General terms and conditions of business

1. Scope
1.1 All contracts between IBESA – International Battery & Energy Storage Alliance as a project of Hoehner Research and Consulting Group GmbH (hereafter HRCG GmbH)   and the customer shall be subject to the following terms and conditions only. The customer’s terms and conditions of business shall not be applicable and shall not put HRCG GmbH under any obligation to comply unless HRCG GmbH explicitly gives written acknowledgment and acceptance of such conditions.

1.2 Offers are aimed exclusively at commercial clients, that is, companies according to Article 14 BGB (German Civil Code). Private customers, that is, customers according to Article 13 BGB, are not permitted to place legally binding orders based on the aforementioned. Interested private customers should contact HRCG GmbH by telephone for information on how to place a non-commercial order. Furthermore, the legal right to return items as stated in consumer protection law does not apply to orders placed by commercial clients but does apply to orders placed by private customers.
 

2. Offer and Ordering Process
2.1 The presentation of the products together with the order form does not constitute a legally binding offer. Offers are subject to the written confirmation of HRCG GmbH. They are designated for the internal use of the customer only.

2.2 The purchaser places a binding offer for the product of choice when all relevant purchase details have been given and the general terms and conditions of business accepted. This will be confirmed immediately by email or fax sent to the address given by the customer. The contract to purchase between the purchaser and HRCG GmbH is valid from when the order is confirmed, or, the products are delivered either by mail or download.    


3. Scope of Services, Remuneration and Prices
3.1 Services offered include but are not limited to the following:
a. Multi-Client-Services: client-independent studies for an indefinite number of customers.
b. Shared-Services: commissioned study on behalf of a limited number of customers for the exclusive purchase of those customers.
c. Exclusive-Services: assignments carried out on behalf of a single customer who will have the exclusive license to use the product but only for an individually negotiated period of time. This exclusive license will be for a period no longer than 12 months. After a period of no longer than 12 months it will become a non-exclusive license.

3.2 The prices are net prices in Euros. They do not include sales tax/VAT or delivery costs. Sales tax/VAT will be added to the net costs according to the legally defined percentage. The prices valid at the time of ordering are binding. Place of fulfilment is Bonn.

3.3 Partnerships: Contract to be terminated three months before it ends otherwise automatically renewed. Taking the extension of IBESA partnerships into account, prices are fixed for one year only and may be subject to change on renewal.

3.4 Travel expenses incurred for HRCG GmbH/ IBESA workshops either provided in combination with studies or booked separately are not included in the scope of the offer. Prices have to be paid separately by the customer. This does not apply if it is explicitly agreed that the workshop or the resulting travel expenses for the workshop are part of the negotiated contract and thus do not to have to be paid separately.

3.5 Should circumstances arise beyond the control of HRCG GmbH which impose a temporary hindrance on the provision of services, then services and delivery appointments agreed on will be extended. Customers will be informed of any such event or other delay immediately.


4. Terms of Payment and Delivery

4.1 Payment is to be made to the amount and method stated in the contract. Any addition and/ or aberration require the written confirmation of HRCG GmbH in order to be effective.

4.2 Pre-payment is accepted as a payment method only.
Pre-payment: The products including downloadable links will be shipped/sent as soon as full payment has been made to the account of HRCG GmbH.
Invoice: Payment upon receipt of an invoice is only possible for existing IBESA partners and customers. In exceptional cases, orders by fax from companies, authorities or further institutions can be accepted. The terms and conditions for payment and delivery are stipulated in the binding offer.

4.3 Delivery costs depend on the quantity of products ordered, their destination as well as type of delivery.  There are no delivery costs for products which can be downloaded. The customer accepts that any fees or charges owed for customs or non-EU addresses will not be paid by HRCG GmbH nor is HRCG GmbH liable for them.

4.4 The method of delivery, route and company employed to deliver will be chosen by HRCG GmbH at their sole discretion. Once the purchaser has taken delivery of the item from the delivery service, the purchaser is responsible for the item. The company responsible for delivery is to be made aware of any damage sustained in transit immediately. These damages are also to be reported to HRCG GmbH immediately. Part deliveries are permissible where appropriate.

4.5 HRCG GmbH/ EuPD Research retains ownership of all goods and all licensing rights pertaining to the usage of data files as well as intellectual property until payment of invoice has been made in full. Intellectual property rights are lawfully retained by the author.

4.6 The purchaser is only able to offset counter claims if they are acknowledged by law, uncontested, or prior written consent has been granted by HRCG GmbH. Customers only have the right of retention if counterclaims are based on the same contractual relationship.  The customer is prohibited from transferring any claims of payment against HRCG GmbH to a third party.

4.7 The estimated costs for the services provided by IBESA are based on project calculations and experience. Estimations are optimized and customer-oriented so that lower deviations may not be assumed.
However, it cannot be fully excluded that additional effort maybe required in the completion phase of the project. Should the suggested amount be exceeded, IBESA will inform the client promptly. Such additional efforts will be calculated on the basis of man-day costs and these may vary according to the qualification of the staff involved.
Upon notification of these additional costs the client may choose whether the project shall continue in accordance with the original cost estimation as stated in the proposal although full completion of the project may no longer be possible or  agree to the revised cost estimation thus enabling full completion of the project. Should the client agree to the latter, this shall be subject to a separate written agreement.

 
5 .Copyright and licenses
5.1 The products and their intellectual property are protected by copyright. It is only possible to purchase a license to use the product and not the product itself or its content. The author/ creator remains the owner of intellectual property.

5.2 The customer is granted a non-transferable and non-exclusive license to use the product and the results and content in the product (with the exception of Exclusive-Services) for personal use respectively for use within the company that placed the order.

5.3 Permission to use the licensed product in the national and international affiliates of the company is subject to the written approval of HRCG GmbH.

5.4 Any use of the product not explicitly permitted under copyright law is prohibited without the prior written consent of HRCG GmbH as the licenser and/or the written consent of the author. This includes but is not limited to copying, distributing, publishing, translating, saving, processing and reproducing the work in databases. Non-compliance will be prosecuted.


6. Liability
6.1 The products were prepared with the utmost care, using professional methodologies and taking relevant legislation into account with the aim of assuring the best possible accuracy of the studies and their results. The data contained in this product is based on surveys of sample populations, conducted using standard statistical methods to the best of our knowledge. As such the study is subject to a certain statistical error rate and is based exclusively on the facts which were available at the time of the survey. Due to the aforementioned, no guarantee can be given for the accuracy and completeness of the studies and the data made available in them.

6.2 The studies contain specific information, but explicitly do not contain any definite recommendations on investments or actions to be taken. Should the user, having taken the above mentioned into consideration, choose to use the studies to support their decision making process, HRCG GmbH shall not assume liability for the economic success of such investments or actions.


7. Jurisdiction
The court of jurisdiction is Bonn. German law will be applied in all legal proceedings.


8. Severability Clause
Should any of these terms and conditions, either in full or in part, be invalid or incomplete, it shall not affect the validity of the other terms and conditions. In that case, the terms and conditions, as stated in German law come into effect.


As at: September 2014