General Terms and Conditions (GTC)

§ 1 General Provisions

1. These General Terms and Conditions (GTC) apply to all current and future business relationships. They specifically apply to all services and consulting services. Only these GTC shall apply to all business transactions between us and the customer.
2. Deviating or supplementary general terms and conditions shall not become part of the contract, even if we are aware of them, unless their validity is expressly agreed to in writing.

§ 2 Conclusion of Contract

1. Our offers and cost estimates are non-binding and subject to change unless otherwise agreed.
2. We are only bound by an order once it has been confirmed by us or we begin executing the order. A binding commitment also occurs if we declare acceptance of the order (order confirmation) or accept advance payments on the order price.

§ 3 Right to Modify

1. Commercially customary and reasonable deviations in color and grain of natural material surfaces remain reserved. Deviations in structure and color are also reserved, provided they are inherent to the nature of the materials used (solid wood, veneers, natural stone slabs, leather, textile products) and are customary.
2. Commercially customary and reasonable deviations in measurements are also reserved.

§ 4 Performance and Deadlines

1. The scope of performance is determined by our written offer or order confirmation. Side agreements and modifications require our written confirmation.
2. We are entitled to provide partial services to a reasonable extent. We are also entitled to use subcontractors.
3. Performance deadlines and dates are always best possible estimates and generally non-binding unless expressly agreed otherwise. Compliance with deadlines requires that the customer performs all necessary cooperation actions in a timely and proper manner, provides all required documents, and makes any agreed advance payments.
4. If we are unable to meet the agreed delivery deadline, the customer must grant us a reasonable grace period. If we do not deliver within this period, the customer may withdraw from the contract or claim compensation for delay damages.
5. If delivery is delayed due to circumstances attributable to the customer, the risk shall transfer to the customer at the moment they receive notification of our readiness to deliver.
6. Disruptions in our business operations or those of our suppliers, which are based on unforeseen and unavoidable events, shall extend the delivery period accordingly. The customer is entitled to withdraw only if they send a written reminder after the agreed delivery period has elapsed and delivery is still not made within a reasonable grace period set by them. If a fixed calendar delivery deadline is agreed, the grace period starts after its expiration.
7. We shall not be in default due to service delays if we or our vicarious agents are only guilty of slight negligence. In cases of force majeure or other extraordinary, unavoidable circumstances, we shall not be in default and may withdraw from the contract even if we were already in default. If the impediment is temporary, performance deadlines shall be extended by the duration of the disruption plus a reasonable preparation period.
8. If we are required to perform in advance, we may refuse performance if it becomes apparent after contract conclusion that our entitlement to the counter-performance is jeopardized due to the customer’s insufficient financial capability.

§ 5 Reservation of Self-Supply / Withdrawal by the Company

1. We do not assume any procurement risk. We are entitled to withdraw from the contract if, despite prior conclusion of a corresponding purchase agreement, we do not receive the goods (e.g., due to discontinuation of production or force majeure), and these circumstances arose after contract conclusion and were unforeseeable. Our liability for intent and gross negligence remains unaffected. We will inform the customer immediately about the non-availability and, if we wish to withdraw, will exercise our withdrawal right without delay. Any payments made by the customer will be refunded promptly.
2. We are also entitled to withdraw from the contract if the customer has provided incorrect information regarding essential financial circumstances that significantly endanger our claim for payment. The same applies if the customer ceases payments due to objective insolvency or if insolvency proceedings are initiated against their assets.

§ 6 Installation

1. The customer must immediately inform us of any concerns regarding the suitability of the structural conditions for installing the delivered parts. The same applies to the placement of hidden pipes and conduits within the walls.
2. Our employees are not authorized to perform any work beyond the contractual obligations. If they do so at the customer’s request, this shall not affect the contractual relationship between us and the customer.

§ 7 Contract Modifications

1. Each party may submit a written request to modify the agreed scope of services. Upon receiving a request, the recipient will examine whether and under what conditions the modification is feasible (e.g., impact on deadlines and/or compensation) and inform the requesting party in writing of approval, rejection, or a counteroffer. If a customer’s change request requires extensive examination, this shall be subject to separate compensation.
2. Delivery times and performance obligations shall be extended by the calendar days required for reviewing change requests, preparing change proposals, and implementing the modifications.
3. If no agreement is reached on a change proposal within one month, or if we are unable to submit an offer corresponding to the customer’s change request, we shall continue contract execution under the originally agreed conditions.

§ 8 Prices

1. Our prices are net prices. The applicable statutory value-added tax (VAT) shall be added at the time of invoicing. If we send documents or other deliverables to the customer, the customer shall bear the shipping costs.
2. Unless otherwise agreed, invoices are due for payment within 14 days net from the invoice date. If payment is not received within this period, the customer shall be in default without the need for a reminder.
3. If more than six months elapse between contract conclusion and the agreed and/or actual performance, we are entitled to adjust our remuneration based on our applicable cost rates at the time of service delivery. If the adjusted remuneration exceeds the originally agreed amount by more than 10%, the customer has the right to withdraw from the contract within ten days after being informed of the price adjustment.
4. Unless a fixed fee has been explicitly agreed upon, our services shall be billed on a time-based basis according to actual time spent, even if a prior cost estimate was provided. The time recording units and current hourly rates are specified in our offer or order confirmation.
5. Travel expenses shall be charged separately unless otherwise agreed.

§ 9 Payment Terms

1. Our remuneration is due upon completion of the service and formal acceptance of the work. If our services are provided in separately identifiable phases, we are entitled to demand payment for each completed phase. We reserve the right to make service delivery dependent on advance payment.
2. The customer is not entitled to make deductions unless explicitly agreed otherwise.
3. The customer may only offset or withhold payments if their counterclaims are undisputed or have been legally established.
4. If installment payments are agreed in individual cases, the following shall apply: If the customer is in default with an installment payment in whole or in part for more than two weeks, the entire outstanding balance shall become due immediately.
5. In the event of default, the customer shall compensate us for any damages resulting from the delay, in particular by paying interest at a rate of 8 percentage points above the base interest rate.

§ 10 Formal Acceptance

If a formal acceptance is required, the work shall be deemed accepted if we have requested the customer to carry out the acceptance once in a reasonable and appropriate manner without success. The acceptance shall then be deemed granted twelve working days after receipt of the request.

§ 11 Security Rights

1. The delivered goods shall remain our property until all obligations arising from this contractual relationship have been fully met.
2. The customer must notify us immediately in writing of any seizure of goods subject to retention of title. The customer is not entitled to sell, give away, pledge, or transfer the goods delivered under retention of title as security.
3. If the goods are delivered for use in the customer’s business operations, they may be resold in the ordinary course of business. In such cases, the customer hereby assigns to us, in advance, all claims arising from the resale in the amount of the invoice value of the delivered goods subject to retention of title. If the resale is conducted on credit, the customer must retain ownership vis-à-vis the purchaser. The rights and claims from this retention of title are hereby assigned to us.
4. If goods subject to retention of title are incorporated as essential components into the customer’s real property, the customer hereby assigns to us, in advance, all claims arising from the sale of the property or real property rights in the amount of the invoice value of the goods, including all ancillary rights. If the goods subject to retention of title are incorporated into a third party’s property on behalf of the customer, the customer hereby assigns to us any resulting claims for compensation against the third party in the amount of the invoice value of the goods, including all ancillary rights.
5. If the customer processes, combines, or mixes the goods subject to retention of title with other goods, we shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the value of the other goods.
6. If, at the time of document transfer, the customer has outstanding obligations to us in addition to those arising from the specific order, we retain ownership of the goods and all copyright-related usage rights to the documents until all claims described above have been settled (extended retention of title).
7. The customer undertakes to respect our ownership rights even if the delivered goods are intended for third parties rather than the customer directly. The customer must explicitly inform the recipient of the retention of title.

§ 12 Customer's Duty to Cooperate

1. The customer shall support us and our employees to a reasonable and customary extent.
2. We assume no liability for errors resulting from incorrect or incomplete descriptions of the facts, incorrect, missing, or outdated information/documents/drawings provided by the customer. For deliveries, we expect that our vehicle can be unloaded directly at the building. Additional costs incurred due to long transport distances or difficult unloading conditions will be charged separately. Stairs and walkways must be accessible and protected against damage. If the execution of our work or that of our subcontractors is impeded by circumstances attributable to the customer, we shall invoice the resulting additional costs.
3. If the customer fails to fulfill their duty to cooperate, we will set a reasonable deadline for compliance. If the customer still does not cooperate, we are entitled to withdraw from the contract and claim compensation for the expenses incurred up to that point.
4. The customer's duty to cooperate shall be at no cost to us.
5. The customer shall provide us with the materials, information, and data necessary for the performance of our services. Data and data carriers must be technically flawless. If special legal or operational safety regulations apply at the customer's premises, the customer must inform us before we provide our services.
6. The customer may not issue direct instructions to our employees regarding the specific manner of service execution, except in cases where safety requirements and operational regulations at the customer’s site necessitate such instructions. Instructions regarding specific aspects of our services must be addressed to our designated project representatives, not directly to the employees carrying out the work.
7. The professional installation of modern windows, exterior doors, as well as lighting and sun protection systems enhances the building’s energy efficiency and tightens the building envelope. To maintain indoor air quality and prevent mold growth, additional requirements for the building’s ventilation must be met. Any necessary ventilation concept is a planning task outside the scope of our services and must be arranged by the customer.
8. The customer is responsible for maintaining suitable climatic conditions to protect and preserve the delivered components (e.g., windows, stairs, parquet flooring).

§ 13 Customer's Default in Acceptance

1. If, after being granted a reasonable deadline in writing for fulfilling necessary cooperation obligations required for the production of the work, the customer unjustifiably refuses to cooperate and/or to make payment, we retain the right to demand contract fulfillment. Instead of enforcing contract fulfillment, we may terminate the contract and/or claim damages in place of performance.
2. If the customer’s delay extends beyond one month, the customer shall bear the incurred storage costs.
3. As compensation for damages due to customer delay per section 1, we may demand 20% of the order price without deductions, unless the customer can prove that no or significantly lower damage has occurred. In cases of particularly high damages, such as custom-made products, we reserve the right to claim a higher proven damage instead of the fixed compensation.

§ 14 Fixed Compensation for Damages

1. If the customer terminates the contract in accordance with § 649 BGB (German Civil Code), we are entitled to claim 10% of the remuneration for the unfulfilled portion of the work as damages. If we can substantiate a higher amount, we may claim additional compensation.
2. The customer expressly retains the right to prove that no or only minor damage has occurred.

§ 15 Warranty

1. The customer must report obvious defects in writing within four weeks after acceptance. The timely dispatch of the written defect notification is sufficient to meet this deadline. After the deadline, the customer may only assert warranty claims for such defects if they were prevented from meeting the deadline through no fault of their own.
2. Non-obvious defects must also be reported immediately upon discovery. If a customer who is an entrepreneur fails to issue a complaint within a four-week exclusion period, the service shall be deemed accepted, even with regard to the defect.
3. The customer initially has the right to supplementary performance, whereby we have the choice between rectifying the defect (repair) or delivering a defect-free replacement. We may refuse supplementary performance if it is only possible at disproportionate cost.
4. The customer may withdraw from the contract or request a reduction in the purchase price if the repair has failed, was not carried out within a reasonable period, or was definitively refused by us.
5. If the customer chooses to withdraw from the contract under section 4, they must return the defective goods and compensate for the value of any benefits derived. The value reduction shall be determined based on a proportional linear depreciation between actual usage duration and the anticipated total service life.
6. The warranty does not cover damages caused by the customer, including but not limited to damage due to natural wear and tear, moisture, excessive room heating, intense exposure to sunlight or artificial light, temperature or weather effects, or improper handling.
7. Otherwise, liability for agreed-upon product characteristics remains unaffected.

§ 16 Liability and Exclusion of Liability

1. The customer may only claim damages:
   a. For damages resulting from an intentional or grossly negligent breach of duty on our part or by our vicarious agents, where such duties are neither essential contractual obligations (cardinal obligations) nor primary or ancillary obligations related to defects in our deliveries and services.
   b. For damages resulting from the intentional or negligent breach of essential contractual obligations (cardinal obligations) by us or our vicarious agents. Essential contractual obligations are obligations whose fulfillment enables the proper execution of the contract or upon whose compliance the customer regularly relies.
   c. Additionally, we are liable for damages due to the intentional or negligent breach of obligations related to defects in our deliveries and services (remedial or ancillary obligations).
   d. For damages covered by an explicitly granted guarantee (assurance) or a warranty regarding the condition or durability of the product.
2. In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the typical, foreseeable damage that could reasonably be anticipated at the time of contract conclusion.
3. Damage claims by the customer due to a slightly negligent breach of an essential contractual obligation expire one year from the statutory commencement of the limitation period. This does not apply to damages resulting from injury to life, body, or health.
4. Claims for damages against us arising from mandatory statutory liability and from injury to life, body, or health remain unaffected by the above provisions and exist to the extent permitted by law within the statutory limitation periods.
5. If third parties are engaged or involved in the initiation or execution of the contractual relationship, the aforementioned warranty and liability limitations also apply to such third parties.

§ 17 Termination of Service Contracts

1. A service contract may only be terminated for good cause in accordance with § 649 BGB, unless otherwise agreed.
2. Good cause exists in particular if:
   - Obligations, especially cooperation obligations, which are to be fulfilled within contractually agreed deadlines, are not met despite a deadline being set with reference to the right of termination.
   - Confidentiality obligations are violated.
   - Essential contractual elements are not or not fully fulfilled despite an additional deadline.
3. The termination must be declared in writing or in text form (e.g., via email).
4. If we terminate the contract for good cause without notice, the customer must compensate us for the portion corresponding to the services we have rendered up to that point. This applies even if, as a result of the termination, the customer has no interest in the previously provided service.

§ 18 Confidentiality

1. The parties undertake to keep all information obtained in connection with the contract confidential if such information is designated as confidential or can be recognized as business or trade secrets due to the circumstances. Unless expressly approved in writing or required to achieve the contractual purpose, such information may not be recorded, disclosed to third parties, or otherwise used. This confidentiality obligation remains in effect for five years after the full performance or termination of the contract.
2. The confidentiality obligation does not apply to information that:
   - Was already known to the contracting party before the contract negotiations began.
   -Becomes publicly known without fault or involvement of the contracting parties.
   - Must be disclosed due to legal obligations or official or court orders.

In the latter case, the disclosing party must inform the other contracting party immediately before disclosure. Further statutory confidentiality obligations remain unaffected. If a contracting party invokes one of the above exceptions, they bear the burden of proof.

§ 19 Copyright Protection

We retain ownership and all copyright usage rights to the cost estimates, designs, drawings, and calculations we provide until the agreed remuneration has been fully paid. The customer may only use the documents created as part of our services for the intended purpose agreed upon in the contract. Without our consent, they may not be copied, published, or made accessible to third parties. If the order is not placed, the documents must be returned immediately.

§ 20 Final Provisions

1. The place of performance and jurisdiction for all disputes arising from the contractual relationship between the parties is the registered office of the company, provided that the customer is a merchant, a legal entity under public law, or a special public law fund. Otherwise, the place of performance and jurisdiction shall be the customer's place of residence. However, we also reserve the right to take legal action against the customer at their general place of jurisdiction.
2. If the customer has no general place of jurisdiction in Germany, moves their residence or habitual residence abroad after the conclusion of the contract, or if their residence or habitual residence is unknown at the time of filing a lawsuit, the place of performance and jurisdiction shall be at the registered office of the company.
3. The business relationship with the customer is exclusively subject to the laws of the Federal Republic of Germany.
4. If individual provisions of the contract, including these General Terms and Conditions, are wholly or partially invalid or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavor to replace the invalid clause with another clause that comes closest to the economic purpose and legal meaning of the original provision.
5. We are neither willing nor obligated to participate in dispute resolution procedures before a consumer arbitration board.