GTC

1. Validity

1.1 The General Terms and Conditions (GTC) of tech-solute GmbH (hereinafter referred to as “tech-solute”) shall apply to all offers, orders, deliveries and services relating to the development, construction and delivery of machines or other technical equipment (hereinafter referred to as “services”) which we render to our customers.

1.2 These GTC apply exclusively to companies (§ 14 BGB), legal entities under public law and special funds under public law

1.3 Terms and Conditions of our customers which conflict with or deviate from tech-solute’s General Terms and Conditions do not apply, even if we do not lodge an objection to them. The unconditional acceptance or execution of an order does not make them part of the contract.

1.4 Individual written agreements made in individual cases between the client and tech-solute or written agreements made in accordance with the order confirmation take precedence over the following General Terms and Conditions.

2. Conclusion of the agreement

2.1 2.1 We provide the customer with an individual, non-binding cost estimate, which we send to the customer in written form. The customer may place an order with us by returning the signed cost estimate or by sending his order by post, fax or e-mail. The binding period of the offer is stated in the cost estimate. By placing an order, the customer makes a binding declaration of his offer of contract, which we can accept within 10 working days. The contract is concluded upon receipt of our order confirmation by the customer. The order confirmation can be sent by post, fax or e-mail.

2.2 Subject and extent of our services shall be determined exclusively by the order confirmation. Partial services are possible.

2.3 Modifications of the order require a written agreement or a written confirmation by tech-solute.

3. Subject of our services; performance period; services of third parties

3.1 The subject of our services is the performance of research and development studies, the provision of technical consulting services for companies in the mechanical and plant engineering sector, in particular by developing innovative product ideas and their constructive implementation right up to the product prototype (hereinafter referred to as “development order”).

3.2If the subject of the order is the design and production of objects or products, only prototypes without suitability for series production are owed as development results. The further development of the product to market/series readiness is not the subject of this order, unless otherwise agreed in individual cases.

3.3 Insofar as the design and production of a series product is agreed in individual cases, the requirements for series readiness are determined by the specification sheet and the order confirmation. Unless otherwise agreed in an individual case, the subject of our order is merely the constructive development of the series product. The registration and implementation of CE marking, TÜV/UL certification or of certifications prescribed by product safety law (such as EMC conformity, etc.) is the responsibility of the customer.

3.4 Insofar as the design and production of a special machine is agreed in individual cases, the requirements for commissioning shall be determined by the specification sheet and the order confirmation. Unless otherwise agreed in the individual case, the subject of our order is merely the design of the special machine. The registration and implementation of CE marking, TÜV/UL certification or of certifications prescribed by product safety law (such as EMC conformity, etc.) is the responsibility of the customer.

3.7 Delivery and performance dates stated in our cost estimates and order confirmations are non-binding, unless expressly agreed otherwise in individual cases in written form.

3.8 If a binding delivery or service date is agreed on in an individual case, the timely performance of the service shall be subject to the customer fulfilling their obligations to cooperate in accordance with Clause 5 in good time.

3.9 3.9 If we are temporarily prevented by circumstances for which we are not responsible from rendering the service owed by us in a timely manner – on an agreed delivery date or within an agreed delivery period – in particular due to operational disruptions, strikes, lockouts, official decrees and cases of force majeure for which we are not responsible, we shall be released from our obligation to render the service for the duration of the disruption and to the extent of its effects. The agreed performance period shall be extended by the duration of the impediment to performance. If the provision of services is delayed by more than one month, both we and the customer shall be entitled to withdraw from the contract with regard to the service concerned.

3.10 If the customer is in default of acceptance, we shall be entitled to have the resulting damage, including any additional expenses, reimbursed.

3.11If the customer instructs us to agree on the provision of services with third parties in his name or in our own name at the expense of the customer, we shall only act as intermediary for the customer and coordinate the provision of services by the third party with our services. The provision of services by the third party is not part of our services.

4. Subject of the development order; development results; milestones; change request

4.1 The subject matter of the development order shall be the technical development and constructive implementation of a product idea up to a product prototype for the customer as contract development by tech-solute, unless otherwise agreed in individual cases.

4.2 The details of the research services to be provided by us or the development results to be achieved are elaborated together with the client and recorded by us in a requirement specification on the basis of the specifications sheet to be submitted by the customer.

4.3 The subject and scope of the development order shall be determined exclusively in accordance with the order confirmation and the requirements specification.

4.4 The timetable for the execution of the development order is non-binding, unless otherwise agreed in the individual case.

4.5 In milestone meetings, we determine the further steps of the development contract in close coordination with the customer.

4.6 At the respective milestone meetings, we present the development results and the underlying technical data to the customer in the form of presentations and hand them over to the customer. After completion of the development order, all (interim) results of the individual work packages are recorded in an overall project documentation. Results rejected in agreement with the customer are documented including a justification.

4.7 Models and prototypes created for the purpose of validation are handed over to the customer after completion of the development order.

4.8 If the customer requests changes or extensions to the order after conclusion of the contract (change request), the additional costs incurred for this are to be remunerated separately. In this case, after approval by the customer, we shall carry out a scope analysis to determine the effects of the change request (in particular extended project duration and additional costs).

4.10On the basia of the scope analysis we will create a an supplimentary non-binding cost estimate for the change request which we will send the customer in written form. The customer may place his order with us on the basis of this supplementary cost estimate by signing and returning it by post, fax or e-mail within 14 days. By placing the order, the customer bindingly declares his supplementary contractual offer, which we can accept within 10 working days. The contract for the supplementary services requested by the customer shall be concluded upon receipt of our order confirmation by the customer. The order confirmation can be sent by post, fax or e-mail.

5. Duties of customer to cooperate

5.1 The customer must support tech-solute’s services at all times by active cooperation.

5.2 The customer shall provide us on request with the information required for the performance of our services, in particular project-relevant information on the state of the art, technical drawings, documents and data as well as models and prototypes. Insofar as this is necessary for the performance of our services, the customer shall grant us access to his business premises during business hours by prior agreement.

5.3 Unless otherwise agreed, the customer is obliged to specify the requirements for the product to be developed by us in a specification sheet. Based on this specification sheet we (tech-solute and the customer) determine the details of the research services to be provided by us or the development results to be achieved. We record these in a requirements specification.

5.4 The development of a product idea up to a prototype or series product must follow the development steps specified in the order confirmation.

5.5 Written consent from tech-solute is required prior to the customer starting series production of a product developed by tech-solute for a pre-series, pilot series or series production for placing the product on the market.

5.6 The customer shall name at least one contact person for the duration of the project who will be available to answer questions during the duration of the project. This contact person possesses company- and technology-specific knowledge.

5.7 The customer is obligated to participate in project meetings and workshops by sending persons who have professional and strategic decision-making authority.

5.8 We determine a suitable project manager at tech-solute for the customer’s project, who is the main contact person for the customer. who is the main contact person for the customer. Depending on the tasks to be completed at various times during the duration of the project, the project manager can be supported by additional experts from the tech-solute expert team for defined periods of time

5.9 The project manager regularly contacts the customer to inform them of the current development status. Regular coordination between the project manager and the customer takes place by telephone or via web conferences. More intensive coordination and milestone meetings take place after prior coordination on site with the client or at tech-solute.

5.10 The Ordering Party shall be obliged to place products developed by tech-solute on the market only after they have been released by tech-solute and the certifications and markings required under product safety law (e.g. CE marking, EMC conformity, etc.) have been issued.

5.11 If the customer does not comply or does not fully comply with the aforementioned obligations to cooperate, we shall be released from our obligation to perform services. This also applies in particular if the information provided by the customer is incorrect or incomplete.

6. Prices; Payment; Price adjustment

6.1 Prices are net prices plus the statutory value added tax.

6.2 The prices stated in the order confirmation shall apply. Unless lump-sum prices have been agreed, services are charged according to time spent. The hourly and daily rates shall be based on the rates of tech-solute stated in the order confirmation.

6.4 The customer carries the costs for shipping and transport. If delivery or assembly is agreed, we will invoice the travel time to and from the site separately.

6.5 If invoicing is based on time spent, the time is billed on a daily or hourly basis.

6.6 If the service is provided at the request of the customer on a Saturday, on a Sunday or public holiday or in the period from 7 p.m. to 7 a.m (CET)., a surcharge of 100% of the agreed hourly or daily rate is due.

6.7 6.7 If goods or services are to be provided in accordance with the contract (if a delivery period of more than 4 months has been agreed) or for reasons for which the customer is responsible later than four months after conclusion of the contract, and if material prices, prices from suppliers, wages, transport costs, tax rates, cost increases due to changes in the law or similar costs have increased significantly for the calculation up to the agreed execution date, we shall be entitled to adjust the prices accordingly in accordance with § 315 BGB (German Civil Code). Within the scope of the price adjustment, any substantial increases in the costs relevant for the calculation of our services which occur between the conclusion of the contract and the delivery date and for which we are not responsible must be taken into account, whereby a reduction in these costs must also be taken into account.

7. Terms of Payment; Regulation in event of default

7.1 Invoices are due for payment without deduction within 10 working days of receipt. If the customer is in default of payment, the statutory regulations on default of payment shall apply.

7.2 We only grant discounts and other deductions from the invoice amount on the basis of a special written agreement.

7.3 We are entitled at any time to demand advance payments in an appropriate amount for the services to be rendered by us and the expenses to be incurred within the framework of the execution of the order. We are entitled to only take action after receipt of the advance payment.

7.4 We are entitled to demand advance or interim payments according to the progress of the project in the amount of the value of the respective proven contractual services including the reported amount of VAT due thereon. The services shall be evidenced by an verifiable list that enables the customer to assess the services.

7.5 Advance payments already made will be deducted from the final invoice.

8. . Disallowance of offsetting and assignment

8.1 The customer shall only be entitled to a right of retention and the right of set-off if his counterclaims are undisputed, have been legally established, have been acknowledged by us or are based on warranty claims.

8.2 The customer is not entitled to assign claims arising from the contract concluded with us to third parties.

9. Reservation of Ownership

9.1 Until full settlement of all our claims arising from the business relationship with the customer has been made, we reserve title to the development results we have produced, i.e. to all items and products, technical drawings and documents manufactured by us (hereinafter referred to as “reserved goods”).

9.2 The customer may neither pledge the goods subject to retention of title to third parties nor assign them as security before full payment of the secured claims. The customer must inform us immediately in writing if and insofar as third parties take hold of the goods subject to retention of title which are our property.

9.3 The customer is authorised to resell the reserved goods in the ordinary course of business. The customer assigns to us his claims from the resale of the goods subject to retention of title in the amount of the final invoice amount including VAT agreed between us and the customer; we hereby accept the assignment already. This assignment shall apply regardless of whether the reserved goods have been resold without or after processing. The customer shall remain authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we will not collect the claim as long as the customer meets his payment obligations towards us, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no suspension of payments.