Liability, legal venue and general terms and conditions Ingenics Consulting (Shanghai) Co., Ltd.
The fulfilment of the contract assumes a relationship of trust between the customer and Ingenics and requires close co-operation between the parties, so that Ingenics can effectively implement the customer’s interests. The following provisions apply between the customer and Ingenics and to all orders regarding consultancy, organisational and programming work, as well as similar services, in so far as nothing else has been agreed in writing. The subject of the order is the provision of the agreed service, not a certain degree of success.
§ 1 Obligations of Ingenics
Ingenics shall be obliged to fulfil the contractual services in accordance with the generally recognised codes of practice and the principles of orderly professional practice. Within the scope of the agreed services, Ingenics undertakes to inform the customer, in so far as is necessary, of all significant matters concerning the implementation of its task. If it becomes recognisable that the expected costs and deadlines will be significantly exceeded, Ingenics undertakes to inform the customer without delay. Ingenics shall be required to provide information on the costs which have arisen and which are still to be expected at any time upon request. Following conclusion of the services by Ingenics and after settlement of the invoice, the customer can request the documented results to be handed over to it.
§ 2 Obligations of the customer
The customer undertakes to promote the execution of services, and in particular it shall come to a decision, without delay, on all current issues. The customer shall create the conditions necessary for the provision of the services free of charge and in good time in the area in which it operates. It shall, if required, provide the necessary workrooms and enable the employees of Ingenics to access its premises. Should the use of the customer’s company equipment be necessary, a meeting shall be arranged to discuss this. Data carriers which are provided to the customer must be faultless both technically speaking and as regards the content, and correspond to Ingenics' requirements. Ingenics shall make known to the customer the corresponding requirements for the data carriers no later than 2 weeks following conclusion of the contract. Should the data carriers not respond to Ingenics' requirements, the customer shall reimburse Ingenics all corresponding additional expenditure arising from the use of these data carriers. In addition, the customer shall indemnify Ingenics against all claims of third parties which may arise in consequence of the use of these data carriers.
§ 3 Liability of Ingenics
Ingenics shall be liable in accordance with the statutory provisions, for intent, gross negligence and injury to life, body and health. For damage to property and assets, Ingenics shall be liable up to a maximum total sum of the contracted value under this contract. Ingenics shall not be liable for damages arising from and in connection with programming work, in so far as the damages did not occur in consequence of injury to life, body and health. Any liability on the part of Ingenics for damages, including lost profits, which arise in consequence of interruptions to service, is excluded.
§ 4 Delay
Should Ingenics fall behind with its services, the customer shall have the right to withdraw from the contract, following the setting of a reasonable period of grace, if the agreed service is not provided within the grace period. This shall, however, not apply in the event of force majeure. A case of force majeure which considerably hampers the services of Ingenics or makes them impossible to carry out shall entitle the latter to postpone its obligation by the duration of the hindrance plus a reasonable start-up phase. Any strikes, lock-outs and similar circumstances by which Ingenics is directly and indirectly affected shall be equivalent to force majeure.
§ 5 Extension and interruption
Should the period for carrying out the services be extended in relation to the deadlines envisaged upon the order being granted, for reasons for which Ingenics is not responsible, Ingenics shall have a claim to compensation for the associated additional expenses. That shall also apply in the event of an interruption for which Ingenics is not responsible.
§ 6 Premature dissolution of the contract
In so far as the parties have not concluded a long-term contract, as a result of which Ingenics is due to provide recurrent services, the contract can only be terminated by either party for a significant reason. Should the contract be terminated for a reason for which Ingenics is responsible, Ingenics shall only be entitled to a fee for the services rendered until the time of termination.
§ 7 Statute of limitations
To the extent that the parties have not agreed anything else contractually on an individual basis, the statutory periods of limitation shall apply. The statute-barring of the claims of both the customer and Ingenics shall begin following completion of provision of the services and the issuing of the final invoice.
§ 8 Copyrights and rights of use
Copyrights shall not be transferred through the contract with the customer. The working methods applied are procedures developed by Ingenics and shall remain the intellectual property of Ingenics. The documentation may be made accessible by the customer to a third party within the scope of the purpose of the contract. Furthermore, the documentation may only be made known to a third party with written agreement.
§ 9 Arbitration
Any disputes that arise because of or in combination with this contract are to be submitted to the Shanghai Arbitration Commission, Pudong International Arbitration Centre that will decide in the matter in accordance with the arbitration rules of the commission which applies at the time of the submission. The language used in the arbitration proceedings is English. The arbitral award is final and binding for the parties.
§ 10 Final provisions
Any alterations, supplements and subsidiary agreements require to be made in writing. In the event that any individual provisions of this contract are null and void, the validity of the remaining provisions shall not be affected thereby. In place of the provisions which are null and void, provisions which come closest in meaning to the intended purpose, within the statutory sense, shall apply.
The contract is written in English.
The conclusion of the contract, its validity, interpretation and implementation are determined by the laws of the People's Republic of China.
Terms and Conditions Ingenics AG