General Terms and Conditions
KV R&D Center GmbH
Seilmacherstraße 7 | D – 66497 Contwig
T: +49 (0) 6332 488 70 13 | GSM: +49 (0)151 258 286 98
hereinafter also referred to as “Provider”
(1) All deliveries, services, and offers of the provider are made exclusively on the basis of these General Terms and Conditions. These are part of all contracts that the provider concludes with its contract partners (hereinafter also referred to as “customer”) regarding the services offered by him. They also apply to all future deliveries, services, or offers to the customer, even if they are not agreed upon separately again.
(2) Terms and conditions of the customer or third parties do not apply, even if the provider does not separately object to their validity in individual cases. Even if the provider refers to a letter containing the business conditions of the customer or a third party or referring to such, this does not constitute consent to the application of those business conditions.
(3) The provider concludes contracts exclusively with entrepreneurs within the meaning of § 14 para. 1 BGB. Consumers are not permitted as customers. Consumer in the sense of these terms and conditions is any natural person who concludes a legal transaction for purposes that can predominantly neither be attributed to their commercial nor their independent professional activity. Entrepreneur in the sense of these terms and conditions is a natural or legal person or a legal partnership that acts in the exercise of their commercial or independent professional activity when concluding a legal transaction.
(4) Upon request by the provider, the customer is obligated to provide proof of his identity, the existence of a company and/or proof of a power of representation.
2 Conclusion of contract
(1) All offers of the provider are, unless otherwise agreed, non-binding and merely constitute a non-binding invitation to the customer to submit offers.
(2) The provider sends the customer an offer in text form, which the customer can accept within the period stated in the offer. The receipt by the provider is decisive for compliance with the deadline. If the customer does not accept the provider’s offer within the deadline, the provider is no longer bound by his offer. Late acceptances are considered as new offers.
(3) The contract languages are German and English. In case of language divergences, the German language version shall prevail.
3 Contractual services
(1) The commissioned services result from the contract, the offer, and service description.
(2) The provider undertakes to apply scientific care and to comply with the generally accepted rules of technology, but not to achieve a specific result or economic usability.
4 Prices and Payment Terms
(1) The contractually agreed prices apply. All stated prices are net prices, possibly plus the currently valid sales tax.
(2) Contractually not agreed additional effort is calculated according to the currently valid hourly rate or the communicated prices.
(3) Checks are only considered payment after they have been cashed.
(4) The Provider is entitled to perform services only against prepayment or security.
(5) The Provider has the right to adjust the amount of the communicated prices. They will inform the Customer about this in time in text form. A price adjustment is particularly justified if prices for goods and services of the Provider increase or if legal regulations lead to higher financial expenses. Correspondingly, the Provider is also obliged to take into account any reductions in costs or other expenses in the pricing towards the Customer. If the dealer does not object to the respective price increase within four (4) weeks from the receipt of a corresponding notification from the Provider in text form, the adjustment is considered approved. In the event of a timely objection to a price adjustment, this is considered as not agreed and at the same time as a termination of the contract.
(1) Deadlines and dates for deliveries and services promised by the Provider are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed. If dispatch has been agreed, delivery deadlines and delivery dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with the transport.
(2) The Provider can – without prejudice to his rights from default of the Customer – demand an extension of delivery and performance deadlines or a postponement of delivery and performance dates for the period in which the Customer does not meet his contractual obligations to the Provider.
(3) The Provider is not liable for impossibility of delivery or performance or for delivery delays, insofar as these have been caused by force majeure or other events unforeseeable at the time of the conclusion of the contract (e.g., operational disruptions of all kinds, difficulties in obtaining materials or energy, transport delays, strikes, lawful lockouts, lack of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or non-delivery, incorrect or late delivery by suppliers) for which the Provider is not responsible. If such events make the delivery or service significantly more difficult or impossible for the Provider and the hindrance is not only of a temporary nature, the Provider is entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable lead time. If the delay is unreasonable for the Customer due to the delay, he can withdraw from the contract by immediate written declaration to the Provider in writing.
6 Packaging and Shipping Costs, Transfer of Risk
(1) If packaging and shipping costs for the return/delivery of materials are incurred, the customer bears these. Customs and other applicable fees are also to be borne by the Customer.
(2) The risk passes to the Customer at the latest with the handover of the delivery item (the beginning of the loading process is decisive) to the forwarder, carrier, or other third party designated to execute the shipment. This also applies if partial deliveries are made or the Provider has assumed other services (e.g., shipping or installation). If the dispatch or handover is delayed due to a circumstance whose cause lies with the Customer, the risk passes to the Customer from the day on which the Provider is ready to dispatch and has communicated this to the Customer.
(3) The method of shipping and packaging is subject to the Provider’s dutiful discretion.
(3) The Customer bears the storage costs after the transfer of risk.
(4) The Provider will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Customer and at his expense.
7 Obligations to Cooperate
(1) The Customer provides the Provider with all necessary information, documents, and details free of charge, in a timely manner, and in a common file format.
(2) The Provider may charge for any additional effort caused by insufficient cooperation from the Customer according to the communicated hourly rate.
8 Place of Fulfillment, Occupational Safety
(1) The place of fulfillment for all obligations from the contractual relationship is the Provider’s place of business unless otherwise specified.
(2) If services are provided at the Customer’s premises, the Customer is obliged to comply with the legal provisions on health protection and occupational safety.
(1) The Provider is liable without limitation for intent or gross negligence, as well as for damages resulting from injury to life, body, or health, and within the scope of any warranty assumed.
(2) The Provider is only liable without limitation for slight negligence in the event of a breach of a fundamental contractual obligation (cardinal obligation), the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner may regularly rely. Otherwise, the Provider’s liability in the event of slight negligence is limited in amount to the level of the foreseeable damage, the occurrence of which must typically be expected.
(3) These limitations also apply if the Provider’s liability is based on the fault of their vicarious agents. The liability limitations/exclusions do not apply to claims under the Product Liability Act.
(1) Unless otherwise regulated in individual cases by separate confidentiality agreements, the parties agree as follows.
(2) Confidential information is information that a prudent third party would consider worth protecting or that is marked as confidential; this can also be information that becomes known during an oral presentation or discussion. Confidential information may only be used for the purpose of fulfilling obligations in the concluded contracts. The obligation to maintain confidentiality does not apply to information that the parties are already lawfully aware of or that becomes known outside this contract without violating a confidentiality obligation.
If the parties are legally obligated to disclose, the legal regulations take precedence over the contractual agreements.
(3) The parties commit to treating all confidential information, trade secrets, and business secrets obtained within the context of the contractual relationship confidentially, in particular not to pass them on to third parties or to use them for purposes other than contractual ones.
(4) In the event of a breach of the obligations mentioned in § 10 Para. 3, the Customer undertakes to pay the Provider a reasonable contractual penalty, the amount of which will be determined by the Provider and can be reviewed by the competent jurisdiction in the event of a dispute (Hamburger Brauch).
11 Data Protection
(1) The parties commit to compliance with the respectively valid data protection provisions.
(2) The Provider points out that they may process personal data, insofar as this is necessary for the provision of services. The legal basis is Art. 6 para. 1 lit. b GDPR. Further information can be found in the Provider’s data protection declaration.
12 Intellectual Property and Protective Rights
(1) Unless otherwise agreed, the following applies to inventions that the Provider makes in the course of fulfilling the contract:
The Provider is entitled to apply for protective rights in their own name and at their own expense.
The Provider grants the Customer a non-exclusive right of use to the inventions and to the protective rights registered for them, limited to the duration and purposes of the performance result. If this is not sufficient in individual cases, the Provider, in any case, grants usage rights to the extent necessary for the Customer to be able to use the rights to the performance results in accordance with the contract.
(2) In the case of copyrighted work results, this right includes all types of use, especially the right to edit.
(3) For joint inventions, i.e., inventions in which employees of the Provider and the Customer are involved and where the inventive contributions cannot be separately registered for legal protection according to the contract partners, the contractual partners jointly own the right to the protective right. In this case, each of the contractual partners may use the joint invention and grant non-exclusive, non-sublicensable licenses to the invention’s protective rights to third parties, without any compensation between the contractual partners. The contractual partners will agree on the processing of joint inventions on a case-by-case basis.
13 Final Provisions
(1) The place of jurisdiction is the Provider’s location.
(2) In the event that a provision of these general terms and conditions should be invalid, the effectiveness of the other provisions will not be affected. This applies in particular to the contract that has already been concluded. The legal regulation replaces the invalid clause. Anything else only applies if, in this case, adhering to the contract represents an unreasonable hardship for a contracting party. Then the contract is entirely invalid.
(3) The contractual partners agree to the application of the law of the Federal Republic of Germany for all legal relationships arising from this contractual relationship, excluding UN sales law.