General Terms and conditions

General Terms and Conditions of Delivery and Payment between B.W.R. Security GmbH, Kunstmühlestr. 16, 72793 Pfullingen and the Buyer, Version as of December 2019

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I. Field of Application

 

These General Terms and Conditions do not apply to contracts between us and a consumer.
Otherwise, they have validity for all contracts concluded between us and our clients for the provision of security services. They form an essential part of all contracts that we conclude with the client for the services that we offer. They also have validity for all future services or offers to the client, even if they are not separately agreed again.
Terms and conditions of the client or third parties shall not apply, even if we do not separately disagree with their validity in individual cases. Even if we refer to a correspondence that contains or refers to the terms and conditions of the client or a third party, this does not constitute an agreement to the validity of those terms and conditions. The following conditions of contract shall also have validity if we execute the client's order without reservation in the knowledge of conflicting or deviating terms and conditions of the client.

 

II. Content of the security service

  1. The security service is classified into 3 possible categories:
    1. Patrol service
    2. Object protection
    3. Special services
      Welche dieser Leistungen jeweils vereinbart ist, ergibt sich aus dem jeweiligen Vertrag.
  2. Unless otherwise agreed, the following shall apply
    1. for the patrol service: This includes the guarding of a certain area (patrol area) defined in the contract. The patrol service is done in service clothing. Unless explicitly agreed otherwise, we shall determine at our reasonable discretion whether the patrol service shall be carried out by individual patrols or radio patrol drivers. Unless otherwise agreed, checks will be carried out at irregular times on each patrol of the objects grouped together in patrol areas.
    2. for object protection: The object(s) to be guarded is (are) carried out by our security employee(s), who is (are) specifically deployed for one or a few guard objects in a geographical context. The object and the number of employees to be deployed are specified in the respective contracts. In case there is no explicit agreement on the number of staff, we will determine this at our reasonable discretion. The individual activities are specified in the contract itself or in a separate inspection regulation.
    3. for the special service: This includes all activities not defined above outside the surveillance service and object guarding, in particular order and supervision services for events, personnel control, entry and exit control, building site guarding, the operation of service centres as well as the performance of cash desk services, order services and other services.
  3. The details of the mutual obligations of the client and us are agreed in special contracts and the inspection instructions.
  4. We provide our activities as service (no employee transfer). The selection of the employed personnel and the right to issue instructions lies with us as the contractor - except in the case of imminent danger.

 

III. Implementation details

In individual cases, the performance of the service shall be governed by the contractual agreement and, if this includes a written inspection regulation, by the terms of this agreement. The inspection regulations shall contain the more detailed specifications on the patrols, inspections and other service activities that must be carried out. Amendments and additions to the inspection regulations must be agreed in writing. Insofar as unforeseeable emergencies make it necessary, the planned controls, patrols and other services may be dispensed with in individual circumstances. In the absence of such a detail, we shall determine the execution of the service at our reasonable discretion.

 


IV. Offer and conclusion of contract

  1. We can accept an order from the client, that can be classified as an offer to conclude a contract, within two weeks by sending an order confirmation or by commencing the service within the same period.
  2. Our offers are subject to confirmation and non-binding unless we have explicitly indicated that they are binding.
  3. We reserve our ownership rights, copyrights and other industrial property rights to all illustrations, calculations, elaborations and other documents. The client may only pass these on to third parties with our written approval, no matter if we have marked them as confidential or not.

 

V. Duration of contract – Termination – Termination without notice

  1. Unless agreed otherwise, the contract shall run for a period of one year. The start of the term shall be - unless otherwise agreed - the first agreed contractual day of performance of the contract or, in the absence of such a contractual provision, the first day of the actual contract implementation.
  2. The contract may be cancelled - unless expressly agreed otherwise (e. g. time limit) - with a notice period of three months to the end of the year.
  3. If it is not terminated in due time, the contract is extended by a further year in each case
  4. The right to terminate without notice for important reason exists for both parties in accordance with the following regulations.
    1. An important reason exists for us in particular if
      1. the client is in delay with the payment of our remuneration in the amount corresponding to one month's remuneration for a period of at least 2 weeks. In the case of default with less than this amount, the termination without notice is permissible if the amount is not settled even after a further reminder within 2 weeks after receipt of the reminder.
      2. if our insurance protection expires or on the basis of a notification in accordance with § 11 paragraph 3, as long as the client does not agree to bear additional costs for the liability insurance or the liability insurance company refuses to provide additional insurance.
      3. In the case of imminent or already existing insolvency of the client, in particular in the case of an application for insolvency proceedings against the assets of the client.
    2. An important reason for the client exists in particular if
      1. we breach an essential contractual obligation and fail to correct this within a reasonable period of time despite a written complaint to that effect
      2. or if our insurance cover expires

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VI. Price conditions and terms of payment

  1. The calculation of the fee is based on our offer. Our prices do not include the statutory value added tax. We will show this separately in the invoice at the statutory rate on the day of invoicing.
  2. Unless otherwise agreed, the remuneration for the contract is to be paid monthly in advance and must be received in our account no later than the last working day of the previous month.
  3. The client is only entitled to set-off if the counterclaims have been legally established, are ready for decision in judicial proceedings and have been recognised by us or are undisputed.
  4. In the event of default in payment, we shall be entitled to withhold our services in whole or in part. We will notify the client of the corresponding intention at least 7 days before exercising the right of retention and grant the client the opportunity to remedy the situation.


VII. Participation of the client

  1. The client is obliged to provide us with the necessary objects for the fulfilment of the service which are within his access, in particular keys or access codes.
  2. The same shall apply to any necessary information. In particular, the client must ensure that a contact person of the client can be reached within a suitable period of time, if necessary also at night.
  3. The client is obliged to inform us immediately of any special dangers in advance or as soon as he/she becomes aware of them. This also includes, in particular, an increased risk situation.


VIII. Breaches of duty on our part

Breaches of duty by our company or our employees of any kind relating to the performance of the service must be reported to our management in writing immediately after discovery for the purpose of remedy.



IX. Interruption of surveillance

  1. In the event of war or strike, civil unrest and other cases of force majeure, we may interrupt or rearrange the service accordingly, insofar as its performance becomes impossible.
  2. In the event of interruption, the Client will be released from the obligation to pay the remuneration on a pro rata basis.

X. Execution by other companies
Unless otherwise explicitly agreed in writing, we are allowed to use other companies that have a trade licence pursuant to § 34a of the German Trade, Commerce and Industry Regulation Act (Gewerbeordnung) to fulfil our obligations.

 

XI.Liability and limitation of liability, obligation in the event of great potential damage

  1. We shall not be liable in the case of simple carelessness on the part of our corporate bodies, legal representatives, employees or other subcontractors, insofar as this does not involve a breach of essential contractual obligations. Essential contractual obligations are those that must be fulfilled in order to achieve the purpose of the contract. This includes the obligation to provide security in accordance with the contractual agreement in relation to II. of these General Terms and Conditions.
  2. In the event of liability for ordinary negligence, our damages and any further pecuniary loss resulting therefrom will be limited to the typically foreseeable damage.
  3. We have a liability insurance policy under which personal injury and property damage are insured for € 5.000.000 per insured event and financial loss is insured for € 1.000.000.
    Insofar as the contractor has indications that the typically foreseeable damage exceeds € 5.000.000 for property damage or € 1.000.000 for financial loss, he must inform us of this immediately when the contract is concluded or when he becomes aware of it at a later date and inform us of the amount of the typically foreseeable damage. We will attempt to take out additional insurance without delay in the event of subsequent notification. The costs for this additional insurance cover shall be borne by the client.
    If the client fails to notify us, our liability is limited to € 5.000.000 for property damage and € 1.000.000 for financial loss in accordance with clause 2.
  4. The liability for personal injury remains unaffected. The limitations of paragraphs. 1 to 3 apply only to property damage and financial loss.


XII. Assertion of claims for damages by the client/ preclusion deadline

  1. Claims for damages must be asserted against us within a period of 3 months after the claimant, his/her legal representatives or subcontractors have become aware of the damaging event. If the amount of the damage cannot yet be determined within this period, at least the damage must be asserted on the merits. The assertion of claims for damages after the expiry of this period is excluded. This shall not affect the assertion of a claim for damages due to personal injury.
  2. The client is also obliged to give us the opportunity without delay to make all necessary determinations regarding the cause of the damage, the course of the damage and the amount of the damage. Damage expenses resulting from the fact that the principal does not fulfil his aforementioned obligations or does not fulfil them immediately shall be borne by him.


XIII. Poaching restraint and contractual penalty

  1. The client is not permitted to induce employees of the company to terminate their employment relationship and to establish a new service or employment relationship as independent or dependent employees of the client. This provision shall continue to apply for six months after the termination of this contract.
  2. If the client culpably violates the provisions of paragraph 1, he is obliged to pay the company a contractual penalty of 3 gross monthly salaries of the employee for each case of violation. The assertion of further damages remains unaffected by this.


XIV. Place of performance, place of jurisdiction, applicable law

  1. The place of performance and jurisdiction for services and payments (including cheque and bill of exchange actions) as well as all disputes arising between us and the client from the contracts concluded between us and the client is our registered office. However, we are also entitled to sue the client at his place of residence and/or business.
  2. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany.