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General terms and conditions of the European Research Society for Thin Layers e.V. for deliveries and services

1.    Scope

1.1 The general terms and conditions of the European Research Association for Thin Layers (hereinafter referred to as EFDS) apply to all contracts for delivery and services provided by EFDS.

1.2 If a contractual partner refers to his own general terms and conditions, these only become part of the contract, provided they do not contradict the content of the general terms and conditions of EFDS or EFDS has expressly confirmed the validity of the general terms and conditions of the contractual partner in writing. When each contractual partner refers to their own general terms and conditions, the law applies to the contract, provided that these contradict each other in terms of content.

1.3 The general terms and conditions of the EFDS are published on their homepage (www.efds.org) and can be viewed there by any contractual partner and downloaded as a PDF file.

1.4 Oral declarations before or upon conclusion of the contract are only binding if they are confirmed in writing.

2.    Conclusion of contract

2.1 The contract offers submitted by EFDS are non-binding.

2.2 An effective contract is only concluded if EFDS declares acceptance of the contract or contract offer sent by the contractual partner to the contractual partner (acceptance). The acceptance on the part of EFDS takes place in text form (e.g. by fax or e-mail).

3.    Contract duration / termination

EFDS is entitled to properly terminate the contract at any time with a notice period of 4 weeks. The right of extraordinary termination of the contract by each contracting party is not affected by the above regulation. Any notice of termination must be in writing to be effective.

4.    Prices / payment deadlines

4.1 Payments are due according to the agreed payment plan. In the absence of a payment plan, the due date is determined by the due date stated on the invoice. Payments are to be made without any deductions stating the invoice number. A payment deadline of 2 weeks after the invoice date is agreed for EFDS invoices.

4.2 Offsetting against claims by EFDS is only permitted if the counterclaim is undisputed or has been legally established.

4.3 The contractual partner can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

4.4. The remuneration is in each case plus the statutory sales tax. All other taxes, fees, customs duties and other charges that are imposed on EFDS in connection with the performance of the contract, either in the country of provision or in the country of the contract partner, shall be borne exclusively by the contract partner.

5.    Special regulations for the organization and implementation of events

5.1 EFDS offers the organization and implementation of workshops, webinars, conferences, tutorials, trade fairs or other events (hereinafter referred to as events) for interested parties. Insofar as EFDS owes the organization and implementation of events, the regulations of the service contract law apply in accordance with the following paragraphs.

5.2 The contractual partner receives the event offer (e.g. event overview, brochures, internet or newsletter announcement) for the event he / she wishes. This offer is non-binding. Registration for an event can be made via the Internet, letter, fax or e-mail and becomes binding upon written confirmation from EFDS.

5.3 The amount of the participation fee results from the respective event program. The participation fee is due upon registration. If the participation fee has not been received by EFDS by the start of the event, the contractual partner is not entitled to participate in the event.

5.4 If the event cannot be held due to force majeure or for an important reason (e.g. due to illness of the speaker or insufficient number of participants), the participants will be informed immediately. In this case, the event fee will be reimbursed. Any further claims, in particular the reimbursement of travel and accommodation costs as well as loss of work, are excluded, unless such costs arise due to intentional or grossly negligent behavior on the part of EFDS.

5.5 EFDS reserves the right to replace announced speakers with others or to make necessary changes to the event program while maintaining the overall character of the event.

5.6 The contract partner can revoke his participation in the event at any time via the Internet, letter, fax or email. In this case, the following cancellation deadlines and fees apply:

5.7 The event and conference documents are protected by copyright. Duplication, transmission or other use of the documents is only permitted with the express written consent of EFDS.

6.        Liability for defects

If the delivery or service provided by EFDS proves to be defective, the following applies:

  • EFDS is initially given the repeated opportunity to remedy the defect, at EFDS ‘option, by means of subsequent improvement or replacement delivery (subsequent performance).
  • If the initial or repeated supplementary performance is unreasonable for the contractual partner, if the supplementary performance failed or was rejected by EFDS, the contractual partner can assert the other statutory warranty rights of § 437 BGB with the following deviations:
  1. The right of withdrawal can only be exercised in the event of a significant defect. It shall expire if the contractual partner does not withdraw from the contract no later than 14 days after receiving the notification of the rejection or failure of the supplementary performance or at the latest 14 days after the point in time at which the contract partner recognizes the unreasonableness of the supplementary performance.
  2. The right to compensation only applies under the additional requirements of Section 7. The contractual partner can only demand compensation in lieu of performance if it has unsuccessfully set a reasonable deadline for performance with the declaration that it will accept the performance after the expiry of the Refuse deadline.

7.        Limitation of Liability

7.1 EFDS has unlimited liability in accordance with the statutory provisions:

  • for damage due to willful or negligent injury to life, limb or health by EFDS, its representatives or vicarious agents;
  • for damages resulting from willful or grossly negligent breaches of contract or malice by EFDS, its representatives or its vicarious agents;
  • in cases of mandatory liability under the Product Liability Act;
  • within the scope of a guarantee, insofar as EFDS has given a quality and / or durability guarantee with regard to the delivery item or parts thereof. For damage that is based on the lack of the guaranteed quality or durability, but does not occur directly on the delivery item, EFDS is only liable without limitation if the risk of such damage is clearly covered by the quality and durability guarantee.

7.2 The liability of EFDS is otherwise limited to damages that are based on simple negligence and relate to such contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies and may rely. The amount of EFDS’s liability is limited to the foreseeable, typically occurring damage. Any further liability is excluded.

7.3 As far as the liability of EFDS is excluded or limited, this also applies to the personal liability of its employees, workers, employees, representatives or vicarious agents.

8.        Statute of limitations

8.1  The contractual partner’s claims for breach of duty and for offenses shall become statute-barred within 12 months. This does not apply if the law in §§ 438 Paragraph 1 No. 2, 479 Paragraph 1 (right of recourse) and 634a Paragraph 1 No. 2 1st alternative (construction defects) BGB prescribes longer periods or EFDS is liable for intent or gross negligence.

8.2  If an acceptance of the delivery or services is planned, the limitation period for claims due to defects according to Clause 8.1 begins with their acceptance, otherwise with their handover.

8.3  Negotiations between the contracting parties about claims or the circumstances giving rise to the claim suspend the statute of limitations. The inhibiting effect ends if one contractual partner does not comply with the request of the other contractual partner to continue negotiations within 4 weeks.

9.        Force majeure

9.1. Force majeure is any event that is beyond the control of the contractual partner and whose effects on the fulfillment of the contract cannot be prevented through reasonable efforts on the part of the contractual partner. These include, but are not limited to: general shortage of materials, riots, lightning strikes, embargo, fire, war or war-like condition, coup, revolution, shipwreck, epidemic, pandemic, strike and natural disasters of all kinds.

9.2. In the event that the performance of a contracting party is delayed or made impossible due to force majeure, the following is agreed:

  • The person affected by force majeure informs the other contractual partner immediately about the event that has occurred and the contractual obligation that he cannot fulfill or only with delay as a result of the force majeure.
  • If EFDS is hindered in the provision of the service due to force majeure or if this is interrupted as a result, it will be granted an appropriate extension and / or other contract adjustment, on which the contracting parties agree.
  • There is no right to withdraw, unless otherwise agreed between the parties due to the expected duration of the interruption. If the interruption exceeds a period of 6 months, either contracting party can terminate the contract by giving written notice. If a new agreement is not reached on the basis of the changed circumstances due to force majeure, the services provided up to that point can be billed by EFDS.

9.3. The provisions of this section also apply if the circumstances arise with vicarious agents or sub-contractors.

10.     Others

10.1. Should one or more provisions of these general terms and conditions be invalid, this shall not affect the validity of the remaining provisions.

10.2. The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on the International Sale of Goods (CISG).

10.3. The place of performance and jurisdiction for all disputes is Dresden. This does not affect the right of EFDS to sue the contract partner at its registered office.