Tel.: +49 531 245405 0
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As of October 2009
These General Terms of Business apply to contracts between Leichtwerk AG (the Contractor) and its Clients, insofar as no other arrangements have been agreed and/or no mandatory regulations require otherwise.
1.1 Subject of performance
The Contractor will perform planning, documentation, development and design tasks for the Client. The subject, scope and time of performance shall be agreed in writing between the Contractor and the Client prior to the commencement of the assignment.
1.2 Place of performance
The assignment will be performed at the technical offices of the Contractor. Performance on the premises of the Client may be agreed in whole or in part if working documents cannot be released and / or continuous technical consultation or coordination is required.
1.3 Performance of the assignment
The delivery period specified by us shall commence only after all technical matters have been clarified and all obligations on the part of the Client have been duly and properly fulfilled. Should the Client negligently fail to comply with its duties to cooperate, we shall be entitled to demand compensation for loss or damage incurred by us including additional expenses if applicable. The right is reserved to assert more extensive claims. Insofar as the aforementioned circumstances may apply, the risk of accidental loss or impairment of the subject of performance will transfer to the Client at the point in time at which the latter becomes in default. The Contractor shall be under no obligation to investigate the extent to which application of the works performed may infringe the rights of third parties.
1.4 Right to issue instructions
Even if the assignment is conducted on the premises of the Client, it remains the exclusive prerogative of the Contractor to instruct, direct and supervise the vicarious agents of the Contractor. This does not affect the right of the Client to issue assignment-specific instructions regarding measures or implementations that will affect the outcome of the assignment result.
1.5 Progress and acceptance
The Client may at any time during the performance of the assignment request a meeting for a discussion regarding the progress of the agreed works. Acceptance of the assignment in the form of a declaration by the Client confirming that the assignment is completed shall take place following handover of a full report by the Contractor. Should no such declaration be made within one calendar month, the assignment shall be deemed to have been accepted.
Prices may be agreed as a binding fixed price, a guide price or at an hourly rate on the basis of time incurred. As a matter of principle prices are plus value added tax at the statutory rate. Assignments will be billed dependent on progress in installments which must be separately agreed. Assignments will be billed in three thirds, one third following confirmation of order, one third upon completion of the relevant section of the work and one third following acceptance.
1.7 Interruption/abandonment of the assignment
In the event that the assignment is interrupted or abandoned, an invoice will be issued for the extent of the works thus far performed. This will not affect the assertion of more extensive claims.
1.8 Liability for defects
Should the performance by the Contractor be defective, liability claims on the part of the Client shall be dependent on the provisions of the law. Defect claims will expire by limitation in time in 12 months after acceptance by the Client. Claims for compensation – irrespective of the respective legal grounds – shall be excluded unless the loss is attributable to a willful or grossly negligent breach of contract by the Contractor or a vicarious agent of the Contractor. The Client undertakes to arrange product liability insurance with worldwide cover for those of its products that are incorporated into the performances by the Contractor. The Client further undertakes to indemnify the Contractor against any product liability for these products and the resulting compensation. Insofar as claims are made against the Contractor by third parties on grounds of joint and several product liability, the Client must reimburse the Contractor upon first written demand for any compensation paid. This clause shall not be applicable to cases of product liability occasioned by negligence on the part of the Contractor.
1.9 Suggested improvements, inventions
In the event of any employee inventions or suggestions for improvement made by employees of the Contractor in implementing individual assignments, the Contractor shall be obliged at the request of the Client to claim the invention with or without restriction and to transfer the resulting rights to the Client in return for indemnification against any financial obligation incurred by the Contractor towards its employees as a result of the employee invention. The German Employee Inventions Act (German 'Arbeitnehmererfindungsgesetz') shall apply accordingly.
2. The following other terms shall additionally apply to contracts for works and the temporary transfer of employees:
Alterations shall be valid only if agreed in writing. The above and following conditions shall apply to the exclusion of the Client’s terms of business and purchasing conditions. These shall not apply even if the Client makes reference to its terms in the course of correspondence that is either necessitated by this contract or has already taken place. Provided no other period of validity is agreed, our offers shall be valid for three months. The prices quoted and all agreements including collateral agreements shall become binding only upon written confirmation of the order by the Contractor. This shall apply also and above all to any subsequent amendments to the order.
2.2 Documents made available
We reserve the right of ownership and copyright to all documents made available to the Client in association with the placement of orders including for example estimates, calculations, drawings, etc.. These documents must not be made available or accessible to third parties other than in cases in which express written consent is granted by us to the Client.
The Contractor shall be entitled - where necessary - to employ subcontractors to process and execute assignments.
2.3 Terms of payment
All payments must be made plus statutory turnover tax within 30 days of invoicing by the Contractor; payments are due net cash without deduction. In case of default, interest will be charged as provided for by law at 8% above base rate pursuant to the German Discount Rate Transition Act (German 'Diskontüberleitungsgesetz').
2.4 Place of fulfillment, jurisdiction
The place of fulfillment and jurisdiction is Braunschweig.
2.5 Severability clause
Should any provision contained in contracts entered into on the basis of these General Terms of Business be or become invalid or impracticable, this shall not otherwise affect the validity of these Terms. Contractor and Client undertake in such event to replace the invalid or impracticable provision with a valid or practicable provision which corresponds as far as possible with the originally intended spirit and purpose of the provision to be replaced.
Should a contractual arrangement already have been concluded between the parties at an earlier point in time, the content of which deviates from this version of the Terms, these Terms shall supersede any prior agreement.