1. Applicability

The terms and conditions applicable between Funke Security & Service GmbH and its respective contractual partner / client for all quotations, contractual relationships and services shall exclusively be the following General Terms and Conditions.

Any variations from the provisions of these General Terms and Conditions, in particular any General Terms and Conditions of the client, shall as a fundamental rule not apply. Anything different shall apply only if and to such extent as we have expressly recognised the client’s General Terms and Conditions in writing.

2. Quotations, contract conclusion and contract content

All quotations provided by Funke Security & Service GmbH are subject to confirmation. A contract between Funke Security & Service GmbH and the client comes into force when:

a) an order is confirmed in writing to the client, or

b) a written contract is signed by our company and the client, or

c) agreement to enter into a contract is declared in another way.

The scope of the contractual services and the considerations shall derive in each instant from the contract as defined in the specification of services and/or through the services to be provided jointly agreed and defined on an individual basis with the client.

If a written contract has been entered into as per 2 a) or b), the contract text and/or the agreements made in writing in the order confirmation shall in any case be definitive. Any changes to written agreements made within the framework of a signed written contract as per 2 a) or b) shall require the written form. Any verbally agreed contractual matters that contradict the written contractual conditions shall be null and void.

3. Contract conclusion subject to deferred conditions

In relation to anyone who maintains that they represent an individual or legal entity or who appears to be such a representative, Funke Security & Service GmbH shall have the right to make the validity of contract conclusion dependent on presentation of a corresponding letter of authority. In such cases Funke Security & Service GmbH shall note this and the deadline set for its presentation in writing in the text of the contract or on the order confirmation and/or in a separate written document. If the letter of authority is not presented within the deadline, the contract shall be deemed not to have come into force.

Funke Security & Service GmbH shall also have the right to make the validity of contract conclusion dependent on receipt of an advance payment within a set deadline. The level of the advance payment and the deadline for paying this shall be set down in writing on the order confirmation or in the text of the contract. If the advance payment does not enter Funke Security & Service GmbH’s account within the deadline, the contract shall be deemed not concluded.

4. Written form and side agreements by employees

All amendments or addenda to the concluded contract and any and all warranties made after contract conclusion that are connected with the contract shall, for reasons of clarity and legal certainty, require the written form.

Funke Security & Service GmbH field personnel are as a fundamental rule not authorised to make any verbal side agreements that alter or add to the concluded contract. They are in particular not authorised to give any verbal warranties that go beyond the content matter of the respective contract, inclusive of these conditions, and/or that alter the contract or the conditions. Such side agreements shall be valid only if confirmed in writing by Funke Security & Service GmbH.

5. Prices and considerations

Unless agreed otherwise the agreed prices are shown in euros exclusive of the applicable rate of value added tax.

Unless anything other is agreed to the contrary or any statutory provision prohibits it, the place of fulfilment for the client’s contractual or legal payment obligations towards Funke Security & Service GmbH shall be the city of Dortmund.

6. Payments, late payment, offsetting and rights to withhold payment

Payments must be made without deduction immediately following provision of the service / delivery. For partial services and deliveries Funke Security & Service GmbH shall be entitled to demand appropriate part payments, which shall be payable upon demand.  The level of these invoices shall correspond to the proportion of the work already provided.

The client shall have the right to offset Funke Security & Service GmbH invoices only if its counter claim has been adjudged valid by a court of law or accepted by us. The client shall be entitled to exercise any right to withhold payment only if its counter claim relates to the same contractual relationship.

7. Default and losses caused by default

Should either party default on its obligations the provisions of the German Civil Code (BGB) shall apply. Funke Security & Service GmbH shall pay compensation in respect of losses caused by default or non-fulfilment only if such losses relate at least to minor negligence on the part of the company, our representatives or our employees.  For cases of minor negligence the level of losses typical to contracts of this type shall be limited to 20% of the contract value. No liability shall be accepted in the event of minor negligence for any losses not typical to such contracts. Liability in respect of any wilful intent or gross negligence on the part of the company, our representatives or our employees remains unaffected by this.

In commercial transactions liability for minor negligence arises only if the loss relates to the breach of a material contractual duty. The aforementioned liability limitations apply in all other aspects accordingly.

8. Malperformance, complaints, liability

If as part of services to be provided a job of handiwork is to be done (e.g. fitting an alarm system) and this job is poorly done and/or warranted features are missing, then unless otherwise stipulated in these General Terms and Conditions the statutory provisions of the Federal Republic of Germany shall apply. Warranty claims from the client shall not be accepted if the defects have been caused by the client or any third party mishandling the handiwork or failing to follow operating or maintenance instructions or if the client or any third party has attempted to perform their own repairs.

Warranty claims shall also not be accepted if the client fails to notify us in writing of any obvious defect within 14 days and of any non-obvious defect that may arise immediately after it is noticed and in any case not later than 6 months after completion of the handiwork job. The commercial obligation to give notification of a fault (as per Art. 377 & 378 of the German Commercial Code – HGB) remains unaffected by this.

For all other services – that are not jobs of handiwork – provided by Funke Security & Service GmbH the client must submit a complaint in writing to Funke Security & Service GmbH about any poor service it claims has been provided within 10 working days of the service having been rendered.  Failing this the services shall be deemed rendered in accordance with contract. In this case too, the commercial obligation to give notification of a fault (as per Art. 377 & 378 of the German Commercial Code – HGB) remains unaffected.

Unless specified otherwise in these General Terms and Conditions, Funke Security & Service GmbH, our representatives and our employees shall be liable only if any losses are due to wilful intent or gross negligence. This shall apply both to contractual and statutory compensation claims.

Insofar as our liability is limited or ruled out within these General Terms and Conditions this shall apply also to the personal liability of our representatives, employees and agents.

9. Enforceability of amendments

Funke Security & Service GmbH shall be entitled to amend or add to these General Terms and Conditions, including all appendices, at any time. In relation to clients in an ongoing contractual relationship with us or who enter into contracts with us on a perpetual or repeat basis (more than three times a quarter), i.e. permanent clients, such amendments to the General Terms and Conditions shall be applied after an appropriate period of notification and subject to said clients being sent the amended terms. If the client raises no objection to the amended terms within two weeks of receipt of the notification of change and in any case by the time at which the amendment is due to come into effect, this shall become effective as per the notification. If the client objects within the deadline, Funke Security & Service GmbH shall be entitled to terminate the contract as of the date on which the amended condition was due to come into effect. If any periods of notice are provided for in the contract, then these are to be observed. In all other respects the prevailing General Terms and Conditions at the time of contract conclusion shall be definitive.

10. Applicable law and jurisdiction

All legal relationships between Funke Security & Service GmbH and its contractual partners shall be governed by the laws of the Federal Republic of Germany. For contracts with sole traders as defined in the German Civil Code (HGB), corporate entities or special public bodies jurisdiction shall lie with the courts of Dortmund.

11. Severability

Should subsequent circumstances cause individual provisions of these General Terms and Conditions to be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by a ruling that comes as close as possible to what the contracting parties would have wanted if they had taken the point concerned into account.