Terms & Conditions

State: 2022-10

1. Scope of Application All offers, orders, deliveries, and services provided by VENgard Consulting LLC („the Company“) are subject to the following general terms and conditions. These general terms and conditions shall also apply to all future business relationships with the client, even if not expressly agreed upon again. Any deviations, additional or conflicting terms and conditions of the client shall not be deemed agreed upon, even if the Company does not expressly object. Deviations from these terms and conditions shall require written form to be effective.
2. Offers
   1. All offers by the Company are non-binding and subject to change. A contract is only concluded upon written order confirmation by the Company or upon execution (including partial deliveries) of a client’s order. Employees, sales representatives, and agents of the Company are not authorized to accept orders from clients with binding effect on the Company.
   2. All information regarding units of measurement, weights, quality, design, and materials are determined with due consideration of applicable standards and technical norms, but are only approximate and not binding for the Company. This also applies to information provided by the Company’s suppliers.
3. Prices and Payment Terms
   1. Prices are quoted ex-works or ex-factory (EXW according to Incoterms 2010), excluding packaging, freight, and other incidental expenses, plus applicable value-added tax and duties. Prices are dependent on the agreed quantity, delivery time, and availability.
   2. Unless otherwise agreed upon in writing – which requires written form – invoices are due for payment immediately and without deduction, and no later than within 14 calendar days from the invoice date. In case of default, the Company is entitled to claim default interest at a rate of 10% above the respective base interest rate. The client shall be liable for all costs incurred by the Company due to the default, including the costs of a dunning procedure. Regardless of any conflicting provisions by the client, all payments shall be credited first to the oldest claim, namely to costs, then to interest, and finally to the principal balance.
   3. If the client is unable to ensure payment of the Company’s claims to the extent contractually required or for other reasons, thereby jeopardizing the Company’s payment claims, the Company is entitled to execute further deliveries and services only against prepayment, make the provision of additional services conditional upon the provision of securities, and/or suspend services until full settlement of all due payment claims.
4. Delivery or Performance Time
   1. Delivery dates are binding only if expressly designated as such in writing by the Company and if all documents necessary for the execution of the order are provided by the client in a timely manner. All delivery dates, including binding delivery dates, depend on the Company itself as well as the respective suppliers of the Company. The Company is not responsible for deliveries to be provided by the suppliers of the Company. The time at which the risk is transferred according to Clause 6 is decisive for compliance with delivery dates.
   2. Delays in delivery or performance due to force majeure or other unforeseeable circumstances not attributable to the Company that significantly impede or make it impossible to fulfill the obligations, in particular difficulties in procuring materials, strikes, lawful lockouts, disruptions in operations, official orders, etc., even if they occur at suppliers or subcontractors, entitle the Company to suspend delivery or performance for the duration of the hindrance, including a reasonable lead time. The Company shall not be liable for the aforementioned circumstances, even if they occur during an existing delay. The Company shall inform the client of any such delays promptly and make reasonable efforts to minimize the impact on the client.
   3. In case of delays caused by the Company, the client shall grant an appropriate extension of time. If the Company fails to meet the extended delivery date, the client is entitled to rescind the contract. Claims for damages due to delayed delivery or performance are excluded, except in cases of willful intent or gross negligence on the part of the Company.
5. Transfer of Risk and Acceptance
   1. The risk of accidental loss or deterioration of the goods passes to the client upon handover to the carrier or, in case of self-pickup, upon handover to the client or the client’s representative. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs.
   2. If the client is in default of acceptance or if the client fails to provide information or instructions necessary for delivery, the Company is entitled to store the goods at the client’s expense and risk. In such cases, the Company is also entitled to charge the client for any additional costs incurred due to the client’s default.
6. Warranty and Liability
   1. The client must inspect the goods promptly upon receipt and notify the Company in writing of any defects or non-conformities within seven calendar days. Otherwise, the goods shall be deemed accepted, except for defects that were not recognizable during the inspection. The client shall bear the burden of proof for all requirements for subsequent performance, in particular for the defect itself, for the time of detection of the defect, and for the timely notification of the defect.
   2. The Company warrants that the goods are free from defects at the time of transfer of risk. The warranty period is 12 months from the date of delivery. The warranty does not cover normal wear and tear, damage caused by improper handling or storage, unauthorized modifications or repairs, or non-compliance with operating and maintenance instructions provided by the Company.
   3. In case of a justified notification of defects, the Company has the right to choose between subsequent performance by eliminating the defect (repair) or by delivering defect-free goods (replacement). In case of failure of subsequent performance, the client may, at its discretion, request a reduction of the purchase price (reduction) or withdraw from the contract (rescission).
   4. The Company’s liability for damages, regardless of the legal basis, is limited to cases of willful intent or gross negligence. In case of ordinary negligence, the Company shall be liable only for damages resulting from injury to life, body, or health, or for the breach of essential contractual obligations. The Company’s liability for damages caused by delay is limited to 0.5% of the net order value per complete calendar week of delay, but in no case to exceed 5% of the net order value.
   5. Any further liability for damages is excluded. In particular, the Company shall not be liable for lost profits, indirect or consequential damages, or damages resulting from third-party claims against the client.
7. Confidentiality The client shall treat all non-public information received from the Company as confidential and shall not disclose it to third parties without the Company’s prior written consent. This obligation shall survive the termination or expiration of the contractual relationship between the parties.
8. Data Protection The Company collects, processes, and uses personal data of the client in compliance with applicable data protection laws. The client can find further information on the Company’s data protection practices in the Privacy Policy available on the Company’s website.
9. Applicable Law and Jurisdiction These general terms and conditions and all legal relationships between the Company and the client shall be governed by the laws of the jurisdiction where the Company is registered. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The exclusive place of jurisdiction for all disputes arising from or in connection with these terms and conditions shall be the competent court at the Company’s registered office.
10. Severability Clause If any provision of these terms and conditions is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. In such a case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the economic and legal intention of the invalid or unenforceable provision.

 

These terms and conditions constitute the entire agreement between the Company and the client and supersede all previous communications, representations, or agreements, whether oral or written, relating to the subject matter hereof. Any amendments or additions to these terms and conditions must be made in writing to be valid.