1.1 The following General Terms and Conditions shall apply to all quotations issued, all services rendered and all contracts concluded between EMIRAT AG, Elisabethplatz 1, 80796 Munich (“EMIRAT“) and its (industrial) clients.

1.2 The Client’s general terms and conditions are not recognised, unless EMIRAT expressly consents to their application.  These General Terms and Conditions shall also apply whenever EMIRAT does a transaction without reservation, despite being aware of the fact that the Client’s terms conflict with or diverge from these General Terms and Conditions.

§ 2 Rendering Services

The content and scope of the individual services can be gathered from the quote or contract documents.

§ 3 Legal Check

3.1 Irrespective of Item 5 below, EMIRAT shall not be liable for the legal admissibility of an EMIRAT promotion. EMIRAT is under no obligation to perform any checks to this effect.

3.2 EMIRAT shall neither check the implementation of the concept by the Client, or any statements about products and services provided by the Client or third parties that may be given in the Client’s advertising material.

3.3 Insofar as EMIRAT suggests advertising slogans, logos or other means of advertising, it shall neither check nor guarantee their entitlement to legal protection, or whether they are freely usable or admissible.

§ 4 Quotation, Preliminary Agreement, Conclusion of Contract

4.1 EMIRAT’s quotations are not binding. EMIRAT reserves the right to alter its quotations until such time as they are accepted by the Client. Quotations are also subject to these General Terms and Conditions.

4.2 Provided the quotation is accepted by the Client in due time, a preliminary agreement is brought about with EMIRAT on the basis of which EMIRAT specifies the actual risk management.

4.3 Until the main contract is concluded, EMIRAT is entitled to rescind the preliminary agreement if there is any substantial deterioration in the Client’s assets, or if EMIRAT subsequently gains knowledge of a poor financial situation posing a risk to EMIRAT’s claims, or if the lack of an appropriate offer from the re-insurer means that EMIRAT is unable to cover the transaction or only able to cover it to a certain extent, or if laying down the rules for the risk management is not possible under the terms of the preliminary agreement.

4.4 If, despite the acceptance of the quotation by the Client, the main contract between EMIRAT and the Client is not brought about due to the Client’s fault, then after threatening to do so and allowing a reasonable period of time, EMIRAT may issue immediate notice terminating the preliminary agreement brought about on acceptance of the quotation. Section 7.2 applies accordingly.

§ 5 Liability

5.1 EMIRAT is liable without restriction for intent and gross negligence; exclusion thereof pursuant to Item 3 above remains unaffected.

5.2 In cases of simple negligence, EMIRAT shall only be liable – except in cases of injury to life or limb or health hazards – insofar as essential contractual obligations (cardinal duties) have been breached. In such cases, EMIRAT shall only be liable for foreseeable damage typical for the type of contract.

5.3 Liability for indirect and unpredictable damage, lost profits, failure to make economies, and pecuniary losses due to third-party claims, is excluded in cases of simple negligence.

5.4 The limitation and exclusion of liability shall not apply to liability irrespective of fault as laid down by law, in particular under the Product Liability Law or under a guarantee.

5.5 The limitation and exclusion of liability shall also apply to the personal liability of EMIRAT’s workers, employees, representatives and corporate institutions, and of those assisting it in the performance of its obligations.

§ 6 Remuneration, Terms of Payment

6.1 The payment to be made by the Client shall depend on the written quotation or the main contract, or alternatively on the price given for the service concerned in the pricelist in force at the time. Statutory taxes (e.g. value added tax) shall be added to all prices at the rate in force at the time.

6.2 Invoices shall fall due for payment within fourteen (14) days of receipt, unless otherwise provided in individual cases. In any event, the invoiced amount must be settled prior to commencement of the EMIRAT promotion. If no written or justified objections to the invoice are made before the due date, the invoice shall be deemed accepted.

6.3 If the Client defaults in payment, EMIRAT may demand default interest at a rate of 8% p.a. over and above the base rate in force at the time. In any such case, EMIRAT shall be entitled to suspend performance of the on-going transaction until such time as all the outstanding amounts have been paid. The right is reserved to prove that damages are higher. Section 7.2 remains unaffected.

6.4 All manner of risk coverage by EMIRAT, and all manner of the Client’s claims vis-à-vis EMIRAT, shall be contingent upon punctual payment of the fee.

§ 7 Termination

7.1 In the event of default in payment, EMIRAT shall have the right to terminate the contractual relationship with the Client without notice, on expiry of the deadline given in the first reminder.

7.2 In any such case, EMIRAT shall be entitled to claim compensation for the losses thus sustained, amounting to 25% of the contractual fee. The Client is granted the right to prove that no losses or only smaller losses have been sustained.

7.3 The right to give extraordinary notice for important cause remains unaffected.

7.4 Any notice of termination must be done in writing.

§ 8 Secrecy, Data Protection

8.1 Even beyond the term of the contract, the parties undertake to keep secret all and any information made accessible to them in connection with their cooperation such as is classified confidential or obviously constitutes business or trade secrets under other circumstances. Furthermore, the parties undertake not to record, disclose or otherwise exploit such information other than is required in order to achieve the purpose of the contract.

8.2 In compliance with Federal Data Protection Act s. 33, the Client’s attention is drawn to the fact that EMIRAT stores data in machine-readable form, and processes it within the bounds of the purpose of the contract.

§ 9 Final Provisions

9.1 If any term, condition or provision of these General Terms and Conditions shall be determined to be invalid, this shall not affect the validity of the remaining provisions. In any such case the parties shall substitute the invalid provision with an effective one approximating as nearly as possible the business purpose of the invalid provision.

9.2 Amendments and supplements to these General Terms and Conditions, and all statements, agreements, alterations and other particulars and arrangements may be amended or modified only by a written instrument.. This applies in particular to any promises made by EMIRAT’s employees or representatives, or others assisting it in performing its obligations. Ancillary agreements reached verbally or by telephone, reservations, amendments and supplements shall only be valid subject to written confirmation by EMIRAT. This also applies to any waiver of this requirement for written form.

9.3 Set-off by the Client is only permitted in respect of claims that are undisputed or have been established res judicata.

9.4 The laws of the Federal Republic of Germany shall apply, on exclusion of CISG and the rules on determining the system of law that are laid down in German private international law.

9.5 Venue for all and any disputes shall be Munich. However, EMIRAT may also sue the Client before any other court having jurisdiction.