General Terms and Conditions for Service Contracts

1. Subject matter and scope of contract

The present general terms and conditions (GTC) shall apply to the provision of engineering services by AeroFEM GmbH. If no additional contractual agreement between the client and AeroFEM exists, the present general terms and conditions apply exclusively.

2. Scope of services

The scope of services of AeroFEM GmbH shall be fixed in the contract order form (order by the customer). If the order does not contain a detailed task description, only the scope described in the offer is valid.

The contractual services of AeroFEM are provided according to recognised rules of engineering practice, using the standards defined by customers to the best of our knowledge and belief. State of the art computer software is used for the provision of these services.

Calculations (verifications) are based on recognised analytical methods and numerical simulations. Simulations are based on assumptions of material properties and boundary conditions. Actual properties of real structures can always differ compared to the simulations. Therefore, the customer must validate the delivered results.

AeroFEM GmbH is entitled to consult external third parties (right of substitution).

3. Obligation to co-operate

The customer is obligated to provide AeroFEM with information, documents and materials necessary for the fulfilment of the contract. The customer shall keep backup copies of all information, data and documents submitted to AeroFEM GmbH. AeroFEM GmbH is not liable for any loss of data, if it is deleted inadvertently due to malfunction, manipulatory errors or destroyed otherwise. The customer shall point out to AeroFEM GmbH problems and difficulties foreseeable by him. The customer is responsible for the accuracy of the provided specifications. The specifications provided by the customer cannot be reviewed by AeroFEM in full detail. In particular the tolerances of individual specifications, such as dimensions, forces, and material data can adversely affect the results. Changes of information, documents or materials, which lead to additional expenses, must be handed to AeroFEM immediately.

4. Completion deadlines

Adherence by AeroFEM GmbH to completion deadlines, which are explicitly (in writing) laid down for the agreed service contract, is subject to the required co-operation of the customer. If these contractually regulated acts of co-operation are not fulfilled in time the deadlines are renegotiated. In any case AeroFEM is in default only if the customer has granted a grace period of at least one month for contract completion.

AeroFEM is not liable for delays resulting from cases of force majeure.

5. Costs and terms of payment

The contractual remuneration consists of the service costs as well as the costs for travel time and expenses, in each case plus VAT at the respective statutory level. Full payment without deductions is due within 30 days from the date of the invoice. AeroFEM may request an appropriate amount of advance payments before and during conduction of the work. AeroFEM is entitled to demand an interest rate of 5% per annum on default payments. The right to enforce further claims for damage remains reserved.

Unless specified differently, services are charged according to their actual expenditure of time. This includes travelling to the customer’s site and back.

Costs are based on labour costs, material costs and license costs at the time of the contract conclusion. Subsequent changes of those costs, entitle AeroFEM to reasonably adjust the agreed prices if the period between conclusion of contract and provision of services is greater than six months and no fixed price agreement is in place.

Costs of additional services that have to be provided by AeroFEM resulting from incorrect or incomplete information provided by the customer or from insufficient co-operation of the customer, shall be borne by the customer.

Costs for additional services, caused by a change in job definition during the project, shall be borne by the customer.

If calculations (analytically or numerically) show the requirement of structural changes to the components, the resulting costs due to design changes and subsequent calculation loops shall be borne by the customer. Necessary design changes and the resulting costs are to be agreed with the customer prior to making the changes.

6. Claims based on shortcomings

The customer is obliged upon receipt to carefully examine the technical documents. Any shortcomings that might arise are to be reported to AeroFEM in writing within four weeks from receipt of the documents.

If the customer fails to do so, the technical documents are considered approved unless the shortcoming is not recognizable even upon careful examination. The liability for shortcomings is regulated by the statutory provisions unless otherwise agreed in these terms and conditions.

7. Liability

AeroFEM, irrespective of the legal reason, is only liable for damage if it is caused by intent or gross negligence. Any liability for indirect or consequential damages such as loss of profits is explicitly and entirely excluded.

8. Non-disclosure

Information and documents of technical or commercial nature, being disclosed by one contract partner to the other as part of this agreement are confidential. The circulation of such documents as well as the disclosure of their content to third parties is only permitted with prior written consent of the other contract partner. The right of the customer to disclose and circulate to third parties, provided documents for technical purposes remains unaffected.

9. Intellectual property rights

AeroFEM retains all protection and copyright on supplied technical documentation and information/data. AeroFEM grants the customer a temporally and spatially unlimited exploitation right on the results delivered to the customer. The exploitation right may not be transferred to third parties without written consent by AeroFEM.

The exploitation right does not cover software designed or developed within the scope of the contract.

The legal granting of intellectual property rights is suspended until full payment of the contractually agreed remuneration has been received by AeroFEM.

10. Language and interpretation

The contract language is German. If discrepancies between the English and the German text occur, the German text is to be given priority of interpretation. Translation into the English language is for information only.

11. Final clause

The customer is not entitled to transfer contractual rights and obligations to a third party without written consent of AeroFEM. The customer may offset his claims against claims from AeroFEM only if the customer’s claims are legally established or recognised in writing. The right of retention can only be asserted against claims arising from the same contract. Collateral agreements do not exist. All additions or changes to this contract must be in writing. The legal relationship is subject to Swiss law with place of jurisdiction CH 6373 Stans.