GENERAL TERMS AND CONDITIONS

General terms and conditions of the company
Technische Dokumentation Löwen

• 1 General – Scope of application
  (1) All services of Technische Dokumentation Löwen (hereinafter referred to as „TDL“) are based on these contractual conditions. Conflicting or deviating conditions of the client are not recognized unless they have been expressly confirmed in writing. The contractual conditions apply both to follow-up orders and to permanent business relations. Consumers within the meaning of the business relationships are natural persons with whom a business relationship is entered into without a commercial or self-employed professional activity being attributable to them (cf. § 13 of the German Civil Code).

Entrepreneurs within the meaning of the contractual terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity (cf. § 14 of the German Civil Code).

Clients within the meaning of the contractual conditions are both consumers and entrepreneurs.

(2) Rights to which TDL is entitled according to the statutory provisions beyond these Terms and Conditions remain unaffected.

• 2 Offers and conclusion of contract
  (1) Offers and service descriptions from the documents belonging to the offer are binding in accordance with paragraph 2. TDL reserves all property rights and copyrights to all tender documents. Such documents must not be made accessible to third parties.
  (2) Orders are only binding for TDL if and to the extent they have been confirmed in writing. Written confirmation is also required for amendments, supplements and oral collateral agreements of any kind.
  This includes in particular information and any promises made by TDL employees or experts engaged by TDL.
  (3) If the client orders the services of TDL by electronic means, TDL will confirm receipt of the order immediately after receipt of the electronic order. The confirmation of receipt does not constitute a binding acceptance of the order. However, the confirmation of receipt may be combined with the declaration of acceptance.
  (4) If the client orders the work by electronic means, the text of the contract will be stored by TDL and sent to the client by email upon request together with these TDL Terms and Conditions.
  
  
• 3 Services provided
  (1) The written order confirmation of TDL is decisive for the scope of services. Changes to the scope of services require the written confirmation of TDL to be effective. TDL reserves the right to make changes to the scope of services, unless the changes are substantial and reasonable for the client.

(2) Partial services are permissible.

• 4 Deadlines and dates
  (1) The agreement of deadlines and dates must be in writing. Deadlines and dates are not binding unless they are expressly designated as binding.

(2) Deadlines begin with the receipt of the order confirmation by TDL, but not before the complete provision of the documents, permits and releases to be procured by the client, the clarification of all technical questions and the receipt of an agreed down payment. The observance of deadlines is subject to the timely and proper fulfilment of the other obligations of the client. The client can only demand the agreement of binding deadlines and dates once the scope of services has been precisely determined.
(3) In the event of delay, the client is entitled to withdraw from the contract after the fruitless expiry of a reasonable period of grace (in principle one month) with the threat of refusal, which the client has set for TDL after the occurrence of the delay.

• 5 Acceptance
  (1) The risk is transferred to the client as soon as the services have been accepted by the client. The client is at liberty to prove that no damage or less damage has occurred. This also applies if partial acceptances are made.

(2) The client is obliged to accept the services in writing as soon as they have been notified of their completion. If acceptance is delayed through no fault of TDL, acceptance shall be deemed to have taken place two weeks after notification of completion of the services. Upon acceptance, the liability of TDL for identifiable defects ceases to apply, unless the client has reserved the right to assert such claims in writing upon acceptance. Insignificant defects do not entitle the client to refuse acceptance. Such defects shall be recorded in the written declaration of acceptance.

(3) If the client is in delay of acceptance or violates other obligations to cooperate, TDL may demand compensation for the damage incurred, including any additional expenses. The risk of accidental loss or accidental deterioration passes to the client at the moment in which they are in delay of acceptance.

• 6 Prices and payment
  (1) Statutory value-added tax is not included in the price and is shown separately in the invoice at the statutory rate applicable on the date of invoicing.

(2) Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices of TDL valid at the time. The entry of the list price valid on the date of the order in an order form or an order confirmation shall not be deemed to be an agreement on a fixed price.

(3) In the absence of any special agreement, the price is payable fourteen days after the date of invoice without any deduction. The deduction of a discount requires a written agreement. The day of payment is the day on which TDL can dispose of the price. In the event of late payment, the client must pay interest on arrears at a rate of 8% above the base rate. The assertion of further damages is not excluded.

(4) Counterclaims of the client only entitle them to offsetting if they have been legally established or are undisputed. The client can only assert a right of retention if their counter claim is based on the same contractual relationship.

• 7 Warranty
  (1) In case of occurrence of defects within the warranty, TDL can first of all make use of the right to supplementary fulfilment. The supplementary fulfilment is carried out at the discretion of TDL either by rectification of the defect (rework) or by replacement (subsequent delivery). If and only when the supplementary fulfilment should fail, the client has the right to demand, at their discretion, a reduction of the remuneration or cancellation of the contract. Further warranty rights are excluded.

(2) In the event of a minor breach of contract, in particular in the case of minor defects, the client shall not, however, be entitled to withdraw from the contract. If TDL is not responsible for the breach of duty resulting from a defect, the client is also not entitled to withdraw from the contract.
(3) Complaints must be reported to TDL in writing by the client immediately after discovery.

(4) A claim for damages in the absence of warranted characteristics remains unaffected.

• 8 Liability
  (1) TDL is only liable for damage – irrespective of the legal grounds – if TDL, their legal representative or their vicarious agent has caused such damage intentionally or by gross negligence or if TDL has negligently breached a material contractual obligation.

(2) In case of gross negligence, the liability of TDL is limited to the foreseeable damage typical for the contract. In the event of liability for negligent breach of cardinal obligations or obligations essential to the contract, the liability per case of damage is limited to the amount of financial loss.

(3) The exclusion or limitation of liability mentioned in clauses 1 and 2 shall not apply to damages to life, body or health.

(4) The client must notify TDL immediately in writing of any damage for which TDL is liable.

(5) Where claims for damages against TDL are excluded, this also applies with regard to the personal liability of TDL employees.

(6) The rights of the client under warranties according to § 9 remain unaffected by § 10.
(7) Claims for damages which are not subject to the short period of limitation according to § 634a BGB are subject to a limitation period of 3 years from receipt of the expert opinion/service by the client.

• 9 Rights to the documentation and reservation of title
  (1) Upon full payment of all claims of TDL against the client arising from the business relationship, the client shall receive an exclusive, transferable, irrevocable, temporally, content wise and geographically unlimited right of use for all types of use for the application on which the order is based. TDL shall not be liable for damages due to changed documentation.
  (2) The physical services remain the property of TDL until full payment of all claims which TDL is entitled to against the client from the business relationship. The client is obliged to treat the goods subject to retention of title with care for the duration of the retention of title. In particular, they are obliged to adequately insure the goods at their own expense against fire, water and theft at replacement value.

(3) The client is only permitted to sell the goods subject to retention of title in the ordinary course of business. The client is not entitled to pledge the goods subject to reservation of title, to transfer them by way of security or to make any other dispositions that endanger the property of TDL. In the event of seizure or other interventions by third parties, the client must notify TDL immediately in writing and provide all necessary information, inform the third party of TDL’s ownership rights and grant and surrender the goods subject to reservation of title to TDL. After due warning in due time, TDL may otherwise use the goods subject to reservation of title to satisfy its due claims against the client.

(4) At the request of the client, TDL is obliged to release the securities to which it is entitled to the extent that the realizable value of the securities, taking into account customary bank valuation discounts, exceeds the claims of TDL arising from the business relationship with the client by more than 20 %. The valuation shall be based on the invoice value of the goods subject to reservation of title and on the nominal value in the case of claims.

• 10 Client obligations
  1. The client must provide all the information and documents necessary for the execution of the order conscientiously, completely, and free of charge and in good time to TDL.

2. The client must, of his own accord, draw attention to all processes and circumstances which could be of significance for the execution of the order.
3. The execution of the contract without fulfilment of the above points 1 and 2 is at the sole risk of the client, unless TDL is at fault.

• 11 Force majeure
  (1) If TDL is prevented from fulfilling their contractual obligations by force majeure, in particular from providing the services, TDL is released from the obligation to fulfil the services for the duration of the obstacle as well as an appropriate start-up period, without being obliged to pay any compensation to the client. The same applies if TDL is prevented from fulfilling their duties by unforeseeable circumstances for which TDL is not responsible, in particular by industrial disputes, official measures, energy shortages, delivery obstacles at a supplier or significant operational disruptions, which unreasonably impede or temporarily prevent TDL from fulfilling their duties.
  (2) TDL is entitled to withdraw from the contract if such an obstacle lasts for more than four months and the fulfilment of the contract is no longer of interest to TDL due to the obstacle. At the request of the principal, TDL will declare after expiry of the period whether they will exercise their right of withdrawal or perform within a reasonable period.

• 12 Confidentiality
  The client is obliged to keep secret for an unlimited period of time all information that becomes accessible to him via TDL, which is designated as confidential or is recognizable as business or trade secrets according to other circumstances, and not to record it, pass it on or use it for any other purpose. The client will ensure by appropriate contractual agreements with the employees and agents working for them, that they also refrain from any own exploitation, disclosure or unauthorized recording of such business and trade secrets for an unlimited period of time

• 13 Final provisions
  (1) The transfer of rights and obligations of the client to third parties is only possible with the written consent of TDL.
  (2) Exclusive place of jurisdiction for all disputes is the registered office of TDL, if the client is a merchant in the sense of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law or if claims are asserted by way of a dunning procedure. The same place of jurisdiction applies if the client has no general place of jurisdiction in Germany, moves their residence or usual place of abode out of Germany after conclusion of the contract or if their residence or usual place of abode is not known at the time of the commencement of action.
  (3) Should a provision of these terms and conditions be or become invalid or should a loophole be found, the validity of the remaining provisions shall not be affected as a result. In this case, the Client and TDL agree to strive for the intended purpose by agreeing on a replacement provision.

Technische Dokumentation Löwen, as of 01/01/2020