General Terms of Business / Conditions of Contract
of Europe Efficiency (EUE) UG and Associates

Scope of Application
The following conditions govern all contracts, agreements and understandings between Europe Efficiency (EUE) UG and the Client. Europe Efficiency (EUE) UG is hereunder referred to as “Service Provider" or "SP”.

Subject
SP shall provide services to Client as agreed in the individual Terms of Reference (TOR) and/or the Quote to Client, constituting integral parts of the Agreement with Client. A minimum fee shall apply for each intervention. The scope of the Services may be modified by mutual agreement of the parties, in which event the Agreement with Client shall be considered altered to reflect the new estimated timetable and/or the fees plus materials payable. SP may provide alternative or additional experts of suitable competence should the need arise.

Responsibilities of the Parties
1. Responsibilities of SP
   - SP must keep Client informed on a regular basis;
   - SP shall provide proper services in accordance with the Agreement, and, in case of need, engage other experts;
   - first and foremost consider Client's interests;
   - to honour responsibilities stated in the Agreement in reasonable time.
2. Responsibilities of Client
   - Client shall promptly provide SP with everything necessary to fulfill the work required by the Agreement;
   - Client shall timely pay SP in accordance with the Agreement. Services shall commence after receipt of first payment.

Fees, Settlement, Reimbursables
1. Client shall pay to SP any & all fees for the work done as well as all related costs (purchases etc) plus Value Added Tax and/or other taxes where applicable.
2. Beyond SP’s home base, Client shall pay for SP’s accommodation & subsistence in conjunction with the services; as well as justifiable expenses actually incurred. Home base defined as 25km to the nearest SP office.
3. SP’s invoices shall be paid upon receipt. In case either the local Producer Price Index or the Consumer Price Index is higher than 10% p.a., the additional cost incurred shall be paid by Client. If Client’s payment arrives later than 10 days after receipt of invoice, a penalty of 1.5% per month will be imposed.

Hand-over
If an acceptance procedure has been agreed, an acceptance report must be drawn up and signed by both parties. Without such an acceptance report, all services shall be deemed accepted 7 calendar days after completion of the work.

Indemnification
Client hereby agrees to indemnify and hold SP or any subsidiary and affiliated company of SP harmless from and against all claims, liabilities, losses, damages and expenses as they incurred, relating to or arising out of any transaction or matter which is related to the Services, including any legal proceeding in which SP may participate whether or not it is a party. Client shall not, however, be liable under this indemnity to the extent that any such claims, liabilities, losses, damages and expenses result from the gross negligence or wilful malfeasance of SP or its workers performing the Services. SP’s liability shall under any & all circumstances be limited to € 3,000 or total payment received for the Services, whichever is lower. This indemnity agreement shall on the same terms and conditions extend and inure to the benefit of any affiliates, stockholders and employees of SP and shall be binding upon any successors or assigns of Client.

Liability and Warranty
SP agrees to provide the services hereunder in good faith, to the highest standard appropriate for these services, but does not make any express or implied warranty that the services provided hereunder will have such effects as expected or intended by either party or both parties.

Non-solicitation
During the project period and for one year after its termination, client by themselves, their officers, directors, agents, associates or any related parties shall not solicit for employment or hire, nor induce any employee or independent contractor associated with the SP to terminate or breach an employment, contractual or other relationship with the SP. In case of breach of any such provisions, the SP shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

Duration and Termination
The duration of contract is determined by the Agreement with Client. Either of the parties may terminate the Agreement at any time at 10 calendar days written notice; with or without cause. SP may terminate if payment is delayed more than 10 calendar days after due date; in which case all fees & expenses according to quote become due & payable at once. If the Agreement is terminated before project launch, Client shall pay a minimum fee of € 2,450.

Governing Law and Jurisdiction
All and any contracts, agreements and understandings between SP and Client are to be governed by and are to be construed and enforced in accordance with the laws of Germany.  Place of jurisdiction is Darmstadt in Germany.

Other Terms
1. Should any part of these Conditions of Contract or of the Agreement be held invalid or unenforceable, the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original purpose and economic intent of such part of provision in a valid and enforceable manner, and the remainder of these Conditions of Contract and/or of the Agreement shall remain binding upon the parties hereto.
2. Unless otherwise stated, any Quote to Client shall expire within two weeks from its date of submission.
3. As a rule of interpretation, the Agreement between Client and SP has precedence over these General Conditions of Contract, which are complementary to it.