GERMANCONSTRUCT GmbH

GERMANCERT - GERMANTRUSTMARK

General Terms and Conditions

for audit, certification, assessment and trustmark services

Version: 1 June 2026

These General Terms and Conditions are drafted for business clients. They govern the services provided by GERMANCERT unless expressly agreed otherwise in an individual contract.

1. Scope and Contracting Parties

1.1 These General Terms and Conditions apply to all contracts, offers, orders and other services of GERMANCONSTRUCT GmbH / GERMANCERT - GERMANTRUSTMARK, represented by Dr. Amir David, Kollwitzstr. 76, 10435 Berlin, Germany, hereinafter referred to as "GERMANCERT".

1.2 These Terms apply in particular to audit, certification, assessment, inspection, testing, review, training, organisation-related advisory and trustmark services, insofar as such services are provided by GERMANCERT as freely agreed services.

1.3 These Terms apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are concluded only if expressly agreed. In such cases, mandatory consumer protection provisions take precedence.

1.4 Any deviating, conflicting or supplementary terms and conditions of the client shall become part of the contract only if GERMANCERT expressly agrees to their application in text form. This also applies if GERMANCERT performs services without reservation while being aware of conflicting terms.

1.5 Individual agreements made in a specific case take precedence over these Terms. The content of such agreements shall be determined by confirmation in text form.

2. Contractual Basis and Order of Precedence

2.1 The contract is based on the following documents in the stated order of precedence: the individually agreed service description or offer, the order confirmation, the applicable audit, certification or trustmark rules, these Terms, and the statutory provisions.

2.2 Where specific certification rules, programme requirements, standards, accreditation requirements, rules for use of marks or trustmark conditions apply to certain services, they become part of the contract if they are communicated to the client or made available on GERMANCERT's website.

2.3 GERMANCERT may amend certification, audit and trustmark rules where this is required due to changes in law, standards, accreditation requirements, programme requirements or objective organisational reasons. Material changes shall be communicated to the client in an appropriate manner.

3. Formation of the Contract

3.1 Offers made by GERMANCERT are non-binding unless expressly designated as binding.

3.2 A contract is formed when the client accepts an offer, places an order and GERMANCERT confirms the order, or when GERMANCERT begins performing the service.

3.3 Acceptance, order confirmation and other contractual declarations may be made in text form, in particular by email.

3.4 Amendments or extensions of the scope of services require an agreement in text form. If additional effort arises during proper performance and could not reasonably be foreseen when the contract was concluded, GERMANCERT may request an appropriate adjustment of remuneration, deadlines and scope of services.

4. Description and Scope of Services

4.1 GERMANCERT provides the agreed services independently, neutrally, objectively and in accordance with the agreed requirements.

4.2 The subject matter of the service may include, in particular, the assessment of a management system, process, product, service, organisation, site or individual evidence.

4.3 The specific scope of services follows from the offer, order, order confirmation and the applicable rules. Partial services, remote services and sample-based reviews are permissible where technically appropriate and allowed under the relevant requirements.

4.4 In audit, testing and assessment services, GERMANCERT owes professional performance of the agreed service, but not any specific economic success. A certificate, trustmark, mark, report or confirmation of conformity is issued only if the applicable requirements are met.

4.5 Findings, reports, recommendations or non-conformities do not replace the client's business decisions and do not constitute an official permit or approval unless expressly agreed otherwise.

4.6 GERMANCERT may use suitable auditors, experts, technical reviewers, subcontractors or affiliated qualified persons, provided that their involvement does not impair independence, confidentiality or the professional quality of the service.

5. Client's Duties to Cooperate

5.1 The client shall provide GERMANCERT with all information, documents, evidence, contact persons and access required for performance of the order completely, correctly, in good time and in a suitable form.

5.2 The client shall inform GERMANCERT, without being requested to do so, of all circumstances that may be relevant to the service, in particular material changes in the company, at sites, in products, processes, management systems, legal relationships or certification bases.

5.3 The client shall ensure that audits, site visits, interviews, document reviews and other service activities can be carried out at the agreed time. The client shall provide suitable contact persons, safe working conditions and necessary access.

5.4 Delays, additional effort or incorrect assessments resulting from incomplete, late or inaccurate information provided by the client shall be borne by the client unless GERMANCERT is partly responsible.

5.5 The client shall notify GERMANCERT without delay if circumstances arise that may affect a certification, trustmark, use of a mark or continuation of an assessment procedure.

6. Certificates, Trustmarks, Marks and Publications

6.1 Certificates, trustmarks, marks, declarations of conformity or other evidence may be used only within the scope granted, for the specified scope of application and during the relevant validity period.

6.2 Misleading, incomplete, altered or abusive use is prohibited. This applies in particular to advertising, websites, product documents, offers, packaging, social media and other public communications.

6.3 The client shall not use reports, certificates, trustmarks or marks in a way that suggests a broader audit, certification or recognition scope than was actually granted.

6.4 GERMANCERT may suspend, restrict, withdraw or prohibit the use of certificates, trustmarks or marks if the requirements are no longer met, material duties are breached, fees are not paid or abusive use occurs.

6.5 GERMANCERT may list valid, suspended, expired or withdrawn certificates or trustmarks in a certificate or customer database where this is necessary for transparency, verifiability, programme requirements or contract performance.

7. Dates, Deadlines and Postponements

7.1 Dates and deadlines are binding only if expressly confirmed by GERMANCERT in text form.

7.2 The parties shall coordinate audit and service dates in good time. The client shall ensure that agreed dates can be kept.

7.3 If a confirmed date cannot be carried out for reasons attributable to the client or arising from the client's sphere, GERMANCERT may charge the expenses incurred.

7.4 If the client cancels or postpones a service less than eight weeks before the start of performance, GERMANCERT may charge 70 percent of the agreed order amount plus travel, hotel, preparation, subcontractor and cancellation costs already incurred.

7.5 If the client cancels or postpones a service less than seven calendar days before the start of performance, GERMANCERT may charge 100 percent of the agreed order amount plus travel, hotel, preparation, subcontractor and cancellation costs already incurred.

7.6 The client remains entitled to prove that GERMANCERT has suffered no damage or substantially lower damage. GERMANCERT remains entitled to prove higher damage.

7.7 Statutory rights and claims due to impediments to performance for which a party is not responsible remain unaffected.

8. Prices, Remuneration and Payment Terms

8.1 The prices agreed in the offer, price list or order confirmation apply. All prices are exclusive of statutory value added tax where applicable.

8.2 Travel time, travel expenses, accommodation costs, expenses, additional effort, subcontractor costs, certificate fees, database fees, programme costs, accreditation fees and third-party fees may be charged additionally unless expressly included in a fixed price.

8.3 Services may be invoiced in stages after performance or according to an agreed payment schedule. For new clients, foreign assignments, increased default risk or extensive orders, GERMANCERT may request reasonable advance payments.

8.4 Invoices are due for payment without deduction within 10 calendar days from the invoice date unless otherwise agreed.

8.5 In the event of late payment, GERMANCERT may claim statutory default interest and necessary dunning and legal enforcement costs. Further rights remain unaffected.

8.6 GERMANCERT may withhold further services, the issue or release of certificates, reports or trustmarks and the renewal of existing evidence as long as due claims from the same contractual relationship have not been settled and no statutory prohibition on withholding applies.

8.7 GERMANCERT reviews its prices regularly. Price adjustments for ongoing or recurring services shall be communicated to the client at least four months before they take effect. Increases in third-party fees, certificate, programme, accreditation, report or database costs may be passed on as soon as they are incurred by GERMANCERT.

9. Warranty and Service Disruptions

9.1 GERMANCERT performs its services with the required professional care.

9.2 If a service has been performed defectively, the client shall notify GERMANCERT of the defect without delay in text form and give GERMANCERT a reasonable opportunity to remedy it.

9.3 The warranty relates exclusively to the expressly commissioned service. GERMANCERT does not warrant that the client will achieve specific economic, official, sales-related or market-related objectives through the service.

9.4 In certification services, the client is entitled to the issue of a certificate, trustmark or mark only if the applicable requirements are met and no grounds for exclusion, suspension or withdrawal exist.

10. Liability

10.1 GERMANCERT is liable without limitation for damage arising from injury to life, body or health, for damage caused intentionally or by gross negligence, for fraudulent concealment of a defect, for guarantees assumed and in all other cases of mandatory statutory liability.

10.2 In cases of ordinary negligence, GERMANCERT is liable only for breach of a material contractual obligation. Material contractual obligations are obligations whose fulfilment is essential for proper performance of the contract and on whose compliance the client may regularly rely.

10.3 In cases of ordinary negligence, liability is limited to foreseeable damage typical for the contract at the time the contract was concluded.

10.4 To the extent legally permissible, liability for ordinary negligence is additionally limited to twice the net order value, but not more than EUR 100,000 per business transaction and EUR 250,000 per calendar year.

10.5 Liability for indirect damage, consequential damage, loss of profit, lost savings, production downtime or reputational damage is excluded to the extent legally permissible and unless a case under Section 10.1 applies.

10.6 The above limitations of liability also apply in favour of GERMANCERT's legal representatives, employees, auditors, experts, subcontractors and vicarious agents.

11. Confidentiality

11.1 GERMANCERT shall treat confidential information of the client that becomes known in connection with the service as confidential and use it only for performance of the order.

11.2 Confidential information may be disclosed only to the extent necessary for performance of the service, where a legal obligation exists, where an official or court order applies, where programme requirements require disclosure, or where the client has consented.

11.3 The confidentiality obligation does not apply to information that is publicly known, becomes publicly known without breach of duty, was already lawfully known to GERMANCERT, or was lawfully disclosed by third parties.

11.4 The client shall also treat confidential information of GERMANCERT that becomes known to the client as confidential.

12. Copyrights and Rights of Use

12.1 Reports, expert opinions, assessment results, certification documents, working documents, testing methods, templates, marks, trustmarks and other work results may be protected by copyright, trademark law or other rights.

12.2 Where work results have been created and paid for for the client, the client receives a simple, non-exclusive, non-transferable right of use for the contractually agreed purpose.

12.3 Editing, alteration, misleading use of excerpts, sublicensing or public use outside the agreed purpose is permitted only with GERMANCERT's prior consent.

12.4 Rights to marks, logos, trustmarks or certification marks are granted only in accordance with the applicable rules for use of marks or trustmark rules.

13. Data Protection

13.1 GERMANCERT processes personal data in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and other applicable data protection provisions.

13.2 Details on the processing of personal data are set out in GERMANCERT's Privacy Policy, which is available on the websites.

13.3 Where GERMANCERT processes personal data on behalf of the client, the parties shall conclude a data processing agreement under Article 28 GDPR before processing begins, where this is legally required.

13.4 The client shall ensure that it is entitled to transmit or make accessible to GERMANCERT the personal data required for performance of the service.

14. Force Majeure and Unforeseeable Events

14.1 Events of force majeure or other unforeseeable, unavoidable events outside the control of the affected party release the affected party from its duty to perform for the duration of the disruption and to the extent of its effect.

14.2 Such events may include, in particular, natural events, war, terrorism, pandemics, official measures, labour disputes, energy failures, cyberattacks, failures of essential IT systems, travel bans or major disruptions to transport and communication routes.

14.3 The parties shall inform each other without delay and seek reasonable alternative means of performance, in particular remote services, rescheduling or adjustments to the service plan.

15. Term and Termination

15.1 One-off orders end upon full performance of the agreed service and payment of the remuneration.

15.2 Ongoing or recurring contractual relationships are concluded for the agreed term. If no term has been agreed, the client may terminate the contractual relationship in text form with six weeks' notice to the end of a calendar quarter.

15.3 The right of both parties to terminate for good cause remains unaffected. Good cause for GERMANCERT exists in particular if the client breaches material cooperation duties, fails to make due payments despite a reminder, misuses certificates or trustmarks, or permanently fails to meet requirements relevant to the service.

15.4 In the event of termination, the client shall pay for the services performed up to the effective date of termination, costs already incurred and expenses that can no longer be cancelled. The cancellation rules under Section 7 remain unaffected.

16. Set-off and Rights of Retention

16.1 The client may set off claims only if they are undisputed or have been finally established by a court.

16.2 The client may assert rights of retention only on the basis of the same contractual relationship.

17. Communication and Text Form

17.1 Contract-relevant notices may be made in text form unless a stricter form is required by law. Text form includes, in particular, email.

17.2 The client shall notify GERMANCERT without delay of any changes to contact details, invoice data, contact persons and legally relevant company data.

18. Applicable Law and Place of Jurisdiction

18.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) to the extent it would otherwise apply.

18.2 If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of GERMANCERT. GERMANCERT remains entitled to sue the client at the client's general place of jurisdiction.

18.3 Mandatory statutory places of jurisdiction remain unaffected.

19. Final Provisions

19.1 If individual provisions of these Terms are or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions shall apply in place of the invalid provision.

19.2 Amendments and supplements to these Terms shall be communicated to the client in an appropriate manner. For orders already concluded, amendments apply only if individually agreed or legally required.

19.3 Upon entry into force of these Terms, all previous general terms and conditions of GERMANCERT cease to apply to future orders.

19.4 If these Terms are provided in more than one language, the German version shall prevail in the event of discrepancies, unless the parties expressly agree otherwise in text form.

GERMANCONSTRUCT GmbH |Kollwitzstr. 76, 10435 Berlin| post@germancert.de