General terms and conditions

Download terms and conditions (PDF, in German), version of 30 September 2026

Version: 30 September 2026

This is a translation of our German general terms and conditions (Allgemeine Geschäftsbedingungen). In case of doubt, the German version applies.

§ 1 Scope

(1) The legal relationship of the firm GOLNIK & PARTNER Öffentlich bestellte Vermessungsingenieure mbB
(hereinafter: “Contractor” or “AN”)
with its client
(hereinafter: “Client” or “AG”)
is governed by the following contractual provisions.

(2) Deviating terms and conditions of the Client only become part of the contract if the Contractor expressly acknowledges them in writing. The general terms and conditions of the Client also do not become valid because the Contractor performs its services in accordance with the contract without further reservation.

(3) Sovereign services or tasks which the surveying engineers of the Contractor perform in their capacity as publicly appointed surveying engineers (Öffentlich bestellte Vermessungsingenieure) and which serve the establishment and/or updating of the real estate cadastre (Liegenschaftskataster) or the determination or marking of property boundaries, as well as facts/declarations that are to be certified with public faith, are to be carried out in accordance with the provisions of state law. They are therefore excluded from regulation by these terms and conditions.

§ 2 Basis of the contract

(1) The basis of the contract between the Client and the Contractor is, in the following order:

1. the separately concluded surveying contract (order), including any annexes (such as the Client’s objectives and schedule)

2. these general terms and conditions (AGB)

3. the provisions of the law on contracts for work (Werkvertragsrecht) under §§ 631 et seq. BGB (German Civil Code)

§ 3 Subject of the order, written form

(1) The scope of the order results from the separately agreed scope. There is no entitlement to be assigned further services. If the surveying engineer is to be commissioned with further services, a separate order is required. The provisions of the surveying contract (order) and these terms and conditions also apply to the further services.

(2) Statements on deadlines and dates for the completion of the Contractor’s services are only binding if they are made in writing.

§ 4 Performance of the order

(1) The Client is obliged to take all actions and make all declarations necessary for the performance of the order, in particular to inform the Contractor fully about the local conditions in legal and factual terms.

(2) The Contractor will take the facts stated by the Client as correct.

(3) If the Contractor has concerns about an instruction of the Client because it considers it improper or inexpedient, it must raise this with the Client without delay. If the Client insists in writing on the execution despite justified concerns, the Contractor is obliged to comply, unless it would thereby also violate recognised rules of technology or its contractual obligations. The Contractor is released from liability for such defects that result from the Client’s instruction.

(4) The Client authorises the Contractor to obtain from parties involved, authorities and third persons the information necessary for the provision of the services and to carry out investigations. If necessary, the Client must give the Contractor a special written power of attorney for this.

(5) If the Client fails to provide cooperation incumbent on it in the performance of the order, or if it is in default of acceptance of the service offered by the Contractor, the Contractor is entitled to set a reasonable deadline with the declaration that it will refuse to continue the contract after the deadline has expired. After the deadline has expired without result, the Contractor may terminate the contract without notice. The Contractor’s claim to compensation for the additional expenses incurred as a result of the default or the Client’s failure to cooperate, as well as for the damage caused, remains unaffected, even if the Contractor has not made use of the right of termination.

§ 5 Changes to the subject of the order, changes in planning

Changes to the subject of the order or changes in planning that were not agreed are services that are not covered by the agreed fee. The contracting parties must make a separate written agreement on the fee. This agreement should be made as soon as possible before the service is performed.

§ 6 Fee

(1) The Contractor’s fee is based on the contractual agreement with the Client.

(2) For activities of the Contractor for which no agreement has been made with the Client, the usual fee is deemed agreed.

§ 7 Payment and default in payment

(1) The Contractor may request verifiable instalment payments at reasonable intervals for services that have been proven and performed in accordance with the contract.

(2) The final fee payment becomes due when the Contractor has performed the services incumbent on it completely and in accordance with the contract and has submitted a verifiable final fee invoice. The parties agree on a review period of 30 days from receipt of the invoice by the Client for the review of the final fee invoice. The final fee payment becomes due at the latest at the end of these 30 days, if and to the extent that the services of the surveying engineer have been performed completely and in accordance with the contract.

(3) Payment orders, cheques and bills of exchange are only accepted by special agreement, with all collection and discount charges being charged, and only on account of performance.

(4) If the Client does not pay when due, the Contractor may set a reasonable grace period. If the Client does not pay within the grace period either, the Contractor may withdraw from the contract and claim damages for non-performance. Subject to the assertion of further damage, the statutory default interest is payable in the event of default in payment. The interest is based on the interest rates stated in § 288 BGB, unless the Contractor proves a higher damage caused by default.

(5) In the cases of paragraphs 1 and 4, the Contractor may suspend the work until payment, provided that the reasonable grace period previously set for the Client has expired without result.

§ 8 Set-off and right of retention

(1) The Contractor may refuse to hand over its work results until its fee claim has been fulfilled. This does not apply if withholding the work results would, in the circumstances, in particular because of the relatively small amounts owed, violate the principle of good faith (Treu und Glauben).

(2) A set-off against the Contractor’s fee claim is only permitted with undisputed claims or claims that have been finally established by a court. The Client may only assert a right of retention if it is based on claims arising from the concluded contract.

§ 9 Time of performance

(1) The deadline for the delivery of the work results is based on the separate agreements of the surveying contract (order). If the Contractor needs information or documents from the Client or a third party to provide its services, or if the payment of an advance has been agreed, the deadline only begins after receipt of the information or documents or of the advance. If the Client fails to provide cooperation incumbent on it in the performance of the order, the deadline for the delivery of the work results is extended by the corresponding period.

(2) If the deadline for performance is exceeded, the Client may only withdraw from the contract or claim damages in the event of default in performance by the Contractor or of impossibility for which the Contractor is responsible.

§ 10 Warranty

(1) The Client’s warranty rights are initially limited to free remedial work on the work results.

(2) If remedial work is not carried out within a reasonable time or if the remedial work fails, the Client may demand the rescission of the contract or the reduction of the fee.

(3) Defects in surveying services must be notified to the Contractor in writing after they have been discovered; otherwise the warranty claim expires. In the case of an obvious defect, the notice of defects must be given within two weeks; after this period has expired, the Client’s warranty claim has expired.

(4) A claim of the Client for damages due to the absence of warranted characteristics remains unaffected by this.

§ 11 Liability

(1) The Contractor’s liability for damages, on whatever legal grounds, in particular for impossibility, default, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this § 11, insofar as fault is relevant in each case.

(2) The Contractor is not liable in the event of simple negligence of its bodies, legal representatives, employees or other vicarious agents, unless this concerns a breach of essential contractual obligations. Essential contractual obligations are the obligation to deliver the survey results on time, their freedom from defects that impair their functionality or usability more than insignificantly, as well as duties of advice, protection and care that are intended to enable the Client to use the survey results in accordance with the contract or that are intended to protect the life or limb of the Client’s personnel or to protect the Client’s property from considerable damage.

(3) Insofar as the Contractor is liable in principle for damages in accordance with paragraph 2, this liability is limited to damage that the Contractor foresaw as a possible consequence of a breach of contract when the contract was concluded or that it should have foreseen by applying customary care. Indirect damage and consequential damage resulting from defects in the survey results are also only recoverable insofar as such damage is typically to be expected when the survey results are used as intended.

(4) In the event of liability for simple negligence, the Contractor’s obligation to pay compensation for property damage and resulting further financial losses is limited to an amount of €1,500,000.00 per case of damage, even if it concerns a breach of essential contractual obligations. The total payment for all insured events in one insurance year is 4 times this sum insured. For uninsurable damage in cases of slight negligence and in the event that the insurer is released from its obligation to pay, the Contractor is liable up to an amount of €20,000.00. Liability for atypical consequential damage is excluded.

(5) The above exclusions and limitations of liability apply to the same extent in favour of the Contractor’s bodies, legal representatives, employees and other vicarious agents.

(6) If the Contractor provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and to the exclusion of any liability.

(7) If the Client makes a claim against the Contractor for damage for which a third party is also responsible, the Contractor may demand that the Client first make serious out-of-court efforts to enforce its claims for defects against the third party.

(8) The limitations of this § 11 do not apply to the Contractor’s liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act (Produkthaftungsgesetz).

§ 12 Early termination of the contract

(1) Both contracting parties may only terminate the contract for good cause.

(2) Termination must be made in writing.

(3) If the Contractor is responsible for the termination, it is only entitled to a fee for the services performed and proven up to that point, including the incidental costs incurred for them.

(4) In all other cases, the Contractor is entitled to the contractually agreed fee. However, the Contractor must allow to be credited against it what it has saved in expenses as a result of the cancellation of the contract or acquires through other use of its labour or maliciously fails to acquire. Unless the Client proves a higher share of saved expenses in the individual case, this share of saved expenses is agreed at 40% of the fee for the services not yet performed by the Contractor. If the Client wishes to make a deduction for earnings from other use of the Contractor’s labour or for malicious failure to earn otherwise, it bears the burden of proof in this respect as to the grounds and the amount.

(5) If the contract is cancelled by mutual agreement of the parties, paragraphs 3 and 4 also apply.

§ 13 Copyright/right of exploitation

(1) The Contractor retains the copyright in the services it has provided, insofar as they are eligible for copyright protection.

(2) The Client may only use the Contractor’s work results for the purpose for which they are intended as agreed. Any further exploitation is only permitted to the Client if a corresponding right of use has been transferred to it.

§ 14 Final provisions

(1) Changes and additions to these contractual provisions must be made in writing.

(2) If the HOAI (German Fee Structure for Architects and Engineers, Honorarordnung für Architekten und Ingenieure) is amended during the term of the contract, or if a new statutory fee structure takes its place, the parties undertake to negotiate an adjustment of the contract to the new provisions. The same applies if the Contractor’s fee is based on another remuneration scheme.

(3) Should individual provisions of the contract be invalid, the validity of the remaining provisions is not affected. The invalid provision is to be replaced by a valid one that comes as close as possible to the intended objective.

(4) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction is Rostock, Germany.