AGB

1. scope

(1) These General Terms and Conditions shall apply to all contracts between the Contractor and its clients (Client) for services, unless otherwise expressly agreed in writing.

(2) These General Terms and Conditions shall only apply to entrepreneurs (§ 14 BGB) as well as to legal entities under public law and special funds under public law within the meaning of § 310 para. 1 sentence 1 BGB.

(3) The General Terms and Conditions of the Contractor shall apply exclusively. Any conflicting or deviating terms and conditions of the Client shall only be binding if and to the extent that the Contractor expressly agrees to their validity in writing. The Contractor's General Terms and Conditions shall also apply if the Contractor executes the order without reservation in the knowledge of conflicting or deviating terms and conditions of the Client. Deviating agreements shall apply in each case only to a specific contract and not to future contracts, unless otherwise expressly agreed in writing.

(4) The General Terms and Conditions shall also apply to all future contracts between the Contractor and its Customer for services.

2. scope of orders

(1) The Contractor's services shall be rendered as services and/or work performances in accordance with the applicable statutory provisions to the extent determined in each case by an offer subject to confirmation until the conclusion of the contract, unless otherwise stipulated in these General Terms and Conditions. The Contractor shall provide services on its own responsibility. The Client shall remain responsible for the results desired and achieved by him. In the case of work performances, the Contractor shall be responsible for the results achieved as well as for the management, control and monitoring of the performance of the services.

(2) The Contractor and the Client shall each be entitled to request changes to the agreed scope of services in writing. The Contractor or the Client, as the case may be, shall review the feasibility of such change upon receipt of a request for change. The result of this review shall be communicated to the other contracting party in writing without delay. The Contractor shall be entitled to invoice the Client for the expenses it incurs if the Client's change request requires an extensive and time-consuming review. The contractual adjustments required for such a review or for a change in the agreed scope of services shall be specified in an additional agreement.

3. execution of orders

(1) Orders shall be executed in compliance with the current state of science and technology.

(2) The Contractor alone shall be authorized to issue instructions to its employees.

(3) The Contractor shall be entitled to use the services of third parties for the execution of orders. However, the Contractor shall always remain directly obligated to the Client.

(4) In the case of work and services, delivery periods shall commence on the date of the order confirmation by the Contractor, but not before complete clarification of all details of the order; the same shall apply accordingly to delivery dates. All delivery periods and dates shall be subject to the Contractor's ability to deliver and timely delivery to the Contractor.

(5) The time of provision of the work performance at the Contractor's registered office shall be decisive for compliance with the delivery periods and dates, unless otherwise agreed.

(6) In cases of force majeure, the contractual obligations of both contracting parties shall be suspended and the dates and deadlines for the fulfillment of contractual obligations shall be postponed accordingly; cases of force majeure shall also include labor disputes in our own and other companies, transport delays, machinery breakdown, sovereign measures and other circumstances for which neither of the contracting parties is responsible. The event of force majeure shall be notified to the other contracting party without delay. At the earliest three months after receipt of this notification, both contracting parties shall be entitled to withdraw from the contract.

(7) In the event of non-compliance with the delivery periods and dates for work performances, the Client shall only be entitled to claim damages instead of performance due to non-performance or performance not as owed (§ 281 BGB) and the defense of non-performance of the contract (§ 323 BGB) if it has set the Contractor a reasonable deadline for delivery which - in this respect in deviation from §§ 281, 323 BGB - is combined with the declaration that it will refuse acceptance of the performance after the deadline has expired; after unsuccessful expiry of the deadline, the claim for performance shall be excluded.

4. cooperation obligations of the client

(1) The Customer shall provide the Contractor in good time prior to the execution of the order and free of charge with all information, materials, equipment, documents, processes, etc. necessary for the execution of the order and, if necessary, shall provide these to the Contractor at its expense.

(2) Insofar as the Contractor is active at the Client's premises, the Client shall provide the Contractor's employees or third parties commissioned by the Contractor with access, also free of charge, to all premises, installations (hardware, software, networks, etc.) and other work equipment required for the proper performance of the services by the Contractor within the scope of the usual operating hours and within the operational access regulations. If required, the Client shall also ensure that functional workstations are provided free of charge for the Contractor's employees or for third parties commissioned by the Contractor.

(3) The Customer shall otherwise cooperate in the execution of the order in the required manner.

(4) If the Client does not fulfill the obligations incumbent upon it pursuant to Paragraphs 1 - 3 or does not do so in a timely manner and if this results in delays and/or additional expenses, the agreed time frame shall be extended or the agreed remuneration shall be increased accordingly.

5. remuneration and terms of payment

(1) The services and work performances shall be invoiced at the fixed price stated in the offer or on the basis of the agreed time and material basis after completion of the service or acceptance of the work performance, unless a different invoicing and payment method is agreed in the offer. In the case of services and work performed on a time and material basis, the working hours and travel times incurred shall be invoiced at the hourly rates applicable at the time and the materials used shall be invoiced at the prices applicable at the time of performance. Other expenses, in particular travel, accommodation and lodging costs, will be charged additionally. Estimated prices stated in the offer for services and work performances on a time and material basis are non-binding.

(2) Sales tax shall be shown separately on the invoice at the applicable sales tax rate.

(3) Invoices shall be payable upon receipt without deduction. The Customer shall be in default with this obligation to pay invoices - unless otherwise agreed - no later than 14 days after the invoice is issued.

(4) Interest on arrears shall be charged at nine percentage points above the prime rate p.a.. The assertion of further damages is not excluded.

(5) Several AG shall be jointly and severally liable.

(6) The Customer may only offset if its counterclaims have been legally established, are undisputed or have been recognized by the Contractor.

6. decrease

(1) Work performances shall be accepted by the Principal as soon as the Contractor has demonstrated conformity with the agreed performance specification. Insignificant deviations shall not entitle the Principal to refuse acceptance. The obligation to remedy defects within the scope of liability for defects of title and quality shall remain unaffected.

(2) At the time of acceptance, a protocol to be signed by both contracting parties shall be prepared confirming the conformity with the agreed specification of services.

(3) The commissioning or productive use of the Work or parts thereof shall be deemed to be acceptance.

7. material defects and defects of title in work performance

(1) The Contractor shall provide the Client with the Work free of material defects and defects of title. In particular, the work performance shall comply with the agreed performance description and the agreed scope of performance.

(2) If the Work is defective, the Contractor shall be liable as follows:

a) At the Contractor's option, the defect shall be remedied or a new work shall be produced.

b) If the supplementary performance fails within a reasonable period of time, the OP may, at his discretion, reduce the remuneration or, if the value or the suitability of the work is not insignificantly reduced, withdraw from the contract, without prejudice to any claims for damages and reimbursement of expenses.

c) The Customer shall immediately notify the Contractor in writing of any material defects and defects of title.

(3) Claims for material defects and defects of title shall become statute-barred 12 months after the provision of the respective service or acceptance of the work. This shall not apply insofar as longer periods are prescribed by law in accordance with § 438 Para. 1 No. 2, § 479 Para. 1 or § 634 a Para. 1 No. 2 BGB.

(4) Information in documentation, brochures, project descriptions, etc. shall not be deemed a warranty promise. Warranty promises shall in any case require the express written confirmation of the Contractor.

(5) Obvious inaccuracies, such as typing errors, calculation errors, formal defects, etc., contained in a report, expert opinion or other professional statement by employees of the Contractor may be corrected by the Contractor at any time.

8. liability

(1) Claims for damages and reimbursement of expenses of the Client of any kind, including indirect damages, such as loss of profit and other financial losses (hereinafter: claims for damages), shall be excluded. This shall apply in particular due to breach of duties arising from the contractual obligation and from tort.

(2) Notwithstanding Clause 8, Paragraph 1, the Contractor shall be liable, irrespective of the legal grounds, if:

a) the Contractor is guilty of gross negligence or intent,

b) the Contractor fraudulently conceals a defect or has assumed a guarantee for the quality of the object of performance,

c) the Contractor has culpably caused damage to life, health or body,

d) the Contractor has violated essential contractual obligations. Material contractual obligations are obligations the fulfillment of which by the Contractor is a prerequisite for the proper performance of this contract and on the compliance with which the Client regularly relies and may rely.

(3) In the event of a breach of material contractual obligations pursuant to Clause 8, Paragraph 2 d), the liability of the Contractor shall, however, in the event of only slight negligence, be limited to the amount of compensation for the foreseeable, typically occurring damage. This claim for damages shall become statute-barred upon expiry of the limitation period applicable to material defects and defects of title pursuant to Clause 7, Paragraph 3, Sentence 1.

(4) The exclusion of liability shall not apply with regard to claims under the Product Liability Act.

(5) A change in the burden of proof to the disadvantage of the Customer is not associated with the above provisions.

(6) If the Contractor is in delay with work performances, the Client may - provided it can prove damage - demand compensation in the amount of 0.5 per cent for each full week of delay, but in total not more than 5 per cent of the total remuneration for the part of the performance not completed on time. The provision of Paragraph 2 of this Section 8 shall remain unaffected. At the request of the Contractor, the Client shall be obliged to declare within a reasonable period of time whether it will withdraw from the contract due to the delay in the performance of the work and/or demand damages in lieu of performance or insist on performance; after unsuccessful expiry of the deadline, the claim for performance shall be excluded.

(7) Insofar as the liability of the Contractor is limited, this shall also apply to the employees of the Contractor and to third parties commissioned by the Contractor.

(8) The Customer shall be obliged to immediately notify the Contractor in writing of any damage for which the Contractor is liable and to give the Contractor the opportunity to investigate the damage and its causes.

9. secrecy

(1) The contracting parties shall be obliged not to exploit, use or make available to third parties any economic, technical and other information and knowledge made available by the respective other contracting party during the preparation and execution of orders or otherwise made known during the term of the order without the prior written consent of the respective other contracting party beyond the purpose of the order.

(2) The obligation under subsection (1) shall not apply to information and knowledge that are

- were already known to the recipient before the order was placed,

- the recipient lawfully receives from third parties,

- were generally known when the order was placed,

- subsequently become generally known without breach of the obligation under paragraph 1.

(3) The obligation pursuant to Paragraph 1 shall apply to both contracting parties for a further two years after termination of the contract.

(4) The Client acknowledges the necessity of scientific lectures and publications by the Contractor and shall not unreasonably refuse any consent required for this purpose pursuant to Paragraph 1.

10. data protection

The contractual partners shall process or use personal data of the respective other contractual partner only for contractually agreed purposes in compliance with the statutory provisions.

11. inventions

(1) Inventions made jointly by employees of the Contractor and the Client during the performance of an order, as well as any industrial property rights granted for such inventions, shall be jointly owned by both contracting parties.

(2) Inventions made by employees of the Contractor during the execution of an order, as well as industrial property rights granted for this purpose, shall belong to the Contractor. Inventions made by employees of the Client during the execution of an order, as well as industrial property rights granted for this purpose, shall belong to the Client.

(3) The granting of licenses to inventions within the meaning of paras. 1 and 2 and to industrial property rights granted therefor shall require a special written agreement.

12. work results

(1) The transfer of ownership and rights of use to the work results of any kind (such as documentation, reports, planning documents, evaluations, drawings, program material, etc.) created within the scope of the execution of the contract and the scope of services agreed therein and disclosed to the Client by the Contractor shall require a special written agreement. However, the Contractor shall in any case retain a free and non-exclusive right of use to these work results for research and teaching purposes.

(2) The Contractor shall not be responsible for whether technical documents delivered to it by or on behalf of the Client infringe existing copyrights, industrial property rights or other rights of third parties. The Client shall be solely liable if the rights of third parties are infringed by the execution of its order. The Principal shall indemnify the Contractor against all claims of third parties on account of such an infringement of rights upon first request. Clause 8 shall remain unaffected.

13. termination

(1) Contracts may be terminated at any time with 30 days' notice to the end of the month. The Contractor shall not be entitled to the aforementioned right of termination insofar as it provides work and services.

(2) Contracts may be terminated for cause at any time.

(3) In the event of termination in accordance with Paras. 1 and 2, the Client shall pay the agreed remuneration less the pro rata remuneration for the agreed scope of services saved as a result of the termination. In addition, the Contractor shall be entitled to remuneration for the services and expenses incurred in connection with the termination - also in the Contractor's relationship with third parties.

(4) If the termination is due to reasons for which the Contractor is responsible, the Contractor shall only be entitled to remuneration for the services rendered up to that point insofar as these are usable for the Client.

(5) Notice of termination must always be given in writing.

14. surrender of documents and objects, right of retention

(1) Upon termination of an order, the Client may demand that the Contractor surrender the documents and items provided to it. The Contractor may refuse to surrender the documents and items until it has satisfied its claims under the contract, unless the withholding of individual documents and items would be contrary to good faith under the circumstances, in particular due to the relative insignificance of the amounts owed.

(2) The Contractor may make and keep copies of documents which it returns to the Client.

15. general provisions

(1) Contracts shall be concluded in writing. Subsidiary agreements shall only be effective if they are confirmed in writing by the Contractor.

(2) The transfer of rights and obligations under the contracts by the Client to third parties shall require the prior written consent of the Contractor.

(3) The place of jurisdiction shall be the registered office of the Contractor. However, the Contractor shall also be entitled to sue the Client at any other statutory place of jurisdiction.

(4) Only the law of the Federal Republic of Germany shall apply to all contractual relationships.