Disclaimer & GTC

szs engineering GmbH
Robert Bosch Str. 11
D-63225 Langen

Gerichtsstand: Amtsgericht Langen HRB 34812
Sitz der Gesellschaft: Langen
USt.IdNr.: DE 216 625 543

Geschäftsführer: Dipl. Ing. Klaus Zehaczek

Tel.: 06103 – 310 370
Fax: 06103 – 310 37 20

E-Mail: info@szs.de
URL: http://www.szs.de
 

General Terms of Business

1. The following General Terms and Conditions shall apply to Secondment Contracts:

1.1 Direction, supervision, liability and right of instruction
The employee seconded to Buyer’s premises by Contractor shall at all times during the period of secondment work under the direction, supervision and control of Buyer. Accordingly, the Contractor shall not be liable for any damage caused by the Seconded Employee in the course of performing the duties assigned to him at Buyer’s premises. Buyer expressly agrees to indemnify, defend and hold Contractor harmless against any and all claims asserted by third parties in connection with the work performed by the Seconded Employee. Notwithstanding the above, the secondment shall not be construed to create an employment relationship between the Seconded Employee and Buyer, i.e. the right of instruction deriving from the Labour Legislation shall reside exclusively with Contractor.

1.2 Overtime
In the case of work under aggravated conditions such as special radiation protection requirements or elevated noise levels and air pollution, Contractor will charge a supplement of 5% on the standard hourly rate. Normal working hours shall be deemed to be the normal hours worked at Buyer’s organization as defined in Buyer’s working time regulations provided that they are within the limits laid down in the collective bargaining agreement. Times travelled in connection with business trips will be billed as normal working hours.

1.3 Extraordinary Circumstances
Should extraordinary circumstances arise, Contractor shall have the right to defer the secondment of employees or rescind – in whole or in part – from the Contract. Damages shall be expressly excluded in such a case.

1.4 Professional Qualification
Contractor has verified the professional qualification of the Seconded Employee. The Seconded Employee will be seconded to Buyer exclusively for providing the services set out in the Contract.

1.5 Billing
The services will be billed on the basis of the agreed hourly rates against the time sheets signed off by Buyer.

1.6 Collection of Payments
The Seconded Employee has no authority to collect payments due to Contractor. Contractor shall not be liable for any loss or damage incurred by Buyer as a result of the Seconded Employee being entrusted with the handling of monetary or similar matters.

1.7 Work Accident
Buyer undertakes to promptly notify Contractor in the case of a work accident.

1.8 Strike
Contractor will not second any employees in the case of a legal strike at the Buyer’s site.

1.9 Notice period
Both parties shall observe a notice period of 14 days to the end of the month.

1.10 Placement
Should Buyer conclude an employment contract with the Seconded Employee during the period of secondment or within a period of less than three months after expiry of the period of secondment and should this employment contract relate to the employee’s skills and activities stated in the Secondment Contract, this shall be deemed to be a placement. In each such a case, Contractor will invoice a fee in the amount of 3 monthly salaries plus statutory value-added tax to Buyer. This fee shall become due and payable without any deductions on execution of the employment contract between the Seconded Employee and Buyer.
 

2. The following General Terms and Conditions shall apply to Contracts for Work and Services (§§ 631 German Civil Code):

2.1 Subject matter of contract
Contractor will provide engineering, documentation, design and development services on behalf of Buyer. The type and scope of services to be provided and the period of service provision shall be agreed in writing between Buyer and Contractor before the commencement of job execution.

2.2 Place of Performance
The services will be provided at Contractor’s engineering office. Where working documents cannot be made available by Buyer for confidentiality reasons and/or where ongoing technical meetings and technical coordination are required, Contractor and Buyer may agree complete or partial job execution at Buyer’s premises.

2.3 Job Execution
Buyer shall specify the technical, company-specific and other relevant data required for job execution as well as the procedures to be observed. The responsibility for job execution and performance shall rest with Contractor.

2.4 Right of Instruction
Regardless of whether or not the job is executed at the Buyer’s premises, the induction, day-to-day direction and supervision of Contractor’s agents shall be the exclusive responsibility of Contractor. Buyer’s right to give job-specific and result-related work instructions shall remain unaffected thereby.

2.5 Work Progress
Buyer shall confirm the work progress by signing the project progress reports submitted to him. After completion of the job or individual self-contained work packages, Buyer and Contractor shall prepare an acceptance report to be signed by both parties.

2.6 Compensation
Compensation may be agreed on a fixed price, budget price, hourly rate or quantity survey basis. As a matter of principle, all rates and prices shall be understood exclusive of statutory value-added tax. Services provided under Contracts for Work and Services shall be billed according to work progress or in monthly instalments.

2.7 Liability for Defects
Should the services provided by Contractor exhibit defects, Buyer shall be entitled to the remedies provided for by law. Claims for damages – for whatever legal reason – shall, however, be expressly excluded unless the damage is attributable to a wilful act, gross negligence or a breach of contract on the part of the Contractor or one of his agents.

2.8 Liability, Third-party Liability Insurance
Contractor maintains a third-party liability insurance policy covering personal injury and property damage with aggregate limits of EUR 2.5 million per occasion. Any liability in excess of the aggregate limits stated above shall be expressly excluded.

2.9 Improvements, inventions
In the case of any service inventions or technical improvements made or proposed by Contractor’s employees in the course of the execution of the individual jobs, Contractor shall – upon Buyer’s request – claim such service invention by means of a limited or unlimited claim and transfer the resulting rights concurrently to Buyer, while discharging Buyer from any financial obligations vis-à-vis Contractor’s employees resulting from such service invention. The German Employee Invention Act shall apply.
 

3. Furthermore, the following General Terms and Conditions shall apply to Secondment Contracts and Contracts for Work and Services:

3.1 General
Any amendments to the contractual terms and conditions shall only be valid if made in writing. The terms and conditions stated above and in the following shall apply to the exclusion of the Buyer’s General Conditions of Sale or Purchase. Any additional or different terms proposed by Buyer with reference to his General Terms and Conditions of Purchase in the course of the correspondence exchanged in connection with the Contract shall not be binding on us and shall be expressly excluded. Unless a validity period is indicated in our offer, our offers shall be non-binding and subject to change.

3.2 Confidentiality
Contractor undertakes to observe strict confidentiality with regard to all business matters of Buyer coming to his knowledge in the course of job execution and to put his employees under a corresponding confidentiality obligation.

3.3 Enticement
Buyer expressly undertakes to refrain from enticing Contractor’s employees. In the case of non-observance of this provision, a placement fee in the amount of 3 monthly salaries shall be payable by Buyer.

3.4 Liability for CAD systems
To the extent Contractor’s CAD systems are used for job execution or leased to Buyer for use in job execution, Buyer shall be liable for both any damage to the system software resulting from improper operation and loss, destruction of and any physical damage to the CAD system used for the execution of the job. This shall not apply if the damage was caused by an employee of Contractor.

3.5 Terms of Payment
Invoices shall be payable net cash within the payment term indicated.

3.6 Place of Performance, Jurisdiction, Applicable Law
These General Terms and Conditions shall be governed by German law to the exclusion of the conflict of law rules. The place of performance and jurisdiction shall be Langen.

3.7 Severability
Should one of the provisions of the contracts concluded on the basis of these General Terms and Conditions be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby.
In such a case, Buyer and Contractor agree to replace the invalid and unenforceable provision by a valid and enforceable one which serves best the economic interest of the contracting parties originally pursued by the invalid or unenforceable provision.

3.8 Cancellation of contract
Should the contract be cancelled, Contractor will invoice the services provided up to the date of cancellation. Any further rights and legal remedies available to Contractor shall remain unaffected thereby.

3.9 Deployment at Construction Sites
The following terms and conditions shall apply if Contractor’s employees are deployed at construction sites by Buyer.
The maximum working time shall be 50 hours per week. Any hours worked beyond the maximum weekly working time shall be subject to a 25 % surcharge for work on weekdays and a 100% surcharge for work on Sundays and holidays.
Trips to the site with company cars will be invoiced at EUR 0.50/km. Airline or railway tickets shall be for Buyer’s account.
Accommodation may be provided by Buyer, provided that it is in a clean and orderly state. If this is not the case, Contractor shall be entitled to procure accommodation for his employees and re-charge the associated costs to Buyer. Any allowances and other transport costs (taxi) will be invoiced as incurred.

3.10 Indirect damage
No party shall be liable for indirect or consequential damage.

Data privacy provisions

The content of this website and all information provided herein are non-binding. Whilst the sites’ content has been carefully reviewed, szs engineering GmbH makes no representations or warranties of any kind about its accuracy, correctness and completeness.
The content of this website shall not give rise to any legal claims. Any errors in the site’s content will be promptly corrected as soon as they come to our knowledge. Due to the time delay involved in updating the website, its content cannot be current at all times.
Links to third-party websites are not permanently monitored. We do not assume any responsibility or liability whatsoever for the content of linked or referenced websites and expressly distance ourselves from the content of such sites. The inclusion on this website of any link or reference to another website does not constitute or imply a recommendation.

Copyrights and other proprietary rights
The content of this website is protected by copyright. No copy of the information provided on this website may be stored on any computer for purposes other than non-commercial, personal and internal use.
Graphics, texts, logos, photographs, program codes etc. may not be uploaded, reproduced, copied, changed, modified, published, distributed, transmitted or exploited in any other form whatsoever without szs engineering GmbH’s prior written consent.
The company names listed in the project references may be registered trademarks or brands. Unauthorized use may lead to damage claims, claims for injunctive relief and prosecution under criminal law.

Disclaimer of liability
szs engineering GmbH disclaims any liability for loss or damage including, without limitation, direct consequential damage, data loss, loss of profit, system and production losses arising from the use of this website or the uploading of data contained therein.
This limitation of liability does not apply to the extent that such damage or loss is attributable to willful misconduct or gross negligence. These disclaimers and exclusions shall be governed by and construed in accordance with the law of the Federal Republic of Germany.

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Design and realisation

Agentur Langohr
Liebfrauenstraße 103
64289 Darmstadt

Web: www.daslangohr.de
E-Mail: info@daslangohr.de

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