1. General Provisions
- These General Terms and Conditions form integral part of all our contracts and agreements and apply to any and all services performed by us on behalf of the Customer.
- No contrary or complementary terms and conditions of the Customer shall apply, unless explicitly accepted by SCE. The acceptance of such contrary or complementary terms and conditions shall be subject to written form.
- Unless otherwise agreed, offers shall be binding for 30 days from the date of issuance (date of offer).
- Submission of an offer may take place in electronic form (pdf-format) or as a hard copy. No collateral clauses, agreements or amendments deviating from the offer shall be valid unless laid down in writing and separately indicated in the purchase order.
3. Purchase Order and Scope of Services
- Purpose and scope of the contract, as well as deadlines for performance of services shall be specified in writing in the Customer’s order confirmation.
- No agreements, covenants or collateral clauses made orally, by phone or by any employees shall valid unless acknowledged in writing by SCE.
- The subject matter of the contract shall consist of any kind of engineering activities and services, in particular of the dimensioning and design of concrete components.
- SCE shall be entitled to payment of a remuneration. The amount of remuneration depends on the explicit agreement.
- The fee can be determined as a flat rate or according to actual evidence (time sheets, stage of completion).
- Unless otherwise agreed, the fee / invoicing / hourly rates are based on the Fee Structure for Architects and Engineers (HOAI) in the version being valid at the time of performance of the services.
- Fixed rates may be agreed for certain, frequently recurring services according to the schedule of fees being valid from time to time.
- The expenditure of time required for business trips, on-site consulting, lectures and site visits will be charged to the Customer. Furthermore, travelling expenses, as well as out-of-pocket expenses and subsistence allowance etc. will be debited to the Customer. As far as overtime work, work at night, on Saturdays, Sundays or public holidays is required, the fees shall be increased by 100 %.
5. Payment / Delay in Payment
- Invoices shall be payable within 14 days after dispatch. Without prejudice to any contrary provision specified by the Customer (orderer), payments are set off against the oldest debts and invoices.
- The Customer (orderer) has no right of retention with regard to our accounts receivable. A setoff against counterclaims is only possible, if the latter are undisputed by us and are legally established.
- All our accounts receivable shall immediately fall due, if the terms of payment are not observed or if, after conclusion of the contract, we become aware of an essential aggravation of the financial situation of the Customer (orderer). In such a case, we are also entitled to perform any pending services against prepayment or provision of a guarantee, only. If such prepayments or guarantees are not provided within the agreed periods, SCE may withdraw from the contract after expiry of an adequate period of grace.
Reproduction of documents, designs, dimensioning and expert opinions is only permitted in unabridged form; any reproduction and handing over of extracts, as well as any unabridged publication shall be subject to the prior, express and written approval of SCE.
7. Warranty, Damages, Liability
- Claims for damages can only be asserted after filing a written notice of defects within 10 days from the performance of the service. Any claims for price reduction shall be excluded. Claims for rework, rectification or addition of any lacking elements or parts shall be satisfied by SCE within an adequate period of time. No claim for damages due to delayed performance may be asserted within such period of time.
- SCE shall be liable for defective services according to the statutory provisions (Section 633 ff. German Civil Code). SCE shall not be liable for any contents of services made available by the Customer / orderer. In particular, SCE shall not be obliged to check, whether the contents constitute a potential infringement of rights. In case SCE should be held liable by third parties for any potential infringements of law resulting from the contents of the services, the Customer undertakes to hold SCE harmless from any liability towards third parties and from the costs incurred by SCE on account of a potential infringement.
- No liability can be assumed for completeness and accuracy of the data determined and of the evaluations or analyses carried out by SCE.
- The liability of SCE, its bodies and employees shall be limited to intentional or grossly negligent malpractice or violation of the duty of care. This does not apply to damages based on an injury to life, body or health or on the breach of essential contractual obligations. Furthermore, the liability is limited to the compensation of the direct damage and with regard to the sum, to the respective sum insured of the liability insurance taken out by SCE.
- No liability is assumed for any oral information.
- SCE shall not be liable for any claims for damages asserted by third parties.
- The Customers explicitly exempt SCE from such claims.
- Any claims or claims for damages against SCE, which are based on positive breach of contract, culpa in contrahendo or tort, shall be excluded.
9. Place of Performance and Jurisdiction
- The registered office of SCE shall be the place of performance.
- Hamm shall be the place of jurisdiction for all disputes arising out of this contractual relationship. This contract shall exclusively be subject to German law.
10. Final Provisions
- The Customer / orderer shall not be entitled to assign any rights or obligations resulting from this Contract to any third parties without consent.
- In case of invalidity of any of the terms set forth hereinabove, such invalidity shall not affect the validity of the remaining clauses. The invalid clause shall be replaced by another clause mutually agreed by the parties, which economically and with regard to the intention comes closest to the invalid clause.
- No oral collateral agreements have been made. No modifications of the GTC shall be valid unless laid down in writing. This written form requirement shall also apply to the modification of this provision.
As of 12th Jan. 2010