Terms and Conditions
of ASD Advanced Simulation & Design GmbH
as of 01.01.2020
1. Scope of services
The subject of the order is the service agreed in § 1 of the service contract or as per order, not a specific economic success. The order is carried out according to the principles of proper professional practice. The contractor is entitled to make use of expert persons to carry out the order. The service of the contractor is considered to have been completed when the work agreed in § 1 of the service contract or as per the order has been completed and the results have been presented in the specified form.
The contractual partners commit themselves to treat all internal company information and such information that is known to them within the scope of the project and expressly designated as confidential and is not generally known in any other way, in particular information about company and business secrets of the contractual partner, as confidential and not to pass it on to third parties without the agreement of the partners. Publications which are directly related to the subject matter of the contract must be agreed upon between the partners beforehand. The duty of confidentiality shall continue to exist after the termination of the contract and shall extend to all employees of the contractual partners. These must be contractually obliged to do so.
3. Cooperation obligation of the client
The client is obliged to support the contractor in the realization of the agreed services to the best of his ability, in particular to create free of charge all conditions in the area of his business sphere which are necessary for the proper execution of the order. The principal shall ensure that ASD is given access to all information, documents and premises necessary for the execution of the order upon request. The principal ensures that the persons he commissions and employees of ASD provide truthful, timely and complete information about all circumstances and processes that could be of importance for the execution of the order. Upon request of the contractor, the principal must confirm the completeness and correctness of the documents submitted as well as the information given and oral statements in a declaration formulated by the contractor.
The contractor shall carry out all work with the greatest care and in compliance with general principles specific to the industry. Insofar as the performance of the contractor is faulty, the customer is entitled to have it rectified. If the flaw cannot be corrected by repeated rectification, the customer is entitled to withdraw from the contract with regard to the defective services or to demand an appropriate reduction in the remuneration. The client must assert the claim for rectification of defects in writing without delay. Claims according to 4. become time-barred 6 months after delivery.
The liability of ASD GmbH is limited to damages caused intentionally or by gross negligence. In cases of slight negligence, the liability is limited to the amount of the remuneration. If the contractor is liable for any legal reason, liability for consequential damages is excluded in any case.
6. Secrecy / Property rights
The client guarantees that the documents produced by the contractor within the scope of the order are only used for his own purposes. Insofar as copyrights have arisen to the work results, these remain with the contractor. In this respect, the client shall receive the irrevocable, unrestricted, exclusive and non-transferable right of use of the work results. The contractor is entitled to inventions that arise during the realization of the agreed services by the contractor. A legal transfer of the inventions to the client is effected by agreement of an appropriate remuneration.
7. Failure to cooperate
If the client is in default with the acceptance of the services offered by the contractor or if the client fails to cooperate in spite of a reminder and setting of a deadline by the contractor, the contractor is entitled to terminate the contract without notice. The contractor retains a claim for compensation for the additional expenses incurred by him as a result of the contract as well as for the damage incurred.
The service agreement can be terminated at any time for good cause without notice, otherwise with a notice period of 14 days to the end of the month. If the client terminates the contract without good cause or if the contractor terminates the contract for good cause for which the client is responsible, the contractor shall retain the right to the full agreed remuneration. If the client terminates the contract for an important reason for which the contractor is not responsible, the contractor shall retain the claim to a part of the remuneration corresponding to his previous services.
9. Return of documents
After settlement of his claims arising from the performance contract, the contractor shall, upon request of the customer, return all documents to which the customer is entitled, which were handed over by the customer on the occasion of the execution of the order.
The client agrees to pay the agreed fee or price in § 3 of the service contract or according to the order with a payment term of 30 days. The agreed prices are valid for the period of 12 months.
The law of the Federal Republic of Germany shall apply exclusively. Amendments and supplements must be made in writing and must be expressly marked as such. Place of jurisdiction and place of performance is Rostock. All claims arising from the individual contract expire 6 months after its termination.