Terms & Conditions
Terms and Conditions for Development of Studies or Specifications
§ 1 Scope of Contract
1.1 termoflow.com shall perform the services specified in writing, on the basis of termoflow.com’s rules for development and documentation, following the current state of the art. Those requirements finally defined pursuant to § 2 (final specification) and § 4 shall be binding.
1.2 termoflow.com shall name a project manager, the customer a representative. Both shall promptly make all decisions on their authority or provide all authorizations required without delay. The project manager shall record all decisions in writing. The representative shall provide all required information. termoflow.com shall contact the representative as necessary to ensure the proper performance of the mutual obligations.
§ 2 Performances
2.1 termoflow.com shall covenant a time and work schedule for the performances together with the customer and adjust it from time to time with the customer.
2.2 The customer shall examine all planned interim results and make comments in writing within two (2) weeks. In addition, the customer shall take part in planned reviews and interim results. termoflow.com shall provide required material for planned reviews in advance. The customer shall comment in writing within one (1) week after the interim result. Approved results shall be binding requirements for further performances.
2.3 The services shall be performed at the customer’s location to the extent necessary. In this event, the customer shall provide termoflow.com with sufficient system capacity for developing and testing, free of charge.
§ 3 Rights of Use
3.1 termoflow.com grants to the customer the right to use the performances at its liberty for the customer’s own purposes.
3.2 All other rights in the performances remain with termoflow.com. termoflow.com may use the performances and the gained know-how for performances outside of the contract, provided termoflow.com complies with §10.
§ 4 Change Requests
4.1 If the customer requests termoflow.com to undertake any modification of the agreed on requirements including any addition to it, and if the requested modification is reasonable and acceptable, termoflow.com shall agree. If the realization of such a request results in any burden on termoflow.com's side, termoflow.com is entitled toan appropriate adaptation of the terms of the contract, in particular to the extension of time for the completion and/or to additional compensation.
4.2 Agreements on modifications and the resulting adaptations of the terms of the contract shall be made in writing. If the customer requests a modification orally, termoflow.com may request the customer to deliver it in writing, or termoflow.com may confirm it in writing itself. If termoflow.com confirms the customer’s request for modification, the wording of termoflow.com’s confirmation shall be deemed to express the customer's requirements correctly, unless the customer objects without delay.
4.3 termoflow.com shall submit requests for adaptations of the contract without delay. The customer shall notify termoflow.com without delay, if the customer disagrees with the requested adaptation.
§ 5 Delivery and Acceptance
5.1 The customer shall confirm the receipt of termoflow.com’s performances in writing.
5.2 The customer agrees to examine the performances and to confirm their acceptance in writing if the performances meet the finally agreed specification. Unless otherwise agreed, the acceptance test period shall be two (2) weeks.
5.3 The customer is deemed to have accepted the performances if their use is not substantially restricted by a reported defect for two (2) weeks after the end of the agreed acceptance test period.
§ 6 Charges and Payments
6.1 If it is agreed to remunerate termoflow.com on the basis of time consumed, working time, traveling expenses and incidental expenses shall be paid in accordance with termoflow.com’s price list valid at the time. termoflow.com may submit invoices on a monthly basis.
6.2 In case the value of an order exceeds € 5000 a fixed price shall be paid as follows:
30 % at the conclusion of the contract,
50 % with delivery,
20 % with acceptance.
Travel expenses and travel time shall be reimbursed separately even if a fixed price is agreed on.
All support services (in particular installation, brief or extended training, consultancy services) shall be reimbursed separately, unless they are expressly included in the fixed price in the contract.
6.3 Payments shall be due without deductions 30 days after invoicing.
6.4 Duties, taxes and levies, including V.A.T. –if applicable –, shall be paid by the customer on all prices.
§ 7 Disruptions in the Performance, Delay
7.1 In the event of any circumstances for which termoflow.com is not responsible, and which adversely affect the performance of the contractual obligations, including strike and lock-out, termoflow.com may request an appropriate adaptation of the terms of the contract, in particular an appropriate extension of the delivery date. If the cause is attributable to the customer and results in additional efforts to termoflow.com, termoflow.com is also entitled to additional compensation.
7.2 If termoflow.com's delay exceeds 30 days, the customer is entitled, for every subsequent week, to a penalty of 0.5 % of the value of the performances that cannot be used according to the contract, but the penalty shall be limited to 5 % of the total contract value.
§ 8 Remedy of Defects
8.1 The customer shall report defects with reasonable substantiation. termoflow.com shall correct reported defects within reasonable time either by remedy of the defect or replacement delivery.
§ 9 Liability
9.1 In the event termoflow.com defaults on its performances (through delivery) or supplementary performances (through removal of defects or replacement delivery), the customer may set a reasonable period for performance or supplementary performance. If the period expires without result, or if the performance or supplementary performance ultimately fails in any other manner, the customer may assert its statutory claims, damage claims within the framework of § 9.3. termoflow.com may request a period for the customer to declare whether the customer still requests primary or supplementary performance. If the customer does not request primary or supplementary performance within this period, the customer shall no longer be entitled to claim it.
9.2 The limitation period for claims based on defects shall be 24 months.
9.3 termoflow.com including any person engaged in performing any obligation under this contract shall be liable for damages under any claim based on normal negligence only if termoflow.com breaches a basic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event, termoflow.com’s liability shall be restricted to €5000 or the contract value, whichever amount is higher. The customer may claim a higher maximum, but termoflow.com may then require a surcharge for the aggravated risk.
9.4 The restrictions shall not apply to the extent the damages are covered under termoflow.com’s business liability insurance and the insurance company has paid termoflow.com. termoflow.com agrees to maintain the insurance coverage in effect at the time of the execution of the contract.
9.5 Claims for bodily injuries and claims based on the German Product Liability Act shall remain unaffected.
§ 10 Confidentiality
10.1 termoflow.com shall keep the customer's trade and business secrets confidential as well as all other information designated in writing as confidential. termoflow.com shall have no obligation with respect to information that is already in its possession, is independently developed or becomes publicly known through no wrongful act of termoflow.com.
10.2 termoflow.com is not obliged to keep confidential any ideas, concepts, know-how or techniques related to hard- and/or software services.
10.3 termoflow.com shall oblige its employees to adhere to the confidentiality obligations.
10.4 termoflow.com may enter the customer's name into termoflow.com’s list of customers, together with a short description of termoflow.com's performances. All other references that the customer is termoflow.com's customer are subject to the customer’s prior approval.
§ 11 Miscellaneous
11.1 The contract shall constitute the entire agreement between the parties and shall not be altered, amended or cancelled, except in writing and with the consent and signature of all parties concerned.
11.2 The contract shall conform with and be governed by the laws of Republic of Bulgaria without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Exclusive venue shall be termoflow.com's main place of business.