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Terms and Conditions

1. Scope
1.1 The following terms and conditions apply to agreed services including consultancy services,
information, deliveries and similar services as well as ancillary services and other secondary
obligations provided within the scope of contract performance.
1.2 The client’s General Terms and Conditions of Business, including the client’s Terms and
Conditions of Purchasing, if any, shall not apply and shall hereby be expressly excluded. No
contractual terms and conditions of the client shall form part of the contract even if TH
International GmbH does not explicitly object to them.
2. Quotations
Unless otherwise agreed, all quotations submitted by TH International GmbH shall be subject to
change without notice.
3. Coming into effect and duration of contracts
3.1 The contract shall come into effect for the agreed term upon the quotation letter of or a
separate contractual document being signed by both contracting parties, or upon the works
requested by the client being carried out by TH International GmbH. If the client instructs TH
International GmbH without receiving a prior quotation from TH International GmbH (quotation),
TH International GmbH is – in its sole discretion – entitled to accept the order by giving written
notice of such acceptance (including notice sent via electronic means) or by performing the
requested services.
3.2 The contract term starts upon the coming into effect of the contract in accordance with article
3.1 and shall continue for the term agreed in the contract.
3.3 If the contract provides for an extension of the contract term, the contract term will be
extended by the term provided for in the contract unless TH International GmbH terminated in
writing by either party with a six-week notice to the end of the contractual term.
4. Scope of services
4.1 The scope of the services shall be decided solely by a unanimous declaration issued by both
parties. If no such declaration exists, then the written confirmation of order by TH International
GmbH shall be decisive.
4.2 The agreed services shall be performed in compliance with the regulations in force at the
time the contract is entered into.
5. Performance periods/dates
5.1 The contractually agreed periods and dates of performance are based on estimates of the
work involved which are prepared in line with the details provided by the client. They shall only
be binding if confirmed as binding by TH International GmbH in writing.
5.2 If binding periods of performance have been agreed, these periods shall not commence until
the client has submitted all required documents to TH International GmbH and the contract has
been signed. This also applies, even without express approval by the client, to all extensions of
agreed dates for performance not caused by TH International GmbH.

6. The client’s obligation to cooperate
6.1 The client shall guarantee that all cooperation required on its part, its agents or third parties will be provided in good time and at no cost to TH International GmbH.
6.2 Design documents, supplies, auxiliary staff, etc. necessary for performance of the services shall be made available free of charge by the client. Moreover, collaborative action of the client must be undertaken in accordance with legal provisions, standards, safety regulations and accident prevention instructions.
6.3 The client shall bear any additional cost incurred on account of work having to be redone or being delayed as a result of late, incorrect or incomplete information or lack of proper cooperation. Even where a fixed or maximum price is agreed, TH International GmbH shall be entitled to charge extra for such additional expense.
7. Invoicing of work
7.1 If the scope of performance is not laid down in writing when the order is placed, invoicing shall be based on costs incurred. If no payment is agreed in writing, invoicing shall be in accordance with the TH International GmbH price list valid at the time of performance.
7.2 Unless otherwise agreed, work shall be invoiced according to the progress of the work.
7.3 If the value of the contract or the agreed fixed price exceeds €2,500 TH International GmbH may demand payments on account or in instalments.
8. Payment terms
8.1 All invoice amounts shall be due for payment without deduction on receipt of the invoice. No discounts shall be granted.
8.2 Payments shall be made to the bank account of TH International GmbH as indicated on the invoice, stating the invoice and customer numbers.
8.3 In cases of default of payment, TH International GmbH shall be entitled to claim default interest at a rate of 8% above the base interest rate of the German central bank (Deutsche Bundesbank). At the same time, TH International GmbH reserves the right to claim further damages.
8.4 Should the client default in payment of the invoice despite being granted a reasonable grace period, TH International GmbH shall be entitled to cancel the contract, withdraw the certificate, claim damages for non-performance and refuse to continue performance of the contract.
8.5 The provisions set forth in article 8.4 shall also apply in cases involving returned cheques, cessation of payment, commencement of insolvency proceedings against the client’s assets or cases in which the commencement of insolvency proceedings has been dismissed due to lack of assets.
8.6 Objections to the invoices of TH International GmbH shall be submitted in writing within two weeks of receipt of the invoice.
8.7 TH International GmbH shall be entitled to demand appropriate advance payments.

8.8 Only legally established and undisputed claims may be offset against claims by TH International GmbH.
9. Confidentiality
9.1 For the purpose of this agreement, “confidential information” means all information, documents, images, drawings, know-how, data, samples and project documentation which one party (the “disclosing party”) hands over, transfers or otherwise discloses to the other party (the “receiving party”). Confidential information also includes paper copies and electronic copies of such information.
9.2 The disclosing party shall mark all confidential information disclosed in written form as confidential before passing it on to the receiving party. The same applies to confidential information transmitted by email. If confidential information is disclosed orally, the receiving party shall be appropriately informed in advance.
9.3 All confidential information which the disclosing party transmits or otherwise discloses to the receiving party in accordance with this agreement:
a) may only be used by the receiving party for the purposes of performing the purpose of the contract, unless expressly otherwise agreed in writing with the disclosing party;
b) may not be copied, distributed, published or otherwise disclosed by the receiving party, unless this is necessary for fulfilling the purpose of the contract
c) must be treated by the receiving party with the same level of confidentiality as the receiving party uses to protect its own confidential information, but never with a lesser level of confidentiality than that which is objectively required.
9.4 Information for which the receiving party can furnish proof that:
a) it was generally known at the time of disclosure or has become general knowledge without violation of this agreement; or
b) it was disclosed to the receiving party by a third party entitled to disclose this information; or c) the receiving party already possessed this information prior to disclosure by the disclosing party; or
d) the receiving party developed it itself, irrespective of disclosure by the disclosing party, shall not be deemed to constitute “confidential information” as defined in this agreement.
9.5 All confidential information shall remain the property of the disclosing party. The receiving party hereby agrees to immediately (i) return all confidential information, including all copies, to the disclosing party, and/or, on request by the disclosing party, to (ii) destroy all confidential information, including all copies, and confirm the destruction of this confidential information to the disclosing party in writing, at any time if so requested by the disclosing party but at the latest and without special request after termination or expiry of this contract. This does not extend to include reports and certificates prepared for the client solely for the purpose of fulfilling the obligations under this contract, which shall remain with the client.
10. Copyrights
10.1 TH International GmbH shall retain all exclusive and joint copyrights in the reports, presentations etc. prepared by TH International GmbH.

11. Liability of TH International GmbH
11.1. Irrespective of the legal basis and in particular in the event of a breach of contractual obligations and tort, the liability of TH International GmbH for all damage, loss and reimbursement of expenses caused by us shall be limited to: (i) in the case of contract with a fixed overall fee, the overall fee for the entire contract;
11.2. The limitation of liability according to article 12.1 above shall not apply to all damage and losses caused by malice, intent or gross negligence on the part of TH International GmbH. Such limitation shall also not apply to damages arising from a violation of obligations which TH International GmbH has guaranteed to perform, damages caused by a person’s death, physical injury or illness, or damages for which liability is assumed.
11.3 In cases involving a fundamental breach of contract, TH International GmbH will be liable even where minor negligence is involved. For this purpose, a “fundamental breach” is a material contractual obligation, the performance of which permits the due performance of the contract and which the client may rely on being complied with. Any claim for damages for a fundamental breach of contract shall be limited to the amount of damage reasonably foreseen as a possible consequence of such breach of contract at the time of the breach (reasonably foreseeable damage), unless any of the circumstances described in article 12.2 apply.
11.4 TH International GmbH shall not be liable for personnel made available by the client to support TH International GmbH in the performance of its services regulated under this contract, unless personnel made available may be regarded as vicarious agents of TH International GmbH. If TH International GmbH is not liable for personnel made available by the client under the foregoing provision, the client shall indemnify TH International GmbH against any claims made by third parties.
11.5 The limitation periods for claims for damages shall be based on statutory provisions.
11.6 None of the provisions of this article 11 changes the burden of proof to the disadvantage of the client.
12. Partial invalidity, written form, place of jurisdiction
12.1 No ancillary agreements to this contract have been concluded.
12.2 All amendments and supplements must be in writing in order to be effective; this also applies to amendments and supplements to the requirement for the written form.
12.3 Should one or several of the provisions under this contract be or become ineffective, the contracting parties shall replace the invalid provision with a legally valid provision that comes closest to the content of the invalid provision in legal and commercial terms.
12.4 The place of jurisdiction for all disputes arising in connection with this contract shall be Bonn. This contract is governed by German substantive law.

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