§ 1 General Conditions
These terms and conditions apply to all contracts/business transactions between aestimamus GmbH & Co. KG and the client, even if they are not stated expressly in later agreements. They shall apply exclusively even in the case that the client refers to his own terms and conditions, unless these are expressly agreed to by aestimamus GmbH & Co. KG.
§ 2 Object/Scope
The object of a commission is the agreed consultancy service as stipulated in the contract. All other works require an explicit separate agreement.
§ 3 Fees
All fees agreed for the services provided by aestimamus GmbH & Co. KG are stated exclusive of the applicable rate of VAT (currently 19%). All travel costs or other expenses will be invoiced separately. No VAT will be claimed for invoiced travel expenses.
§ 4 Terms of Payment and Arrears
aestimamus GmbH & Co. KG produces a monthly statements of all concrete services provided at the agreed daily fees for the client in the billing period. The fees are payable immediately upon receipt of the invoice, unless another term of payment is stated on the invoice.
§ 5 Right of Retention and Offsetting
(1) aestimamus GmbH & Co. KG is entitled to withhold all property, usage, and other rights to the documents produced by aestimamus GmbH & Co. KG until all agreed fees have been paid in full.
(2) Any offsetting against the claims to fees and compensation for expenditures of aestimamus GmbH & Co. KG shall only be allowed for indisputable or legally valid claims.
§ 6 Required Contributions of the Client
The client is required to supply all documents and information required for the performance of the commission.
§ 7 Warranties and Damages
(1) Should a service or works provided by aestimamus GmbH & Co. KG be defective at the point of the passing of risks, aestimamus GmbH & Co. KG is entitled and obliged to provide supplementary performance or a replacement service or works. aestimamus is liable for costs of such supplementary performance.
(2) Should the supplementary performance be defective or not provided or not provided within an appropriate period determined by the client, or aestimamus refuse to provide supplementary performance, the client is entitled to withdraw from the contract or to require a reduction of the agreed fees by an amount equivalent to the costs of the defect.
(3) Should a defect lead to damages, aestimamus shall be liable for such damages to the extent required by law insofar as a personal injury is involved or the defect is caused by intent or gross negligence.
(4) In cases of minor negligence, aestimamus GmbH & Co. KG is only liable in the event of a negligent breach of a cardinal duty or an essential contractual duty, the performance of which is required for the orderly performance of the agreement and the performance of which the client can reasonably expect. In thus case, the liability is limited to contract-typical foreseeable damages. aestimamus is not liable for damages in the form of a loss of income, useless expenditures, or other financial damages of the client.
(5) In the case of a breach of pre-contractual obligations or the presence of a barrier to delivery existing at the time of the commission (Section 311 Clause II, 311 a BGB), the liability of aestimamus is limited to the negative interests.
(6) Insofar as the liability of aestimamus is excluded or limited, this shall also apply to the personal liability of the employees, representatives, or agents working on behalf of aestimamus.
§ 8 Duration and Early Termination of Contracts
(1) Should the client cancel any commissioned conceptual works after aestimamus has begun, but not yet completed the work on these commissions, aestimamus GmbH & Co. KG is entitled to receive the full contractually arranged fees, deducting the compensation for the work not provided. aestimamus is entitled to blanket compensation to the amount of 50% of the agreed fees. It is the client’s responsibility to prove that no damages or damages of an amount less than 50% of the contractually agreed fees has been incurred. aestimamus GmbH & Co. KG can produce evidence to indicate that damages of an amount of more than 50% of the agreed fees were incurred.
(2) Should the delivery of a commissioned and already scheduled service be impossible for reasons lying within the responsibility of the client, aestimamus GmbH & Co. KG is entitled to compensation for loss of income based on the fees agreed in the proposal or original commission. Both parties have the right to produce evidence that the actual loss of income is less than the agreed blanket fees.
(3) The compensation for loss of income as determined by the agreements is due upon the originally agreed date of delivery. The client has no right to withhold payment.
§ 9 Final Clauses
(1) The laws of the Federal Republic of Germany exclusively shall apply to all claims arising from these terms and conditions.
(2) The legal venue and place of jurisdiction is the registered seat of aestimamus GmbH & Co. KG. aestimamus GmbH & Co. KG reserves the right to make legal claims at the place of residence or customary place of business of the client.
§ 10 Salvatory Clause
Should individual clauses of these terms and conditions be void or invalid, this shall not affect the validity of the remaining clauses. The void or invalid clause shall be replaced with a clause that comes closest to the commercial intentions of the original clause.