General terms and conditions Solarpraxis Engineering GmbH

Standard terms and conditions for engineering services for use in business dealings 

with companies (valid from 1 January 2014)

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1. Scope, documents, and scope of services to be

rendered

1.1 These terms and conditions for services shall

apply to all contracts between Solarpraxis

Engineering GmbH ("Solarpraxis") and its clients in

connection with consulting jobs, expert’s reports,

engineering services, and similar services, unless

expressly agreed upon differently in writing or

required differently by mandatory statutory

provisions.

1.2 Subject matter of the contract is the agreedupon

consulting service, engineering service, or

similar service, but not however a specific resulting

outcome of the performance by Solarpraxis. The

performance of Solarpraxis is completed with the

rendering of the services, regardless of whether or

when any conclusions or recommendations detailed

in the expert's reports or services are implemented by

the client or not.

1.3 Solarpraxis documents that are part of any

potential contract offer, such as for example

illustrations, technical drawings, cost estimates,

specifications of dimensions and weights, are only

approximately definitive, unless expressly referred to

as binding. Solarpraxis reserves rights of ownership

and copyright for these documents. These documents

must not be made accessible to third parties and

must only be utilized within the context of the

contract. If a contract is not awarded, technical

drawings and other documents including any

generated copies are to be returned to Solarpraxis

without delay.

1.4 The scope of the goods and services to be

provided is detailed in the written order confirmation

from Solarpraxis; the contract will only comprise the

goods and services contained therein. Changes to the

execution that result in technical improvements

without any increase in price are permissible.

2. Pricing

In the absence of any statement to the contrary,

prices stated in the order confirmation are net prices

and do not include the statutory turnover tax,

customs duties, or charges of a similar nature. If the

price is calculated to include charges or fees and if

these should increase after the conclusion of the

agreement, Solarpraxis shall be entitled to charge the

added costs to the client. All other agreed-upon

stipulations remain in effect.

3. Payment and transfer of ownership

3.1 Payments are to be made without any

deductions in accordance with the agreed-upon

terms of payment. In the absence of terms of

payment, payment of the agreed-upon price is due

immediately upon receipt of the invoice and shall be

paid without deduction. The time to be considered

relevant in judging the timeliness of payment is the

time when the funds are credited to the Solarpraxis

account.

3.2 Title and property in the object of performance

only pass to the client once all payments have been

received by Solarpraxis.

3.3 Withholding of payments by the client on

account of asserted counterclaims and any offsetting

against such is only permissible if Solarpraxis has

recognized such claims or if such claims have been

declared legally enforceable.

3.4 If the client is in arrears with payments,

Solarpraxis may postpone the fulfillment of its own

obligation until the overdue payments have been

received. In all cases of delayed payments by the

client, Solarpraxis shall be entitled to demand

interest on arrears at the statutory rate. The assertion

of claims for further damages remains unaffected.

3.5 In the event that reasonable doubt arises with

regard to the client’s solvency or willingness to pay, in

particular because of non-compliance with an

obligation to pay or because of a subsequent

deterioration of the client’s economic condition,

Solarpraxis shall be entitled to demand advance

payments or the furnishing of security. If the client

does not comply with this request after an adequate

grace period has been set, Solarpraxis shall be

entitled to terminate the agreement with good cause

and with immediate effect.

3.6 All taxes, fees, and other charges arising in

connection with the services outside the Federal

Republic of Germany shall be borne by the client. If

any taxes, fees, or other charges related to the

discharge of this delivery are charged to Solarpraxis

by the public authorities of the client, then the client

shall indemnify Solarpraxis.

4. Time of performance

4.1 Solarpraxis shall to the best of its abilities

attempt to meet all announced performance times,

whereby the deadlines – unless expressly stated

differently – are only non-binding estimated values. A

binding completion date for the rendering of services

must be expressly agreed-upon in writing.



4.2 Meeting any existing performance deadlines

requires the timely receipt of all documents to be

made available by the client, in particular of all plans

and technical drawings, as well as fulfillment of the

agreed-upon payment terms and the compliance

with all other obligations. If these prerequisites are

not met, the time of performance shall be extended

by a commensurate degree.

4.3 Labour disputes, in particular strikes and

lockouts as well as unforeseen circumstances that are

outside of the realm of influence of Solarpraxis, such

as war, civil unrest, or delays of official permits, shall

extend the time of performance by a reasonable

degree. The above-mentioned circumstances are

outside of Solarpraxis’ scope of liability even if they

occur during an already existing delay.

4.4 In the event that any performance deadlines are

missed for reasons that are within the scope of

Solarpraxis' responsibility, and if the delayed

performance has demonstrably caused losses for the

client, then any further claims relating to the delay

are subject to the stipulations of clause 9.

5. Provisions by the client

5.1 The client shall make available to Solarpraxis all

information that Solarpraxis may reasonably require

for the performance of its obligations. Upon

completion of the services, Solarpraxis shall return to

the client a collection of all documents created during

the course of the commission for archiving purposes.

5.2 In the event that certain services are to be

provided at the client’s location, the client shall make

available to Solarpraxis any required infrastructure,

duty stations, and operating resources as well as

unhindered admittance and access, including to

construction sites, in order to allow Solarpraxis the

unhindered performance of its services. If required,

the client shall make available to Solarpraxis a central

document management system. Solarpraxis shall

comply with any instructions received from the client

regarding safety regulations and occupational safety

on constructions sites.

5.3 No remuneration for the services provided by the

client is agreed upon.

6. Rendering and completion of services by

Solarpraxis

6.1 Unless agreed upon differently, all goods and

services are EXW Berlin (INCOTERMS 2010).

6.2 The project language for Solarpraxis services is

German. All documents and drawings shall be

delivered in the German language. Translations into

other languages are to be agreed upon in writing for

each respective case.

6.3 Solarpraxis and the client each shall name

contact persons for conducting each commission,

who are authorized to issue binding statements. At

regular intervals, Solarpraxis and the client shall

conduct discussions in order to optimize their

cooperation and to coordinate resource requirements

as early as possible.

6.4 Solarpraxis shall put only qualified and

specialized personnel (employees as well as freelance

personnel of Solarpraxis) in charge of providing the

services. Unless stipulated differently in writing, the

client is not entitled to demand that the services be

provided by particular individuals or employees.

6.5 In the absence of any different agreements, the

regular daily deployment time of personnel shall be

eight hours. Upon request by the client, Solarpraxis

will – for a limited time period – make available

additional personnel or offer longer daily deployment

times, in order to meet the interests of the client to a

satisfactory degree. In this case, the particular

conditions and additional remuneration shall be

stipulated separately.

6.6 Solarpraxis may call upon qualified

subcontractors for the rendering of the services. In

this case Solarpraxis shall ensure that only qualified

personnel are deployed. The deployment of

subcontractors does not affect the responsibilities of

Solarpraxis.

7. Scope of services to be rendered; regulations and

statutes

7.1 If additional costs arise for Solarpraxis due to

incorrect or incomplete information or as a result of

hindered access or other circumstances, for which

Solarpraxis does not bear any responsibility,

Solarpraxis shall be entitled to reimbursement of the

these additional expenses and possibly to a

corresponding adjustment of the time schedule for

rendering the affected services of the respective

commission.

7.2 If the client submits a change of services to be

rendered, Solarpraxis shall within 7 days submit an

offer for the implementation of the desired changes

of services to be rendered. If Solarpraxis submits a

change in rendered services, it shall already at the

time of the submission of the change in rendered

services list the changes to the existing contractual

agreement that would be necessary in case of the

implementation of the changes. The agreed-upon

cost rates for calculating the added costs associated

with a change in rendered services shall be stipulated

by mutual agreement in accordance with the

compensation provided herein. The client shall

provide a decision in writing on whether to proceed

or not within 5 days from the receipt of an offer or a

change in rendered services.



7.3 Solarpraxis ensures that its services are in

compliance with all relevant laws, rules, regulations,

and standards at the time of the respective

commission. In the event that changes are

implemented after the order placement, Solarpraxis

and the client shall come to a mutual agreement

about necessary changes to the affected services.

7.4 In as far as changes of the abovementioned

nature affect the time schedule of the commission,

the time schedule shall be adapted in a mutually

agreeable manner. If necessary, Solarpraxis shall

present possible accelerating measures along with

any added expenses required to implement them.

8. Liability for defects

8.1 Solarpraxis warrants that it will render its

services in accordance with the accepted state of

technology at the time of order placement and that it

will render these services with the due care and

diligence of a professional engineering services firm

in the field of "renewable energy".

8.2 Apparent defects must be reported to

Solarpraxis by the client in writing immediately, but

no later than within two weeks after receipt of the

services; hidden defects must be reported

immediately after their discovery. If the client fails to

submit this written notice, all claims related to these

defects are excluded.

8.3 Defective services shall be reworked within a

reasonable time period at Solarpraxis' expense. If the

client does not provide the necessary time and

opportunity to perform the rectification of defects,

Solarpraxis shall be exempted from liability for any

consequences arising from this.

8.4 In the event that the rectification of defects fails,

the client may demand – allowing for exceptional

special cases considered by the laws – a reduction of

the fee or at their choice a rescission of contract. In

all other cases a right to reduction of fee is excluded.

8.5 Liability for defects is limited to claims that are

asserted within 18 months of the rendering of the

respective services. With respect to reworked or

replaced goods and services, liability shall be limited

to defects for which a complaint has been filed in

writing within 24 months of the start of the original

time limit. Upon expiration of the abovementioned

time limits all claims of the client will fall under the

statute of limitations. Claims for damages are subject

to the statutory time limits.

9. Joint and several liability

9.1 Claims for damages by the client that are based

upon ordinary negligent violations of the contractual,

pre-contractual, post-contractual, or statutory

obligations of Solarpraxis are excluded regardless of

the legal basis or the nature or extent of the arisen

damages. In the event of culpable fundamental

violation of contractual obligations, Solarpraxis shall

be liable even in case of ordinary negligence, however

liability shall be limited to the damage reasonably

foreseeable for the particular contract.

9.2 For damages caused to anything not comprised

in the object of performance, Solarpraxis cannot be

held responsible – regardless of the particular legal

basis, except:

9.2.1 in case of intent and gross negligence,

9.2.2 in case of culpable injury to life, body, or

health,

9.2.3 in case of malicious silence regarding defects,

or for defects that were guaranteed to be absent,

9.2.4 in case of defects of the object of performance,

in as far as product liability laws stipulate liability for

personal injury and property damage on privately

used objects.

9.3 The limiting conditions of this clause 9 are also

applicable for any claims put forward by the client in

regard to expenditures. Any further-reaching claims

for damages are excluded.

10. Confidentiality

10.1 Solarpraxis and the client undertake to treat all

confidential information in a confidential manner as

described in the following. "Confidential Information"

as understood in the context of this commission are

all technical, business, or other information that

relate to technology, engineering know-how,

chemical processes or substances, ideas or sketches,

technical drawings, discoveries in material science,

patent documents, experimental reports, samples,

collaboration partners or clients or suppliers,

marketing or branding strategies, plans or other

business or company secrets of the respective other

party that were directly or indirectly transmitted or

made available by Solarpraxis to the client (and in

reverse) in oral, written, graphical, or other manner.

All Confidential Information must be treated in strict

confidence by the receiving party and unconditionally

must be kept secret from third parties. The receiving

party also is not permitted to pass on any

Confidential Information to third parties in amended

form or to change, exploit, or further develop the

Confidential Information for the receiving party’s

own scientific or commercial purposes.

10.2 The following types of information are not

considered Confidential Information:

(a) information that demonstrably is made available

to the receiving party by a third party without

violation of this agreement, or



(b) information that demonstrably already was

known or accessible to the receiving party, or

(c) information that demonstrably at the time of

receipt already was public knowledge or publicly

accessible, and/or subsequently became publicly

accessible without any violation of this agreement or

any other obligation to maintain secrecy.

10.3 All of the Confidential Information made

accessible to the receiving party in any shape or form

shall remain the property of the respective other

party. Unless agreed upon differently, the receiving

party shall - upon request from the other party, but

no later than one year after completion of the

commission – return to the providing party without

charge the entirety of the written Confidential

Information including any generated copies as well

as data carriers including the source program.

10.4 The receiving party may not infer any licensing

or patent rights for itself from the receipt of the

Confidential Information, unless this is agreed upon

separately in writing. Any type of copyright

compensation is considered paid and settled as part

of the commission.

10.5 The obligation to maintain secrecy is in force

during the term of the commission and for a period

of two years afterwards.

11. Industrial property rights

11.1 If during the performance of the order

Solarpraxis utilizes patents, utility models, or other

industrial property rights, or in as far as industrial

property rights are affected by the performance of

the contract, then Solarpraxis assures the client of its

rights to use and pass on these rights within the

context of the project. Solarpraxis has the choice of

either securing at its own expense a right of use for

the client or of changing the services so that no

property rights are infringed upon but the services

still meet the agreed-upon specification.

11.2 If any secret or valuable technical discoveries,

information, expertise ("Know-how"), or patentable

inventions ("Inventions") are developed during the

rendering of the services by Solarpraxis, all rights to

the Know-how or the Inventions shall fall to the party

that has made the Inventions or has obtained the

Know-how. The respective other party is granted a

free-of-charge, non-exclusive, and non-transferrable

right of use for the purpose of this order.

11.3 If the scope of rendered services comprises

software, the client shall be granted a nonexclusive

right to use the supplied software including its

documentation. The provided software is to be

utilized on the products provided for that purpose.

Using the software on more than one system is not

permissible.

11.4 The client may revise or translate the software

to the legally permitted degree and may convert from

object code to source code. All other rights in the

software remain the property of Solarpraxis or the

respective software supplier. The granting of

sublicenses is not permitted.

11.5 The client shall use the service provided by

Solarpraxis exclusively for his own purposes. In as far

as results of work performed by Solarpraxis are

subject to copyright protection, Solarpraxis shall

retain its authorship while the client shall be granted

a non-exclusive and not-transferable right of use of

these results.

12. Applicable law and place of jurisdiction

12.1 The legal relations of the parties are subject

exclusively to the laws of the Federal Republic of

Germany with the exclusion of private international

law. Application of the UN Convention on Contracts

(CISG) is also excluded.

12.2 Place of jurisdiction for all disputes is Berlin.

Solarpraxis retains the right to also file suit in any

location where the laws provide jurisdiction for the

client.

13. Assignment of rights

Both the client and Solarpraxis can only assign their

contractual rights to third parties by mutual consent.

Assignment of Solarpraxis’ claims for payment is

permissible for financing purposes.

14. Other stipulations

14.1 In the event that binding law prohibits the

application of individual stipulations, the validity of

the remaining stipulations shall not be affected.

14.2 Solarpraxis hereby expressly objects to any

general standard terms and conditions that may be

forwarded by the client. Amendments or

supplements to these stipulations and to possible

other agreements between the parties require the

written form to reach effectiveness.