The following clauses have been translated into English from the German “Allgemeine Geschäftsbedingungen für das Laser Zentrum Hannover e.V. (LZH)” and serve only for informative purposes. The LZH Terms and Conditions in their German version are applicable. They apply to all quotations and contracts of current and future business relations with the LZH and to follow-up orders by the client.
Amendments to or agreements that deviate from the LZH General Terms and Conditions, or ancillary agreements, as well as terms and conditions of the client that contradict the LZH General Terms and Conditions, must be confirmed in writing by the LZH in each individual case, in order to become valid before the contract may be concluded.
1. Conclusion of contract
1.1 A contract shall be concluded between the LZH and the client upon placement of order by the client, on the basis of the quotation submitted by the LZH.
1.2 The quotation outlines the task with regard to the application, content and extent of work, processing time and the objective of the research and development.
2.1 Fees are stated excluding the statutory VAT.
2.2 All payments shall be made within 14 days after date of invoice directly to the LZH, without deduction. Any bank charges are to be paid by the client.
2.3 Amounts due by the client may not be offset with amounts due to the client, unless such counterclaims are uncontested or legally valid.
2.4 Under no circumstances may the client reserve the right of performance refusal or detainment of goods.
2.5 The LZH is entitled to charge interest of 4% above the official discount rate of the European Central Bank from the due-date of payment. Any commissions and charges arising may be added. In the event of the LZH being charged with higher interest rates or the client being able to furnish proof of lower charges, the amount of interest may be either higher or lower.
3. Research and development results
3.1 The client is provided with the research and development results according to the quotation after completion of the project.
3.2 In accordance with the project’s objective, the client receives a non-exclusive license for inventions made and for industrial property rights applied for or granted to the LZH, based on these inventions. The client will pay an agreed proportion of the costs of registration, maintenance and defense of such industrial property rights. The client bears the statutory remuneration or the remuneration according to LZH regulations paid to an employed inventor for using the invention.
3.3 Instead of the rights according to clause 3.2, the client may request, for a fee, an exclusive license for inventions made or industrial property rights applied for or granted to the LZH in the specific field of application of the project. The request shall be made in writing and not later than threemonths after notification of the invention. The LZH shall retain a non-exclusive right of use, for no charge, for its own scientific work.
3.4 The client receives non-exclusive, free of charge licenses to the copyrighted research and development results, as well as the know-how acquired during the project. Separate arrangements are required for granting exclusive licenses for the specific field of application of the project.
3.5 Should existing protected/copyrighted privileges of the LZH be used to carry out the project, and should the client need them to exploit the research and development results, the client will receive non-exclusive licenses thereto against payment, which must be arranged separately, provided the LZH has no conflicting interests.
4. Conflicting third-party industrial property rights
4.1 The LZH will inform its client immediately of any third party already known or coming to its attention, whose rights could be violated by the use of the research and development results. The LZH and the client will decide by mutual agreement, if and in which way third-party rights coming to their attention are to be taken into consideration.
4.2 In the event of a payment obligation determined in a legally valid manner on the client’s behalf, based on violation of industrial property rights, the LZH may choose to either obtain the necessary licenses for the client or provide the client with a modified development object, or parts thereof, remedying the charge of violation. The client has no further claims in case of violation of third-party industrial property rights.
5. Delivery, shipment
5.1 The processing and delivery time stated by the LZH starts from the day of receipt of order, but not before receipt of any agreed advance payments or fulfillment of requirements to be met by the client, e.g. providing documents, etc.
5.2 Liability for non-intentional damage to a system passes to the client as soon as it is handed over to the person carrying out its transportation, or as soon as the system has left the LZH for shipment. This does not depend on whether shipment is effected from the place of performance, or on who bears the freight charges. Should the system be ready for shipment and dispatch is delayed, due to reasons for which the LZH cannot be held responsible, the risk passes to the client as soon as the client has been notified of readiness for shipment.
5.3 In the event of delay in dispatch requested or caused by the client, the system is stored at the client’s expense and risk. In this case, notification of readiness for shipment will be considered to be equal to shipment.
6. Default in performance
6.1 The delivery times stated are subject to correct and punctual subsupplies to the LZH. Plant interruptions arising from labour disputes or other extraordinary circumstances such as political measures, traffic hold-ups, unfavourable weather conditions, etc., no matter if occuring at the LZH or its subsuppliers, release the LZH for the duration of their effects, and, if the effects result in impossible performance, even release the LZH from the obligation of delivery.
6.2 Otherwise, defaults in performance entitle the client to claim damages as a result of failure in performance, instead of rescinding from the contract according to the liability conditions in clause 9. In order to enforce these rights in case of delay, a period of grace set by the client to the LZH must have expired without success.
6.3 As soon as the LZH realizes that the planned processing time will not be sufficient, the LZH will inform the client accordingly by giving the reasons for the delay and stating an appropriate extension of the time period.
7. Reservation of Proprietary Rights
The LZH reserves proprietary rights for supplied systems until fees have entirely been paid, including all supplementary amounts or any further amounts due by the client to the LZH, notwithstanding their legal justification, with regard to this contract or any other current or future mutual business relations (conditional goods).
At the client’s request, the LZH will be obliged to release part of the security to which it is entitled according to the above-mentioned regulation, if the amounts due to be secured exceed 20% of their realizable value.
8.1 The LZH guarantees the use of generally accepted rules of technology as well as scientific care, but not actual attainment of the research and development objective.
8.2 The LZH will remedy defects that may occur as well as lack of warranted quality (characteristics) in such a way that an appropriate part of the fee, taking the defect into consideration, will be paid, and the defect remedied. As long as the LZH fulfils its obligation to remedy defects, the client may not demand a reduction in fee or the cancellation of the contract, unless the remedy of defects fails.
The LZH is liable for damage of all kinds, independent of the reason for liability (claims arising from defaults of performance, positive violations of claims, culpa in contrahendo, or due to non-contractual liability) in as much as cases of gross negligence by the LZH or those employed in fulfillment of the contract are applicable. Otherwise, the LZH is liable for typical and foreseeable damages in as much as these are based on a violation of essential contract obligations or gross negligence by the LZH’s legal representatives.
The limitation period of six months applies to all warranty claims by the client to the LZH, with the exception of those arising from unlawful acts.
The LZH and the client will not make any technical/business information supplied by the other party, and declared as confidential, accessible to third parties during the period of and after termination of the agreement. This does not apply to information which is available to the public, or for which the LZH or the client have waived confidential treatment in writing.
12. Publications, advertising
12.1 The client is entitled, after prior agreement with the LZH, to publish the research and development results stating the originator involved. Such agreement should take into consideration, that dissertations, theses, applications for industrial property rights, etc. should not be interfered with.
13.1 The place of performance and the exclusive court of jurisdiction for deliveries and payments, for actions concerning documents and bills as well as for any other disputes between the parties arising from the contract is appointed to be Hannover, provided that the client is a legal person under public law.
13.2 Legal relations between the LZH and the customer are solely subject to the law of the Federal Republic of Germany.
13.3 If single regulations of the LZH General Terms and Conditions or single regulations of any other agreements are invalid or have become invalid, the remaining regulations shall still apply in full.
12.2 The client will be consulted in due time prior to publication by the LZH, relating to applications for which the client requests an exclusive license as provided for as in clause 3.3.