SAGEM Group
Engineering, Industrialization, and Production Services (B2B)
These General Terms and Conditions (“GTC”) apply to all contracts for engineering, consulting, project management, factory planning, industrialization, and other technical services between SAGEM Group (hereinafter “Contractor”) and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter “Client”).
These GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract, even if not expressly rejected.
These GTC shall also apply to all future business relationships without the need for renewed explicit agreement.
SAGEM Group independently provides project management, coordination, and management services within the scope of the respective project.
Technical planning, engineering, or manufacturing services shall – unless expressly agreed otherwise – be performed by independent engineers or project partners.
Where services are performed by third parties, the respective contract shall be concluded directly between the Client and the respective engineer.
SAGEM Group does not assume any warranty for the professional execution of services performed by third parties unless explicitly agreed as its own service.
Joint and several liability of SAGEM Group together with the respective engineer or project partner is excluded unless expressly agreed otherwise.
Offers of the Contractor are non-binding unless expressly marked as binding.
A contract is only concluded upon written order confirmation or commencement of service provision.
In case of contradictions, the following order of precedence applies:
The specific scope of services is defined in the respective contract.
Unless expressly agreed as a work contract, the Contractor owes the provision of professional services, but not a specific economic success.
The project may be divided into phases (e.g., concept phase, planning phase, implementation phase, ramp-up phase).
Changes to the scope of services require a written change order. The Contractor is entitled to request adjustments to the schedule and remuneration.
The Contractor is entitled to engage qualified subcontractors.
The Client shall provide all information, documents, specifications, approvals, and access necessary for the execution of the project in a timely and complete manner.
Delays caused by missing or incorrect cooperation shall reasonably extend agreed deadlines.
The Client is responsible for the accuracy of its technical specifications.
Additional costs arising from incomplete or incorrect information may be invoiced separately by the Contractor.
The prices agreed in the contract shall apply.
Unless otherwise agreed, billing shall be based on time and effort.
Invoices are payable within 14 days from the invoice date without deduction.
In case of default in payment, statutory default interest pursuant to Section 288 (2) BGB shall apply.
The Client may only offset claims that are undisputed or legally established.
Acceptance shall only take place if a work contract has been expressly agreed.
If acceptance is agreed, it shall take place after written notification of completion.
Acceptance shall be deemed granted if the Client does not report significant defects in writing within 14 days.
Minor defects do not entitle the Client to refuse acceptance.
Upon acceptance, the risk passes to the Client.
For its own services in the area of project management and coordination, SAGEM Group shall be liable in accordance with statutory provisions unless otherwise stipulated in these GTC.
For technical services performed by independent engineers or project partners, warranty claims shall exist exclusively against the respective service provider.
SAGEM Group shall not be liable for planning, calculation, or execution errors of third parties unless there is proven fault in selection or supervision.
The Contractor shall be liable without limitation in cases of intent and gross negligence.
In cases of slight negligence, the Contractor shall only be liable for breaches of essential contractual obligations.
In such cases, liability shall be limited to the typical, foreseeable damage.
Total liability per project shall be limited to 100% of the respective project value, except in cases of intent or gross negligence.
Overall liability shall be limited to a maximum of 100% of the remuneration paid in the respective contract year.
Liability for loss of profit, production downtime, indirect damages, or consequential damages is excluded.
Liability under the Product Liability Act and for personal injury remains unaffected.
Liability of SAGEM Group for services provided by third parties is limited to cases of proven fault in selection, organization, or supervision.
The Contractor maintains adequate professional liability insurance with coverage appropriate to the typical risks of the agreed services.
Upon request, the Contractor shall provide proof of such insurance.
This does not establish any liability beyond what is set out in Section 9.
All concepts, layouts, technical drawings, calculations, CAD data, process parameters, methods, training materials, and other work results remain the intellectual property of the Contractor unless otherwise agreed in writing.
Upon full payment, the Client receives a non-transferable, non-exclusive right of use for project-specific deliverables for internal business purposes.
Any transfer to third parties or use beyond the agreed purpose requires prior written consent.
General know-how, experience, methods, and improvements remain with the Contractor.
Reverse engineering or disclosure of trade secrets is prohibited.
Both parties shall treat all non-public information as strictly confidential.
This obligation remains valid for five years after contract termination.
Exceptions apply to publicly known information, lawfully obtained information, or legally required disclosures.
In case of breach, the responsible party is liable for damages.
The Client agrees to comply with all applicable laws, including export control, sanctions, and anti-corruption regulations.
The Contractor may suspend services if legal restrictions apply.
Neither party is liable for delays due to force majeure such as natural disasters, war, strikes, pandemics, or supply chain disruptions.
If such events last longer than 90 days, both parties may terminate the contract.
Contracts end upon completion of services.
Ongoing agreements may be terminated with 30 days’ notice.
In case of early termination, services rendered must be paid.
For international clients, disputes are settled under ICC arbitration in Frankfurt, in English.
For German clients, jurisdiction is at the registered office of SAGEM GmbH.
German law applies, excluding CISG.
Amendments must be in text form.
Rights may not be assigned without consent.
If any provision is invalid, the rest remain valid.