general terms and conditions

These general terms and conditions (GTC) apply to all contracts of Josip Heger und Simon Heger GbR, Bleichstraße 94, 75173 Pforzheim, Germany (“Heger CAD”), for services in design, calculation and simulation, plant planning, prototype and product development, technical documentation, data management and automation, and for supporting manufacturing, assembly and commissioning.

They apply only to entrepreneurs (Section 14 of the German Civil Code, BGB), legal entities under public law and special funds under public law (“Customer”).

Deviating or supplementary terms of the Customer, such as purchasing conditions, only become part of the contract if Heger CAD expressly agrees to their validity in text form. This also applies if Heger CAD starts work in the knowledge of such terms.

Agreements made in individual cases, in particular in the offer or order confirmation, take precedence over these GTC.

These GTC also apply to future contracts with the Customer without Heger CAD having to refer to them again.

Heger CAD is bound by an offer for the period stated in it.

A contract is concluded when the Customer accepts an offer from Heger CAD or when Heger CAD confirms an order from the Customer or starts carrying it out. Text form, e.g. e-mail, is sufficient.

The scope of services is determined by the offer or the order confirmation. Estimates of effort are non-binding unless a fixed price has been expressly agreed. If it becomes apparent that an estimate will be significantly exceeded, Heger CAD informs the Customer without delay.

Heger CAD provides its services professionally in accordance with the generally recognised rules of technology and the agreed specifications of the Customer.

If a specific result has been agreed, such as models, drawings, bills of materials, calculations, documentation or programs, Heger CAD owes this result (contract for work). This also applies if billing is based on time spent or on an hour contingent. For consulting, support for the Customer’s projects or on-site support without an agreed result, Heger CAD owes the professional performance of the activity (contract for services).

For hour contingents, the offer specifies the scope, term, call-off and the handling of hours not called off. If a contingent is likely to be insufficient for an agreed result, Heger CAD informs the Customer; the Customer decides on further hours.

Heger CAD provides its services independently and on its own responsibility, including assignments at the Customer’s premises. Only Heger CAD gives instructions to its staff; there is no temporary agency work. Specifications of the Customer regarding the result and regarding safety and order at the place of assignment remain unaffected.

Assignments at the Customer’s premises take place by arrangement. Travel time, travel expenses and the surcharge for on-site assignments are set out in the offer.

Manufacturing, delivery and assembly by third parties, such as partner companies, are commissioned by the Customer itself. In this respect, Heger CAD only owes the agreed technical support.

Heger CAD may use suitable subcontractors and remains responsible for their services. Section 12 applies to them.

The Customer provides all documents, data and information required for the services in good time, completely and free of charge, such as specifications, company standards, drawing frames, CAD templates and existing data. It names a contact person who can make decisions or obtain them at short notice.

The Customer is responsible for the correctness and completeness of its specifications. Heger CAD checks them for plausibility and points out recognisable errors, gaps and concerns.

The Customer ensures that it may use the documents provided and pass them on to Heger CAD and that this does not infringe any third-party rights.

If the Customer does not cooperate at the agreed times or in good time, deadlines are extended by the duration of the delay plus a reasonable start-up period. The Customer pays for the additional effort caused by this at the agreed hourly rates.

Before Heger CAD intervenes in the Customer’s systems or applies programs to its data, the Customer backs up its data.

The Customer releases the results for manufacturing and use. Before doing so, it checks whether the results meet its requirements.

Unless otherwise agreed, the obligations of the manufacturer under product safety law, e.g. under the Machinery Directive 2006/42/EC or the Machinery Regulation (EU) 2023/1230, lie with the Customer. These include the risk assessment, conformity assessment, declaration of conformity and CE marking, even if Heger CAD provides support or prepares parts of the technical documentation.

Calculations and simulations are based on the loads, material properties and boundary conditions agreed or specified by the Customer. They do not replace prescribed tests, trials or acceptance inspections.

Heger CAD only owes a search for third-party industrial property rights, such as patents, if this has been expressly agreed. Heger CAD informs the Customer of third-party rights known to it.

Heger CAD implements change requests of the Customer insofar as they are reasonable. Beforehand, Heger CAD states the effects on effort and deadlines; changes are implemented after the Customer has confirmed them in text form. Heger CAD invoices the additional effort on a time basis unless otherwise agreed.

Delays due to circumstances for which Heger CAD is not responsible, such as force majeure or disruptions at third parties, extend deadlines by the duration of the hindrance plus a reasonable start-up period. Heger CAD informs the Customer without delay.

The remuneration is based on the offer. For billing on a time basis, the agreed hourly rates apply; invoicing is based on Heger CAD’s time records, which are enclosed with the invoice or presented on request. All prices are exclusive of statutory VAT.

For work results, Heger CAD may request progress payments monthly or according to the progress of the work, in the amount of the value of the services provided (Section 632a BGB). Heger CAD invoices services under a contract for services monthly.

Invoices are payable without deduction within 14 days of receipt, unless the offer or invoice states a longer period.

In the event of late payment, the statutory provisions apply, in particular default interest of 9 percentage points above the base interest rate and a lump sum of EUR 40 (Section 288(2) and (5) BGB).

The Customer may only set off claims that are undisputed or have been finally established by a court. This does not apply to counterclaims from the same contract, in particular due to defects or additional costs of completion.

The Customer accepts work results after completion. It may not refuse acceptance because of insignificant defects.

Heger CAD may submit parts agreed as partial services in the offer that are self-contained and can be checked independently, such as individual assemblies or sets of drawings, for separate acceptance.

If the Customer releases results for manufacturing, this is deemed to be acceptance of the released results.

A work result is also deemed accepted if Heger CAD has set the Customer a reasonable period for acceptance after completion and the Customer has not refused acceptance within this period, stating at least one defect (Section 640(2) BGB).

Upon full payment of the remuneration owed for them, the Customer receives the exclusive and transferable right, unlimited in time, territory and content, to use, modify and reproduce the models, drawings, bills of materials, calculations and documentation created for it.

For programs that Heger CAD develops for the Customer, such as iLogic rules, configurators or checking programs, the Customer receives upon full payment of the remuneration owed for them a non-exclusive right, unlimited in time, to use and modify them within its own company. The Customer may pass on rules embedded in models or drawings together with them. Heger CAD may reuse general program parts that contain no confidential information of the Customer.

Heger CAD’s own tools, such as programs, rules, templates, libraries and know-how that were created independently of the order, remain with Heger CAD. If they are part of the results, such as standard parts in a model, the Customer may use them as part of the results. Any further use, e.g. of a program in the Customer’s system, is agreed in the offer.

Until full payment, the Customer may use the results in accordance with the contract. Heger CAD may only prohibit their use while the Customer is in default of payment and a reasonable grace period has expired without result.

Heger CAD may keep copies of the results for evidence and documentation purposes. They are subject to confidentiality under section 12.

In the event of defects, Heger CAD remedies the defect or provides the service again, at its option (subsequent performance). If subsequent performance fails, the Customer has the statutory rights. Damages are governed by section 11.

The Customer reports defects in text form as soon as possible after discovering them and describes them as precisely as possible.

Claims for defects become time-barred 12 months after acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment and a guarantee, injury to life, body or health, claims under the Product Liability Act and planning or supervision services for a building or other structure (Section 634a(1) no. 2 BGB). In these cases, the statutory periods apply.

Heger CAD is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, in cases of fraud and to the extent of a guarantee given.

In the event of slight negligence, Heger CAD is only liable for the breach of essential contractual obligations. These are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer regularly relies and may rely. Liability is then limited to the foreseeable damage typical for the contract.

In the event of slight negligence, Heger CAD is only liable for the loss of data up to the effort that would have been required to restore the data if the Customer had backed it up properly.

These limitations also apply to the personal liability of Heger CAD’s employees, representatives and vicarious agents.

Confidential information means all documents, data and knowledge that one party makes available to the other in connection with an enquiry, an offer or an order and that are marked as confidential or whose confidentiality is evident from the circumstances. This may include in particular drawings, CAD models, calculations, requirement and functional specifications, samples, offers and prices, concepts, programs and know-how.

The results created for the Customer are deemed confidential information of the Customer, except for Heger CAD’s own tools and general program parts (sections 9.2 and 9.3). The Customer’s use and disclosure of the results are governed exclusively by section 9.

E-mails from Heger CAD that refer to confidentiality under these GTC are deemed to be marked as confidential, including their attachments and linked files.

Both parties keep the other party’s confidential information secret, use it only for the respective purpose and protect it with appropriate measures, at least as carefully as their own confidential information.

They may only pass on confidential information to persons who need it for the purpose and who are themselves bound to confidentiality, such as employees, freelancers, subcontractors, IT and e-mail service providers and legal and tax advisors. Heger CAD only passes on documents of the Customer to partner companies with the Customer’s consent.

Heger CAD does not enter confidential information of the Customer into third-party AI services.

The obligations do not apply to information that

• is or becomes publicly known without breach of this section,
• was already lawfully known to the receiving party,
• the receiving party lawfully received from third parties without an obligation of confidentiality,
• the receiving party developed independently, or
• the receiving party must disclose by law or by order of an authority or court.

In the last case, the receiving party informs the other party beforehand, where permitted, and discloses only what is necessary.

The obligations apply during the cooperation and for five years after the end of the last order. The statutory protection of trade secrets remains unaffected.

After the end of an order, each party returns or deletes the other party’s confidential information on request, unless statutory retention obligations or evidence purposes under section 9.5 prevent this. Copies in backups are deleted in the usual cycle and remain confidential until then.

Heger CAD also treats documents from enquiries as confidential if no order is placed.

A separate non-disclosure agreement takes precedence over this section insofar as it provides otherwise.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

If any provision of these GTC is invalid, the remaining provisions remain valid.

The English version of these GTC is a translation. In case of doubt, the German version shall prevail.