General Terms and Conditions

1. Scope of Application

1.1 EUtech Scientific Engineering GmbH (hereinafter “EUtech”) provides all services, sales, and deliveries exclusively in accordance with the General Terms and Conditions set forth below. Any deviating provisions, in particular the customer’s terms and conditions of purchase, shall only become part of the contract if this is expressly agreed in writing. Otherwise, such provisions are hereby expressly rejected. All legal relationships between EUtech and the customer, including future ones, are governed by EUtech’s Terms and Conditions in their currently valid form.

1.2 If framework agreements have been concluded between the parties, these shall take precedence. Where no specific provisions have been made, they shall be supplemented by these Terms and Conditions.

2. Formation and Scope of the Contract

2.1 The subject matter of the contract is the service agreed upon in our offer and the order confirmation. The order will be carried out in accordance with the principles of proper professional practice, exercising due care and applying state-of-the-art technology. The contract is governed exclusively by the laws and regulations of Germany. If the legal situation changes after a final statement has been issued, EUtech is not obligated to notify the customer of such changes or the resulting consequences.

2.2 Unless otherwise agreed in writing, EUtech’s quotations are always subject to change and non-binding. Orders are finalized upon written confirmation by EUtech. An order is deemed to have been placed if, prior to reaching agreement on all points of an order and with the customer’s knowledge, we begin executing the order without the customer objecting.

2.3 EUtech is entitled to continuously further develop its products and services and to make technical changes, provided that such changes serve to expand or improve the functionality of the product or service or do not restrict it.

2.4 The conclusion of the contract may be made contingent upon the customer providing a security deposit.

3. Intellectual Property Rights

3.1 EUtech uses proprietary know-how—some of which has been developed over many years—to fulfill its contractual obligations. The customer shall ensure that the products and services created by EUtech within the scope of the order are used solely for the customer’s own purposes.

3.2 Our offers, as well as all information, documents, items, samples, and prototypes provided to the customer for the purpose of reviewing the offer, remain our property under copyright law and may not be used for the customer’s own purposes or made available to third parties.

3.3 EUtech’s employees are highly qualified and specially trained to provide sophisticated technical services. Therefore, should the customer hire an EUtech employee who was assigned to this task during the performance of the services or within a period of 12 months following the completion of the services, the customer agrees to pay EUtech an amount equal to 25% of that employee’s gross annual salary. This amount is due upon the commencement of the employee’s employment with the customer.

4. Software

4.1 If software is included in the scope of contractual services and unless otherwise expressly agreed, the source code shall remain the property of EUtech. In return, EUtech undertakes to store it securely and, at the customer’s request, to immediately remedy any software malfunctions that can be resolved only by accessing the source code.

4.2 If the delivery of the source code has been explicitly agreed upon, the customer undertakes not to disclose the source code or the know-how contained therein to third parties. The source code may only be modified for the purpose of further development or improvement as contractually agreed. Use for any other purposes, including internal ones, is not permitted.

4.3 The customer is not permitted to rent, lend, or resell software products to third parties without the explicit consent of EUtech.

4.4 EUtech assumes no liability for the error-free operation of the software. The warranty and guarantee of error-free operation are limited to the basic usability of the software as defined in the contract or the program description.

5. Information and Involvement of Third Parties

5.1 EUtech’s services are provided exclusively on the basis of the information provided by the customer. The customer must ensure that EUtech has access to all relevant information required for the services or deemed necessary by EUtech. EUtech may store this information and use it to fulfill the order.

5.2 EUtech may, without restriction, engage third parties to perform its services and may disclose the information to such third parties. Such third parties and EUtech shall treat the customer’s information as confidential, unless it has otherwise become known in a legally permissible manner, is generally known, or is publicly available. EUtech will inform the customer accordingly in the event that third parties are engaged and information is disclosed.

5.3 Verbal statements and information provided by employees or engaged third parties are always non-binding if they are made outside the scope of the assigned order or if the provision of the service has been agreed upon in writing.

6. Shipping and Transfer of Risk

6.1 An agreed-upon shipment to the customer—even if the shipment is carried out using our own vehicles and/or employees—does not constitute an obligation to deliver in person, but only an obligation to ship. Insurance covering the shipment against damage in transit is provided only at the customer’s request and at the customer’s expense.

6.2 If the shipment is ready for dispatch and, after the agreed delivery date, shipment or pickup is delayed for reasons beyond our control, the risk shall pass to the customer upon receipt of the notice that the shipment is ready for dispatch. In this case, we are entitled to store the delivery at the customer’s expense. The costs amount to at least 0.5% of the delivery price for each month or portion thereof. Once the risk of performance and price has passed, we are liable only in cases of willful misconduct and gross negligence. Any further rights on our part remain unaffected.

7. Installation

7.1 If we perform installation work at the customer’s premises, the customer shall, at its own expense and in a timely manner, provide all necessary conditions for installation and setup, in particular (a) any equipment and tools required due to the specific conditions on site, such as scaffolding, hoisting equipment, and the like, (b) power, water, and compressed air, including connections, heating, and lighting; (c) suitable rooms for the storage of the delivered goods, other materials, and tools, etc.; and (d) protective clothing and safety equipment required due to the specific circumstances of the installation site.

7.2 Prior to the start of installation, the Customer must, without being asked, provide all information regarding concealed electrical, gas, and water lines or similar systems, as well as any necessary structural or other relevant information.

7.3 If the installation or commissioning is delayed due to circumstances beyond our control, the Customer shall bear, to a reasonable extent, the costs for the waiting period, other costs incurred, and any additional travel required.

7.4 If we request acceptance of the delivery and services upon completion, the customer must carry out such acceptance within two weeks. If this does not occur, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery or service—if applicable, after completion of the testing phase—has been put into use.

8. Prices and Terms of Payment

8.1 In addition to the agreed-upon prices, the applicable statutory value-added tax will be charged. Our prices do not include shipping or other ancillary costs.

8.2 Unless otherwise agreed, invoices for services rendered will be issued monthly. The invoice amount is payable without deductions within ten days of receipt of the invoice.

8.3 We reserve the right to correct typographical errors and obvious calculation errors.

8.4 Objections must be raised immediately, no later than one week after receipt of the invoice; later complaints are excluded. This does not affect the due date of the total amount.

8.5 Interest on late payments at a rate of one percent (1%) per month, calculated from the due date, is deemed agreed upon.

9. Retention of Title

9.1 We reserve title to all contractual goods delivered to the customer until the purchase price, including ancillary claims (bill of exchange costs, interest, etc.), has been paid in full and all outstanding amounts owed by the customer arising from the business relationship have been settled in full.

9.2 If the customer defaults on its payment obligations under the contract or on other material contractual obligations toward us, we are entitled to immediately reclaim the goods subject to retention of title.

10. Rectification of Defects

10.1 In the event of any defects, the customer is entitled to rectification by EUtech. The customer shall cooperate to the best of its ability in the rectification process. Only if the subsequent performance fails may the customer also demand a reduction in the purchase price or rescission of the contract. To the extent that claims for damages exist beyond this, § 10 (Liability) expressly applies, which contains an exhaustive provision in this regard.

10.2 The customer must assert the claim for rectification of defects in writing without delay. Claims under paragraph 1 that are not based on an intentional act are barred by the statute of limitations one year after the statutory commencement of the limitation period.

11. Liability

11.1 The customer’s right to claim damages is limited to cases of willful misconduct, gross negligence, negligent breach of material contractual obligations, and fraudulent concealment of defects.

11.2 In any event, the claim is limited to the amount of the contract value.

11.3 Further claims for damages, in particular liability for indirect and consequential damages, are excluded. To the extent that claims for damages exist against EUtech, they shall be barred by the statute of limitations one year after the services have been rendered.

12. General Provisions

12.1 The place of performance and venue is Aachen. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 Side agreements shall generally only be effective if they are made in writing. Amendments and/or additions must be made in writing. This also applies to any waiver of the written form requirement itself.

12.3 Should any provision of these Terms and Conditions be or become unenforceable or invalid, or should the Terms and Conditions contain a gap, the validity of the remaining provisions shall remain unaffected. In place of the unenforceable or invalid provision, a valid provision that most closely reflects the intent of the parties shall be deemed to have been agreed upon; the same applies in the event of a gap.

12.4 Should any provision in other agreements concluded between the parties be or become unenforceable or invalid, or should such agreements contain a gap, the foregoing shall apply accordingly.