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General terms and conditions of sale and delivery
of LeadersBiz Management

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1. Validity

  1. The following terms and conditions of sale and delivery (hereinafter referred to as "Terms & Conditions") are part of every offer of Leaders´Biz Management and apply to all contracts, deliveries and services concluded by it. They also apply to all future deliveries and services with the Customer and even if no separate reference is made to them in each case.

  2. Changes or deviations from these terms and conditions are only possible in written form and require the signature of the management or an authorized representative of LeadersBiz Management to be effective.
    E-mail is not sufficient for the written form.

  3. Conflicting terms and conditions of the Customer or terms and conditions of the Customer deviating from these Terms & Conditions are hereby expressly rejected. These are only valid if they have been confirmed in writing by the management of LeadersBiz Management. The terms and conditions of Leaders´Biz Management shall also apply if Leaders´Biz Management performs the contractual service without reservation in the knowledge of terms and conditions of the Customer that are contrary to or deviate from its terms and conditions.

2. Offers

  1. All offers of Leaders´Biz Management are subject to change.

  2. The respective current price lists of LeadersBiz Management at the time of acceptance of the offer apply. If the contract or the individual partial service extends over a longer period of time, the respective current price lists at the time of the respective service apply.

  3. All price quotations are net, plus the respectively valid statutory value-added tax.

  4. Possible other taxes and fees, which are demanded by governmental or other third parties within the scope of the service provision for the Customer, are not included in the price quotations. Leaders´Biz Management is not obliged to point out the incidence of such possible taxes and fees. All offers of Leaders´Biz Management are exclusive of the aforementioned costs, taxes and fees, if any, which have to be borne by the Customer, without the need for a separate agreement on this.

  5. In case of an order of the Customer, the contract is concluded by Leaders´Biz Management by written acceptance of the order, at the latest, however, by provision of the service.

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3. Contracts for work and services

  1. The respective order is basically executed in the offices of Leaders´Biz Management. The complete or partial execution at the Customer's premises can be agreed upon if working documents cannot be handed out and/or if continuous expert discussions or technical coordination should make this necessary.

  2. The right to issue instructions to vicarious agents and employees, in particular the instruction, guidance and supervision, is exclusively incumbent on Leaders´Biz Management, even if the order is carried out at the Customer's premises. This does not affect the right of the Customer to issue order-related execution instructions concerning the work result in individual cases.

  3. The progress of performance shall be confirmed by the customer by signing the project progress reports submitted to him. In addition, the following provisions shall apply to the acceptance of the services:
    - After successful performance of the functional test, but no later than 1 week after handover of the result of the order, the customer shall declare acceptance in writing without delay. The functional test shall be deemed to have been successfully carried out if the order result fulfills the contractually stipulated requirements in essential points. LeadersBiz Management owes in this respect only the provision of the contractual service and does not assume any warranty for an economic success of the service at the Customer.
    - The Customer is obliged to notify LeadersBiz Management immediately in writing if he becomes aware of any defects. In case of substantial defects of the performance LeadersBiz Management will receive shall initially be given the opportunity to remedy such defects within a reasonable period of time to the exclusion of any further claims of the Customer.
    - If the Customer does not declare acceptance immediately despite the obligation to accept, Leaders´Biz Management may set a deadline of 1 week in writing for the submission of this declaration. If this is pointed out in the written deadline, the acceptance is deemed to have taken place, unless the Customer immediately specifies the reasons for the refusal of acceptance in writing. Acceptance is further deemed to have taken place when the Customer starts to use the result of the order.

  4. Leaders´Biz Management warrants for any defects of order results according to clause 12. In case of only minor defects the Customer is not entitled to withdraw from the contract. The warranty period for defects not caused intentionally shall be 24 months from the respective statutory commencement of the limitation period.

  5. Service contracts may also be terminated by either contracting party with 14 days' notice to the end of the month, without prejudice to the right to terminate without notice.

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4. Transfer of risk, place of performance

Place of performance for all performance obligations is the registered office of Leaders´Biz Management in 27628 Hagen. Any dispatchment by LeadersBiz Management to the Customer or third parties named by the Customer is at the risk and expense of the Customer.

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5. Default

  1. If the Customer is in default of acceptance or violates other obligations to cooperate, Leaders´Biz Management is entitled to claim from the Customer the damage incurred by LeadersBiz Management including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the performance shall also pass to the Customer at the latest at the time the Customer is in default of acceptance.

  2. If LeadersBiz Management is in default with its performance, the Customer is exclusively entitled to terminate the contract after having granted a reasonable grace period of at least 14 working days. Services rendered by LeadersBiz Management until the effective exercise of the termination are to be remunerated by the Customer. Claims for damages of the Customer are excluded.

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6. Obligations to give notice of defects

  1. The Customer has to inspect the services of Leaders´Biz Management according to the inspection and complaint obligations of § 377 HGB (German Commercial Code) immediately after receipt. Any defects of the performance have to be notified within 8 days. In all other respects the provisions of § 377 HGB shall apply. The complaint has to be made in writing, has to describe the defect(s) concretely and has to be addressed to LeadersBiz Management, Am Bergring 26, 27628 Hagen im Bremischen.

  2. The Customer's warranty rights according to clause 11 require that the Customer has duly complied with its inspection and notification obligations owed according to § 377 HGB (German Commercial Code). Services complained about may not be used again without the express consent of Leaders´Biz Management.

  3. In case of a timely complaint Leaders´Biz Management will inform the Customer how to proceed with the complained service.
     

7. Payments

  1. Invoices are due without deduction immediately after the invoice date and payable net cash. This also applies with regard to invoices for partial services to which LeadersBiz Management is entitled according to these terms and conditions.

  2. If the Customer is in default of payment, the underlying monetary debt shall be subject to an interest rate of 4% above the base interest rate, but at least 6% p.a..

  3. Deviations from clauses 8.1. and 8.2. require a separate written agreement.

  4. If Leaders´Biz Management becomes aware of circumstances which give reason to fear that the payment of the contract price is at risk, Leaders´Biz Management is entitled to perform the service only against advance payment or cash on delivery. Such circumstances exist, in particular, if the Customer is in default with the payment of due claims.

  5. The Customer can only offset against due claims of Leaders´Biz Management with such claims that are undisputed or legally binding.

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8. Withdrawal

  1. Leaders´Biz Management is entitled to withdraw from the respective contract if the fulfillment of its obligations becomes impossible due to obstacles to performance for which it is not responsible, even if these fall within its sphere of influence. This shall apply in particular if it is not supplied correctly or on time by its own suppliers and, after all reasonable efforts, a replacement for the contractual service cannot be procured, as well as in cases of force majeure, e.g. war, labor disputes, shortage of raw materials or other events that are equally significant or extraordinary in their effects.

  2. For all aforementioned cases of withdrawal of Leaders´Biz Management, claims for damages of the Customer are excluded.

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9. Cancellation of the contract

If the contract is unilaterally cancelled by the Customer or an order / partial order is unilaterally cancelled by the Customer, the Customer shall, except in the cases of item 10. 2, to compensate Leaders´Biz Management for all damages incurred, including any additional expenses, which arise due to the cancellation of the contract; this applies in particular to cancellation or withdrawal costs charged to LeadersBiz Management by its suppliers and all other expenses incurred by Leaders´Biz Management in the course of the premature termination of the contract.

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10. Liability of Leaders´Biz Management / Obligations of the Customer

  1. Leaders´Biz Management is liable for all damages culpably caused by LeadersBiz Management or its appointed vicarious agents within the contractual relationship with the Customer. The Customer has to provide the corresponding evidence regarding the cause of the damage and the amount of the damage. The liability is limited to a maximum of the amount of the typically foreseeable damage and in total to a maximum of 25% of the respective contract price (net).

  2. The liability of LeadersBiz Management for damages resulting from the breach of non-substantial contractual obligations is excluded as well as for consequential damages, lost profits and business interruptions at the Customer or third parties.

  3. The above limitations of liability do not apply in the case of intent, for mandatory liability under the Product Liability Act, for personal injury or other cases in which liability is mandatory by law.

  4. The Customer shall, if applicable, observe existing statutory or official regulations in dealing with the performance of Leaders´Biz Management.

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11. Warranty

  1. Leaders´Biz Management warrants that its services comply with the general and customary market standards.

  2. The warranty claims of the Customer due to possible defects of the performance of Leaders´Biz Management are limited to the right of rectification or replacement. The Customer reserves the right to reduce the purchase price or to withdraw from the contract if the rectification or replacement delivery fails at least twice. The rectification or replacement delivery is carried out at the expense of LeadersBiz Management. Further claims of the Customer, in particular claims for damages, are excluded.

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12. Other consulting services

  1. If Leaders´Biz Management provides other consulting services in addition to the respective contractually owed consulting services under legal, business management, process or application technology or other aspects, such consulting services are non-binding to the best of LeadersBiz Management's knowledge within the scope of the given possibilities. Any liability of LeadersBiz Management for such additional advice beyond what is contractually owed in each case is expressly excluded.

  2. Any modification or abridgement of the documents and data prepared by LeadersBiz Management requires the written consent of Leaders´Biz Management.

  3. Leaders´Biz Management is entitled, both in the consultation of individual questions and in the case of continuous consultation, to take as a basis the facts stated by the Client, in particular numerical data, as correct and complete; this also applies to accounting orders. However, he shall point out to the client any inaccuracies he has discovered.

  4. The consulting assignment does not include the actions required to meet deadlines, unless Leaders´Biz Management has expressly accepted the assignment for this purpose. In this case the Customer has to submit to LeadersBiz Management all documents essential for the observance of deadlines in time so that LeadersBiz Management has a reasonable processing time.

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13. Retention of title

  1. Leaders´Biz Management reserves the right of ownership of all provided services and (software) products until full payment of the contract price.

  2. In case of seizure or other interventions by third parties, the Customer has to inform LeadersBiz Management immediately in writing so that Leaders´Biz Management can file a suit according to § 771 ZPO (German Code of Civil Procedure). As far as the third party is not able to reimburse the judicial and extrajudicial costs of an action according to § 771 ZPO, the Customer is liable for the loss incurred by LeadersBiz Management in this respect.

  3. Any processing or transformation of the provided services and (software) products until the complete payment of the contract price by the Customer is always carried out for LeadersBiz Management. If the provided services and (software) products are processed with other objects not owned by Leaders´Biz Management, Leaders´Biz Management acquires the co-ownership of the new object in proportion to the value of the provided services and (software) products to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the Customer's item is to be regarded as the main item, it is deemed agreed that the Customer transfers co-ownership to Leaders´Biz Management on a pro rata basis. The Customer shall keep the thus created sole ownership or co-ownership for Leaders´Biz Management.

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14. Property rights and right of use

  1. Leaders´Biz Management does not guarantee that the use or resale of the services and (software) products by the Customer does not violate national or international property rights and rights of use. The Customer is therefore obligated to satisfy itself that such third party rights are not infringed upon in the event of use or resale. Claims for damages of the Customer against Leaders´Biz Management are excluded in this respect.

  2. The Customer undertakes to indemnify LeadersBiz Management from all claims for damages of third parties due to possible rights of use, which are caused by actions of the Customer.

  3. Leaders´Biz Management does not grant any customer protection on the services provided by LeadersBiz Management, i.e. the services and (software) products can be provided by LeadersBiz Management to other customers in the same or similar way. Only exceptionally, based on an explicit written agreement, customer protection can be granted in individual cases.

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15. Duty of confidentiality towards third parties, data protection

  1. Leaders´Biz Management commits itself to maintain silence about the facts, which become known to it in connection with its activity for the Customer, no matter whether it concerns the Customer itself or its business connections, unless the Customer releases it from this duty of confidentiality. Towards financing investors and banks, LeadersBiz Management shall be deemed to be released from this obligation in order to be able to meet their interests for the fulfillment of concluded credit or other contracts.

  2. Leaders´Biz Management is authorized to process personal data entrusted to it or to have such data processed by third parties within the scope of the purpose of the client.

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16. Secrecy

  1. The Client undertakes not to exploit any trade or business secrets that have become known to it or will become known to it during the cooperation with the Contractor without the written consent of the Contractor and also not to pass them on to third parties. This shall also apply for an unlimited period of time after the termination of the contractual relationship, insofar as these are not generally accessible.

  2. For each case of violation of the confidentiality obligation, the party concerned shall be obliged to pay a contractual penalty in the amount of 10,000.00 Euro, the amount being subject to judicial review.
     

17. Remuneration

Leaders´Biz Management may demand reasonable advances on its remuneration and reimbursement of its expenses, and may make the delivery of its services dependent on the full satisfaction of its claims. Several clients are liable as joint and several debtors.

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18. Retention and surrender of documents

  1. The Customer is obliged to keep the documents handed over to him for ten years. Leaders´Biz Management shall keep the documents handed over to it in connection with the execution of an order and the documents prepared by LeadersBiz Management itself as well as the correspondence conducted about the order for ten years. Leaders´Biz Management is free to determine the type of data storage and retention.

  2. After satisfaction of its claims arising from the order Leaders´Biz Management has to hand over all documents, which it has received from or for the client on the occasion of its activity for the order, on request of the client. However, this does not apply to the correspondence between Leaders´Biz Management and its Customer and to the documents that LeadersBiz Management already possesses in original or copy. Leaders´Biz Management is entitled to demand from documents which it returns to the Customer, make and retain backups, copies or photocopies.

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19. Place of jurisdiction, choice of law

All disputes arising from contracts, deliveries and services of Leaders´Biz Management shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods and international private law. As far as permissible, Bremen is agreed as the place of jurisdiction for such disputes.

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Status: 05 / 2019

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