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Terms of Business of Rail Management Consultants GmbH
§1 Validity of contract conditions
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§1.1 | All contracts, deliveries and services (including consulting) will be exclusively done according to this terms of business as far as no other agreements are reached in isolated cases. |
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§1.2 | Our services are especially:
- Consultancy for railway operations concerning economical and organizational terms,
- Technical consultancy and support either on site at the client or via means of telecommunication and/or electronic communication,
- Software changes and/or extensions or support
- Installation of the software and programming of necessary interfaces or corresponding support,
- Training of personal of the client on site according to the pricelists;
- Services according to service contracts.
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§1.3 | Conditions in conflict with this terms of business, especially terms of business of the client will not be content of the contract even if RMCon is executing an order without contradicting.
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§ 2 Conclusion of agreements
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§2.1 | Provisional left objects from RMCon to the client will be intellectual property of RMCon. The are not allowed to be copied or given to thirds. Should there be no conclusion of an agreement, the client is obliged to return or to delete these objects. The provisional left objects may not be used anymore. Furthermore the regulations of the terms of business are effective for the provisional obligation especially the clauses concerning the restriction of liability.
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§2.2 | Offers of RMCon are subject to change. Contract declarations of both parties need to be in written form. In case of doubt the offer and the confirmation of order of RMCon will be decisive for the content of contract.
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§2.3 | Acceptances of any kind which requests further obligations for RMCon as mentioned in this contract need the explicit and written confirmation of RMCon.
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§2.4 | Statements concerning guaranties need the explicit and written confirmation of RMCon.
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§2.5 | Verbal collateral agreements need the written confirmation of RMCon to become effective.
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§ 3 Periods and deadlines
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§3.1 | Dates are without obligation if not be confirmed explicitly and in written form by RMCon.
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§3.2 | If RMCon is hindered in the execution of the commisioned work due to strikes, official intervention or other circumstances caused through no fault of RMCon's own, periods will be extended by a appropriate starting-up time when the hindrance is finished. RMCon will inform the client about hindrances in written form.
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§ 4 Prices and payments
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§4.1 | Compensation is according to the official pricelists of RMCon if there is no other written agreement.
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§4.2 | All prices are inclusive VAT if the sales are not released from taxes. RMCon is entitled to invoice parts of the service. Payments are due right after accounting. Cash discounts will not be given. 30 days after maturity RMCon will calculate interests according to the rate for interests on arrears valid in Germany.
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§4.3 | So far the calculation is done according to exependiture the activities will be proofed according to RMCon's activity reports. To make objections against the reports may be made within a fortnight from the date of accounting.
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§4.4 | RMCon is justifiable to demand partial payment when there is no business connection yet to the client, when the delivery is made abroad, when the client is located abroad or when there are other reasons to doubt the punctual payment. If there are any doubts concerning the solvency of the client after conclusion of the contract RMCon may change credit periods and set the payment to be due immediately.
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§4.5 | An offset against the payment may only be done with written, accepted and legal claims. The client cannot transfer his active debts to thirds, irrespective of the rules of § 354 a HGB.
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§4.6 | RMCon reserves the ownership and the entire rights of the objects of the contract till all demands are fulfilled. The client is obliged to inform RMCon immediately in written form about the access of thirds to the rescue property and vice versa to inform thirds about the rights of RMCon.
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§ 5 Rights
RMCon reserves the ownership and the entire rights of the objects of the contract till all demands are fulfilled. The client is obliged to inform RMCon immediately in written form about the access of thirds to the rescue property and vice versa to inform thirds about the rights of RMCon.
§ 6 Material deficiencies and deficiencies in title
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§6.1 | RMCon guarantees that the performance will have the agreed features or, if no features have been agreed, is usable for the intended use as it is common and as the client may expect of deliverages and performances of this kind.
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§6.2 | The client will inform RMCon immediately about deficiencies with an exact description of the problem and all useful and necessary information in written form and free of charge
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§6.3 | RMCon offers first of all guarantee by means of repair
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§6.4 | If the repair fails finally the client may diminish the fee according to legal regulations or may withdraw from the contract or to cancel any existing continuous obligation without notice. For compensation and reimbursement of expenses § 12 of these terms is valid. Other guarantees as far as legal possible are excluded. Claims from legal remedies come under statue of limitations one year from the beginning of the legal guarantee period (§ 438 Abs. 2 BGB).
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§6.5 | The client is incumbent to proof that any restrictive covenants or deficiencies are not caused directly or indirectly due to improper handling, an improper intervention or to the system environment.
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§6.6 | As far as a third is claiming demands which will be in conflict with the agreed right of use the client has to inform RMCon immediately and in written form. Already now the client authorizes RMCon to handle the discussion with the third legally and out-of-court on its own. If RMCon is making use of this authority which is in its dutiful discretion, the client is not allowed to acknowledge the claims of the third without the agreement of RMCon. RMCon is obliged to avert the claims on own costs and to set the client free from all costs and damages due to this as far the case is not based on disloyal behaviour of the client. Instead of this RMCon may fulfil the demands of the third or to replace the questioned objects with other contractual objects. Incidentally are valid the legal regulations for deficiencies in title with a guarantee period of one year.
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§ 7 Liability
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§7.1 | In all cases of contractual or noncontractual liability RMCon pays damages or compensation of vain expenses only
- Complete in case of intention.
- In case of gross negligence and the lack of features for which RMCon has given a written guarantee only to the amount of the expected damage which should have been avoided by the guarantee or the breach of duty.
- In all other cases only in case of breaching an essential duty due to this the contractual aim is endangered but only to an amount of maximum EUR 20.000,-- per case of damage, in all maximum EUR 50.000,-- out of the contract.
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§7.2 | The above mentioned limitations according to paragraph 1 are not valid in case of liability for persons and damages and the liability according to the product liability law.
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§7.3 | RMCon reserves the right to raise an objection for partial blame.
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§7.4 | For all claims of compensation against RMCon or compensation of vain expenses in case of contractual and noncontractual liability - apart from personal damages and intention - a period of limitation of one year will be effective. The period of limitation begins with the point determined in §199 Abs. 2 BGB. It arises latest with the expiry of the maximum period determined in § 199 Abs. 3 and 4 BGB. The different regulation of the period of limitation for claims concerning material deficiencies and deficiencies in title stays untouched from the regulations of this paragraph.
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§ 8 Final regulations
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§8.1 | Modifications and/or riders need the written form for their effectiveness. There are no oral subsidiary agreements.
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§8.2 | Exclusive jurisdiction is Hanover, Germany as far as the client is businessman, a legal entity of the public law or public special assets.
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§8.3 | Valid is only German law without UN sales law.
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Text version