General Terms and Conditions
GWT-TUD GmbH, Freiberger Str. 33, 01067 Dresden, Germany
General Terms and Conditions for Services and Work Performed by the Contractor GWT-TUD GmbH
1. Scope
1.1 The following terms and conditions apply to all deliveries and services, unless otherwise agreed in writing. 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 a commercial enterprise, as well as to legal entities under public law and special funds under public law in accordance with Section 310 I Sentence 1 BGB (German Civil Code).
1.3 The present General Terms and Conditions of GWT-TUD GmbH (hereinafter referred to as GWT) apply exclusively. The contractual partner's terms and conditions do not apply, even if GWT does not expressly object to them. The same applies if GWT performs the service owed in the knowledge of conflicting general terms and conditions of the contractual partner.
2. Offers, conclusion of contract and scope of services
2.1 The services and/or work shall be provided in accordance with the applicable statutory provisions, unless otherwise specified in these General Terms and Conditions.
2.2 GWT is entitled to use the services of third parties to execute orders, whereby GWT shall always remain directly obligated to the client.
2.3 Changes to the agreed scope of services must be specified in writing.
2.4 GWT is entitled to make partial deliveries and provide partial services at any time, provided this is reasonable for the contractual partner.
2.5 Dates, deadlines, dimensions, weights, simulation results, drawings, etc. are non-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 claims for performance, warranty, or damages against GWT.
2.7 Assurances and guarantees regarding the quality of deliveries and services are only granted if expressly agreed in writing.
3. Obligations of the contractual partner to cooperate
3.1 The contractual partner shall ensure that GWT is provided with all necessary documents and data in good time and free of charge, that it is informed of all relevant information and that it is notified of all processes and circumstances relating to the project. This also applies to documents, processes and circumstances that only become known during the course of GWT's activities.
3.2 The contractual partner must also ensure that the appropriate infrastructure, which is essential for the execution of the projects, is provided. This includes free access to all premises and 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 work performed 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 performed on a time and material basis stated in the offer are non-binding. Travel, subsistence, and accommodation costs shall be invoiced additionally.
4.2 The respective prices are quoted in EURO and do not include sales tax and exclude packaging, insurance, freight, assembly, and other shipping and transport costs.
4.3 The applicable statutory value-added tax at the time of service provision shall be added to the agreed prices and shall be shown separately on the invoice.
4.4 Payments shall be made to the GWT account specified in the invoice, quoting the invoice number and the purpose of payment, within 14 days of receipt of the invoice without deduction.
4.5 If the buyer's requests for changes are taken into account, the additional costs incurred as a result shall be charged to the buyer.
4.6 If the contractual partner is in default of payment, GWT shall be entitled to charge default interest at a rate of 8% above the respective base rate of the European Central Bank. The contracting parties reserve the right to prove that the interest damage was lower or higher.
5. Offsetting and retention
5.1 The contractual partner shall only be entitled to offset claims if the claim to be offset 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 performed shall be accepted by the client. The handover of the service and its conformity with the agreed service description shall be recorded by the contracting party without delay. Any other proof of handover shall be the responsibility of the contracting parties. Insignificant deviations shall not entitle the client to refuse acceptance.
6.2 The commissioning or use of the work or parts of the work shall also be deemed acceptance.
6.3 The service shall also be deemed accepted if the contractual partner does not declare acceptance within two weeks of handover and the contractual partner is also obliged to accept the service in accordance with § 640 I BGB (German Civil Code).
7. Claims for defects
7.1 The work performance must comply with the agreed service description and the agreed scope of services and must be provided to the client free of material defects and defects of title.
7.2 GWT assumes no liability with regard to the actual feasibility of the project or its economic viability, provided that the service provided corresponds to that 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 is found, notify GWT immediately in writing. If the contractual partner fails to do so, the goods shall be deemed to have been approved, unless the defect was not apparent 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, at its discretion, either repair the goods or deliver new goods (subsequent performance). In the event that a new delivery is to be made, GWT shall be granted a reasonable period of time for the new delivery. If the subsequent performance fails, the contractual partner shall be entitled, at its discretion, to demand a reduction in payment or rescission of the contract.
7.5 GWT may refuse subsequent performance if this requires an effort that is grossly disproportionate to the contractual partner's interest in performance. In this case, the contractual partner may demand a reduction in remuneration or withdraw from the contract.
7. 6 Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or special external influences that are not provided for in the contract.
7.7 If changes or repair work are carried out by the contractual partner or third parties, there shall also be no claims for defects.
7.8 Claims for material defects and defects of title shall become time-barred after 12 months, unless longer periods are prescribed by law (e.g. Sections 438, 479 I, 634a I BGB).
8. Work results
8.1 GWT remains the owner of existing copyrights, inventions, and other intellectual property rights (existing rights).
8.2 Inventions made during the execution of an order by employees of GWT and third parties commissioned by them belong to GWT, unless otherwise agreed in writing. Furthermore, GWT shall only grant rights of use with regard to new work results arising within projects by means of 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 any property rights granted for this purpose, shall be jointly owned by both contracting parties.
8.4 No liability shall be assumed for the infringement of third-party rights in the use of GWT's documents or services by the client, unless GWT was aware of this at the time of delivery of the services and failed to inform the client of this through gross negligence or intent.
8.5 Markings may not be removed, destroyed, rendered unrecognizable, altered, or used in any other way.
9. Liability
9.1 GWT's liability extends to the application of scientific diligence and compliance with recognized rules of technology.
9.2 GWT shall be liable to the contractual partner in accordance with the Product Liability Act for injury to life, limb, or health, in other cases of intent, gross negligence, or warranty assumptions. Liability shall also apply in cases of simple negligence if obligations essential to the transaction are breached. Obligations essential to the transaction are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. Claims for damages for the breach of essential contractual obligations shall be limited to the foreseeable damage typical for this type of contract.
9.3 Otherwise and beyond that, GWT assumes no liability whatsoever unless this is mandatory by law. Liability for consequential damages is expressly excluded.
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 that are relevant to the risk of damage, both in terms of the reason and the amount.
9.6 In the case of work performance, GWT shall be liable for the client's damage caused by delay if a deadline firmly agreed in the offer is exceeded exclusively for reasons attributable to GWT. Damage caused by delay shall be limited to the proven damage incurred by the client and shall be capped at 0.5% for each full week of delay, but shall not exceed a total of 5% of the total remuneration for the part of the service not completed on time. The client must declare whether it wishes to withdraw from the contract and/or claim damages in lieu of performance or insist on performance.
10. Confidentiality
10.1 The contracting parties are obliged not to disclose 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 shall also not be used for their own purposes.
All necessary precautions shall be taken to ensure that unauthorized persons cannot access this information.
10.2 Confidential information shall be deemed to be information that is expressly designated as such and information that is confidential by its nature.
10.3 Information shall not be classified as confidential if it can be proven that:
- it was known to the contractual partner prior to receipt,
- it is generally known to the public,
- it was made available to the public after receipt without the contractual partner being responsible for this, or
- it was lawfully made available to the contractual partner by a third party.
In the event of a breach of the obligations under this contract, the breaching party shall bear the burden of proof for the existence of these circumstances.
10.4 The obligation under this provision shall apply to both contracting parties for a further 3 years after completion of the order.
10.5 The client recognizes the necessity of scientific lectures and publications by GWT or third parties commissioned by it 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 disclosed to third parties and must be returned to GWT immediately after fulfillment of the contract or upon termination of the project or at the request of GWT.
11. Data protection
The contracting parties shall process or use the personal data of the other contracting party only for contractually agreed purposes in compliance with the statutory provisions.
12. Termination
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 the event of termination, GWT shall hand over the results achieved up to that point. The client is obliged to remunerate GWT for the services rendered in accordance with the contract up to the time the termination takes effect. In the case of fixed prices, billing shall be based on the status of the project in relation to the total work. In addition, GWT shall be entitled to remuneration for the liabilities incurred by GWT up to the time 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 parts thereof 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, are subject exclusively to the laws of the Federal Republic of Germany, with the exception of conflict of laws provisions 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 is Dresden.