§ 1 Preamble 
All services of the Hüsges Group are based on these contractual conditions. Conflicting or deviating terms and conditions of the client shall not be recognised unless they have been expressly confirmed in writing. They apply both to follow-up orders and to permanent business relationships. Consumers within the meaning of the business relationship are natural persons with whom a business relationship is entered into without a commercial or self-employed professional activity being attributable to them. Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent professional activity. Clients within the meaning of the contractual terms and conditions are both consumers and entrepreneurs.

§ 2 Placing of orders 
1. The orders are only binding for the Hüsges Group if and insofar as they have been confirmed in writing. Amendments, supplements and oral collateral agreements of any kind must also be made in writing. This includes, in particular, information and commitments from employees of the Hüsges Group as well as from experts called in by the Hüsges Group. The written form requirement shall also apply to the amendment or cancellation of this written form clause.

2. If the client orders the service of the Hüsges Group by electronic means, the Hüsges Group will immediately confirm the receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance.

3. If the client orders the work electronically, the contract text will be stored by the Hüsges Group and sent to the client on request together with the present General Terms and Conditions by e-mail.

§ 3 Revocation clause for consumers
1. If the client is a consumer according to § 1 of these General Terms and Conditions, he has the right to revoke his declaration of intent to conclude the contract within 2 weeks after conclusion of the contract. The revocation does not have to contain a justification and must be declared in text form to Hüsges GmbH, Zentrale Willich, Halskestraße 20, 47877 Willich, or by returning the service, if actually possible; timely dispatch is sufficient to meet the deadline.

2. The Hüsges Group reserves the right to start the performance of the service only after the expiry of the 2-week revocation period.

3. The client shall arrange for the performance of the service to be carried out by transmitting information which is required for the performance of the service. If the client sends or transmits the information specified in sentence 1 before the expiry of the 2-week revocation period, this shall be regarded as consent to execution. As soon as the Hüsges Group has started the execution by processing the data, the right of revocation expires.

§ 4 Services
1. The Hüsges Group will perform its services impartially, neutrally and to the best of its knowledge and belief in accordance with the recognised rules and in compliance with the regulations existing at the time of acceptance of the order.

2. As far as it is necessary for the proper execution of the service, the client will obtain information from participants and third persons and carry out surveys and inform the Hüsges Group about this.

3. The scope of services to be provided by the Hüsges Group shall be determined in writing when the order is placed. Partial services are possible. If changes and/or extensions to the defined scope of the order arise during the proper execution of the order, these must also be agreed in advance in writing between the contracting parties. Insofar as the client cannot reasonably be expected to adhere to the contract with regard to the changes or extensions, the client shall have the right to withdraw from the contract. The client must pay the agreed remuneration or, in the absence of an agreement, an appropriate remuneration.

§ 5 Obligations of the client 
1. The client must provide the Hüsges Group with all information and documents necessary for the execution of the order conscientiously, completely and free of charge as well as in good time.

2. The client has to draw attention on his own initiative to all processes and circumstances which may be of significance for the execution of the order.

3. The execution of the order without fulfilment of the above points 1 and 2 is at the sole risk of the client, as far as the Hüsges Group is not guilty of a contributory negligence.

§ 6 Confidentiality 

1. The Hüsges Group may make copies for the documentation of the written documents which are handed over to the Hüsges Group for inspection or which were handed over for the execution of the order.

2. The Hüsges Group expressly reserves the copyright to the services provided.

3. When the order is placed, the scope of the service is determined in writing by the Hüsges Group. The client may use the expert opinion of the Hüsges Group prepared within the scope of the order or the services rendered by the Hüsges Group with all related details only for the purpose for which it was agreed when the order was placed.

§ 7 Terms of payment 

1. After completion of the order or presentation of the invoice, the order fee shall be due for payment without deduction immediately or, if a due date is stated on the invoice, on the date stated on the invoice.

2. Bills of exchange, cheques and payment instructions shall only be accepted on account of performance. They are regarded as payment when they have been cashed. Bank charges shall be borne by the client.

3. If the client is in arrears with the payment of the invoice, the Hüsges Group may withdraw from the contract or demand damages instead of performance. Subject to the assertion of further damages, the Hüsges Group is entitled to interest on arrears to the amount of 5% above the base interest rate in the event of default in payment. However, the client is permitted to prove that the Hüsges Group has not suffered any damage at all or that the damage to the Hüsges Group is considerably lower.

4. Should the Hüsges Group become aware of facts from which it results that the client is no longer creditworthy, the Hüsges Group is entitled to demand cash payment before completion of the order. In such cases, the Hüsges Group can also withdraw from the contract after a reasonable period of grace or claim damages for non-performance. This amounts to 15 % of the remuneration, subject to the assertion of a higher damage, unless the client proves that no damage or only minor damage has been incurred. This shall also apply in the event of non-compliance with the terms of payment, non-redemption of cheques or bills of exchange, cessation of payments, opening of insolvency proceedings against the assets of the client or refusal to open such proceedings due to lack of assets at the client’s premises.

5. Advances on costs can be demanded and/or partial invoices corresponding to the services already rendered can be issued by the Hüsges Group. If the client is in arrears with the payment of partial invoices despite setting a grace period, Hüsges Gruppe has the right to refuse the further execution of the order, to withdraw from the contract or to demand damages instead of non-performance.

§ 8 Offsetting / prohibition of retention

A set-off or a retention with counterclaims is excluded, unless the counterclaim is undisputed or has been legally established.

§ 9 Deadlines 

The order deadlines of the Hüsges Group are non-binding, unless their binding nature has been expressly agreed in writing.

§ 10 Termination 

1. The contract can be terminated by either party at any time for good cause in writing. Ordinary termination of the contract is excluded, unless otherwise stipulated in the contract.

2. An important reason for the Hüsges Group to terminate is given in particular if the client refuses the necessary cooperation, if the client tries to falsify the result of the expert opinion/performance of the Hüsges Group in an inadmissible way, or if the client becomes insolvent or in debtor’s default.

§ 11 Warranty

1. Insofar as the Hüsges Group provides services, the parties agree that the Hüsges Group does not owe any specific success but only services and that it is solely in the decision-making and risk area of the client to make necessary decisions on the basis of the service provided.

2. Otherwise, the Hüsges Group can first make use of the right to supplementary performance if defects occur within the warranty. The supplementary performance is carried out at the option of the Hüsges Group by elimination of defects (subsequent improvement) or by new production (subsequent delivery).

3. In the event of only a minor breach of contract, in particular only minor defects, the client shall not be entitled to withdraw from the contract.

4. A claim for damages remains unaffected in the absence of warranted characteristics.

§ 12 Liability 

1. The Hüsges Group is only liable for damages, regardless of the legal basis, if the Hüsges Group, the legal representative or vicarious agent has caused these damages intentionally or grossly negligently or if the Hüsges Group or its representative or vicarious agent has negligently violated an essential contractual obligation. In the event of a breach of essential contractual obligations, the Hüsges Group’s obligation to pay compensation is limited to the foreseeable damage typical for the contract.

2. Liability for indirect consequential damages including contract-typical consequential damages is excluded. Otherwise, the liability of the Hüsges Group is limited to the following insured sums:

–          500,000.00 € for property damage
–          250,000.00 € for financial losses

3. The above exclusions and limitations of liability shall not apply to damages resulting from injury to life, body or health, to other damages resulting from a grossly negligent breach of duty by the Hüsges Group resulting from a grossly negligent breach of duty by a legal representative or vicarious agent of the Hüsges Group as well as to damages resulting from a culpable breach of essential contractual rights and obligations within the meaning of § 307 para. 2 no. 2 BGB (German Civil Code).

4. The client must immediately notify the Hüsges Group in writing of any damages for which the Hüsges Group is liable.

5. Insofar as claims for damages against the Hüsges Group are excluded, this also applies with regard to the personal liability of the employees of the Hüsges Group.

§ 13 Final provisions 

1. The place of performance for all claims arising from the contract shall be the registered office of the Hüsges Group.

2. The exclusive place of jurisdiction for all disputes shall be the registered office of the Hüsges Group, insofar as the client is not a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, or claims are asserted by way of dunning proceedings. The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode outside Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is filed.

3. Only the contract is binding for the relations between the contracting parties. German law shall apply to the contractual relationship. The uniform UN Convention on Contracts for the International Sale of Goods is excluded.

4. Should any provision of these terms and conditions be or become invalid or should a loophole become apparent, this shall not affect the validity of the remaining provisions. In this case, the client and the Hüsges Group undertake to strive for the intended purpose by agreeing on a substitute provision. (as of November 2009)

5. The English translation of these terms and conditions has been prepared by an external translation service. The Hüsges Group has checked whether or not the translation contains any obvious mistakes. Beyond this, please note that the Hüsges Group does not assume any liability for the correctness, completeness and quality of the translation and that for purposes of the conclusion of the contract/agreement, solely the German version of the general terms and conditions is relevant.