AGBs

1. general

1.1 Scope of application
These General Terms and Conditions apply in the version valid at the time of conclusion of the contract for all business relationships between us,HDC Solutions GmbH, Kriegsstr. 13, 85055 Ingolstadt and you. Should you use conflicting General Terms and Conditions, these are hereby expressly rejected.

1.2 Contractual agreement
The contractual language is German or English. The display option in other languages serves only as an aid.

You must be 18 years of age or older to use our service.

1.3 Service description
We specialize in the field of contract development for the design of energy systems for critical and military infrastructure as well as the development and sale of software solutions for predictive operating strategies (hereinafter referred to as "projects" or "software"). We customize the aforementioned projects and software according to individual customer agreements.

HDC Solutions GmbH also offers development and consulting services in the field of software development and distribution of system platforms in the renewable energy sector.

The prices are negotiated individually with you.

1.4 Conclusion of contract subject to a charge

1.4.1 Alternative conclusion of contract

The contract can be concluded by individual offer and acceptance. Unless otherwise agreed, the usual procedure is that you first send us an inquiry (e.g. by e-mail or via our online form "individual inquiry"). Your full address is always required for the preparation of an offer. If the request is for a development or consulting service, depending on the order, prior consultation with us is required.

You will then receive a binding offer from us, which you can accept within the period specified in the offer. The contract is concluded upon acceptance. A separate storage of the contract text by us does not take place, but the contract content results in each case individually from the agreement made.

1.4.2 Further regulations

After receiving your request (see point 1.5.1), we always check the technical feasibility of your order first. For technical reasons, it may be the case that certain services and projects cannot be implemented within the desired scope of requirements. We will inform you accordingly. We may also reject orders that violate our values. Please note that it is no longer possible to make changes or cancel orders after the contract has been concluded, as the projects or software customization begin immediately. An exception to this is the agreement to create a separate specification sheet, which takes place during the term of the contract. If implementation has not yet begun, changes are permitted in consultation with us.

1.5 Subsequent amendment of the General Terms and Conditions
We are entitled to subsequently amend and supplement the General Terms and Conditions in relation to existing business relationships insofar as changes in legislation or case law require this or other circumstances lead to the contractual equivalence relationship being disturbed to a more than insignificant extent. A subsequent amendment to the terms and conditions shall become effective if you do not object within six weeks of notification of the amendment. At the beginning of the period, we will expressly draw your attention to the effect of your silence as acceptance of the contract amendment and give you the opportunity to make an express declaration during the period. If you object within the deadline, both you and we may terminate the contractual relationship without notice, unless we continue the contractual relationship under the old General Terms and Conditions.

2. performance and delivery

2.1 Performance
We are entitled to have the contract or parts of the contract performed by third parties. In particular, individual parts or the entire order may be carried out by subcontractors which we commission with regard to implementation. For this purpose, your data will then also be passed on to the respective subcontractor in order to carry out the order. Your data may then also be processed outside Germany.

2.2 Partial deliveries
We are entitled to make partial deliveries if this is reasonable for you. In the case of partial deliveries, however, you will not incur any additional shipping costs.

2.3 Exclusion of delivery
P.O. Box addresses are not supplied.

2.4 Default of acceptance
If you are in default of acceptance of the goods, we are entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages for delay or non-performance. During the delay in acceptance, you shall bear the risk of accidental loss or accidental deterioration.

2.5 Delays in delivery and performance
Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events, which cannot be prevented by us even with the utmost care and for which we are not responsible (this includes in particular strikes, official or court orders, e.g. in the event of pandemics and cases of incorrect or improper self-supply despite a covering transaction to this effect), entitle us to postpone the delivery for the duration of the impeding event.

2.6 Performance time
The delivery and performance times are agreed individually with you and can be found in the offer or on the website. Compliance with these times is subject to all technical issues having been clarified between the contracting parties in advance. If you request changes or additions after scheduling, the agreed deadlines/dates may no longer be met. In the case of payment in advance, the deadline begins on the day after the payment order is issued to the remitting bank or, in the case of payment on account, on the day after the contract is concluded. If the last day of the deadline falls on a Saturday, Sunday or a public holiday recognized at the place of delivery, the deadline shall end on the next working day.

2.7 Data delivery (e.g. for commissioned software)

Data will only be delivered to you once. We reserve the right to determine the optimum file formats ourselves, unless otherwise agreed or unreasonable for you. You also have no right to transmission of the source files or codes unless this has been agreed. Should you nevertheless wish to receive the source files or codes, you must agree this separately with us and pay for it separately.

We are also responsible for deciding on the application software used to create the intermediate and final data. We are not obliged to hand over development and interim data. The order data will be destroyed or archived by us after fulfillment of the contract in accordance with the legal requirements.

2.8 Prior checking

If we send/hand over originals to you for preliminary inspection or as samples, you must return them to us undamaged, if technically possible, unless otherwise agreed or unless the purpose of the contract dictates otherwise. In the event of damage or loss, you must reimburse the costs necessary to restore the originals. The right to claim further damages remains unaffected.

2.9 Intermediate acceptances

We reserve the right to carry out interim acceptances and to make the further execution of our services dependent on your approval. This includes in particular the acceptance of project drafts and programming proposals. We will then provide our further services on this basis.

You must provide authorized employees for test runs and/or acceptance tests if you are unable to inspect them yourself. If we provide you with test products and/or test versions, stating a reasonable period of time for checking for correctness and completeness, the test versions and/or test products shall be deemed approved upon expiry of the period, unless we receive a request for correction. Rejected test versions/test products shall remain our property and no right of use shall be transferred. You may therefore not use them unless we have agreed otherwise.

3. payment

3.1 Prices and shipping costs
All prices are exclusive of VAT plus the currently applicable VAT regulations. When contracts are concluded, prices are always quoted net and gross.

In addition, the costs for packaging and shipping are shown separately in each case, unless collection by you at our place of business has been agreed. Please note that customs and import duties may be incurred, which you must bear yourself and are not included in the price. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular

transportation company, shipping route, packaging).

3.2 Forms of payment

Only payment by invoice (bank transfer) is possible for all contracts.

3.3 Invoices
Invoices are issued upon delivery of the goods or by email. Payment is due upon receipt of the invoice and must be made within the period stated on the invoice, which is at least 7 days. The account details can be found on the invoice. If you are a public client, other requirements may apply which will be agreed individually with you.

3.4 Storage costs
If the dispatch or delivery of the goods is delayed at your request, we reserve the right to charge you for the costs incurred (in particular storage costs).

3.5 Advance payments

We reserve the right to demand a down payment, payment on account or the entire price prior to commencement of performance.

3.6 Default of payment
You are in default of payment if the payment deadline stated on the invoice is not met. In the event of late payment, interest shall be charged at a rate of 5 percentage points above the prime rate of the European Central Bank, or 9 percentage points above the prime rate of the European Central Bank in the case of legal transactions in which a consumer is not involved. We reserve the right to claim further damages. You have the option of proving that we have incurred no or less damage.

3.7 Right of retention
You are only entitled to assert a right of retention for counterclaims that are due and based on the same legal relationship as your obligation.

4. revocation instructions for consumers in distance selling contracts

4.1 Exclusion of the right of withdrawal for purchase contracts and contracts for work and materials

The right of withdrawal does not apply to contracts for the delivery of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.

4.2 Cancellation policy for service contracts

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the date of conclusion of the contract.

To exercise the right to cancel, you must inform us(HDC Solutions GmbH, Kriegsstr. 13, 85055 Ingolstadt, phone: 01712907294, e-mail: contact@hdc-solutions.de) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You can use the attached sample withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired.

Consequences of revocation

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this repayment.

If you have requested that the services should begin during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided by the time you inform us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

- End of the withdrawal policy -

Special notes on the premature expiry of the right of withdrawal

Your right of revocation expires prematurely if we have provided the service in full and have only begun to provide the service after you have given your express consent and you have simultaneously confirmed your knowledge that you will lose your right of revocation upon complete fulfillment of the contract by us.

5 Your responsibility

5.1 General
You are solely responsible for the content of your transmitted/published data and information. Such content may not violate applicable laws or these General Terms and Conditions. You also undertake not to transmit/publish any data whose content violates the rights of third parties (e.g. personal rights, rights to a name, trademark rights, patent rights, copyrights, etc.). In particular, data with criminal content may not be transmitted to us or published. By transmitting data to us, you confirm that you have complied with the copyright provisions.

5.2 Indemnification
You shall indemnify us against all claims asserted against us by third parties due to such infringements. This also includes the reimbursement of the costs of necessary legal representation.

5.3 Data backup
You are jointly responsible for backing up the information you send us. We cannot be held responsible for the loss of your transmitted information, as we do not provide a general data backup guarantee.

5.4 Abusive content or files
Abusive content or files that you send to us will be deactivated or deleted by us without prior notice. Such content designs/files exist in the following cases, for example:

for sending spam,

to send and store infringing, obscene, threatening, insulting or otherwise violating third-party rights content,

for sending and storing viruses, worms, Trojans and malicious computer codes, files, scripts, agents or programs,

for uploading programs that are likely to disrupt, impair or prevent operation,

attempting to gain unauthorized access to our service or to individual modules, systems or applications or to grant such access to third parties,

Content that violates applicable laws (e.g. personal rights, naming rights, trademark rights, patent rights, copyrights, etc.)

Content glorifying violence, pornographic or otherwise offensive or criminal content.

Such content/files will not be included in our work. In the event of recurring violations, we reserve the right to refrain from entering into a contractual relationship with you.

5.5 No functional test and no legal test

Please note that we do not check your desired projects, software etc. for functionality (e.g. marketability) or legal admissibility (e.g. CE conformity or compliance with the EU Machinery Directive) or for accuracy of fit, but only carry out your order based on your specifications, unless otherwise agreed. You must commission a specialist (e.g. a lawyer) for a legal examination or consultation. We only provide development and consulting services if you have expressly commissioned us to do so.

5.6 Special note for consultations

We are not liable for the improper application and/or implementation of the recommendations contained in our advice or in the documents provided. You must inform yourself in advance as to whether our proposed actions are suitable for you or your project or whether they entail further risks. We merely provide you with our advice. You alone are responsible for handling and implementing them, unless we have been commissioned to do so.

5.7 Sector-specific knowledge

We would also like to point out that we have no industry-specific knowledge of your specific company and that you should inform us in advance of all points relevant to you. We do not carry out surveys, studies or market research for your planned project/your company. However, we always provide our services to the best of our knowledge and belief and make use of generally available market research documents and information. However, no specific advertising success is owed.

5.8 Secrecy

You are obliged to keep confidential all business and trade secrets (including the "know-how" contained in our documents, files and projects, i.e. our applicable knowledge) which we disclose to you and/or which become known to you during the performance of the contract and which have been designated or marked as such confidential information. The duty of confidentiality shall also apply for the period after completion of the order.

We also undertake to do this unless the order requires disclosure to third parties. For example, we are expressly permitted to process the personal data entrusted to us or have it processed by third parties as part of the provision of services. In the context of a legal dispute, we are entitled to disclose your internal information in order to protect our interests, even without prior release from the duty of confidentiality. Confidentiality does not apply to information that is generally accessible, published by the other contracting party itself or disclosed by a third party.

5.9 No maintenance or updates outside the warranty period

Please note that we do not carry out any maintenance or update work on your goods unless this is covered by warranty law or has been agreed beforehand in connection with a development and production order. However, if maintenance or update work is required, you are welcome to send us a request and we will check the feasibility.

6. retention of title

6.1 General
If you are an entrepreneur, the goods, works and materials delivered by us shall remain our property until all present and future claims arising from the business relationship have been settled in full. In the case of consumers, only the delivered product from the specific contract shall remain our property until the purchase price has been paid in full. You must treat the items subject to retention of title with care at all times. You assign to us any claim or compensation that you receive for damage, destruction or loss of these items. Unless otherwise agreed below, you are not entitled to sell, give away, pledge or assign as security the items delivered to you subject to retention of title.

6.2 Seizure and other impairments
If the item subject to retention of title is seized or otherwise impaired by third parties, you must notify us immediately so that an action can be brought in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, you shall be liable for the loss incurred by us.

6.3 Resale
If you are an entrepreneur, you are entitled to resell the reserved goods in the normal course of business. You hereby assign to us the customer's claims arising from the resale of the reserved goods in the amount of the agreed final invoice amount (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. You remain authorized to collect the claim even after the assignment. This shall not affect our authorization to collect the claim ourselves. However, we will not collect the claim as long as you meet your payment obligations from the collected proceeds, are not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.

6.4 Transformation, treatment and processing
If you are an entrepreneur, the treatment and processing or transformation of the purchased item by you is always carried out in our name and on our behalf. In this case, your expectant right to the purchased item shall continue in the transformed item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that your item is to be regarded as the main item, it is agreed that you transfer proportional co-ownership to us and keep the resulting sole ownership or co-ownership for us. To secure the claims against you, you shall also assign to us such claims which accrue to you against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

6.5 Taking back
If you act in breach of contract, in particular in the event of default in payment, but also in the event of an application for insolvency proceedings against your assets, we shall be entitled to take back the goods. In this case, taking back the item does not constitute a withdrawal from the contract unless we expressly declare this in text form.

6.6 Release of securities
If the value of the securities exceeds the value of the secured claims by more than 15 percent, we are obliged to release securities at your request.

8. our "know-how" (= applicable knowledge) as well as rights of use and copyright to our documents, files and projects

8.1 General

We have the copyright or the exclusive right of use to the documents, files and software provided or created by us.

8.2 Transfer

By concluding the contract and paying the agreed amount, you only secure the rights of use for the agreed purpose with regard to the documents and files and the right of ownership with regard to the specific haptic projects created. However, without our express consent, you are not entitled to transfer the rights of use granted by us to the documents and files to third parties for a fee or free of charge. However, you are of course permitted to use the haptic projects produced for you, subject to point 6 of these General Terms and Conditions.

8.3 Prohibitions

You are not authorized to reverse engineer, decompile or disassemble the files and projects. However, this only applies insofar as the applicable law does not expressly permit such a possibility notwithstanding this restriction.

8.4 Copyright notice/copyright notice

If we have attached a copyright notice/copyright notice to the documents, files and software, you may not remove or change this without our consent, unless we have expressly agreed this with you. In particular, you are not permitted to claim to be the author of the documents, files and software created by us.

8.5 Violation

We reserve the right to claim damages for any breach of the contractual license conditions, in particular in the event of copyright infringement.

8.6 "KnowHow"

The "know-how" contained in our documents, files and software must always be treated confidentially and may not be passed on to third parties. This obligation shall survive the end of the contract. Section 5.8 of these General Terms and Conditions also applies. Furthermore, you may not claim to be the author of this "know-how".

In particular, but not exclusively, we reserve the right to reuse the "know-how" used by us (in particular also with regard to our digital assets) in our own projects or in projects for third parties, unless this was explicitly excluded when the contract was concluded. Please note that any confidentiality agreements concluded with you do not cover the use of our intellectual property. We may still use this in full.

8.7 Request for return

If our invoice is not paid on time, we also reserve the right to reclaim all documents, files and software.

9. reference right

We grant ourselves the right to make recordings of the projects we implement and to use these as a reference (e.g. for presentation on our website). The recordings are made in such a way that your privacy remains protected (e.g. no recordings showing images of people).

10 Liability

10.1 Exclusion of liability
We and our legal representatives and vicarious agents shall only be liable for intent or gross negligence. Insofar as material contractual obligations (i.e. obligations whose fulfillment is of particular importance for achieving the purpose of the contract) are affected, we shall also be liable for slight negligence. Liability shall be limited to the foreseeable damage typical for the contract. In the event of a grossly negligent breach of non-essential contractual obligations, we shall only be liable to entrepreneurs in the amount of the foreseeable damage typical for the contract.

10.2 Reservation of liability
The above exclusion of liability does not apply to liability for damages resulting from injury to life, limb or health. The provisions of the Product Liability Act also remain unaffected by this exclusion of liability.

10.3 Liability for content
We are not liable for incorrect information that you upload or send to us. We do not check the content uploaded/provided (in particular with regard to the infringement of third-party rights). However, if we become aware of incorrect, inaccurate, misleading or illegal information, we will check it immediately and, if necessary, remove it or not include it in our work. We also accept no liability for the accuracy, up-to-dateness, completeness, quality or legality of content that does not originate from us.

10.4 Use of the services

We are not liable for improper use of the resulting products by you. You must inform yourself in advance as to whether the products created are suitable for your project and can be used for the desired project, unless otherwise agreed. The other liability clauses and the warranty law are not affected by this.

11. final provisions

11.1 Place of jurisdiction
Our registered office is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided that you are a merchant, a legal entity under public law or a special fund under public law.

11.2 Choice of law
Insofar as there are no mandatory statutory provisions to the contrary under your home law, German law shall be deemed agreed to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11.3 Consumer dispute resolution procedure
The EU Commission has created an internet platform for the online settlement of disputes concerning contractual obligations arising from online contracts (ODR platform). You can access the ODR platform via the following link: http://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

11.4 Severability clause
The invalidity of individual provisions shall not affect the validity of the remaining General Terms and Conditions.