GTÜ Certification GmbH
GTÜ Certification Technical Service Category C – Terms and Conditions
1. Scope
1.1 These terms and conditions apply to all services and ancillary services provided by GTÜ Certification GmbH to an entrepreneur as a client insofar as they are not departed from in individual contracts.
1.2 “Entrepreneur“ means a natural or legal person or a partnership with legal personality who or which, when concluding a legal transaction, acts in exercise of their trade, business or profession (Civil Code § 14.1).
1.3 The terms and conditions of GTÜ Certification GmbH apply exclusively. Additional, contrary or different conditions of the client will not become an integral part of the contract unless GTÜ Certification GmbH expressly agrees to their applicability in writing.
1.4 The terms and conditions also apply to all future orders of the client.
1.5 Contrary, additional or different individual agreements between the parties from these terms and conditions will only become an integral part of the contract if they are confirmed by GTÜ Certification GmbH in writing. This also applies to cancellations of this requirement of written from.
1.6 Rights due to GTÜ Certification GmbH over and beyond these terms and conditions under statutory regulations or other agreements remain unaffected.
2. Contractual purpose, contract conclusion
2.1 The purpose of the contractual basis between GTÜ Certification GmbH and the client is the performance of initial assessments, reviews and evaluations of processes to ensure the conformity of production and similar services, as well as the provision of other services of a Technical Service in Category C.
2.2 Client queries by mail, fax, email or telephone are not binding. They merely represent an invitation for GTÜ Certification GmbH to supply the client with a binding offer for the conclusion of a contract.
2.3 GTÜ Certification GmbH supplies the client with a written proposal concerning the services to be provided by GTÜ Certification GmbH based on the information provided by the client. The offer is binding for GTÜ Certification GmbH. A contract is concluded if the client accepts the offer within two weeks after its receipt or, if the offer specifies a later acceptance deadline, within this acceptance period, by mail, fax or email to GTÜ Certification GmbH.
2.4 Amendments and changes of the order as well as ancillary agreements require written confirmation by GTÜ Certification GmbH.
2.5 GTÜ Certification GmbH reserves the right to cancel offers or order confirmations if the client has deliberately communicated false information. In the event of a cancellation, GTÜ Certification GmbH will invoice the client with all activities accrued by then.
3. Service provision by GTÜ Certification GmbH
3.1 GTÜ Certification GmbH will execute the client’s orders in keeping with the applicable rules for audit performance. GTÜ Certification GmbH will inform its clients of changes in the audit procedure.
3.2 The service scope and service fees of GTÜ Certification GmbH are exclusively based on the offer provided by GTÜ Certification GmbH.
3.3 The parties agree that GTÜ Certification GmbH does not owe any specific contentual results. The client is not permitted to issue instructions to GTÜ Certification GmbH that falsify the latter’s actual findings. Drawing conclusions from the results of GTÜ Certification GmbH is the sole responsibility of the client.
3.4 GTÜ Certification GmbH undertakes to treat all information and documents provided to it as part of the contractual relationship confidentially, to only use them for the agreed purpose, and not make them available to third parties not involved in the audit procedure.
4. Client duty to cooperate
4.1 The client accepts the auditing rules of GTÜ Certification GmbH as well as the processes and approaches based on them.
4.2 The client undertakes to make all the information and documents required for the due performance of the audit assignment available in full and truthfully by the agreed deadlines.
4.3 The client additionally ensures that GTÜ Certification GmbH’s auditors are provided with suitable premises for performing the audit.
4.4 The client is required to immediately inform GTÜ Certification GmbH of all major changes concerning the client’s management system and requiring a review of the conformity with standards. This also includes objections and complaints raised by third parties against the management system and/or the client’s portrayal of the management system to the outside (advertising).
4.5 In the portrayal of the client’s management system to the outside, the client undertakes to comply with the rules intended for this by GTÜ Certification GmbH.
4.6 The client agrees to GTÜ Certification GmbH publishing the company’s name and address along with the respective status of the procedure.
4.7 GTÜ Certification GmbH will inform the client of the client’s duties as the manufacturer, and oblige the client to comply with them, by way of a separate agreement. The client’s acceptance of the aforementioned agreement’s contents by signing the contract is required to obtain approvals. GTÜ Certification GmbH will only start its contractually agreed activities once the signed agreement has been provided to it.
5. Assignment execution periods, deadlines
5.1 Assignment execution periods and deadlines are only binding if they have been agreed in writing as a minimum, or confirmed by GTÜ Certification GmbH in writing. The assignment execution period starts upon contract conclusion at the earliest. If the client is required to provide documents or information (see 4.2), agreed periods will only start upon their complete provision. Assignment deadlines will be postponed in a commensurate manner if the client fails to provide documents or information completely on time.
5.2 Should GTÜ Certification GmbH be unexpectedly unable to meet due dates and deadlines, the client will be informed of this in due time. GTÜ Certification GmbH’s failure to meet deadlines does not entitle to the assertion of delay damages or other compensation for damage.
6. Invoicing, due date, payment terms
6.1 The client is required to pay GTÜ Certification GmbH the agreed fees for the provided services plus statutory VAT. Payments are made in euros and/or the respective national currency upon previous written agreement. Discounts cannot be granted.
6.2 GTÜ Certification GmbH is entitled to demand prepayments based on the progress of services. The same applies in the event of well-founded suspicions that a client is financially or economically impaired and a timely or full payment could be jeopardized by this. GTÜ Certification GmbH can moreover demand guarantees or other sureties for the full price or partial amounts.
6.3 The client agrees to the digital transmission of invoices by email.
6.4 GTÜ Certification GmbH’s invoices are payable within 14 days after invoicing insofar as no other payment deadlines have been agreed in writing. Invoiced amounts are payable including the separately detailed VAT and without deductions, stating the invoice number, to one of GTÜ Certification GmbH’s accounts detailed in the invoice form. Bank charges for payments in foreign currencies are borne by the client.
6.5 The client can only offset against claims that are undisputed or determined without further legal recourse. The client can moreover only assert retention rights if the client’s counterclaim is based on the same contractual relationship or if the client is due undisputed counterclaims.
6.6 In the event of payment delays, the client owes default interest as an entrepreneur amounting to 9 percentage points above the annual base rate. GTÜ Certification GmbH is also entitled to prove and assert higher default damages.
6.7 If the client defaults on payments, GTÜ Certification GmbH can make the performance or further performance of the assignment conditional upon invoice payment. If the client continues to default on invoice payment despite the granting of a grace period, GTÜ Certification GmbH can withdraw from the contract and/or demand compensation for damages.
7. Objections and complaints
The client is at liberty to raise objections or complaints against GTÜ Certification GmbH’s decisions in writing. The client is additionally entitled to raise objections and complaints against the certification authority and/or persons who have provided services for the client at the certification authority’s behest. Objections and complaints need to be addressed to GTÜ Certification GmbH in writing within 30 days after the provision of the service.
8. Discontinuation of audits
If the client is unable or unwilling the ensure the due performance of an audit in keeping with its rules, GTÜ Certification GmbH is entitled to discontinue the audit. In this case the client is required to reimburse GTÜ Certification GmbH with the proportional fees and incurred costs.
9. Withdrawal or suspension of certifications
Certifications can be withdrawn by GTÜ Certification GmbH if their holder is unable or unwilling to comply with the contractual requirements, demands or rules of GTÜ Certification GmbH, or repeatedly uses the certification for advertising in a dishonest and/or misleading manner. If a certification needs to be withdrawn or suspended for special reasons, the company is prohibited from engaging in advertising activities or using advertising media containing references to the previously applicable status after gaining knowledge of this withdrawal or suspension. The same applies to expired certifications.
10. Right to work results
10.1 All rights to work results remain with GTÜ Certification GmbH.
10.2 The client is only permitted to use the services provided by GTÜ Certification GmbH, especially audit reports and expert opinions as well as other documents, for the purpose they have been issued or provided for in keeping with the agreements made when the order was placed. The publication, public use and forwarding of work results as well as working papers, documents and other resources of GTÜ Certification GmbH to third parties moreover requires previous approval by GTÜ Certification GmbH in writing. In the event of contraventions, GTÜ Certification GmbH reserves the right to assert damage compensation claims.
11. Data protection
11.1 GTÜ Certification GmbH is permitted to gather, use and forward (insofar as possible and required in an anonymised form) the findings its gains knowledge of in the performance of the assignment to the extent permitted by applicable statutory regulations.
11.2 GTÜ Certification GmbH is entitled to create and archive copies and/or records of the documents and information provided to it in writing or electronically for documentation purposes.
11.3 In exercising its rights as per 12.1 and 12.2 above, GTÜ Certification GmbH will comply with the statutory data protection and data security regulations.
12. Confidentiality
12.1 GTÜ Certification GmbH personnel tasked with the monitoring is committed to maintaining confidentiality vis-a-vis third parties. Information on the contents of the contract and findings made in its performance must only be provided with the company’s consent. This does not apply to requests for information by courts of law or authorities in the cases detailed by statutory regulations, or to the publication of contract conclusions.
12.2 Where GTÜ Certification GmbH is legally required or contractually permitted to disclose confidential information, the client or person concerned must be informed of this information by GTÜ Certification GmbH insofar as this is not legally prohibited.
12.3 All documents and information provided to GTÜ Certification GmbH are kept strictly confidential.
13. Liability
13.1 The liability of GTÜ Certification GmbH is unlimited
- in the event of deliberate intent or gross negligence
- for injury to life, body or health
- for product defects
- for rendered guarantees
- insofar as GTÜ Certification GmbH has assumed a procurement risk.
13.2 GTÜ Certification GmbH is only liable for minor negligence insofar as major contractual obligations (so-called cardinal duties) that arise from the nature of the contract and are of special importance for realizing its purpose are violated. In the event of such obligations being violated, of delay or impossibility, GTÜ Certification GmbH’s liability is limited to damages whose occurrence is typically to be expected as part of this contract.
13.3 No further liability applies to GTÜ Certification GmbH. GTÜ Certification GmbH is particularly not liable for the non-recognition of certifications by third parties or non-fulfilment of the client’s mere expectations.
13.4 The liability limitations above also apply to the personal liability of GTÜ Certification GmbH’s employees, representatives, bodies and auxiliary agents.
13.5. The limitation period for client claims against GTÜ Certification GmbH and its auxiliary agents amounts to one year. Claims as per sections 13.1 and 13.2 are expressly excluded from a shortened limitation period.
14. Force majeure
In the event of force majeure, GTÜ Certification GmbH is released from the fulfilment of its contractual obligations as a whole or in parts. Force majeure particularly includes: fires, floods, earthquakes, political unrest, pandemics and/or epidemics, or war. Should the force majeure persist for longer than six months, GTÜ Certification GmbH is entitled to refuse any further fulfilment of its contractual duties and to withdraw from the contract. In this case the client has no claim to compensation for possible damages.
15. Term, termination
15.1 To provide services, GTÜ Certification GmbH concludes contracts with its clients wherein the contract term and right to contract termination are separately agreed in each case. The contract parties‘ right to extraordinary contract termination for cause remains unaffected. If the contract is terminated for cause with immediate effect, the certification by GTÜ Certification GmbH is to be regarded as revoked with immediate effect.
15.2 Cause for termination by the client is particularly provided if GTÜ Certification GmbH fails to meet the standards laid down for the assignment’s performance in section 3 despite a written warning.
15.3 Cause for termination by GTÜ Certification GmbH is particularly provided if the client fails to meet its cooperation duties as per section 4 despite a written warning or endeavours to occasion GTÜ Certification GmbH to perform the assignment in an inadmissible manner that violates statutory or other regulations, or if the client continues to default on payment despite the setting of a grace period.
15.4 If one of the parties terminates this contract for cause, the fee for the services provided until the time of contract termination will be payable to GTÜ Certification GmbH in keeping with the statutory regulations. The same applies correspondingly if the contract is cancelled by mutual agreement. Further claims of the parties over and beyond this remain unaffected.
15.5 Terminations must be provided in writing or by email, stating the reason for the termination in the event of termination for cause.
16. Final provisions
16.1 The place of fulfilment for all claims arising from or on connection with this agreement is the location of GTÜ Certification GmbH unless agreed otherwise.
16.2 All legal relationships with clients are governed by the laws of the Federal Republic of Germany. The application of UN sales law is excluded.
16.3 The place of jurisdiction for all disputes arising from the business relationship between GTÜ Certification GmbH and the client is the location of GTÜ Certification GmbH.
16.4 Should a provision of these terms and conditions be or become ineffective or unenforceable or should a loophole exist, the effectiveness of the remaining provisions will not be affected by this. To be regarded as agreed in place of the ineffective or unenforceable provisions is such an effective and enforceable provision that most closely approximates the purpose of the ineffective or unenforceable provision. To be regarded as agreed in the event of a loophole is the provision that corresponds with that would have been agreed in keeping with the purpose of these terms and conditions if the parties had considered the matter right from the start.
Stand: 12.04.2024