Terms & Conditions
GTC Trenkwalder Business Solution GmbH
§ 1 Scope of application
For all contractual relationships between Trenkwalder Business Solution GmbH, Werner-Eckert-Strasse 6, 81829 Munich (“Trenkwalder Business Solution”) and the customer, the following General Terms and Conditions (“GTC”) apply exclusively in the version valid at the time the contract was concluded.
General terms and conditions or other pre-formulated provisions of the customer do not become part of the contract. Not even if reference is made to them in orders, emails or other documents and Trenkwalder Business Solution has not expressly objected.
Agreements deviating from these GTC, which were concluded in writing by means of an individual or framework agreement between Trenkwalder Business Solution and the customer, take precedence over the provisions of these GTC.
§ 2 Written form
Changes to these GTC require the written form to be effective. The cancellation of the written form requirement according to Sentence 1 also requires the written form.
§ 3 Partial nullity
If individual provisions of these GTC are or become ineffective in whole or in part or cannot be carried out in accordance with the original contractual purpose, this shall not affect the validity of the remaining provisions. An ineffective provision shall be replaced by an effective one that comes as close as possible to the meaning and purpose of the ineffective provision.
In the event of partial nullity, pursuant to § 3 para. 1, instead of the ineffective or unenforceable provision the contracting parties have to make one that corresponds as closely as possible to the economic purpose of the original provision. A gap in regulation is to be filled by a supplementary provision of the parties, which corresponds as far as possible to the economic purpose of the GTC and the individual or framework agreement.
§ 4 Contract initiation and conclusion of contract
A contract is generally concluded when the customer accepts the offer from Trenkwalder Business Solution without reservation. Such an acceptance can also take place if Trenkwalder Business Solution sends the customer an offer and the customer then requests Trenkwalder Business Solution to provide the service.
§ 5 Price adjustment
Trenkwalder is entitled to increase the agreed remuneration rates by 5% for the first time after the expiry of 12 months after the start of the contract and at most once a year with a notice period of three months in accordance with changing market conditions, in the event of significant economic changes, changes in VAT and in accordance with the current cost development at Trenkwalder. As soon as the remuneration increases by more than 5%, the customer is entitled to terminate the contract extraordinarily at the time the increase takes effect with a period of six weeks after receipt of the request for an increase. A price adjustment shall be announced by email to the address provided for contract communication.
§ 6 Contract documents
The contract consists of the individual agreement and these General Terms and Conditions, unless further documents are attached as annexes in the individual agreement or further documents are expressly referred to in the individual agreement (collectively “contract”).
§ 7 Ranking
In the event of contradictions between the individual agreement, these GTC and any other documents, the provisions shall apply in accordance with the following descending order of priority:
a. the provisions of the individual agreement,
b. the provisions of these General Terms and Conditions, and
c. if applicable, the provisions of the other documents
§ 8 Reference naming
Unless the customer expressly objects in text form (in writing, by email / fax), Trenkwalder Business Solution expressly reserves the right to name the customer as a reference, stating the service/s provided.
§ 9 Compliance with data protection regulations
All information provided is subject to data protection regulations. Accordingly, the documents provided are only to be used for the intended purpose and returned after the purpose has been achieved or destroyed in compliance with data protection regulations. Storage or archiving beyond the intended purpose or disclosure to unauthorised third parties is not permitted.
§ 10 Applicable law and jurisdiction:
The law of the Federal Republic of Germany applies exclusively to all legal transactions between Trenkwalder Business Solution and the customer.
The place of jurisdiction for all disputes arising from the contractual relationship between Trenkwalder Business Solution and the customer is Munich. This also applies if the customer has its registered office abroad. Trenkwalder Business Solution expressly reserves the right to assert legitimate claims against the customer in court at its general place of jurisdiction.
§ 11 Type and scope of services
The range of services offered by Trenkwalder Business Solution includes various services, in particular the handling of the following processes: IT services, call centre management - CRM (inbound & outbound), supply chain management, outsourcing of recruitment processes (RPO), remote and home agent-based work solutions, in particular flexible and customised work solutions for B2B and B2C back-office and CRM services, human resources management; finance and accounting; in-house logistics; industry-specific administrative work; electronic data processing; production-related services; picking and packing; inventories and stocktaking; quality management and sorting. The services agreed in individual cases are determined either according to the last project offer from Trenkwalder Business Solution or a project contract concluded in writing between Trenkwalder Business Solution and the customer (collectively “individual agreement”).
§ 12 Organisation of the service provision
If the contract does not make any specifications, Trenkwalder Business Solution is free to organise the provision of services at its own discretion. In this regard, Trenkwalder Business Solution will give due consideration to the legitimate interests of the customer.
§ 13 Place of performance
Insofar as the contract does not make any stipulations, (i) the service will be provided at the location that results from the nature of the service, (ii) in case of doubt, at the registered office of Trenkwalder Business Solution.
§ 14 Time of performance
Time specifications are non-binding unless they have been expressly marked as binding.
If a time is specified in days, this means working days with the exception of statutory national holidays, unless something else is expressly specified (e.g. calendar days).
§ 15 Affiliated companies
Trenkwalder Business Solution may provide the agreed services with the support of affiliated companies which, irrespective of an entry in the commercial register or another public register, are in the worldwide Trenkwalder Group network or affiliated with a company integrated in the network, or which were founded to take over the business of Trenkwalder Business Solution or are otherwise authorised to do so.
§ 16 Subcontractors
Trenkwalder Business Solution may use subcontractors to fulfil obligations of Trenkwalder Business Solution. Trenkwalder Business Solution remains responsible to the customer for fulfilling the obligation.
Trenkwalder Business Solution is liable for the behaviour of subcontractors as if it were its own fault in accordance with § 278 German Civil Code (BGB) within the framework of the agreed limitations of liability.
§ 17 Duty of the customer to cooperate
In order to be able to provide its own services properly, Trenkwalder Business Solution is dependent on the customer fulfilling the performance obligations assigned to it in the individual agreement and creating the conditions for the performance of the service by Trenkwalder Business Solution specified in the individual agreement. The customer provides these services as agreed, at its own expense, completely and on time.
In order to fulfil its obligations, Trenkwalder Business Solution regularly relies on the support of the customer. The customer shall therefore support Trenkwalder Business Solution to the extent necessary in providing the agreed services. The obligations of the customer to cooperate are specified in the following and, if necessary, in the individual agreement. The customer is responsible for providing the agreed cooperation obligations as agreed, at its own expense, completely and on time.
§ 18 Information obligation of the customer
The customer shall provide Trenkwalder Business Solution with all information and documents that are required to provide the agreed services. The customer shall inform Trenkwalder Business Solution as quickly as possible of any changes to the IT system or the data to be processed that may affect the services to be provided by Trenkwalder Business Solution, particularly with regard to effort, time and costs.
§ 19 Provision of IT infrastructure and rooms
If the employees of Trenkwalder Business Solution have to work at the site of the customer in order to provide the contractually agreed services, the customer shall provide separate rooms for Trenkwalder Business Solution at its own expense, computers that have been checked by the customer and integrated into its IT infrastructure, and an internet connection that corresponds to the standard. The customer remains responsible for providing appropriate backup, security and virus checking programs on the entire IT infrastructure at its own expense.
§ 20 Remuneration
Unless otherwise agreed in the individual agreement, the customer pays for the agreed services of Trenkwalder Business Solution according to the time and material used.
The remuneration for the cost of materials results from the individual agreement.
If the parties have expressly agreed a fixed price for certain Trenkwalder Business Solution services in the individual agreement, the customer shall remunerate these Trenkwalder Business Solution services by paying the fixed price. The amount of the fixed price results from the individual agreement
§ 21 Taxes
1. All prices are net prices and are payable plus any taxes and duties. The customer is obligated to pay all legally prescribed applicable taxes (in particular VAT) and duties to Trenkwalder Business Solution or to the responsible authority.
§ 22 Invoicing
Invoices are issued monthly, unless the parties have agreed on a fixed price.
Fixed-price services shall be invoiced as soon as the relevant services have been provided by Trenkwalder Business Solution.
All invoices are in EURO and are to be paid in this currency, unless another currency has been expressly agreed.
Invoices are payable within thirty (30) calendar days of the invoice date, unless other payment terms have been expressly agreed. If payment is delayed beyond the above payment period, the applicable interest rate is 5 percentage points above the base rate per month.
In the event of late payment, Trenkwalder Business Solution reserves the right to suspend the provision of services temporarily and to charge default interest on invoice amounts that have been due for more than 30 calendar days. The interest rate is 5 percentage points above the base rate per month.
§ 21 Liability
Trenkwalder Business Solution is liable without limitation in the event of intent and gross negligence, in the event of injury to life, limb or health, in the case of an assumed guarantee or under the Product Liability Act. The liability of Trenkwalder Business Solution is limited to 100% of the respective order value if Trenkwalder Business Solution breaches an essential contractual obligation. An essential contractual obligation exists in the case of contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely. However, this limitation of liability does not apply in the cases of the previous paragraph in which Trenkwalder Business Solution has unlimited liability. Subject to the above provisions, the liability of Trenkwalder Business Solution is excluded. Claims for damages by the customer for which liability is limited under this clause shall become statute-barred after one year calculated from the statutory commencement of the limitation period. This does not apply to claims arising from tort.
§ 23 Duration and termination
An individual agreement begins on the date specified in the individual agreement (“contract start”). If no such date has been agreed, the individual agreement begins on the day the contract is signed by both parties. Before the start of the contract, Trenkwalder Business Solution is entitled, but not obliged, to begin the acceptance of the services.
The term of the individual agreement ends with the provision of the agreed services, unless the parties have agreed a different term in the individual agreement or the individual agreement has been terminated beforehand in accordance with the following provisions.
An individual agreement can be terminated by either party at any time in writing, without prejudice to the provisions on extraordinary termination, subject to a period of notice of 30 calendar days.
If the customer terminates an individual agreement prematurely, the customer must bear the costs incurred by Trenkwalder Business Solution as a result of the premature termination. This includes, in particular, remuneration for subcontractors and rescheduling costs. Trenkwalder Business Solution makes every reasonable effort to keep these costs as low as possible. If Trenkwalder Business Solution can prove that the Trenkwalder employees intended for the provision of the services cannot be deployed elsewhere in whole or in part, the customer must provide Trenkwalder Business Solution with the same amount as would have been the case if the employees had been deployed for the customer in accordance with the contract; however, insofar as Trenkwalder Business Solution employees could be partially deployed elsewhere, Trenkwalder Business Solution will allow this to be offset against the amount to be remunerated by the client.Extraordinary termination
In addition to ordinary termination, the parties are entitled to terminate individual agreements extraordinarily for cause in accordance with the statutory provisions. In particular, such extraordinary grounds for termination exist for (i) the customer if Trenkwalder Business Solution breaches essential obligations from an individual agreement and does not remedy this breach of obligation after a reasonable period of grace set by the customer and (ii) for Trenkwalder Business Solution if the customer breaches essential obligations from the individual agreements and does not remedy this breach of obligation after a reasonable period of grace set by the customer or if there is a considerable deterioration in the economic circumstances of the customer.
§ 24 Soliciting employees
Neither party may, during the term of an individual agreement or within 12 months after the early termination or expiry thereof, without the prior written consent of the other party, solicit employees of the other party who are assisting or have assisted in its service. In the event of a breach of the above provisions, the party in breach of contract undertakes, at the request of the other party, immediately to pay a contractual penalty in the amount of one year’s salary of the solicited employee. The payment of the contractual penalty does not exempt from the payment of further damages.