Terms (AGB)

VERVE Water Mobility GmbH
Teningen, Germany

1. General, scope of contract and validity

These General Terms and Conditions (GTC) apply to all services and deliveries of any kind that VERVE Water Mobility GmbH provides as the contractor ("AN") within the framework of the contractual relationship concluded with the client ("AG"). These GTC apply in their respectively valid version to all present and future services and deliveries provided by the AN to the AG, even if no explicit reference is made to them at the time of contract conclusion. The GTC of the AG are excluded from the contractual relationship and the entire business relationship and do not form part of the contract. This also applies if the AN does not respond to a letter from the AG, of whatever kind, to which the GTC of the AG are attached.

2. Offer and acceptance

Offers made by the AN are generally non-binding. The AN reserves the right to accept or reject offers from the AG at its own discretion. The contract is concluded by written acceptance of the AG's order by the AN, whereby the AN is also entitled to conclude the contract implicitly by commencing the service or delivery to be provided in accordance with the AG's offer. Changes and additions to the order require the written confirmation of the AN in order to become the subject of the present contractual relationship. In the event of a change to the order, the delivery/service period may be adjusted by a reasonable period. Minor changes to the performance of the service by the AN that are reasonable and objectively justified are deemed to be approved in advance.

3. Services and delivery, cooperation duties of the AG

The AN reserves the right to have services and deliveries, or parts thereof, performed by third parties commissioned by it in Germany and abroad, both within and outside Europe, and/or to have them delivered directly to the AG by such third parties. The written service description forms the basis for the provision of services and deliveries. Unless otherwise agreed, the service or delivery defined in the service description is carried out at the place of fulfilment during normal working hours, Monday to Friday from 9:00 a.m. to 5:00 p.m. If services and deliveries are provided outside normal working hours at the request of the AG, the additional costs will be invoiced separately. The AN is entitled to make partial deliveries or advance deliveries and services. The AG undertakes to provide all information, documents and resources necessary for the services and deliveries to be provided in good time and to support all measures necessary for the provision of the service and delivery by the AN (cf. also Point 5). Unless otherwise agreed, the delivery of goods shall be deemed to be sold EXW in accordance with INCOTERMS® 2010.

4. Acceptance, transfer of risk

Acceptance of the service or delivery is confirmed by the AG on the release protocol (acceptance confirmation) prepared by the AN. Defects must be noted in writing by the AG or reported in writing without delay (cf. also Point 10); otherwise the service or delivery shall be deemed to have been accepted as free of defects. For deliveries of any kind, the AG is obliged to inspect the delivered products as soon as possible and to notify any defects 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 the AG uses it, the service or delivery shall be deemed accepted. Upon acceptance of the service or delivery, or upon handover for dispatch to a third party, the risk passes to the AG. If the owed service is made available to the AG by electronic data transmission, the service shall be deemed rendered at the time of verifiable data transmission. The time of data transmission is decisive.

5. Fulfilment date

Compliance with the fulfilment date is only possible if the AG fulfils the required cooperation obligations. Delays caused by the conduct of the AG are not attributable to the AN. Any additional costs are to be borne by the AG. However, the AG is not entitled to withdraw or claim damages due to exceeding the dates indicated. In the case of long-term contracts and/or recurring services, the AG is obliged to provide a forecast in good time.

6. Prices

Unless otherwise agreed, all prices in accordance with the service description are quoted ex place of fulfilment in Euro and are net in case of doubt. The costs of travel and travel time for the persons or third parties carrying out the order are borne separately by the AG. For services provided at the request of the AG outside the place of fulfilment, the AG bears the additional costs of accommodation of the persons of the AN commissioned to perform the service. The prices apply to the present contractual relationship and – unless otherwise agreed – also to other services and deliveries of the AN provided or to be provided within the scope of the business relationship. The costs of approvals and licensing are invoiced separately. Costs for intellectual property rights (in particular under the Patent Act, Supplementary Protection Certificate Act, Utility Model Act, Semiconductor Protection Act, Copyright Act etc.) required for the service or delivery to be provided by the AN are invoiced separately and are in case of doubt never included in the agreed remuneration. The AN is entitled to increase the amounts specified in the service description accordingly in the event of increases in wage and material costs or other costs and charges occurring after the contract is concluded, and to charge these to the AG from the beginning of the month following the increase.

7. Payment terms

Unless otherwise agreed, all deliveries and services of the AN are to be paid in advance. Invoices issued by the AN are payable within 14 days without deduction and free of charges to the account stated on the invoice. Set-off against claims of the AN for whatever reason is excluded. Claims of any kind asserted by the AG (in particular for delay or warranty) do not release the AG from the obligation to pay. The AG has no right of retention of the owed remuneration due to defective performance. Default interest in the event of late payment amounts to 9% p.a.

8. Retention of title

If a payment term is granted, delivered products and services provided shall remain the property of the AN until full payment of the purchase price or remuneration including any default interest and collection costs.

9. Copyright and use

All intellectual property rights in the services or deliveries provided belong to the AN or its licensors. The AG receives exclusively the right, after full payment, to use the services or deliveries in accordance with the contract. The AG only acquires a licence to use. If protected software or intellectual property rights are passed on to the AG in any form, the AG is responsible for ensuring use corresponding to the transferred licence and to hold the AN harmless and indemnify it against all claims of third parties. Patents invented by the AN in the course of or in connection with the provision of services belong exclusively to the AN. The AN is not commissioned to invent. The AG may not pass on source codes without consent.

10. Damages and warranty

The AN is only liable for damages in the event of gross negligence. Compensation for consequential damages, downtime costs, pure financial loss, lost profits, unachieved savings, interest losses and damages from claims of third parties against the AN is in any case excluded, insofar as legally permissible. In the event of data loss, the AN is only liable if the AG has demonstrably backed up its data regularly 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 the damage and the injuring party, failing which they are forfeited. Claims for damages expire in any case (absolutely) 2 (two) years after the provision of services.

Warranty is excluded with the exception of the defects listed in the release protocol (acceptance confirmation) pursuant to Point 4. For the defects listed in the release protocol, the following applies: The duration of the warranty is 3 months from acceptance. In the case of warranty, the AG only has the right to improvement. The right to withdrawal and price reduction is excluded. The AN is free to replace defective services or deliveries with defect-free ones. Defect rectification takes place at the place of fulfilment. The AN assumes no warranty for errors, malfunctions or damage caused by improper operation by the AG, errors occurring due to changes made by the AG to the service provided, unsuitable organisational means and data carriers, as well as errors caused by transport damage.

11. Confidentiality

The AN is obliged to keep confidential all information provided by the AG. The AN is also obliged to keep its activities confidential if and as long as the AG has a legitimate interest in this confidentiality. After completion of the order, the AN is entitled to publish the work that is the subject of the contract, in whole or in part, for advertising purposes, unless contractually agreed otherwise.

12. Prohibition of assignment

The AG is not entitled to assign claims against the AN.

13. Place of fulfilment

Unless otherwise agreed, the place of fulfilment is the registered office of the AN.

14. Data protection

The AG undertakes to use the software produced by the AN only in accordance with the data protection provisions applicable to the AG in each case. The AG holds the AN harmless and indemnifies it with regard to claims of third parties in this respect.

15. German version

The German version of these GTC takes precedence over any other versions.

16. Reservation clause

The fulfilment of the contract by the AN is subject to the reservation that fulfilment is not prevented by obstacles arising from national or international (re-)export regulations, in particular no embargoes and/or other sanctions.

17. Applicable law and jurisdiction

In the event of any legal disputes arising from or in connection with this contractual relationship, the jurisdiction of the court exercising commercial jurisdiction in Freiburg/Breisgau is agreed. German law applies with the exception of its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.