General Terms and Conditions

EXZELLENTIA CONSTRUCTIO UG (haftungsbeschränkt)

Hans-Stießberger-Straße 11, 85540 Haar
kontakt@exzellentia-constructio.de
+49 160 96273279

Version: 20 October 2026

These General Terms and Conditions apply to interior fit-out, drywall construction, renovation, repairs, refurbishment, dismantling and demolition, and the installation of flooring, doors, kitchens and furniture. The specific order is defined by the quotation, specification of works, order confirmation and validly agreed variations. Mandatory law and individually negotiated agreements take precedence.

§ 1 Scope and contracting parties

(1) These General Terms and Conditions apply to contracts between EXZELLENTIA CONSTRUCTIO UG (haftungsbeschränkt), Hans-Stießberger-Straße 11, 85540 Haar (the “Contractor”), and consumers (section 13 of the German Civil Code, BGB) and businesses (section 14 BGB) for the construction, fit-out, repair, installation, dismantling and related supply services described in the order.

(2) Special provisions for consumers or businesses apply only to the respective customer category. Mandatory statutory provisions remain unaffected. In the event of conflicting provisions, the following order of precedence applies: individually negotiated agreements; order confirmation/quotation and specification of works; these General Terms and Conditions; statutory provisions.

(3) Conflicting or supplementary purchasing terms or other terms of the Customer become part of the contract only if the Contractor expressly agrees to their application in text form. Silence or performance of the works alone does not constitute agreement.

(4) These General Terms and Conditions become part of the contract only if the Customer was reasonably informed of them when the contract was concluded, had an opportunity to read them and agreed to their application. The statutory requirements for incorporation apply to consumers.

§ 2 Scope of services, exclusions and execution standards

(1) The Contractor owes only the services and agreed characteristics specifically described in the accepted quotation and its annexes. Customary trade tolerances and generally accepted technical standards apply unless a particular quality or method of execution has been expressly agreed.

(2) Electrical, gas, drinking-water, heating, structural engineering and other work requiring statutory authorisation or specialist qualifications is included only if expressly identified in the order and performed by appropriately qualified or authorised specialist contractors. Mentioning a service in a general overview does not itself constitute an order.

(3) Connections to appliances are carried out only where expressly commissioned, suitable and accessible connection points are available, and the work is legally permissible. The Contractor may refuse a particular connection for safety or legal reasons; the parties will then agree on any required specialist work and any resulting changes to the schedule or price.

(4) Planning or checks relating to permits, structural stability, hazardous substances or concealed services are owed only if expressly agreed. The Contractor will point out identifiable concerns; responsibility for specialist planning that has not been commissioned remains with the Customer or the Customer’s planner.

§ 3 Quotations, conclusion of the contract and contract documents

(1) A quotation is binding only within the acceptance period expressly stated in it. If no such period is stated, it is non-binding. The contract is concluded by acceptance in text form or by an agreement signed by both parties. Where the law requires text form for a consumer contract, particularly a consumer construction contract, that requirement must be met. Merely starting work or making a payment does not replace a statutory form requirement.

(2) The contract documents comprise the quotation, specification of works, plans/annexes, execution documents expressly incorporated into the contract and confirmed variations. The Customer checks the dimensions, materials, colours, plans and information provided and reports identifiable uncertainties before execution. This request to check does not reverse statutory burdens of proof or the Contractor’s responsibility for its own planning or execution errors.

(3) Cost estimates, indicative prices, estimated quantities and forecasts are not fixed prices unless expressly designated as a lump-sum or fixed price. Unit-price work is invoiced according to the quantities actually executed and established jointly or in a verifiable manner. Deviations from the estimated scope are handled under sections 10 and 11 of these terms.

§ 4 Measurements, dimensions and site conditions

(1) Measurements taken by the Contractor cover accessible dimensions required for the agreed purpose. They do not replace a survey of concealed components or specialist planning. Dimensions supplied by the Customer may be used as a binding basis for execution only if the quotation expressly states this.

(2) Before execution, the Customer communicates in text form any known changes, deviations, service routes, previous damage, damp, mould, cavities, special wall or floor constructions and other relevant circumstances. The Customer is liable for additional costs or damage only under statutory rules and insofar as they were caused by a breach of duty for which the Customer is responsible.

(3) If site conditions or the scope of services change after measurement or conclusion of the contract, the parties agree on the necessary price and schedule adjustments in text form before execution; mandatory statutory rules on instructions and remuneration remain unaffected.

§ 5 Customer cooperation, site access and impediments

(1) The Customer provides safe access to the property in good time, clears the agreed work areas and informs the Contractor of house rules, access restrictions and known risks. Where identified in the quotation as the Customer’s responsibility, the Customer provides electricity, water, lighting, unloading or parking facilities and suitable storage space.

(2) The Customer obtains required public-law approvals and third-party cooperation unless responsibility for obtaining them has been expressly assigned to the Contractor. The Customer must not instruct employees or subcontractors in a way that conflicts with the agreed work and safety plan; changes must be coordinated with the Contractor.

(3) If execution is impeded by a circumstance for which the Customer is responsible, the parties notify the impediment and its expected effects without undue delay. Execution periods are extended appropriately to the extent that the impediment causes the delay. Compensation for additional costs is governed by law and the contract; unsubstantiated flat-rate waiting or downtime charges are not automatically payable.

(4) The Contractor may suspend work where there is a specific danger to people, property or proper performance of the contract, or where necessary cooperation is missing. The Contractor informs the Customer in text form where reasonably practicable and resumes only after the obstacle has been removed. Necessary protective measures remain permissible.

§ 6 Substrates, load-bearing capacity and existing components

(1) The Contractor checks the substrate only within the scope of the agreed visual and functional checks customary for the particular service. Technical investigations into concealed defects, load-bearing capacity, hazardous substances or services are owed only if expressly agreed.

(2) If the Contractor identifies circumstances that could jeopardise execution or produce a result that has not been agreed, it informs the Customer and agrees on the next steps. Necessary additional work is carried out only after a variation has been agreed, unless immediate action is required to avert a specific danger.

(3) Dismantling, demolition, opening up or fixing work may damage concealed or previously damaged components despite proper execution. This does not establish a blanket exclusion of liability. Liability is governed by statutory provisions, particularly whether the cause could have been identified with customary care, whether a warning was required and whether the parties specifically agreed on a particular risk of damage.

§ 7 Concealed services, installations, appliances and connections

(1) Before work starts, the Customer identifies known cable and pipe routes, underfloor heating, cavities and concealed installations and provides any available plans. The Contractor takes identifiable indications into account and performs the agreed services with due care. Non-destructive detection is owed only where agreed or required by the circumstances of the particular work.

(2) If a service is undocumented and cannot be identified through the customary checks owed, liability is governed by statutory rules. The Customer’s failure to disclose known services may be taken into account when assessing the cause of damage; it does not exclude claims arising from the Contractor’s own fault.

(3) For appliances and components supplied by the Customer, the Contractor remains responsible for its own installation obligations. No guarantee of quality or functionality is given for third-party products. Identifiable unsuitability or safety concerns are communicated, and a decision on further execution is made in advance.

§ 8 Materials, deliveries and items supplied by the Customer

(1) The Customer provides all Customer-supplied materials at the work site on time and in the agreed quality. The Contractor checks them within the scope of customary incoming-goods and visual inspections and points out identifiable defects or missing parts. More extensive material testing is owed only where agreed.

(2) Delays or additional work caused by defective, missing or late Customer-supplied items are charged in accordance with statutory provisions and documented agreement. The Contractor may suspend the affected work pending clarification. Completed parts of the work that conform to the contract and are capable of acceptance remain billable in accordance with the law.

(3) Natural materials and manufactured products may exhibit variations in colour, texture, grain and dimensions due to their natural characteristics or production. Such variations conform to the contract only if they remain within the agreed characteristics, agreed samples and relevant product or industry standards. There is no blanket rule treating every variation as free of defects.

§ 9 Dates, execution periods and changes to the schedule

(1) Binding execution periods and completion dates are expressly identified as binding in the quotation or order confirmation. Other dates are planned dates. Periods begin only once agreed prerequisites have been met, required documents are available and agreed payments that are due have been made.

(2) The parties inform each other promptly of delays. An extension is granted only to the extent that an event for which the Contractor is not responsible actually delays execution; statutory rights arising from breaches of duty remain unaffected.

(3) Where dates are postponed or access is unavailable, additional costs actually and necessarily incurred are recoverable only where a statutory or contractual entitlement exists and the cause is attributable to the respective party. A cancellation or wasted-journey charge is payable only if specifically agreed in advance and reasonable; the Customer remains entitled to prove that no loss or a substantially smaller loss was incurred.

§ 10 Remuneration, invoices and late payment

(1) The fixed, lump-sum or unit prices agreed in the quotation apply. Prices quoted to consumers include statutory VAT unless a legally permissible net price is expressly stated. Quotations to businesses show VAT or a reverse-charge liability under section 13b of the German VAT Act (UStG) in accordance with statutory requirements; these terms do not determine the tax treatment.

(2) Progress payments are due only up to the value of services performed under the contract and evidenced, and in accordance with statutory provisions. Required materials that have been delivered or specially manufactured are taken into account only where statutory requirements are met, particularly, where applicable, against transfer of ownership or appropriate security. Consumer construction contracts are additionally subject to the mandatory limits and security requirements of section 650m BGB.

(3) An advance payment for work not yet performed is required only if expressly, transparently and reasonably agreed in the individual contract and not prohibited by mandatory consumer protection provisions. Special orders must not exclude statutory rights of withdrawal or repayment claims.

(4) Final remuneration becomes due after acceptance and receipt of a verifiable final invoice, unless the law provides otherwise. Payment is due within 14 calendar days of receipt of the invoice unless otherwise validly agreed in the quotation. Consumers enter default at the latest 30 days after the payment becomes due and the invoice is received only if the invoice specifically draws attention to this consequence; otherwise sections 286 et seq. BGB apply.

(5) In the event of default, statutory default interest and statutory compensation for losses caused by default apply. The statutory EUR 40 flat-rate compensation under section 288(5) BGB applies only in business transactions where its requirements are met. It is not charged to consumers. The Customer may set off undisputed claims or claims established by a final judgment; statutory rights of retention remain unaffected.

(6) In the event of substantial payment default, the Contractor may exercise statutory rights after a prior reminder and an appropriate deadline, including a proportionate suspension of services not yet due, provided the statutory requirements are met. The Customer’s rights concerning defects and section 320 BGB remain unaffected.

§ 11 Changes, additional services and variations

(1) Changes to the agreed result and additional services not included in the quotation are described in text form before execution. The agreement should specify the scope, remuneration or basis of calculation, effects on deadlines and any material or disposal costs. The Contractor starts the additional work only after consent has been given, unless a statutory right to issue instructions applies or an immediate protective measure is necessary.

(2) Consumer construction contracts are subject to the variation procedure under sections 650b and 650c BGB, including statutory form and time-limit requirements. For other contracts, mandatory statutory rights concerning changes, remuneration and termination remain applicable. A unilateral provision in general terms does not establish an unrestricted right to change the price or services.

(3) Unforeseeable circumstances that were not identifiable when the quotation was prepared, such as concealed damage, inadequate substrates, unknown services or hazardous substances, are documented. The Contractor stops the affected work, secures the area as necessary and submits a proposed variation. Without consent there is no obligation to perform additional work that has not been commissioned, subject to necessary danger prevention and mandatory statutory duties.

§ 12 Acceptance, condition assessment and documentation

(1) The Contractor gives notice of completion in text form and proposes an acceptance date. The parties inspect the work jointly where requested or appropriate. Identified defects, outstanding work, reservations and mutually agreed deadlines are recorded in an acceptance report. A signature confirms only the circumstances expressly recorded; it is not a blanket waiver of unknown rights.

(2) The Customer accepts work that conforms to the contract in accordance with section 640 BGB. Acceptance may not be refused because of insignificant defects; known defects must be specifically reserved at acceptance if the Customer wishes to retain rights in respect of them.

(3) Deemed acceptance occurs only under the statutory requirements of section 640(2) BGB: completion, a reasonable acceptance period and no refusal identifying at least one defect. When requesting acceptance from a consumer, the Contractor explains in text form the consequences of failing to make a declaration or refusing acceptance without identifying a defect. Mere use, further processing or silence does not automatically constitute acceptance.

(4) Partial acceptance or condition assessments take place only where provided by law, expressly agreed in the individual contract or agreed by both parties in text form. Partial acceptance must not circumvent mandatory consumer rights, statutory payment requirements or rules on the burden of proof.

(5) Photographs, measurement notes, site reports, delivery notes and disposal records may serve as documentation. They evidence only the facts recorded and do not alter contractual characteristics or statutory burdens of proof.

§ 13 Rights concerning defects and limitation periods

(1) Statutory rights concerning defects apply, particularly sections 633–638 BGB. The Contractor is given an opportunity to provide supplementary performance to the extent prescribed by law. Its type and scope are governed by law; statutory rights to remedy defects independently, reduce the price, rescind the contract and claim damages remain unaffected.

(2) The Customer reports identified defects as promptly as possible and describes them in a comprehensible manner to enable inspection. Late notification does not automatically result in the loss of statutory rights. Businesses are subject to statutory duties of inspection and notification only where applicable to the particular contract, particularly section 377 of the German Commercial Code (HGB) for a commercial purchase by both parties.

(3) Statutory limitation periods apply. Buildings and work whose result consists in constructing, maintaining or altering a building are generally subject to the statutory five-year period from acceptance (section 634a(1), no. 2, and (2) BGB); other work may be subject to the statutory two-year period or another statutory period. Nothing in these terms shortens mandatory periods or claims relating to fraudulently concealed defects.

(4) No liability for defects applies insofar as claimed damage is demonstrably caused exclusively by normal wear, improper use, failure to provide agreed care, a substrate or product defect for which the Contractor is not responsible, third-party interference or an unsuitable item specified or supplied by the Customer. The burden of proof is governed by law; any contributory fault of the Contractor remains relevant.

§ 14 Dismantling, demolition, older buildings, concealed defects and hazardous substances

(1) In demolition and dismantling work, the nature and condition of concealed components can generally be assessed only after opening up. The agreed scope covers only the components and layers expressly described. Reinstatement, disposal or replacement of adjacent or concealed components is included only where expressly agreed.

(2) If previously unidentifiable damage or risks become visible during execution, such as rot, damp, mould, inadequate load-bearing capacity, services or contaminated materials, the Contractor documents the findings where possible, informs the Customer and suspends the affected services where safe and necessary. Before work resumes, the parties agree on investigations, protective measures, changes to the services, the schedule and remuneration.

(3) Where asbestos, man-made mineral fibres, PCB, PAH, lead or other hazardous substances are suspected, affected work is not resumed without an appropriate risk assessment and necessary protective measures. Analysis, specialist planning, notifications, remediation and disposal are included only if expressly commissioned, legally permissible and performed by appropriately qualified companies. The Contractor may suspend work pending clarification.

(4) Before work starts, the Customer discloses known hazardous-substance findings, previous investigations and existing building documentation. This duty to cooperate does not exclude the Contractor’s duty to take identifiable hazards into account and implement measures required by law.

(5) Waste types, estimated quantities, transport and disposal routes are governed by the quotation and mandatory waste legislation. Disposal costs for unspecified or hazardous waste are not included unless expressly agreed. The Contractor provides agreed weighing, transfer or disposal records. Contractual allocations do not alter statutory obligations of the respective waste producer or holder.

§ 15 Subcontractors, responsibility and site documentation

(1) The Contractor may use suitable subcontractors to perform the contract. The Contractor remains the contracting party and responsible point of contact and is liable for persons engaged in performance in accordance with statutory provisions. Legally required qualifications, authorisations and evidence are observed for the services concerned.

(2) The Customer directs instructions concerning performance, changes and approvals to the Contractor. Site safety instructions and statutory emergency measures remain unaffected. Direct arrangements with subcontractors change the contract only if confirmed by the Contractor in text form.

(3) The Contractor may document progress through site reports, measurements, photographs, delivery notes and inspection or disposal records insofar as necessary for contractual performance, invoicing, safety or evidence and permissible under data protection law. People, personal belongings and unaffected areas are excluded from recordings wherever possible. Publication for advertising purposes requires a separate legal basis or consent.

(4) Copyright and usage rights in quotations, calculations, specifications, plans, sketches, photographs, videos, reports and other digital documents created by the Contractor or its employees exist only to the extent that such rights have arisen by law and been validly granted. After full payment, the Customer receives a non-exclusive, non-transferable right of use insofar as necessary to use, maintain and document the commissioned property. Disclosure to third parties for this purpose is permitted. Use for other projects, publication or commercial exploitation requires prior consent unless mandatory statutory rights provide otherwise.

(5) Content and documents supplied by the Customer remain attributable to their respective rights holders. For the duration of the contract, the Customer grants the Contractor a non-exclusive, order-specific right of use insofar as necessary to prepare the quotation, execute, document and invoice the work. The Contractor does not use such content for advertising or other projects without separate consent.

(6) Photographs and video recordings generally serve internal construction, quality and performance documentation. Recordings revealing residents, individuals, private circumstances or areas unrelated to the order are avoided or protected wherever possible. Publication, use as a project reference or use on social media requires separate valid consent or another legal basis; consent is not a condition of the contract. Data protection rights remain unaffected.

(7) The Contractor may engage suitable subcontractors. A subcontractor may receive and use personal customer data, property information and digital documents only insofar as necessary for its specifically commissioned share of the services. Confidentiality, data protection and usage restrictions must be imposed contractually. These terms do not establish a contractual penalty or general non-compete obligation.

(8) Prohibition on photography and filming by subcontractors

Subcontractors and their employees, persons engaged by them in the performance of their obligations and any other persons deployed by them are prohibited from making photographs, video or audio recordings or other image recordings at construction sites and properties managed by EXZELLENTIA CONSTRUCTIO UG (haftungsbeschränkt) without the company’s prior express consent in text form.

The prohibition covers, in particular, recordings made using mobile phones, cameras, drones or other recording devices, as well as the storage, publication, disclosure or use of such recordings for their own business, advertising or private purposes.

This applies, in particular, to social networks, websites, project references, customer presentations and advertising materials. Consent to make recordings does not automatically authorise their publication or disclosure.

Documentation required by law, particularly to preserve evidence, identify defects, ensure occupational safety or fulfil legal obligations, remains permissible to the extent necessary. Such recordings may not be published or used for advertising purposes without separate authorisation.

Subcontractors must impose these rules as binding obligations on their employees and any other persons deployed by them.

In the event of culpable breaches, statutory claims for injunctive relief, remedying the infringement and damages remain unaffected.

§ 16 Liability

(1) The Contractor is liable without limitation for intent and gross negligence, culpable injury to life, body or health, under the German Product Liability Act, for fraudulent concealment of a defect, where a guarantee has been assumed and in all cases of mandatory statutory liability.

(2) In cases of ordinary negligence involving breach of an essential contractual obligation, the Contractor is liable for damage typical of the contract and foreseeable when it was concluded. Otherwise, liability for ordinary negligence is excluded insofar as permitted by law. This provision also applies for the benefit of legal representatives and persons engaged in performance.

(3) No limitation of liability applies insofar as damage results from an execution error for which the Contractor is responsible, failure to give a required warning or breach of a duty to ensure safety. Contributory fault of the Customer is taken into account under section 254 BGB.

§ 17 Withdrawal, termination and ending the contract

(1) Consumers have a right of withdrawal where and to the extent provided by law for the particular contract, particularly for distance contracts, off-premises contracts and consumer construction contracts. Details, the withdrawal period, model withdrawal form and requests for early commencement of services are governed by the separate withdrawal instructions and statutory provisions. These terms do not exclude the right of withdrawal.

(2) If the Contractor begins work at the express request of a consumer before the withdrawal period expires, that request is recorded separately on a durable medium where required by law. Compensation for the value of services may be claimed only under statutory conditions. For a paid service, the right of withdrawal does not expire merely because work has begun; the statutory conditions for expiry apply.

(3) The Customer may terminate a contract for work at any time before completion under section 648 BGB. Settlement is governed by law; the presumption of an entitlement to 5% of the remuneration relating to the unperformed portion applies only in accordance with section 648, sentence 3, BGB and may be rebutted. Section 648a BGB governs termination for good cause. Consumer construction contracts are additionally subject to special statutory information and form requirements.

(4) The Contractor may terminate for good cause where statutory requirements are met. Before terminating because of a remediable breach of duty, the Contractor generally sets a reasonable period for remedy unless the law dispenses with that requirement. Services already performed and necessary protective measures are settled in accordance with the law.

§ 18 Ownership, data protection and final provisions

(1) Delivered goods not yet permanently attached to the building remain the Contractor’s property until full payment insofar as retention of title is legally possible. Mandatory statutory rules, particularly concerning processing or attachment to land, remain unaffected.

(2) Personal data is processed in accordance with the separate privacy policy and applicable data protection provisions. These terms do not replace privacy information.

(3) German law applies. For consumers, this choice of law applies only insofar as it does not deprive them of the protection of mandatory provisions of the state of their habitual residence. The UN Convention on Contracts for the International Sale of Goods is excluded insofar as applicable.

(4) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the courts at the Contractor’s registered office have jurisdiction over disputes arising from the contractual relationship insofar as permitted by law. Statutory jurisdiction rules apply to consumers.

(5) If an individual provision is invalid, the relevant statutory provisions apply in its place; the validity of the remaining contractual provisions is governed by section 306 BGB. An invalid provision is not replaced by a provision having an economic effect as similar as possible.