§1. Scope
(1) These General Terms and Conditions (GTC) govern all deliveries, services and other contracts concluded between Schiffbau-Versuchsanstalt Potsdam GmbH (“SVA”) and its client acting in the course of business (“Client”).
(2) The basis of each contract is exclusively the currently valid version of these GTC.
(3) Conflicting or supplementary terms and conditions of business or contract of the client shall not apply unless SVA expressly agrees to their validity in writing. Unconditional acceptance of an order by SVA does not constitute acceptance of deviating terms and conditions.
(4) Individual agreements between the parties shall take precedence, provided they have been confirmed in text form (§ 126b BGB).
§2. Offers and conclusion of contract
(1) A contract between SVA and the client is only concluded when SVA confirms the order in writing or in electronic form.
(2) Offers, cost estimates and other service descriptions provided by SVA are subject to change unless they have been expressly marked as binding.
(3) All agreements between the parties are based exclusively on the respective contract and these General Terms and Conditions. Supplementary or deviating agreements are only effective if they have been confirmed in text form.
§3. Prices and terms of payment
(1) All prices quoted by SVA are net amounts and are subject to the applicable statutory value added tax.
(2) Invoice amounts are payable without deduction within 21 days of receipt. Unless otherwise agreed, the following payment instalments apply to projects with a net order value of more than €10,000 or a term of more than four weeks, starting from the conclusion of the contract:
- 30% upon placing the order
- 40% upon delivery of the results
- 30% after completion of the model tests or calculations.
(3) If the client defaults on payment, SVA may charge default interest at a rate of nine percentage points above the respective base rate (§ 288 (2) BGB).
(4) Offsetting or retention is only permissible if the counterclaim is undisputed or has been legally established.
(5) If the client terminates or rescinds the contract under German law, they must reimburse the SVA for the costs incurred up to that point; however, this shall be at least 20% of the order value, unless the client can prove that no damage or significantly less damage has been incurred.
§4. Deadlines, cooperation and force majeure
(1) In order for SVA to be able to provide the agreed services on time, the client is obliged to provide all necessary information, documents, drawings and data in full and in good time. If the client fails to fulfil these obligations or is late in doing so, the agreed service deadlines shall be extended appropriately, but depending on the capacities available at SVA at the time. If delayed information or subsequent changes lead to additional expenses or loss of profit – for example, due to unused test slots – the client shall bear the additional costs incurred as a result. In such cases, SVA shall not be obliged to provide further services without an adjustment in remuneration.
(2) Events beyond the control of SVA that occur after the conclusion of the contract – such as natural disasters, labour disputes, pandemics or official orders – shall release SVA from its obligation to perform for the duration and to the extent of their effects. SVA shall inform the client immediately of the beginning and end of the hindrance. If the impediment lasts longer than three months, either party may withdraw from the contract.
§5. Provisions and transport
(1) If the client provides SVA with models, equipment or other items for the execution of the order, the client shall bear the risk for defects in the provided items. The client shall be solely liable for any damage or delays attributable to defects in the items provided.
(2) Unless otherwise agreed, the client shall bear the responsibility and costs for the delivery and return transport of the items provided.
(3) Unless otherwise agreed, the party responsible for transport shall be liable for damage to or loss of items provided during transport.
§6. Confidentiality and property rights
(1) Both contracting parties undertake to keep all information, documents and data received in connection with the order confidential and to use them exclusively for the purpose of the respective project. Disclosure to third parties is only permitted with the prior written consent of the other party. This obligation does not apply to information that is generally accessible, was already lawfully known to the recipient, was developed independently by the recipient, or must be disclosed due to legal regulations or official orders. The confidentiality obligation shall remain in force even after termination of the contract.
(2) Reports, drawings, calculations, photos, videos, models or other work results created by SVA may only be used by the client within the scope of the respective project. Any use, reproduction or publication beyond this requires the prior written consent of SVA.
(3) Unless expressly agreed otherwise, all property rights, copyrights and industrial property rights to models, methods, measurement procedures, software, devices and other documents developed, manufactured or made available by SVA shall remain with SVA. These rights may only be transferred or licensed with the express consent of SVA and in return for separate remuneration. If the client collects a ship model, transfer of ownership shall take place upon handover of the model to the client. If the model is not collected within twelve months of completion of the respective project, SVA shall be entitled to destroy the ship model as its owner after giving prior notice. In this case, the client shall have no claim to surrender or replacement. The SVA shall only be liable for damage during the guaranteed storage period of one year in cases of intent or gross negligence.
§7. Defects and warranty claims
(1) The client must notify SVA in writing of any recognisable defects in the services provided by SVA within four weeks of receipt. If no complaint is made within this period, the service shall be deemed to have been accepted.
(2) If there is a justified defect, SVA shall first be entitled to subsequent performance. Subsequent performance shall be carried out at SVA’s discretion by rectifying or replacing the defective service. If subsequent performance fails after two unsuccessful attempts, the client may reduce the remuneration or withdraw from the contract. Further claims for damages shall be governed by § 8.
(3) Claims for defects shall become time-barred within one year of acceptance of the respective service.
§8. Liability
(1) SVA shall be liable without limitation for damage caused intentionally or through gross negligence. In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for this type of contract, but shall not exceed the respective net order value.
(2) Liability for lost profits, indirect damage or consequential damage is excluded to the extent permitted by law.
(3) Liability for damages resulting from injury to life, limb or health remains unaffected.
(4) The above liability provisions also apply to the personal liability of SVA’s legal representatives and vicarious agents.
§9. Data protection
(1) SVA processes the client’s personal data exclusively for the purpose of contract execution and in compliance with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR). Further information on the type, scope and purposes of data processing can be found in the current SVA privacy policy.
§10. Place of jurisdiction and applicable law
(1) All disputes arising from or in connection with the contractual relationship shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance for all obligations arising from the contractual relationship is Potsdam.
(3) If the client is a merchant, a legal entity under public law or a special fund under public law, Potsdam, Germany shall be the exclusive place of jurisdiction for all disputes arising from and in connection with the contract.
§11. Severability clause
(1) Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory provision.