General Terms and Conditions of Purchase for Services („GTCP“) of
Deutsche Gebäudeservice GmbH
Status: January 2025

§ 1
Scope of application; defense clause

  1. These GTC apply to all our business relationships with our service providers (“Service Providers”) if the Service Provider is an entrepreneur (§ 14 BGB), a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law.
  2. The GPC govern the terms and conditions for the provision of all services („Service(s)“) for us. Services within the meaning of these GPC are in particular, but not exhaustive:
    1. - Servicing and maintenance work;
    2. - Assembly work;
    3. - Repair work;
    4. - Cleaning work of all kinds;
    5. - Winter service
    6. - Transportation services
    7. - Administrative expenses for the settlement of insurance claims
    8. - Data entry (e.g. entry and copying of contract documents)
    9. - Administrative services
  3. Our GTCP apply exclusively. Conflicting, deviating or supplementary terms and conditions of the service provider are hereby rejected and shall not become part of the contract unless we expressly agree to their validity in writing. For example, it does not constitute consent if we place orders, accept services or make direct or indirect reference to letters etc. containing the service provider's or third parties' terms and conditions of business without reservation and with knowledge of the service provider's terms and conditions of business
  4. Unless otherwise agreed, our GPC in the version current at the time of our order shall also apply as a framework agreement (Section 305 (3) BGB) for subsequent contracts within the meaning of paragraph (1) with the same service provider, without us having to refer to our GPC again.

§ 2
Conclusion of contract; written form

  1. Only our written orders or orders confirmed by us in writing shall be binding. The service provider must notify us of obvious errors (in particular obvious miscalculations or incompleteness) in our orders (including associated documents).
  2. The Service Provider can only accept our orders by written confirmation within the binding period stated therein, if applicable, or otherwise within five (5) working days from the date stated in the order.
  3. Legally relevant declarations and notifications by the service provider after conclusion of the contract (e.g. setting of deadlines, reminders, declarations of withdrawal) must be made in writing to be effective. A simple e-mail without signature (text form) shall also suffice as written form. Mandatory statutory formal requirements remain unaffected.
  4. The written contract, including these GPC, which form an integral part of the written contract, fully reflects all agreements made on the subject matter of the contract (subject to the following paragraph). Any agreements made or promises given by us prior to the conclusion of the written contract shall not be binding and shall be replaced in full by the written contract, unless it is expressly stated in each case that they shall continue to be binding
  5. Individual - including verbal - contractual agreements shall always take precedence over these GPC (Section 305b BGB). Subject to proof to the contrary, any written agreement or, if no such agreement exists, our written confirmation shall be decisive for the proof of its content.

§ 3
Reservation of rights; handling of our materials

  1. We reserve all property rights, copyrights and industrial property rights to all documents, materials and other objects (essentially our order documents, plans, drawings, illustrations, calculations and other physical and/or electronic items, documents, information and objects) provided by us to the service provider.
  2. The service provider may not make the aforementioned items or their contents accessible or disclose them to third parties or its own employees who are not involved, and may not utilize, reproduce or modify them. It must treat them confidentially, use them exclusively for the contractual purposes and return them to us in full at our request and destroy/delete any copies (including electronic copies) unless they are required in accordance with statutory retention obligations or for the performance of the contract. At our request, the completeness of the return and destruction/deletion must be confirmed and, if this confirmation is not provided, it must be stated in writing which items are still required and for what reasons.

§ 4
Services; performance of the contract

  1. The service provider is responsible for providing the services in full and on time, including all ancillary services. The service provider shall act as an independent and freelance service provider. He and the persons engaged by him (regardless of whether they are his own employees or third parties) have not been and are not in any employment, work or employee-like relationship with us.
  2. The service provider shall determine its service locations, its service times and the manner in which it provides its services independently and at its own dutiful discretion. He shall coordinate this with us in good time. If the provision of the service objectively requires the service provider's presence at a specific location, the service provider shall be obliged to provide the service there.
  3. If the service relates to a specific property, the service provider shall inform us immediately of any circumstances that could pose a risk to the occupants of the property or the property itself. If there is an imminent danger that requires the initiation of immediate measures, the service provider is entitled to take absolutely necessary measures without consulting us. We must also be informed immediately in this case.
  4. The service provider shall procure the equipment required to perform the services, in particular tools and protective clothing etc., in its own name and at its own expense.
  5. The services are provided with the utmost care, conscientiousness and in accordance with the state of the art (or in accordance with the state of the relevant service discipline/subject).

§ 5
Changes in performance

  1. We may also request changes to the services at any time during the execution of the contract. In the event of a change request, the service provider shall immediately submit a written change offer to us. Changes shall only become effective if and insofar as we have confirmed the change offer in writing. If we do not accept the offer of change, we shall be entitled to terminate the previous contract extraordinarily if we cannot reasonably be expected to adhere to the previous contract.

§ 6
Performance deadlines; default of the service provider

  1. The time of performance specified in our order or other times of performance of the service provider resulting from these GTCP or the rest of the contract („time of performance“) shall be binding and must be complied with by the service provider. If no performance time is specified in our order and not otherwise agreed, it shall be two (2) weeks from conclusion of the contract.
  2. If the service provider does not perform its service or does not perform it within the agreed performance period or is in default, our rights - in particular to rescission and damages - shall be determined in accordance with the statutory provisions. In the event of default, we shall also be entitled to liquidated damages in accordance with the following paragraph (3). If the day on which the service provider's performance is to take place at the latest is specified in the contract or can be determined on the basis of the contract, the service provider shall automatically be in default at the end of this day without the need for a reminder; however, the statutory requirement to set a deadline before our withdrawal or before our claim for damages in lieu of performance shall remain unaffected.
  3. If the Service Provider is in default, we may - in addition to further statutory claims, in particular for default, and in addition to performance - demand lump-sum compensation for our default damages in the amount of 0.5% of the net price of the delayed portion of the service per completed calendar week of default, but no higher lump-sum compensation for default damages than 5% of the net price of the delayed portion of the service. We reserve the right to prove higher damages and the service provider reserves the right to prove that we have incurred no damages at all or only significantly lower damages. We do not need to prove a minimum damage.

§ 7
Acceptance

  1. Unless otherwise agreed, we are not obliged to formally accept the services. If acceptance is provided for by law or contract, the services shall be deemed to have been accepted if we have not reported defects within two (2) months of the provision of the service.
  2. If acceptance is agreed between the parties in individual cases, the service provider shall bear the costs incurred during acceptance. Acceptance - both of the overall service and of partial services - shall only be deemed to have been granted upon our written confirmation. We shall confirm acceptance by means of the acceptance report signed by us.
  3. Payment for the services shall not constitute recognition of their conformity with the contract. Implied acceptance is excluded.

§ 8
Remuneration; invoicing; terms of payment

  1. The service provider shall receive the remuneration specified in the order for the services owed, plus the applicable statutory VAT.
  2. Payment shall be made to the Service Provider's account no later than thirty (30) calendar days after the service has been provided in full and the invoice has been duly received. If we pay within fourteen (14) calendar days, we shall be entitled to deduct a 3% discount on the net amount of the invoice or equivalent payment schedule. The date of receipt of our transfer order by our bank shall be decisive for compliance with the deadline.
  3. All agreed prices and remuneration rates are fixed prices and, unless otherwise agreed, include the usual ancillary costs such as materials, protection of vulnerable objects against damage, travel costs and travel times.
  4. We do not owe any interest on arrears. The statutory provisions shall apply to our default in payment. Notwithstanding this, however - with the exception of cases pursuant to Section 286 (3) BGB - a written reminder from the service provider is always required.
  5. The service provider and its employees are not entitled to remuneration in the event of illness, nor to vacation or vacation pay. We do not withhold income tax or social security contributions from the remuneration. The service provider shall pay taxes and (if applicable) social security contributions independently, autonomously and properly. He shall also (if applicable) independently and on his own responsibility provide for social security, in particular for health insurance, retirement benefits and company accident insurance.

§ 9
Rights of set-off and retention

  1. We shall be entitled to all rights of set-off and retention (in particular Section 273 BGB) as well as the defenses of non-performance of the contract, defectiveness (in each case Section 320 BGB) and uncertainty (Section 321 BGB) to the full extent permitted by law. In particular, we shall be entitled to withhold our entire payment for the respective service as long as we are still entitled to a claim for incomplete or defective performance under the contractual relationship concerned, unless otherwise stipulated in Section 320 (2) BGB.
  2. The Service Provider shall (i) only be entitled to set-off if its counterclaim is either (a) undisputed by us or (b) has been legally established or (c) is in a reciprocal relationship (synallagma) with our claim against which the Service Provider is setting off; (ii) only be entitled to assert a right of retention if its counterclaim is either (a) undisputed by us or (b) has been legally established or (c) is based on the same contractual relationship as our claim against which the Service Provider is asserting the right of retention.

§ 10
Warranty; liability; obligation to indemnify; insurance

  1. If services are defective or if there is even a suspicion that they are defective, the service provider shall be obliged to notify us of this circumstance without delay and to rectify the defect immediately at its own expense (after prior consultation with us). Defects shall be deemed to exist in particular if the quality of the services provided does not correspond to the agreed service description and/or the technical and professional requirements and/or is incomplete.
  2. Otherwise, the liability of the service provider in accordance with the statutory provisions shall remain unaffected. The Service Provider shall also be liable for all of its employees. The service provider is aware that the remuneration we receive from our respective customer and our liability towards the customer may also depend on the quality and timeliness of its services.
  3. If a claim is made against us by one of our customers or a third party due to personal injury or property damage caused by the service provider in the course of the provision of a service and if this damage is attributable to a defective service provided by the service provider, the service provider must indemnify us against these claims. The obligation to indemnify shall apply at our first request.
  4. The service provider shall maintain its own public/professional liability insurance with cover of at least EUR 5 million per claim. We may request written evidence of the fulfillment of this obligation from the service provider.

§ 11
Rights to work results

  1. The Service Provider assigns to us all domestic and foreign industrial property rights arising from work results and/or services provided by it (and/or its vicarious agents) (hereinafter referred to as „Work Results“).
  2. Notwithstanding the provisions in paragraph (1), the service provider shall grant us exclusive, worldwide, irrevocable, transferable and sublicensable rights of use, unlimited in time and content, to all work results (i.e. to all works created by the service provider's performance within the scope of the contractual relationship) at the time of their creation for all currently known types of use. To the extent permitted by law, the service provider shall also grant us the sole and unrestricted right of ownership to the work results at the time of their creation.
  3. The service provider remains entitled to continue to use and exploit all methods, ideas and know-how used or created.

§ 12
Confidentiality obligation

  1. The service provider is obliged to treat the contents of the contract confidentially, unless it is obliged to disclose them on the basis of statutory or legal provisions. The confidentiality obligations shall not apply to (i) the subcontractors used by the Service Provider in accordance with § 13, (ii) affiliated companies within the meaning of §§ 15 et seq. AktG, (ii) to consultants (e.g. lawyers, auditors, tax advisors) and (iii) to the Service Provider's insurers, insofar as they themselves are subject to corresponding confidentiality obligations (be it through professional or statutory provisions, employment contract provisions or an independent confidentiality agreement).

§ 13
Subcontractors; prohibition of assignment

  1. The service provider shall only be entitled to engage subcontractors or other persons in the performance of this contract with our prior written consent.
  2. The involvement of all the aforementioned persons shall always be in the service provider's own name and for its own account.
  3. The service provider is not entitled to assign its claims against us to third parties. In addition, § 354a para. 1 HGB remains unaffected.

§ 14
Special right of withdrawal/cancellation

  1. We have a special right of withdrawal or termination in the following cases: (i) the service provider ceases to make payments to its creditors; (ii) the service provider itself applies for the opening of insolvency proceedings against its assets; (iii) the aforementioned application is admissibly filed by us or a third party; (iv) the insolvency proceedings are opened as preliminary or final proceedings; or (v) the aforementioned application is rejected for lack of assets

§ 15
Choice of law; place of jurisdiction

  1. These GPC and the contractual relationship between us and the service provider shall be governed exclusively by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) and other international uniform law shall not apply.
  2. If the Service Provider is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, Leipzig shall be the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from these GTCP or the contractual relationship between us and the Service Provider or in connection therewith. The same applies if the supplier is an entrepreneur (§ 14 BGB).

§ 16
Severability clause

  1. Should provisions of these GPC be or become invalid or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as provisions have not become part of the contract or are invalid, the content of the contract shall primarily be governed by the statutory provisions (Section 306 (2) BGB). Only in other respects and insofar as no supplementary interpretation of the contract has priority or is possible shall the parties replace the void or ineffective provision with an effective provision that comes as close as possible to it in economic terms.

Status January 2025

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