General Terms and Conditions
1 |
Scope |
| 1.1 | The following terms and conditions shall apply to all deliveries and services, unless otherwise agreed in writing in advance. Deviating agreements shall only apply to a specific contract and not to future contracts, unless expressly agreed otherwise in writing. |
| 1.2 | The General Terms and Conditions shall only apply to merchants if the contract is part of the operation of a commercial business as well as to legal entities under public law and public special funds § 310 I sentence 1 BGB. |
| 1.3 | These General Terms and Conditions of GWT-TUD GmbH (hereinafter referred to as GWT) shall apply exclusively. Business conditions of the contractual partner do not apply, even if GWT does not expressly object to them. The same applies even if GWT performs the service owed in the knowledge of conflicting general terms and conditions of the contractual partner. |
2 |
Offers, conclusion of contracts and scope of services |
| 2.1 | The services and/or work performances shall be rendered in each case in accordance with the applicable statutory provisions, unless otherwise stipulated in these General Terms and Conditions. |
| 2.2 | GWT is entitled to use the services of third parties for the execution of orders, whereby GWT always remains directly obligated to the client. |
| 2.3 | Changes in the agreed scope of services shall be specified in writing. |
| 2.4 | GWT is entitled to partial deliveries and partial services at any time, as far as this is reasonable for the contractual partner. |
| 2.5 | Dates, deadlines, dimensions, weights, simulation results, drawings, etc. are not binding unless they have been expressly confirmed in writing. |
| 2.6 | Information in brochures, advertising statements, statements in other publications and statements by third parties do not constitute grounds for contractual performance, warranty or damage claims against GWT from any point of view. |
| 2.7 | Representations and warranties for the quality of deliveries and services shall only be granted if expressly agreed in writing. |
3 |
Cooperation obligations of the contractual partne |
| 3.1 | The contractual partner shall ensure that all necessary documents and data are submitted to GWT free of charge in due time, that GWT is informed of all information and that GWT is informed of all events and circumstances concerning the project. This also applies to documents, processes and circumstances which only become known during the activity of GWT. |
| 3.2 | Furthermore, the contractual partner shall ensure that the corresponding infrastructure, which is indispensable for the execution of the projects, is provided. This includes free access to all premises, installations (hardware, software, networks, etc.) to the extent necessary for the proper performance of the services. |
4 |
Prices and terms of payment |
| 4.1 | The services and works shall be invoiced at the fixed price stated in the offer or on a time and material basis after completion or acceptance of the services, unless otherwise agreed in writing. Estimated prices for services and work performances stated in the offer on a time and material basis are non-binding. Travel, accommodation and overnight costs will be invoiced additionally. |
| 4.2 | The respective prices are quoted in EURO and are exclusive of VAT and exclusive of packaging, insurance, freight, assembly and other shipping and transport costs. |
| 4.3 | The statutory value-added tax applicable at the time of performance shall be added to the agreed prices and shall be shown separately on the invoice. |
| 4.4 | Payments are to be made to the GWT account specified in the invoice, stating the invoice number and the purpose of use, within 14 days of receipt of the invoice without deduction. |
| 4.5 | In the event of consideration of the Buyer's change requests, the Buyer shall be invoiced for the additional costs incurred as a result. |
| 4.6 | In case of default of payment by the contractual partner, GWT is entitled to charge default interest in the amount of 8% above the respective valid base interest rate of the European Central Bank. The contracting parties reserve the right to prove a lower or higher interest damage. |
5 |
Offsetting and retention |
| 5.1 | The contractual partner shall only be entitled to set-off if the set-off claim is undisputed or has been legally established. |
| 5.2 | The contractual partner shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. |
6 |
Acceptance |
| 6.1 | Work performances are to be accepted by the client. The handover of the service and the conformity with the agreed service description shall be recorded by the contractual partner without delay. Any other proof of handover shall be incumbent upon the contracting parties. Insignificant deviations do not entitle the client to refuse acceptance. |
| 6.2 | The commissioning or use of the work or parts of the work shall be deemed to be acceptance. |
| 6.3 | The service shall also be deemed to have been regularly accepted if the contractual partner does not declare acceptance after the expiry of two weeks from the handover and the contractual partner is, as it were, obliged to accept in accordance with § 640 I BGB. |
7 |
Claims for defects |
| 7.1 | The work performance shall correspond to the agreed performance description and the agreed scope of performance and shall be provided to the Customer free of material defects and defects of title. |
| 7.2 | GWT assumes no liability with regard to the actual possibility of implementation of the project or its economic usability, insofar as the service rendered corresponds to the service owed. |
| 7.3 | The contractual partner must inspect the goods immediately upon receipt, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, notify GWT immediately in writing. If the contractual partner fails to give such notice, the goods shall be deemed to have been accepted, unless the defect was not recognizable during the inspection. In all other respects §§ 377 ff. HGB (GERMAN COMMERCIAL CODE) SHALL APPLY. |
| 7.4 | In the event of a defect, GWT shall choose between rectification of the defect or new delivery (subsequent performance). In the event that a subsequent delivery is to be made, GWT shall be granted a reasonable period of time for subsequent delivery. In case of failure of the supplementary performance, the contractual partner has the right to demand a reduction of the remuneration or cancellation of the contract, at its option. |
| 7.5 | GWT may refuse subsequent performance if this requires an effort which is grossly disproportionate to the contractual partner's interest in performance. In this case the contractual partner may demand a reduction of the remuneration or withdraw from the contract.. |
| 7.6 | Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources or due to particular external influences which are not assumed under the contract. |
| 7.7 | If the contractual partner or third parties carry out modifications or repair work, there shall also be no claims for defects. |
| 7.8 | Claims for defects of quality and title shall become statute-barred after 12 months, unless longer periods are prescribed by law (e.g. §§ 438, 479 I, 634a I BGB). |
8 |
Work results |
| 8.1 | GWT remains the owner of the already existing copyrights, inventions and other intellectual property rights (old property rights). |
| 8.2 | Inventions made during the execution of an order by employees of GWT and by employees of The GWT is the owner of all work results made by third parties commissioned by the GWT, unless otherwise agreed in writing. In addition, GWT grants rights of use also with regard to the newly created work results within projects only with a separate contractual and written agreement. |
| 8.3 | Inventions made jointly by employees of GWT and the client during the execution of an order as well as industrial property rights granted for this are jointly entitled to both contracting parties. |
| 8.4 | GWT does not assume any liability for the infringement of third party rights in the use of the documents or services of GWT by the client, unless GWT was aware of this at the time of delivery of the services and did not inform the client thereof due to gross negligence or intentionally. |
| 8.5 | Markings may not be removed, destroyed, defaced, altered or otherwise used. |
9 |
Liability |
| 9.1 | GWT's liability extends to the application of scientific care and compliance with the recognized rules of technology. |
| 9.2 | GWT is liable to the contractual partner according to the Product Liability Act, for injury to life, body or health, in other cases of intent, gross negligence or assumption of guarantee. Furthermore, liability exists for the area of simple negligence if essential traffic obligations are violated. Material obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely. The claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage typical for the contract. |
| 9.3 | In all other respects and beyond this, GWT accepts no liability whatsoever, insofar as this is not mandatory by law. Liability for consequential damages is expressly not assumed. |
| 9.4 | The exclusion of liability also applies to GWT's vicarious agents and employees as well as to third parties commissioned by GWT. |
| 9.5 | The contractual partner shall inform GWT of all circumstances known to it which are relevant for a risk of damage both in terms of reason and amount. |
| 9.6 |
GWT is liable for the damage caused by delay of the client in case of work performances, if a final date agreed upon in the offer is exceeded exclusively due to reasons within GWT's responsibility. The damage caused by delay is limited to the proven damage of the client and the amount is limited to 0.5 per cent for each completed week of delay, but in total not more than 5 per cent of the total remuneration of the part of the service not completed in time. The client must clarify whether he wishes to withdraw from the contract or not and/or claims damages instead of performance or insists on performance. |
10 |
Secrecy |
| 10.1 | The contracting parties are obliged not to disclose the confidential information to third parties without the prior written consent of the disclosing party and to use it only for the purpose of the agreement. The information will also not be used for own purposes. All necessary precautions are taken to prevent unauthorized persons from accessing this information. |
| 10.2 | Confidential information is information that is expressly designated as such and information that by its nature is considered confidential. |
| 10.3 | Information is not considered confidential if it can be shown to be: |
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| In the event of a breach of the obligations under this Agreement, the breaching Party shall bear the burden of proof for the existence of these facts. | |
| 10.4 | The obligation arising from this provision shall apply to both contracting parties for a further 3 years after termination of the order. |
| 10.5 | The client recognizes the necessity of scientific lectures and publications by GWT or third parties commissioned by GWT and will not unreasonably withhold any necessary consent. |
| 10.6 | Drawings, drafts or other templates provided by GWT or its subcontractors remain the property of GWT, unless otherwise agreed in writing. They may not be used for purposes other than those agreed, reproduced or brought to the attention of third parties and must be returned to GWT immediately after fulfillment of the contract or upon termination of the project or upon request by GWT. |
11 |
Privacy |
| The contracting parties shall process or use personal data of the respective other contracting party only for contractually agreed purposes in compliance with the statutory provisions. |
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12 |
Cancellation |
| 12.1 | Unless otherwise agreed in writing, contracts may be terminated at any time with 30 days' notice to the end of the month. |
| 12.2 | The termination of contracts for good cause remains unaffected. |
| 12.3 | In case of termination GWT will hand over the result achieved until then. The client is obligated to compensate GWT for the services rendered in accordance with the contract up to the time the termination becomes effective. In the case of fixed prices, settlement takes place according to the status of the project in relation to the total work. In addition, GWT is entitled to compensation for GWT's liabilities incurred up to the date of termination. |
| 12.4 | The written form requirement shall apply in each case. |
13 |
Final provisions |
| 13.1 | The transfer of rights and obligations from the contracts by the client to third parties requires the prior written consent of GWT. |
| 13.2 | The invalidity of individual provisions or its components shall not affect the validity of the remaining provisions. |
| 13.3 | The inclusion and interpretation of these General Terms and Conditions as well as the conclusion and interpretation of legal transactions with the contractual partner shall be governed exclusively by the laws of the Federal Republic of Germany with the exception of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG). |
| 13.4 | The place of jurisdiction for all disputes arising from this contract shall be Dresden. |
14 |
Validity |
| 14.1 | These General Terms and Conditions are valid starting from 14.07.2023. |