Language · Sprache
 
 

GENERAL conditions of Contract of the Company Fibro Läpple Technology GmbH (hereinafter referred to as “GCC“)

Version: August 2014

Sec. 1 General Information, Scope of Application

(1) The present GCC apply to all our business relations with our customers (hereinafter referred to as “Customers“, jointly referred to as “Contractual Parties“). The GCC apply only if the Customer is a commercial entity (Sec. 14 German Civil Code [BGB]), a corporate body under public law, or a special entity subject to public law.

(2) The GCC apply specifically to contracts regarding the sale and/or delivery of goods and chattels (hereinafter referred to as “Goods”), regardless of whether we produce the Goods ourselves or purchase the Goods from suppliers (Sections 433, 651 BGB), to include contracts for assembly, repairs, and constructions. The respective version of the GCC also applies as a framework agreement for future contracts regarding the sale and/or delivery of Goods, assembly, repairs, and constructions with the same Customer without requiring reference to such in each individual case; we will immediately inform the Customer of any modifications of our GCC.

(3) Our GCC apply exclusively. Deviating, contrary, or supplementary GCC of the Customer shall become a contractual component only if and insofar as we have expressly approved the validity of such. This approval requirement applies in every case, for example even if we fulfill delivery to the ordering party without reservation although we are aware of the ordering party’s general terms and conditions.

(4) Individual agreements reached with the Customer in individual cases (to include ancillary agreements, supplements, and modifications) always have priority over these GCC. A written agreement or respectively our written confirmation is decisive for the content of such agreements.

(5) Legally relevant declarations and notifications, which the Customer shall submit to us after conclusion of the contract (e.g. deadlines, notifications of defects, declaration of withdrawal or reduction), require the written form to be valid. Our installers are not authorized to issue legally binding declarations. In the contracts we will specify persons that are authorized signatories. If this is not the case, then only the executive management or authorized representatives are authorized signatories.

(6) The Goods or individual components thereof may be subject to provisions and limitations under export law. The Customer is solely responsible for compliance with such. We reserve the right to additional export control. For this purpose we are authorized to forward the name and address of buyers, suppliers, and other persons involved in order processing to third parties for security screening. Upon request for proposal, the Customer must furthermore state whether forwarding or resale of the Goods or individual components thereof into a non-EU country is intended. The Customer warrants that the Goods or individual components thereof shall be used only outside of military applications and not in connection with nuclear technology. The Customer shall be liable in case of violations against the above restrictions on use. If new findings regarding the intended use or final destination of the Goods or individual components thereof arise within the course of order processing, the Customer must inform us of such immediately.

(7) References to the validity of statutory regulations shall only have clarifying significance. Therefore, statutory regulations also apply without such a clarification, insofar as they are not directly changed or expressly excluded in these GCC.

Sec. 2 Conclusion of Contract

(1) Our offers are conditional and nonbinding. This also applies if we have supplied the Customer with catalogs, technical documentation (e.g. drawings, plans, calculations, computations, references to DIN standards), samples, cost estimates, other product descriptions, or documents - even in electronic form.

(2) The Customer’s order of Goods is deemed to be a binding offer of contract. Unless otherwise indicated in the order, we are authorized to accept this offer of contract within 3 weeks after our receipt of such.

(3) Unless otherwise agreed, acceptance shall be declared in writing (e.g. the order confirmation). Unless contested, this order confirmation shall be decisive for the content of the contract and the scope of services.

(4) We reserve property rights and copyrights to all catalogs, technical documentation, samples, cost estimates, other product descriptions or documents - even in electronic form - provided to the Customer; they may not be made accessible to third parties.

§ 3 Fristen und Verzug

(1) Delivery deadlines are based on the agreements between the Contractual Parties or respectively indicated by us upon acceptance of the order. The term “delivery deadlines” also includes deadlines for assembly, repair, and construction. Our fulfillment of delivery deadlines is conditional upon all administrative and technical questions being clarified between the Contractual Parties and the Customer’s fulfillment of all its obligations, e.g. providing the required official certificates or approvals and provision of a down payment. If this is not the case, delivery deadlines shall be delayed accordingly. This does not apply if we are responsible for the delay.

(2) Delivery deadlines are deemed to have been fulfilled if the Goods have left our plant upon expiration of the deadline or if we have reported readiness for dispatch. The acceptance date is decisive if acceptance is required except for authorized refusal of acceptance; in the event of a contractually provided test run, the execution of such, or alternatively our reporting of readiness for acceptance is decisive. In the event of additional or supplemental orders issued at a later time, the negotiated delivery deadline is delayed accordingly.

(3) Insofar as we cannot fulfill contractual delivery deadlines for reasons that are not within our scope of responsibility (nonavailability of service), we will immediately inform the Customer of such and simultaneously notify the Customer of a presumable new delivery deadline. If the service is not available within the new delivery deadline, we are authorized to withdraw from the contract either in full or in part; a Customer’s service in return already provided will be returned immediately. Nonavailability of the service in terms of this section specifically means delayed self-delivery by our suppliers if we have concluded a congruent coverage transaction, if neither we nor our supplier are responsible, or if we have no procuration obligation in the individual case.

(4) Compensation for delay can be required only if the Customer has granted us an appropriate grace period of at least 2 calendar weeks in writing after occurrence of the delay and default continues after expiration of the grace period. Insofar as the default is the consequence of gross negligence on our part, compensation for default may be demanded immediately after occurrence of the default.

(5) The Customer’s rights pursuant to Section 8 of these GCC and our statutory rights specifically in case of exclusion of our obligation to perform (e.g. due to impossibility or unreasonableness of delivery and/or supplementary performance) are excluded.

Sec. 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be ex works. Our plant is also the place of fulfillment. Upon the Customer’s request and at the Customer’s costs, the Goods may also be shipped to a different destination (sales shipment [Versendungskauf]). Unless otherwise agreed upon, we are authorized to determine the type of dispatch (specifically transport company, dispatch route, packaging).

(2) The risk of accidental loss and accidental deterioration of the Goods is transferred to the Customer at the latest upon transfer of the Goods. In case of a sales shipment, however, risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay is transferred already upon delivery of the Goods to the forwarder, the freighter, or the person or institution otherwise responsible for execution of the dispatch, even in case of partial deliveries or if we have accepted other services, e.g. shipping costs or delivery and installation. Partial deliveries are permissible insofar as reasonable for the Customer. If acceptance has been negotiated, acceptance is decisive for transfer of risk. In this case, acceptance must be performed immediately on the acceptance date, or alternatively after our notification of readiness for acceptance. For the rest, statutory provisions of the law applicable to contracts for work and services also apply accordingly to negotiated acceptance. In case of installations or respectively repairs, our liability for discernible defects is void upon acceptance, insofar as the Customer did not reserve the right to assert a specific defect. Transfer or respectively acceptance is deemed to have taken place in case of default of acceptance.

(3) In the event that the Customer defaults on acceptance, fails to act in cooperation, or if our delivery is delayed for reasons that are within the Customer’s scope of responsibility, we are authorized to demand compensation for the damages resulting therefrom, to include additional expenses (e.g. storage costs). For this purpose, we are specifying a lump sum compensation, at our discretion, which can be verified by the court. We are authorized to commission third parties for storage, to include transport to the storage location. Verification of higher damages and our statutory rights (specifically reimbursement of additional expenses, reasonable compensation, cancellation) remain unaffected; however, the lump sum must be credited toward further monetary claims. The Customer is authorized to prove that we did not incur damages or incurred only significantly lesser damages than the stated lump sum.

(4) In regard to assembly, the Customer, upon request of our installers, must use work reports to acknowledge services provided at least weekly, however, no later than after completion of assembly work. If the Customer refuses to acknowledge assembly work on work reports, we are authorized to suspend further work due to the Customer until acknowledgment of provided work. Proof of performance and signed performance records by the Customer serve as a basis for accounting.

Sec. 5 Prices and Payment Terms

1) Unless otherwise negotiated in each individual case, our respective current prices upon conclusion of the contract, plus statutory value-added tax, apply. We will transmit these to the Customer immediately and free of charge, upon request in text form, if such are not enclosed.

(a) Unless otherwise negotiated, the prices for deliveries are ex works, to include loading at our plant, excluding packaging and unloading. Unless otherwise negotiated, payment is due without deductions to our account, namely:
(aa) 1/3 down payment after receipt of the order confirmation,
(bb) 1/3 as soon as the Customer has been notified that the main components are ready for dispatch,
(cc) the remainder within one month after transfer of risk.

(b) Prices for assembly work:
(aa) Unless a lump sum has been expressly negotiated, assembly work will generally be invoiced based on time and other expenses at the rates for assembly work applicable upon placement of the order. The actual required quantity of materials necessary for assembly will be invoiced at the prices applicable at the time of execution of the assembly work.
(bb) We are authorized to request weekly or monthly installment payments commensurate with the progress of assembly. If, at the Customer‘s request, assembly is interrupted for a considerable period of time, we are authorized to invoice the assembly services provided until such time based on our applicable rates for assembly services, however - if a lump sum has been negotiated - not to exceed the order value.

(c) Prices for repair work:
(aa) Insofar as possible, the Customer will be informed of the presumable repair price upon conclusion of the contract, or otherwise the Customer is authorized to set cost ceilings. If the repair cannot be executed at these costs or if during the repair we find that additional work is required, the Customer‘s approval must be obtained if stated costs are exceeded by more than 15%.
(bb) If a cost estimate with binding prices is desired prior to execution of the repair, the Customer must expressly request such. Unless otherwise negotiated, such cost estimate is binding only if it is issued in writing and must be compensated. The services provided for submission of the cost estimate shall not be invoiced to the Customer if such can be utilized during the execution of the repair.
(cc) We are authorized to request reasonable prepayment upon conclusion of the contract. Prices for parts, material, and special services used as well as labor, travel, and transport costs must be listed separately in the invoice for repairs. If repairs are executed based on a binding cost estimate, reference to the cost estimates suffices, whereas only deviations to the scope of services must be listed separately. Invoice corrections and Customer complaints must be asserted in writing no later than 4 weeks after receipt of the invoice.

(2) In the event of a sales shipment (Sec. 4 (1)), the Customer shall bear transport costs ex works as well as the costs of transport insurance possibly desired by the Customer. Unless we invoice actual incurred transport costs in each individual case, lump sum transportation costs (excluding transportation insurance) according to the prices applicable at the time of conclusion of the contract are deemed to be agreed upon. The Customer bears possible customs duties, fees, taxes, and other public charges. We will not take back transportation and all other packaging pursuant to the German Packaging Ordinance; such will become the Customer‘s property; pallets are excluded.

(3) Unless the Contractual Parties have reached an agreement to the contrary or respectively unless otherwise stipulated in Sec. 5 (1) or (2) of this contract, the price for the Goods becomes due and payable within 14 days of the invoice date. However, we are authorized to demand a down payment in the amount of one third of the price of the Goods, also within the scope of assembly and repair work. The down payment shall be due and payable within 14 days of the invoice date.

(4) The Customer defaults upon expiration of the payment deadline. The negotiated price of the Goods shall bear interest during the default period at the respective applicable, statutory default interest rate. We are entitled to commercial maturity interest vis-a-vis commercial entities (Sec. 353 German Commercial Code [HGB]).

(5) The Customer is entitled to offset rights and retention rights only insofar as its claim is legally ascertained or undisputed. The Customer‘s opposing rights, specifically pursuant to Sec. 7 (7) clause 2 of these GCC remain unaffected in case of defects of the Goods.

(6) If we become aware of circumstances giving rise to a significant deterioration or significant risk of the Customer‘s assets that give rise to justified doubts regarding the contractual fulfillment of the Customer‘s contractual obligations, e.g. petition to open insolvency proceedings or unauthorized payment default of more than 4 weeks, we are authorized to refuse the service incumbent upon us until the Customer effects consideration in return or security for such services and – if necessary conditional upon a grace period - we are authorized to withdraw from the contract. In case of contracts for the manufacture of specific items (custom manufacturing) we are authorized to declare our withdrawal immediately; statutory regulations regarding the dispensability of a grace period remain unaffected. In the event that the Customer does not effect consideration in return or a security within a reasonable grace period granted to the Customer, we are authorized to withdraw from the contract or cancel it. The same applies if our service has been performed either in full or in part.

Sec. 6 Retention of Title

(1) We reserve ownership of sold Goods until full payment of all of our current and future receivables arising from the agreement and a continuous business relation (secured receivables).

(2) The Goods subject to retention of title may not be pledged to third parties nor assigned for security purposes prior to full payment of the secured receivables. In the event and to the extent that third parties access the Goods belonging to us, the Customer must immediately inform us of such in writing so that we can assert our property rights. Insofar as third parties are unable to reimburse us for judicial or extrajudicial costs incurred in this regard, the Customer is liable for such.

(3) The Customer must handle conditional goods with care and, in case of storage, specifically must observe our storage instructions. The Customer must, at its own cost, obtain sufficient insurance coverage at replacement value for the conditional goods against theft, breakage, fire, water, and other damages. Insofar as the Customer did not verifiably obtain insurance coverage, we are authorized to insure the Goods at our cost. The Customer must execute possibly required maintenance and inspection work in a timely manner and at its own costs.

(4) If the Customer acts in violation of the contract, specifically in case of nonpayment of the price of the Goods due, we are authorized to withdraw from the contract pursuant to statutory provisions and to demand return of the Goods based on retention of title and right to withdraw. The Customer shall be responsible for transportation costs incurred in connection with a return of the Goods. In the event that the Customer should not pay the price of the Goods due, we are authorized to assert these rights only if we have first granted the Customer an appropriate grace period for payment, which has expired unsuccessfully, or if such a grace period is dispensable pursuant to statutory provisions.

(5) The Customer is authorized to resell and/or process the Goods subject to retention of title within its proper course of business. The following rules apply in this case.

(a) Retention of title covers the full value of products created by processing, amalgamation, or combination with our Goods and we are deemed to be the producer. If third parties’ retention of title continues to be valid within the scope of processing, amalgamation, or combination with third-party goods, we acquire coownership in proportion to the invoice values of the processed, amalgamated, or combined goods. For the rest, the same applies to the created product as for conditional goods.

(b) The Customer herewith already assigns to us as security the total amount of any receivables against third parties arising from the resale of Goods or the product or respectively in the amount of our possible coownership share pursuant to the above paragraph. We accept such assignment. The Customer‘s obligations stated in (2) also apply in consideration of assigned claims.

(c) The Customer also remains authorized to collect receivables. We are obligated to not collect receivables as long as the Customer fulfills its payment obligations vis-à-vis us, does not default on payment, does not file for insolvency proceedings, and no other defect in its performance exists. However, if this is the case, we are authorized to request that the Customer informs us of the assigned receivables and of the corresponding debtors, provides all information required for collection, hands over the associated documents, and informs the debtor (third party) of the assignment.

(d) Insofar as the realizable value of securities exceeds our receivables by more than 10%, we will release securities upon the Customer’s request.

Sec. 7 Customer’s Warranty Claims

(1) Unless otherwise negotiated below, statutory provisions apply to the Customer‘s rights in terms of defects of title and quality (to include wrong delivery and short delivery as well as improper assembly or defective assembly instructions). In any case, the statutory special provisions upon final delivery of the Goods to a consumer remain unaffected (suppliers’ recourse pursuant to sections 478, 479 BGB).

(2) Our warranty for defects is chiefly based on the agreement regarding the condition of the Goods. The product descriptions (also of the manufacturer) designated as such are deemed to constitute an agreement regarding the condition of Goods, which has been given to the Customer prior to the order or has been included in the contract in the same manner as these GCC. We are not liable if the defect is insignificant in regard to the Customer‘s interests or is based on a circumstance that is within the Customer‘s scope of responsibility. This applies specifically in regard to parts provided by the Customer.

(3) If the condition of the Goods has not been negotiated, the possible existence of a defect is based on statutory regulations (Sec. 434 (1) Sentence 2 and 3 BGB). We are not liable for public statements by the manufacturer or other third parties (e.g. advertisement claims).

(4) The Customer’s warranty claims are conditional upon the Customer’s fulfillment of its statutory obligation to inspect and give notice of defects (Sec. 377, 381 HGB). The Customer must perform a detailed inspection of the Goods immediately after delivery. The obligation to inspect also includes the random sample inspection of delivered Goods for suitability for the intended use, e.g. the performance of stress tests, insofar as such is objectively and economically reasonable for the Customer. If a defect is found during the inspection or at a later time, we must be informed of such immediately in writing. The notification is deemed to be immediate if it is made within two weeks after delivery, whereas the timely dispatch of the notification suffices. Regardless of this obligation to inspect and give notice of defects, the Customer is obligated to report obvious defects (to include wrong delivery and short delivery) in writing within two weeks after delivery, whereas the timely dispatch of the notification also suffices for compliance. If the Customer fails to perform a proper inspection and/or notification of defects, we are not liable for any defects not reported. If we fraudulently concealed the defect, we cannot assert this regulation.

(5) At our express request, a defect report must be created upon acceptance of the service, which shall include all defects in regard to which the Customer reserves the right to assertion. The defect report must be signed by authorized signatories of both Contractual Parties.

(6) If the Goods have defects, the Customer is authorized to request supplementary performance, at its choice either removal of the defect (rework) or delivery of a faultless item (replacement delivery). If the Customer does not declare a choice between these two options, we are authorized to grant appropriate notice to do so. If the Customer does not make a choice within such grace period, the right to choose is transferred to us upon expiration of the grace period.

(7) We are authorized to make the owed supplementary performance conditional upon the Customer’s payment of the price of the Goods due. The Customer is, however, authorized to retain a portion of the price of the Goods that is adequate in regard to the defect.

(8) Insofar as the complaint is found to be justified, we shall bear the direct costs for the removal of the defect, rework, or respectively replacement delivery to include dispatch; in case of repairs and assembly this applies only if we are not unreasonably burdened by such. The Customer is obligated to grant us sufficient time and opportunity to perform the owed supplementary performance, specifically to hand over the defective Goods for inspection purposes; otherwise, we are exempt from any liability for consequences. In the event of replacement delivery, the Customer is obligated to return the defective Goods to us pursuant to statutory provisions. We shall also bear the costs of removal and installation as well as the costs of a possibly required provision of necessary installers and workers, to include travel costs, insofar as we are not unreasonably burdened by such. Replaced parts shall become our property.

(9) In urgent cases, e.g. in case of endangerment of operational safety and to avoid unreasonable damages, the Customer is authorized to remove the defect itself and to demand from us replacement of the expenses objectively required for this. We must be informed of such self-performance immediately and if possible in advance. The right to self-performance is void if we would have been authorized to refuse corresponding supplementary performance pursuant to statutory provisions.

(10) In the event that supplemental performance was unsuccessful or a grace period for supplemental performance to be granted by the Customer has expired unsuccessfully or is dispensable pursuant to statutory provisions, the Customer is authorized to withdraw from the contract or to reduce the price of the Goods. The right to withdraw is void in case of insignificant defects.

(11) We shall not be liable specifically in cases of unsuitable or inappropriate use, faulty assembly or start-up operation by the Customer or third parties, as well as for natural wear, faulty or negligent handling, improper maintenance, improper operating resources, faulty construction work, unsuitable building ground, and chemical, electrochemical, or electrical influences, unless such are within our scope of responsibility. We are not liable for consequences arising from improper rework performed by the Customer or a third party. The same applies for any modifications of the Goods performed without our prior approval.

(12) If the utilization of the Goods results in a violation of industrial property rights or copyrights, we will, at our cost, procure the Customer’s right for continued use or will modify the Goods – insofar as is reasonable for the Customer – in such a manner that the industrial property right is no longer violated. If this is not possible at an economically reasonable price or within a reasonable time, the Customer is authorized to withdraw from the contract. Subject to the stated conditions, we are also entitled to withdraw from the contract. Furthermore, we will exempt the Customer from undisputed or legally ascertained claims of the affected owners of the industrial property rights. Our obligations pursuant to this paragraph apply only if

a) the Customer informs us immediately of claimed violations of industrial property rights or copyrights,
b) the Customer supports us to a reasonable extent in the defense against the claimed violations or respectively gives us opportunity to executive modifications,
c) we can reserve the right to all defensive measures, to include extrajudicial regulations,
d) the deficiency in title is not based on instructions given by the Customer, and
e) the violation was not caused by the Customer’s unauthorized modification of the Goods or the Customer did not use the Goods contrary to contract.

(13) If, in case of assembly, an assembly component delivered by us is damaged due to our fault or, in case of repair, parts of the object ceded to us for repair (hereinafter referred to as “object of repair“) is damaged due to our fault, we shall be obligated to repair, replace or re-deliver the object of repair or the assembly component at our choice and at our cost.

(14) In case of repairs and in case of slight negligence and gross negligence of non-executive employees, the costs to be incurred for such are limited to the contractual price for repairs.

(15) The Customer’s claims for damages or respectively replacement of expenses incurred in vain is valid only pursuant to Sec. 8 and are otherwise excluded.

Sec. 8 Liability

(1) Unless otherwise set forth in these the GCC, to include the following provisions, we are liable in case of infringement of contractual or noncontractual obligations pursuant to pertinent statutory provisions.

(2) The Customer is solely responsible for plans, documents, drawings, samples, and similar items, insofar as such are to be provided by the Customer. The Customer is specifically liable for the fact that the documents submitted by it or the execution of such does not infringe on third-party rights. Vis-à-vis the Customer we are specifically not obligated to review whether submission of a proposal based on drawings submitted by the Customer infringes third-party rights in the event of an execution. In the event that a liability arises, the Customer is obligated to indemnify us from possible claims.

(3) In case of production pursuant to Customer drawings and regardless of other limitations of warranty or liability, we are liable only for execution according to drawings.

(4) Regardless of the legal cause we are liable for compensation for damages only in case of intent or gross negligence. In case of simple negligence we are liable only for

a) damages arising from the violation of life, body, or health,
b) damages arising from the violation of a significant contractual obligation (obligations the fulfillment of which ultimately allow the proper execution of this contract and compliance with which the contractual partner commonly trusts and may trust in); in this case, however, our liability is limited to the foreseeable, typically occurring damage.

(5) The liability limitations arising from para. (4) do not apply insofar as we have fraudulently concealed a defect or guaranteed the condition of the Goods. The same applies to the Customer’s rights pursuant to the Product Liability Act.

(6) The Customer is authorized to withdraw from or cancel the contract for a violation of an obligation that is not attributable to a defect only if the violation of an obligation is within our scope of responsibility. The Customer’s free cancellation right (specifically in regard to Section 651, 659 BGB) is excluded. For the rest, the statutory conditions and legal consequences apply.

(7) In the event that damages arise or if the Goods have defects due to the Customer’s faulty provisions, the Customer shall indemnify us from possible claims unless we are at fault pursuant to Sec. 8 (4) and (5).

Sec. 9 Utilization of Software

(1) Insofar as the scope of delivery includes software, the Customer is granted a non-exclusive right to utilize the software as well as its documentation. It is ceded for use with the Goods intended for this purpose. The utilization of the software on more than one system is prohibited.

(2) The Customer shall reproduce, revise, translate, or change object code into source code of the software only to the legally permissible extent (Sec. 69 a et seqq. German Copyright Law [UrhG]). The Customer is obligated not to remove manufacturer’s information, specifically copyright notices, without our prior express approval.

(3) All other rights to the software and documentation, to include copies, shall remain with us or with the software supplier. Granting sublicenses is not permitted.

Sec. 10 Cooperation, Technical Assistance, and Customer’s Replacement Performance in case of Assembly and Repairs outside of our Plant

(1) The Customer is obligated to support our staff in the execution of assembly or repairs at its own cost. The Customer is obligated to take special measures required for the protection of people and objects at the location of installation or repair. The Customer is also obligated to inform our assembly or repair specialist of existing, special safety requirements, insofar as such are of significance for our staff. The Customer shall inform us if our staff violates such safety requirements. In case of severe violations, the Customer is authorized to refuse the assembly or repair specialist’s access to the assembly or repair location.

(2) The Customer is obligated to provide technical assistance at its own cost, specifically:

a) To provide the required number of necessary, suitable laborers (masons, carpenters, metalworkers, other specialists, unskilled workers) for the assembly or repair, and for the required time; the workers shall follow the instructions of our assembly or repair specialist. We are not liable for workers. If defects or damages are caused by workers due to the instruction by our assembly or repair specialist, Sec. 7 and 9 apply.
b) To execute all excavation, construction, foundation, and scaffolding work, including provision of required material.
c) To provide the required equipment and heavy tools (e.g. lifts, compressors) as well as the required articles of daily use and materials (e.g. assembly wood, wedges, supports, cement, cleaners and sealants, lubricants, fuel, drive ropes and belts).
d) To provide heating, illumination, operating power, water, to include the required connections.
e) To provide the necessary dry, lockable rooms to store our staff’s tools.
f) To transport the assembly or repair parts to the assembly or repair location, to protect the assembly or repair location and materials from harmful influences of any kind, to clean the assembly or repair location.
g) To provide suitable, theft-proof social areas and workspaces (including heating, illumination, washing and sanitary facilities) and first aid for our staff.
h) To provide materials and to implement all other activities required to adjust the object to be assembled or installed and to perform a contractually negotiated test run.

(3) The Customer’s technical assistance must guarantee that the assembly or repair can be started immediately after arrival of our staff and without delay, until acceptance by the Customer. Insofar as special plans or instructions are required, the Customer shall provide such to our staff in a timely manner.

(4) In the event that the Customer does not fulfill its obligations, we are – after granting a notice period – authorized but not obligated to execute the activities incumbent upon the Customer in the Customer’s place and at the Customer’s cost. For the rest, our statutory rights and claims remain unaffected.

(5) If, without any fault on our part, equipment or tools provided by us are damaged at the assembly location or if the equipment or tools provided by us in case of repair work are damaged at the repair location or are lost at the assembly or repair location without any fault on our part, the Customer is obligated to compensate these damages if the Customer is responsible for the damages. Damages based on normal wear are disregarded.

Sec. 11 Special Regulations for Repairs (Non-Executable Repair, Repair at our Plant, Reservation of Title, Industrial Property Rights)

(1) The services provided for submission of a cost estimate as well as further incurred expenses to be verified (error search time equal to work time) shall be invoiced to the Customer if repair cannot be executed for reasons that are not within our scope of responsibility, specifically because

a) the claimed error did not occur during the inspection,
b) replacement parts cannot be obtained,
c) the Customer culpably missed the negotiated deadline,
d) the contract was cancelled during execution.

The object of repair must be returned to the original condition only upon the Customer’s express request and against reimbursement of costs, unless the performed work was not required.

(2) Unless otherwise agreed upon in writing and upon the Customer’s request, haulage of the object of repair – to include possible packaging and loading – shall be at the Customer’s costs or otherwise the object of repair is delivered to us by the Customer at the Customer’s costs and then picked up at our location from the Customer after execution of the repair. The Customer bears transport risk. Upon the Customer’s request and at the Customer’s cost, delivery and possible return delivery shall be insured against insurable transportation damages, e.g. theft, breakage, fire. Insurance coverage generally does not exist during the repair in our plant. The Customer shall maintain the existing insurance coverage for the object of repair, e.g. fire, tap water, storm, and machinery breakage insurance. Insurance coverage for these risks can be obtained only upon the Customer’s express request and at the Customer’s costs. In case of Customer’s delayed takeover, we are authorized to charge storage fees for storage at our plant. The object of repair may also be stored elsewhere at our discretion. Cost and risk of storage shall be borne by Customer.

(3) We retain title to all utilized accessories, replacement parts, and exchange elements until receipt of all payments arising from the contract. Further security agreements may be negotiated. In case of claims arising from the contract, we are entitled to liens to the Customer’s object of repair in our possession according to the contract. The liens may also be asserted for claims arising from work performed, replacement parts deliveries, and other services provided at an earlier time, insofar as such are connected to the object of repair. The lien applies to other claims arising from the business relation only insofar as such are legally ascertained or undisputed.

(4) If the object of repair was not delivered by us, the Customer must inform us of existing industrial property rights in regard to the object of repair; if we are not at fault, the Customer shall indemnify us from possible third party claims arising from industrial property rights.

Sec. 12 Statute of Limitations

1) Deviating from Sec. 438 (1) No. 3 BGB or respectively Sec. 634a (1) No. 3 BGB, the general statute of limitations for claims arising from material defects and defects of title is one year as of delivery. Insofar as acceptance has been agreed upon, the statute of limitations commences upon acceptance.

(2) If the Goods, however, are a building or an object which, according to its common manner of use, has been used for a building and has caused its faultiness (construction material), the statute of limitations pursuant to statutory provisions is 5 years as of delivery (Sec. 438 (1) No. 2 BGB or respectively Sec. 634a (1) No. 2 BGB). The statutory special provisions for third party claims for return (Sec. 438 (1) No. 1 BGB), in case of fraud (Sec. 438 (3) BGB or respectively Sec. 634a (3) BGB) and claims for supplier recourse (Sec. 479 BGB) also remain unaffected.

(3) The above-stated statutes of limitations of the Law on the Sale of Goods or the Law on Contracts for Work and Services also apply to the Customer’s contractual and non-contractual claims for compensation based on a defect of Goods, unless applicability of the regular, statutory statute of limitations (Sec. 195, 199 BGB) would in the individual case result in a shorter statute of limitations. The statutes of limitation under the Product Liability Act remain unaffected in any case. For the rest, only the statutory statutes of limitation apply to the Customer’s claims for compensation pursuant to Sec. 8.

Sec. 13 Choice of Law and Place of Jurisdiction

(1) In terms of a choice of law pursuant to para. 3 para. 1 Rome I Ordinance, the contractual and non-contractual relations between us and the Customer and specifically these GCC are subject to the Law of the Federal Republic of Germany excluding the CISG United Nations Convention on Contracts for International Sale of Goods of 11 April 1980. Conditions and effects of the retention of title pursuant to Sec. 6 are subject to the law at the respective location of the Goods if the choice of law to the benefit of German Law should be impermissible or invalid

(2) Our registered office is the exclusive – and international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relation. However, we are authorized to file suit at the Customer’s general place of jurisdiction

Sec. 14 Severability Clause

(1) In the event that individual or several provisions of these GCC should be or become invalid or unenforceable, or in the event that these GCC contain one or several gaps, this does not affect the validity of the remaining provisions.

(2) The Contractual Parties shall mutually agree on a permissible provision that comes closest to the economic intent of the invalid or unenforceable provision.

(3) A provision shall take the place of the provision containing gaps, which the Contractual Parties would have agreed upon in light of their economic intent had they recognized this gap.