1. Scope
These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services between Factor2 Energy GmbH (hereinafter referred to as "Factor2 Energy") and the customer (hereinafter referred to as "Customer") in the version valid at the time the contract is concluded.
2. Subject Matter of the Contract
Factor2 Energy provides services and/or delivers solutions in the field of CO₂-based geothermal energy generation. The exact scope of services results from the respective offer or contract.
3. Rights to Documents
Factor2 Energy retains full ownership and copyright usage and exploitation rights to cost estimates, drawings, and other documents (hereinafter referred to as "Documents"). These Documents may only be made accessible to third parties with prior written consent from Factor2 Energy and must be returned immediately upon request if the contract is not awarded to Factor2 Energy.
4. Conclusion of Contract
A contract is concluded upon the Customer’s acceptance of an offer from Factor2 Energy. Offers are non-binding and subject to change unless expressly designated as binding.
5. Scope of Services & Customer Obligations
Factor2 Energy shall perform the agreed services to the best of its knowledge and belief. The Customer agrees to provide all information necessary for the performance of services in a timely and complete manner.
6. Changes
Upon change requests by the Customer Factor2 Energy shall send a price estimate, schedule impact and other necessary changes to the customer. The changes will become effective once Factor2 Energy and the Customer have accepted these in writing. In case of changes in laws and standards after the effective date of the contract Factor2 Energy is entitled to make reasonable adjustments to the contract.
7. Remuneration & Payment Terms
Remuneration is based on the price agreed upon in the contract. All prices are exclusive of any Tax. Customer will pay or refund Factor2 Energy for any applicable Tax imposed by any government authority for Customer’s use or receipt of the services/solutions. Payments are due without deduction within 14 days of invoicing. If Customer disputes an invoice, it must pay any undisputed portion.
8. Performance Time & Delay
Performance deadlines are only binding if expressly agreed in writing. In the event of delays due to force majeure or unforeseeable events, the deadline shall be extended appropriately.
9. Retention of Title
Delivered items (hereinafter referred to as "Goods") remain the property of Factor2 Energy until all claims of Factor2 Energy against the Customer have been fulfilled. During the retention of title, the Customer is prohibited from pledging, assigning as security, or reselling the Goods.
If the Goods are combined with other items not owned by Factor2 Energy, Factor2 Energy shall acquire co-ownership of the new item in proportion to the value of the Goods relative to the other items at the time of combination.
If the delivered goods are intended to be permanently installed on or integrated into real property, the Customer shall ensure that such integration does not compromise Factor2 Energy’s retention of title under applicable local law. The Customer shall support Factor2 Energy in securing equivalent rights. The Customer is obliged to cooperate in all measures necessary to protect the ownership or security interest of Factor2 Energy, particularly in registering such rights in the land register, if legally possible and required. In the event of resale or encumbrance of the property, the retention of title must be disclosed to the purchaser or third party. The Customer hereby assigns all resulting claims to Factor2 Energy in advance.
10. Warranty
Statutory warranty rights apply. Factor2 Energy does not guarantee the achievement of specific economic or technical outcomes unless expressly agreed.
11. Liability
Factor2 Energy is only liable for damages resulting from intentional or grossly negligent conduct. In cases of slight negligence, Factor2 Energy is only liable for breaches of essential contractual obligations (cardinal obligations).
12. Confidentiality and Data Protection
Both parties agree to maintain confidentiality regarding all information obtained during the course of their cooperation. Factor2 Energy processes personal data exclusively in accordance with applicable data protection laws.
13. Final Provisions
Should individual provisions of these GTC be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The law of the Federal Republic of Germany applies. The place of jurisdiction, to the extent legally permissible, is the registered office of Factor2 Energy.