**General Terms and Conditions (GTC) of ISF Fördertechnik GmbH, 51647 Gummersbach**
*Version from 01.01.2019*
### I. Scope
The following General Terms and Conditions (GTC) apply to all current and future contracts between the client (AG) and ISF Fördertechnik GmbH, Hohefuhrweg 27, 51647 Gummersbach, info@isf-foerdertechnik.de.
Deviations from these GTCs, particularly conditions of the AG, are only valid if ISF Fördertechnik GmbH explicitly and in writing acknowledges them.
Side agreements, assurances, and other declarations by employees of ISF Fördertechnik GmbH or third parties engaged by them are only binding if they are expressly confirmed in writing by ISF Fördertechnik GmbH. This also applies to amendments to this clause.
### II. Offer
The offers of ISF Fördertechnik GmbH are, unless otherwise stated, non-binding.
Agreements must generally be in writing.
### III. Order
ISF Fördertechnik GmbH provides engineering services in the form of consultations. This includes, among other things: concept development for the construction/modification/expansion of bulk material handling systems/plants, related cost estimates, suggestions for optimizations, training, and opinions.
The nature and scope of the agreed service are specified in the order, order confirmation, and these GTCs.
Changes and additions to the order require written confirmation by ISF Fördertechnik GmbH.
ISF Fördertechnik GmbH commits to the proper execution of the assigned order in accordance with the legal regulations valid at the time of the order placement, the generally recognized rules of technology, and the principles of economic efficiency.
ISF Fördertechnik GmbH may employ other appropriately authorized parties as agents for contract fulfillment, provided that the self-responsibility of ISF Fördertechnik GmbH is maintained, and may issue orders to them on behalf and at the expense of ISF Fördertechnik GmbH.
The contractually owed service is considered fulfilled upon the delivery of the agreed service.
After completion of the order and payment of the agreed fee, ISF Fördertechnik GmbH shall return the documents provided by the AG for the execution of the order.
### IV. Deadlines and Delays
The services of ISF Fördertechnik GmbH must be provided within the agreed deadlines.
The contractual deadline periods begin upon contract conclusion.
If ISF Fördertechnik GmbH requires documents from the AG for service provision or if the payment of an advance is agreed upon, the agreed deadline is postponed by the time elapsed between contract conclusion and the receipt of the documents or advance.
A prerequisite for meeting the deadlines is that the AG fulfills all obligations that are necessary for deadline compliance in a timely manner.
If non-compliance with the deadlines is demonstrably due to force majeure or other circumstances beyond the control of ISF Fördertechnik GmbH, ISF Fördertechnik GmbH is entitled to postpone the work or, if necessary, suspend it wholly or partially.
In the event of a delay in delivery by ISF Fördertechnik GmbH, the AG may only withdraw from the contract in the case of a delay in performance by ISF Fördertechnik GmbH or impossibility attributable to ISF Fördertechnik GmbH.
The AG may only claim damages for delay alongside delivery if gross negligence or intent on the part of ISF Fördertechnik GmbH can be proven.
### V. Obligations of the Client (AG)
The AG must provide ISF Fördertechnik GmbH with the information and documents necessary for the proper and professional execution of the order.
The AG must ensure that a competent contact person is available during the order processing period, who has access to all necessary information, can make decisions, and ensures the organizational framework conditions for the successful execution of the order.
The AG’s cooperation services are provided free of charge to ISF Fördertechnik GmbH.
The AG must inform ISF Fördertechnik GmbH of any particular risks arising from the nature of the respective project.
The AG informs and instructs the employees of ISF Fördertechnik GmbH about occupational safety and risk assessments.
### VI. Remuneration, Payment, and Default
The remuneration for the services/partial services of ISF Fördertechnik GmbH is invoiced monthly in arrears or according to agreement and is due for payment within 14 days of the invoice date without deduction at ISF Fördertechnik GmbH.
The stated remuneration does not include value-added tax, which will be listed separately in the invoices of ISF Fördertechnik GmbH at the current statutory rate and added to the invoice amount.
Payment instructions, checks, and bills of exchange are only accepted by special agreement, with the calculation of all collection and discount charges, and only as a means of payment.
If the AG defaults on the payment of the remuneration, ISF Fördertechnik GmbH may, after setting a reasonable grace period, withdraw from the contract or claim damages for non-performance.
Subject to the assertion of further damages, interest on arrears at a rate of 5% above the respective discount rate of the Deutsche Bundesbank or, if it no longer sets a discount rate, above the discount rate of the European Central Bank, shall be payable in the event of default.
Offsetting with counterclaims, regardless of the reason, is not permitted.
### VII. Billing Basis
The fees according to the current fee schedule of ISF Fördertechnik GmbH at the time of the contract conclusion apply to the calculation of the services unless a fixed price or another basis of calculation is expressly agreed upon.
ISF Fördertechnik GmbH is entitled to reimbursement for the expenses incurred and documented in the course of its activities. Expenses exceeding the normal level will only be reimbursed if ISF Fördertechnik GmbH has obtained the client's consent beforehand. If ISF Fördertechnik GmbH undertakes travel activities on behalf of the client, the decision as to which means of transport to use rests with ISF Fördertechnik GmbH. ISF Fördertechnik GmbH is entitled to travel expenses according to the valid fee schedule of ISF Fördertechnik GmbH, as well as allowances for meals and accommodation costs according to the statutory flat rates.
ISF Fördertechnik GmbH is obliged to notify the client of any additional hours worked before starting work and to invoice them within eight weeks of their occurrence.
### VIII. Warranty
As far as ISF Fördertechnik GmbH provides consultations, the parties agree that ISF Fördertechnik GmbH does not owe any specific success and it is solely within the decision-making and risk area of the client to make the necessary determinations and decisions resulting from it. This applies particularly to technical designs/dimensioning, calculations, concepts, and cost estimates.
Otherwise, if defects occur during the warranty period, ISF Fördertechnik GmbH may initially use the right to subsequent performance. The subsequent performance is carried out at the discretion of ISF Fördertechnik GmbH by rectifying the defect (repair) or by providing a new service (replacement).
In the case of only minor contractual non-compliance, particularly with only minor defects, the client has no right of withdrawal. If ISF Fördertechnik GmbH is not responsible for the breach of duty represented by a defect, the client is not entitled to withdraw from the contract.
The AG must notify ISF Fördertechnik GmbH of complaints immediately, but no later than one month after receiving the service, in writing with a detailed explanation. After this period, the service is deemed to have been accepted.
### IX. Liability
ISF Fördertechnik GmbH is only liable for damages - regardless of the legal basis - if ISF Fördertechnik GmbH, its legal representatives, or its agents have caused these damages intentionally or through gross negligence, or if ISF Fördertechnik GmbH or its representatives or agents have negligently violated an essential contractual obligation. In the case of a violation of essential contractual obligations, the liability of ISF Fördertechnik GmbH is limited to the contract-typical, foreseeable damage, but no more than the order value related to the damage in question. All further claims for damages are excluded. This also applies to damages incurred during rectification.
Liability for consequential damages is excluded to the extent permitted by law. Liability for indirect consequential damages, including contract-typical consequential damages, is excluded.
Otherwise, the liability of ISF Fördertechnik GmbH is limited to the amount of the professional liability insurance for architects and consulting engineers concluded. The current insurance sums are limited to: Personal injury: EUR 3,000,000; Other: EUR 300,000 per incident, but not more than three times per insurance year.
### X. Confidentiality
ISF Fördertechnik GmbH is obliged to maintain confidentiality concerning all information provided by the AG.
ISF Fördertechnik GmbH is also obliged to maintain confidentiality regarding its services if and as long as the AG can prove a legitimate interest in such confidentiality.
The obligation of confidentiality covers all non-obvious facts.
Upon completion of the order, ISF Fördertechnik GmbH is entitled to publish the service together with the AG’s name on the reference list of ISF Fördertechnik GmbH, provided nothing else has been contractually agreed.
Further claims for damages and the assertion of claims for injunction are excluded.
### XI. Competition and Non-Compete Clause
ISF Fördertechnik GmbH is entitled to work for other clients nationally and internationally. On a project-specific basis, a competition/non-compete agreement can be agreed upon in individual cases to prevent the contractor from working for a company that competes in the client's field of activity. The individual agreement must be in writing and signed by both parties.
### XII. Copyright Protection
ISF Fördertechnik GmbH retains the copyright to the services provided by them, as far as they are eligible for copyright.
In this respect, the AG may only use the documents created within the scope of the service for the purpose for which they were contractually