The following terms and conditions shown below constitute integral elements of our contracts. Amendments shall only be valid if they have been agreed in writing. The customer's terms and conditions of business shall, if they differ from these terms and conditions, be regarded as having been rejected and shall not apply.
Our offers shall be subject to change without notice, if no binding period is included in the offer.
The Contractor shall undertake to keep secret all the Principal's business matters and to place his employees under a corresponding undertaking.
1.2 Poaching staff
Neither Party is allowed to poach the employees of the other Party.
1.3 Liability for CAD/CAE systems
In so far as CAD/CAE systems of the Contractor are used in the course of the order, or such systems are rented out to the Principal for use, the Principal shall be liable for all direct and also indirect damages incurred as a result of the systems being handled improperly, as well as for the loss, destruction, ruin as well as any damage to the systems used in the course of the order. This shall not apply if the impairment is caused by an employee of the Contractor.
1.4 Terms of Payment
The invoices are to be settled immediately upon receipt straight net cash, unless an arrangement is made otherwise in a given instance.
1.5 Place of fulfilment, Place of jurisdiction
The place of fulfilment is Ismaning, the place of jurisdiction is Munich.
1.6 Partial validity clause
Should a provision of contracts entered into on the basis of these general terms and conditions of business be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.
The Parties to the contract shall instead agree in such a case to replace the invalid or unenforceable provision with one which is valid and enforceable and which, as far as possible, has the same spirit and purpose as the provision being replaced.
2. The following shall apply for Personnel Leasing Contracts:
2.1 Management, Supervision, Liability, Right to pass out instructions
The employees sent by AGENS-Engineering GmbH to the Principal's works shall be subject to the Principal's management, supervision and shall have to follow his instructions. With regard to this fact that while is he working for the Principal the employee shall not be liable for damage he causes. It shall be regarded as having been expressly agreed that the employee shall be exempted by the Principal in connection with all claims asserted by third persons in connection with the work being carried out by our employee. In spite of this fact, no employer-employee relationship shall exist between the dispatched employee and the customer's works, i.e. the Contractor alone shall have the right to exercise the Principal's right under labour law to issue instructions to the employee.
2.2 Exceptional circumstances
In so far as exceptional circumstances arise, the Contractor may postpone the provision of employees or withdraw from part or all of the contract. In these cases the Principal shall not be able to assert a compensation claim for damages.
2.3 Professional suitability
The Contractor has checked the employee's professional suitability. He shall only be provided to the Principal to carry out the work provided for in the order.
Performances are to be settled at agreed hourly rates based on time sheets signed by the Principal.
2.5 Length of assignment, working hours
The length of assignment and the daily / weekly working hours of the employee shall be determined by the provisions of the version of the German Personnel Leasing Act in force at that time.
2.6 Notification duty
In accordance with Section 28 a Para 4 of the German Social Security Code [SGB] IV the Principal shall be obliged to report the beginning and end of the leasing arrangement. The information required for this shall be provided by the Contractor in corresponding printed sheets.
2.7 Accidents at work
If there is an accident at work the Principal shall have to notify the Contractor immediately.
In the event of a legal strike in the Principal's works, the Contractor shall not provide any staff.
2.9 Notice period
The period of notice required from both Parties is 14 days.
2.10 Agency services
If, during the assignment of an employee to him or within a period of time of less than three months from the end of the assignment, the Principal enters into a contract of employment with an employee sent to him, and the said contract is associated with the skills and work of the employee designated in the leasing agreement, this shall consequently be regarded as an agency service. For each individual case the Contractor shall invoice the Principal a fee for the sum of EUR 10,000.00 plus value added tax. This sum shall be payable in full immediately when the contract of employment is signed.
3. The following shall apply for Contracts for Services (Sections 631 et seq. of the German Civil Code [BGB]):
3.1 Object of performance
The Contractor shall carry out planning, documentation, design, development work and provide training and consultancy services for the Principal. The object of performance, scope and time of the performance shall be laid down in writing in a project contract between the Principal and the Contractor before an order is carried out.
3.2 Place of performance
Work on the order shall be carried out in the Contractor's technical offices. An agreement may be reached that the work is to be carried out in the Principal's works, if working documents cannot be given out and / or if technical discussions have to be conducted or if agreements have to be reached continually.
3.3 Carrying out the order
The Principal shall specify the technical, works-specific and other specifications and guidelines required for carrying out the orders. The Contractor shall bear the responsibility for carrying out the order and for it being successful.
3.4 Right to pass out instructions
Familiarisation, training and supervision of his assistants shall be incumbent upon the Contractor alone, even if the order is carried out in the Principal's works. The Principal's right to pass out order-related instructions on how the work is to be carried out concerning the results of the work shall not be affected by this.
3.5 Performance progress
The progress in performance made shall be confirmed by the Principal adding his signature to the project progress reports submitted to him. Upon completion of the order, an acceptance record to be signed by the Principal and Contractor is to be prepared. The same shall apply for stand-alone part-performances.
Prices may be agreed as a fixed price, as a guideline price, by hours worked or by measure-up. As a matter of principal value added tax shall have to be paid in addition. Settlement shall be made in stages commensurate with progress in performance, which are to be agreed separately in each project-based order. Moreover, the Contractor's price lists in force at that time shall apply.
If the Contractor's performance is flawed with defects, the Principal's claims under warranty shall be defined by the statutory regulations. On the other hand, compensation claims for damages - regardless of whatever legal reason upon which they are based - are inadmissible, unless the damage is based upon a breach of contract caused by the intent or gross negligence of the Contractor or one of his assistants.
3.8 Liability, legal liability
The Contractor has covered his legal liability risk by taking out a liability insurance policy proving cover for personal injury, property damage and financial loss of between EUR 2,500,000 and EUR 3,500,000 in each case. No liability in excess of these amounts will be admitted.
All the documents made available by the Principal for the execution of the contract are owned solely and without restriction by the Principal.
3.10 Suggestions for improvements, Inventions
If any inventions or suggestions for improvements are made by the Contractor's employees when carrying out individual orders, the Contractor shall, upon being called to do so by the Principal, be obliged to claim the invention in part or in full and to transfer the resultant rights concurrently in return for exemption from any financial obligation towards his employees which may possibly result from an employee invention over to the Principal. The German Employee Invention Act shall apply accordingly.
3.11 Discontinuation of the order
If the order is discontinued, the scope of performance rendered up until then shall be invoiced. Claims over and above this shall not be affected.