General Terms and Conditions
- Scope
- Offers and Contract Formation
- Scope of Services and Changes
- Customer Cooperation
- Prices and Payment
- Schedules and Force Majeure
- Acceptance
- Rights in Work Products
- Confidentiality
- Defect Claims
- Liability
- Retention of Title
- Subcontractors
- Export Controls
- Governing Law and Venue
1. Scope
These General Terms and Conditions apply exclusively to businesses as defined by Section 14 of the German Civil Code, legal entities under public law and special funds under public law. They apply to all offers, deliveries and services of Ingenieurbüro Drei Gleichen Engineering. Conflicting or different customer terms apply only if we expressly accept them in text form.
2. Offers and Contract Formation
Our offers are non-binding unless expressly identified as binding. A contract is formed by our order confirmation in text form, by signature of a contract document or by our beginning performance at the customer's request. The order confirmation and the documents identified in it define the agreement.
3. Scope of Services and Changes
The applicable offer, specification and other expressly incorporated documents define the services. Changes or additions require coordination in text form. We may assess their effects on compensation, schedules, risks and technical properties and submit a change proposal. Until agreement is reached, we will continue the previously agreed work to the extent technically and commercially reasonable.
4. Customer Cooperation
The customer will provide all information, data, decisions, access, test articles and contacts required for performance in a timely manner and review interim results within a reasonable period. Missing, late or incorrect cooperation may result in reasonable schedule adjustments and additional charges.
5. Prices and Payment
Prices exclude statutory VAT and, unless otherwise agreed, necessary travel, shipping, materials and third-party costs. Invoices are due without deduction within 14 calendar days of receipt unless the offer or invoice specifies a different period. Setoff and retention are permitted only for claims that are undisputed, finally adjudicated or arise from the same contractual relationship.
6. Schedules and Force Majeure
Dates are binding only if expressly agreed as binding. Performance periods begin after all technical and commercial prerequisites have been clarified and agreed customer cooperation has been provided. Force majeure and other unforeseeable events outside our control extend deadlines reasonably. If the impediment continues for more than three months, either party may terminate the unperformed part of the contract for cause.
7. Acceptance
Where the agreement concerns work subject to acceptance, the customer will accept conforming work within a reasonable period after delivery. Acceptance may not be refused because of immaterial defects. If the customer neither accepts nor identifies at least one defect within a reasonable period set by us, the work will be deemed accepted in accordance with Section 640(2) of the German Civil Code.
8. Rights in Work Products
Subject to full payment, the customer receives the rights expressly specified in the contract. If the contract is silent, the customer receives a non-exclusive, perpetual and worldwide right to use the agreed work products for the intended contractual purpose. Pre-existing methods, models, calculation routines, software, libraries, templates, general know-how and non-customer-specific solution elements remain ours. Editable source data and native CAD or simulation files are deliverables only if expressly agreed.
9. Confidentiality
Each party will keep the other party's non-public technical, commercial and organizational information confidential and use it only for the contractual purpose. Statutory confidentiality obligations remain unaffected. The obligation does not apply to information shown to have been previously known, publicly available, lawfully obtained from a third party or independently developed.
10. Defect Claims
We first have the right to cure a defect, at our option, by correction or replacement. If cure fails or is unreasonable, the customer may reduce the compensation or withdraw from the contract subject to statutory requirements. The limitation period for defect claims is twelve months from delivery or acceptance, except in cases of fraud or where mandatory law requires a longer period.
11. Liability
We are liable without limitation for intent and gross negligence; injury to life, body or health; liability under the German Product Liability Act; and the scope of any guarantee given. For ordinary negligence that breaches a material contractual duty, liability is limited to the foreseeable loss typical for the contract at the time of formation. Liability for other ordinary negligence is excluded. These limitations also apply to our legal representatives and agents.
12. Retention of Title
Tangible goods remain our property until all claims arising from the business relationship have been paid in full. The customer may use and resell retained goods in the ordinary course of business and hereby assigns the resulting receivables to us as security.
13. Subcontractors
We may use suitable subcontractors and independent specialists. Our responsibility for contractual performance remains unaffected. Where required, these parties will be appropriately bound to confidentiality and data protection obligations.
14. Export Controls
The parties will comply with applicable export control, sanctions and foreign trade laws. The customer will provide information required to review end use, end user and destination. We are not required to perform where performance would violate such laws.
15. Governing Law and Venue
The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods. If the customer is a merchant, legal entity under public law or special fund under public law, Erfurt, Germany, is the exclusive venue. We may also bring proceedings at the customer's general venue.