General terms and conditions
of the PL Engineering GmbH
§ 1 Scope
1. These General Terms and Conditions apply to all contracts between PL Engineering GmbH (hereinafter: "PL Engineering") and its clients regarding services, unless otherwise expressly agreed in writing.
2. These general terms and conditions apply only to companies (§14 BGB) as well as to legal entities of public law and public special funds within the meaning of § 310 para. 1 sentence 1 BGB.
3. The general terms and conditions of PL Engineering apply exclusively. Conflicting or divergent conditions of the client are only binding if and to the extent that PL Engineering expressly agrees to their validity in writing. The general terms and conditions also apply if PL Engineering carries out the order without reservation in the knowledge of conflicting or deviating conditions of the client. Divergent agreements are only valid for a specific contract and not for future contracts, unless otherwise expressly agreed in writing.
4. These General Terms and Conditions also apply to all future contracts between PL Engineering and its clients regarding services.
§ 2 Scope of orders
1. The services by PL Engineering are provided in the scope of the contract as services and / or services in accordance with the respectively applicable statutory provisions, unless otherwise stipulated in these General Terms and Conditions.
2. PL Engineering provides services under its own responsibility. The client remains responsible for the results desired and achieved by him. Insofar as PL Engineering has been commissioned with work, it is responsible for the results achieved as well as for the management, control and monitoring of the provision of services.
3. PL Engineering and the client are each entitled to apply in writing for changes to the agreed scope of services. PL Engineering or the client will check the feasibility of this change after receiving an amendment. The result of this examination must be communicated to the other contracting party without delay in writing. PL Engineering is entitled to bill the client for the expenses incurred as far as its amendment requires a comprehensive and expensive review. The contractual adjustments required for such a review or for a change in the agreed scope of services will be set out in an additional agreement.
§ 3 Execution of orders
1. The PL Engineering is authorized to issue instructions to its employees. In addition, PL Engineering is entitled to use third party activities to execute orders. However, PL Engineering is always directly obliged to the client itself.
2. In the case of work performances, delivery periods begin with the date of the order confirmation by PL Engineering, but not before complete clarification of all details of the order; the same applies to delivery dates. All delivery times and dates are subject to availability and timely self-delivery.
3. For the adherence of the delivery periods and dates the time of the provision of the achievement at the seat of PL Engineering is authoritative, as far as nothing else is agreed.
4. In cases of force majeure, the contractual obligations of both parties shall be suspended and the dates and periods for performance of contractual obligations shall be postponed. Force majeure shall also apply to labor disputes in own and third party establishments, delays in transport, machinery breakdown, governmental actions and others by neither party Representative circumstances. The event of force majeure shall be reported to the other Contracting Party without delay. At the earliest three months after receiving this notification, both contracting parties are entitled to withdraw from the contract.
5. Failure to comply with the delivery deadlines and dates for service or work, the client shall have the right to damages instead of performance for non or not as owed performance (§ 281 BGB) and the plea of unfulfilled contract (§ 323 BGB) only then if he has set PL Engineering a reasonable deadline for delivery, which - insofar as deviating from §§ 281, 323 BGB- is connected with the declaration that he refuses acceptance of the service after expiry of the period. After unsuccessful expiration of the period, the claim for fulfillment is excluded.
§ 4 Obligation to cooperate of the client
1. The client shall provide PL Engineering with all information, materials, equipment, documents, processes, etc. necessary for the execution of the order in good time prior to the execution of the order and, if necessary, at its own expense.
2. If PL Engineering engages with the client, the client shall also provide the PL Engineering employees or third parties commissioned by them with free access to all premises, installations (hardware, software, networks, etc.) within the normal operating hours and within the operational access regulations and other work equipment required for the proper provision of services by PL Engineering.
3. If required, the client must also provide for the provision of functional workplaces free of charge for the employees of PL Engineering or third parties commissioned by them.
Incidentally, the client will participate as required in the execution of the order.
4. If the client fails to fulfil the obligations incumbent on him pursuant to subsections 1 - 3 or fails to do so in due time and this leads to delays and / or additional expenses, the agreed time frame is extended or the agreed remuneration increases accordingly.
§ 5 Remuneration and Terms of Payment, Offsetting
1. The services or works are charged at the agreed fixed price or on the basis of the agreed time and material basis after the end of the service or acceptance of the work, unless a different invoicing and payment method has been agreed.
2. In the case of services and work on a time and material basis, the hours worked and travel times at the current hourly rates as well as the consumed materials are invoiced at the respectively valid prices at the time of the service. Other expenses, in particular travel, accommodation and accommodation costs, will be charged additionally. Estimated prices for services and work on the basis of time and materials stated in the offer are non-binding.
3. Sales tax is shown separately in the invoice at the applicable VAT rate.
4. Invoices are payable on receipt without deduction.
5. The client can only offset if his counterclaims are legally established, undisputed or recognized by PL Engineering.
§ 6 acceptance
1. Works are to be accepted by the client as soon as PL Engineering has demonstrated compliance with the agreed specifications. Insignificant deviations do not entitle the client to refuse acceptance. The obligation to eliminate defects in the context of liability for legal and material defects remains unaffected.
3. At the time of acceptance, a protocol to be signed by both contracting parties confirming compliance with the agreed specification of services must be prepared. The commissioning or productive use of the work or of parts of the work is considered acceptance.
§ 7 Defects of legal title and material in the case of work performances, limitation period
1. PL Engineering has to provide the client with the work free of material and legal defects. In particular, the work performance must correspond to the agreed performance description and the agreed scope of services.
If the work is defective, the PL Engineering is liable as follows:
- At the discretion of PL Engineering, the defect must be eliminated or a new plant made.
- If the subsequent performance fails within a reasonable time, the customer may, without prejudice to any claims for damages, reduce the remuneration or, if the value or suitability of the work is not insignificantly reduced, withdraw from the contract.
2. The client has to report material and legal defects to PL Engineering immediately in writing.
3. Apparent inaccuracies, such as typographical errors, miscalculations, formal defects, etc., which are contained in a report, report or other professional statement by employees of PL Engineering can be corrected at any time by this.
4. Information in documentation, brochures, project descriptions, etc. are not guarantees. Guarantee commitments require in each case the express written confirmation by PL Engineering.
5. Defects of title and defects of title become statute-barred 12 months after the rendering of the respective service or the acceptance of the work. This does not apply insofar as the law requires longer periods in accordance with § 438 (1) No. 2, § 479 (1) or § 634a (1) No. 2 BGB.
§ 8 Liability
1. Claims for damages and reimbursement of expenses of the customer of any kind, also for indirect damage, such as loss of profit and other financial losses (hereinafter: claims for damages) are excluded. This applies in particular to breach of duties arising from the debt relationship and tort.
2. Notwithstanding Section 8 (1), PL Engineering is liable, irrespective of the legal grounds, if:
(a) the PL Engineering is guilty of gross negligence or intent,
(b) PL Engineering has fraudulently concealed a defect or has accepted a guarantee for the quality of the object of performance,
(c) PL Engineering culpably caused damage to life, health or body,
(d) PL Engineering breached material contractual obligations.
3. Significant contractual obligations (so-called cardinal obligations) are obligations whose fulfilment by PL Engineering enables the proper execution of this contract in the first place and on whose observance the client regularly trusts and can rely.
4. In the case of a breach of essential contractual obligations in accordance with the above clause. 8 para. 2 d), the liability of PL Engineering, however, is only limited to the compensation of foreseeable, typically occurring damage in the case of slight negligence.
5. The client is obliged to immediately inform PL Engineering in writing of any damage and to give it the opportunity to investigate the damage and its causes.
§ 9 secrecy
1. The contracting parties are not obligated to render the economic, technical and other information and knowledge available during the commissioning and execution of orders from the other contracting party during the term of the contract, without the prior written consent of the other contracting party, beyond the scope of the contract to exploit, use or make available to third parties.
2. The obligation under paragraph 1 shall not apply to information and knowledge that was known to PL Engineering prior to placing the order, which PL Engineering lawfully obtains from third parties, was generally known when the order was placed, or becomes generally known without breaching the obligation under paragraph 1.
3. The obligation referred to in paragraph 1 shall apply to both contracting parties after termination of the contract for a further two years.
§ 10 Privacy
The contracting parties will process or use personal data of the other contracting party only for contractually agreed purposes in compliance with statutory provisions.
§ 11. Inventions
1. Inventions jointly made by employees of PL Engineering and the client during the execution of an order, as well as rights granted thereto, shall be jointly and severally shared by both parties.
2. Inventions made by PL Engineering employees during the execution of an order, as well as intellectual property rights granted thereto, belong to PL Engineering. Inventions made during the execution of an order by employees of the client, as well as the rights granted thereto, belong to the client.
3. The granting of licenses to inventions within the meaning of paragraphs 1 and 2 and to the rights granted thereto requires a special written agreement.
§ 12 work results
1. The transfer of property and rights of use to the work results of any kind (such as documentation, reports, planning documents, evaluations, drawings, program material, etc.) created in the context of the execution of the contract and the scope of services agreed thereon, which the client has received from PL Engineering have been announced requires a special written agreement.
2. PL Engineering is not responsible for whether technical documents supplied to it by the client or on his behalf violate existing copyrights, industrial property rights or other rights of third parties. The client is solely liable if the rights of third parties are infringed by the execution of his order. The client must indemnify PL Engineering against all third-party claims for such infringement. Para. 8 remains untouched.
§ 13 termination
1. Contracts may be terminated at any time with a notice period of 20 days to the end of the month. The aforementioned termination right is not entitled to PL Engineering if it provides work services.
2. The termination of contracts for good cause is possible at any time.
3. In the cases of termination according to paragraphs 1 and 2, the client has to pay the agreed remuneration less the proportionate remuneration for the agreed scope of services, which was saved by the termination. In addition, PL Engineering is entitled to compensation for the services and expenses incurred in connection with the termination - including in the relationship of PL Engineering to third parties.
4. If the termination occurs for reasons for which PL Engineering is responsible, PL Engineering shall only be entitled to compensation for the services rendered up to that point in so far as they can be used by the client.
5. All terminations always require the written form.
§ 14 Publication of documents and objects, right of retention
1. After completing an order, the client may request PL Engineering to hand over the documents and objects provided to it. PL Engineering may refuse to release it until it is satisfied with its claims under the contract, unless the withholding of individual documents and objects in accordance with the circumstances, in particular due to the relative insignificance of the sums owed, would be contrary to good faith.
2. PL Engineering may make and keep copies of copies of documents it returns to the client.
§ 15 Final Provisions
1. Contracts are concluded in writing. Subsidiary agreements are only valid if they are confirmed in writing by PL Engineering.
2. The transfer of rights and obligations under the contracts by the client to third parties requires the prior written consent of PL. Engineering.
3. If the customer is a merchant, the place of jurisdiction is PL Engineering in Heilbronn. However, PL Engineering may, at its discretion, sue the Customer at its place of business.
4. For all contractual relationships, only the law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply.