General Terms and Conditions /AGB-Subcontractor Services (AG-Sub)

for use (“B2B”) between

Entrepreneurs, legal entities under public law and special funds under public law

– hereinafter referred to as “Contractor” –

and

Gebrüder Dorfner GmbH & Co KG (Hirschau, Germany)

resp.

Dorfner Analysis Center and Plant Planning Company (Hirschau, Germany)

– hereinafter referred to as the “Client”

§ 1 Scope of application

1. These General Terms and Conditions for Subcontractor Services apply to the procurement of work and services of all kinds, insofar as reference is made to these terms and conditions in the invitation to tender, in the order or in the contract. The GTC-Sub shall apply in addition to and subordinate to the individual contractual provisions of the Client with the Contractor. For long-term business relationships with the Client, these GTC Sub shall form the contractual basis and shall therefore be recognized by the Contractor for the entire duration of the business relationship upon conclusion of the first contract, including the following conditions.
2. In relation to general terms and conditions or other terms and conditions of the Contractor, the GTC Sub shall apply exclusively; this shall also apply if the Customer does not expressly object to the Contractor’s terms and conditions. Any terms and conditions of the Contractor that conflict with or deviate from the order or the GTC Sub shall not be recognized and shall not be included unless their inclusion has been expressly agreed.
3. Insofar as text form is required in these terms and conditions, transmission by e-mail shall also suffice, unless expressly agreed otherwise.

§ 2 Offers, orders, power of representation, other declarations,

1. The Contractor is obliged to accept the Client’s order in text or written form within a period of 2 weeks. The contract shall only come into effect with this order confirmation from the Contractor. A delayed order confirmation shall be deemed to be a new offer by the Contractor, which must be expressly accepted by the Client in text or written form for an effective conclusion of contract.
2. Offers and cost estimates are free of charge and non-binding for the Client. Silence on the part of the Client with regard to offers shall not be deemed acceptance.
3. Legally binding declarations aimed at the establishment, amendment or termination of contracts shall be made exclusively by the purchasing department and must be made in writing or text form. Verbal orders, commissions or other contract conclusions by employees or other agents of the Client shall require written or textual confirmation by the Client in order to be valid. This does not apply to the legal representatives of the company.

§ 3 Scope of services, place of performance

1. All services of the Contractor must comply with the contractual scope of services and in particular the essential characteristics specified therein and must be suitable without restriction for the customary period of use and the contractually stipulated purpose or, if no such purpose is specified, for the customary purpose, or in the case of temporary employment, the employees must have the skills and knowledge required in the individual case. The agreed overall completion date shall be decisive for the obligations set out in this clause 3; in the absence of such a date, the date of acceptance shall be decisive.
2. The scope of services shall include compliance with all mandatory technical and other regulations and findings applicable to the services owed at the time of performance, even if they are not expressly and separately listed in the contractual documents, in particular with regard to occupational safety and environmental protection.
3. The Contractor undertakes to perform the scope of delivery and services in accordance with the statutory provisions applicable in the individual case.
4. The Contractor is obliged to inform the Client immediately and comprehensively if a change in the scope of performance is necessary for the fulfillment of the contract. Any concerns about the performance of the service requested by the Client or the contractually agreed performance of the service must be notified in writing without delay and in such detail that the Client can fully assess all effects in every respect if the performance of the service remains unchanged.

§ 4 Information about locations and other circumstances

1. The Contractor shall be entitled, at the request of the Client, to inspect the locations and buildings relevant for the provision of services as well as other conditions, facilities and objects prior to the conclusion of the contract, to familiarize itself with these and to clarify any uncertainties with the Client prior to the commencement of the order. The Client shall enable the Contractor to carry out this inspection within the scope of operational possibilities and provide the information required for the submission of an offer, insofar as this is possible by reasonable means. If uncertainties nevertheless remain with the Contractor or if the Contractor recognizes risks, the Contractor shall declare an express reservation.
2. If the Contractor fails to carry out the inspection in accordance with paragraph 1 above, it may not later invoke circumstances that would have been recognizable during this inspection. The same applies to omitted reservations.
3. If necessary in individual cases, the Client shall instruct the Contractor and/or the employees or, if applicable, subcontractors deployed by the Contractor in special danger areas and point out and instruct them in the necessary protective and safety measures. Form FB.000135 and FB.00136 and, if necessary, FB.00137, FB.00138 shall be used for this purpose. If work is carried out that requires a permit under mining law, a contractor supervisor must be appointed; form FB.00010 must be used for this purpose.
4. If necessary in individual cases, the Contractor shall take measurements and check drawings for conformity with the existing systems, facilities and buildings, etc. required for the execution of the order, on its own responsibility.
5. The Contractor shall request any agreed and other required planning documents, declarations of consent and other information from the Client in good time in advance, generally two weeks before the required date.

§ 5 Prices and pricing

1. Unless otherwise agreed, the prices are fixed prices. All prices are subject to the applicable statutory value added tax.
2. The prices include everything that the Contractor has to do to fulfill its performance obligation at the agreed place of performance.

§ 6 Hourly wage billing

1. If it has been agreed that the services shall be invoiced on the basis of hourly wages, the Contractor shall be remunerated for the actual hours worked and confirmed by the Client after deduction of breaks and set-up times; however, the obligation to pay remuneration shall be limited to the objectively required number of hours of experienced and qualified workers. Travel times and expenses shall only be remunerated if this has been expressly agreed. The smallest billing unit is half an hour or part thereof.
2. The time sheets shall be issued on the control reports (FB000203) provided by the Client and submitted to the Client’s authorized representative for countersignature on a weekly basis immediately after completion of the service in the case of shorter durations. The time sheets shall list the Client’s order number, the services performed and the periods of activity as well as the first and last names and function of the employees deployed.

§ 7 Deviations from the contract / additional services

1. Services of the Contractor that deviate from or add to the contract shall require a prior amendment to the contract or a supplement, to which the provisions in Section 2 (2) shall apply accordingly.
2. If the Contractor identifies changed services as necessary or if such services are requested by the Client, the Contractor shall inform the Client immediately in all details. The Contractor’s information to the Customer shall be free of charge and non-binding for the Customer. The Client shall be entitled to change the scope of services by amending or supplementing the order accordingly. The Contractor shall be obliged to accept the Client’s order in text or written form within a period of 2 weeks. The amended contract shall only come into effect with this further order confirmation from the Contractor. A delayed order confirmation shall be deemed to be a new offer by the Contractor, which must be expressly accepted by the Client in text or written form for the contract to be validly concluded.
3. The Client’s consent to deviating services shall be given by written/textual agreement or written/textual amendment of the order by the Client.
4. Contractual performance times and deadlines and/or completion dates shall only be affected by an amendment to the contract if this has been agreed in writing.
5. We reserve the right to carry out the work ourselves or to outsource additional services to third parties.

§ 8 Execution

1. All equipment, tools and other materials, clothing, etc. required for the execution of the order are included in the contractually agreed prices and shall not be remunerated separately unless this has been contractually agreed.
2. Any items provided by the Client may only be used for the execution of the contract. The Contractor shall be liable for excessive wear and tear or damage.
3. The Client shall only accept the Contractor’s execution documents for inspection. By signing them off, the Client merely confirms that it has taken note of them. The Client thereby assumes no responsibility for the design, execution and freedom from defects. Suggestions for changes, instructions and complaints by the Client shall not release the Contractor from its sole responsibility for achieving the contractually owed success. The Client shall be entitled to issue instructions to the Contractor to ensure that the purpose of the contract is achieved and that performance is free of defects. In the case of instructions, the Client shall only be liable within the meaning of § 645 BGB if the Contractor has immediately raised and justified concerns in writing.
4. Notwithstanding the obligations of the Contractor, the Client reserves the right to inspect the performance of the services on the construction site or at the Contractor’s and any subcontractors’ premises – express reference is made to Section 9.3. The Client shall be granted access to the respective workplaces, storage rooms etc. in which the objects of the services or parts thereof are manufactured or the materials intended for this purpose are stored, within business or operating hours. At the request of the Customer, the execution documents shall be presented to the Customer for inspection and the necessary information shall be provided, unless they are manufacturing or business secrets of the Contractor.
5. The Contractor shall appoint an authorized representative. His replacement shall require the prior written consent of the Client, which may only be refused for good cause.
6. For good cause (e.g. serious violation of occupational safety regulations), the Client may deny access to its premises to certain persons working for the Contractor.
7. The Contractor shall remain solely responsible for all items brought onto the Client’s premises or handed over to the Contractor by the Client for the performance of the service.
8. Insofar as the contract documents require the submission of documents, this shall include the handover of a version or copy thereof intended for retention by the Client.

§ 9 Transfer of contract / company name / subcontractors / requirements for the deployment of employees

1. The Contractor shall notify the Client immediately of any transfer of contract by operation of law and any change to its company name, legal form or registered office.
2. If an application for insolvency proceedings is filed with regard to the Contractor’s assets or the opening of such proceedings is rejected for lack of assets, or if there are clear indications that the conditions for filing for insolvency proceedings are met or that there are insufficient assets, the Client shall be entitled to an immediate extraordinary right of termination.
3. The Contractor shall generally provide the contractual services through its own company, unless the Client contractually permits the use of subcontractors by the Contractor. With regard to the essential components of its services, only the subcontractors listed in the offer may be used. The substitution or involvement of further subcontractors shall require the prior consent of the Client. The Client reserves the right to make approval dependent on certain qualifications and to prohibit the use of the subcontractor in the event of persistent unreliability or the loss of a required qualification or in the event of the commission of a criminal offense or administrative offense or in the event of a disturbance of industrial peace. The Contractor shall be liable for suppliers and subcontractors as for its own fault.
4. The Contractor undertakes to comply with the following requirements when deploying employees:
5. a) All of the Contractor’s employees deployed for this order must be properly registered for social insurance and issued with a social insurance card.
6. b) The Contractor undertakes to properly pay the wage tax and all social security contributions for these employees.
7. c) Foreign employees must have the necessary work permit.
8. d) At least the foreman or master craftsman must have a good knowledge of German in order to ensure smooth communication with the client or its customers/clients.
9. e) The Contractor hereby undertakes to comply with all statutory regulations applicable to the order, in particular the relevant trade police regulations, accident prevention regulations and other occupational safety regulations including, for example, hazardous substances and hazardous goods law, water resources law including federal state-specific regulations and working time regulations; the Contractor hereby also declares that it is aware of the regulations relevant to its performance and that the Contractor’s employees have been instructed in the relevant occupational safety regulations.
10. The Client may demand proof of compliance with the above obligations at any time.
11. If the Contractor fails to comply with the above obligations in whole or in part, the Client may withdraw the order from the Contractor in whole or in part with immediate effect and demand compensation for any damage incurred.

§ Section 10 of the Posted Workers Act, Minimum Wage Act and Working Hours Act

1. The Contractor undertakes to comply with the provisions of the Posted Workers Act (AEntG) and the Minimum Wage Act (MiLoG) and is responsible for ensuring that the minimum working conditions resulting from these laws and the legal ordinances issued in connection with the applicable collective agreements are observed and that at least the prescribed minimum wages are paid with regard to all employees deployed to fulfill the order, regardless of whether these are employees of the Contractor, of a subcontractor permissibly engaged by the Contractor or of a rental company commissioned by the Contractor or subcontractor. Furthermore, the Contractor undertakes to ensure compliance with the provisions of the Working Hours Act by its own and leased employees and to reliably and truthfully record and document the actual hours worked in accordance with the statutory provisions.
2. The Contractor shall indemnify the Client against any claims asserted against it due to a violation of the provisions of the AEntG and the MiLoG by the Contractor, a subcontractor permissibly engaged by the Contractor or a rental company commissioned by the Contractor or subcontractor.
3. Upon request, the Contractor shall demonstrate and prove to the Client in a suitable manner that and in what form compliance with the laws referred to in paragraph 1 is ensured in its company.

§ 11 Tax deduction / clearance certificate / posting of employees

1. Insofar as the Client is obliged under § 48 to 48d of the German Income Tax Act (EStG) to deduct the legally applicable tax of currently 15% from each payment to the Contractor under the respective contract, this shall be done unless the Contractor submits an exemption certificate issued by the competent tax office of the Contractor.
2. If the Contractor is in possession of a certificate of exemption from the competent tax office, the Contractor shall hand this over to the Client upon conclusion of the contract or inform the Client upon conclusion of the contract that it does not have a certificate of exemption. If the exemption certificate is limited to a specific order, the original exemption certificate shall be handed over to the Client. In all other cases, it is sufficient to hand over a copy of the exemption certificate that is legible in all parts.
3. The Contractor must inform the Client immediately if the competent tax office revokes an exemption certificate once issued for the future or withdraws it for the past.
4. At the request of the Client, the Contractor shall be obliged to provide evidence of the fulfillment of its current obligations to the social insurance institutions and tax authorities by submitting corresponding contribution fulfillment or clearance certificates.
5. The Contractor further undertakes not to deploy any temporary workers within the meaning of the Temporary Employment Act and/or any employees from third countries who are not in possession of a valid work permit and/or a valid social security card. In this respect, the Client shall be entitled to carry out checks to determine whether the employees deployed by the Contractor are in possession of the aforementioned documents.
6. In this respect, the Contractor further undertakes to ensure that it complies with the applicable minimum working conditions for the employees it employs and that the collectively agreed minimum wages owed in each case are properly accounted for and paid, that the social security contributions due on the remuneration of the Contractor’s employees are properly accounted for and paid to the competent collection agencies, including – in the case of the commissioning of construction services within the meaning of Section 1a AEntG – any contributions owed by the employer to joint institutions of the social security funds of the collective bargaining parties in the construction industry.
7. In particular, the Contractor shall be obliged to keep complete wage statements – including wage components paid abroad – available at the place of work for the employees it or its subcontractors employ. The same applies to residence and work permits, as well as to proof of the proper payment of social security contributions, wage tax and, in the case of the commissioning of construction services within the meaning of Section 1a AEntG, any contributions owed by the employer to joint institutions of the social security funds of the collective bargaining parties in the construction industry.
8. The Contractor undertakes to indemnify the Client against any claims, in particular pursuant to § 1a AEntG, arising from the culpable breach (within the meaning of § 276 BGB) of the obligations specified in § 17 and § 18 AEntG, including those of any subcontractors.
9. In the event of a breach of the aforementioned obligations by the Contractor, the Client shall also be entitled to set the Contractor a reasonable grace period to fulfill the aforementioned obligations with the announcement that the order will be withdrawn if the grace period expires without result. If this reasonable grace period expires without result, the Client shall also be entitled to withdraw the order from the Contractor without notice. The client is also entitled to have the part of the contractual service that has not yet been completed carried out by a third party at the expense of the contractor.

§ 12 Deadlines, impediments and disruptions to performance

1. The contractually agreed acceptance or overall completion date and other dates or deadlines referred to as “contractual dates” or “contractual deadlines” shall constitute binding dates and deadlines, culpable failure to meet which shall constitute default.
2. If the Contractor feels hindered by circumstances from the Client’s sphere of performance or risk, the Contractor must notify the Client immediately in order to give the Client the opportunity to remedy the situation. The provisions of §§ 642, 645 BGB remain unaffected.
3. If circumstances arise at the Contractor from its own sphere of performance or risk which have or may have a detrimental effect on the provision of services, services of parallel trades or the schedule, the Contractor shall notify the Client of these circumstances without delay.
4. Usual or foreseeable weather conditions have no influence on contractual deadlines and dates. In the event of completely unusual and unforeseeable weather conditions that make execution impossible, the execution deadlines shall be extended to a reasonable extent. The provisions on force majeure in clause 13 shall remain unaffected.
5. Any permits required for the execution of the order, in particular for work on Sundays and public holidays, shall be obtained by the Contractor. The Client shall obtain any permits required under mining law in individual cases.
6. The consequences of default shall be measured in accordance with the statutory provisions. If the other requirements of the right of rescission are met, the Principal may limit the rescission to the part of the performance not performed or not performed properly, irrespective of whether it is a self-contained or separable part of the performance. Instead of exercising the right of rescission, the Customer may terminate the contract with regard to the outstanding performance for good cause, without prejudice to its further statutory claims.
7. In order to enable the Customer to procure the service elsewhere, the Contractor shall be obliged, after the Customer has exercised its right of withdrawal/termination, to provide the Customer with the plans, drawings, calculations, software documents, industrial property rights, documentation and specifications prepared by it for the provision of the services owed prior to the exercise of the right of withdrawal in return for reasonable remuneration; the Customer shall have an option right in this respect. Furthermore, even after the Client has exercised its right to withdraw from the contract, the Contractor shall be obliged to provide the Client with the necessary information free of charge regarding the services it has provided.

§ 13 Force majeure

1. Events of force majeure shall entitle the respective contracting party to postpone the fulfillment of assumed obligations or, if the execution of the contract becomes unreasonable in whole or in part, to withdraw from the contract in this respect without the other contracting party being entitled to claim damages. Force majeure includes all events that occur unexpectedly and were not culpably caused by either party to the contract, in particular Natural disasters, fire, lightning, explosion, flooding, general supply disruptions, warlike, terrorist, tumultuous or comparable effects and labor disputes.
2. Force majeure shall be deemed to include serious operational disruptions that lead to a restriction or cessation of operations and other circumstances that make the fulfillment of obligations unreasonably difficult or impossible, regardless of whether they occur at a contracting party or at a third party, but only if the contracting party or the third party is not responsible for them.

§ 14 Property rights

1. The Contractor shall be liable for ensuring that its services and their contractual and intended use by the Client do not infringe industrial property rights. In the event of a claim by a third party, the Contractor shall be obliged to indemnify the Customer upon first written request and, if necessary, to enable the use of the subject matter of the contract by making appropriate changes to the service. However, the contractual and intended use may not be restricted by the change in performance.
2. Notwithstanding statutory claims, the Contractor shall indemnify the Client against all third-party claims and all damages, expenses and other disadvantages incurred by the Client as a result. In particular, this shall also include disadvantages incurred by the Customer as a result of any necessary modification of buildings, machines, systems and delays in the project or operational process.
   The above obligations to assume liability shall not apply if and to the extent that the Contractor is not responsible for the infringement in question.

3. If the Contractor is unable to enable the Client to use the object of performance, in particular because the third party insists on decommissioning the object of performance, and if an appropriate change in performance proves to be impossible, the Contractor must remove the object of performance at its own expense, returning the remuneration received plus interest at a rate of five percentage points above the base interest rate in accordance with Section 247 BGB. Further statutory claims shall remain unaffected.

§ 15 Proof of performance and acceptance

1. Unless otherwise stipulated in the contract, the Contractor’s performance requires formal acceptance; acceptance is a prerequisite for the due date of the Contractor’s claim to remuneration for all contracts based on these terms and conditions. The Client shall accept the services at the place of performance as soon as the Contractor requests this in writing after completion and all acceptance requirements have been met. Acceptance requires the preparation of a record on the Client’s form FB.000218), which must be signed by both contracting parties. Verbal acceptance or implied acceptance by commissioning is excluded. This shall not apply if the work is ready for acceptance and the Contractor has requested acceptance from the Client in writing and the Client refuses acceptance without justification.
2. Defects identified during acceptance must be documented on form FB.000212. The Contractor must immediately rectify any minor defects identified during acceptance. The successful rectification of defects shall be documented and the limitation period for this shall commence.
3. The risk of accidental loss or accidental deterioration and ownership shall pass to the Customer upon acceptance.

§ 16 Defects

1. The Contractor warrants that the contractual service is free of defects, has the contractually agreed quality and is suitable for the intended purpose under normal operating conditions. The Client shall be entitled to the full statutory claims for defects.
2. The limitation period for claims due to non-performance or improper performance shall be determined in accordance with the statutory provisions. It shall commence upon acceptance.
3. In the event of material defects and defects of title, the Client shall be entitled to the statutory rights. The Client shall grant the Contractor the opportunity for subsequent performance. If the rectification fails at the first attempt, the rectification shall be deemed to have failed as a whole and conclusively.
4. The Client shall be entitled to limit the withdrawal to the part of the service not performed or not performed in accordance with the contract, even if it is not a self-contained or separable part of the service. Instead of exercising the right of withdrawal, the Client may terminate the contract with regard to the outstanding performance for good cause without prejudice to its further statutory claims.
5. In the event that the return of the object of performance after exercising the right of rescission leads to disproportionately large damages for the Client or its customers, the Client may demand that it be permitted to use the object of performance temporarily in return for reasonable compensation for use, but no longer than until a replacement object has been procured or is ready for operation. (gross disproportion)

§ 17 Liability insurance cover

1. Unless otherwise stipulated in individual contracts, the Contractor shall take out standard business liability insurance that adequately covers the risks of performance – including processing damage – with a minimum cover of EUR 5 million for property damage and unlimited cover for personal injury and shall maintain such insurance for the entire term of the contract, unless other amounts of cover are stipulated in the contract. Proof of the existence and scope of the insurance cover must be provided on request by submitting a certificate from the insurer.

§ 18 Invoicing

1. For each order, including any supplementary orders, an invoice must be issued with the complete performance record. This includes the declaration of acceptance and, if applicable, the timesheets countersigned by the Client.
2. The invoice must meet the requirements of the Value Added Tax Act, be verifiable and clearly and comprehensibly list the services provided, stating the order number.

§ 19 Payment

1. The respective amounts of agreed payments shall be requested by the Contractor. Payment shall be made within 14 days of acceptance as free of defects and receipt of invoice with a 3% discount or within 30 days of acceptance as free of defects and receipt of invoice.
2. The Client shall be entitled to rights of retention and/or set-off to the extent permitted by law without any impediment to the assertion of such rights. In particular, offsetting is not limited to undisputed and legally established claims of the Contractor.
3. For the processing of assignments, third-party debtor declarations, attachment and transfer orders as well as attachment and collection orders relating to the Contractor, the Client shall charge an appropriate processing fee, which shall be deducted from the amount to be paid out.

§ 20 Assignment

1. Without the Client’s prior written consent, the Contractor may not assign claims against the Client in whole or in part or have them collected by third parties. This shall not apply if the Contractor has effectively agreed an extended reservation of title.

§ 21 Retention by the Contractor

1. The Contractor shall only be entitled to rights of retention insofar as they are based on the same contractual relationship.
2. In the event of differences of opinion regarding additional or changed services, the Contractor shall not be entitled to a right of retention or any other right to refuse performance, in particular a right to suspend construction or assembly.

§ 22 Secrecy

1. Execution documents of the Client, regardless of their type and origin, of which the Contractor and the vicarious agents and assistants working for him (own employees, subcontractors and their employees) gain knowledge, must be kept secret by them and by the Contractor. The same shall apply to all other technical and commercial information, in particular models, drawings, sketches, images and other information of which the Client has an interest in confidentiality by its nature, which comes to the knowledge of the Contractor or its vicarious agents in connection with the execution of the order. The aforementioned information may neither be published nor reproduced, nor made accessible to third parties, nor used for any purpose other than that originally intended without the prior written consent of the Customer.
2. The Contractor shall pass on the above obligations to the vicarious agents and assistants working for him.

§ Section 23 Place of jurisdiction / Place of performance / Applicable law

1. If the Contractor is a merchant, the District Court of Amberg, Germany shall be the exclusive place of jurisdiction. However, the Customer shall also be entitled to sue the Contractor at its place of business.
2. Unless otherwise specified in the contract (e.g. place of performance), the place of performance for the Contractor’s performance shall be the Client’s place of business.
3. All legal relationships between the contracting parties shall be governed exclusively by German law.

Version 2025-11