General Terms and Conditions (GTC) for the Consulting Division of AWS-Systemtechnik GmbH

1 Scope of application

1.1 AWS Systemtechnik GmbH, Gewerbering 12, 84072 Au – Hallertau (hereinafter referred to as ‘AWS’) provides all consulting services exclusively on the basis of the following terms and conditions.

1.2 The customer’s terms and conditions shall not become part of the contract except if AWS agrees to them in writing. The AWS terms and conditions remain valid even if services are provided without reservation.

1.3 The following terms and conditions only apply to companies, legal entities under public law or special funds under public law.

2 Services provided by AWS

2.1 Unless otherwise agreed in writing in individual cases, the service provided by AWS consists of independent and instruction-free advice to the client.

2.2 The content and scope of the services to be provided by AWS are based on the written order.

2.3 It should be noted that concrete success is not guaranteed, nor is it owed. The client is responsible for deciding on the implementation, timing, type and scope of the measures recommended by AWS or agreed with AWS. This also applies in instances where AWS provides implementation support for these measures.

2.4 AWS shall assume that all information provided by the client and all documents and data made available are complete and correct. AWS is under no obligation to verify the completeness, correctness and accuracy of the information provided or the documents and data made available. AWS is not obliged to carry out its own research, unless otherwise agreed in writing. This same principle applies in instances where AWS is tasked with conducting plausibility checks or valuations as part of a client order, and these assessments are based exclusively on the information, data, or documents provided by the client, excluding any need for verification by AWS.

2.5 Legal or tax advisory activities are excluded as part of the contract.

2.6 The consent of AWS is required if written elaborations or results of AWS are presented or passed on to third parties. This shall also apply if the third party assumes the remuneration of AWS’s activities for the client in whole or in part.

3 Obligations of the client to co-operate

3.1 Information and documents necessary for the fulfilment of the contract shall be provided to AWS by the client in full and with correct content.

3.2 If the client does not or not completely fulfil his obligation to cooperate, AWS is entitled, but not obliged, to terminate the concluded contract without notice after prior written notification. All services rendered up to this point in time, minus the expenses saved due to the premature termination of the contract, can be invoiced by AWS immediately in this case.

4 Remuneration

4.1 Unless otherwise agreed in writing in individual cases, all services provided by AWS shall be charged and remunerated according to the daily rates currently applicable at AWS, plus ancillary costs, daily expenses, disbursements, etc.

4.2 If agreed advance payments, instalments or other invoices are not paid or not paid in full after AWS’s request to the client, AWS shall be entitled to suspend further activities until all outstanding claims have been settled in full. If the client does not or not completely fulfil the claims, AWS is entitled, but not obliged, to terminate the concluded contract without notice after a prior written threat of cancellation. All services rendered up to this point in time, minus the expenses saved due to the premature termination of the contract, can be invoiced by AWS in this case.

4.3 Time and remuneration forecasts by AWS in relation to the execution of an order represent a non-binding estimate, as the time required may depend on factors that cannot be directly influenced by AWS.

4.4 If the exceeding of the predicted time or remuneration is due to circumstances for which the client is responsible (e.g. insufficient co-operation on the part of the client), the resulting additional expenditure shall be remunerated in accordance with the applicable daily rates of AWS.

4.5 If the actual processing time is more than 30% longer than the predicted working time, the client has the right to choose, after being informed by AWS, either to terminate the order and pay for the service provided up to that point at the agreed conditions or to continue the order and pay for the additional working time on a daily rate basis.

5 Payment modalities

5.1 The remuneration agreed with AWS are net prices, which are to be paid plus the applicable statutory value added tax.

5.2 The invoices of AWS are due without deductions upon receipt by the client. Invoices on account, down payments and advances shall be transferred to the account specified by AWS no later than the 5th calendar day after the invoice date. Final invoices are to be transferred to the account specified by AWS on the 15th calendar day after the due date at the latest.

5.3 It is agreed that AWS is authorised to collect the remuneration due to it by direct debit during the period of validity of the concluded order.

5.4 If the client is a consumer, he shall be in default of payment upon receipt of a reminder from AWS, but no later than 30 days after receipt of the invoice. In this case, interest on arrears shall be charged at the statutory rate.

5.5 If the client is not a consumer, he is in default by exceeding the term of payment; a reminder is not required for this. From the time of default, default interest shall be 8% above the current base rate. In the event that the statutory interest rate is below this minimum rate, the client shall be entitled to prove that a lower interest loss has been incurred.

5.6 The client may only offset undisputed or legally established counterclaims; otherwise offsetting is excluded. If the client is not a consumer, he shall only be authorised to exercise a right of retention if his counterclaims have been legally established or are undisputed.

6 Liability

6.1 Information, explanations, advice or recommendations given verbally or by telephone are given to the best of our knowledge and belief. However, they are only binding if they are confirmed in writing.

6.2 Any liability or guarantee for the success of measures recommended by AWS is excluded. This also applies if AWS accompanies the implementation of agreed or recommended plans or measures.

6.3 AWS shall only be liable – if the client is not a consumer – in cases of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage. Claims relating to injury to life, body or health are not subject to any limitation of liability.

6.4 AWS shall not be liable if the damage incurred is also due to incorrect or incomplete information or documents provided by the client. The same applies if circumstances giving rise to liability are not notified to AWS in writing by the client within 14 calendar days of becoming aware of them.

7 Final provisions

7.1 Amendments or additions to the order or these General Terms and Conditions of Contract must be made in writing to be effective. A tacit amendment of the order or the General Terms and Conditions of Contract is excluded.

7.2 Should a provision of the order or these contractual terms and conditions be or become legally invalid, this shall not affect the legal validity of the remaining provisions of the order or these contractual terms and conditions. In this case, the contracting parties shall agree on a legally valid provision that comes closest to the meaning and purpose as well as the economic objective of the invalid clause. The same procedure shall apply if the order or these contractual terms and conditions contain an irregular loophole that is to be closed by a supplementary interpretation of the contract.

7.3 The place of fulfilment for all services is the production site of AWS. The exclusive place of jurisdiction for all disputes arising from the order (including those in documentary and bill of exchange proceedings and dunning procedures) is Munich.

7.4 German law shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (BGB 1989 p. 586) for the Federal Republic of Germany (BGB 1990 p. 1477) is excluded.