General Terms and Conditions (GTC)

§1 Scope of Application

(1) These General Terms and Conditions (GTC) apply to all business relationships between
Solution365247 (hereinafter referred to as “Contractor”) and its customers, clients, and business partners (hereinafter “Client”).
(2) These GTC apply to:
– Purchase and sale of goods (trading business),
– Mediation of services domestically and internationally,
– Coordination and organization of international projects,
– Consulting and interim management services.
(3) Deviating terms of the Client shall only apply if expressly agreed in writing.

SECTION A – TRADE IN GOODS

§2 Conclusion of Contract

(1) Offers made by the Contractor are non-binding unless explicitly designated as binding.
(2) A contract is concluded only upon written order confirmation or commencement of performance.
(3) In mediation transactions, the service contract is concluded exclusively between the Client and the mediated third party.

§3 Delivery and Transfer of Risk

(1) Unless otherwise agreed, delivery is made Ex Works (EXW – Incoterms 2020).
(2) The risk transfers to the Client upon handover to the carrier or freight forwarder.
(3) Partial deliveries are permitted.

§4 Prices and Payment

(1) All prices are net prices plus applicable VAT.
(2) Invoices are to be paid according agreement or latest within 14 days without deduction. Any bank charges to be borne by the client.
(3) In case of default of payment, statutory default interest shall apply.

§5 Retention of Title

Delivered goods remain the property of the Contractor until full payment has been received.

§6 Warranty

(1) Statutory warranty rights apply.
(2) For business customers, the warranty period is limited to 12 months.
(3) Obvious defects must be reported in writing without undue delay.

SECTION B – MEDIATION OF SERVICES (DOMESTIC & INTERNATIONAL)

§7 Mediation Services

(1) The Contractor arranges services between the Client and third parties in Germany and abroad.
(2) The Contractor owes proper mediation only, not the success or defect-free execution of the mediated service.
(3) The execution of services is the sole responsibility of the mediated service provider.

§8 Liability in Mediation

(1) The Contractor shall not be liable for:
– Performance failures of the mediated service provider,
– Delays abroad,
– Quality deviations,
– Legal violations of third parties.
(2) Liability exists only in cases of intent or gross negligence.

SECTION C – PROJECT COORDINATION / INTERNATIONAL OPERATIONS

§9 Coordination Services

(1) The Contractor may provide organizational project support.
(2) The Contractor is not the performing service provider unless expressly agreed in writing.
(3) Regulatory approvals, customs issues, import restrictions, and country-specific compliance remain the responsibility of the Client unless otherwise agreed.

SECTION D – INTERIM MANAGEMENT / CONSULTING

§10 Scope of Services

(1) Consulting and interim management services are provided on a service contract basis.
(2) No specific economic success is owed.
(3) The Client shall provide all necessary information required for service performance.

§11 Remuneration

(1) Remuneration shall be based on agreed daily rates or fixed fees.
(2) Travel and ancillary costs will be invoiced separately.

SECTION E – GENERAL PROVISIONS

§12 Limitation of Liability

(1) The Contractor shall be liable without limitation in cases of:
– Intent,
– Gross negligence,
– Injury to life, body, or health.
(2) In cases of slight negligence, liability shall exist only for breach of essential contractual obligations and shall be limited to foreseeable and typical damages.
(3) Total liability shall be limited to the amount of the respective contract value.

§13 Force Majeure

The Contractor shall not be liable for delays or failures due to force majeure, including but not limited to:
– Political unrest,
– Strikes,
– Transport disruptions,
– Pandemics,
– Governmental measures domestically or abroad.

§14 Confidentiality

Both parties undertake to maintain confidentiality regarding all business-related information.

§15 Governing Law and Jurisdiction

(1) German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of jurisdiction shall be the registered office of the Contractor, which is Hamburg (Germany), whenever legally permissible.

§16 Severability Clause

If individual provisions are invalid, the validity of the remaining provisions shall remain unaffected.