The following terms and conditions are a translation from German. In case of discrepancies, the German version takes precedence. The original terms and conditions can be found by clicking the following link:

Terms and Conditions - original German version

§ 1 Area of Application

The following Terms and Conditions, hereafter referred to as the ‘agreement’, applies to all contracts with the company Hachadorian Design and Calculation (HDC).
This agreement is understood to be a part of all contracts between HDC and other parties. This agreement supersedes other conditions or demands by other parties. This agreement applies even if HDC is aware of conflicting conditions or implied deviations to the agreement. This agreement applies to all current and future ventures with customers. All contractual arrangements, rendered services, and deliveries are conducted because the customer has accepted the conditions of this agreement.
All arrangements concerning delivery conditions, contracts, and alterations to this agreement can only be enforced if they are documented in writing.

§ 2 Rights and Obligations

HDC is required to carry out it’s duties in accordance with conventional engineering practices, accepted scientific fundamentals, and public regulations. The customer is obligated to inform HDC of all pertinent issues which apply to the execution of the contractual services. After the completion of contractual duties and receipt of payment, all drawings and other documents which have been created by HDC will be turned over to the customer. HDC is not obligated to store these documents longer than two years.
The customer ensures full cooperation with HDC in the execution of contracts. All information required for the fulfillment of contracts will be provided by the customer free of charge and in time to allow the completion of the contract without delay. Particularly, questions which require a decision or approval from the customer should be answered as quickly as possible. The cooperation between the customer and HDC must comply with applicable laws, safety regulations, and accident prevention procedures.
The customer is required to compensate HDC for all increased time to completion and expenditures which results from delayed or incorrect information or collaboration from the customer. HDC is authorized to charge the customer for the aforementioned increased time to completion or expenditures even if a fixed price or a maximum limit has been agreed upon in a contract.

§ 3 Quotations and Conclusion of Contracts

Quotations made by HDC are subject to change and non-binding. Conclusion of contracts or other agreements are binding only after the written confirmation of HDC. If employees or other parties working in cooperation with HDC make verbal agreements or substantiations to the customer which conflict or expand upon this agreement, these statements are only enforceable with the written confirmation of HDC

§ 4 Documentation to Quotations

Pictures, drawings, sketches, calculations, models and other information and documentation remain the property of HDC. HDC retains the copyright to these materials. Presentation or transfer of these materials requires the written approval of HDC.

§ 5 Delivery Time and Partial Completion

5.1. Delivery time has been met according to contract when the materials have been sent from HDC or the customer has been informed that the materials are ready to be sent.
5.2. HDC is authorized to delay contractual obligations due to events of force majeure for the duration of the event; however HDC is required to inform the customer of the event and its estimated continuance as soon as possible. If the force majeure lasts longer than two months and the customer can show that the delay has made completion of the contract unattractive, the customer is authorized to cancel the remainder of the contract after an equitable respite has been given. If the contract has been partially completed, the customer is only authorized to cancel the entire contract if it is proven that the partial completion of the contract is unusable.
5.3. The compliance with delivery times and contractual obligations is conditional upon the timely and proper completion of contractual duties by the customer.
5.4. HDC is authorized to make partial completions and deliveries in accordance with reasonable demands of the customer.

§ 6 Fees and Payment Conditions

6.1. In addition to the prices in quotations, the appropriate sales tax must be applied according to law as it stands at the time the invoice is created. The prices from quotations are ex works without additional costs such as packaging, shipping, and customs fees.
6.2. HDC is authorized to demand prepayment from the customer. If no other written agreements have been made regarding remuneration, complete payment must be made no later than 14 days after the date of the invoice.
HDC is authorized to make partial invoices. Rebates, discounts, and other payment options must be adhered to by both parties.
6.3. Objections must be made in writing no later than 7 days after the date of the invoice.
6.4. Setting off charges by the customer is only authorized if the objection to an invoice has been judged to be legally absolute or if the offset has been accepted by HDC in writing.
6.5. A possessory lien by the customer is only authorized if it has been judged to be legally absolute or if the offset has been accepted by HDC in writing.
6.6. If payment deadlines are not met, HDC is authorized to stop working on the particular project.
6.7. The remuneration for the services rendered by HDC and its employees is calculated according to the time it takes to complete the contractual tasks including traveling time on business trips unless otherwise stated in the contract.
6.8. HDC is authorized to make partial invoices on a monthly or weekly basis.

§ 7 Time of Delivery

Prerequisite for the completion of contractual obligations by the set deadlines is that the customer provides all materials, equipment, cooperation, and information required for the said obligation. This includes information required for the contractual obligations that has been requested by HDC.
Delivery times begin with the time set in the contract; however they are dependant on the delivery or transmission of all required information from the customer.
If contractual obligations that have been completed by HDC are not called by the customer at the completion deadline, an extension of two weeks will be given at the end of which HDC is entitled to indemnification due to non-fulfillment or delay of compliance.
Contractual deadlines will be extended for the length of the event in case of force majeure (strike, blockades, social unrest, war, official decree, etc.).
In case such an event makes the completion of contractual obligations impossible, HDC retains the right to cancel the contract and the customer forfeits the right to compensation or damages.
Damages caused by untimely or incomplete delivery of services by HDC will only lead to indemnification if HDC is proven to have acted with gross negligence or premeditation.
Delays caused by lacking or untimely cooperation by the customer extend the contractual deadlines for the same amount of time.

§ 8 Guarantee

HDC ensures that the results of contractual obligations are in accordance with accepted engineering practice in line with the state of the art at the time of the conclusion of the contract.
If a delivery or service is deemed to be deficient, the guarantee is limited to rectification of the defect. If the defect is not rectified within a reasonable amount of time, the customer has the right to abatement of the contractual remuneration.
No other warranty rights exist. The defects liability period is 6 months from the date of the delivery.
In case provisions for a formal acceptance procedure have been made in a contract and HDC requests such, the customer is required to conduct a formal acceptance in writing. A formal acceptance procedure can be required for independent partial completions of contractual obligations as well. The completion of the acceptance procedure includes the transfer of risk. The acceptance of goods or services transfers risk as soon as the goods or services from HDC have been used by the customer, even if the customer claims that the risk has not been transferred.

§ 9 Liability and Damages

Claims of damages by the customer resulting from debt resulting from contracts, fulfillment of contracts, conflicts with other contractual obligations, or tort are explicitly excluded unless it is proven that HDC acted with gross negligence or premeditation. In these cases, the maximum amount of damages is limited to the full amount of the contract. Claims of damages become time-barred one year from the time the customer attains knowledge of the said damage; regardless of the attainment of this knowledge, the claim becomes time-barred after two years. §852 of the German civil code (BGB) is unaffected by this clause.
Although HDC checks transmitted data with an updated antivirus program, the customer is obligated to scan transmitted data for viruses. Liability for damages caused by computer viruses in any form is explicitly excluded.
HDC is not responsible for indirect damages or costs such as economic losses, loss of business opportunities, decreases in turn over, decreases in profit, or execution by substitution.
The limits of liability are not applicable for the absence of assured properties in a covenant.
In cases of liability, HDC retains the right to transfer the abatement of damages to third parties. Independent changes and stipulations regarding designs or execution of HDC services are at the risk of the customer.

§10 Premature Termination of a Contract

A contract can not be cancelled by either party without consequential reason. If the contract is cancelled at the request of HDC, HDC is only entitled to remuneration for the services rendered before the termination of the contract. In all other cases, HDC retains the right to claim the entire amount of the contractual remuneration; however services which have not been rendered will be subtracted from the contractual amount.

§11 Industrial Proprietary Rights

11.1. Industrial Proprietary Rights of Third Parties
11.1.1. If drawings, models, or samples are included in the technical specification provided by the customer, the customer guarantees that the rights of third parties are not violated by their use. HDC will inform the customer of any known issues regarding proprietary rights. The customer relieves HDC of all claims from third parties and is responsible for all damages.
11.1.2. At the request of the customer, HDC will conduct an investigation of the intellectual proprietary rights concerning the design, tooling, and manufacturing process of a specific design contract in order to avoid violations of existing, applied for, and planned German proprietary rights which can be found in the said investigation. The investigation may be conducted by a service provider. The customer is responsible for the costs of such an investigation.
After the completion of an investigation, HDC will inform the customer of the design features which violate or potentially violate the proprietary rights of others in writing.
11.1.3. If an investigation according to 11.1.2 is conducted and proprietary rights of third parties are violated, HDC will carry out the required changes to the design at no cost to the customer. This does not apply to intellectual proprietary rights which could not have been known at the time of the approval of the design concept.
11.1.4. HDC is authorized, but not required, to subcontract the investigation according to 11.1.2 to a patent attorney.
11.2. Industrial Proprietary Rights Resulting from Contracts
Inventions created by HDC employees resulting from contractual work for a customer will be presented to the customer in writing and offered for transfer. The customer will inform HDC whether or not they intend to take over the rights to the invention 4 weeks before the expiration of the time limit for the legal claim. Preparation and execution of the patent application is the responsibility of the customer. At the request of the customer, HDC will arrange to have the patent application done after a separate agreement has been approved. The customer is responsible for the costs resulting from the patent application.
If the customer claims the rights to an invention and the HDC employee agrees, the customer takes over the rights and responsibilities of the employer in the German Employee Invention Law. If the HDC employee does not agree, the customer relieves HDC of all rights and responsibilities as far as possible.
If the customer is not interested in taking over the rights to an invention, HDC is authorized to take over the rights, limited or unlimited, to an invention and to apply for proprietary rights at its own cost. In this case the rights to an invention rest with HDC, however the customer will be granted a license for use which is free of charge, irrevocable, non-transferable, and uncomplicated.
11.3. Use of Proprietary Rights by the Contractual Partners
If one of the contractual partners decides not to use or discontinue payment of the maintenance fee for the proprietary rights resulting from contractual work, the other contractual partner must be informed in writing in due time.
If the other contractual partner does not indicate their readiness to take over the proprietary rights within one month of receipt of the notice, the holder of the proprietary rights is authorized to discontinue their claim to the rights within the boundaries of the German Employee Invention Law.
11.4. HDC Copyright
Copyright will not be transferred. Customers do not have the right to use HDC plans for other projects other than those mentioned in the contract. The customer is only authorized to publicize objects that have been created by HDC under the name of HDC.
11.5. Extrapolation
The customer is not authorized to complete design projects started by HDC even after contractual remuneration has taken place. Substantial changes to designs or structures without the cooperation of HDC are not authorized unless it would be unreasonable for the customer to do so.

§ 12 Privacy Protection

HDC is authorized to store and process data about customers within the scope of business relationships in accordance with the German Privacy Protection Law (Bundesdatenschutzgesetz) whether this information comes from the customer or from third parties. This notice is in lieu of the notification that customer data will be stored and processed electronically in accordance with Privacy Protection Law (Bundesdatenschutzgesetz).

§ 13 Confidentiality

HDC guarantees to treat in confidence any information, data or documents received from the Customer, as well as any findings resulting from the execution of its services.

§ 14 Provisional Ineffectiveness / Severability Clause

HDC is not authorized to relinquish its rights under this agreement. If one or more portions of this agreement are found to be unlawful or ineffective, the contractual parties will replace or amend the said clause with text which retains, as far as possible, the sense and purpose of the original clause. The legality of the other clauses remains unaffected.

§ 15 Place of Fulfillment and Court of Jurisdiction

Place of fulfillment and court of jurisdiction for all contractual responsibilities and disagreements relating to this agreement is Frankfurt am Main, Hessen. The laws of the Federal Republic of Germany apply exclusively to this agreement.