1.      Scope
These terms and conditions apply to all contractual relationships between the client and QHSE cert GmbH regarding services, in particular in connection with the assessment of management systems and processes and / or certification by QHSE cert GmbH.
These General Terms and Conditions apply to the applicable certification requirements of the Environmental Audit Act, the IAF or DAkkS Guidelines, the EDL-G or the regulations of the competent authorities on the EfB-V, including the declarations aimed at concluding the contract, in particular in compliance with the specifications of the environmental verifier and the Guidelines of the Environmental Verification Committee as well as supreme court case law and decisions of the Clearing House or Administrative Courts.
These terms and conditions apply only to entrepreneurs. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding a contract, acts in the exercise of his commercial or independent professional activity.

Deviating, contradicting or supplementary general terms and conditions of the customer are not recognized, even if known, and these are expressly contradicted below.
Conflicting terms and conditions of the client are only valid if the QHSE cert GmbH expressly and in writing agrees.



2.      Definitions
The following terms  are defined for this general terms:
 

• Accreditation Body is to be understood as meaning all bodies, system providers and approval bodies that have accredited QHSE cert Ltd.for carrying out certification assessments and validations based on standards, regulations or contracts for the certification of organizations
   
•  Work results (use object) are certificates, QHSE audit reports, validations and other services provided by QHSE cert Ltd. which are provided in writing (electronically or in paper form) orally (by telephone or personally) to a client
   
•  Assessment includes all types of audits of the respective ISO standards or DIN standards or other regulations, such as initial certification audits, surveillance audits, recertification audits, folow up -audits, special audits, repeat audits, witness audits, parallel audits and reports, validation according to EMAS
   
• Client in the sense of these terms and conditions is who submits to QHSE cert Ltd. an order or other declaration directed to the conclusion of the contract and / or concludes a contract with QHSE cert GmbH. Principal means every legal entity that applies for certification or holds one or more certificates of QHSE cert Ltd. . In this case, in a certification process, several legal entities can jointly seek or hold a certification. For these, the general certification conditions described apply individually, while the specific conditions specify the entire certification procedure.
   
• Second Party Audit defines an audit in which third parties (for example suppliers) are audited on the basis of specifications of the client or in which the client is audited on the basis of specifications of third parties (eg clients).
   
• Specific terms and conditions refer to the terms and conditions that specify the terms of the certification of these terms and conditions. They consist of an offer, one or more technical contract annexes with regard to the selected standard (s) and possibly updated cost calculations.
   
•  Confidential information is all technical, financial, legal, tax information, information about designs, inventions, marketing or other information including data, records and know-how, which a client makes available directly or indirectly in connection with the contract of  QHSE cert Ltd. in any other way.
   
• Pre-assessment refers to a pre-audit in which the client is checked against desired criteria of a previously defined set of rules based on their own specifications
   
• Certificate defines in these terms and conditions the certificates issued by QHSE cert Ltd..
   
• Certification Validation or assessment includes all testing activities, the result of which is a formal confirmation of compliance with specified requirements. This includes certification of management systems or regulatory compliance as well as the validation of environmental statements.
   
• Certification requirements include all laws, standards, directives, ordinances, regulations, regulations and other specifications of the legislator or accrediting body on the basis of which QHSE cert Ltd. audits, certifies, assesses or validates the client.

3.      Subject of the contract
The advertising documents issued by QHSE cert Ltd. , including the information on the website www.qhse-group.de / com including the subdomains, themselves do not constitute an offer for a conclusion of a contract. A contract between the client and the QHSE cert Ltd. only comes about if the client accepts a written offer of the QHSE cert Ltd. without reservations and changes. These terms and conditions are provided to the client with the offer and are part of the contract with the acceptance of the offer by the client. By submitting its offer, QHSE cert GmbH agrees to carry out an assessment of the test object specified therein with the aim of issuing one or more certificates on the basis of one or more standards. This includes the right to use the associated Certification Marks in accordance with the terms and conditions set forth in these Terms.

The contract between the QHSE cert Ltd. and a client consists of the terms and conditions in their current version including the specific regulations applicable to the subject matter. The exact scope of this contract with respect to the choice of standards, the locations involved and possibly different legal persons as well as the activities of the client are listed in the respective contract annexes. The offers of QHSE cert Ltd. are valid from the date of the offer for 3 months. Special assurances on the part of QHSE cert Ltd. , e.g. Contract extensions Contract supplements as well as changes concerning the remuneration require the text form to be effective



4       Remuneration and late payment
QHSE cert Ltd. provides its services on the basis of the remuneration / hourly or daily rates specified in the offer. Unless otherwise stated, all information on the fee plus the applicable statutory sales tax and plus additional costs and expenses. If, during the execution of the contract, it becomes apparent that special, additional services on the part of QHSE cert GmbH become necessary beyond the original subject of the contract, QHSE cert GmbH informs the client immediately. Additional services are provided only for a separate fee. The QHSE cert Ltd. provides a proof of performance. If the parties do not agree on an hourly or daily rate, the settlement will be based on the hourly / daily rate underlying the order.
Payments are to be made cashless to the account indicated on the invoice. The claims of QHSE cert Ltd. are payable within the deadline agreed in the invoice. If no other date is specified in the invoice, the claims of QHSE cert GmbH must always be paid within 14 days after receipt of the invoice. If the payment is not received in due time, the client will automatically be in default of payment and default interest in the legal amount will be due. Further compensation claims remain unaffected. QHSE cert Ltd. has the right to define appropriate breakpoints in the case of extensive service packages or service periods as measured by the progress of their service provision and can agree on partial compensation. The QHSE cert Ltd. reserves itself as a stop point in front of starting documentation such. Certificates or certificates of attendance of issued seminars, to be handed over to the client after payment of the respective fee. Money orders, checks and bills of exchange are not accepted.
QHSE cert Ltd. reserves the right, if the customer does not comply with the terms of payment without justifiable reason or after conclusion of the contract a substantial deterioration of the client is known to perform further services only if the customer has previously provided a corresponding advance payment or a security deposit by bank guarantee ,


5      Set-off and right of retention of the customer
A client may exercise a right of retention and set-off only if his counterclaim is based on the same contractual relationship. In addition, the customer is entitled to offset and withhold the right only if his counterclaim has been legally established or has been recognized by QHSE cert Ltd. or is undisputed.



6      confidentiality and data protoection
QHSE cert Ltd.uses all documents handed over to it by the client within the framework of an order and disclosed business and trade secrets exclusively for the purpose of carrying out the contract and retains the confidentiality with respect to third parties. Third parties in this sense are not those involved in the execution of the contractual relationship. Likewise, the disclosure of documents and information remains unaffected by statutory provisions or in the context of their own rights to authorities, courts, licensing authorities, etc.
The secrecy obligation also applies beyond the termination of a contractual relationship. QHSE cert Ltd. collects, uses and stores personal data on the basis of the applicable data protection laws and only insofar as this is necessary for the performance and execution of the contract. Documents of any service provided by QHSE cert Ltd. are archived for the clients at QHSE cert Ltd. for a period of 2 years, provided that applicable legal regulations require other retention periods.



7      Obligations of co-operation of the clients
A client supports the QHSE cert Ltd. in the fulfillment of the contractually owed services. This includes in particular the timely disposal of all relevant documents before the start of processing in a complete and orderly manner, as well as the timely provision of relevant information. The QHSE cert Ltd. is supported during necessary site inspections and responsible persons or named of the client are available in the designated period especially for the performance. Access to all relevant areas on site and, if necessary, with third parties is ensured. The client must inform QHSE cert Ltd. without being asked and in good time of all circumstances that may be relevant to the proper fulfillment of the contract. Contribution acts are carried out by the client at his own expense. The QHSE cert Ltd. is authorized by the client to obtain from the parties, authorities and third parties the information necessary for the performance of the contract and to carry out surveys. If this is necessary in individual cases, the client must issue a written authorization in favor of QHSE cert Ltd. .
In the case of certification orders, a client is obliged to inform QHSE cert Ltd. of any matter that may affect the ability of the system to continue to meet the requirements of the particular standard used for certification (eg changes in legal or organizational form, major changes in the management system and of the processes, changes in the scope of application covered by the certified management system, etc.) The client is obliged to fulfill the certification requirements and to inform QHSE cert Ltd.  immediately and at any time of any changes that may affect the fulfillment of the requirements of the issuing of the certificate or maintenance of the certificate. A client is required to refrain from any reference to system certification, which could even implicitly imply that the certification body has certified a product (including a service) or process. Failure to comply with these obligations may result in the performance of QHSE cert Ltd. becoming impossible and an audit and / or certification procedure being terminated. In the event of a serious breach of these obligations, QHSE cert GmbH is entitled to terminate the contract as well as to withdraw the certificate. Further claims for damages and other claims remain unaffected


8      work results and deadlines
A report creation and transfer of digital data / work results or in paper form by the QHSE cert Ltd. takes place according to the regulations mentioned in the offer. Foreign language versions of work results are only prepared after prior agreement. Defined deadlines for work results and other dates are only binding for QHSE cert Ltd. after prior agreement.



9      Right to use work results
Only with full payment of the agreed remuneration does a client receive the exclusive, temporally and spatially unlimited right to use, duplicate, edit and combine the work results for own use and internal purposes with the work results provided by QHSE cert Ltd..
If a client is explicitly granted a certificate, or if audit-related or audit-related documents are made available to a client (eg audit reports), the client is granted the right to use these work results in accordance with the provisions below. The QHSE cert Ltd. remains the owner of the work result and insofar existing trademark and copyright and reserves the right to archive work results. Insofar as a scope of an order concerns a multisite procedure, the client's headquarters shall be entitled to sublicense the granted right of use at their locations which are included in the scope of the organization, if the respective location has declared to abide by these GTC. The site has no right to further license the right of use. A client must immediately withdraw the right to use a location if a location realizes reasons against these Terms and Conditions.
Work results must not be used in a form that could damage the image of QHSE cert Ltd. or that could be considered misleading. The client will use work results only in accordance with applicable laws. A work result may only be used in the form in which it was granted and handed over. Any changes to the content, layout, color or text are inadmissible. A client is not entitled to use only excerpts of a work result, i. A work result may only be used as a whole.
In the case of work results in electronic form, a client is entitled to scale the work result in such a way that the contained text remains completely readable with the use of common and more widespread software and the proportions of text and characters are not changed. A contracting entity shall ensure that the outcome of the work relates to the test object that the average consumer understands the marking of the tested, assessed, validated and / or certified activities, processes, systems or qualifications. A work result may only be used in connection with the activities, processes, systems or qualifications for which the work has been delivered and which is consistent with the underlying rules and regulations. A client may not use a work product to advertise a product or present a product test. The QHSE cert Ltd. is not liable for an inadmissible use of the work result. Work results, in particular certificates, may only be used during the specified period of validity and as long as the certification is not suspended. If the validity period of the certificate ends before a recertification has been carried out, the certificate may no longer be used before a new certificate has been issued.
The QHSE cert Ltd. is at any time entitled to restrict, suspend, withdraw and / or revoke a certificate if the conditions for granting the certificate are not (anymore) fulfilled due to the following conditions:
 

•     incomplete or untrue information was provided in the certification process;
•     a client does not comply with the obligations imposed on the certification, e.g. the information obligation about
•     Changes or performance obligations from the contract with QHSE cert GmbH, in particular payment obligations, not fulfilled;
•     the contract with QHSE cert GmbH ends with the certification;
•     a work result contrary to these terms and conditions or other legal regulations is used;
•     a required surveillance audit or other audit ordered by QHSE cert GmbH is / is not completed on time or in full
•     A surveillance audit reveals that the specifications of the certificate are no longer available / complied with
•     other reasons for a certificate withdrawal in accordance with these terms and conditions or the contract.

10      Withdrawal or validity of work results
The QHSE cert Ltd. is in withdrawal of a certificate or circumstance of reasons that justify a withdrawal (it applies No. 9 of the General Terms and Conditions). entitled to terminate the contract extraordinarily. After withdrawal of the certificate or the expiry of a certificate validity, a client has to discontinue any use of the contractually agreed work result, in particular to refrain from advertising that relates to the work product or the underlying service of QHSE cert GmbH and has all the certification documents requested by QHSE cert Ltd. Original to return.
Duplicates and electronically duplicated certificates or images in documents as well as websites of the client and, where applicable, of his branches are to be removed from their application. The removal from the public space must be announced at the same time as the return of the originals of QHSE cert Ltd. . The QHSE cert Ltd.  is not liable for damages that arise for a client from a justified withdrawal of a certificate or a self-inflicted expiration of a certification.

11      Rights of the client in case of defects of the services
If services of QHSE cert Ltd. occur, defects or breaches of duty on the part of QHSE cert Ltd. , a client is obligated, as far as possible, to give QHSE cert Ltd. a reasonable period of time to improve the service provided so far or to remedy a breach of duty. If the defect is not rectified within a reasonable period of time or if rectification fails twice or if the customer is unable to remedy the defect for other reasons, the client may withdraw from the contract or reduce the remuneration. The right to terminate for cause remains unaffected. The customer may demand damages in accordance with the legal requirements and in consideration of No. 12 of these GTC.

If a work performance is the contractual object of QHSE cert Ltd. and a client, the legal liability of QHSE cert Ltd. for defects in performance (warranty) is initially limited to subsequent performance; d. h., the QHSE cert Ltd. can eliminate a justified defect at its discretion or produce a new work performance. A client has to give the QHSE cert GmbH promptly and sufficient opportunity for subsequent performance. In the case of a breach of this, QHSE cert Ltd. is exempted from liability for the consequences arising therefrom. The client may only have the defect rectified himself or by a third party and demand compensation for the necessary expenses if this is urgently necessary, for example to ward off imminent disproportionate damage. In the event that the supplementary performance despite timely setting of a deadline is not timely or that the subsequent performance is considered to be failed or a deadline for subsequent performance for other reasons is unnecessary by law, a client is entitled to reduce his consideration or to withdraw from the contract. Damages can be demanded by a client according to the legal requirements and in consideration of No. 12 of these GTC.
 

12      General limitation of liability
Insofar as a contract including these GTC does not contain any other provisions, QHSE cert Ltd. is only liable for intent and gross negligence. This excludes liability for personal injury, liability based on expressly issued warranties and liability for breach of essential contractual obligations. Significant contractual obligations are the basic, elementary obligations arising from the contractual relationship, the fulfillment of which enables the proper execution of the contract in the first place, whose breach jeopardizes the achievement of the purpose of the contract and to which the client regularly trusts and can rely. Insofar as QHSE cert Ltd. only negligently violates essential contractual obligations, the liability shall be limited in amount to the contractually typical damage foreseeable upon conclusion of the contract.
Limitations of liability also apply directly in favor of the organs and the vicarious agents (eg subcontractors) of the QHSE cert Ltd. .
A client must notify QHSE cert Ltd. in writing if a commissioned report is also intended for third persons and / or is to be used to obtain services from third parties. If this notice is omitted, QHSE cert Ltd. may assume that no third parties are included in the scope of protection of a contract.

13     Statute of limitation of claims
For claims of a client from or in connection with a contract, the following limitation periods apply:

• For the provision of work services by QHSE cert Ltd. , the limitation period for defects is 1 year from the date of acceptance of the service
• For the provision of services by QHSE cert Ltd. , the limitation period is 1 year from the end of the year in which the claim arose and the client had or should have been aware of the circumstances giving rise to the claim.

14 term of contract and termination
A contract enters into force upon initial submission of a written order and submission of the completed contract annexes by a client. The term is linked to the validity of the issued certificates, it is automatically extended when certificates are issued.
Termination by a client may, unless otherwise agreed, be declared in writing to the next scheduled audit to QHSE cert Ltd. without giving any reason with a period of notice of at least six months. In the event of a later termination, QHSE cert Ltd. will already invoice pro rata services in accordance with the Specific Conditions. A client is entitled to terminate the certification agreement within a period of 4 weeks after becoming aware of increased expenses, if an unscheduled examination has been announced or carried out accordingly or increases by more than 20% due to changes in the client corresponding to the audit effort or by increasing the daily rate accordingly No. 4 of the terms and conditions of the total expenses by more than 10% increases.

Section 199 §. 2-5 BGB (German Civil Code) remains unaffected, as well as under the terms of § 197 BGB.

Both parties can terminate the existing contractual relationship at any time for good cause according to the legal requirements. The termination must be declared in writing. If the QHSE cert Ltd. services are liable, a proper termination is excluded. Important reasons that entitle the client to terminate are - subject to a case-by-case examination - in particular a breach of the obligations for the objective, independent and impartial performance of the service. Important reasons which entitle QHSE cert Ltd. to terminate are, subject to a case-by-case examination, in particular the refusal of the client to cooperate in essential and necessary cooperation (for example the timely provision of necessary documents for certification or expert opinion). Further important reasons are in particular a delay in payment of the client with a not inconsiderable part of the remuneration in at least 25% of the invoice amount or the imminent loss of assets of a client.
If the contract is terminated for good cause, which QHSE cert Ltd. is responsible for, then it shall only be entitled to compensation for the partial service rendered up to the time of termination, insofar as it is objectively usable for the customer. In all other cases, QHSE retains cert Ltd. , after deducting the expenses saved. the right to the agreed remuneration. If, in individual cases, a client does not prove a higher share of the saved expenses or a higher purchase through other use of the workforce of QHSE cert Ltd. or the malicious omission of such an acquisition, the saved expenditures with 20% of the remuneration for the QHSE cert Ltd. not yet provided services

15 Return of documents
QHSE cert Ltd. must completely surrender the documents provided to it by a customer if their contractual services have been completely fulfilled and all their claims have been fulfilled by the client. Unless there are longer statutory retention requirements (EMAS - 5 years), the storage of client documents automatically ends 2 years after the end of the contract.


 

16.      Other provisions
A certain economic success is not owed by the QHSE cert Ltd. . With the preparation of the respective test and / or audit reports the contractual achievements of the QHSE cert Ltd. are regarded as accomplished and completed Legally significant declarations and advertisements, which after conclusion of contract of a client against QHSE cert Ltd. are given (eg deadline, notice of defects, declarations of resignation or Reduction) must be in writing in order to be effective. Oral side agreements before or after the conclusion of the contract do not exist or are ineffective. References to the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions therefore apply, insofar as they are only directly amended or expressly excluded in these GTC. The consulting services, hints, suggestions or statements made in the context of a consulting contract are always considered proposals and do not contain any legal advice within the meaning of the Legal Services Act. The language of communication between the parties is German. However, as far as communication is concerned with the mere transmission or reproduction of foreign language documents or facts, the English language is also permitted.
A client undertakes to designate a contact person who is authorized to issue the QHSE cert Ltd. employees with declarations with effect for and against the client and its subsidiaries, which are necessary as an interim decision in the context of the continuation of the order. If questions or problems arise during the performance of the tasks with the contact person, which can not be clarified with the responsible authorities, QHSE cert Ltd. is entitled at any time to contact the client's management directly.


17.      Prices
QHSE cert Ltd. has calculated the prices agreed in the contract on the basis of the information provided by the client about the company. Changes in the circumstances within the company of a client or changes in applicable standards and regulations may change the nature, scope or content of the audits to be performed and, where applicable, certification. In such a case, the concluded contract no longer fulfills its purpose. For this reason, QHSE cert GmbH will submit a new offer for the provision of services with new prices and any other conditions. If the client accepts this new offer, the amended contract is concluded. If the client does not accept the new offer, QHSE cert GmbH is entitled to extraordinarily terminate the contract and, if a certificate has been issued, to withdraw it according to the more detailed provisions of these GTC.



18. Jurisdiction
If a customer is a merchant or a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of QHSE cert Ltd.
QHSE cert Ltd. reserves the right to sue at the general place of jurisdiction of the client. For the business relationship with the client, in particular for the establishment and the execution of the contract, only the law of the Federal Republic of Germany is applicable to the exclusion of international private law.