CHROFF Konstruktion + Design GmbH hereinafter referred to as “Engineering Firm”

§1 Scope of application
These general terms and conditions apply to all orders that are granted to the Engineering Firm. Conflicting general terms and conditions of the contracting entity will not become part of the contract even if they are contained in the order confirmation. These conditions also apply for permanent business relationships and future business, even if they were not expressly recorded in the contract. Should individual provisions be invalid, the remaining conditions shall not be affected thereby.

§2 contractual relationship
1. The engineering firm undertakes, in accordance with the descriptions contained in the order confirmation, to perform the necessary constructional activities. Each order represents a work contract pursuant to § 631et seq. BGB (German Civil Code). The completed constructional design is a copyrighted work. 2. The scope of services and thus the fee will include: – the detailed discussion of the issue situation with the contracting entity – development of a constructional plan or a design presentation on CD or other data carrier – the cost of construction data carriers (CDs, tapes, costs for data transfer or similar) – the transfer of usage rights to the contracting entity; the copyright for a further use in other cases, however, remains with the respective Engineering Firm. Not included in the price are: – shipping to locations outside the territory of the Federal Republic of Germany – the costs model products which might be manufactured – general expenses and costs for travel to meetings beyond the headquarters of the Engineering Firm

§3 Fee
1. The fee settlement is based on the invoicing stated in the offer. If no fixed price is agreed, the prices are subject to change, and the costs shall be based on the VDI-Engineers recommendations. 2. Unless other arrangements are made (e.g. monthly billing) the remuneration shall be 1/3 of the total price upon order confirmation is, 1/3 when the construction drawings or design representations are presented, and 1/3 upon completion of the constructional work. 3. Cheques and bills are only accepted as conditional payment. Associated costs shall be borne by the contracting entity. In the event of default, an interest rate of 2% above the respective base rate shall be calculated, unless the contractor proves a higher default damages. It shall be at the discretion of the contracting entity to prove a lower damage. 4. Payment due date is 14 days after invoicing.

§ 4 Usage rights
Even after the construction drawings or design data are handed over, the results of the engineering firm’s work may only be used for the agreed usage designation and the order-related scope. With the full payment of the total fee, the contracting entity shall acquire the usage rights to the extent described above. All further rights of use remain exclusively with the respective Engineering Firm. A transfer of the design rights and plans to third parties is only permitted with the consent of the Engineering Firm.

§ 5 Requirements profile
The contracting entity shall provide the contractor with a requirement profile for the design to be created. This requirement profile must contain the exact application and environment data. The Engineering Firm shall not be obligated to perform an assessment, whether the design can actually be utilized with the specified environment, application data or other data provided by the contracting entity, in the manner stated in the order profile. The Engineering Firm shall not be liable in any case for errors in the data supplied by the contracting entity. §6 Delivery dates Delivery dates will be individually agreed-upon in the contract. If the Engineering Firm is unable to meet this deadline, it is obliged to inform the contracting entity immediately after gaining knowledge of the deadline exceedance.

§7 Warranty, limitation of liability and inspection obligation
1. The contracting entity is obliged to inspect the designs provided by the Engineering Firm within 4 weeks after submission, and conduct an examination for possible deviations from the order volume and defects. Complaints must be submitted to the Engineering Firm in writing within this inspection period. After this period has lapsed, the design shall be deemed as accepted. 2. The Engineering Firm is only liable for the dimensions specified in the design drawings or on data carriers. It is not liable for the accuracy of the drawings. 3. In case of defects which are notified in a timely manner, the Engineering Firm shall be obliged to provide an immediate remedy at its own expense. The rectification must be performed within a reasonable period to be specified by contracting entity. If the rectification of defects fails twice, the contracting entity shall be entitled to withdraw from the contract and/or demand compensation. The compensation owed by the Engineering Firm shall be limited to the triple amount of what the Engineering Firm charged the contracting entity for the services, however, only up to a maximum amount which corresponds to the nominal capital. Any liability for further damages, in particular for consequential damages from defects that exceed this amount, is expressly excluded. 4. The customer is obliged to establish an adequate insurance against damages caused by the work of employees of the Engineering Firm on-site (especially to hard & software).

§ 8 Retention of title
The copyright and ownership for the design plans or data carriers shall remain with the Engineering Firm until all claims to which the Engineering Firm is entitled have been settled. Until this fulfillment has occurred the Engineering Firm shall also have the right of retention for any provided manufacturing documents. § 9 Order cancellation In all cases where a delivery of the design is not performed, and the Engineering Firm is not at fault, all the incurred costs must be paid to the Engineering Firm. The contracting entity is entitled to demand the surrender of the not yet finished design plan.

§10 Changes
If changes are made to the design which range beyond the requirements specified when placing order, the pricing and delivery times must be renegotiated. If this is not performed, then an appropriate remuneration must occur. The accrued costs for in vain actions so far, and a reasonable  remuneration for this are also due immediately and must be reimbursed to the Engineering Firm.

§11 Third-party copyrights
If the requirement profile of the contracting entity contains drawings, models or samples, the contracting entity will ensure that third-party rights are not infringed through their use. The Engineering Firm will possibly inform the contracting entity about rights known to him. The contracting entity shall indemnify the contractor against claims of third parties in this respect, and provide compensation to him for the resulting damages.

§12 Place of performance and jurisdiction
Place of performance for commercial entities is Scheßlitz. The place of jurisdiction is Bamberg.

§13 Applicable law
The laws of the Federal Republic of Germany shall apply exclusively.

*Disclaimer: All legal proceedings refer to German language text.