Last update: January 2021

This GTC are an English translation of the original AGB in German language. In case of any disputes the German version has priority.

§ 1 Scope of application
1. These General Terms and Conditions apply to all contracts between Tobias Grobe (hereinafter Contractor) and the Client (both hereinafter called Contracting Parties). Conflicting or deviating terms and conditions of business, contract and/or purchase shall not be accepted, unless it is agreed to their validity in written form.
2. Insofar as individual contractual agreements have also been concluded between the Contracting Parties, these shall take precedence over the provisions of these General Terms and Conditions. These general terms and conditions shall then only apply in addition, provided that nothing or nothing different is stipulated in the individual contract.

§ 2 Services of Battery Systems Engineering – Tobias Grobe (Contractor)
1. The Contracting Parties agree that the Contractor is solely in debt to the provision of services, not to the creation of a work piece or to achieve a particular success. The Contracting Parties also agree that the Contractor’s obligation to perform shall not change in the exclusively contractual nature of the contract, even if the contractor undertakes to record in writing the results of his service and to prepare and hand over relevant reports, studies and similar. Such written reports, studies and else do not constitute, in particular, opinions, unless expressly agreed otherwise, but only reflect the essential content of the operation and the results of the services.
2. The contractor is entitled to use expert third parties as subcontractors for the execution of the order. The Contracting Parties also agree that the Contractor does not owe or perform any legal advice, tax advice or auditing activities. Insofar as the contractor ensures the provision of such activities by the involvement of appropriate professionals, he acts only as an intermediary without becoming a debtor/contractor of such activities.
3. The Contracting Parties agree that the Contractor is not obliged to check the information, data or documents provided in writing or orally for their factual or accounting accuracy, completeness or order. However, if the Contractor recognizes that the information, data or documents provided to him in writing or orally are incorrect, incomplete or not in order, he will give notice.
4. The Client is entitled to the rectification of any defects. This claim must be asserted without delay. The Contractor must be given the opportunity to execute these amendments.

§ 3 Retention of documents
The Contractor is no longer obliged to keep the documents handed over to him by the Client for the purpose of providing the services owed if three years have elapsed since the date of termination of the contractual relationship or a six-month period has elapsed since a written request to the client to collect the documents.

§ 4 Obligation to cooperate
1. The Client is obliged to assist the contractor to the best of its ability, in particular to provide all information and documents necessary for the execution of the order, and to create all the conditions necessary for the proper execution of the order in his sphere of operation.
2. The Client is also obliged to designate one or more persons to the contractor who are authorized to make binding declarations for the Client to provide the service owed.

§ 5 Data protection, data transfer
1. The Client agrees that the exchange of data and information in cooperation with the client and with all project participants also takes place via unencrypted e-mails. If the client wishes that data is not sent via unencrypted e-mails and e-mail attachments, he will inform the contractor in writing, either on a case-by-case basis or in general. In this case, e-mail attachments are sent encrypted, which the client can only open with a password. Both for the sending of data from the Client to the Contractor and vice versa, if encryption is desired, encryption and decryption methods should be applicable with standard software (e.g. MS Office, Apple Mail) without additional installations.
2. The Contractor is entitled to collect, process and store to him entrusted personal data of the Client and its employees as part of his activity and – within the scope of the object of the contract – to transfer to a service data centre or other suitable third parties for further processing of the order data. In the case of the involvement of third parties, the Contractor shall ensure their obligation of confidentiality.
3. The Client is aware that the contents of unencrypted emails or their attachments may be read by unauthorized third parties. Nevertheless, the client agrees to a communication as well as a transmission of documents by unencrypted e-mail. If the client wishes to use a different communication technology, he should inform the Contractor.

§ 6 Rights to the results of the work
1. All copyrights or rights arising from supplementary protection of competition law in all documents produced by the Contractor for the purpose of providing the due services shall be entitled exclusively to the Contractor.
2. The use, reproduction and publication of such documents created by the Contractor for the purpose of providing the services owed shall be permitted to the Client only for its own business for the purposes provided by the contract.
3. The transfer of the results of the work from the Contractor to third parties requires the written consent of the Contractor, unless the consent to the transfer already results from the contents of the order.

§ 7 Right of retention
The Contractor shall be entitled to a right of retention in the documents handed over to him by the Client for the purpose of providing the services owed until the complete fulfilment of his claims arising from the contractual relationship. This right of retention does not exist if and to the extent that this would cause a disproportionate disadvantage to the client, also taking into account the interest of performance of the contractor.

§ 8 Compensation
1. Unless otherwise agreed, the usual remuneration and reimbursement of expenses in the usual amount shall be deemed as agreed.
2. The contractor is entitled to settle for the work performed every 14 days after the start of the contractual relationship. The fee is due immediately after invoicing.
3. In addition to the fee entitlement in accordance with section 1, the Contractor shall also be entitled to compensation for all expenses and expenses incurred for the provision of the services owed.
4. The Client can only declare the set-off against the claim for fees and the claim for reimbursement of expenses with undisputed or legally established claims.
5. VAT is calculated at the statutory level.
6. Multiple Clients of the same contract shall be liable for the remuneration as joint debtor.
7. With the payment of the Contractor’s invoices by the by the Client or its third parties commissioned by the Contractor, all asserted claims with the respective invoice shall be deemed to be accepted. Any claims for recovery are excluded.
8. Objections against invoices of the contractor must be asserted within four weeks after receipt at the latest; subsequent objections are excluded.
9. If the contract ends before it is completed in full, the Contractor shall receive a proportion of the remuneration corresponding to the extent of his activity up to the end of the contract. If the order is terminated prematurely for reasons for which the Client is responsible, the Contractor shall additionally be entitled to 90% of the remuneration due to him for this period for the period from the termination of the order to the expiry of the agreed ordinary notice period. The Contracting Parties have the possibility to prove a lower or higher damage.

§ 9 Confidentiality
The Contractor undertakes to remain silent on all facts which come to his attention in connection with the performance of the contract, unless the Client relieves him of this obligation.
The obligation of confidentiality does not exist insofar as disclosure is necessary to safeguard the legitimate interests of the Contractor. The Contractor is also exempt from the obligation of confidentiality to the extent that he is obliged to provide information and cooperate in accordance with the insurance conditions of his professional liability insurance.
The obligation of confidentiality does not apply to the lending banks of the client.

§ 10 Liability
The liability of the contractor for damages of the customer is excluded, unless there is an intentional or grossly negligent breach of duty; in the event of negligence, it is limited to EUR 50,000.00 per claim. However, the Contractor shall be liable for damages resulting from culpable injury to life, body and health as well as damages resulting from the culpable breach of essential contractual obligations (so-called cardinal obligations); in the case of the latter, however, in the case of slight negligence, the liability shall be limited in amount to the typical contractual damages foreseeable at the time of the commencement of the contract. The contractor is not liable for production loss and loss of profit at the customer. Liability for the success or achievement of certain goals of the client is generally excluded, unless otherwise expressly agreed in writing.

§ 11 Limitation period
All claims of the Client against the contractor resulting from the contractual relationship shall become time-barred after 2 years. By way of derogation from this, the statutory limitation period of 3 years applies if the contractor is charged with intent.

§ 12 Termination of the contractual relationship
Unless otherwise agreed, the contractual relationship may be terminated by both parties with a period of 14 days at the end of the month. Any dismissal must be in writing in order to be effective.

§ 13 Termination of the Order
The contract awarded by the contractor shall be terminated by the provision of the services due. If the Contractor informs the Client in writing of the complete provision of all services owed, the Client may no longer require the provision of further services if the latter does not complain in writing to the Contractor of the incompleteness of the services provided within four weeks of receipt of the written declaration.

§ 14 Final Provisions
All claims arising from or related to this contractual relationship shall be governed exclusively by German law.
The place of jurisdiction is the registered office of the Contractor. However, the Contractor may also bring the legal action against the Client at its general place of jurisdiction.
Should individual provisions of these terms and conditions be or become ineffective, this should not affect the validity of the remaining provisions. The contracting parties are then obliged to make a replacement provision that comes as close as possible to the economic purpose of the invalid clause.

Signed by
Tobias Grobe
Battery Systems Engineering