VERVE Water Mobility GmbH
Teningen, Germany, Oktober 2019
1. General, scope of the contract and validity
The General Terms and Conditions (GTC) apply to all services and deliveries of all kinds provided by VERVE Water Mobility GmbH as a contractor (“AN”) within the framework of the contractual relationship concluded with the customer (“AG”). These General Terms and Conditions, as amended, also apply to all current and future services and deliveries that the Contractor provides to the Client, even if they are not expressly referred to in individual cases at the time of conclusion of the contract. The General Terms and Conditions of the Ag are excluded for the contractual relationship and the entire business relationship and are not the content of the contract. This also applies if the Address does not respond to a letter from the AG of any kind, which is affiliated to the General Terms and Conditions of the AG.
2. Offer and acceptance
Offers of the AN are in principle subject to change. The AN reserves the right to accept or reject offers from the AG at his choice. The contract is concluded by written acceptance of the order of the client by the Contractor, whereby the Contractor is also entitled to conclude the contract conclusively by including the service or delivery to be provided in accordance with the offer of the Client. Amendments and additions to the order require the written confirmation of the Contractor in order to become the subject of this contractual relationship. In the event of an order change, the delivery/performance period may be adjusted for a reasonable period of time. Materially justified minor changes to the performance of services by the Anton are deemed to have been approved in advance.
3. Performance and delivery, obligation to cooperate of the AG
The CONTRACTOR reserves the right to carry out services and deliveries or parts thereof by third parties commissioned by him in germany and within and outside Europe and/or to have them delivered directly to the client. The basis for the provision of services and deliveries is the written service description. Unless otherwise agreed, the performance or delivery defined in the service description shall take place at the place of performance, within normal working hours, Monday to Friday from 9:00 to 17:00. If services and deliveries are provided outside normal working hours at the request of the customer, the additional costs will be invoiced separately. The Contractor is entitled to partial deliveries or advance deliveries as well as services. The AG undertakes to provide all information, documents and aids necessary for the services and supplies to be provided in good time and to support all measures necessary for the provision of the service and delivery by the Contractor (see also point 5). Unless otherwise agreed, the delivery of goods shall be deemed ex-INW in accordance with INCOTERMS® sold in 2010.
4. Acceptance, Transfer of Risk
The acceptance of the service or delivery is confirmed by the customer on the release protocol (acceptance confirmation) drawn up by the Contractor. Defects must be noted by the agprous in writing or reported immediately in writing (see also point 10), if the service or delivery is deemed to have been taken over without defects. In the case of deliveries of all kinds, the client is obliged to inspect the delivered products as soon as possible and any defects must be announced in writing and in detail no later than 4 weeks after receipt of the goods. The existence of minor defects does not entitle the AG to refuse acceptance. If the functionality of the service or delivery provided is largely given or is used by the client, the service or delivery shall be deemed to have been accepted. With the acceptance of the service or delivery or the delivery for the dispatch of these to a third party, the risk passes to the customer. If the service owed is made available to the AG by electronic data transmission, the service shall be deemed to have been provided at the time of the demonstrable transfer of the data. The timing of the data transfer is crucial.
5. Fulfillment date
Compliance with the fulfillment date is only possible with the fulfilment of the required obligation of cooperation of the client. Delays caused by the conduct of the Client are not the ones responsible for the Client. Any additional costs are to be borne by the AG. However, the AG is not entitled to withdrawal or compensation for exceeding the promised dates. In the case of long-term contracts and/or recurring services, the AG is obliged to provide a forecast in good time.
All prices according to the service description are in euros in the absence of any other agreement from the place of performance and are net in case of doubt. The costs for travel and travel times for the persons carrying out the order or third parties shall be borne separately by the AG. For services provided outside the place of performance at the request of the client, the client shall bear the additional costs of the stay of the persons entrusted with the performance of the service. The prices apply to the present contractual relationship and , unless otherwise agreed – also to other services and supplies provided or to be performed in the context of the business relationship. The costs for approvals and licensing will be invoiced separately. Costs for intellectual property rights (insbly according to the Patent law, Certificate of safety law, Utility Model law, Semiconductor Safety law, Copyright law), which are required for the service or delivery to be provided by the Contractor, are invoiced separately and are never included in the agreed fee in case of doubt. The Contractor is entitled to increase the amounts listed in the service description accordingly in the event of increases in wage and material costs or other costs and levies occurring after the conclusion of the contract and to charge the CLIENT from the beginning of the month following the increase.
7. Terms of payment
Unless otherwise agreed, all deliveries and services of the Contractor must be paid in advance. The invoices provided by the Address shall be paid within 14 days without deduction and free of charge to the account listed in the invoice. The set-off against claims of the AN for whatever reason is excluded. Claims of any kind asserted by the AG (in particular due to delay or warranty) do not release from the obligation to pay. The AG is not entitled to a right of retention of the remuneration due due due to the defective provision of services. Default interest in the event of late payment is 9% pa.
8. Retention of title
If a payment term is granted, delivered products and services remain the property of the AN until full payment of the purchase price or work wages including any interest on late payment and recovery costs.
9. Copyright and use
All intellectual property rights in services and/or supplies are the property of the Contractor or its licensors. The client only has the right to use the services or deliveries in accordance with the contract after full payment. The AG only acquires a usage permit. If protected software or intellectual property rights are passed on to the Client in any form, the AG is responsible for ensuring a use corresponding to the transferred use permit and to hold the AN harmless for all claims for compensation of third parties. Patents invented by the Anton in the course of or on the occasion of the provision of services are the sole beneficiary of the An. The AN is not commissioned to invent. The AG may not pass on source codes without consent.
10. Compensation and warranty
The AN is only liable for damages in the event of gross negligence. Compensation for consequential damages, standstill costs, mere financial losses, lost profits, unearned savings, loss of interest and damages arising from claims of third parties against the AN is excluded in any case, to the extent permitted by law. In the event of data loss, the Client shall only be liable if the Client has regularly demonstrably secured the data assets at least once a day. Otherwise, with the exception of intent, liability is excluded. Claims for damages must be asserted within a period of 3 months from knowledge of damage and damage in the event of any other loss. In any case, claims for damages are (absolutely) time-barred 2 (two) years after the provision of the service.
Warranty is excluded with the exception of the defects mentioned in the release protocol (confirmation of acceptance) in point 4. The following applies to the defects mentioned in the release protocol: The warranty period is 3 months from acceptance. In the case of warranty, the AG only has the right to improve. The right to conversion and price reduction is excluded. The Contractor is free to exchange defective services or deliveries for defect-free ones. The defect is rectified at the place of performance. The Client assumes no liability for errors, malfunctions or damages due to improper operation by the Client, for errors made by the Client to the service provided, unsuitable means of organisation and data carriers as well as for errors caused by transport damage.
The AN is obliged to keep all information provided by the Client confidential. The AN is also obliged to keep his activity confidential if and as long as the Client has a legitimate interest in this confidentiality. After the execution of the order, the Contractor is entitled to publish the work in the contract in whole or in part for advertising purposes, unless otherwise agreed by contract.
12. Prohibition of assignment
The AG is not entitled to assign claims against the AN.
13. Place of performance
The place of performance is in the absence of any other agreement at the place of business of the AN.
14. Data Protection
The Client undertakes to apply the software manufactured by the Client only in accordance with the data protection regulations applicable to the client. The Client holds the Address in this respect in respect of claims of third parties without any damages.
15. German version
The German version of these GTC proceeds to any further versions.
16. Reservation clause
The performance of the contract on the part of the Contractor is subject to the proviso that there are no obstacles to the fulfilment due to national or international (re)export regulations, in particular no embargoes and/or other sanctions.
17. Applicable law and place of jurisdiction
In the event of any disputes arising out of or in connection with this contractual relationship, the jurisdiction of the court exercising the commercial jurisdiction in Freiburg/Breisgau shall be agreed. German law shall apply, with the exception of its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.