1. Scope 1.1 For all of our – including future – services and contract conclusions, the present terms and conditions are exclusively decisive. Any change to these terms and conditions must be confirmed in writing by us in order to be effective. 1.2 We do not recognize any terms that conflict with or deviate from our terms and conditions. Our terms and conditions also apply if we provide the services in the knowledge of conflicting or deviating terms and conditions of the customer. 2. Offers, Contracts 2.1 The offers of Feo Elektronik GmbH are always subject to change and non-binding, unless otherwise noted. In the latter case, offers are valid for 3 months, unless otherwise noted. 2.2 The offers describe the task for the service to be provided in terms of content and scope, the processing period and the development or service goal. 2.3 Offers that the customer confirms with or without changes or additions are only deemed to have been agreed upon with express written confirmation from Feo Elektronik GmbH. 3. Compensation 3.1 The remuneration is a fixed price agreed in writing, unless billing is expressly based on expenditure with a cost ceiling. All prices are net plus statutory VAT. 4. Payments 4.1 Payments are to be made within the agreed payment period, otherwise within 14 days without any deductions from the invoice date or the date of the payment request. Payments are to be made to the accounts of Feo Elektronik GmbH, stating the invoice number. 4.2 In the case of larger orders, appropriate advance payments and payment installments can be agreed. They are then due according to the agreed payment plan. 4.3 Offsetting against the claims of Feo Elektronik GmbH is only permitted if the counterclaim is undisputed or has been legally established. 4.4 We are entitled to the right of set-off and retention as well as payment in advance to the extent permitted by law. 4.5 The services and goods remain our property until full payment. 4.6 Overdue fines may be charged if payment is not made on time. 5. Place and period of performance 5.1 Place of performance of Feo Elektronik GmbH is Ravensburg. The delivery of a service is completed when Feo Elektronik GmbH has handed over the service to the customer at the place of performance or has sent it to the destination. 5.2 With regard to the deadline for deliveries and services, the dates agreed in the contract are decisive. Exceeding deadlines due to the development risk must be regulated by agreeing a grace period. 6. Export Control Regulations 6.1 Some of the goods delivered by Feo Elektronik GmbH are subject to the export control regulations of the Federal Republic of Germany. A re-export from the Federal Republic of Germany is only possible with the consent of the Federal Office for Commercial Economics in Eschborn/Taunus. 6.2 Upon delivery, Feo Elektronik GmbH also makes a note on the invoice identifying the goods that are subject to export control regulations. 6.3 The customer is liable for compliance with the relevant export regulations when reselling the goods delivered by Feo Elektronik GmbH. 7. Development Results 7.1 The development result will be made available to the client after completion of the project in after completion of the project in accordance with the contract. 7.2 The customer receives a non-exclusive, worldwide, unrestricted and irrevocable right of use and exploitation of the subject matter of the contract. This includes in particular the right to edit, redesign, expand, duplicate or otherwise change the subject matter of the contract and to use and exploit it. The contractor reserves the right to use individual components of their service that are part of the subject matter of the contract in other projects, taking into account compliance with the contract. 7.3 Upon request, instead of the right pursuant to Section 7.2 to the inventions that have been created, to the property rights that have been registered or granted, the client will receive an exclusive right of use for the purpose on which his order is based, subject to a separate agreement and against payment. The request must be made in writing to Feo Elektronik GmbH no later than 3 months after notification of the invention. Feo Elektronik GmbH retains a non-exclusive, free right of use for its own purposes. 7.4 The software created during the implementation of the project is handed over to the client in the form of executable programs. There is no right to source texts. The granting of source texts for the purpose of use requires a separate agreement. 7.5 If already existing property rights or copyrights of Feo Elektronik GmbH are used during the implementation of the project and if they are necessary for the exploitation of the research and development result by the customer, the customer shall receive a non-exclusive, paid right of use to be agreed separately, provided that none contrary to other obligations of Feo Elektronik GmbH. 7.6 If software already available from Feo Elektronik GmbH is used in the implementation of the project and if it is necessary for the customer to use the development result, the customer shall receive a non-exclusive, paid or free right of use to be agreed separately. 8. Conflicting property rights of third parties 8.1 The assessment of the property rights situation is not part of the development and production contracts and thus remains with the customer. 8.1 Die Beurteilung der Schutzrechtssituation ist nicht Teil der Entwicklungs- und Fertigungsverträge und verbleibt damit beim Auftraggeber. 8.2 The customer shall provide the contractor with all information relevant to property rights, in particular any property rights searches that have been carried out. 8.3 The contractor will immediately inform the client of third-party property rights of which he becomes aware and which may be violated through the use of the development results. The contractor and the client will mutually decide whether and in what way the rights of third parties that have become known in this way are to be taken into account when carrying out the contractual work. 8.4 In the event of a legally binding payment obligation on the part of the customer, which is based on a breach of a property right, the contractor will endeavor to either provide the customer with the necessary licenses or try to provide a modified development status or parts thereof at the customer's expense to make available to eliminate the allegation of infringement. The customer is not entitled to any further claims in the event of a violation of property rights of third parties 9. Warranty 9.1 Feo Elektronik GmbH guarantees the application of scientific care and compliance with the recognized rules of technology. 9.2 Feo Elektronik GmbH is entitled to rectify any defects that occur. Further warranty offers are excluded. 10. Liability 10.1 Feo Elektronik GmbH is liable for personal injury or damage to property, if Feo Elektronik GmbH can be proven to be at fault, up to a maximum of EUR 2,000,000 lump sum insured. Liability for purely financial losses, such as loss of production and lost profits, installation and removal costs and callback costs, is excluded. Claims for material defects by the customer against Feo Elektronik GmbH expire 24 months after completion of the development order by Feo Elektronik GmbH. The key date for this is the production release. Feo Elektronik GmbH is not liable for defects that are due to incorrect information, documents or materials from the customer or third parties. Feo Elektronik GmbH is not liable for defects in the specifications that are due to incorrect information, documents or materials from the customer or third parties. Feo Elektronik GmbH is not liable for missing performance results from the use of the system solution, lost profit, missing savings, indirect damage and consequential damage. 11. Statute of Limitations 11.1 The liability and warranty is limited to 2 years after delivery of the service. Other deadlines must be agreed in writing. 12. Confidentiality 12.1 Project managers and employees of Feo Elektronik GmbH and the customer will not make information of a technical or business nature mutually communicated and declared confidential to third parties during the term and after termination of the contractual relationship. This does not apply to information that is generally accessible or whose confidential treatment Feo Elektronik GmbH or the client have waived in writing. 13. Publications, Advertising 13.1 Publications by Feo Elektronik GmbH that relate to the intended use and for which the customer claims exclusive rights in accordance with Section 7.2 will be coordinated with the customer in good time. 13.2 The client may use the results for advertising purposesonly mentioning Feo Elektronik GmbH explicitly use consent. 14. Termination 14.1 The client and Feo Elektronik GmbH are entitled to terminate the contractual relationship for good cause with immediate effect. If no significant progress has been made after at least 6 months since the start of the work, termination is possible with a notice period of one month to the end of a calendar month. If after the conclusion of the contract (possibly order confirmation) within a reasonable period of 8 weeks no specification sheet accepted by all contracting parties is created as the basis for further order processing, Feo Elektronik GmbH is entitled to terminate the contractual relationship without notice and without prior notice. The services rendered up to this point in time plus a percentage of 10% of the total order volume are due in this case with immediate effect. The contracting parties confirm their acceptance of the specifications with their signatures. 14.2 After effective termination, Feo Elektronik GmbH will hand over the result achieved up to that point to the client within 4 weeks, provided that the service claimed has been remunerated to Feo Elektronik GmbH. 15. Other 15.1 Ancillary agreements, changes and additions to these terms and conditions must be in writing. 16. Jurisdiction 16.1 Place of jurisdiction is Ravensburg. 16.2 The law of the Federal Republic of Germany applies to the contractual relationships.
