1. Area of ​​application 1.1 Area of ​​application The following "General Terms and Conditions - (work) contract" (hereinafter "GTC") apply to all (work) contracts between One for Turbine GmbH (hereinafter "OFT") and entrepreneurs (§ 14 BGB), legal persons under public law and special funds under public law (hereinafter referred to as “contractual partners”). 1.2 Conflicting terms and conditions The OFT terms and conditions apply exclusively. Conflicting, supplementary or deviating terms and conditions of the contractual partner will not become part of the contract, even if the OFT is aware of the OFT, even if the OFT executes a contract (unconditionally) without having expressly objected to such conditions, unless their validity is expressly agreed in writing by OFT. This also applies if the OFT does not separately contradict conflicting conditions in individual cases or if reference is made to correspondence that contains or refers to the terms and conditions of the contractual partner or a third party.
  2. Area of ​​application 1.1 Area of ​​application The following "General Terms and Conditions - (work) contract" (hereinafter "GTC") apply to all (work) contracts between One for Turbine GmbH (hereinafter "OFT") and entrepreneurs (§ 14 BGB), legal persons under public law and special funds under public law (hereinafter referred to as “contractual partners”). 1.2 Conflicting terms and conditions The OFT terms and conditions apply exclusively. Conflicting, supplementary or deviating terms and conditions of the contractual partner will not become part of the contract, even if the OFT is aware of the OFT, even if the OFT executes a contract (unconditionally) without having expressly objected to such conditions, unless their validity is expressly agreed in writing by OFT. This also applies if the OFT does not separately contradict conflicting conditions in individual cases or if reference is made to correspondence that contains or refers to the terms and conditions of the contractual partner or a third party.

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2.2 Subject matter of the contract and performance of the contract 2.2.1 The respective performance obligations agreed between the contractual partner and OFT (hereafter “the parties”) (hereafter “subject matter”) result from the written (work) contract concluded between the parties. 2.2.2 OFT is entitled to perform the services owed by it at its own discretion, in compliance with the appropriately and professionally recognized rules of technology and any official approval requirements, unless otherwise agreed in writing. 2.2.3 OFT is particularly entitled to commission subcontractors / freelancers, i.e. third parties, to carry out services. 2.2.4 Additional expenses of the OFT, which arise in particular due to changes in the scope of services during the execution of the order, will be invoiced separately to the contractual partner based on the respective expenditure. 2.2.5 The contractual partner is obliged to provide the OFT with all information and documents / permits that are relevant and / or required for the execution of the order, without being asked and in good time, as far as possible before the OFT starts work. This also includes information about measures and / or approvals by third parties that are important for the execution of the order, as well as any other obligations of the contractual partner to cooperate resulting from the order. 2.2.6 If the OFT incurs additional expenses due to the breach of the contractual partner's obligations to cooperate, in particular his information / disclosure obligations, this can be invoiced separately to the contractual partner based on the respective (additional) expenses. This also applies expressly in the event that this breach of the duty to cooperate also relates to circumstances that were not yet recognizable to the OFT when the order was placed and which require additional effort compared to the calculated workload.

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2.2.7 Each party can request changes to the agreed scope of services in writing from the other party even after the contract has been concluded. 2.2.8 After receiving a change request, the receiving party will check whether and under what conditions the changes can be carried out and inform the requesting party immediately in writing of their approval or rejection of the requested changes and, if necessary, justify them. The OFT reserves the right to separately invoice the contractual partner for any additional work required for the inspection, after prior notice, based on the respective costs.

  1. Remuneration, payment deadlines, offsetting, retention and assignment rights, default 3.1 Remuneration The contractual partner pays the remuneration agreed in the order for the provision of the agreed services. The remuneration is understood as a net amount plus the statutory sales tax applicable on the day of invoicing.

3.2 Payment deadlines 3.2.1 The remuneration is payable within 20 days of the invoice date without deduction, unless other (partial) payment regulations have been expressly made in writing in the order. 3.2.2 Deductions, in particular from discounts, require an express written agreement. 3.2.3 If the contractual partner does not adhere to the partial payment deadlines agreed in the order (installment payments), OFT has the right to refuse performance with regard to the services still owed until all of its due claims have been settled or a corresponding security has been provided. 3.2.4 If the OFT is prevented from fulfilling an obligation incumbent on it, which is a prerequisite for the due date of a payment claim, through no fault of its own, the payment claim for the services already rendered becomes due for payment at the original due date even without this service.

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3.3 Set-off and retention rights The contractual partner has neither a retention nor a set-off right, unless his counterclaims have previously been legally established, undisputed or recognized in writing by the OFT. 3.4 Rights of assignment OFT is entitled to assign the claims from and in connection with the (work) contract. The contractual partner cannot assign its claims against the OFT to third parties. Section 354a of the German Commercial Code remains unaffected. 3.5 Default The statutory default rules apply. A monetary debt is to be paid interest at five percentage points above the base rate for the year during the default. If the contractual partner is not a consumer within the meaning of the German Civil Code, the interest rate for payment claims is nine percentage points above the base rate. The assertion of further damage caused by default is not excluded. We reserve the right to assert further damages.

  1. Delivery and service dates 4.1 The delivery and service dates specified in the order are generally non-binding, unless the OFT has expressly confirmed their binding nature in writing. 4.2 Should the contractual partner or third party fail to meet their cooperation and / or (partial) payment obligations, in particular those listed in 2.2 and 3. of these GTC, the delivery and service dates expressly confirmed by OFT as binding shall also be extended accordingly. 4.3 The same applies to delays due to force majeure or other circumstances for which OFT is not responsible. 5. Acceptance 5.1 The contractual partner is obliged to accept services that are ready for acceptance. The same applies to partial services by OFT that are ready for acceptance, insofar as this is reasonable for the contractual partner, taking into account the agreed purpose of the service.

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5.2 The acceptance is deemed to have taken place when the contractual partner has accepted the services without reservation (in accordance with Section 377 of the German Commercial Code) or the services are ready for acceptance and the contractual partner has paid the OFT's payment claims unconditionally and in full. 5.3 Complaints must be made in writing to the OFT.

  1. (Extended) retention of title 6.1 Transfer of title after payment. The delivered and / or manufactured objects (works) remain the property of OFT until they have been paid for in full.

6.2 Resale. 6.2.1 The following regulations only apply to commercial transactions. 6.2.2 The delivered and / or manufactured objects (works) remain the property of OFT until full payment of all OFT's claims against the contractual partner on the invoice date. 6.2.3 The contractual partner is only entitled to resell in the ordinary course of business. The contractual partner already now assigns his claims from the resale to OFT. The OFT hereby accepts the assignment. 6.2.4 In the event of default at the latest, the contractual partner is obliged to name the debtor of the assigned claim. 6.2.5 If the value of the collateral existing in favor of OFT exceeds its claims by more than 10% in total, OFT is obliged to release collateral at the request of the contractual partner or a third party affected by the collateral provided by OFT.

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6.3 Working or processing. 6.3.1 If the OFT processes or processes the products, the OFT is to be regarded as the manufacturer in accordance with Section 950 of the German Civil Code (BGB) and retains ownership of the products at all times during processing. 6.3.2 If third parties are involved in the treatment or processing, OFT is limited to a co-ownership share in the amount of the invoice value of the reserved items. The property acquired in this way is deemed to be reserved property.

6.4 Documents handed over 6.4.1 All documents handed over to the contractual partner in connection with the order and / or the initiation of the order, in particular calculations, offers, findings reports, drawings, photos etc. remain the property of OFT and may not be made accessible to third parties, unless the OFT has given its express consent beforehand. 6.4.2 The consent will be given, provided there is no legitimate interest of the OFT to the contrary. 6.4.3 In addition, the contractual partner undertakes to maintain secrecy vis-à-vis third parties with regard to information / knowledge and documents that he has obtained from the documents handed over to him in the context of the order or the order initiation. 6.4.4 Possibly The OFT retains the copyrights to the documents submitted.

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  1. Warranty / Statute of Limitations 7.1 Warranty 7.1.1
    For defects and for the lack of warranted properties in objects delivered and / or manufactured by OFT or services provided by OFT, subsequent performance will be provided by subsequent improvement or new manufacture, at OFT's option. 7.1.2 Defects and / or the lack of guaranteed properties must be reported in writing by the contractual partner immediately after discovery of the OFT. 7.1.3 There is a right to a reduction in the remuneration (reduction) or to rescission of the contract if the repair or new production is not possible in individual cases, is culpably omitted despite a written request by the contractual partner with a reasonable deadline or if attempts at repair have repeatedly failed. 7.1.4 The contractual partner is not entitled to withdraw from the contract if there is only a minor defect. 7.1.5 OFT can refuse supplementary performance until the contractual partner has fulfilled his payment obligations for the defect-free part of the services provided or items (works) supplied.

7.2 Limitation 7.2.1 The limitation period for claims for defects is 1 year from the date of acceptance. 7.2.2
Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, body or health and / or claims for damages due to damage caused by gross negligence or willful intent by the OFT. The statutory limitation periods apply in this respect.

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  1. Limitation of liability 8.1 OFT is liable for culpable breaches of contractual obligations - except in the case of breach of essential contractual obligations, in the event of injury to life, limb or health - only for intent and gross negligence. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract. 8.2 The amount of liability is limited to typical and foreseeable damage. 8.3 Any claims for damages by the contractual partner based on the Product Liability Act or the lack of warranted properties remain unaffected. A property is only considered guaranteed if this has been expressly declared in writing by the OFT. 8.4 If, in individual cases, a property has been guaranteed in writing by OFT, liability for consequential damage will only apply if this has also been expressly agreed in writing. 8.5 The aforementioned limitations of liability also apply to the personal liability of employees and freelancers of OFT.
  2. Final provisions 9.1 Changes or additions to these General Terms and Conditions and also to the order require a written agreement between the parties or mutual written confirmation, otherwise they are void. This also applies to changes to this clause. 9.2 The place of performance and place of jurisdiction is the registered office of OFT, insofar as the contractual partner is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. The same applies if the contractual partner does not have a registered office or usual place of residence in the Federal Republic of Germany when the action is brought.

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9.3 The law of the Federal Republic of Germany applies. UN sales law (CISG) does not apply. 9.4 The ineffectiveness of individual provisions of these general terms and conditions does not affect the effectiveness of the remaining provisions or the order. Should the contractual partner contradict individual provisions of these terms and conditions, this does not affect the validity of the remaining provisions.

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