General Terms and Conditions | Carbon Fiber Consulting
1. Scope
The following general terms and conditions apply to all legal transactions of the service company Carbon Fiber Consulting - hereinafter referred to as service provider - with its contractual partner - hereinafter referred to as client.
Insofar as individual contractual provisions exist which deviate from or contradict the provisions of these GTC, the individual contractual provisions shall take precedence.
2. Subject matter of the contract
2.1 The contracting parties agree on the cooperation according to the specific, individual contractual agreement. An employment contract is not intended by the parties and is not established.
2.2 The Service Provider shall be responsible for social security contributions or tax matters and shall indemnify the Client against any obligations.
2.3 The Service Provider shall be free to act for other Clients as well.
3. Conclusion of contract
3.1 The contractual relationship for the services shall be established by the Client placing a customer order (offer) and its acceptance by the Service Provider. The client is bound to the placement of the customer order (offer) for two weeks.
3.2 The subject of the contract or the exact task description is described in the written order. The subject of the respective order is the work described in the written offer of the service provider and the written order confirmation of the client.
3.3 Additional services commissioned after the order has been placed, which are not included in the offer, shall be invoiced separately on the basis of an additional offer.
4. Contract duration and termination
4.1 The contract begins and ends on the individually agreed date. If the offer of the service provider contains a specific processing time or dates, these shall only be considered binding if the service provider has expressly agreed to them as binding.
4.2 The contract may be terminated with due notice. In this respect, a notice period of 2 weeks to the end of the month is agreed.
4.3 Termination without notice for cause is possible. If,
· the Client violates its obligations arising from the GTC and the contract despite a reminder and the setting of a deadline and thereby makes the execution of the order impossible or significantly more difficult.
· the customer is in default with two due, consecutive payments and does not make payment after expiration of a reasonable grace period
· the customer suffers a financial collapse after the conclusion of the contract (insolvency, insolvency), unless an application for the opening of insolvency proceedings has already been filed
4.4 After effective termination, the Service Provider shall hand over to the Client the result achieved by the end of the notice period within four weeks. The Client shall be obliged to reimburse the Service Provider for the costs incurred up to the expiry of the notice period. Personnel costs shall be reimbursed according to the time spent.
4.5 In the event that the termination is based on the conduct of one of the contracting parties, claims for damages shall remain unaffected.
5. Scope of services, obligations of the contracting parties
5.1 The services to be provided by the Service Provider shall generally comprise the tasks listed in detail, in accordance with the order/offer placed by the Client.
5.2 The Service Provider shall periodically inform the Client about the result of its activities. The contracting parties may agree in the contract on a schedule for the provision of services and a scheduled end date for the termination of services.
5.3 If the Service Provider is actually unable to perform an order as contractually owed, it shall notify the Client thereof without undue delay.
5.4 The Service Provider shall provide the equipment and personnel required for the performance of the Service, unless the Client does not have the corresponding equipment or premises, unless otherwise agreed in the individual contract.
The Parties shall endeavor to support the other Party in the performance of the respective obligation to the best of their knowledge and belief by providing information, information or experience in order to ensure a smooth and efficient workflow for both Parties.
5.5 Each of the contracting parties may request changes to the agreed scope of services from the other contracting party in writing. Upon receipt of a change request, the Recipient shall review whether and under what conditions the change is feasible and shall notify the requestor of its approval or rejection in text form without delay and, if necessary, provide reasons. If a change request by the Recipient requires extensive review, the review effort for this may be charged by the Service Provider upon prior notice if the Recipient nevertheless insists on the review of the change request.
If necessary, the contractual adjustments to the agreed conditions and services required for a review and/or an amendment shall be set out in writing in an amendment agreement and shall come into effect in accordance with these General Terms and Conditions.
6. Prices and terms of payment
6.1 Services shall be due and invoiced at the fixed price specified in the individual contract on a monthly basis after completion or if remuneration is agreed on a time and materials basis, unless a different invoicing method is agreed in the contract.
6.2 Estimated prices for services on a time and material basis, in particular in cost estimates, are non-binding. The quantity estimates on which an estimate is based are based on an evaluation of the scope of services carried out to the best of our knowledge.
6.3 VAT shall be invoiced at the VAT rate applicable at the time of performance.
6.4 Invoices are payable upon receipt without deduction. If the invoice amount is not received within 30 days of the invoice date, the Service Provider shall be entitled to claim default interest. The default interest shall be 2% p.a. above the prime rate applicable at the time of calculation. Payments shall be made to the respective account of the Service Provider specified in the Contract, stating the invoice number.
6.5 Offsetting against claims of the service provider is only permissible in the case of undisputed or legally established claims that are also based on the same contractual relationship.
6.6 The contracting party may only exercise a right of retention with regard to legally established claims and only if the counterclaim results from the same contractual relationship.
7. Liability
7.1 The Service Provider shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. Liability for warranties shall be strict regardless of fault. For slight negligence, the service provider shall be liable exclusively in accordance with the provisions of the Product Liability Act, for injury to life, limb or health or for breach of material contractual obligations. However, the claim for damages for the slightly negligent breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless liability is assumed for injury to life, limb or health. The Service Provider shall be liable to the same extent for the fault of vicarious agents and representatives.
7.2 The provision of the preceding paragraph (7.1) shall extend to damages in addition to performance, damages in lieu of performance and claims for compensation due to futile expenses, irrespective of the legal grounds, including liability due to defects, delay or impossibility.
8. Research and development results, rights of use
8.1 The Service Provider and the Client shall inform each other without delay of notifications of service inventions made during work performed under a joint contract by sending corresponding copies. If the Client intends to claim such inventions for itself, the Service Provider shall make unrestricted use of such inventions in accordance with the provisions of the Employee Inventions Act and shall assign the rights acquired thereby to the Client or to a third party designated by the Client for the purpose of acquiring property rights in the Client's name and at the Client's expense. If the Client or the third party designated by it is not interested in the acquisition or continuation of such industrial property rights, the Service Provider shall be free to release the corresponding inventions or to register them at their expense and in their name or, in the event that the Client has initially acquired the industrial property rights and has lost interest in continuing them, to take them over from it, whereby the exploitation rights shall also pass to the Service Provider or the then entitled parties.
8.2 Carbon Fiber Consulting employees involved in an invention shall be named as inventors in invention disclosures. The research and development results achieved shall be treated in accordance with the legal requirements under the German Employee Invention Act (Arbeitnehmererfindungsgesetz).
For each invention claimed by the Client, the Client shall pay the Service Provider a lump-sum compensation in the amount of € 12,000 to compensate for the obligations pursuant to Section 42 No.4 ArbnErfG. If industrial property rights arise from the inventions or on the basis of the work performed by the Service Provider or its cooperation partners, separate licensing agreements shall be concluded in each individual case if the industrial property rights are exploited.
9. Place of jurisdiction
The business relationship between the parties shall be governed exclusively by Belgian law.
If the client does not have a general place of jurisdiction in Belgium or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office.