferring the title. Further sales shall only be permitted within the framework of a proper business process. In the event of further sale of conditional commodities, the customer shall assign their full purchase price claim against the purchaser to CEIS GmbH on conclusion of the contract.

8.2 If the customer has defaulted payment in full or part, stops payments or there is other reasonable doubt concerning their ability to pay or creditworthiness, they shall no longer be entitled to utilise the goods. In such cases, CEIS GmbH may withdraw the customer’s recovery authorisation from the recipient of the goods. CEIS GmbH shall then be entitled to demand information about the recipient of the goods, to inform them of the transfer of claims to CEIS GmbH and to recover the customer’s liability from the recipient of the goods.

9. Customer cooperation

9.1 The customer is aware that CEIS GmbH relies on customer cooperation to provide the services that are covered by the contract. The customer undertakes to provide all documents and information that are required to carry out the services covered by the contract in good time and in full and to provide appropriate access to its rooms and systems to employees and any subcontractors or vicarious agents of CEIS GmbH who have been instructed to provide the services covered by the contract for the purposes of implementing the requested services to the extent necessary to implement the contract.

9.2 As part of its duty of cooperation, the customer undertakes in particular, on request of CEIS GmbH employees who are instructed to provide services, to provide suitable rooms without charge and in good time where the documents, work resources or data media can be safely stored.

9.3 All customer cooperation activities shall be provided without charge, unless expressly agreed otherwise.
9.4 If the customer does not adhere to their duties of cooperation, or does not do so in good time, CEIS GmbH may set the customer an appropriate period to fulfil its duties of cooperation. If these duties are not fulfilled within the period set by CEIS GmbH, CEIS GmbH shall be entitled to terminate the contract for cause. Any termination shall not affect other claims asserted by CEIS GmbH.

10. Non-disclosure

10.1 The contracting parties undertake to treat any information and/or knowledge on internal business or operational matters that is subject to non-disclosure and/or of which they become aware concerning the other contractual party and/or their business partners, which - by its very nature - is not intended for the general public, in the strictest confidence and not to make it accessible to third parties during the contractual period and two years after it ends. This obligation shall not apply if the contracting party who is obliged to maintain confidentiality proves that they were aware of the information before collaborating with the other contractual partner, was informed of it by authorised third parties or became aware of it without this being the responsibility of the contracting party that is obliged to maintain non-disclosure.

10.2 It is clarified that the duty of non-disclosure shall not apply to work produced by the customer or services provided by the customer unless these contain information subject to non-disclosure as stated in Paragraph 10.1.

11. Rights of third parties

The customer shall be responsible for not infringing upon the rights of third parties if CEIS GmbH executes the order as per its requirements. In the event that CEIS GmbH is engaged by a third party, the customer undertakes to indemnify CEIS GmbH against these claims. The duty of indemnification shall also refer to all costs borne by CEIS GmbH with regard to claims asserted by a third party.

12. Final provisions

12.1 The customer shall not be entitled to transfer claims from the existing contractual relationship between themselves and CEIS GmbH to third parties unless CEIS GmbH expressly agrees to this transfer.

12.2 Individual variations and/or additions to the provisions of these T&C must be made in writing. CEIS GmbH’s right to unilateral change of its T&C, as stated in Paragraph 1.3, shall remain unaffected by this.

12.3 German law shall apply to the exclusion of all others. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

12.4 The exclusive court of jurisdiction for all disputes from the business relationship is agreed as the court responsible for CEIS GmbH’s head office.

12.5 Should a provision of these T&C be or become invalid, the validity of the remaining provisions of the T&C shall not be affected. A relevant statutory provision shall replace the ineffective provision.
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