Article 1 – Client Responsibility
1.1 The Client shall, at its own expense and risk, provide the Contractor in a timely manner with all documents required for the execution of the Assignment, including drawings and dimensions, control and automation information (including software), and operational data (including product and process data). 1.2 The Client warrants that all information provided to the Contractor is complete, up to date, and accurate. If it appears that the information provided by the Client for the purpose of the Assignment is incomplete, outdated, incorrect, or provided too late, the Client shall reimburse the Contractor for all resulting costs and compensate any damages incurred as a result thereof.
1.3 In the event of loss of time caused by delays resulting from the Client failing to comply, or failing to comply in a timely manner, with one or more of the obligations described in this article, or due to circumstances that are at the Client’s expense and risk pursuant to this article, the delivery period shall be extended by such period as is reasonable under the circumstances, without prejudice to the Contractor’s other rights and claims.
Article 2 – Delivery and Acceptance
2.1 Receipt by the Client of the documents specified in the Assignment shall constitute delivery. 2.2 The Client shall promptly notify the Contractor, but no later than 30 days after delivery, of any defects relating to the delivered documents, failing which the documentation and/or delivered services shall be deemed accepted. 2.3 In the event of non-conformity of the documents, the Contractor shall have the right to carry out corrective work within a reasonable period to be agreed upon between the parties.
Under no circumstances shall the Client be entitled to a price reduction in the event of non-conformity.
2.4 An agreed delivery period shall not be considered a strict deadline unless explicitly agreed otherwise. The Client may not derive any rights from a delay in delivery attributable to the Contractor, provided such delay does not exceed one month.
Article 3 – Warranties 3.1 The Contractor warrants that the Assignment will be performed with the care and skill that may reasonably be expected from a competent and professional contractor at the time of execution of the Assignment.
3.2 The Contractor provides no warranties other than those explicitly included in the Assignment. 3.3 The Contractor provides no warranties with respect to operational matters (personnel), efficiency, performance, operational costs, or the practical implementation, nor any other implied or explicit warranties.
3.4 The Contractor provides no warranties with respect to merchantability and/or fitness for a particular purpose, whether specified or otherwise.
Article 4 – Liability
4.1 The Contractor shall not be liable for errors or inaccuracies in the documents delivered under the Assignment that are attributable to the use of, or reliance on, data, designs, drawings, specifications, reports, or any other information provided by or on behalf of the Client. 4.2 Without prejudice to the provisions of this Article 4, the Contractor’s liability shall in all cases be limited to the amount or amounts paid out under the Contractor’s applicable liability insurance(s) in the relevant case, plus the amount of the deductible borne by the Contractor under the applicable insurance policy conditions.
4.3 The Contractor shall never be liable for the use of reports, statements, or other documents prepared by it by parties other than the Client, nor for their use for any purpose other than that for which they were prepared. The Client shall be obliged to indemnify and hold the Contractor harmless against all third-party claims based on the documents referred to above.
4.4 The limitations and/or exclusions of liability stipulated above for the benefit of the Contractor shall likewise apply to and be stipulated for the benefit of its subordinates, any other parties engaged by the Contractor in connection with the Agreement, as well as any parties from whom the Contractor procures delivered goods and/or components.
4.5 The Client shall be obliged to indemnify the Contractor against all third-party claims for compensation of damage for which the Contractor is not liable under these general terms and conditions or otherwise, and to hold the Contractor harmless from and against all costs or damages arising therefrom.
4.6 The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption or any other form of operational stagnation.
4.7 The Contractor’s maximum liability shall be limited to 5% of the price agreed for the Assignment.
Article 5 – Rights to Documentation and Intellectual Property Rights (IPR) 5.1 The documentation prepared by the Contractor in accordance with the Assignment shall become the property of the Client.
5.2 The Contractor shall remain the rights holder of all industrial and intellectual property rights relating to the documentation and information made available to the Client by the Contractor, including in particular copyright, patent rights, and confidential know-how. (collectively referred to as IPR). The Client shall not make the documentation and information available to third parties without the prior written consent of the Contractor.
5.3 The Contractor grants the Client a non-transferable, non-exclusive license to use the IPR for the purpose for which the Assignment was issued.
Article 6 – Confidentiality
6.1 Both parties shall treat all information and documentation exchanged in connection with the Assignment as confidential, with the exception of the documentation provided by the Contractor in the context of the Assignment, and shall only disclose such information to third parties insofar as necessary for the execution of the Assignment. This obligation shall remain in force for three (3) years after signing of the contract.
Article 7 – Termination
7.1 The Parties shall be entitled to terminate this agreement with immediate effect, without any liability for damages, by means of a written notice if the other Party is declared bankrupt or a bankruptcy petition has been filed, or if (provisional) suspension of payment is granted or applied for in respect of the other Party, or if any attachment is levied on the assets of the other Party and such attachment is not lifted within six (6) weeks from the date of attachment.