General Terms and Conditions of Interim Management Solutions Kratz GmbH

1. Definition of terms
In the following general terms and conditions (“GTC”) the company Interim Management Solutions Kratz GmbH is named with the term “IMS Kratz GmbH”.

The contractual partner of “IMS Kratz GmbH” is named with the term “Customer”. Both hereinafter also individually “Party” and together also “Parties”.

2. Scope of application, conclusion of contract
The subject of these terms and conditions is the provision and remuneration of work-related and / or consulting services (hereinafter “services” or “project”) by IMS Kratz GmbH.

The individual services to be provided are detailed and conclusively listed in the respective individual contractual service description.

The offers, services and contracts from or with IMS Kratz GmbH are based exclusively on these general terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed again.

Any deviating agreements between IMS Kratz GmbH and the Customer only apply insofar as they are confirmed in writing by IMS Kratz GmbH and the Customer as part of the agreement made.

IMS Kratz GmbH and the Customer agree that the Customer’s general terms and conditions do not apply to contracts with IMS Kratz GmbH.

Offers from IMS Kratz GmbH are subject non-binding. Orders from the Customer to IMS Kratz GmbH are only binding if they have been expressly confirmed or if IMS Kratz GmbH has provided the service. A confirmed order can only be changed by the Customer with written consent and taking into account any conditions that may be imposed.

3. Confidentiality
The parties guarantee the highest level of confidentiality, in particular with regard to the Customer’s internal information, personal data, or conditions and remuneration rates.

The parties agree that all mutually provided documents and documents will be returned or destroyed after the mandate has been concluded.

There is no obligation to maintain secrecy if it is generally known information or information that has become generally known in the course of the contractual relationship.

4. Nature of the contract, subject matter
The Parties work together on the basis of mutual trust and mutual support. There is agreement that this cooperation is in the interests of both Parties. As part of the cooperation, the Parties will coordinate the relevant factors determining the cooperation and clarify any ambiguities and discrepancies together in a spirit of mutual understanding.

The Customer will provide IMS Kratz GmbH with all information required to carry out the order in good time.

IMS Kratz GmbH will perform the services in accordance with the subject matter of the contract and taking into account sensible implementation either in the Customer’s company or at the agreed location or in IMS Kratz GmbH’s own business premises.

IMS Kratz GmbH will, however, observe the Customer’s technical and time requirements insofar as this is necessary for the orderly execution of the order and to take into account the Customer’s operational organization.

IMS Kratz GmbH is only authorized to sign for the Customer insofar as this has been agreed in writing with the Customer. In case of doubt, all activities during the term of the contractual agreement by IMS Kratz GmbH and third parties on its behalf for the Customer are deemed to be activities in fulfillment of the contractual agreement.

IMS Kratz GmbH will provide the services with the care of a prudent businessman.

5. Remuneration system
For the services covered by the respective contract, IMS Kratz GmbH receives the contractually stipulated remuneration, whereby IMS Kratz GmbH is entitled to submit interim invoices in accordance with the progress of work.

The services provided are usually billed at the end of a month. The invoice amount is due for payment within 30 days net from the invoice date.

Any cash outlays, expenses, travel expenses, etc. are to be reimbursed by the Customer against an invoice. Unless otherwise agreed, the reimbursement of travel and other expenses for use by the Customer or business trips on behalf of the Customer is based on the Customer’s current travel expense guideline.

If such a regulation does not exist, the following basic values apply to the reimbursement of expenses: flight – economy class (flexible tariff) or comparable, train – 1st class – own car € 0.50 / km – overnight stay: hotel category 4 stars).

Unless explicitly agreed otherwise, all prices quoted by IMS Kratz GmbH are in euros. The agreed prices are exclusive of the applicable statutory sales tax.

If the customer is in default with a payment obligation or if circumstances arise that worsen the customer’s financial position or affect his creditworthiness and if the fulfillment of IMS Kratz GmbH’s claims is thereby endangered, all IMS Kratz GmbH’s claims against the customer become due at the same time. In this case, IMS Kratz GmbH is entitled to withhold further services until full payment has been made or to make these dependent on a security deposit. If the payment or the required security is not provided within a reasonable period set by IMS Kratz GmbH, IMS Kratz GmbH is entitled to terminate the contract.

6. Termination
Each party is entitled to terminate the contract without notice if the other party violates essential contractual obligations. As a rule, termination is only permitted after a reasonable grace period has expired. A grace period is not necessary, however, if there are special circumstances that justify immediate termination after weighing up the interests of both parties.

7. Liability
Subject to the following regulations, IMS Kratz GmbH is only liable for damages under legal requirements if the customer asserts claims for damages based on intent or gross negligence or a culpable breach of an essential contractual obligation.
Essential contractual obligations are those, which are necessarily to be fulfilled to achieve the purpose of the contract and a customer could regularly trust and may rely on its fulfillment. Insofar as IMS Kratz GmbH is liable according to this, without it or its vicarious agents being charged with intent or gross negligence, the liability is limited to the foreseeable, typically occurring damage.

Liability for culpable injury to life, limb or health remains unaffected by the above limitations of liability; this also applies to mandatory liability under the Product Liability Act.

Unless otherwise regulated above, the liability of IMS Kratz GmbH for damages is excluded regardless of the legal nature of the claim asserted.

The above provisions apply accordingly if the customer requests reimbursement of wasted expenditure instead of a claim for compensation for damage instead of performance.

8. Final provisions
The law of the Federal Republic of Germany applies, regardless of the Customer’s nationality and location. The application of the UN sales law is explicitly excluded.

The parties will endeavor to resolve any disputes through an amicable settlement. If such a regulation is not found, the parties agree that Hamburg will be the place of jurisdiction.

Translations of these terms and conditions serve only as a reading aid. In the case of disputes and questions of interpretation, only the German version is authoritative.

Insofar as designations referring to natural persons are only given in a similar form in this contract, they refer to women and men in the same way. When applying the designation to certain natural persons, the gender-specific form must be used.