General Terms and Conditions for the Performance of Consulting, Measurement, Testing, Research and Development Assignments and for the Distribution of Product Samples by Hydrogen Institute of Applied Technologies H.I.A.T. gGmbH (hereinafter referred to as "HIAT")
(March 2006)

HIAT exclusively and directly pursues non-profit purposes. It performs contract research, development and consulting in the field of hydrogen and fuel cell technology. The following terms and conditions apply to the placing of orders in these areas:

1. Scope of application

1.1. The following terms and conditions apply to all assignments relating to consulting, testing, measurement as well as research and development of products, concepts, process control systems and similar subjects.

1.2. Deviating, conflicting or supplementary terms and conditions of the client shall not become part of the contract unless HIAT expressly agrees to their validity in writing.

1.3. Unless otherwise provided below, all research and development assignments shall be governed by the provisions of the law relating to service contracts (Sections 611 et seq. German Civil Code), unless HIAT expressly undertakes to produce or deliver a result corresponding to the state of the art as the research and development outcome. In such cases the provisions of the law on contracts of sale or contracts for work shall apply in accordance with Clause 9.

2. Subject of the contract, performance period

2.2. The subject of the assignment shall be the services and work described in detail in the specification of services and in the offer letter.

2.3. If the offer or the research and development assignment specifies a processing period or deadlines, these shall only be binding if HIAT has expressly confirmed them in writing.

2.4. If during the execution of the assignment it becomes apparent that agreed deadlines or processing periods cannot be met, HIAT shall inform the client of the reasons for the delay and agree on an appropriate adjustment with the client. If the delay is not attributable to HIAT but results from the nature of the task itself or from circumstances attributable to the client, HIAT shall be entitled to determine an appropriate extension unilaterally.

3. Remuneration

3.1. Remuneration shall be determined in accordance with the provisions stated in the offer letter and shall be calculated as a fixed price. Alternatively, the contracting parties may agree on remuneration based on actual expenditure – if applicable with a cost ceiling. Prices are exclusive of the applicable statutory value-added tax.

3.2. HIAT shall inform the client without delay if it becomes apparent that the intended research and development result cannot be achieved within the agreed remuneration. HIAT shall propose an adjustment of remuneration. If such adjustment becomes necessary for reasons which were neither foreseeable nor attributable to HIAT at the time the order was placed and if no other agreement can be reached with the client, the proposed adjustment shall become binding.

4. Payments

4.1. Payments shall become due according to the agreed payment schedule. If no payment schedule has been agreed, the due date shall be determined by the due date stated on the invoice. Payments must be made without deductions stating the invoice number to the account specified by HIAT.

4.2. Set-off against claims of HIAT shall only be permissible if the counterclaim is undisputed or has been legally established.

4.3. The client may exercise a right of retention only if the counterclaim arises from the same contractual relationship.

5. Research and development results / new intellectual property rights

5.1. The research and development results shall be made available to the client upon completion of the assignment in accordance with the offer.

5.2. The client shall receive a non-exclusive, unlimited right of use for the purpose underlying the assignment for the results/inventions arising during the performance of the assignment and for the industrial property rights applied for and granted to HIAT relating thereto. This right of use is covered by payment of the agreed remuneration.

5.3. The client shall reimburse HIAT for a separately agreed share of the costs for the application, maintenance and defence of intellectual property rights (patents, utility models etc.) and shall pay a lump-sum employee inventor compensation upon use in accordance with the German Employee Inventions Act.

5.4. Upon request, the client may receive instead of the right referred to in Clause 5.2 an exclusive right of use subject to payment for the purpose underlying the assignment. The request must be submitted in writing to HIAT no later than three months after notification of the invention. HIAT shall nevertheless retain a non-exclusive, free-of-charge and unlimited right of use for research and development purposes within the scope of its statutory duties.

5.5. After payment of the agreed remuneration, the client shall receive a non-exclusive right of use for the purpose underlying the assignment for any copyrighted works, databases and know-how created during the assignment. Granting an exclusive right of use always requires a separate agreement.

6. Existing intellectual property rights

6.1. The above provisions shall not affect the legal situation concerning industrial property rights of either contracting party existing at the time the binding order is placed.

6.2. The contracting parties undertake to prepare a list upon request of the industrial property rights and applications already in their possession at the beginning of the project and intended to be used in the project.

7. Intellectual property rights

7.1. If during the execution of the assignment HIAT becomes aware that third-party intellectual property rights must be taken into account in connection with the services or the future exploitation of the results, the contracting parties shall agree on how such rights shall be considered.

8. Liability

8.1 HIAT guarantees that the work will be carried out with scientific diligence and according to generally recognised technical standards, but does not guarantee the achievement of a specific research or development result.

8.2. The liability of HIAT gGmbH, its legal representatives and agents is limited to intent and gross negligence. In the event of breach of essential contractual obligations, liability also applies in cases of slight negligence. In all cases liability is limited to foreseeable damage typical for the contract.

9. Special provisions for research and development contracts governed by sales or work contract law

9.1. If HIAT expressly undertakes to deliver a result corresponding to the state of the art, the provisions of sales or work contract law shall apply in the event of defects subject to the following provisions.

9.2. If the research and development result proves to be defective, HIAT shall first be given the opportunity to remedy the defect by repair or replacement.

10. Limitation period

10.1. Claims arising from breach of duty and tort shall become time-barred within 12 months.

11. Retention of title

11.1. Ownership of the research and development results and the rights of use mentioned in Clauses 5.2–5.6 shall only pass to the client after full payment of the agreed remuneration.

12. Confidentiality

12.1. The contracting parties shall treat confidential information received from the other party as confidential for a period of five years after completion of the assignment.

13. Publications and advertising

13.1. The client may publish the research results in agreement with HIAT provided the author is named and reference is made to HIAT.

14. Termination

14.1. HIAT may terminate an assignment with one month's notice to the end of a month if no significant progress has been achieved after a substantial processing period.

15. Miscellaneous and final provisions

15.1. Amendments and supplements must be made in writing.

15.2. The law of the Federal Republic of Germany shall apply.

15.3. The place of jurisdiction shall be Schwerin.


Status: March 2006