1. Scope of Application
1.1 These General Terms and Conditions apply to all contracts, deliveries and other services provided by the rosslight GmbH to its business partners (hereinafter referred to as "Client".
1.2 These GTCs are exclusively applicable. Any conflicting or deviating terms and conditions of the Client will not be recognized unless rosslight GmbH expressly agrees to their validity in writing.
2. Conclusion of Contract
2.1 Offers made by rosslight GmbH are non-binding and subject to change unless explicitly stated otherwise. The binding period of the offer is stated in the quotation.
2.2 A contract is concluded when rosslight GmbH confirms the Client's order in writing or begins execution the order.
2.3 Modifications of the order require a written agreement.
3. Services
3.1 rosslight GmbH shall provide engineering development services as specified in the individual contract.
3.2 The scope of services, deadlines and deliverables will be defined in the respective service contract.
3.3 In addition to engineering development services, rosslight GmbH also offers all necessary services to fulfil an engineering project, including but not limited to the purchase of products an materials required for the project.
3.4 CE compliance and other certifications are not part of rosslight GmbH's services and are the responsibility of the Client unless otherwise agreed in writing.
3.5 If the rosslight GmbH is temporarily
hindered by circumstances beyond our control from delivering the agreed services on time – whether on a specified delivery date or within an agreed delivery period – due to operational disruptions, strikes, lockouts, official orders, or cases of force majeure, we shall be relieved from our service obligations for the duration and extent of the disruption. The agreed performance period will be extended by the duration of the impediment. If the service provision is delayed by more than one month, both we and the Client have the right to withdraw from the contract concerning the affected service.
4. Duties of Client to Cooperate
4.1 The Client is required to actively support rosslight GmbH's services at all times through proactive cooperation.
4.2 Upon request, the Client shall provide all necessary information for the execution of our services, including but not limited to project-relevant information on the current state of technology, technical drawings, documents, data, as well as models and prototypes. If necessary for the of our services, the Client shall grant us access to their business premises during business hours, subject to prior arrangement
4.3 Unless otherwise agreed, the Client is responsible for specifying the requirements for the product to be developed by us in a detailed specification sheet.
4.4 If the Client does not cooperate with tasks in a manner that ensures a guaranteed worktime capacity, 80% of the unused monthly budget will be billed to the Client regardless.
5. Liability
5.1 rosslight GmbH is liable for damages only in cases of intent or gross negligence.
5.2 In cases of slight negligence, rosslight GmbH is only liable for breaches of essential contractual obligations (cardinal obligations). The liability is limited to the foreseeable, typically occurring damage.
6. Publicity Rights
6.1 By engaging our services, the client grants rosslight GmbH the right to create and publish blog posts, case studies, and other promotional content related to the client's projects. This includes the use of the client's name and logo on our website and other marketing materials.
6.2 If the client wishes to opt-out of this provision, they must notify rosslight GmbH in writing prior to the commencement of the project.
7. Confidentiality and Data Protection
7.1 We are committed to maintaining the confidentiality of all personal and business data of our customers that we become aware of during the course of our work, unless the customer releases us from this obligation or we are legally required to disclose such data, for example, to authorities.
7.2 This confidentiality obligation remains in effect for a period of three years following the termination of the contractual relationship.
7.3 We process our customers’ data necessary for order processing in accordance with statutory data protection regulations (GDPR).
8. Termination
8.1 Either party may terminate the contract for cause with four weeks' notice if not agreed on otherwise.
8.2 If a guarantee for a worktime capacity was included in a contract, termination before the agreed project end will require the Client to pay 80% of the remaining guaranteed amount within 30 days after termination.
8.2 This confidentiality obligation remains in effect for a period of three years following the termination of the contractual relationship.
8.3 We process our customers’ data necessary for order processing in accordance with statutory data protection regulations (GDPR).
9. Governing Law and Jurisdiction
9.1 These GTCs and all contracts between rosslight GmbH and the Client are governed by the laws of the Federal Republic of Germany.
9.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTCs is Rostock.
10. Miscellaneous
10.1 Amendments and supplements to these GTCs must be in writing.
10.2 Should any provision of these GTCs be or become invalid, the validity of the remaining provisions shall not be affected.