General Terms and Conditions (GTC)

 

1. Subject terms of contract

Our offers, deliveries, and services are made exclusively on the basis of these General Terms and Conditions. Therefore, they also apply to all future business relationships, even if they are not explicitly agreed on again.

At the latest, with the acceptance of goods or use of the service, these conditions are considered acceptable. Counter-confirmations of the buyer with the reference to his business or purchase conditions are hereby contradicted. Deviations from these General Terms and Conditions are only valid if we confirm them in writing.

2. Conclusion of contract

Unless otherwise agreed, our offers are always non-binding. All contracts are only concluded upon receipt of our written order confirmation, at the latest with the execution of the delivery or service. The correction of typographical errors or falsity remains reserved.

3. Prices

All prices are net prices in Euro and do not include packaging and statutory VAT. Printing errors and falsity in the pricing remain reserved. The prices credited are the ones on the day of invoicing.

In the case of consulting services, the prices stated in the underlying overview of services for the execution of the work are valid until the planned end of the order/project. The scope of services for seminars can be found in the underlying overview of services or the seminar description. For seminars on our premises, work documents, daily lunches, and refreshments are included in the price. Travel expenses and accommodation costs of the participants are not included in the price. A temporary participation that is not our fault, does not entitle to a reduction in fees.

All prices, with the exception of explicitly stated hourly rates, or if not otherwise expressly stated in the offer, do not include any expenses such as travel costs, accommodation, etc. The customer confirms by his order letter that he reimburses us for all expenses incurred after receiving a corresponding list.

4. Delivery

The delivery of hardware and software is made on account and risk of the recipient. The delivery date refers to the departure from the warehouse. The deadlines quoted by us are non-binding unless expressly agreed otherwise. The observance of a delivery period designated as binding requires the timely fulfillment of contractual obligations of the buyer. In case of force majeure, including material defects, breakdowns, business disruptions, staff shortages, strikes or official actions—respectively also at our suppliers—as well as not proper or timely self-delivery, we are entitled to withdraw completely or partially from the contract. If this exceeds the originally agreed delivery time by more than two months, the customer has the right to withdraw from the contract. Claims for damages are mutually excluded in this case. Transport damage must be reported immediately and in writing to the post office, the railway, or the forwarder.

The right for partial deliveries and partial services and their invoicing remains explicitly reserved. If the reason for the delay is within the control of the customer and we are not responsible, we are entitled to store the goods at the expense and risk of the buyer. The notification of readiness for dispatch has the same effect as the delivery. Unless agreed otherwise, we are entitled, but not obligated, to insure the goods against transport risks of all kinds at the expense of the buyer. This, as well as a possible takeover of transport costs, has no influence on the transfer of perils.

5. Payment

Unless there is an individual contract, the applicable participation fees or prices result from the current event program (print, email, or internet). The fees or purchase prices are to be transferred immediately to the account stated after invoicing without deduction and under indication of the invoice number. Partial invoices can be provided.

Profindis reserves the right to dictate cash and advance payments for events as a prerequisite for participation. All prices are net prices, plus applicable VAT (exceptions according to § 4 No. 21 USTG are marked separately with “AVECA”). Should a statutory increase of turnover take place after the publication of the catalogue, Profindis is entitled to charge the increased VAT amount.

Payments are due immediately after invoicing without any deduction unless agreed otherwise. From the due date, the purchase price is subject to interest at 5 %. If the buyer falls behind with the payment of the purchase price (from the first payment reminder), he shall pay the purchase price 5 % above the current bank rate of the Deutsche Bundesbank. In addition, we are entitled to demand a flat fee of 3 Euros and to withhold or postpone further deliveries or services to the buyer until receipt of payment. Irrespective of a provision of the buyer, we are entitled to apply incoming payments to costs and interest first and, in the case of several outstanding bills, to the oldest claim. The right to assert any further damage caused by delays remains unaffected. The maintenance or assertion of the right of retention due to counterclaims not recognized by us or not determined in time is excluded.

As far as circumstances or information indicate a bad economic situation of the customer, we can alternatively demand deliveries/services step by step against cash payment, advance payment, or security deposit at any time. All outstanding claims, including those for which we have accepted bills of exchange or agreed on payment in installments, are due immediately.

If your employees are demonstrably constrained in the fulfillment of an order by the client or third parties who are in a business relationship with the client, we have the right to withdraw from the order, at which however, 30 % of the contract value of the affected project section must be paid as an allowance to us.

6. Returns

Returns of defective goods won’t be accepted by us for credit unless the return is done with our prior consent. For an agreed return of faultless goods, we charge a cost share of 20 % of the net goods value. The return must be free of charge, in original packaging, and perfect condition. Order changes and cancellations must be in written form.

Warranty/Complaints: Statutory, 6 months, starting no later than one week after receipt of the goods/service. Visible defects must be reported immediately after delivery, hidden defects immediately after their discovery in written form with a precise statement of the reasons.

7.1 Cancellations

In the event of cancellation of orders already issued in writing, we charge 10 % of the order value for costs already incurred before the start of the project and after the start of the project for all delivered services so far, but at least 30 % of the order value.

7.2 Cancellation of seminars/workshops

Already booked and confirmed seminars/workshops can only be canceled free of charge up to 21 calendar days prior to the execution date. If you cancel up to 14 days before execution date, we charge 50% of the order amount. For cancellations up to 7 days before execution date, we charge 80% of the order amount. Failure to comply with this deadline or in case of not showing up the full fee will be incurred. The postponement of participation to another appointment or the participation of a replacement person is possible free of charge.

7.3 Cancellation of appointments

We reserve the right to cancel appointments or change dates for organizational reasons, which, of course, take place in coordination with the participants. In case of a cancellation by us, you will receive already paid fees back. Further claims do not exist.

8. Reservation of proprietary rights

The contractual product remains our property until the fulfillment of all, including future, claims arising from this contract and, in addition, the entire business relationship with the customer. The customer is entitled to pass on goods in the proper course of his business under the reservation of proprietary rights, however not, for pledging or transfer of security in any form. In the case of access to reserved goods by third parties, the customer must point out our ownership and inform us immediately in writing. When reselling to third parties, the customer is responsible for ensuring that the third party takes our rights into account. The reserved goods are reworked and reprocessed on our behalf as a manufacturer as per § 950 BGB without any obligation on our part.

9. Warranty

The parties are aware that, according to the state of the art, it is not possible to exclude all errors in software or hardware under all applications. We cannot be held accountable and liable for defective software and hardware not manufactured by us. Regardless, we pass on any further warranty and warranty claims of manufacturers in full to the customer, without being responsible for it.

9.1 Warranty for delivered Goods

For delivered goods there is a statutory right of defect liability. The warranty is based on the statutory provisions and the following regulations.

9.1.2 Warranty Period for Consumer

If the customer acts as a consumer, the warranty period for used goods is one year from delivery of the goods. This does not apply,

a. insofar as it relates to liability for damages resulting from injury to life, limb or health and is based on an intentional or negligent breach of duty by Profindis GmbH or on a willful or negligent breach of duty by one of its legal representatives or one of its vicarious agents.

b. insofar as it concerns the liability for other damages and this is based on an intentional or grossly negligent breach of duty by the user or a willful or grossly negligent breach of duty by its legal representative or vicarious agent.

9.1.3 Warranty Period for Entrepreneurs

If the customer acts as an entrepreneur, his claims due to defects in the goods expire one year after receipt of the goods; the statutory limitation of recourse claims (§ 479 BGB) remains unaffected. In addition, the warranty for used goods is excluded.

9.1.4 Claims for Damages

The periods of limitation specified in points 9.1.2 and 9.1.3 do not apply to claims for damages in the case of intent or fraudulent concealment of a defect or insofar as Profindis GmbH has assumed a guarantee for the quality of the delivery item. In addition, they do not apply to claims for damages due to material defects in cases of injury to life, body or health, claims under the Product Liability Act, gross negligence or culpable violation of essential contractual obligations. Significant contractual obligations are those contractual obligations whose fulfillment enables the proper execution of the contract in the first place and on the compliance of which the contractual partner may regularly rely, and whose violation on the other end jeopardizes the achievement of the purpose of the contract.

9.1.5 Self-responsible damage

Damage caused by improper or non-conforming measures of the customer during installation, use, connection, operation or storage does not establish any claim against Profindis GmbH. In addition, the warranty is void if the contract product is improperly installed, independently serviced, repaired or modified by the customer or third parties that do not meet the installation requirements, unless the customer proves that these circumstances are not the cause of the claimed defect. The warranty shall also be canceled if, without our consent, original technical marks are removed or changed.

9.2 Warranty of Services provided

The warranty claims against us become time-barred after two weeks after provision of the service. Warranty claims are not transferable. In case of warranty, we will do the repair. If we do not remedy defects in a reasonable, written grace period, the customer is entitled to demand either the withdrawal of the contract or a reasonable reduction in the purchase price. In the case of rectification, we assume all labor costs. All other incidental and consequential costs shall be borne by the customer insofar as these costs are not disproportionate to the order value.

10. Copyright

The forwarding of information and documents received from us in other projects requires our explicit permission.

Likewise, we obligate ourselves to keep all data concerning the underlying contract confidential for the purposes of data protection and to oblige all employees involved to maintain secrecy.

We reserve all rights, including those of translation, reprinting, and duplication of the training documents or parts thereof.

No part of the training materials may be reproduced in any form or by any means, including for educational purposes, or processed, duplicated, distributed, or used for public purposes with the use of electronic systems. Likewise, it is not allowed to bring your own computers to seminars that take place on our premises or those of our cooperation partners or to make copies of software without our prior written consent.

11. Liability

Our liability is limited to such damages that could be reasonably expected when the contract was concluded according to the then known circumstances. Claims for compensation for direct or indirect damages, such as consequential damages, opportunity costs, downtime, data loss, or loss of profit as well as installation and removal costs are excluded. This also applies to faulty software and hardware from third-party manufacturers. Liability is limited to the current repair value of the facility concerned.

Our liability for intentional and grossly negligent behavior, for warranted properties and in accordance with the regulations of the Product Liability Act remains unaffected by the aforementioned limitations of liability. The personal liability of our employees, who have acted as vicarious agents of us, is excluded.

The claims for damages expire six months after delivery or service provision. Warranty claims against us are only available to the direct buyer and are not assignable.

12. General provisions

The customer is not entitled to transfer his claims from the contract.  The place of performance for the delivery of the contractual products and place of jurisdiction for all legal disputes is Karlsruhe. These General Terms and Conditions are governed by the legal regulations, being applicable in the Federal Republic of Germany. The Uniform Purchase Act (EKG) and the Uniform Contract Law (EAG) are excluded.

Should one or more provisions of these General Terms and Conditions be or become ineffective or should the wording of the contract contain a loophole, the contracting parties shall replace or supplement the ineffective or incomplete provision by an appropriate provision which corresponds as much as possible to the economic purpose of the intended regulation. The validity of the other provisions remains unaffected.