TERMS AND CONDITIONS training Base Weeze GmbH & Co. KG
1. These Terms and Conditions apply to all Agreements for all services, of the training Base Weeze GmbH & Co. KG (TBW) to Commissioning Party mainly provides: implementation of training and other events on the training site, filling breathing air equipment, providing training packages (for example catering and accommodation) and for the implementation of training and courses (“Service”).
2. In case of rental and other, mainly free loan provision of materials and items such as firefighting equipment, respirators, fire protection clothing etc. supplementary conditions for rental and provision apply (Annex 1).
3. Our offers, acceptances and other contract statements are made solely on the basis of these conditions.
4. Der Auftraggeber und der Auftragnehmer.
5. Deviations from these Terms and Conditions as well as any contract amendments, supplements and ancillary Agreements must be made in writing. Verbal ancillary Agreements are not made.
6. In case of current business relationships these provisions also apply even if we do not refer to these again.
7. In case one or more of these provisions and/or Agreements are declared invalid or non-binding or even void, the other provisions of these provisions and/or Agreement shall remain in force. The invalid or non-binding provision will be replaced by a valid provision which approximates the original intention of the parties.
2. Conclusion of the Agreement
1. Unless a different acceptance period is specified, offers of TBW can be accepted for a period of 30 days after date of issue by Commissioning Party. Offers of TBW are subject to change which means that also during the offer period until the receipt of acceptance TBW is entitled to adjust an offer at any time. The Agreement is formally reached upon receipt of the offers signed by Commissioning Party by TBW, latest with commencement of the Service. In case of offers from the Commissioning Party, the Agreement is reached upon the written order confirmation by TBW, latest with commencement of the Service.
2. Cancellations after the conclusion of the Agreement are subject to § 8 these Terms and Agreements.
3. Offers from TBW can only be accepted by the Commissioning Party in its entirety and without changes. Any partial acceptance of an offer and/or modification shall be considered rejected unless TBW declares his consent in writing.
3. Execution of the Agreement
1. TBW shall provide the Services stipulated in the Agreement to its best knowledge and conscience. TBW is entitled to provide the Services themselves or have third parties execute the work. Partial Services are permitted, within reason.
4. Cooperation of the Commissioning Party, safety regulations, firearms, ammunition, and other items brought
1. The Commissioning Party is obliged to timely provide, all contractually agreed, required or in good faith offered cooperation, especially to provide all information, documents and data necessary for the Service. The Commissioning Party is especially obliged, to all data that
a. are legally required for the execution of the Agreement , or
b. of which the provision has been contractually agreed, or
c. of which the Commissioning Party knows, that they are required for the execution of the Agreement , or
d. that TBW requests and in which TBW has a legitimate interest,
timely to TBW prior to the start of the Service. Unless contractually agreed otherwise, all data with respect to firearms, ammunition and other explosive substances have to be latest four weeks prior to the Service in writing at TBW.
Upon arrival at the training site the respective firearms, ammunition and other explosive substances of the Commissioning Party have to be provided to the designated supervisors or people of TBW unasked for comparison with the documents made available in advance.
2. The Commissioning Party guarantees the accuracy and completeness of the good provided to TBW.
3. Furthermore the Commissioning Party bears responsibility that the participants selected by him all underwent medical examinations and/or have other certificates that are legally required for the Services of TBW and/or have been mentioned by TBW as a condition prior to the commencement of the Service (e.g. respiratory protection certificate). The Commissioning Party is obliged to carefully check whether these conditions have been met before commencement of the Service and takes full responsibility for it. The Commissioning Party shall indemnify TBW of any damages.
4. If TBW or a third party commissioned by them provided the Services at the Commissioning Party on site or at a site determined by the Commissioning Party, the Commissioning Party is responsible for adequate accommodation of the employees of TBW or the third parties at their own expense.
5. All participant(s) are obliged to adhere to the instructions of the employees of TBW regarding the safety procedures and the prevention of danger to persons and property.
6. Prior to the training/the event, detailed safety instructions are given by the employees of TBW to each individual on the risks and the prevention (before, during and after exercises, as well as general risk on the entire site). Each participant accepts these instructions and shall correspondingly sign a document to indicated having received, read and understood these instructions. The safety instruction is part of the Agreement. The code of conduct of the safety instructions must be adhered to by all participants at all times.
7. In the event that the Commissioning Party brings his own equipment, firearms, equipment and/or protective clothing (hereinafter: items), the following provisions apply:
– Only items that correspond to the current state of technology and the applicable standards of protection that are free of defects and are maintained regularly may be brought.
– Firearms, ammunition and other explosive substances may only be used within the context of the statutory regulations and within the context of the laws applicable to TBW (e.g in accordance with BImSchG) the German Federal Immission Control Act that were communicated to the Commissioning Party prior to the Service.
– The use of live ammunition is strictly forbidden on the entire site. Only training ammunition may be used by all participants.
8. The Commissioning Party is obliged to ensure all relevant statutory and safety regulations of weapons and ammunition, including the required personnel at his own expense. The necessary equipment (weapons cabinets etc.) are not provided by TBW, but must be supplied by the Commissioning Party.
9. The Commissioning Party assumes full responsibility to ensure that any misuse of weapons or ammunition through third party is impossible.
10. The Commissioning Party is obliged to carefully check the supplied items, including the supplied ammunition prior to the Service on the compliance to all legal and contractual requirements. Any obligations to check on the part of TBW do not relieve the Commissioning Party from his responsibility for the supplied items. In the relationship between TBW and the Commissioning Party only the Commissioning Party is responsible for the supplied items. TBW is at any time entitled, to conduct inspections and random sampling.
11. In the event that TWB identifies safety deficiencies related to the supplied items that may jeopardise the safety of the participants or third parties, at the reasonable discretion of TWB the respective participant may be excluded from the training or the training may be cancelled immediately and the Agreement may be terminated for good cause without notice. No compensation will have to be paid in this case. If the Commissioning Party does not or not timely cooperate, if for example data or certificates are lacking), and/or the Commissioning Party violates any safety regulations and/or other obligations (individually or jointly referred to “Obligations”) TBW is entitled, to refuse the execution of the Services referred to in the Agreement, until the Commissioning Party fulfils his Obligation. Furthermore TBW is entitled to terminate the Agreement without notice, if the Commissioning Party does not fulfil his Obligation within a reasonable period demanded by TBW. In the cases of the § 323 Paragraph 2 BGB the setting of a deadline is unnecessary. The compensation is payable in its entirety in this case. TBW is also entitled at its discretion, to only partially terminate the Agreement and to exclude individual participant(s) from the Service. Furthermore TBW is entitled to demand compensation for all damages and additional expenses resulting from the violation of Obligations of the Commissioning Party, from the Commissioning Party and to indemnify TBW of all resulting third party claims. Additional expenses based on own Services of TBW will be calculated in accordance with the current rates of TBW.
1. The prices mentioned in an offer are in EURO, exclusive of the statutory sales tax or similar taxes and charges, as well as costs subsequently arising within the context of the Agreement (e.g. shipping and administrative costs), unless specified otherwise in the offer.
2. The compensation for Services of TBW is based on the circumstances at the time of the conclusion of the Agreement. In case of any unforeseeable cost increases, e.g.: through price increases of suppliers and subcontractor (purchasing and catering prices, accommodation costs), increase of transport costs, insurance premiums, wage costs based on collective labour agreements, taxes, social contributions, import duties and similar costs, currency fluctuations TBW is entitled, to pass on the price increase to the Commissioning Party. If the price increase is more than 15% of the total price, the Commissioning Party is entitled to terminate the Agreement. The termination must be made immediately in writing.
3. TBW is also entitled to adjust the price of the Services if the price was based on misleading, incorrect or incomplete information from the Commissioning Party.
1. Invoices are due immediately and payable within 14 days without deduction.
2. TBW is entitled to demand reasonable advance payment or a security deposit. If after the conclusion of the Agreement circumstances give rise to doubts about the solvency of the Commissioning Party, TBW is entitled to make the Service dependent on collateral or prepayment.
3. Upon exceeding the payment date the Commissioning Party is automatically in default, without the necessity of a reminder. Once the Commissioning Party is in default, all other claims of TBW under the business relationship become payable immediately.
4. The Commissioning Party is only entitled to set-off or reduction, if his counterclaims are legally established, undisputed or acknowledged.
7. Inspection, complaints, warranty claims
1. Complaints must be informed in writing to TBW by the Commissioning Party within five weekdays after discovery, but no later than within ten weekdays after execution of the respective service or delivery.
2. In case of defects the following applies: in all cases, also for services under lease agreements, TBW first has the right to fulfil its obligations. The Commissioning Party only has further rights including deduction if TBW has not remedied the defect within a reasonable period set by the Commissioning Party. For rental services, the strict liability for defects existing at the conclusion of the Agreement are excluded. For Services the statutory regulations apply. For work and sales related Services TBW is entitled to compliance, whereby TBW is free to choose the type of compliance. The Commissioning Party can only claim additional warranty rights, if the fulfilment has failed.
3. The limitation period for warranty claims and claims of the Commissioning Party due to contractual breach of duty is one year. This does not apply to claims due to loss of life, health, of limbs, claims under product liability, an essential contractual obligations, as well as for damages, resulting from wilful misconduct or gross negligence.
8. Termination by the Commissioning Party (Cancellation/Termination)
1. Unless agreed otherwise, the Commissioning Party has no unilateral right of termination after the conclusion of the Agreement. In the event of a unilateral termination/cancellation/non-commencement of the Service TBW is entitled to demand the following compensation for the cancellation (hereinafter “Cancellation fees”):
a. Costs for training and disposal of the sites: 100% of the respective compensation unless a another Commissioning Party is found for this period, the difference in revenue should be calculated
– Cancellation up to three months prior to the event: no cancellation fees
– Cancellation less than 3 months to 2 months prior to the event: 25% of the respective compensation,
– Cancellation less than 2 months to 1 month prior to the event: 50% of the respective compensation,
– Cancellation less than 1 month to 10 weekdays prior to the event: 75% of the respective compensation,
– Cancellation of less than 10 weekdays prior to the event: 100% of the respective compensation.
– Cancellation more than 1 month prior to the event: no cancellation fees
– Cancellation less than 1 month to 10 weekdays prior to commencement of the assignment: 35% of the respective compensation
– Cancellation of less than 10 weekdays to 2 Weekdays prior to the event: 60% of the total price
– Cancellation of less than 2 weekdays prior to the event: 100% of the respective compensation
2. The Commissioning Party is entitled to prove that actually a lesser damage has been suffered.
3. Any advance payment made by the Commissioning Party with respect to the cancelled assignment, will be refunded after deduction of the cancellation fees.
4. For reductions of the number of participants the following applies: As far as the compensation components are charged based on the number of the participant(s) (e.g. accommodation costs, catering) (participant dependent compensation), this is a partial cancellation and subject to the previously mentioned cancellation fees. In this case the cancellation fee applies to the cancelled participant(s) cancelled participant dependent compensation. If the compensation is charged irrespective of the concrete number of participants (e.g. events on the site) (participant independent compensation), the reduction of the number of participants does not affect the compensation to be paid. The participant independent compensation must be paid in full irrespective of the time of the cancellation and regardless of the reduction of the number of participants.
5. Any increases in the number of participants requires the consent of TBW. In case of permission, the actual number of participants will be specified.
6. Any termination (Cancellation) must be made in writing.
9. Termination by TBW
1. Like the Commissioning Party, TBW is also entitled to unilateral termination, without infringement liability or other claims arising against TBW, if the termination takes place latest three months prior to the event. (received by the Commissioning Party)
2. The right to extraordinary termination for cause remains unaffected. Besides the cases explicitly provided for in these provisions, a termination occurs for example:
a. if the Commissioning Party does not pay a prepayment demanded under § 6.2 also within reasonable period set by TBW or
b. in case of a serious infringement of the obligations under the Agreement (for example an infringement of against safety regulations) or
c. if the Commissioning Party fails to comply with his Obligations in the event of another breach of duty despite a written warning within 20 days, or
d. if the Commissioning Party has been declared insolvent or he has filed for insolvency, the Commissioning Party the client has applied for liquidation or dissolution or if the Commissioning Party applies for moratorium or is granted moratorium
e. TBW has good reason to believe that the safety or the reputation of TBW or his representatives is at risk, no attributable to TBW.
3. Any further rights of TBW to terminate the Agreement shall remain in full force. In the event of extraordinary termination in accordance with Paragraph 1 of this Article, all claims of TBW against the Commissioning Party will be payable immediately.
4. The termination must be made in writing.
10. Return of the items the made available
1. If TBW has made items available to the Commissioning Party at the execution of the Agreement, the Commissioning Party is obliged to fully return these items immediately after termination of the Agreement in the original condition and free of defects.
2. In case the Commissioning Party fails to comply the obligation referred to in Paragraph 1 of this Article, all resulting costs (e.g. for repair or replacement the goods) will be borne by the Commissioning Party.
11. Liability of TBW
1. For damages caused by the Commissioning Party or a participant(s), resulting from non-compliance of the safety instructions or orders of the personnel or these Terms and Agreements, there is no liability.
2. Entering the site of TBW and its use is at your own risk. Bringing own items is also at the risk of the Commissioning Party. The Commissioning Party is aware that personal injury and/or property damage, also when applying utmost care, cannot be excluded. TBW is only liable for negligence which is essential for compliance with the proper execution of the Agreement and that contract partner can assume that it is complied with (cardinal duty). If TBW is liable for negligence, the liability is limited to the damage that TBW had to typically take into account under the circumstances at the conclusion of the Agreement.
3. Furthermore the liability is limited to the amount of the liability insurance of TBW.
4. TBW is not liable – except in the case of intent – for indirect damages or consequential damages, such as loss of profit, lost savings and damages due to downtime.
5. The foregoing limitations of liability do not apply for loss of life, limbs or health unless TBW has issued a guarantee or is liable under the products liability act.
6. The liability exclusions and limitations also apply also to our employee(s) and representatives.
12. Liability of the Commissioning Party
1. The Commissioning Party has unlimited liability for all damages resulting from non-compliance with an obligation of the Commissioning Party, his registered participant(s) or third parties affiliated with him, especially all damages resulting from an infringement of the safety regulations mentioned here, the safety instruction, from non-compliance to instructions or orders from personnel of TBW as well as violation of the regulations relating to the items supplied or the use thereof.
2. The Commissioning Party is liable for any mistakes of the registered participant(s) as well as his own mistakes.
3. The Commissioning Party shall indemnify TBW from any third party claims, if the actions of TBW were encouraged by the Commissioning Party.
4. In case the Commissioning Party has provided TBW with data carriers, electronic files and/or software, the Commissioning Party guarantees that these are free of viruses or other damaging properties. If the Commissioning Party uses a training facility of TBW outside the agreed training service, this will be the sole responsibility of the Commissioning Party. The Commissioning Party is liable towards TBW for any damages and indemnifies TBW of all liability claims from third parties.
5. Our liability is subject to the statutory limitation periods.
13. Act of God/Force Majeure
1. TBW is entitled to refuse the execution of the Service and to invoke Act of God if the execution of his obligations under the Agreement unreasonable prevented or hindered in whole or in part due to unforeseeable circumstances beyond his control for reasons of due diligence. This includes but is not limited to lightning, floods, unusually severe weather conditions, fire, war, epidemics, illness of the personnel of TBW, terrorist attacks, measures of local or national authorities or other competent bodies, planned and unplanned strikes, work-to-rule, blockades, traffic jams etc.
2. In this case the Commissioning Party is not entitled to compliance or compensation or other claims. If possible TBW will offer the Commissioning Party an alternative date after consultation.
1. The Commissioning Party is obliged to take out all insurances required to sufficiently insure his employees and any circumstances which in connection with the execution of the training e.g. through a operational accident insurance.
1. Both parties agree on confidentiality of all confidential information they received from each other or from other sources within the context of the Agreement. Information is considered to be confidential, if this has been indicated by the other party as confidential or where this is evident from the nature of the information. In case if doubt, information has to be regarded confidential.
2. In case one of the parties is obliged to submit confidential information based on a statutory provision or a court order to a third party designated by the legislature and the respective party can appeal to a right of refusal with respect to this matter recognised or granted by a competent court, this party is not obliged to pay compensation and the other party is not entitled to terminate the underlying Agreement.
16. Intellectual property
1. All intellectual property rights regardless whether these belong to TBW, assistants or people of TBW or suppliers of TBW, remain at TBW.
2. All work and materials provided by TBW, e.g. training material, are intended exclusively, for the Commissioning Party to be used for the agreed purpose and may not be duplicated, published or forwarded to a third party without the prior written consent of TBW, also not for internal purposes.
3. TBW reserves the right to use knowledge gained through the execution of the Agreement for other purposes, provided that no confidential information of the Commissioning Party can be forwarded to a third party. Any intellectual property rights based on such knowledge are and remain the property of TBW.
4. The Commissioning Party is not allowed to take photos, films and/or video recording of the education, training or training facilities without prior written consent TBW.
17. Applicable law, court of jurisdiction, place of performance
1. Place of performance is the location of TBW.
2. The law of the Federal Republic of Germany shall apply to the execution of the agreement as well as these Terms and Conditions and any ensuing obligations under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The sole jurisdiction is the court at the location of TBW.