Foundations of our business relationship
Dr. Wallner Engineering GmbH (hereinafter referred to as DRWE) provides services for clients on the basis of the agreements made in the respective contracts and these General Terms and Conditions. The services offered on this website are aimed exclusively at commercial clients. The customer shall provide all services, information and material resources necessary for DRWE to perform the service at its own expense and risk. If essential services, information and materials are not provided on time, incorrectly or incompletely, DRWE is entitled to demand compensation for the damage caused by the delay after prior warning and a reasonable period of notice. DRWE is entitled to terminate the existing contract without notice if the supplies are not provided within a reasonable period of grace.
Payment
All services are remunerated in accordance with the contractually agreed fixed price or time spent. Project meetings at DRWE are generally billed on a time basis. In the case of design services, remuneration is agreed on the basis of the applicable collectively agreed or statutory provisions. In the event of changes in collectively agreed wages or allowances or other changes that have a financial impact, DRWE has the right to adjust the remuneration in accordance with the changed circumstances. The remuneration details are net in euros plus the applicable statutory value added tax, without any other deductions. Invoices shall be issued in accordance with the agreements in the respective service specifications and orders. Payments are due 14 calendar days after the invoice date. Travel costs and expenses shall be invoiced separately by DRWE. The customer shall have no right of retention against claims of DRWE. Offsetting is only permitted with claims of the customer that are recognized by DRWE or have been legally established. Translated with DeepL.com (free version)
Terms of payment
In the case of fixed price agreements, monthly installment payments shall be made on the fixed price, due on the first calendar day of each month, beginning on the first such day after the start of the order. The amount of the monthly installment payments shall be based on the proof countersigned by DRWE. Deviations from this require a special written agreement. Upon commencement of the execution of the order by DRWE, the customer shall make payments on account in the amount of one third of the agreed fixed price. This advance payment shall be offset against the monthly installment payments due. Translated with DeepL.com (free version)
In the case of remuneration according to agreed hourly rates, DRWE shall be entitled to invoice the services rendered every 14 days by means of interim invoices and to demand corresponding payments on account from the customer. Interim invoices must be settled 14 days after receipt.
DRWE shall issue a final invoice to the customer once the order has been completed. This is due for settlement within 14 days of receipt.
Default of payment
In the event of default in payment, DRWE shall be entitled to charge interest at a rate of 9 percentage points above the applicable base interest rate (Section 247 BGB), unless lower damages are proven. DRWE reserves the right to claim higher damages caused by default. If the customer is in default of payment and a reasonable grace period set has expired without result, DRWE shall be entitled to withdraw from this service contract, to demand a lump-sum compensation amounting to 30% of the agreed order value or compensation for the proven damage caused by non-performance. If DRWE claims the lump-sum compensation, the customer reserves the right to provide evidence of lower damages.
Offsetting & right of retention
The customer may only offset claims of DRWE arising from the service contract with counterclaims that have been legally established or are undisputed. Rights of retention may only be asserted with regard to counterclaims arising from this service contract.
Implementation of the work & project manager
DRWE shall appoint a responsible project manager to the customer. This project manager shall be responsible for the proper execution of the work, compliance with safety regulations and the supervision of DRWE's personnel. The organization of the work and the manner in which it is carried out is the sole responsibility of DRWE, without prejudice to the customer's right to monitor the assigned orders for their contractual execution.
Warranty for contracts for work & services
If the work is defective, the customer must give DRWE the opportunity to rectify the work. The customer may only assert the statutory warranty rights after two unsuccessful attempts at rectification.
DRWE shall only be liable to pay compensation for such defects that are directly attributable to the work, while compensation for indirect damage and compensation for consequential damage is excluded. Unless DRWE is guilty of gross negligence or intent.
Awarding of subcontractors
DRWE may subcontract the performance of contractually agreed services in whole or in part. If a subcontractor is commissioned with the processing of personal data, the prior consent of the client is required.
Delay in performance
DRWE is entitled to exceed agreed delivery dates to a reasonable extent.
Liability
DRWE shall be liable for the typically foreseeable damage in the event of culpable conduct on the part of its legal representatives or gross negligence on the part of a subcontractor. Any liability for further consequential damages such as loss of profit, loss of savings and other indirect damages as well as for recorded data is excluded. Any liability of DRWE for the breach of contractual obligations by persons not belonging to the above-mentioned group of persons is excluded in the event of simple negligence. In the event of force majeure (strike, lockout or similar), which makes deliveries or services significantly more difficult or temporarily impossible for one of the parties, these shall entitle the fulfillment of the obligations by the duration of the hindrance and additionally by a reasonable start-up time. Liability shall be limited to the amount of DRWE's general business liability insurance (€ 2 million), except in cases of gross negligence or intent. Claims for damages against DRWE shall become time-barred 12 months after the date of the culpable breach of duty.
Confidentiality
DRWE undertakes to treat as confidential all information of the customer designated as confidential that becomes known in connection with the execution of the order. Data will only be passed on to third parties with the written consent of the customer. DRWE is entitled to process the customer's data automatically within the scope of order processing. The obligation of confidentiality does not apply to ideas, concepts, know-how and techniques as well as to information that was already known to the contracting parties or becomes known to them outside the cooperation.
Retention of title & entrepreneur's lien
DRWE shall retain title to the development, planning and design documents as well as models, documentation and software supplied by it even after acceptance until the agreed remuneration has been paid in full.
DRWE is entitled to a lien on the customer's development, planning and design documents and models produced or modified due to contractual claims arising from the production of a work. The right of lien shall also exist if the items remain in the possession of the customer.
Academy
DRWE reserves the right to cancel booked or commenced events at short notice due to illness of the trainer or other disruptions in business operations for which DRWE is not responsible. Furthermore, DRWE reserves the right to cancel training courses if the minimum number of three participants is not reached. In this case, participation fees that have already been paid will be refunded in full (for events that have been booked but not yet started) or proportionately (for events that have already started). The participants concerned will be informed immediately. Further claims are excluded.
Participants have the right to nominate substitute participants to attend the event in their place if they are unable to attend in person.
Cancellation of training courses is possible free of charge up to 4 weeks before the start of the course. If you cancel up to 14 days before the start of the event, we will charge 50% of the participation fee. Up to 5 days before the start of the event we charge 75%. If the cancellation is made 5 days or more before the start of the event or if there is a no-show, the full participation fee will be charged. All cancellations must be made by email to kontakt@drwe.de.
Participants in open company events can transfer to other training courses up to 5 working days before the start of the course free of charge.
Software development, customization & installation
DRWE undertakes software development, customization and/or installation work for customers on the basis of the agreements made in the respective orders and these General Terms and Conditions.
Rights of use & copyrights of work results
After full payment of the agreed remuneration, the customer shall receive a non-exclusive and non-transferable right to use the software developed by DRWE. This entitles the customer to use the software, including documentation, for the contractually stipulated purpose. All other rights of use shall remain with DRWE. Copies of the software are only permitted for data backup purposes.
Acceptance
After installation of the software by DRWE, the customer is obliged to confirm the installation in writing. The customer is obliged to check the fulfillment of the contract of the software including documentation for the essential functions and to declare its acceptance in writing. The inspection period shall be three weeks from the date of delivery, unless otherwise agreed. The software shall be deemed to have been accepted as soon as its usability is not significantly restricted due to reported defects for a period of two weeks after expiry of the inspection period. If partial deliveries have been agreed, these shall be accepted separately.
Billing of additional services
If DRWE provides services over and above the services agreed in the contract for work and services, the customer shall pay for these additional services in accordance with DRWE's applicable rates and prices.
Changes to the programming
In the event that the customer or third parties make changes to the software developed by DRWE, DRWE shall be released from any warranty obligation. Further warranty claims against DRWE are excluded, with the exception of any statutory claims based on the assurance of properties. With regard to liability for warranted characteristics, liability for consequential damage caused by defects is generally excluded, unless the warranty was intended to protect against such damage. In particular, DRWE does not guarantee that the programs meet the specific requirements of the customer or that certain results can be achieved with them. If, in the course of warranty work, it turns out that DRWE is not responsible for the error that has occurred, DRWE shall be entitled to charge the customer for the expenses incurred in accordance with DRWE's applicable rates and prices.
Publications
Statements made by one contracting party to the press about the cooperation require the prior written consent of the other contracting party. Exceptions to this are the mention of the customer in DRWE's customer lists and the general description of the subject matter of the contract in DRWE's offers or other marketing documents. The prohibition of publication also does not apply to announcements intended exclusively for internal distribution or to disclosures required by legal or accounting regulations.
Enticement of employees
During the effective period and for a period of two years after termination of the cooperation, DRWE and the customer undertake not to directly or indirectly entice away any current employees or other contractually obligated persons of the contractual partners.
Place of jurisdiction & applicable law
This contract is subject to German law. The exclusive place of jurisdiction for all disputes is Stuttgart.
Should individual provisions be invalid, this shall not affect the validity of the remaining provisions.
