General Terms and Conditions of Steinbeis Center of Management and Engineering GmbH (SCME) for Services and Works

§ 1. scope of application
These General Terms and Conditions apply to all contracts between SCME and its clients for services, unless otherwise expressly agreed in writing.
These General Terms and Conditions shall only apply to companies (§ 14 BGB) as well as to legal entities under public law and special funds under public law within the meaning of § 310 para. 1 sentence 1 BGB.
The General Terms and Conditions of SCME apply exclusively. Conflicting or deviating terms and conditions of the customer shall only be binding if and to the extent that SCME expressly agrees to their validity in writing. The General Terms and Conditions of SCME shall also apply if SCME executes the order without reservation in the knowledge of conflicting or deviating terms and conditions of the customer. Deviating agreements shall only apply to a specific contract and not to future contracts, unless otherwise expressly agreed in writing.
The General Terms and Conditions shall also apply to all future contracts between SCME and its clients for services.

§ 2. scope of orders
The services of SCME shall be provided as services and/or work services in accordance with the applicable statutory provisions to the extent specified in an offer that is non-binding until the conclusion of the contract, unless otherwise specified in these General Terms and Conditions. SCME provides services under its own responsibility. The customer remains responsible for the results desired and achieved by him. In the case of work services, SCME is responsible for the results achieved and for the management, control and monitoring of the provision of services.
SCME and the client are each entitled to request changes to the agreed scope of services in writing. Upon receipt of a change request, the SCME or the client will review the feasibility of this change. The result of this review shall be communicated to the other party in writing without delay. SCME shall be entitled to invoice the customer for the expenses incurred by SCME if the customer’s request for change requires an extensive and time-consuming review. The contractual adjustments required for such a review or for a change to the agreed scope of services shall be set out in an additional agreement.

§ 3 Execution of orders
Orders are executed in accordance with the current state of the art in science and technology.
Only SCME is authorised to issue instructions to its employees.
SCME is authorised to use the services of third parties for the execution of orders. However, SCME itself shall always remain directly liable to the customer.
In the case of work services, delivery periods shall commence on the date of order confirmation by SCME, but not before all details of the order have been fully clarified; the same shall apply to delivery dates. All delivery periods and dates are subject to the reservation that SCME is able to deliver and is supplied on time.
Unless otherwise agreed, the time of provision of the work performance at SCME’s registered office shall be decisive for compliance with the delivery periods and dates.
In cases of force majeure, the contractual obligations of both contracting parties shall be suspended and the dates and deadlines for the fulfilment of contractual obligations shall be postponed accordingly; cases of force majeure shall also include industrial disputes in own and third-party companies, transport delays, machine breakdown, sovereign measures and other circumstances for which neither of the contracting parties is responsible. The event of force majeure must be notified to the other contracting party without delay. Both contracting parties are entitled to withdraw from the contract at the earliest three months after receipt of this notification.
In the event of non-compliance with the delivery periods and deadlines for work services, the customer shall only be entitled to claim damages instead of performance due to non-performance or non-performance as owed (§ 281 BGB) and the defence of non-performance of the contract (§ 323 BGB) if he has set SCME a reasonable deadline for delivery, which – in this respect deviating from §§ 281, 323 BGB – is linked to the declaration that he will refuse acceptance of the service after expiry of the deadline; after the unsuccessful expiry of the deadline, the claim for fulfilment is excluded.

§ 4. customer’s duty to cooperate
The customer shall provide SCME free of charge and in good time before the execution of the order with all information, materials, equipment, documents, processes, etc. necessary for the execution of the order and, if necessary, shall make them available to SCME at its own expense.
If SCME works on the customer’s premises, the customer shall also provide SCME’s employees or third parties commissioned by SCME with access to all premises, installations (hardware, software, networks, etc.) and other work equipment required for the proper performance of the services by SCME free of charge during normal operating hours and within the scope of the company’s access regulations. If necessary, the customer shall also provide functional workstations free of charge for the employees of SCME or for third parties commissioned by SCME.
The customer shall otherwise co-operate in the execution of the order in the necessary manner.
If the customer does not fulfil the obligations incumbent upon him in accordance with paragraphs 1 – 3 or does not fulfil them on time and this leads to delays and/or additional expenses, the agreed time frame shall be extended or the agreed remuneration shall be increased accordingly.

§ 5. remuneration and terms of payment
The services and work shall be invoiced at the fixed price stated in the offer or on the basis of the agreed time and material basis after completion of the service or acceptance of the work, unless a different invoicing and payment method is agreed in the offer. In the case of services and work performed on a time and materials basis, the hours worked and travelling time incurred shall be invoiced at the applicable hourly rates and the materials used at the prices applicable at the time of performance. Other expenses, in particular travelling, accommodation and overnight costs, will be charged additionally. Estimated prices stated in the offer for services and work on a time and material basis are non-binding.
Value added tax shall be shown separately on the invoice at the applicable rate.
Invoices are payable on receipt without deduction. Unless otherwise agreed, the client shall be in default with this obligation to pay invoices no later than 14 days after invoicing.
Interest on arrears shall be charged at nine percentage points above the base rate per annum. The assertion of further damages is not excluded.
Several clients shall be jointly and severally liable.
The customer may only set off claims if his counterclaims have been legally established, are undisputed or have been recognised by SCME.

§ 6. acceptance
Work services shall be accepted by the client as soon as SCME has demonstrated compliance with the agreed service description. Insignificant deviations do not entitle the customer to refuse acceptance. The obligation to remedy defects within the scope of liability for legal and material defects remains unaffected.
Upon acceptance, a protocol to be signed by both contracting parties shall be drawn up confirming compliance with the agreed service description.
Commissioning or productive use of the work or parts of the work shall be deemed acceptance.

§ 7. material defects and defects of title in work performance
SCME shall provide the client with the work free of material defects and defects of title. In particular, the work performance must correspond to the agreed service description and the agreed scope of performance.
If the work is defective, SCME shall be liable as follows:

At SCME’s option, the defect shall be remedied or a new work shall be produced.
If the subsequent fulfilment fails within a reasonable period of time, the customer may, without prejudice to any claims for damages, at his discretion reduce the remuneration or, if the value or suitability of the work is not insignificantly reduced, withdraw from the contract.
The customer must notify SCME immediately in writing of any material defects and defects of title.


Claims for material defects and defects of title shall become statute-barred 12 months after the provision of the respective service or acceptance of the work. This shall not apply insofar as the law prescribes longer periods in accordance with § 438 para. 1 no. 2, § 479 para. 1 or § 634 a para. 1 no. 2 BGB.
Statements in documentation, brochures, project descriptions etc. are not guarantees. Guarantee promises require express written confirmation by SCME in any case.
Obvious inaccuracies, such as typographical errors, calculation errors, formal defects, etc., contained in a report, expert opinion or other professional statement by SCME employees may be corrected by SCME at any time.

§ Liability
Claims for damages and reimbursement of expenses of the client of any kind, including indirect damages such as loss of profit and other financial losses (hereinafter: claims for damages), are excluded. This applies in particular to breach of duties arising from the contractual obligation and from unauthorised action.
Notwithstanding clause 8 para. 1, SCME shall be liable, irrespective of the legal grounds, if:
(a) SCME is guilty of gross negligence or intent,
(b) SCME fraudulently conceals a defect or has assumed a guarantee for the quality of the object of performance,
(c) SCME has culpably caused damage to life, health or body,
(d) SCME has breached material contractual obligations. Material contractual obligations are obligations whose fulfilment by SCME is essential for the proper performance of this contract and on whose compliance the customer regularly relies and may rely.

In the event of a breach of material contractual obligations pursuant to Clause 8 para. 2 d), however, SCME’s liability shall be limited in amount to compensation for foreseeable, typically occurring damage in the event of only slight negligence. This claim for damages shall become statute-barred upon expiry of the limitation period applicable to material defects and defects of title in accordance with Clause 7 para. 3 sentence 1.
The exclusion of liability does not apply to claims arising from the Product Liability Act.
A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
If SCME is in default with work performance, the client may – if he can prove damage – demand compensation in the amount of 0.5 per cent for each completed week of delay, but not more than a total of 5 per cent of the total remuneration for the part of the work not completed on time. The provision of paragraph 2 of this clause 8 shall remain unaffected. The customer is obliged, at SCME’s request, to declare within a reasonable period of time whether he will withdraw from the contract due to the delay in performance and/or demand damages instead of performance or insist on performance; after unsuccessful expiry of the deadline, the claim for fulfilment is excluded.
Insofar as SCME’s liability is limited, this shall also apply to SCME’s employees and to third parties commissioned by SCME.
The customer is obliged to notify SCME immediately in writing of any damage for which SCME is liable and to give SCME the opportunity to investigate the damage and its causes.

§ 9. confidentiality
The contracting parties are obliged not to utilise, use or disclose to third parties any economic, technical and other information and knowledge made available or otherwise disclosed by the other contracting party during the preparation and execution of orders for the duration of the order without the prior written consent of the other contracting party.
The obligation under paragraph 1 shall not apply to information and knowledge already known to SCME before the order was placed,
which SCME lawfully obtains from third parties,
was generally known when the order was placed,
subsequently becomes generally known without breach of the obligation under paragraph 1.
The obligation under paragraph 1 shall apply to both contracting parties for a further two years after termination of the contract.
The client recognises the necessity of scientific presentations and publications by SCME and shall not unreasonably withhold any consent required in accordance with paragraph 1.

§ Section 10 Data protection
The contracting parties shall only process or use personal data of the other contracting party for contractually agreed purposes in compliance with the statutory provisions.

§ 11. inventions
Inventions made jointly by employees of SCME and the client during the execution of an order, as well as industrial property rights granted for this purpose, shall belong jointly to both contracting parties.
Inventions made by SCME employees during the execution of an order, as well as industrial property rights granted for this purpose, belong to SCME. Inventions made during the execution of an order by employees of the client, as well as industrial property rights granted for this purpose, belong to the client.
The granting of licences to inventions within the meaning of paragraphs 1 and 2 and to industrial property rights granted for them requires a special written agreement.

§ 12. work results
The transfer of ownership and rights of use to the work results of any kind (such as documentation, reports, planning documents, evaluations, drawings, programme material, etc.) created within the framework of the execution of the contract and the scope of services agreed therein, which have been made known to the client by SCME, requires a special written agreement. However, SCME shall in any case retain a free and non-exclusive right of use to these work results for the purposes of research and teaching.
SCME shall not be responsible for whether technical documents supplied to it by or on behalf of the client infringe existing copyrights, industrial property rights or other rights of third parties. The customer shall be solely liable if the rights of third parties are infringed by the execution of his order. The customer shall indemnify SCME against all claims of third parties due to such an infringement of rights upon first request. Clause 8 remains unaffected.

§ 13. termination
Contracts can be terminated at any time with 30 days’ notice to the end of the month. SCME is not entitled to the aforementioned right of cancellation insofar as it provides work services.
Cancellation of contracts for good cause is possible at any time.
In the event of termination in accordance with paragraphs 1 and 2, the customer shall pay the agreed remuneration less the pro rata remuneration for the agreed scope of services saved as a result of the termination. In addition, SCME shall be entitled to compensation for the services and expenses incurred in connection with the termination – also in SCME’s relationship with third parties.
If the termination is due to reasons for which SCME is responsible, SCME shall only be entitled to remuneration for the services provided up to that point in time insofar as these are usable for the customer.
Cancellations must always be made in writing.

§ 14. surrender of documents and objects, right of retention
After completion of an order, the client may demand that SCME surrender the documents and objects provided to it. SCME may refuse to surrender them until its claims under the contract have been satisfied, unless the withholding of individual documents and items would be contrary to good faith under the circumstances, in particular due to the relative insignificance of the amounts owed.
SCME may make and retain copies or duplicates of documents which it returns to the customer.

§ 15. general provisions
Contracts are concluded in writing. Subsidiary agreements are only effective if they are confirmed in writing by SCME.
The transfer of rights and obligations arising from the contracts by the customer to third parties requires the prior written consent of SCME.
The place of jurisdiction is Filderstadt.
Only the law of the Federal Republic of Germany shall apply to all contractual relationships. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.