General Terms and Conditions (GTC) - TechLine GmbH
Preamble
TechLine GmbH (“TechLine”) provides engineering, design, consulting and other technical services in mechanical engineering, in the field of industrial plants and production technology. These include, in particular, development, project planning, design, preparation of technical documentation as well as accompanying service and consulting services.
These General Terms and Conditions (“GTC”) apply to all contracts, offers, orders and other agreements between TechLine and its clients (“Client”) relating to planning, design, development, modernization, delivery, assembly, commissioning as well as related service and consulting services, unless expressly agreed otherwise in writing.
- Scope of Application
1.1 These GTC apply exclusively to all contractual relationships between TechLine and its clients, provided that the client is an entrepreneur, a legal entity under public law or a special fund under public law.
1.2 An entrepreneur is any natural or legal person who, when concluding the contract, acts in the exercise of their commercial or independent professional activity.
1.3 These GTC do not apply to contracts with consumers within the meaning of the German Civil Code (BGB), unless expressly agreed otherwise by the parties in writing.
1.4 These GTC apply in the version valid at the time of contract conclusion and also to all future contracts with the same client without the need for renewed reference.
1.5 Any terms of the client that deviate from, supplement or conflict with these GTC shall not become part of the contract, even if TechLine does not expressly object to them. They shall only apply if TechLine expressly agrees to their validity in writing.
1.6 Individual agreements in written or text form (e.g. offers, order confirmations, specifications, individual contracts) shall take precedence over these GTC in the event of conflict, insofar as they contain deviating provisions. - Conclusion of Contract
2.1 Offer and Inquiry
2.1.1 Information on products, services and technical solutions on TechLine’s website, in brochures, catalogues, presentations or other informational media does not constitute a binding offer, but rather a non-binding invitation to the client to submit an inquiry.
2.1.2 The submission of an inquiry, a specification, a functional specification, or an order by the client shall be deemed an offer to conclude a contract.
2.2 Formation of Contract
2.2.1 Offers, calculations and other documents issued by TechLine are non-binding unless expressly designated as binding.
2.2.2 A contract shall only come into existence by means of a written or electronic order confirmation by TechLine or by the actual commencement of performance by TechLine on the basis of the client’s inquiry or order.
2.2.3 Order confirmations, offers, service descriptions, agreements on deadlines and prices as well as amendments or supplements to the contract may be made in written or text form (in particular by e-mail), unless expressly agreed otherwise.
2.2.4 Verbal agreements, telephone confirmations or other statements made by employees or representatives of TechLine shall only be binding if they are confirmed by TechLine in writing or in text form.
2.2.5 TechLine shall be entitled to correct or withdraw offers or order confirmations if obvious errors, typographical or calculation mistakes exist which have led to incorrect information regarding prices, services or conditions. In such case, the client shall be informed without delay. Payments already made shall be refunded or offset as agreed.
2.3 Validity of Offers
2.3.1 Offers issued by TechLine shall remain valid for 30 calendar days from the date of dispatch, unless otherwise stated in the offer.
2.3.2 After expiry of the validity period, TechLine shall be entitled to adjust prices, technical conditions, delivery periods and other parameters without prior notice.
- Services
3.1 Scope and Nature of Services
3.1.1 TechLine shall provide exclusively those services and works that are expressly specified in the offer, the order confirmation, the specification or another individual agreement.
3.1.2 Services that are not included in the confirmed scope of services or in these GTC shall not form part of the contract and shall be agreed and remunerated separately.
3.1.3 Unless expressly agreed as a work performance with a defined acceptance result, the services provided by TechLine are purely services. TechLine owes the application of professional care in accordance with the state of the art, but not a specific economic or technical success of the overall system, in particular where manufacturing is carried out by third parties.
3.1.4 Unless expressly agreed otherwise, TechLine does not assume any guarantee for achieving specific production figures, economic values, output quantities, performance data or other target parameters which depend on operating conditions, integration, materials used, services of third parties or decisions of the client.
3.2 Changes to Services
3.2.1 Changes, additions or extensions of the agreed scope of services require prior coordination with TechLine in written or text form.
3.2.2 Additional services shall be remunerated separately and may lead to an adjustment of agreed deadlines.
3.3 Technical Changes
3.3.1 TechLine is entitled to make reasonable technical changes to designs, assemblies or components, provided that such changes serve technical optimization, increase reliability or safety, are required by the state of the art or due to replacement of components and do not impair the agreed functionality.
3.3.2 Such changes do not entitle the client to a price reduction, withdrawal from the contract or other claims, provided that the agreed functionality is maintained.
3.4 Client’s Obligations to Cooperate
3.4.1 The client shall provide TechLine in due time, completely and correctly with all information, data, documents, drawings and technical requirements necessary for proper performance.
3.4.2 The client is responsible for the completeness, correctness and up-to-dateness of such information. TechLine is not obliged to verify the accuracy of data provided by the client unless expressly agreed otherwise.
3.4.3 Delays, additional expenses or technical limitations resulting from missing, delayed or incomplete information provided by the client shall be borne by the client. Agreed deadlines shall be extended accordingly.
3.4.4 TechLine is entitled to charge any resulting additional expenses (personnel, travel, downtime, rework) separately.
3.4.5 TechLine assumes no liability for errors resulting from the use of CAD data or technical drawings provided by the client which contain geometric errors, outdated revision statuses or unclear tolerance specifications. TechLine has no obligation to verify such provided data.
3.5 Deadlines and Execution Periods
3.5.1 Deadlines and execution periods shall only be binding if confirmed by TechLine in writing or in text form.
3.5.2 Delays resulting from force majeure, unforeseeable events, actions of third parties or breach of the client’s obligations to cooperate shall entitle TechLine to adjust deadlines accordingly.
3.6 No Own Manufacturing Facility
TechLine does not operate its own serial or individual manufacturing facility for machines or plants. Within the scope of contracts, TechLine provides in particular engineering, project planning, design, consulting and coordination services and may support the client in selecting suitable manufacturers, suppliers or partner companies.
The manufacture of equipment, components or assemblies shall be carried out by third parties (e.g. partner companies, subcontractors, manufacturers commissioned by the client), unless expressly agreed otherwise.
TechLine shall not be considered a manufacturer within the meaning of mandatory statutory provisions unless such status arises from applicable law (in particular product liability law). TechLine shall not be liable for manufacturing processes, production quality, material selection or manufacturing technology of third parties unless expressly agreed otherwise in writing. Mandatory statutory liability, in particular under product liability law, shall remain unaffected.
3.7 Acceptance
3.7.1 Where acceptance is required, the client shall inspect the services without undue delay and notify any defects in writing.
3.7.2 If no written objection is raised within 14 calendar days after delivery, or if the results are used without reservation, the service shall be deemed accepted.
3.7.3 The use of results without prior notification of defects shall be deemed implicit acceptance, unless the nature of the service indicates otherwise.
3.8 Assembly, Training, Commissioning
3.8.1 Assembly, commissioning and training shall only be owed if expressly agreed in the contract.
3.8.2 The client shall ensure in due time all organizational, technical and safety-related requirements (access, power supply, personnel, occupational safety, etc.).
3.8.3 Delays or additional expenses resulting from insufficient preparation or missing requirements shall be borne by the client and shall be invoiced separately.
- Prices and Payment Terms
4.1 Prices
4.1.1 All prices are stated in Euro (EUR), unless expressly agreed otherwise in written or text form, and are subject to the applicable statutory value added tax.
4.1.2 Unless expressly included in the offer or contract, prices do not include packaging, transport, insurance, assembly, travel expenses, customs clearance, fees and duties.
4.1.3 Payment shall be made in the currency specified in the contract or invoice. If payment is made in another currency, the client shall bear all exchange rate differences, bank charges and conversion costs.
4.1.4 Where a conversion rate is applicable, the reference rate of the European Central Bank (ECB) on the date of receipt of payment in TechLine’s account shall apply.
4.2 Payment Terms
4.2.1 Unless otherwise agreed, payments shall be made without deduction. The client shall only be entitled to set-off or retention rights if its counterclaims are undisputed, legally established or ready for decision, or if they arise from a synallagmatic relationship with the respective main obligation.
4.2.2 Standard Orders and Services
For service work, spare and wear parts, repairs and other standard services, payment shall be due within 14 calendar days from the invoice date.
4.2.3 Project, Engineering and Complex Orders
For project-related, engineering and complex orders, TechLine shall be entitled to request advance or milestone payments, in particular a down payment after order confirmation, payments after project phases (e.g. after completion of design, delivery of documentation or partial scopes) as well as a final payment after completion of the agreed scope of services. Milestones, amounts and due dates are defined in the offer or contract.
4.2.4 International Projects (Letter of Credit)
For international projects, payment may – if agreed – be made by means of an irrevocable, confirmed letter of credit in favor of TechLine. The letter of credit must allow partial deliveries/partial services and remain valid for an appropriate period after fulfillment of the respective milestone.
4.2.5 Cash Discount
A cash discount shall only be granted if expressly confirmed by TechLine in written or text form.
4.3 Default in Payment
4.3.1 In the event of default in payment, TechLine shall be entitled to charge default interest at a rate of 9 percentage points above the base interest rate in accordance with Section 288 (2) of the German Civil Code (BGB).
4.3.2 TechLine shall also be entitled to withhold or suspend further services until full payment is received and to claim reimbursement of all costs of legal enforcement (e.g. reminder, collection or bank charges), insofar as legally permissible.
4.3.3 In the event of significant default in payment or a substantial deterioration in the client’s financial situation, TechLine shall be entitled, after prior reminder and setting of a reasonable deadline, to terminate the contract in whole or in part or withdraw from the contract, insofar as legally permissible.
4.4 Price Adjustment in Case of Cost Changes
4.4.1 If significant costs (in particular material, energy, transport, labor costs or other external factors) increase substantially after conclusion of the contract, TechLine shall be entitled to adjust the agreed prices accordingly.
4.4.2 TechLine shall inform the client thereof in written or text form and provide a comprehensible justification for the adjustment.
4.5 Taxes, Duties, Customs
All taxes, duties, customs and import charges arising in connection with services or deliveries shall be borne by the client unless otherwise agreed. TechLine shall not be liable for delays due to tax or customs procedures outside its control.
4.6 Payment Method / Bank Details
4.6.1 Payments shall be made exclusively to the account specified in the offer or invoice of TechLine.
4.6.2 Other forms of payment (e.g. bank guarantees, letters of credit) require prior agreement.
4.6.3 TechLine shall not be liable for delays caused by banking processes or technical procedures of third parties.
- Delivery, Shipment and Storage
5.1 General Delivery Principles
5.1.1 The provisions of Section 3.6 of these GTC shall apply additionally to deliveries.
5.1.2 Unless expressly agreed otherwise, the following applies: TechLine has no own manufacturing facility, is not considered a manufacturer under applicable law and shall not be liable for manufacturing processes, production tolerances, material selection or manufacturing technology of third parties, insofar as legally permissible.
5.1.3 Where deliveries are agreed, they shall be carried out in accordance with Incoterms® 2020, unless otherwise agreed.
5.2 Delivery Periods / Requirements
5.2.1 Agreed delivery or execution periods require that the client provides all necessary technical data, documents and approvals in due time, fulfills its obligations to cooperate and makes agreed advance or milestone payments on time.
5.2.2 In case of delays due to breach of obligations by the client or due to actions/delays of third parties (e.g. manufacturers/logistics), deadlines shall be extended accordingly.
5.2.3 TechLine shall not be liable for delivery delays resulting from production processes, logistics or other circumstances outside its control, unless caused by intent or gross negligence.
5.3 Spare, Wear and Consumable Parts
These shall only be part of the delivery if expressly agreed.
5.4 Catalogue / Brochure / Website Data
5.4.1 Information in catalogues, brochures, documentation, drawings, models, visualizations or on the website is non-binding and for informational purposes only.
5.4.2 Such information shall only become binding if expressly included in the contract. In particular, it does not constitute a guarantee of specific properties, performance data or suitability.
5.5 Self-Supply Reservation
5.5.1 If deliveries depend on proper performance by third parties (manufacturers/suppliers), TechLine shall be entitled, in the event of non-delivery or delayed delivery without its own fault, to withdraw from the contract in whole or in part.
5.5.2 In such case, liability for non-delivery or delayed delivery is excluded unless caused by intent or gross negligence.
5.6 Shipment, Packaging, Transfer of Risk
5.6.1 Unless otherwise agreed, shipment shall be at the cost and risk of the client.
5.6.2 The place of delivery shall be the place of handover by the third-party manufacturer or the place agreed under Incoterms® 2020 (default EXW).
5.6.3 The risk of accidental loss or deterioration shall pass to the client upon handover to the first carrier, even if TechLine supports the organization of transport.
5.6.4 Transport, packaging and insurance costs shall be borne by the client unless otherwise agreed. Transport damages must be claimed by the client directly against the carrier or manufacturer.
5.7 Acceptance / Partial Deliveries
5.7.1 If no formal acceptance is agreed, delivery shall be deemed accepted if the client uses the goods or does not notify defects in writing within 14 calendar days after receipt.
5.7.2 Partial deliveries are permissible and shall be treated as independent deliveries.
5.8 Storage / Handling
5.8.1 Storage
Delivered components shall be stored clean, dry and well ventilated. TechLine assumes no liability for damages resulting from improper storage.
5.8.2 Transport / Unloading
Unloading shall only be carried out using suitable lifting equipment and exclusively at designated lifting points. Moisture and contamination must be avoided.
5.8.3 Organization
The client shall ensure proper labeling and appropriate storage conditions until assembly or commissioning.
- Warranty and Liability
6.1 Warranty
6.1.1 General
6.1.1.1 TechLine’s warranty obligations apply exclusively to services and work performed by TechLine itself.
6.1.1.2 Where deliveries are agreed, the warranty is limited to the fact that the delivered items are free from significant defects known to TechLine at the time of transfer of risk. TechLine is not obliged to carry out its own production or incoming goods inspections for third-party products unless expressly agreed.
6.1.1.3 Where products are manufactured by third parties, any claims for defects due to manufacturing faults shall generally be asserted against the manufacturer. Mandatory statutory liability remains unaffected.
6.1.2 Duty to Inspect and Notify Defects (B2B)
6.1.2.1 The client shall inspect deliveries and work results without undue delay and notify any defects in writing.
6.1.2.2 Obvious defects must be reported no later than 7 calendar days after receipt.
6.1.2.3 Hidden defects must be reported without undue delay after discovery.
6.1.2.4 If the client is a merchant, the legal consequences of Section 377 of the German Commercial Code (HGB) shall apply.
6.1.3 Subsequent Performance
6.1.3.1 In the case of justified defect claims, TechLine may, at its discretion, remedy the defect or provide a replacement (e.g. corrected work result).
6.1.3.2 The client shall grant TechLine a reasonable period for subsequent performance.
6.1.3.3 Replaced parts or documents shall, insofar as legally permissible, become the property of TechLine unless otherwise agreed.
6.1.3.4 Further claims (reduction, withdrawal, damages) shall only exist within the scope of mandatory statutory provisions.
6.1.4 Exclusions
Warranty shall be excluded in the event of damage or defects caused by improper assembly, commissioning or operation, non-compliance with operating or safety instructions, insufficient maintenance, use of unsuitable materials or components, or modifications made by the client or third parties without TechLine’s consent.
6.1.5 Warranty Period
6.1.5.1 Warranty claims arising from services or work performed by TechLine shall become time-barred within 12 months from acceptance or handover, insofar as legally permissible.
6.1.5.2 For spare and consumable parts, the period shall commence from the date of delivery.
6.2 Limitation of Liability
6.2.1 Principle
6.2.1.1 TechLine shall be liable without limitation in cases of intent and gross negligence.
6.2.1.2 In cases of slight negligence, TechLine shall only be liable for breaches of essential contractual obligations (cardinal obligations) and shall be limited to the typical, foreseeable damage.
6.2.2 Excluded Damages
Insofar as legally permissible, liability is excluded for loss of profit, indirect or consequential damages, production downtime or interruption, loss of data and loss of use.
6.2.3 Mandatory Liability
The above limitations of liability shall not apply in cases of injury to life, body or health or in cases of mandatory liability under product liability law.
6.2.4 Used Goods
For used plants or parts, warranty and liability shall only apply if expressly agreed in writing.
6.3 Limitation Period
6.3.1 Claims for defects shall become time-barred within 12 months from acceptance, handover or delivery, insofar as legally permissible.
6.3.2 This shall not affect limitation periods in cases of intent or gross negligence or in cases of damage to life, body or health.
- Force Majeure
7.1 Events beyond the reasonable control of TechLine (e.g. war, terrorism, natural disasters, epidemics, strikes, energy shortages, disruptions in supply chains, governmental measures) shall release TechLine from its obligation to perform for the duration and extent of their effects.
7.2 For the duration of force majeure, obligations shall be suspended. Deadlines shall be extended by the duration of the disruption plus a reasonable restart period.
7.3 TechLine shall inform the client without undue delay of the occurrence and expected duration, insofar as possible.
7.4 If performance of the contract becomes permanently impossible or economically unreasonable, both parties may terminate the contract. Settlement shall be made based on services already rendered and expenses incurred.
7.5 Advance payments already received shall be offset against services rendered and expenses incurred. Mandatory statutory provisions shall remain unaffected. - Retention of Title
8.1 Where TechLine acts as supplier of goods in individual cases, delivered goods shall remain the property of TechLine until full settlement of all payment claims arising from the business relationship.
8.2 The retention of title shall also apply to future claims arising from the ongoing business relationship (extended retention of title), insofar as legally permissible.
8.3 Prior to transfer of ownership, the client shall not resell, pledge or transfer goods as security without TechLine’s consent.
8.4 In the event of resale in the ordinary course of business, the client hereby assigns its claims against third parties to TechLine in the amount of the outstanding purchase price. TechLine accepts the assignment.
8.5 The client shall handle goods subject to retention of title with care and insure them against customary risks at its own expense. - Termination / Withdrawal, Default of Acceptance, Retention
9.1 Withdrawal / Default of Acceptance
9.1.1 If the client refuses performance after conclusion of the contract without legal grounds or does not accept agreed services or deliveries, TechLine shall be entitled to terminate or withdraw from the contract in whole or in part.
9.1.2 Advance payments may be offset against services rendered and expenses incurred.
9.2 Lump-Sum Compensation
9.2.1 In the event of withdrawal or cancellation by the client, TechLine may claim a lump sum of 20% of the value of the unperformed part of the contract, but at least the amount of the advance payment made.
9.2.2 The client reserves the right to prove that no damage or a significantly lower damage has occurred.
9.2.3 TechLine remains entitled to claim higher damages proven in detail.
9.3 Storage, Default of Acceptance, Realization
9.3.1 If the client does not accept delivery within 30 days after notification of readiness, TechLine may store the goods at the client’s expense and charge storage costs of 1% per commenced week of the value of the goods.
9.3.2 After 90 days, TechLine may sell the goods to third parties at market price, insofar as legally permissible.
9.3.3 Proceeds shall be offset against outstanding claims. Refunds shall only be made within the scope of mandatory statutory provisions.
- Documentation and Intellectual Property
10.1 Rights to Documents
10.1.1 All documents created by TechLine (including, but not limited to, offers, drafts, drawings, calculations, CAD/3D models, layouts, technical documentation) are the intellectual property of TechLine and are protected by copyright.
Any use, reproduction, disclosure or use beyond the contractual purpose is not permitted without prior written consent of TechLine.
10.1.2 Upon request, documents shall be returned after completion of the project, insofar as legally permissible and insofar as this does not conflict with the contractually granted right of use.
10.2 Rights of Use / Transfer
10.2.1 The rights to drawings, calculations, 3D models and other technical materials shall remain with TechLine, even if they are handed over to the client.
10.2.2 Transfer or provision to third parties shall only be permitted with prior written consent of TechLine. Use is limited to the specific project.
10.2.3 A right of use shall only pass to the client after full payment of all claims arising from the contract, unless otherwise agreed.
10.3 Standards and Regulations
10.3.1 Unless standards are agreed, services shall be performed in accordance with applicable European standards (e.g. DIN, ISO) and German regulations.
10.3.2 The client is responsible for compliance with national regulations in the country of destination (installation, safety, operation, certification), unless expressly agreed otherwise.
10.4 CAD Data, Open Formats and Project-Related Rights of Use
10.4.1 The copyright and ownership rights to all drawings, calculations, CAD/3D models, open or editable files and other technical development documents created by TechLine shall remain exclusively with TechLine, unless expressly agreed otherwise.
10.4.2 If TechLine provides the client with CAD, 3D or other open or editable file formats in individual cases, this shall be done exclusively for use within the specifically agreed project and shall not constitute a transferable, exclusive or unlimited right of use.
10.4.3 In particular, the client shall not be permitted, without prior written consent of TechLine, to use the data for other projects, to transfer the data to third parties, or to use the data for reverse engineering, reproduction or further development beyond the contractual purpose.
10.4.4 A right of use to open or editable data shall only arise after full payment of all claims arising from the respective contract, unless expressly agreed otherwise.
10.4.5 The use of provided CAD or development data shall be at the client’s own responsibility. TechLine shall not be liable for damages resulting from modifications, further use or combination with third-party designs, insofar as legally permissible.
10.5 To the extent that rights of use are granted to the client, such rights shall, unless expressly agreed otherwise, be simple, non-exclusive, non-transferable and limited to the contractually defined purpose and the specific project.
- Liability for Planning and Design Services
11.1 TechLine shall be liable for planning or design errors only in cases of intent or gross negligence and, in cases of slight negligence, within the scope of Section 6.2 (cardinal obligations).
11.2 Liability shall be limited to the proven direct damage and shall not exceed the remuneration for the respective services, insofar as legally permissible.
11.3 No liability shall be assumed for indirect damages, loss of profit or production losses unless caused by intent or gross negligence.
11.4 No liability shall be assumed for damages resulting from incomplete or incorrect data or documents provided by the client.
11.5 The client shall indemnify TechLine against claims by third parties arising from incorrect information or documents provided by the client, insofar as legally permissible.
11.6 Insofar as legally permissible, TechLine’s liability per case of damage shall be limited to the foreseeable, typical contractual damage, but not exceeding an amount of EUR 50,000. This limitation shall not apply in cases of injury to life, body or health or in cases of intent or gross negligence.
11.7 Calculations, simulations (FEM) and structural verifications prepared by TechLine are based on parameters provided by the client. The client is obliged to validate all results by means of real load tests or independent third-party verification (e.g. by a certified structural engineer) before physical implementation. Liability for damages resulting from the unverified application of theoretical calculation results in production is excluded. - Client’s Duties of Inspection and Cooperation
12.1 Inspection and Approval
12.1.1 The client shall inspect the documents provided without undue delay and notify any deviations or errors in writing.
12.1.2 If no written response is received within 14 calendar days, the documents shall be deemed approved. Approval releases TechLine from liability for recognizable errors that could have been identified during proper inspection.
12.1.3 Changes after approval shall be treated as additional services and shall be remunerated separately.
12.2 Implementation of Documentation
12.2.1 TechLine assumes that the client will implement the documentation professionally.
12.2.2 Verification of implementation or manufacturing based on the documentation is not part of the service unless expressly agreed.
12.3 Information on Installation Site
The client shall inform TechLine in due time about local conditions, structural specifics, energy supply and safety requirements. Any additional costs or delays resulting therefrom shall be borne by the client.
- Changes and Additional Services (Change Requests)
13.1 Changes or extensions to the scope of services after conclusion of the contract require prior coordination in written or text form.
13.2 Additional services resulting from changed requirements, subsequent requests, corrections after approval or new or changed initial data shall be remunerated separately and may affect deadlines.
13.3 If additional services are objectively required, TechLine shall inform the client in text form about the content, estimated costs and impact on deadlines. The client may object with justification within 5 working days. Otherwise, consent to implementation shall be deemed granted. Billing shall be based on the applicable hourly rates or agreed project prices of TechLine.
13.4 If no agreement can be reached regarding changes or additional services, TechLine shall be entitled to suspend performance until clarification, without any claims arising against TechLine. - Remuneration and Invoicing
14.1 Unless otherwise agreed, remuneration shall be based on time spent at TechLine’s applicable hourly rates.
14.2 TechLine shall be entitled to issue reasonable advance invoices or partial invoices according to project progress.
14.3 Invoices shall be due within 14 calendar days from the invoice date unless otherwise agreed.
14.4 Objections to invoices must be raised in text form within 10 calendar days of receipt. Thereafter, the invoice shall be deemed accepted, insofar as legally permissible. Mandatory defect rights remain unaffected. - Confidentiality
15.1 Both parties shall treat all information and documents obtained in the course of cooperation as confidential.
15.2 This includes in particular technical documentation, drawings, CAD data, models, calculations, specifications as well as commercial project information.
15.3 Disclosure to third parties shall only be permitted with prior consent, unless required for contract performance (e.g. subcontractors) or by law.
15.4 The obligation of confidentiality shall continue after termination of the contract. - Use of Subcontractors / Third Parties
16.1 TechLine may engage subcontractors, partners, external engineering offices, manufacturing companies or freelancers for the performance of the contract.
16.2 This includes in particular partial tasks, manufacturing of components, calculations, analyses or specialized services.
16.3 TechLine shall be liable for third parties only within the scope of these GTC (in particular Section 6).
16.4 TechLine shall coordinate the commissioned work but shall not be liable for errors or delays of third parties unless expressly agreed otherwise.
16.5 There shall be no entitlement to the use of specific personnel. - Retention and Provision of Documentation
17.1 Retention Period
17.1.1 TechLine shall retain project data and documentation for 12 months after project completion or the last delivery, whichever occurs later.
17.1.2 After expiry of this period, there shall be no obligation to further archive or to provide the documentation again.
17.1.3 Re-provision within the retention period shall be carried out to a reasonable extent. Additional efforts (research, conversion, special formats) shall be charged separately.
17.2 Form of Provision
17.2.1 Unless otherwise agreed, provision shall be made exclusively in digital form.
17.2.2 There shall be no obligation to provide paper form or other formats without agreement.
17.3 Format of Development and Project Documentation
17.3.1 Unless expressly agreed otherwise in writing, development, design and project documentation shall be provided exclusively in PDF format.
17.3.2 There shall be no entitlement to the provision of editable, open or native file formats (e.g. CAD, 3D, source or calculation files).
17.3.3 The provision of other file formats (e.g. STEP, DXF, DWG or native CAD formats) requires a separate written agreement and may be subject to additional remuneration.
17.3.4 The provision of open or editable data shall not establish ownership rights or exclusive rights of use to the underlying development, methodology or know-how of TechLine, unless expressly agreed otherwise.
- References
18.1 TechLine may use completed projects as references in a general form (naming of client, general description, logo).
18.2 This shall not apply if contractual confidentiality agreements or legitimate interests of the client oppose such use.
18.3 Confidential information, trade secrets and technical details shall not be disclosed. - Product Liability / Safety
19.1 TechLine provides engineering, planning and consulting services and is not a manufacturer, unless such status results from mandatory legal provisions.
19.2 If deliveries are agreed, responsibility shall be limited to the agreed scope of services. Manufacturing, material selection, production tolerances and manufacturing technology of third parties are outside the responsibility of TechLine, insofar as legally permissible.
19.3 TechLine assumes no responsibility for compliance with all national safety requirements in the country of use unless expressly agreed.
19.4 The client or its third parties shall be responsible for installation, commissioning, operation, maintenance and compliance with national regulations.
19.5 In the event of safety-related incidents, the client shall inform TechLine without undue delay. TechLine may suspend work under hazardous conditions without being liable for delays, insofar as legally permissible. - Export / Import Regulations
20.1 The client shall ensure compliance with all national and international regulations regarding export, import, use, commissioning and transfer in the country of destination, unless otherwise agreed.
20.2 Permits, licenses and customs clearance shall be the responsibility of the client. Any resulting delays or additional costs shall be borne by the client.
20.3 Indemnification
The client shall indemnify and hold TechLine harmless from any claims, fines, damages and costs arising from violations of export, import or customs regulations, insofar as legally permissible.
20.4 EU Export Control
TechLine may refuse performance or adjust or terminate the contract if performance would violate export control regulations or if required permits are not granted.
- Data Protection
21.1 TechLine processes personal data in accordance with the GDPR and German data protection law.
21.2 Processing is carried out for the performance of the contract, compliance with legal obligations and the protection of legitimate interests.
21.3 Further information is provided in the current privacy policy of TechLine.
21.4 If the contract requires data processing on behalf, the parties shall conclude a data processing agreement in accordance with Art. 28 GDPR. - Applicable Law, Jurisdiction, Contract Language
22.1 The law of the Federal Republic of Germany shall apply, excluding private international law (conflict of laws rules) and the UN Convention on Contracts for the International Sale of Goods (CISG).
22.2 Place of Jurisdiction
If the client is an entrepreneur, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be the registered office of TechLine. TechLine shall also be entitled to bring an action at the registered office of the client.
22.3 Contract Language
22.3.1 The binding contract language shall be German.
22.3.2 If TechLine provides the client with versions of the GTC or the contract in other languages (e.g. English, Russian, Turkish, Polish), these shall serve for information purposes only and for better understanding.
22.3.3 In the event of discrepancies, contradictions or issues of interpretation between the German version and a translation, only the German version shall prevail and be legally binding.
- Occupational Safety, Safety, Environment
23.1 TechLine shall comply with the applicable occupational safety, safety and environmental regulations within the scope of its services.
23.2 The client shall ensure that all organizational and technical conditions at the site of performance are in place to ensure the safety of personnel, equipment and third parties.
23.3 TechLine shall not be liable for violations by the client or third parties of occupational safety, safety or environmental regulations.
23.4 In hazardous conditions, TechLine may suspend work without being liable for delays, insofar as legally permissible. - Insurance Obligations of the Client
24.1 The client shall be responsible for adequate insurance coverage at its own expense, in particular for transport, storage, assembly, installation and commissioning.
24.2 During transport, assembly and commissioning, responsibility for insurance coverage shall lie with the client.
24.3 TechLine shall only be liable for materials or tools provided by the client within the scope of these GTC, unless these are expressly part of the agreed services.
24.4 For damages caused by force majeure or actions of third parties outside the control of TechLine, TechLine shall only be liable within the scope of these GTC and insofar as legally permissible.
24.5 TechLine shall be entitled to request proof of existing insurance coverage for projects involving increased risk. - Electronic Communication
25.1 Documents transmitted electronically (order confirmations, invoices, protocols, reports, documentation) as well as communication via business-used messenger services or platforms shall be binding if they originate from authorized representatives.
25.2 PDF documents and electronic signatures shall be deemed equivalent to written form, insofar as legally permissible or where no mandatory written form is required.
25.3 TechLine shall not be liable for distortions, delays or loss of electronic messages due to technical disruptions or third-party interference outside its control.
25.4 The client shall bear the risk of receipt of electronic communications. Emails shall be deemed received as soon as they have reached the client’s mail server. - Final Provisions
26.1 Amendments / Supplements
26.1.1 Amendments and supplements to these GTC must be made in written or text form, unless a stricter form is required by law.
26.1.2 Oral agreements shall only be binding if confirmed in writing or in text form.
26.2 Severability Clause
26.2.1 Should any provision be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
26.2.2 In place of the invalid provision, a valid provision shall be deemed agreed that most closely reflects the economic purpose, insofar as legally permissible.
26.3 Limitation Period for Other Claims
26.3.1 Other claims of the client (not arising from defects) shall become time-barred within 12 months from their occurrence, insofar as legally permissible.
26.3.2 Mandatory longer limitation periods as well as cases of intent or gross negligence and damages to life, body or health shall remain unaffected.
26.4 Assignment / Transfer of Contract
26.4.1 The client may transfer rights and obligations only with the prior consent of TechLine.
26.4.2 TechLine may assign monetary claims to third parties (e.g. financing, factoring), insofar as legally permissible.
26.4.3 A transfer of the contract by TechLine within the framework of a corporate restructuring shall be permissible, provided that the contractual obligations remain in force.
26.5 Place of Performance
The place of performance for all services shall, insofar as legally permissible, be the registered office of TechLine GmbH.
These General Terms and Conditions shall enter into force on 15.03.2026.
Contact
TechLine GmbH
Dingbreite 16
32469 Petershagen
Germany
Phone: 05702 / 637 48 54
E-mail: info@techline-gmbh.com
Website: www.techline-gmbh.com