Type and Scope of Services
(1) The object of the service shall be the performance of the agreed task, not the achievement of any specific economic result. The task will be performed by the VHT Service GmbH with the care of a reasonable expert. The VHT Service GmbH reserves the right to retain the services of other experts in carrying out the task.
(2) Instructions must be given in writing. Verbal instructions should be confirmed in writing on request. In the same way all related arrangements and additions to the scope of the instructions should be in writing.
(3) Unless otherwise agreed, the VHT Service GmbH shall not be responsible for checking and/or obtaining any permits or licences from the authorities that may be required for carrying out the performance of these instructions.
Whether or not requested to do so by the VHT Service GmbH, the client must, in good time, provide the VHT Service GmbH with all documents necessary for the performance of the task and inform the VHT Service GmbH of all facts which can be relevant to the task. This applies also to documents and facts which become known during the course of the VHT Service GmbH’ activities.
3. Reports/Expert Opinions and Verbal
The results of the VHT Service GmbH’ activities will - unless otherwise agreed in individual cases - be set out in writing and be passed to the client in the form of a report. All explanations and any information given verbally by the VHT Service GmbH are not binding.
4. Utilisation of the Services Relating to
The contractual services performed by the VHT Service GmbH may only be utilised by the client in the context of the instructions received from him. The client undertakes to ensure that all experts’ reports, drawings, tables and calculations prepared by the VHT Service GmbH in accordance with the instructions will only be used for the client’s purposes.
5. Disclosure of Services Performed by the
VHT in Connection with the Instructions
The disclosure of information (opinions, reports etc.) produced by the VHT Service GmbH in connection with the instructions to a third party requires true written permission of the VHT Service GmbH, unless it is clear from the nature of the instructions that disclosure to a specific third party has been agreed.
6. Remuneration and Reimbursement
(1) The VHT Service GmbH has the right to payment of the agreed remuneration, together with any expenses which may arise, including travel costs and sales tax. Where there are several clients, they will be jointly and severally liable.
(2) Any set off against the VHT Service GmbH’ claims for remuneration and reimbursement will only be allowed in the case of undisputed or legally proven claims
(1) The VHT Service GmbH’ liability in relation to claims of any kind made by the client or any third party is limited to cases of gross misconduct in performing the services either by the VHT Service GmbH, its legal representatives and/or its agents and/or any third party for whom the VHT Service GmbH is responsible.
(2) Any direct right of action against staff, agents and any other third party employed by the VHT Service GmbH in carrying out their services, is excluded, unless these persons act intentionally, in performing their contractual duties.
(3) The VHT Service GmbH is only liable to pay compensation for direct damage and only where this type of damage was foreseeable given the nature of the services.
(4) Any liability of the VHT Service GmbH to pay compensation is limited to a maximum of 250.000,- € for every task undertaken - except in the case of gross misconduct by one of its executive managers. This is irrespective of the number of claimants.
(5) The above provisions of article 7 apply to all the client’s claims, whether contractual or non-contractual unless otherwise expressly agreed.
(6) Where damage has been caused by the client, a representative or agent of the client or a third party, section 254 BGB (Code of Civil Law) applies.
8. Limitation of Time
(1) The time limit for claims of any nature against the VHT Service GmbH shall be six months from the completion of the VHT Service GmbH’ activity in the carrying out of the task. If the VHT Service GmbH does not carry out its instructions, time begins to run three months after instructions were given.
(2) The VHT Service GmbH’ activities shall be regarded as terminated when the client receives the VHT Service GmbH’ report, or otherwise is informed that the VHT Service GmbH is no longer acting or does not wish to continue to act, or further with the expiry of the extension of time given by the client for the delivery of a report or a final report.
9. Applicable Law, Place of Performance and
(1) All legal relationships arising from the instructions and in connection with them, including negotiations, are subject to German law.
(2) The place of performance for all obligations arising from the contractual relationship and in connection therewith, is the domicile of the VHT Service GmbH.
(3) Insofar as the client is a merchant, legal entity under public law, or a public law special concern or insofar as the client does not have any domestic legal status or has changed its domicile and taken its residence out of the jurisdiction after the instructions where given, the courts at the VHT Service GmbH’ domicile have exclusive jurisdiction over any legal dispute.
10. Partial Invalidity
In the event that any of these terms are, or become partially or wholly invalid, the rest of these conditions will be unaffected. Invalid terms or parts thereof will be replaced and omissions will be filled by corresponding legal provisions.
In the event of any difference between these conditions and the German language version, the latter shall prevail.
Hamburg and Bremen, January 1st, 2001