Terms and Conditions 

General Terms and Conditions (GTC) 

van Baarle Engineering 

English translation of the German terms provided by the client. In the event of discrepancies, the German version should be reviewed as the source text.  

§ 1 Scope 

(1) These General Terms and Conditions apply to all contracts between van Baarle Engineering (hereinafter referred to as the “Service Provider”) and the respective Client. 

(2) They apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law, unless expressly agreed otherwise. 

(3) Any deviating, conflicting, or supplementary terms and conditions of the Client shall not apply unless the Service Provider expressly agrees to them in writing. 

(4) These GTC shall also apply to future business relationships, provided that they have once been validly brought to the Client’s attention and no more recent version has been agreed. 

§ 2 Subject Matter of the Contract 

(1) The subject matter of the contract comprises engineering, development, design, calculation, and simulation services, in particular product development, plastics engineering, FEM/CAE analyses, Moldflow/injection-moulding simulations, technical consulting, and the preparation of technical documentation. 

(2) The precise scope of services is defined in the respective quotation, service description, or individual written agreement. 

(3) The Service Provider owes the professional performance of services or work in accordance with the agreed scope. No specific economic, technical, production-related, market-related, or regulatory result is owed unless expressly agreed in writing as a specification or guarantee. 

(4) Where the Service Provider provides recommendations, evaluations of alternatives, or technical assessments, these are intended to support the Client’s decision-making. 

§ 3 Formation of the Contract 

(1) Quotations issued by the Service Provider are non-binding unless expressly designated as binding. 

(2) A contract is concluded through written acceptance of a quotation, placement of an order by the Client, or commencement of performance at the Client’s request. 

(3) Amendments and supplements to the contract must be made in text form unless a stricter form is required by law. 

§ 4 Scope and Performance of Services 

(1) Services shall be performed in accordance with the respective state of the art, the recognised methods of the relevant specialist field, and on the basis of the information provided by the Client. 

(2) The Service Provider is entitled to engage qualified third parties or subcontractors, provided that no legitimate interests of the Client conflict with such engagement. 

(3) Changes to the scope of services, additional alternatives, additional iterations, supplementary evaluations, or modified boundary conditions require a separate agreement and may be subject to additional remuneration. 

(4) Dates and deadlines are binding only if they have been expressly agreed in writing as binding. 

§ 5 Client’s Duties to Cooperate 

(1) The Client shall provide the Service Provider, completely, correctly, and in due time, with all information, data, models, drawings, specifications, load assumptions, material data, boundary conditions, standards requirements, and other documents required for performance of the services. 

(2) The Service Provider is entitled to rely on this information without separate verification, unless obvious inconsistencies are apparent. 

(3) Delays, additional costs, or impairment of quality attributable to missing, late, contradictory, or incorrect cooperation by the Client shall not be borne by the Service Provider. 

(4) The Client must notify the Service Provider without delay of any changes to specifications, data, load assumptions, material data, operating conditions, or project objectives. 

§ 6 Acceptance of the Services 

(1) Insofar as the services are capable of acceptance, the Client shall inspect the delivered results without delay following delivery. 

(2) The services shall be deemed accepted if the Client does not notify the Service Provider in writing of material defects within 10 working days after delivery, or if the Client uses the results productively, passes them on to third parties, uses them for approval decisions, or incorporates them into subsequent project phases. 

(3) Following acceptance, subsequent complaints are excluded to the extent permitted by law and insofar as the defect would have been identifiable upon proper inspection. 

(4) Insignificant deviations that do not materially impair the usability of the services do not entitle the Client to refuse acceptance. 

§ 7 Use of Simulation Results / Practical Testing 

(1) Calculations, simulations, analyses, and technical evaluations serve exclusively for technical assessment and decision support. 

(2) Simulations constitute a simplified representation of reality. They cannot fully account for actual conditions, manufacturing influences, material variations, assembly effects, ageing, operating errors, environmental influences, or other real operating conditions. 

(3) Before practical application, ordering or modifying tooling, serial production, market launch, or safety-relevant use, the Client is obliged to verify all results by means of suitable tests, prototype trials, tooling trials, production trials, and validations. 

(4) Any use of the results without adequate practical testing shall be entirely at the Client’s own risk, to the extent permitted by law. 

(5) The Service Provider assumes no responsibility for the results predicted in simulations or calculations being achieved identically in actual manufacture or application. 

§ 8 Written Approval Prior to Toolmaking and Serial Production 

(1) Before ordering, manufacturing, modifying, or approving tools, prototypes, serial products, or production-relevant components, the Client shall independently review the designs, calculations, simulations, drawings, evaluations, and other work results provided by the Service Provider. 

(2) Approval for the ordering or modification of tools, serial production, market launch, or productive use shall be granted exclusively by the Client. 

(3) The Client is responsible for all decisions relating to toolmaking, tool modification, sampling, serial production, product safety, product approval, and market launch. 

(4) The Service Provider is not obliged to approve tools, serial processes, products, or market authorisations unless expressly agreed in writing. 

§ 9 Client’s Responsibility 

(1) Unless expressly agreed otherwise in writing, the Client bears sole responsibility for the design, engineering, dimensioning, product requirements, manufacturability, assembly, operation, application, product safety, market approval, and compliance with all relevant standards, statutory provisions, and industry requirements. 

(2) The Client bears full responsibility for implementing the results in actual products, tools, processes, or serial applications. 

(3) The Client shall independently verify whether the results are suitable for the intended purpose. 

§ 10 Third-Party Software, Solvers, Material Data, and Data Sources 

(1) The Service Provider’s services may be based on the use of customary industry software, solvers, simulation systems, CAD/CAE systems, material databases, data sheets, standards, manufacturer information, and other third-party data. 

(2) To the extent permitted by law, the Service Provider shall not be liable for errors, limitations, inaccuracies, software defects, model limitations, lack of currency, or deviations in third-party software, solver systems, material databases, manufacturer data, or external information sources. 

(3) The Client is responsible for providing specific material data, actual manufacturing parameters, and application-related boundary conditions where these are required for the specific task. 

§ 11 Remuneration and Payment Terms 

(1) Remuneration is determined by the respective agreed quotation or individual agreement. All prices are exclusive of statutory value-added tax, where applicable. 

(2) Invoices are payable without deduction within 14 days of the invoice date unless otherwise agreed. 

(3) In the event of default in payment, the Service Provider is entitled to suspend further services until outstanding amounts have been settled. 

(4) Additional effort resulting from subsequent changes, incomplete data, additional coordination, or modified requirements of the Client may be charged separately insofar as it is not already covered by the original scope of services. 

§ 12 Defects, Inspection, and Rectification 

(1) The Client shall communicate complaints in a comprehensible, specific, and written form. 

(2) In the event of justified defects, the Service Provider shall initially have the right to inspect and rectify them within a reasonable period. 

(3) Before asserting claims for damages, the Client shall provide the Service Provider with a reasonable opportunity to inspect and rectify the defect, insofar as this is reasonable. 

(4) Unauthorised modifications, tool changes, serial-production decisions, or engagement of third parties without a prior opportunity for inspection and rectification may exclude or reduce claims for compensation, to the extent permitted by law. 

§ 13 Liability 

(1) The Service Provider shall be liable without limitation for damage arising from injury to life, body, or health; for damage caused by intentional or grossly negligent breach of duty; for claims under the German Product Liability Act; and to the extent of guarantees expressly assumed. 

(2) In cases of ordinary negligence, the Service Provider shall be liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Client may regularly rely. 

(3) In cases of ordinary negligence, liability shall be limited to the loss typical of the contract and foreseeable at the time the contract was concluded. 

(4) To the extent permitted by law, liability for ordinary negligence shall additionally be limited to the net order value of the respective project. If professional indemnity insurance exists and provides cover for the specific loss event, liability may be extended at most up to the available insurance coverage amount. 

(5) Liability for indirect damage, consequential damage, production losses, downtime costs, tool modifications, replacement tools, recall costs, contractual penalties, loss of profit, or other consequential economic loss is excluded to the extent permitted by law. 

(6) The Client is obliged to take reasonable measures to mitigate damage. 

(7) The above limitations of liability shall also apply for the benefit of the Service Provider’s legal representatives, employees, vicarious agents, and subcontractors. 

§ 14 Indemnification 

The Client shall indemnify the Service Provider against all third-party claims attributable to: 

• incorrect, incomplete, late, or contradictory data provided by the Client; 

• specifications, requirements, load assumptions, or material data provided by the Client; 

• the Client’s independent use, implementation, or further processing of the results; 

• the Client’s failure to conduct tests, prototype trials, tooling trials, serial-production validations, or product approvals; or 

• modifications to the work results by the Client or third parties without the Service Provider’s consent. 

§ 15 No Guarantees 

(1) The Service Provider gives no guarantee regarding manufacturability, suitability for tooling, readiness for serial production, product approval, economic viability, market success, long-term durability, compliance with standards, process capability, or fitness for a particular purpose unless expressly agreed in writing. 

(2) Guarantees regarding characteristics or results always require an express written agreement. 

§ 16 Rights of Use 

(1) The Client may use the work results created exclusively within the agreed scope and for the agreed project. 

(2) Use is permitted only after full payment of the agreed remuneration. 

(3) The work results may be disclosed to third parties only within the scope of the agreed project purpose, provided that no legitimate interests of the Service Provider conflict with such disclosure. 

§ 17 Confidentiality 

(1) Both parties undertake to treat as confidential all confidential information received in connection with the cooperation. 

(2) This obligation shall continue to apply after termination of the contract. 

(3) Information shall not be deemed confidential if it is publicly known, becomes publicly known without a breach of duty, or was already lawfully known to the recipient. 

§ 18 Retention of Data 

(1) Work results, models, and project files shall be retained for at least 12 months after project completion unless otherwise agreed. 

(2) No permanent archiving, recoverability, or continued availability of editable project files is owed. 

(3) The Client is responsible for its own archiving of the results delivered to it. 

§ 19 Force Majeure and External Disruptions 

(1) The Service Provider shall not be liable for delays or failures in performance caused by force majeure or other events beyond its reasonable control. 

(2) These include, in particular, illness, power outages, internet or telecommunications disruptions, cyberattacks, cloud-service failures, licence-server failures, software or hardware system failures, third-party provider disruptions, governmental measures, strikes, war, natural events, or comparable events. 

(3) In such cases, agreed performance periods shall be extended by a reasonable period. 

§ 20 References 

(1) The Service Provider is entitled to name completed projects as references, provided that no confidential content is affected and the Client does not raise a justified objection. 

(2) Confidential technical details, drawings, simulation results, or customer data shall not be published without the Client’s consent. 

§ 21 Contract Term and Termination 

(1) The contract ends upon completion of the project or performance of the agreed services. 

(2) Termination for good cause is possible at any time. 

(3) In the event of termination, services already performed and expenses already incurred shall be remunerated. 

§ 22 Limitation Period 

(1) Claims by the Client arising from defects or breaches of duty shall become time-barred 12 months after acceptance of the services, to the extent permitted by law. 

(2) Excluded from the shortening of the limitation period are claims arising from intent, gross negligence, injury to life, body, or health, claims under the German Product Liability Act, and claims arising from guarantees expressly assumed. 

§ 23 Order of Precedence of Documents 

In the event of contradictions, the following order of precedence shall apply: 

1. Individual written agreement or quotation 

2. Service description / requirements specification / project description 

3. These GTC 

§ 24 Final Provisions 

(1) The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).