General Terms and Conditions

1. General information
   1. The following general terms and conditions apply exclusively to all our offers, deliveries and services, including information and advice. Our General Terms and Conditions shall also apply to all future business relations between the client and us, even if we do not expressly refer to them again after conclusion of the contract. The current version, which we will send to the client on request, shall apply upon conclusion of the contract. Terms and conditions other than these shall not apply, even if we do not expressly object to them.
      Conflicting terms and conditions of our client shall not apply even if we do not object to them. They shall only be binding on us if they have been recognized by us in writing. Verbal collateral agreements must always be confirmed in writing.
   2. Additions, amendments or ancillary agreements to these terms and conditions require our express written confirmation to be effective. This also applies to the waiver of the written form requirement.
      Declarations by our employees require our express written confirmation to be effective, unless they are managing directors or authorized signatories. With the exception of the latter persons, our employees have no authority to conclude contracts and are only authorized to accept written declarations.
2. Scope of order
   1. Our offers are subject to change unless otherwise agreed. Offers from the client are binding and can be accepted by us within four weeks of receipt.
   2. The scope of the contractually owed deliveries/services shall be determined exclusively by our order confirmation. The placing and/or acceptance of an order must be expressly made in writing. If the order is placed on site, written confirmation on the delivery bill shall suffice.
   3. We do not guarantee the effectiveness or success of the service provided by us or the pesticides supplied to us; this does not apply to the fumigation of buildings and other objects, for which we guarantee the client the complete destruction of all stored product pests including larvae (with the exception of the black flour beetle), provided that the conditions for the effectiveness of the fumigation are met in accordance with Section 3 of the “Information sheet for the fumigation of buildings and other objects with highly toxic gases” attached as Annex 1. When providing our service/delivery, we are obliged to apply the usual care and expertise. Claims for damages – irrespective of the legal grounds – can only be asserted against us if we or our vicarious agents are guilty of intent or gross negligence. Guarantees for successful advice and eradication (pest control) cannot be given due to the many influencing factors. The object of the contract is the professional execution of the pest control measure ordered. Desinsekta provides this service within the framework of a service contract. Desinsekta does not owe any specific success. In particular, Desinsekta is not responsible for ensuring that the property on which the work is carried out is free of pests.
3. Obligations of the client
   1. The client is obliged to inform us of the special features of the work to be carried out. In particular, the client is obliged to inform us of the following:
      – Any preparations
      – Any pre-treatments
      – Tightness of the rooms when applying disinfectants and pest control preparations
      – Type of stress on the treated materials (mechanical stress, stress from gases, alkalis, acids and other chemical agents)
   2. When gassing buildings and other objects, the “Code of practice for gassing buildings and other objects with highly toxic gases” (Annex 1) must be observed.
   3. The official and police regulations as well as our instructions for use and the accident prevention regulations must be strictly observed. Our pesticides are intended for immediate consumption.
   4. The client shall carry out any preparatory work necessary for the execution of the commissioned measures, in particular assembly or disassembly work. Equipment and technical surfaces must be protected by the client against damage caused by the means and working methods used, unless it is certain that they are insensitive. If this is unclear, the client must inform Desinsekta of the risk of damage.
4. Order execution
   1. The place of performance for our deliveries is the registered office of our company. Shipping costs shall be borne by the buyer. The risk shall pass to the buyer when the goods are handed over to the railroad, the forwarding agent or carrier, in any case when they leave our premises.
   2. We are entitled to make partial deliveries and render partial services.
   3. Specified dates, delivery times and deadlines are non-binding unless otherwise agreed in writing. In any case, delivery and performance periods shall only commence as soon as agreement has been reached on all details of the execution of the order and the client has provided the information and documents to be procured by him and has made any agreed down payment.
      Execution deadlines shall only be binding if they have been expressly agreed in writing as binding execution deadlines. Deadlines not marked as such are non-binding.
   4. Unforeseeable and unavoidable events (war, warlike conditions, shortage of energy or raw materials, sabotage, strike, lawful lockout, disruptive weather conditions, as well as all other operational disruptions or official influences for which we are not responsible) shall release us from the obligation to deliver and perform for the duration of their existence, even if they occur during an existing contract. Delivery periods and deadlines shall be extended to a reasonable extent as a result. This shall also apply to late or improper deliveries or services by our suppliers for which we are not responsible. If these events last longer than six weeks, the client is entitled to withdraw from the contract; the same applies to a withdrawal by us.
5. Prices
   1. Our prices are net prices. In addition to these net prices, the respective statutory value added tax must be paid. Unless expressly agreed otherwise, they do not include the respective statutory VAT, customs duties, levies, official fees, transportation and any costs incurred for the storage of materials.
      The prices quoted are based on the current wage and price structure of the month in which the offer was submitted. Unless expressly stated otherwise, the prices quoted include all labor costs as well as the usual and foreseeable costs for tools, equipment and machinery. This does not apply to hourly wage work.
      Surcharges (on Sundays and public holidays and during the night from 8 p.m. to 6 a.m. the following day) will be charged for services outside normal working hours. If the statutory surcharges for overtime are higher for the employees deployed, these higher surcharges will be charged accordingly.
   2. Unless a fixed price has been expressly agreed, we calculate our services according to measurements at the rates agreed with the client. In the case of gas flushing, the dimensions are calculated on the basis of the certified volume. Measurements are taken from outer edge to outer edge. Machines and interior walls cannot be deducted when calculating the room volume.
      In the event of cost increases (in particular due to increases in wages, material prices, public charges, procurement transport costs, etc.), we reserve the right, at our reasonable discretion, to adjust the prices to the changes if the service is provided more than four months after the date of the order confirmation and the price adjustment is reasonable for the client, taking into account our interests. If no order confirmation is issued, the date of order placement shall apply.
      Subsequently agreed deliveries or services that are not expressly included in our offer shall be invoiced according to the cost of labor and/or materials. In this respect, the prices at the time of the subsequent agreement shall be decisive, unless the services are provided more than four months after the agreement; in this case, we reserve the right to adjust the prices to any changes that may have occurred in accordance with the above paragraph. If a price increase exceeds 10% of the agreed price per half-year, the client may withdraw from the contract.
   3. If fumigation cannot be carried out due to the refusal of an official permit or an official requirement issued at short notice, we shall be entitled to invoice the part of the service already provided (including planning work) on the basis of the rates agreed with the client, unless we are responsible for the impracticability. In this case, we offer the client a contact agent treatment of the building or object instead of fumigation for a separate charge.
6. Terms of payment
   1. Unless otherwise agreed in writing, all payments are to be made immediately and without deduction to the freely specified paying agent.
   2. If the client defaults on a payment, we shall be entitled to charge interest on arrears at a rate of 4% above the prime rate. If the client is a merchant, we shall charge interest on arrears at a rate of 4% above the prime rate. However, the client reserves the right to prove to us that we have incurred less damage or no damage at all. In this case, the client is obliged to compensate us only for this damage. We expressly reserve the right to assert any further rights. § Section 353 HGB remains unaffected.
   3. Bills of exchange and checks shall only be accepted on account of performance; payment by bill of exchange or check shall only be effected when the respective amount has been irrevocably credited to our bank. All bill of exchange, check and discount charges as well as all other costs shall be borne exclusively by the customer.
   4. The assignment of all claims of the client against us to third parties requires our express written consent to be effective; § 354a HGB remains unaffected.
   5. If, after conclusion of a contract, we become aware of circumstances that call into question the creditworthiness of the customer, such as the opening of insolvency proceedings, slow payment, unfavorable information or default on earlier deliveries, we shall be entitled to refuse performance of the contract until we have been provided with appropriate security. We are also entitled to make delivery by cash on delivery. If we have already delivered, we may demand immediate payment of our invoice.
7. Retention of title
   1. We reserve title to all goods delivered until all claims to which we are entitled against the customer have been satisfied – even if these only arose after conclusion of the contract. In the case of a current account, the reserved property serves as security for the balance claims to which we are entitled.
   2. The client is not entitled to pledge goods subject to retention of title or to assign them by way of security. He is obliged to inform us immediately of any enforcement proceedings of any kind. He shall be obliged to give us the opportunity to file third-party proceedings in accordance with § 771 ZPO (German Code of Civil Procedure); all costs incurred in this respect shall be borne by the customer.
8. Notification of defects and warranty on delivery
   1. The customer must inspect the goods immediately upon receipt. Obvious defects, quantities or weight deviations must be reported to us immediately in writing. Non-obvious defects, quantities or weight deviations must be reported to us in writing immediately after discovery. Any breach of the above obligations shall exclude any warranty claims of the customer against us.
      Defects in the service rendered or the goods delivered must be reported in writing without delay, at the latest within three days. In the case of obvious defects, this period shall commence with the provision of the service or delivery of the goods. In the case of hidden defects, the period shall commence upon their discovery. In the event of late notification of defects, the client can no longer invoke the defects and derive any claims.
   2. In the event of justified complaints, we shall replace the defective goods by subsequent delivery and shall bear the costs incurred for this purpose (transport, travel, labor and material costs). If the expenses increase due to the fact that the goods have been moved to a location other than the customer’s business premises after delivery, the customer shall bear the additional costs, unless the move is in accordance with the intended use.
      If the replacement delivery fails, the customer is entitled to demand a reduction in payment or rescission of the contract. Instead, the client may demand compensation in the absence of warranted characteristics. If several products have been delivered, the client may only demand rescission of the contract with regard to the defective products, unless the individual products were sold as belonging together.
9. Limitation of liability
   1. We shall be liable to the full extent of the law for damages suffered by our clients insofar as our executive bodies or our executive employees are guilty of intent or gross negligence.
   2. The above limitations of liability cover all claims for damages, irrespective of the legal grounds on which they are based (including due to culpa in contrahendo or positive breach of contract). However, it does not cover damage caused by the absence of expressly warranted characteristics and consequential damage caused by defects against which the warranted characteristic was intended to protect the client.
   3. The above limitations of liability shall also apply in favor of our employees and other third parties commissioned by us.
   4. Liability under the Product Liability Act remains unaffected.
10. Miscellaneous
    1. Copyrights and other industrial property rights embodied in the service provided by us shall not be transferred to the client. We shall remain the owner of cost estimates, drawings and other documents provided to the client. These may not be reproduced or made accessible to third parties and must be returned to us immediately if the order is not placed with us.
       Agreed orders or orders confirmed in writing or verbally are binding, as planning such as ordering gas from our suppliers, reserving freight spaces for the transportation of hazardous goods, registering with the authorities, scheduling technicians, etc. begins immediately from this point in time. We will charge an expense allowance/processing fee of EUR 490.00 plus statutory VAT for orders canceled at short notice.
11. Choice of law and place of jurisdiction
    1. The relationship between the customer and us is subject to the law of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
    2. The place of jurisdiction – also for proceedings involving documents and bills of exchange – shall be Frankfurt am Main, provided that the client is a merchant, a legal entity under public law or a special fund under public law. However, we reserve the right to sue the client at his general place of jurisdiction.
    3. Should any part of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining terms and conditions.