These Terms and Conditions ("TC") apply to the performance of work concerning the leak control or detection of leaks on roofs (leak detection) ("work") which NIS - Nordic Industrial Services GmbH ("NIS") performs on behalf of the customer ("customer"). Insofar as the provisions in these TC conflict with the individual contractual document to which these TC are attached, the individual contractual document shall apply.
The work shall be carried out within the times agreed in writing ("delivery time"). NIS shall inform the customer without delay if it can be assumed that the delivery time cannot be met. Insofar as delay occurs, the parties shall agree on a new delivery time within a reasonable period of time. The customer shall only be entitled to terminate the contract if the delay entails a significatn disadvantage for the customer and the delay is not the result of force majeure or an act or omission on the part of the customer. In the event of a delay in delivery, the customer shall only be entitled to compensation if the parties have agreed this in writing and specifically. NIS has the right to withhold performance if NIS has sufficient reason to doubt the solvency of the customer. NIS shall, however, be obliged to perform its services if the customer makes an advance payment upon request or provides security which NIS deems appropriate.
2. Payment without factoring
Unless otherwise agreed in writing, the customer shall make payments no later than 30 days after the date of the invoice. In the event of delayed payment, interest on arrears in the amount of 10% p.a. are to paid and NIS shall further have the right to refuse performance until payment has been completed in full. If the delay in payment lasts longer than three months, NIS has the right to terminate the contract and claim damages. The customer has no right of set-off against NIS's claim for remuneration.
3. Payment with factoring
Our terms and conditions of delivery and payment, with which our customer declares his agreement when placing the order, shall apply exclusively and also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply even if we do not object. Deviations shall therefore only apply if they have been expressly recognised by us in writing. We are entitled to assign the claims arising from our business relations. The contractual relationship shall be governed exclusively by German law, in particular the German Civil Code and the German Commercial Code. The place of jurisdiction shall be, at our discretion, the registered office of the company or Frankfurt am Main. If the buyer is in default with any payment obligations towards us, all existing claims shall become due immediately. Withdrawal from the contract is not required in order to assert the rights arising from retention of title, unless the debtor is a consumer. All payments shall be made with debt-discharging effect exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Straße 30 - 34, 65760 Eschborn, to which we have assigned our present and future claims arising from our business relationship. We have also transferred our reserved property to VR FACTOREM GmbH. Offsetting by the buyer with counterclaims is excluded unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the buyer is excluded unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
4. Technical documentation
After execution of the service, NIS shall prepare an inspection report with the measurement results. The protocol shall be handed over to the customer as soon as possible for NIS. All technical documentation handed over to the customer in connection with the work or as a result thereof, before or after the work has been carried out, is and remains the property of NIS. Such documentation may not be used, copied or made accessible to third parties for purposes other than those intended at the time of handover to the customer without the consent of NIS.
5. Cancellation / Cancellation
The client has the right to cancel the work no later than five (5) working days before the start of its execution. In the event of cancellation at a later date, NIS will charge a cancellation fee amounting to 50% of the original remuneration.
6. Obligations of the customer
To enable the work to be carried out, the customer undertakes to grant NIS full and unhindered access to the current roof lots. The customer further undertakes to ensure that the roof areas are free from: Objects, foliage, branches, equipment and other objects that may obstruct the execution of the work.
Prior to the delivery time, NIS will send the customer a checklist with preparatory measures to be carried out and tools and aids to be provided by the customer (such as a water connection up to the top of the roof). The checklist must be completed and returned at least two days before the delivery date. If the measures according to the checklist are not carried out in time and NIS cannot start the execution of the work for this reason, NIS shall have the right to charge the customer an amount of EUR 75.00 plus VAT per started hour of delay, up to a maximum amount of 50% of the agreed remuneration. NIS is not responsible for those parts of the roof on which the work cannot be carried out because measures according to the checklist were not carried out, or because there is no free access or the work appears to be too unsafe according to BGR 198/199.
7. Occupational safety
The customer is responsible for ensuring that the current roof is equipped with correctly installed fall protection or other necessary arrangements (e.g. securants) so that roof work can be carried out safely in accordance with the applicable legislation regarding workplace safety. Furthermore, it is the customer's responsibility to ensure that correctly installed fall protection devices are in place so that NIS employees can secure themselves by latching on using PPE/gA or other protective equipment when carrying out the work. As a matter of principle, NIS is not obliged to carry out work on such areas that require fall protection but do not have it and therefore the work cannot be carried out safely.
NIS shall carry out the work in a professional manner. The work shall only be deemed defective if it deviates from the written warranties given by NIS before or at the time of ordering the work or from what is expressly stated in these terms and conditions. NIS is only liable for ensuring that the measurement results are correct when the work is carried out. However, NIS cannot guarantee that all leaks will be detected and is not responsible for any leaks that may occur after the measurement. If the work performed is defective, NIS shall be obliged, at its own discretion, either to remedy the defect, to perform the work again or to make a deduction from the remuneration corresponding to the value of the defect. NIS shall only be responsible for defects insofar as these become apparent within two weeks after performance of the work. NIS shall only be liable for defects to the extent stated above in this point. The customer must report defects within two weeks after the customer has discovered or could have discovered the defect. If the customer fails to make this timely notification, he loses his rights due to defects in the service. NIS is only responsible for defects towards the customer, but not towards third parties.
9. Damage caused by the service
NIS is not liable for any personal injury, property damage or consequential damage caused by the service. NIS shall not be liable for any damage to property resulting from the removal of dirt and organic material from any leaks in connection with the work. The customer shall indemnify NIS against claims of third parties to the extent that NIS is not liable for damages in accordance with the above. In the event that a third party asserts a claim against the customer in respect of any damage described in this clause, the customer shall immediately notify NIS thereof; otherwise the customer shall forfeit all rights against NIS in respect of any defect.
10. Intellectual property rights ("IPR")
NIS, or the third party to whom the IPR is due in respect of the works, shall remain the owner of such rights. As far as NIS is aware, the works do not infringe the IPRs of any third party. Furthermore, NIS is not liable for any infringements of IPR by third parties.
11. Limitation of liability
NIS is not liable for indirect and consequential damages. This limitation includes, but is not limited to, material damage, loss of production, loss of profit or other consequential economic loss. The liability of NIS is in any case limited to the remuneration invoiced by NIS to the customer.
12. Force majeure
NIS is not responsible for poor, non-delivery or late performance resulting from any circumstance beyond the control of NIS. As soon as the circumstance ceases to exist, NIS shall resume its performance and a new time for its performance shall be agreed in accordance with point 1 above. Such exonerating circumstances include, but are not limited to, and in each case in the sole judgement of the NIS, aggravating weather conditions such as strong winds or precipitation, war, measures taken by public authorities, changes in legislation, labour market conflict and the like. NIS shall notify the customer without delay if NIS wishes to claim exemption from liability in accordance with the above.
13. Applicable law / place of jurisdiction
German law shall apply to the contract between the customer and NIS. Disputes arising from or in connection with the contract between the customer and NIS shall be decided exclusively by the district court in Mannheim in the first instance.