Conditions
The General Terms and Conditions
Green Energy Consulting
for R&D development services
As of 01/01/2023
1. General
1.1. For the relationship between the client (hereinafter referred to as "AG") and KLILUX _cc781905-94c-bbde-3b -136bad5cf58d_ GmbH (hereinafter referred to as “contractor”), the following general terms apply, provided that there are no deviating terms and conditions in the respective individual business order written agreements are made.
1.2. With the acceptance of the AN’s offer by the AG, the AG recognizes these conditions at. Deviating conditions, in particular General Terms and Conditions of the AG, only apply if they are expressly recognized in writing by the AN. This also applies if the customer refers to his general terms and conditions in the request for quotation or in the order.
1.3. Wenn eine oder mehrere Bestimmungen dieser Allgemeinen Verkaufsbedingungen rechtsunwirksam sein sollten, wird dadurch die The effectiveness of the remaining provisions is not affected. In this case, the legally ineffective provision should be replaced by the corresponding statutory provision.
2 Subject of the order, prices, method of payment
2.1. The subject of the order is specified in the respective individual order.
2.2. The documents belonging to an offer such as illustrations, drawings, weight and dimensions, performance and other property descriptions as well as other information about contractual products and services are only binding if this has been expressly agreed in writing. A reference to standards or agreed specifications alone only includes a more detailed description of the goods or Service designation and no acceptance of special guarantees.
2.3. All prices are subject to the applicable statutory VAT.
2.4. The agreed fee covers all costs to be borne by the client from the order. The regulation according to No. 2.6 remains unaffected by this.
2.5. Unless otherwise agreed, payment by the customer is net after the service has been rendered and invoiced.
2.6. If the contractor recognizes that the order cannot be carried out in the agreed time and/or for the agreed fee, the contractual partners shall agree on the continuation of the work and the Bearing of costs an additional regulation.
3 Execution of the order
3.1. The contractor carries out the order carefully and appropriately according to the state of the art.
4 Performance Dates, Delay, Withdrawal
4.1.Specified performance dates are non-binding and only binding if this is expressly agreed in writing.
4.2.The performance period begins when the contractor sends the order confirmation, but not before the samples, documents, evidence, permits and other formalities to be provided by the client have been provided.
4.3. In the event of a delay in performance for which the Contractor is responsible, the Client may - provided that he can prove that he has suffered damage as a result - after 3 weeks have elapsed for each additional completed week of delay, excluding further claims arising from delay, a lump-sum compensation for delay of 0.5% - but no more than 3% - of the value of that part of the service owed that cannot be used as intended as a result of the delay. The regulations in No. 8 remain unaffected.
4.4. If the maximum amount of damages according to No. 4.3 has been reached, the AG may - taking into account the statutory exceptions and within the framework of the statutory provisions - after setting a reasonable deadline for performance, declare withdrawal from the contract with regard to the delayed part if the AN does not previously fulfilled.
5 Default of acceptance by the AG
5.1. The client bears the costs incurred as a result of delayed acceptance. Without special proof, he has to pay 0.3% of the order value per week of delay, but no more than 3%.
5.2. The AN may set a reasonable deadline for acceptance in writing for the AG if the AG does not accept the service at the time of performance.
The Contractor's right to demand the contractually agreed remuneration remains unaffected. After the deadline has expired, the Contractor can withdraw from the contract in whole or in part by means of a written declaration and demand compensation.
6 Retention of Title
6.1. The contractor retains ownership of all delivered items until the agreed fee has been paid in full.
6.2. In the event of the resale of delivered items or their processing or installation in a property, the AG hereby assigns the legal connection with the resale, processing or installation entitled counterclaim up to the amount of the immovable portion of the contractor's due payment to secure the contractor's claim for payment from this contractual relationship. Payments that are not forwarded to the Contractor are offset against the part of the claims not assigned to the Contractor, unless the payer expressly stipulates otherwise.
6.3. Insofar as claims have been assigned to the contractor, the client is obliged to provide information and to hand over documents to the contractor. The AG is authorized to collect the claim for the AN until revoked at any time; the Contractor's right to collect remains unaffected.
7. Claims for defects (material and legal defects)
7.1. (Obligation to examine and give notice of defects) The rights of the AG in the event of a non-contractual delivery/service require that the latter duly fulfill his duties to examine and give notice of defects (§ 377 HGB). has complied.
7.2. (acceptance obligation of the AG) The delivery/service, even if it has minor, insignificant defects, is from the AG
without prejudice to the rights set out in the following paragraphs.
7.3. (subsequent performance, replacement delivery/service, withdrawal, damages)
7.3.1. In the event of a defect, the Contractor is entitled to choose between subsequent performance by remedying the defect or by providing a replacement delivery/service.
7.3.2. If the supplementary performance is unreasonable for the contractor or if the contractor refuses it, the supplementary performance will be delayed by a
a reasonable period of grace or if it fails, the customer is entitled to choose to withdraw from the contract or to reduce the remuneration. Claims for damages due to defects are excluded. The regulations in No. 8 remain unaffected by this .
7.3.3. We are liable for replacement deliveries/services and repairs to the same extent as for the original delivery/service item, but limited in time to the end of the limitation periods due to defects in the original item of delivery/service. The period for liability for defects in the delivery/service item is extended by the time required by the Contractor for checking and remedying defects_cc781905-5cde-3194-bb3b-136bad5cf58d .
7.4. (reduction) If there is only an insignificant defect, the AG only has the right to reduce the remuneration.
8. Claims for damages
8.1. The Contractor shall be liable - for whatever legal reason - only in the event of intent and gross negligence for damage that did not occur on the delivery/service item itself;
- in the event of culpable injury to life, body and health;
- in the case of fraudulently concealed defects;
-when issuing a guarantee of quality or durability, however, liability is limited to the immediate scope of the guarantee;
- in the event of defects in the delivery/service item, insofar as there is liability for personal injury or property damage under the Product Liability Act;
- in the event of culpable violation of essential contractual obligations, even in the case of simple negligence, up to a maximum of 10% of the order value, but limited to the damage that is typical for the contract and reasonably foreseeable at the time the contract was concluded.
8.2. Any further claims are excluded.
8.3. Insofar as the contractor's liability is excluded or limited, this also applies to the personal liability of the contractor's representatives and employees.
9. Statute of limitations
9.1. The limitation period for claims due to defects in the subject matter of the contract is, subject to the provision in No. 9.2, one year from the start of the statutory limitation period. This also applies to consequential damages.
9.2. As far as claims for damages from tort, under the Product Liability Act or from others
bases for claims due to injury to life, limb and health are asserted, the statutory limitation periods apply.
9.3. The statute of limitations for other claims due to the violation of non-defect-related protection obligations is two years from the start of the statutory statute of limitations.
9.4. A suspension of the statute of limitations due to ongoing negotiations according to § 203 sentence 1 BGB requires that the AG asserts the claims it asserts in writing.
10. Confidentiality/Disclosure
10.1. All documents and information that the contractual partners receive during the execution of the order must be treated confidentially.
10.3. Die Vertragspartner sind verpflichtet, die ihnen im Zusammenhang mit dem Vertrag übermittelten Betriebsgeheimnisse zu and only communicate them to third parties to the extent necessary to fulfill the contract.
10.4. The contracting parties are obliged to keep secret all economic and technical details of their mutual business relationship as long as these are not obvious. 5cde-3194-bb3b-136bad5cf58d_.
10.5. Die Vertragsparteien werden ihren Unterlieferanten dieselben Vertraulichkeitsverpflichtungen wie in Nr. 10.1, 10.3. and no. 10.4.
11. Inventions/property rights/rights of use
11.1. The work results from the order are available to the AG with the exception of the protectable work results.
11.2. At the request of the client, the contractor is ready within a period of 6 months after registering for the property right in accordance with the more detailed agreement, the client _cc781905-5cde-3194-bb3b -136bad5cf58d_ to grant rights of use to the protectable work results _ _cc781905-5cde-3194-bb3b-136bad5cf.58d_
11.3. All rights to drawings, drafts and plans made by the contractor, in particular patent, copyright and invention rights, are exclusively his.
11.4. All property rights and copyrights to information originating from the AG - including in electronic form - remain with him.
12. non-performance, impossibility, inability
12.1. In the event of the general impossibility of providing the service and the inability of the contractor, the statutory provisions (in particular Sections 275, 323, 326 BGB). No. 8 and No. 13 apply accordingly.
13. Force Majeure
13.1. Each party shall not be responsible for the failure to perform any of its obligations if the failure is due to an impediment beyond its control or in particular to one of the following reasons: fire, Natural disasters, war, confiscation or other official measures, general shortage of raw materials, limitation of energy consumption, labor disputes or if non-conformities of suppliers are based on one of these reasons.
13.2. Either party may terminate the contract by written notice if its implementation is prevented for more than 6 months in accordance with No. 13.1.
14. Other responsibilities of the contractor
14.1. Unless expressly stated in these terms and conditions, all other contractual or legal claims against the contractor, in particular for withdrawal, reduction or compensation for damages of any kind, namely also excluded from such damage that did not occur on the delivery/service item itself.
15. Other
15.1. Changes, additions and other ancillary agreements to these GTC or to concluded contracts must be in writing.
15.2. The client only has the right to set off or withhold payment with regard to undisputed or legally established claims.
The customer is only entitled to rights of retention if they are based on the same legal relationship.
16. Place of performance, place of jurisdiction, applicable law
16.1. Place of performance for Green Energy Consulting is Dossenheim in Germany.
16.2. The place of jurisdiction for all disputes arising in connection with contracts based on these General Terms and Conditions is Heidelberg.
German law applies, but not the UN Sales Convention.
17. data processing
17.1. The Contractor and its affiliated companies are entitled to store and process data relating to business transactions in accordance with German statutory provisions.
Status 01.01.2023