Terms and Conditions (AGB) of CompositeEdge GmbH
§1 Scope
1.1 These terms and conditions apply to all deliveries and services of CompositeEdge GmbH. Customer’s terms apply only if expressly agreed in writing. 1.2 The terms apply to businesses per §14 Abs. 1 BGB during and beyond the business relationship concerning the use of data and implementations from projects.
§2 Offers, Orders, and Services
2.1 Offers by CompositeEdge GmbH are binding and valid for 2 weeks. 2.2 A contract is formed when the customer accepts the offer within the validity period. An order confirmation will be sent to the customer. 2.3 CompositeEdge GmbH may involve external service providers for consultancy, measurements, and simulations. Project data will only be shared with the customer’s consent. 2.4 Changes to offers and orders are documented in writing and are part of the contract. 2.5 CompositeEdge GmbH retains ownership and copyrights of images, models, software implementations, and documents. Distribution to third parties requires written consent.
§3 Prices and Payment Terms
3.1 Prices exclude VAT, which is shown separately on the invoice. 3.2 Payment is due for each item as services are rendered. Additional services are charged separately. 3.3 For projects exceeding 3 months, interim invoices for partial payments are allowed. 3.4 Invoices are payable within 14 days without deduction. Late payment incurs statutory consequences. 3.5 CompositeEdge GmbH retains ownership and usage rights until full payment.
§4 Performance Periods and Deadlines
4.1 Agreed deadlines are subject to extraordinary conditions and customer cooperation. 4.2 Partial deliveries are allowed.
§5 Customer Cooperation
5.1 The customer must provide necessary data and access for CompositeEdge GmbH to perform services. 5.2 Failure to cooperate extends performance periods, and additional costs may be charged. 5.3 CompositeEdge GmbH may set a deadline for cooperation; failure may lead to contract termination and damages.
§6 Confidentiality / Data Protection
6.1 Both parties agree to confidentiality regarding information shared during the contract. 6.2 CompositeEdge GmbH staff and external service providers are bound to confidentiality during and after the contract.
§7 Liability, Defects, and Warranty
7.1 CompositeEdge GmbH ensures services are performed according to industry standards. 7.2 Liability is limited to the contract sum and only for intent or gross negligence. 7.3 Constructive changes are the customer’s responsibility. 7.4 Claims for indirect damages are excluded. 7.5 Defects must be reported within 14 days; CompositeEdge GmbH has the right to rectify them.
§8 Usage Rights
8.1 Delivered materials are protected by copyright and available to the customer for the contract duration. Further usage rights are granted as documented. 8.2 Non-deliverable constructions and programs remain with CompositeEdge GmbH.
§9 Severability Clause
9.1 Invalid provisions do not affect the validity of the remaining terms. The invalid provision is replaced by one that closely reflects the intent of the parties.
§10 Miscellaneous
10.1 Place of performance and jurisdiction is the business location of CompositeEdge GmbH unless otherwise agreed. 10.2 German law applies exclusively to the relationship between the customer and CompositeEdge GmbH.
Effective Date: [29.07.2024]