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2. GTC

Scope

The present GTC shall only apply to merchants within the meaning of Section 14 German Civil Code (Bürgerliches Gesetzbuch – BGB).

The following contractual, service provision, delivery and payment conditions for all services and deliveries provided by us shall be deemed accepted by the principal once the full order is placed. The terms and conditions stipulated herein shall apply even if the principal did not sign the contractual terms stipulated herein and as soon as the principal orders any service with us and these contractual terms and conditions were delivered to the principal or the principal has had reasonable opportunity to gain knowledge of them. By concluding the engagement, the principal also accepts the following terms and conditions.

If the principal concludes an engagement under terms and conditions deviating from the following terms and conditions, only the terms and conditions stipulated herein shall apply, even if we do not or have not contradicted the terms and conditions of the principal. Any deviations shall only apply if they are approved by us in writing. If the principal does not agree with this procedure, it shall inform us immediately and explicitly in a special letter. In such case, we explicitly reserve the right to refuse acceptance of the order. No claims may be raised against us based on this refusal. These terms and conditions shall also apply even if they are not explicitly referred to insofar as they were received by the client and the client has not objected to them as stated above.

Offers

Offers are non-binding and subject to change without notice. Orders based on offers shall only become binding if accepted by us (in writing pursuant to Section 126 b) German Civil Code – Bürgerliches Gesetzbuch - BGB).

Written orders shall be subject to our acceptance.

Deliveries and delivery dates

All deliveries shall be executed as soon as possible. We shall also be entitled to make partial deliveries. Delivery dates shall be non-binding, provided they are marked as binding in writing. Further claims shall be excluded insofar as permitted by law.

Services

• Unless individually provided otherwise, Vrana’s business activities shall be providing independent and free consultancy services to the principal.
• A concrete success shall neither be owed nor guaranteed. The principal shall decide in his sole responsibility on the date and type and scope of the measures recommended by or coordinated with Vrana. This shall also apply if Vrana assists with the implementation of the principal’s plans and measures.
• The concrete content and scope of the services to be provided by Vrana shall be in accordance with the order placed in writing. Vrana shall inform the principal should additional or supplemental services become necessary. In such case, the order will be expanded also by the principal ordering or accepting the additional or supplemental services.
• Vrana shall accept all information as well as documents and figures provided by the principal as correct and complete. Vrana shall not be obliged to either check whether they are correct, complete or accurate or to conduct own researches.  This shall also apply if the plausibility checks or value assessments are to be conducted within the scope of Vrana’s order that only refer to information, statements or documents provided by the principal and do not contain their review.
• According to this contract, providing legal or tax advisory services shall be excluded.
• Disclosure or presentation of written papers or results of Vrana to third parties shall be subject to prior written approval by Vrana and shall only be in the interest and on behalf of the client. The third party shall not be included thereby into the scope of protection of this engagement between the principal and Vrana.  This shall also apply if the third party pays Vrana‘s full or partial compensation instead of the client.

Principal’s duty to cooperate

• Principal shall provide to Vrana complete and correct information and documentation needed to carry out the engagement. Principal shall ensure that principal is the owner of all reproduction rights to the material made available. Principal shall be solely liable inter partes for any damage arising from the violation of a law, particularly with regard to the violation of any copyrights.
• Principal shall issue to Vrana a declaration of completeness confirming that the information and documents are complete and correct and that no indications exist or are known that question their completeness and correctness.

Remuneration

• Unless otherwise agreed in writing, Vrana’s services shall be calculated and remunerated subject to Vranas daily rates plus expenses, incidental expenses, per diem etc.
• Vrana shall be entitled to charge appropriate advance payments for services to be provided or installments for services already provided. Consultancy services shall be provided after payment of the first advance payment invoice.
• If parts or the full requested advance payments, installments or other invoices of Vrana are not paid, Vrana shall be entitled to stop providing its services until full payment of the due amount has been made. In addition, Vrana may terminate the contract without notice if no payment is made after Vrana has sent a reminder. In such case, Vrana shall be entitled to issue an invoice to the principal for either the services actually provided up until the date of termination or for the agreed or projected total remuneration less the expenses saved due to the early termination of the contract.
• Time and remuneration projections of Vrana with regard to the execution of an engagement shall be deemed as unbinding estimation, because the required time may depend on factors out of Vrana’s sphere of influence.
• Should the projected amount of time or remuneration be exceeded based on the principal’s responsibility (e.g. insufficient cooperation on the principal’s part), Vrana’s applicable daily rates shall be paid for any additional scope arising therefrom. The same shall apply for exceedances of up to 30% insofar as they result from other causes.  
• If the actual time period be exceeded by more than 30% of the projected time, the principal shall be informed by Vrana and given the opportunity to choose whether to terminate the engagement and pay for the services provided up to the specific point or to continue the engagement and pay the daily rate due for the additional time needed to fulfill the engagement.
• Customers acting on behalf of third parties shall remain liable towards Vrana until the payment of their principal is received by us.
• The principal shall only be permitted to set off against undisputed or final counter-claims. Otherwise the right to set off shall be excluded. If the customer is a consumer, he/she shall be entitled to exercise his/her right of retention only if his counter-claims are undisputed and legally binding.

Terms of payment

• The remuneration agreed with Vrana shall be net (euros) plus applicable VAT.
• Vrana’s invoices shall be due without deductions as of receipt by the client. Preliminary invoices and advance payments shall be transferred to Vrana’s bank account within 5 calendar days after the date of invoice at the latest. Final invoices shall be paid to the account indicated by Vrana at the latest 15 calendar days after they become due.
• If the principal is not a consumer, he/she purchaser is in payment default as soon as the agreed upon payment date has passed; no reminder is necessary in this case. From the time the customer enters into default, we shall be entitled to demand default interest in the amount of 8 % above the base lending rate; however at least 10% of the invoice amount. Should the statutory interest rate is below the minimum interest rate, the principal shall be entitled to prove that a lower loss of interest has arisen.

Liability

• Vrana’s liability for any neglects of duty of the contract as well as for tort is restricted  to intention and gross negligence. This shall not apply to injuries, death and impairments to the health of the ordering party, claims for violation of cardinal duties, i.e. duties arising out of the nature of the contract and whose violation would compromise the attainment of the purpose of the contract, as well as the reimbursement for damage caused by the delay (Section 286 German Civil Code – Bürgerliches Gesetzbuch – BGB)
• In this regard, Vrana shall be liable for every degree of fault – in the event of default in performance, the obligation to pay compensation for every full week of delay shall be limited to 0.5% of the net engagement volume and in total to 5% of the net engagement volume. With regard to the violation of cardinal duties, the liability shall be limited to the foreseeable damage.
• Any information, declarations, advice or recommendations made verbally or by phone shall be made to the best of Vrana’s knowledge. However, they shall only be binding if confirmed in writing.

Warranty

If Vrana provides works, the following warranty shall apply: 

• For any errors Vrana shall grant warranty by providing rectification. If rectification fails, the customer may, at his own discretion, demand a reduction of the remuneration (reduction) or a cancellation of the contract (rescission).
• This shall also apply if Vrana seriously and finally refuses to rectify the defects.
• The customer shall, however, not be entitled to rescission if the breach of duty is of minor importance.
• Any claims shall become statute-barred 1 (one) year. This shall not apply insofar as the claim for damages arises on the basis of defect. For claim for damages based on defects, the aforementioned liability provisions shall apply.
• The customer shall not receive guarantees in the legal meaning from Vrana.

Final provisions

• Persona data of the principal needed for the business may be stored.  Vrana undertakes to treat confidentially all information disclosed to Vrana within the scope of the engagement.
• Any changes or amendments to the engagement or the General Terms of Contract shall be in writing in order to be valid. However, this shall not apply to engagement extensions in accordance with these provisions. Implied changes to the engagement or the General Terms of Contract shall be excluded.
• Principal’s claims or rights against Vrana shall not be assigned without Vrana’s approval, unless the client has proven that it has a legitimate interest in assigning or pledging its claims or rights.
• The law of the Federal Republic of Germany shall exclusively apply. The place of fulfillment for all services shall be Munich. The exclusive place of jurisdiction for all disputes arising from the order shall be Munich insofar as the client is a business person, a legal entity under public law or a separate asset under public law.