General terms of business to implement a service provider contract inplanning and construction work
Services are remunerated corresponding to the contractually established fixed prices or expenditure of time. Hourly rates agreed upon do not include value added tax. This has to be compensated separately for the customer. Project consultations with the customer are basically calculated per time spent. Travel costs and expenses are agreed to according to the taxation guidelines. The remuneration is agreed to based on the respectively valid rates or legal regulations. In the case of changes to pay scale salaries or accommodation allowances or other changes that have a financial impact on labor costs for the contractor, the contractor has the right to adjust the remuneration correspondingly for the changed circumstances.
§2 Terms of payment
For a fixed price agreement, monthly advance payments are to be paid toward the fixed price and are due on the first calendar day of each month, starting on the first of such after the beginning of the contract. The amount of the monthly advance payment depends on verification countersigned by the customer. Any deviation therefrom requires special, written agreement. At the start of the implementation of the contract by the customer, the customer should make advance payments in the amount of one-third of the agreed, fixed price. This advance payment is offset with the advance payments that become due monthly. For contractor remuneration according to agreed hourly rates, the contractor is entitled to invoice for rendered services every 14 days by means of intermediate invoicing and to demand advance payments from the customer. Intermediate invoices are to be settled 14 days after receipt. After the contract has been implemented, the contractor will present a final invoice to the customer. This is to be settled within 14 days after receipt.
§3 Implementing the work, project leader
The contractor will name a responsible customer-project leader. He is responsible for the proper implementation of the work and for adhering to the safety regulations and the supervision of contractor personnel. Apportioning the work and the ways and means to implement it is the exclusive responsibility of the contractor, without prejudice to the right of the customer to monitor the transferred assignments for their implementation according to the contract.
If work is deficient, the customer must provide the contractor with the opportunity to improve the work. The customer can invoke legal remedy only following two fruitless attempts at improvement. The contractor, however, has to provide for a claim to indemnification only for such deficiencies that are actually directly inherent to the work, while compensation for indirect damages and compensation for consequential damages are ruled out, unless the contractor or his vicarious agents acted with gross negligence or willful intent.
§5 Tortious liability
The contractor is liable, within the framework of the legal regulations, for all damage that is caused by him or his vicarious agents. Liability, however, is limited in amount according to the scope of the contractor’s general business liability insurance (two-million euro), unless the issue concerns gross negligence or premeditation.
§6 Safety requirements
Contractor personnel must adhere exactly to the customer safety requirements. Additionally, the contractor must comply with the applicable legal accident prevention regulations as well as regulations by the trade supervisory board and other responsible authorities.
The contractor and his workforce are required to maintain absolute confidentiality.
§8 Retention of title
The contractor reserves property ownership for the development-, planning-, and construction documentation as well as models, including following acceptance, until complete payment of the agreed upon remuneration.
§9 Entrepreneurial lien
The employer, due to contractual requirements that result from the manufacture of a work for which he is responsible, has a lien on the development-, planning -, and construction documentation as well as customer models produced or changed by the contractor. The lien also exists if the items have remained in the possession of the purchaser.
According to §6 of the patent law (PatG), the inventor has a right to a patent. In the case of discoveries by an employee, there is a conflict between the employee’s original right of invention on the one hand and the claim of the employer to the results of the work on the other. A balance of interests is established, as the employer basically has a claim to the job-related invention, the employee, however, acquires a claim to remuneration as compensation. This is to be rendered by the employer.
§11 General Terms
If individual terms are not workable, then the validity of the remaining terms remains unaffected. Legal venue is the business headquarters of the contractor.