General Terms and Conditions

These General Terms and Conditions are applicable for all contracts concluded by iNTENDO - Engineering Services and its clients
In the following iNTENDO - Engineering Services will be refered to as contractor while any customer will be refered to as client.

The contractor shall not recognize any deviating or contrary terms and conditions of the client unless explicitly agreed in written form.

These General Terms and Conditions will also apply for all future business dealings with the client.

Any modifications or subsidiary agreements to these General Terms and Conditions need to be confirmed in written form by the contractor to become operative.

§ 1 Scope of services of the contractor

(a)
The scope of services to be performed by the contractor is determined by the contract solely.
Documents and information obtained by the contractor itself or provided to the contractor by third party will be examined by the contractor regarding completeness and corecctness only if the contractor is assigned to do so by the client.
Only if assigned within the contract a writtend report or an expert statement by the contractor will be prepared. If such a documenation has to be produced only the final written presentation shall be authorative.

(b)
The services to be perfomed by the contractor are in causal relationship with the purpose determined by the contract solely. For any application other than determined in the contract the contractor shall not be held liable in any case.

(c)
The contractor owes the performance of the services determined within the contract, not a certain economic success. Insofar, as not agreed in writing, any statements regarding time requirements or expenditures for the provision of the services will be estimates without legal binding. Statements relating to the services to be performed will not constitute any form of guarantee for the quality thereof nor an agreement with regard to quality. If not stated otherwise, such statements represent merely non-binding descriptions of the services.

(d)
Should the prerequisites underlying the conclusions and recommendations of the contractor change after the completion of the contract, the contractor shall not be obligated to indicate these changes and the resultant consequential effects to the client.

(e)
If, determined in the contract, during contract closure a presentation of the work product is agreed, and the contractor is not able to comply within a time period of four weeks due to circumstances outside his responsibilities, the contract shall terminate with expiration of said time period. If, determined by the contract, the production of a closing report according to §1-(a) is agreed, the four week period begins with delivery of the report to the client.

(f)
All services and documentation thereof provided by the contractor may be used by the client for internal business purposes only. Any disclosure of information in relation to third parties require the written approval by the contractor beforehand. In any case, the client will transfere the obligation to confidential treatment onto the recipient.
In case of information transfer to third party the contractor will not assume any liability. The obligation to inform about this fact lies with the client.
In case of unauthorized transfer of information by the client to third parties, the client will exempt the contractor from any and all liability of any kind.

§ 2 General Contractual Obligations of the Client

(a)
The client will perform all obligations as determined in the contract. Furthermore, the client will support the contractor to the best of his ability and refrains from any action which would obstruct the orderly performance of the contractors services. Therefor the client is obliged to provide all necessary ressources, information and documents. If necessary this includes personnel of the clients own and access to the clients business premises. Needed decisions shall be made without undue delay by the client and if necessary the aproval of the company management will be obtained.

(b)
Tha contractor will not assume any liability for any risks originating out of fault or incomplete information of the client. The client will be solely responsible for any commercial or business decisions. The contractor can rely on all dicisions and approvals made by the client prior or independent of the actual contract. If not explicitly agreed by the contractor, the contractor will no be responsible to evaluate, modify, confirm or refuse any of said decisions or approvals.

§ 3 Payment Terms

(a)
The contract between the client and the contractor ist authoritative for the payment owed by the client. All fees, charges or expenses are exclusive VAT.

(b)
The client is obligated to full payment within fourteen days following the receipt of the invoice of the contractor. The client will be in default of its payment obligation if it does not perform the payment without deduction within fourteen days after the receipt of an invoice. Several clients shall be liable as joint and several debtors.

(c)
Irrespective of additional rights, the contractor can suspend further perfomance of the services owed if the client is in default of payment and, in spite of warning notice, fails to meet its payment obligations without undue delay after receipt of the warning notice.

§ 4 Warranty Claims

(a)
The perfomance of the contractor will be of the typical care to be expectetd of an engineer.
The contractor will not be liable in any form for the products or services of third parties, even if they are acting as subcontractors assigned by the contractor. All claims or appeals of the client regarding products or services of third parties exist solely against these third parties.

(b)
It is the obligation of the client to regulary examine the services of the contractor in a reasonable scope in order to verify the proper perfomance of the services. Any deficiency of the services detected shall be reported to the contractor by the client without undue delay. The client has to bear all additional charges and accounts for all delay in time generated due to lagged notice of defects by the client.

(c)
Insofar as defects are not intentionally caused or maliciously concealed by the contractor or any of its agents, the client shall be entitled to warranty claims only if it has properly met its obligations following §4-(b). The client shall then have a claim to remedy of any defects provided the removal of the defects is possible with adequate expenditure and the contractor is granted sufficient time for rectification by the client.
The amount of time to be granted shall be allocated by the type and complexity of the defect on the one side and the legitimate interest of the client in swift rectification on the other side. If the defect can not be rectified within a reasonable amount of time or if subsequent rectification fails twice, the client shall be reserved the right to withdraw from the contract or to demand a reasonable reduction of the performance fee.
Any form of damage claims of the client exist exclusively corresponding to §5 of these General Terms and Conditions.

(d)
All claims following §4-(c) which are not based on intentional or grossly negligent actions shall be time-barred after expiration of one year from the commencement of the statute of limitations. Otherwise, the statute of limitations shall apply.

§ 5 Liability

(a)
Except for guarantee explicitly agreed by the contractor, the contractor shall be liable for damages only according to the following policies:

1. the contractor shall be liable following the statutory provisions for damages caused by malicious conduct, wrongful intend or gross negligence. This shall apply also for damages of body and health.
2. for damages caused by breach of material contractual obligations the following two mutual excluding liabilities may hold:
   1. The contractor shall be liable for damages, limited to the amount forseeable by the contract, which are caused by ordniary negligent breach of material contractual obligations.
   2. The contractor shall be liable for damages, limited to the amount forseeable by the contract, which are caused by gross negligence of the contractors vicarious agents without breach of material contractual obligations.

   [For the scope of these General Terms an Conditions are those obligations which are constitute for the proper performance of the contract and on which the Contract Party regulary may rely.]

   If the client is able to demand damages according to §5-(a)-ii, no claim shall exist for reimbursement of indirect damages, consequential damages of the defect or lost profits.

(b)
If the conractor is liable following the statutory provisions of §5-(a)-i or due to the assumption of a guarantee, the valid statute of limitations shall apply. Otherwise (§5-(a)-ii) all claims for damages shall be time-barred after one year from the commencement of the statute of limitations.

§ 6 Termination

(a)
With observance of a notice period each contract party can terminate the contract by written notification to the other party at any time. The notice period has to be at least the amount of time which the contractor needs to conclude the current work stage but must not exceed 30 days. The right of each contract party to extraordinary termination of the contract remains unaffected.

(b)
The client shall pay the contractor for all performed services or incurred expenditures up to the date of the legal validity of the termination. This includes expenditures for all documentation prepared by the contractor. If the termination of the contract was carried out by the client, the client will shall be obligated to reimburse to the contractor all costs which justifiably accrue in connection with the termination.

(c)
In case of a justified extraordinary termination of the contract, caused by conduct in contrary to contract, the contractor shall have a claim for payment to the extend as the already performed services can, from an objective point of view, be used meaningfully by the client.

§ 7 Confidentiality; Return of Documents

(a)
The contractor maintains absolute confidentiality vis-á-vis third parties with regard to all information recieved from the client within the framework of the comissioned project. This obligation shall continue after project closing for an unlimited term.

(b)
The contractor and the client shall maintain strict silence regarding all information and documentation which they gain knowledge of or to which they gain access to within the framework or in connection with the performance of the contract and are classified confidential for an unlimited period. Both contract parties will not make any material accessible to third party without the explicit agreement of the other party beforehand. Beside information and documents clearly discernible not to be intended for third party, all information and documents classified as secret or confidential shall be labeled accordingly.

This obligation of confidentiality shall not apply for information which,

• the other contract party obtained or obtains from a third party without violating a confidentiality obligation or
• was already generally known at the date of the conclusion of the contract or thereafter becomes known without a breach of the confidentiality obligation or
• is to be disclosed as a result of orders by statute, a public authority or a court.

At the latest upon the coming into force of a contract, the parties shall obligate their employees and vicarious agents according to this provision, insofar as such contractual obligations do not already exist.

(c)
During contract closure the contractor, upon written demand of the client, shall be obliged to return or to destroy all documents received from the client, depending on the choice of the client. Excluded are documents which are needed by the contractor for internal business purposes. The regulations of confidentiality shall continue to apply to these documents.

§ 8 Industrial Property Rights / Know-how

(a)
The contractor can use the name of the client and a general project characterization as a reference in presentations (on- and offline) and brochures.

(b)
All patents, copyrights, trademarks and other industrial property rights connected therewith which are registered by iNTENDO - Ingenieurbüro or Dr. Martin Weisgerber as well as all methods, procedures, ideas, concepts, trade secrets and know-how developed by iNTENDO - Ingenieurbüro or Dr. Martin Weisgerber which are contained in the services to be performed or which would be used for their performance constitue the "know-how" of the contractor of which the contractor is the solely owner. The client shall be entitled to rights of use for the realization of the contract purpose according to §1-(e) hereof with observance of §7 of these General Terms and Conditions. Subject to the regulation in §7 hereof, the contractor shall have the right to use the services to be performed and his know-how without restriction according to his free discretion.

§ 9 General Provisions

(a)
The Parties shall not be liable for delays or non-performance as a consequence of circumstances which are outside their control ("force majeure").

(b)
Rights from the contract with the contractor may be assigned or otherwise transferred only after the prior approval of the contractor. A right of set-off shall be entitled to the parties only insofar as the respective counterclaim is undisputed, recognized by the opposing side or determined with final, res judicata effect. The contractor shall be entitled to transfer rights and obligations from this contract to its subcontractors for the performance of the services. Payment claims against the client can be assigned by the contractor at all times also to third parties.

(c)
The client confirms and recognizes:

• that contractor and client can correspond over the Internet via e-mail and can send information without encryption insofar as the client has not expressly refused such in writing or demands an encryption procedure;
• that no party has influence over the efficiency, reliability, availability or security of electronic mail via Internet and
• that the contractor shall be liable only for such losses, damages, expenditures, disadvantages or disruptions which result from the loss, delay, interception, destruction or change also of encrypted mail for reasons which are created by the contractor or its vicarious agents intentionally or with gross negligence.

(d)
Insofar as regulations of these General Terms and Conditions contradict the provisions in the individual contract, the provisions of the individual contract shall have priority.

(e)
Should individual or several provisions of these General Terms and Conditions be or become invalid, such shall not affect the validity of the remaining provisions. The parties agree to come to another agreed replacement of the invalid provision which comes as close as possible to the economic purpose of the invalid provision. This shall apply accordingly to fill in any regulation gaps in these General Terms and Conditions and the contract.

(f)
§§ 6 (b) & (c), 7, 8 and 9 of these General Terms and Conditions shall also remain in effect after expiration or termination of a contract.

(g)
For contracts awarded to iNTENDO - Ingenieurbüro, the law of the Federal Republic of Germany shall apply.

(h)
Place of performance and jurisdiction for all performances from legal relationships is Bonn. The contractor can initiate legal measures against the client also at the court having general jurisdiction over the client.