BISS - Business Institute Solar Strategy

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General terms and conditions

§ 1 Basis of contract

These conditions form the basis for a trusting cooperation in partner-ship between the client and Business Institute Solar Strategy (“BISS” in the following.). To deliverables and services of BISS primarily the agreements made in connection with the respective order apply. Additionally the following general trading conditions apply, even if in the context of future conclusions of contracts no express reference to these conditions is given.
Contrary or deviating conditions of the client do not apply, even if BISS not expressly contradicted their validity.

§ 2 Conclusion of a contract

(1) BISS is operative as a service provider in connection with:

  • Consulting and Planning Services
  • Concepts for Analysis and Strategy
  • Training and Coaching
  • national and international implementation and coordination

(2) Orders are only legal and binding with written confirmation by BISS. The written confirmation can be submitted electronically (E-Mail, Telefax). If a confirmation of order should be omitted in individ-ual cases, the order at the basis lying contract comes off with begin-ning of the execution by BISS. Execution of an order as work per-formance must be clearly defined as such in the offer.

(3) Eine Auftragsdurchführung als Werkleistung muss eindeutig als solche im Angebot bezeichnet sein.

§ 3 Order execution

(1) Minutes, equal which kind, following telephonic or personal discussions as well as status report and other reports of review of the position, which are dispatched by BISS in writing to the client, are accepted in the sense of a commercial confirmation letter if the client does not contradict immediately. If required, the client designates a specialist as a contact person for BISS, who is also authorized to make obligatory declarations in connection with the individual order. 

§ 4 Averaging contract for marketing services

BISS offers the possibility of operating by order and for account of the client with regard to the purchasing of marketing services (e.g, pur-chasing of media services) if the client confirms this in written. These contracts will be concluded at the best possible conditions and ac-cording to the price lists and conditions of the executing companies. BISS is entitled to a payment for these services according to § 5.

§ 5 Payment

(1) BISS receives a payment for each service. The claim for renu-meration begins as soon as the service is performed. This also ap-plies, if various services are bundled in one order. The remuneration is invoiced on hour basis, order-related or as additional charge („ser-vice fee“) in percentages on external services. BISS is entitled to demand adequate part-payments, especially to cover expenses , or in case of longterm services, even if these were not agreed at the beginning of the service.
(2) All BISS-invoices are due immediately without deduction.
(3) As far as it is foreseeable for BISS that a cost estimation is exceeded by more than 20%, the client receives a justified written reference. If the client does not contradict within 5 working-days, the cost overrun is considered as authorized.

§ 6 Delayed payment

BISS is entitled to interrupt further achievements and/or their activity for the client during the delay of payment until the client made the backward payments. Agreed upon remark dates shift themselves also without special explanation for the period of interruption.

§ 7 Retention of title

Supplied goods and other things, e.g. documentations, data medium, presentations etc. remain property of BISS up to the complete pay-ment. If BISS takes reservation commodity back, this is to be rated only then as cancellation of the contract, if this was expressly ex-plained to the client, or if in single cases the regulations about com-sumer good purchase find application.

§ 8 Copyright, Exploitation right, Right of use

(1) All performance protections, as well as copyrights, which arise for  BISS in the context of job processing remain reserved. With the payment of the remuneration the client acquires the right to use and multiply the services covered by the contract for own purposes if necessary. A use by associates, subsidiaries, affiliated companies or third parties require a written authorization by BISS.
(2) The client agrees, that BISS may name him as a reference. In this context BISS is allowed to use name and company logo for  self-marketing.
(3) BISS reserves all copyrights, exploitation rights and rights of use for the content of presentations shown during order initiation or order processing (e.g. about consulting and training concepts) as well as for corresponding written elaborations.
(4) The client is only authorized to a use if a contractual agreement, which regulates also the use, comes off.
(5) BISS assures that all achievements handed over to the client are free of rights of third parties, and that copyrights and rights of use are  duly acquired and/ or that restrictions are marked.
(6) The client assures that materials which were made accessible for treatment by BISS are free from rights of third parties as ordered. If such a treatment hurts copyrights or other rights of thirds, the client exempts BISS from such claims of thirds on first requirement in its entirety.

§ 9 Notices of defect and warranty for defects

(1) The client has to verify deliverables and services immediately for obvious deviations from the contractually agreed upon quality or quantity and needs to reprove deficiencies in writing. Otherwise a faultless achievement contribution is assumed in favor of BISS or their suppliers.
(2) In case of deficiencies and independent from the contract BISS has the first choice, whether a rework or a replacement within an appropriate period takes place. If the removal of a lack fails twice, the client has the right for decrease or to the cancellation of the contract. The resignation is limited to the individual, definable achievement. Further requirements for warranty for defects, in particular all claims for damages (lack subsequent requirements), are excluded with the restrictions from (1).

§ 10 Liability

(1) Damage claims and requirements for expenditure allowance of the client (in the following claims for damages), same from which argument, are impossible. This does not apply, if liability facts are given, for example in the case of a bodily injury or health damage by BISS, or if BISS acts roughly negligently or deliberately.
(2) As far as in (1) a non-liability is agreed upon, BISS surrenders all possible damage claims against thirds to the client if required.
(3) Recommendations and measures are elaborated and executed by BISS in all conscience with regard to the applicable law. A liability of BISS regarding the compatibility of their concepts with the applica-ble law, in particular fiscal conditions, permission or permission res-ervations, is impossible

§ 11 Premature termination of the contract

(1) The client is entitled to terminate the single order before comple-tion with a termination allowance of 50%. This allowance amounts to 50% of the value of the achievements not finished yet and/or the not utilized hour budget. It is void, if BISS can agree upon an at least equivalent commitment or despite obvious opportunity does not seize it. Legal regulations find application on work contracts.

(2) The right of the client for cancellation without notice because of violations of contract remains unaffected.

§ 12 Secrecy, data security

(1) The contracting parties commit themselves mutually to the secrecy about all confidential information, company secrets, proce-dure and business practices gain during the collaboration („Informa-tion“). As far as BISS consults third persons for the fulfillment of their tasks, it obligates these to the same secrecy. The secrecy obligation  also exists beyond the duration of co-operation. The obligation in accordance with paragraph 1 does not apply if the information in its whole

  • was already obviously accessible during their transmission
  • was known tot he client
  • needs to be published due to an official or judicial decision or a legal obligation.

(2) BISS is entitled to store and process data in the sense of the Federal Law for Data Protection with regard to the person (client) if this is necessary for order processing or the following customer care and quality assurance. 

§ 13 Summation

A set-off of the client is impossible, unless it concerns recognized or validly determined counterclaims.

§ 14 Final clauses

(1) If individual regulations or parts of these conditions should be or become ineffective this does not affect the validity of all other regula-tions. The client and BISS will replace invalid regulations through specifications whose contents come closest to the intended legal and economic purpose.
(2) German jurisdiction is legally binding excluding the regulations of UN Convention on Contracts for the International Sale of Goods from 11.04.1980.
(3) Place of execution and area of jurisdiction for all disputes result-ing from co-operation is Hamburg.

Stand: 01.08.2007