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General Terms and Conditions of Service of A Green Trading GmbH                           Status: 01/2023

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§ 1 Scope of application

  1. The consulting services provided by A Green Trading GmbH (AG-TRADING), Rennsteigstr. 2-6, 98544 Zella-Mehlis, Germany, within the scope of consulting services for clients are provided on the basis of these General Terms and Conditions of Service. These are primarily strategy, management, organizational, process, system and application consulting ("consulting services") for the clients.

  2. These General Terms and Conditions of Service shall apply exclusively to contracts for the aforementioned consulting services of AG-TRADING. The validity of conflicting terms and conditions or terms and conditions that deviate from or supplement these provisions shall require a separate agreement, at least in text form. Conflicting general terms and conditions of the client shall not become part of the contract even if AG-TRADING performs a consultancy service without reservation in the knowledge of the client's terms and conditions.

  3. These General Terms and Conditions of Service shall only apply to entrepreneurs (Section 14 BGB), legal entities under public law and special funds under public law.

 

§ 2 Conclusion of contract

  1.  consultancy contract is concluded when the client accepts an offer from AG-TRADING. AG-TRADING shall be bound by its offers for 14 bank working days, unless a different binding period is specified in the respective offer itself.

  2. AG-TRADING may also accept requests for advice from the customer by issuing an order confirmation. Acceptance of the offer is also deemed to be the commencement of the consultancy by AG-TRADING.
    The offers of AG-TRADING are net prices,

  3. Any ancillary agreements or amendments to a concluded contract require the consent of the other contracting party in text form in order to be valid.

 

§ 3 Service provision

  1. AG-TRADING shall provide consulting services in accordance with the order placed. The subject matter and scope of the order shall be as agreed between the contracting parties in text form. AG-TRADING shall confirm the order in text form.

  2. Unless otherwise agreed in individual cases, AG-TRADING's activity consists of providing independent and instruction-free advice to the client as a service. The client is solely responsible for deciding on the timing, type and scope of implementation of the measures recommended by AG-TRADING. AG-TRADING is not responsible for the achievement of a certain technical and/or economic success.

  3. The place of performance is the registered office of AG-TRADING.

  4. AG-TRADING is also entitled to use third parties, such as subcontractors or other expert persons and institutions, to carry out the consulting services.

  5. Specific performance dates for consulting services are only binding if they have been confirmed by AG-TRADING in text form.

  6. In cases of force majeure, the contractual obligations of both contracting parties shall be suspended and the dates and deadlines for the fulfillment of contractual obligations shall be postponed accordingly. The event of force majeure must be reported to the other contractual partner immediately in text form.

 

§ 4 Remuneration and terms of payment

  1. The amount of remuneration shall be based on the agreement reached between the client and AG-TRADING.

  2. Unless otherwise agreed by the contracting parties, travel times, travel expenses and accommodation costs shall be charged according to actual expenditure.

  3. AG-TRADING is entitled to issue interim invoices according to the progress of work.

  4. An invoice shall be issued to the client for the services rendered. Invoices issued by AG-TRADING are due for payment without deduction from the date of receipt of the invoice. The customer shall be in default of payment if it has not paid within 10 bank working days of receipt of the invoice. Payment shall only be deemed to have been made when AG-TRADING can dispose of the payment amount.

  5. If the customer is in default, the customer shall pay the statutory default interest applicable at that time. If AG-TRADING has incurred higher default damages, AG-TRADING shall also be entitled to claim these damages from the Customer.

  6. AG-TRADING shall be entitled to suspend further consultancy services in the event of non-payment of interim invoices until all due claims arising from the business relationship with the customer have been settled.

  7. If the client does not meet its payment obligation from the interim invoices on time, AG-TRADING may decide to provide further consulting services only against advance payment.

 

§ 5 Duty to cooperate

  1. The client shall promote the consulting services of AG-TRADING through appropriate acts of cooperation. The client shall inform Biogas Pool 2 completely and truthfully about all facts related to the order and shall provide it with all documents and data related to the order in an orderly manner. The client shall inform AG-TRADING immediately of any change in its contact details and shall arrange for a replacement if it is unavailable for more than one week.

  2. The customer's obligations to cooperate set out in paragraph 1 shall be provided free of charge.

  3. If the customer fails to comply with its obligations to cooperate and AG-TRADING is therefore unable to provide consulting services in whole or in part, in particular within the agreed period, the agreed period shall be extended accordingly.

 

§ 6 Change requests and service changes

  1. A change request is a request by one of the contracting parties aimed at changing the contractually agreed scope of services. Both contracting parties are entitled to request the other contracting party to discuss and negotiate changes to the contractually agreed services.

  2. If the examination of the change request requires considerable effort, AG-TRADING shall submit an offer for the examination to the customer.

  3. AG-TRADING shall examine requests for changes and inform the customer of the result together with any resulting costs and postponements of the schedule in the form of an offer (text form).

  4. If the client accepts the offer, the changes shall become part of the contract. If the client does not accept the offer,
    the contractual partners shall continue the consultation unchanged. Until such time as the contracting parties have agreed on the change request, the contracting parties shall provide their services as originally agreed, unless the client instructs AG-TRADING in text form that the work is to be suspended or restricted until a decision on the change in services has
    been made.

 

§ 7 Usage rights

  1. Work results are all works created by the activities of AG-TRADING within the scope of the consultancy service, in particular documents, project outlines, presentations and drafts.

  2. The work results are subject to industrial property rights and are protected by copyright, among other things. AG-TRADING is exclusively entitled to the rights of use and exploitation, unless these have been granted to the client in writing. The exclusive right of use and exploitation shall also apply if the work results have been created on the basis of the customer's specifications or cooperation.

  3. If the transfer of work results to the customer has been agreed in the contract, AG-TRADING shall grant a simple, perpetual right to use the work results in the customer's business operations. The transfer of further rights of use, in particular the right of the customer to utilize and distribute the work results outside its business operations, shall require a written agreement between the contracting parties.

  4. AG-TRADING is entitled to include the client in its reference list if the client does not object to the publication within 3 weeks of the conclusion of the contract. The naming of the customer as a reference may be prohibited by the customer even after the expiry of this period.

 

§ 8 Contract terms and termination options

  1. Contracts concluded for an indefinite period may be terminated by the client and by AG-TRADING with a notice period of 1 month to the end of a calendar month. The right to extraordinary termination remains unaffected.

  2. If a specific term has been agreed, this shall be extended by one year in each case if the contractual relationship is not terminated by the customer or AG-TRADING with a notice period of 3 months to the end of the specific contractual term or to the end of the extended contractual term. The right to extraordinary termination remains unaffected.

  3. In the event of default of payment, AG-TRADING is entitled to terminate the contract immediately for good cause after unsuccessful reminder with a deadline in text form.

  4. In the event of repeated breaches of the provisions on rights of use set out in these General Terms and Conditions of Service, AG-TRADING shall be entitled to terminate the contract immediately for good cause, even without issuing a reminder.

  5. In the event of extraordinary termination, AG-TRADING shall be entitled to payment of the remuneration up to the date of the next possible termination date which would have existed if the contract had been continued regularly.

  6. In any case, notices of termination must be in text form in order to be effective, unless the contracting parties have agreed otherwise.

 

§ 9 Liability

  1. AG-TRADING is not liable for the achievement of a certain economic success.

  2. Furthermore, AG-TRADING shall not be liable for damages caused by slight negligence, unless the customer's claims for damages are based on the breach of material contractual obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other party may regularly rely; from injury to life, limb or health or liability under the German Product Liability Act.

 

§ 10 Confidentiality

  1. All information communicated to the client or AG-TRADING by the other party in writing or verbally, including the contractual content, shall be treated confidentially. The use of confidential information is limited to use in connection with this contract. Confidential information may not be passed on to third parties without the prior consent of the disclosing contracting party, unless such third parties are legal, tax, communications or other advisors or insurance companies and are themselves subject to a statutory or contractual duty of confidentiality, from which the contracting parties shall not release them in this respect.

  2. The contractual partners shall also obligate their employees and third parties, insofar as they legitimately come into contact with the confidential information, to treat the content confidentially, unless they have already been obligated to maintain confidentiality in another way.

  3. Such confidential information is exempt from the obligations set out in paragraphs 1 and 2,

    Which was demonstrably already known to the recipient at the time the contract was concluded or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;

    Which are publicly known at the time the contract is concluded or are made publicly known thereafter, unless this is due to a breach of paragraphs 1 and 2;

    Which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.

    The obligation of confidentiality shall continue to apply after termination of the contract.

 

§ 11 Privacy notice

  1. All available data shall be treated confidentially and in accordance with data protection regulations, in particular the GDPR. The personal data provided by the customer will be stored by AG-TRADING and used exclusively for the provision of the contractual service obligations.

  2. If AG-TRADING processes personal data of the customer on behalf of the customer in the context of the provision of services, the parties shall conclude a standard market agreement on the processing of data on behalf of the customer in accordance with Art. 28 GDPR before the start of processing.

 

§ 12 Final provisions

  1. The General Terms and Conditions of Service and all contracts of AG-TRADING, including the form in which they are concluded and all rights and obligations arising from them, are subject to German law. This also applies to all non-contractual claims in connection with these contracts.

  2. For any disputes arising from or in connection with these contracts (including those concerning their validity), the courts in Dortmund shall have exclusive jurisdiction in the first instance. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

  3. AG-TRADING reserves the right to amend these General Terms and Conditions of Service without stating reasons, insofar as this is necessary due to changes in the services of its offers or due to legal changes or as a result of technical developments and is reasonable for the client.

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