Terms and Conditions

General Terms and Conditions
of CE-CON GmbH – Lloydstr. 4-6 – D – 28217 Bremen
1st March 2020

I. Scope and contract

1. CE-CON GmbH (hereinafter referred to as “CE-CON”) offers its customers consulting and training services relating to machine and workplace safety, in particular with regard to the CE marking and the CE certification procedure.
2. These General Terms and Conditions (hereinafter referred to as „GTC“) shall apply to all current and, by way of blanket agreement, also to all future business relationships between CE-CON and the customer regarding the services offered by CE-CON in accordance with Section II of these GTC, without CE-CON needing to refer the customer to the GTC in each specific case, unless other GTC of CE-CON have been incorporated into the future contracts.
3. The services offered by CE-CON are aimed exclusively at entrepreneurs within the meaning of § 14 BGB.
4. The consulting and training services of CE-CON listed in No. 1 are based exclusively on these General Terms and Conditions. The terms and conditions also apply to all future business relationships, even if they are not expressly agreed again. The inclusion of general terms and conditions of a customer, which are contrary to these terms and conditions, is already contradicted.
5. The contract language is exclusively English.
6. The currently valid General Terms and Conditions can be accessed and printed at www.ce-con.de/en/company/download-centre.
7. The presentation of services on the website of CE-CON does not constitute a binding application for the conclusion of a contract. Upon request, CE-CON will provide the customer with a non-binding offer for the services requested by the customer. This is an invitation to the customer to submit to CE-CON a binding offer for the conclusion of the terms and conditions contained therein and including the terms and conditions herein. A contract for the services is only concluded when CE-CON expressly accepts the offer of the customer or begins to provide the service.

II. Services of CE-CON

CE-CON provides the following services to the customer in accordance with these GTC, the respective offer and the service package chosen by the customer.

1. CE-CON creates concepts, documentation, requirement catalogs, assessments and reports of safety assessments and analyzes as well as interpretations of technical guidelines and standards as well as rules of their application.
2. CE-CON checks all types of machinery and technical equipment for compliance with legal safety standards and provides technical solutions.
3. CE-CON fully supports the CE marking and the CE certification process of machinery and equipment.
4. CE-CON advises on matters of occupational safety by assessing organizational issues and environmental influences as well as by assessing the expertise of individuals and companies.
5. CE-CON takes on project management and coordination tasks.
6. CE-CON conducts events, trainings and seminars.

III. Special regulations on performance results according to sections II. 1. to 4.

1. CE-CON provides the services in English. If translations into other languages are required, this is a special service of CE-CON.
2. The acceptance of the performance results in accordance with clauses II. 1 to 4 of these GTC shall be granted within the framework of the handover if there are no material defects. The following categorization provides a clue for the existence of faults:
   Fault category Description Example
   Significant faults. Larger parts / sections are faulty / useless. They contain incorrect statements regarding material content. Essential aspects were not considered as agreed.
   The content contains factual errors or contradictions in essential statements.
   Marginally faults Das Dokument enthält einzelne nachzubessernde bzw. zu ergänzende Aussagen. Die Gesamtaussage wird dadurch jedoch nicht beeinträchtigt. The document contains individual statements to be amended or supplemented. However, this does not affect the overall message.
3. CE-CON grants the customer the simple, temporally and spatially unlimited, non-transferable right to use the work results resulting from the activities of CE-CON for the contractually agreed purpose. However, the right of use arises only with the complete settlement of all claims from the current business relationship. CE-CON is to be referred to as the author according to the specifications of CE-CON.

IV. Special regulations regarding training according to II.1.; 5. to 6.

1. Standard training / standard workshops (workshop below)
   1.1. The training objective and the learning content result from the description of the workshop booked by the customer.
   1.2. CE-CON and the training staff it employs are not subject to instructions from the customer with regard to the performance of activities and the organization of working time.
   1.3. CE-CON is committed to meeting agreed deadlines. Should CE-CON delay or anticipate delays, it will immediately inform the customer of the extent and duration of the resulting or anticipated delays. In this case, CE-CON must take the appropriate measures in consultation with the customer in order to carry out its tasks on time.
   1.4. If CE-CON can not hold the workshop on the agreed dates due to force majeure, illness, accident or any other non-culpable hindrance, it is obliged to inform the customer immediately. CE-CON and the customer will coordinate the further procedure together.
   1.5. CE-CON will set a minimum number of participants for each workshop. If this minimum number of participants is not reached, CE-CON is entitled to cancel the workshop and to withdraw from the contract concluded via the workshop. CE-CON will declare the withdrawal to the customer in due time before the agreed date. Mutual contractual claims do not exist in the case of such a withdrawal.
2. Customized training
   2.1. The training objective and the learning contents are created by CE-CON after consultation with the customer.
   2.2. Moreover, the regulations are 1.2 to 1.4 application under paragraph 1.
3. Webinars; E-Learning
   3.1. CE-CON also offers webinars and e-learning units. The learning contents result from the description of the respective webinar booked by the customer or the e-learning unit.
   3.2. Moreover, the regulations are 1.2 to 1.5 application under paragraph 1.

V. Duty of cooperation of the customer

1. General participation services of the customer
   1.1. The customer will name a contact person for CE-CON with an e-mail address who is authorized and able to make all decisions under this contract and to communicate to CE-CON.
   1.2. The customer shall ensure that any assistance necessary for the provision of the agreed service, in particular necessary documents, are provided in good time, completely and free of charge for CE-CON by the customer or his employees.
   1.3. All services to be performed by the customer are a prerequisite for the contractual performance of CE-CON within the contractually agreed deadlines. If the customer does not provide these services and CE-CON incurs additional expenses or additional costs for this reason, CE-CON shall be entitled to charge the customer for these additional expenses or additional costs.
2. Special contribution of the customer
   2.1. The customer shall provide CE-CON with adequate access to its operating rooms and machines, as appropriate or at the discretion of CE-CON.
   2.2. Unless it is expressly stated that CE-CON assumes responsibility for project management and coordination, the customer is responsible for project organization, planning and project reporting. The project manager of the customer is responsible for the professional, on-time and budget-oriented realization of the project. The project manager of CE-CON will support the customer’s project manager. He is also responsible for the management of the project team of CE-CON employed assistants in technical and disciplinary terms, regardless of place of performance.

VI. Prices, billing and payment terms

1. The customer is obliged to pay the agreed remuneration to CE-CON on time.
2. If compensation is arranged according to expenditure, a monthly billing on an hourly basis is made at the hourly rate agreed between the parties.
3. The customer is obliged to cover travel expenses, e.g. transport, accomodation and traveltime incurred by CE-CON under this contract after settlement by CE-CON.
4. All agreed prices are net and are exclusive of the applicable sales tax.
5. Unless otherwise agreed, CE-CON will issue an invoice for the previous month to the customer on the end of each month. The due date for payment of the agreed remuneration results from the payment periods specified in the invoice. If a payment period is not specified, the amount without deductions is due immediately.
6. In the event of late payment, CE-CON is entitled to charge the customer interest in the amount of 9 percentage points above the base rate. For each reminder sent after the default has occurred, the customer will be charged a reminder fee of € 2.50, unless a lower or higher damage is proven in each individual case.
7. An offsetting of the customer’s liabilities from this contract is only permitted with claims against CE-CON, whose existence has been legally adjudicated or which have been expressly acknowledged or confirmed by CE-CON by written declaration.

VII. Warranty and liability

1. With regard to the services in accordance with sections II.1 to 4 of these terms and conditions, the statutory provisions under §§ 631 ff. BGB apply, whereby claims of the customer against CE-CON become time-barred due to a defect in one year.
2. With regard to the services in accordance with clauses II.5 and 6 of these terms and conditions, the statutory provisions pursuant to §§ 611 ff. BGB apply.
3. CE-CON is liable for intent and gross negligence. For slight negligence CE-CON is liable for damages resulting from injury to life, limb or health of persons.
4. Incidentally, CE-CON shall only be liable for slight negligence in the event of a breach of a fundamental contractual obligation whose fulfillment enables the proper execution of the contract in the first place, and on the compliance of which the customer may regularly rely (cardinal duty), as well as limited in amount upon conclusion of the contract foreseeable and contract-typical damages.
5. The above limitations of liability also apply to the vicarious agents of CE-CON.

VIII. Confidentiality

1. The documents, knowledge and experience provided to the customer may only be used for the purposes of this contract and not made available to third parties, unless they are intended to be made accessible to third parties. Third parties are not the auxiliary persons involved in carrying out the contractual relationship, such as freelancers, subcontractors etc.
2. The customer undertakes for each case of culpable violation of the obligations of paragraph 1 to pay a reasonable contractual penalty to CE-CON. The amount of the contractual penalty shall be determined by CE-CON in its reasonable discretion and shall be reviewed by the competent court in case of dispute.
3. Incidentally, the contracting parties undertake to treat as confidential all business and business policy information and findings of the other contracting party arising in connection with the execution of this contract and not to disclose them to third parties without the prior consent of the other contracting party, as well as to their employees and vicarious agents impose. This does not apply if information and findings are generally known or were already known to the other contracting party at the time of disclosure. This obligation continues to apply after termination of the contractual relationship.

IX. Final provisions

1. All disputes between the parties shall be subject exclusively to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Jurisdiction for all disputes arising out of or in connection with these GTC, regardless of the legal basis, is Bremen.
2. All changes or additions to these terms and conditions or the underlying contract require the text form (§ 126b BGB). General Terms and Conditions of business of the customer will only be a contractual component, provided that CE-CON has expressly consented to the text form.
3. The customer is not entitled to transfer this agreement as a whole or individual rights and obligations to third parties or to have it exercised by a third party.
4. CE-CON is entitled to transfer this agreement as a whole or individual and obligations to a subsidiary or sister company.
5. Should individual provisions of these GTC or of the contract be or become ineffective, the validity of the other provisions as a whole shall not be affected.