General terms and conditions

1. Scope of application

1.1 The following General Terms and Conditions shall apply to all legal transactions of GREAN GmbH, hereinafter called “GREAN”, with its contractual partner, hereinafter called “Client”. Deviating General Terms and Conditions of the Client shall not apply, unless otherwise agreed in writing.
1.2 GREAN provides services in the field of production consulting, especially in the areas of factory planning, process optimisation and resource efficiency.

2. Scope of services and reporting obligation

2.1 A more detailed description of the services to be provided is contained in the offer, the order confirmation, the annexes thereto and any service descriptions of GREAN. All documents mentioned are part of the consultancy contract concluded between the parties.
2.2 GREAN’s services shall be deemed to have been rendered when the required analyses, the resulting conclusions and recommendations have been prepared and explained to the Client. It is irrelevant whether or when the conclusions or recommendations are implemented.
2.3 The subject of the contract is always the agreed service, not a specific economic success.
2.4 Events of force majeure, which make the service substantially more difficult or temporarily impossible, or hindrances due to lack of cooperation by the client, entitle GREAN to postpone the fulfilment of its service for the duration of the hindrance and a reasonable start-up time. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure if they are unforeseeable and serious. The parties shall notify each other immediately of the occurrence of such circumstances.
2.5 At the request of the Client GREAN shall provide information on the status of the order execution. If GREAN is to prepare a comprehensive written report, in particular for presentation to third parties, this shall be agreed separately.

3. Changes to the order

3.1 Changes and additions to the order must be made in writing.
3.2 As long as the changes have not been set down in writing, GREAN shall carry out the work without taking into account the change requests.
3.3 GREAN undertakes to take into account the Client’s requests for changes, provided that it is able to do so within the scope of its operational capacities, in particular with regard to the cost of and the time schedule is reasonable. Any additional costs incurred as a result shall be reimbursed in accordance with section 4.2. of these general terms and conditions.

4. Remuneration

4.1 The remuneration agreed in the offer and in the order confirmation shall apply. Unless otherwise specified in the contract, payments are due within 14 days of invoicing and without any deductions. The Client shall be in default of payment solely by a reminder from GREAN or, if the date of payment is determined by calendar, by non-payment at the agreed date. From the date of default GREAN shall be entitled to interest on arrears at a rate of 10 percentage points above the base rate. The right to claim further damages remains unaffected.
4.2 If the Client modifies or cancels orders, work, plans and the like or changes the conditions for the provision of services, he shall reimburse GREAN for all costs incurred thereby and release GREAN from all liabilities to third parties.
4.3 All amounts to be paid shall be exclusive of the statutory value added tax at the current rate.
4.4 GREAN shall be remunerated for third-party costs, expenses and out-of-pocket expenses in accordance with the terms and conditions agreed in the order or separately on presentation of appropriate receipts.

5. Obligations of the client to cooperate

5.1 The Client undertakes to support GREAN to the best of his ability in the sense of a trustful cooperation and to create in his business sphere all conditions necessary for the proper execution of the order; in particular he shall provide in due time all documents and information necessary and significant for the execution of the order. The Client shall inform GREAN immediately of any circumstances that may occur during the course of the project and that may influence the execution of the order.
5.2 At GREAN’s request the CUSTOMER shall confirm in writing the correctness and completeness of the documents submitted by him as well as his information and oral statements.
5.3 In connection with this order the Client shall involve or commission other service providers only in agreement with GREAN.
5.4 The Client undertakes not to hire or assign any employees or former employees of GREAN in connection with the execution of the order before 24 months after the end of the cooperation. Excluded from this are student employees and employees who are with GREAN for the purpose of a bachelor, master or other final thesis.

6. Liability of GREAN

6.1 GREAN shall only be liable for damages caused by itself or its vicarious agents intentionally or by gross negligence.
6.2 The contracting parties shall be liable to each other for damage caused by grossly negligent or intentional breach of duty by a contracting party, its legal representatives or its vicarious agents or assistants.
6.3 Liability for slight or simple negligence shall only exist in the event of a breach of essential contractual obligations (so-called cardinal obligations). In this case, liability shall be limited to the damages typical for comparable transactions of this kind which were foreseeable at the time of conclusion of the contract or at the latest when the breach of duty was committed. Liability for damages not typical of the contract is excluded.
6.4 The Client’s contractual claims for damages against GREAN shall become statute-barred 2 years after the claim has arisen.
6.5 The aggrieved party shall immediately notify the other party of any damage. Any liability of the contracting parties under mandatory legal provisions shall remain unaffected.

7. Confidentiality and data protection

7.1 GREAN undertakes to treat as strictly confidential for an unlimited period of time all knowledge it obtains on the basis of this contract, in particular concerning company data, balance sheets, plans, documents and the like, and to impose the same obligation of absolute secrecy on both its employees and third parties engaged by it. The rules of the DSGVO are observed.
7.2 The Client shall treat as confidential any work results of GREAN employees that are marked as confidential and of which it becomes aware in the course of the project. These obligations shall end after a period of 3 years from the end of the project.
7.3 The confidentiality obligations shall not apply if and to the extent that the information concerned

• are generally known or
• become generally known through no fault of the contracting party concerned, or
• have been or will be lawfully obtained from a third party, or
• already exist in the contracting party concerned.

7.4 The Client agrees that contents of the contract and services provided by GREAN under this contract may be stored and processed electronically in compliance with the data protection regulations. Both parties to the contract agree not to pass on electronically stored or other data to third parties.

8. Protection of intellectual property

8.1 GREAN’s reports, plans, drafts, statements and calculations may only be used for the purposes agreed upon in the contract. Any use of these services outside of the contract, especially their publication, requires prior written permission from GREAN. This shall also apply if the services rendered are not subject to special legal rights, especially copyright.
8.2 In case of violation of the provisions of section 8.1 GREAN is entitled to an additional fee in an amount appropriate to the circumstances.

9. Use of company logo and name as reference

9.1 GREAN is entitled to use the logo of the Client and his name as reference. Specifically, this means the use of both in marketing brochures, websites as well as internal and external presentations in the sense of enumerating the relevant clients.
9.2 GREAN is entitled to take photographs of the finished implemented design result (e.g. of the factories or areas planned according to GREAN’s plans, of the implemented technical solutions, etc.) and to use them in the marketing materials mentioned in section (9.1). In doing so, it is ensured that the right to the image of persons depicted in the photographs is protected by GREAN. Furthermore, the Client grants GREAN only the right of use of the pictures in the advertising campaign, but not the full rights of use; these rights remain with the Client. The duty of loyalty to the Client and the personal rights of the persons depicted shall remain unaffected.
9.3 Any additional use within a professional article or as an expression of opinion in a factual context requires the prior consent of the Client.

10. Term of contract, periods of notice

10.1 An order shall be deemed to have been placed with GREAN in a legally binding manner when an offer is accepted verbally or in writing, when an order confirmation is issued, when GREAN starts processing the order or when working documents are sent to GREAN. Excepted from this are all oral, digital or printed information necessary for the estimation of the workload and provided for this purpose prior to the preparation of an offer.
10.2 Unless otherwise agreed, the contract can be terminated with a notice period of 4 weeks. The right to terminate the contract without notice for good cause remains unaffected. The termination must be in writing.
10.3 The work already performed when the contract is terminated shall be invoiced.
10.4 If the project is already terminated by the client before the start of order processing or in the initial phase, the client will reimburse a minimum amount of 15 percent of the order volume to compensate for the planning costs incurred as well as possible investment costs (personnel, technology specifically intended for the project, etc.).

11. Right of retention and storage of documents

11.1 GREAN shall have a right of retention of the documents provided to it until the full payment of its claims.
11.2 After settlement of its claims under the contract GREAN shall return all documents that the Client or a third party has handed over to GREAN in connection with the execution of the contract. This shall not apply to correspondence between the parties and simple copies of reports, organisation charts, drawings, lists, calculations etc. prepared in connection with the order, provided the Client has received the originals.
11.3 GREAN’s obligation to retain the documents shall expire six months after the written request for collection has been served, otherwise three years, and in the case of documents retained under clause 10.1 five years after the termination of the contractual relationship.

12. Loyalty commitment

12.1 GREAN as well as the Client commit themselves to mutual loyalty. This means in particular that they shall refrain from enticing away or hiring as well as other employment (e.g. orders on their own account) of employees who work in connection with the execution of the order.

13. Effectiveness and final provisions

13.1 Should any provision of this agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the ineffective provision with one that corresponds as closely as possible to the spirit and purpose of the provision to be replaced. The same applies in the event of a gap.
13.2 The client is not entitled to assign his claims from the contract.
13.3 Offsetting or the assertion of a right of retention by the client is only permissible with or in the case of recognised or legally established counterclaims.
13.4 Deviating terms and conditions of the Client shall only be valid if they have been accepted by GREAN with a handwritten signature. This shall also apply if the terms and conditions of the other party have not been contradicted separately.
13.5 Changes and amendments to these terms and conditions or to the contract must be made in writing and must be explicitly marked as such.
13.6 The law of the Federal Republic of Germany shall apply. Place of performance and jurisdiction is Hanover.

As of April 02, 2019.