GENERAL TERMS AND CONDITIONS OF THE MAE Maschinen- und Apparatebau Götzen GmbH, Erkrath

Part 1

GENERAL CONDITIONS FOR THE DELIVERY OF GOODS

PREAMBLE

These General Terms and Conditions apply exclusively. We do not recognize any deviating terms and conditions of purchase of the customer unless we have expressly agreed to their validity in writing. These General Terms and Conditions shall also apply if we execute a delivery without reservation in the knowledge of deviating terms and conditions of purchase of the customer. The GTC formulated herein shall also apply to all future transactions between the parties. The retention of title pursuant to Clauses 22,23 shall also apply in its simple, extended and prolonged form if it is excluded in the general terms and conditions of our contractual partners. Verbal collateral agreements, before or at the conclusion of the contract, do not exist.

The Supplier’s offer shall remain open unless otherwise stated in the order confirmation or expressly stated otherwise in writing. A contract shall only be concluded if an order has been confirmed in writing or the order is executed.

DEFINITIONS
As used in these General Conditions, the following terms shall be construed as follows: “Contract” means the agreement in writing between the parties to provide the Work and all appendices, including any agreed additions and supplements to the aforementioned documents. “

“Gross Negligence” describes an act or omission in which the relevant party either failed to exercise due care with respect to the occurrence of serious consequences that a responsible contracting party would normally have foreseen, or in which the relevant party knowingly disregarded the consequences of such act or omission. “In writing” means by signed original writing signed facsimile or by email or other form agreed upon by the parties in the foregoing form. “Deliverable” includes any machine, accessories, and all other materials and things to be furnished by Supplier under the Contract.

PRODUCT INFORMATION
The data and information contained in general product documentation and price lists – available in electronic or other form – shall only be binding to the extent that the contract expressly refers to them.

DRAWINGS AND DESCRIPTIONS
If one party provides the other party with drawings, technical documents, etc. If one party provides the other party with drawings, technical documents and similar information of a tangible and intangible nature – including in electronic form – relating to the delivery item or its manufacture before or after conclusion of the contract, these shall remain the property of the party submitting them.
If a party receives drawings, technical documents or other technical information, it may not use them for a purpose other than that for which they were supplied without the consent of the other party. They may not be used for other purposes, copied, reproduced, handed over to third parties or disclosed without the written consent of the submitting party. This does not include information that is already publicly known at the time of its publication.

This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

ACCEPTANCE TESTS
Unless otherwise agreed, acceptance tests agreed in the contract shall be carried out at the place of manufacture during normal working hours. Contains the

If the contract does not contain provisions on technical details, the tests shall be governed by the general practice of the industry concerned in the country of manufacture.
The Supplier shall notify the Purchaser in writing of the acceptance test in sufficient time for the Purchaser to be represented at the tests. If the Purchaser is not represented despite timely notification, the Supplier shall provide him with an inspection report, the correctness of which he may no longer dispute.
If the delivery item proves to be contrary to the contract during the acceptance tests, the Supplier shall immediately remedy any defect in order to restore the delivery item to its contractual condition. The Purchaser may demand a repetition of the tests only in cases of substantial defects.
The Supplier shall bear all costs for the acceptance tests carried out at the place of manufacture. However, the Purchaser shall bear all travel and living expenses incurred in connection with the tests for its representatives.

DELIVERY, TRANSFER OF RISK
The agreed delivery clauses shall, if necessary, be interpreted in accordance with the INCOTERMS in force at the time of conclusion of the contract. In the absence of a special delivery clause in the contract, the delivery item shall be deemed delivered “ex works” (EXW).

The risk shall pass to the Purchaser when the delivery item has left the factory, even if partial deliveries are made or the Supplier has assumed other services, e.g. shipping costs or delivery and installation. Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Supplier’s notification of readiness for acceptance. The Purchaser may not refuse acceptance in the event of a non-substantial defect. If shipment or acceptance is delayed or does not take place due to circumstances not attributable to the Supplier, the risk shall pass to the Purchaser on the date of notification of readiness for shipment or acceptance. The Supplier undertakes to take out, at the Purchaser’s expense, such insurances as the Purchaser may require.

Delivered items, even if they have insignificant defects, are to be returned to us by the purchaser without prejudice to the rights pursuant to §§ 3 and 4 of the German Civil Code. to receive the numbers 24-39.

Partial deliveries are permissible insofar as they are reasonable for the customer and will be invoiced in partial invoices.

DELIVERY PERIOD, DELAYS
If, instead of a fixed delivery date, the parties have agreed on a period of time after the expiry of which delivery is to take place, the delivery period shall commence when all commercial and technical questions between the contracting parties have been clarified, the customer has made the down payment owed and has performed any acts of cooperation incumbent upon it (e.g. provision of official approvals).
If the Supplier can foresee that the delivery item will not be delivered within the delivery period, it shall notify the Purchaser thereof in writing without undue delay, inform the Purchaser of the reasons therefor and, if possible, state the expected delivery date.
If delivery is delayed due to a circumstance listed in Clause 41 or due to an act or omission of the Purchaser, which also includes the discontinuation of performance pursuant to Clause 21 and Clause 44, an extension of the delivery period shall be granted which is reasonable under the circumstances. This provision shall apply regardless of whether the reason for the delay occurs before or after the agreed delivery period.
If the delivery item is not delivered on the delivery date (as stipulated in Clause 11 and Clause 13), the Purchaser shall be entitled to payment of a lump-sum

Compensation for damages. This claim arises three weeks after the date on which the delivery should have been made. Liquidated damages are set at 0.5% of the purchase price for each full week of delay after the claim arose. The liquidated damages cannot exceed 3% of the purchase price. If only a part of the delivery is delayed, the liquidated damages shall be determined on the basis of the purchase price corresponding to the part of the delivery item which cannot be put to the intended use due to the delay. The liquidated damages shall become due and payable upon written claim by the Purchaser, but not before the total delivery has been completed or the contract has been terminated in accordance with Clause 16.
If the Purchaser is entitled to claim the maximum amount of liquidated damages under Clause 14 due to the length of the delay and if the Product has not yet been delivered, the Purchaser may set the Supplier a final reasonable time in writing for delivery of at least two weeks. If the Supplier fails to deliver within such final period for any reason for which the Supplier is responsible, the Purchaser may by notice in writing to the Supplier terminate the Contract in respect of such part of the Product as cannot be used as intended by the parties because of the Supplier’s delay. If the Purchaser withdraws from the contract, the Purchaser shall be entitled to compensation for the damage suffered by it as a result of the Supplier’s delay. The total amount of compensation, including liquidated damages under Clause 14, shall not exceed 7.5 per cent of the partial purchase price corresponding to the part of the Product in respect of which the Purchaser has withdrawn from the Contract. The Purchaser shall further be entitled to terminate the Contract by notice in writing to the Seller if it is clear from the circumstances that the delivery will be delayed for a period which would entitle the Purchaser to the maximum liquidated damages under Clause 14.

The Purchaser may only withdraw from the entire contract if it proves that it has no interest in the performance of the entire contract without the affected partial delivery, in particular that a subsequent performance of the partial delivery by the Supplier or a third party cannot restore this interest even with adverse effects.
In the event of non-delivery by the Supplier, the Purchaser shall not be entitled to assert any further claims against the Supplier beyond the liquidated damages under Clause 14 and the rescission of the contract with limited compensation under Clause 15. All other claims against the Supplier in respect of delay shall be excluded, except in the case of culpable breach of fundamental contractual obligations, intent or gross negligence pursuant to Clause 16 on the part of the Supplier or injury to life, body or health. For the purposes of these General Terms and Conditions, gross negligence shall mean an act or omission in which the Supplier either failed to exercise due care with regard to the occurrence of serious consequences which a responsible Supplier would normally have foreseen, or in which the Supplier deliberately disregarded the consequences of such act or omission.
If the Purchaser can foresee that it will be impossible for it to accept the delivery item on the delivery date, it shall notify the Supplier thereof in writing without undue delay, inform it of the reason therefor and, if possible, state the date on which it can accept the delivery. If the Purchaser does not accept delivery on the delivery date, it shall nevertheless pay that part of the purchase price due on delivery as if delivery had taken place. The Supplier shall arrange for the storage of the delivery item at the Purchaser’s expense and risk. In the event of storage at the Supplier’s works, the storage costs shall amount to at least 0.5% per month of the invoice amount attributable to the delayed part of the total delivery, but not more than 3%. Upon the Purchaser’s request, the Supplier shall insure the delivery item at the Purchaser’s expense.
If the non-acceptance by the Purchaser is not due to a circumstance provided for in Clause 41, the Supplier may request the Purchaser in writing to accept delivery within a reasonable final period. If the Purchaser fails to accept delivery within such period for any reason not attributable to the Supplier, the Supplier may rescind the contract in whole or in part by notice in writing. The Supplier shall then be entitled to compensation for the damage it has suffered as a result of the Purchaser’s delay.

PAYMENT
In the absence of a special agreement, the prices shall apply ex works including loading at the factory, but excluding packaging and unloading. Value added tax at the respective statutory rate is added to the prices. Unless otherwise agreed, 30% of the purchase price shall be due upon conclusion of the contract, 30% upon commencement of production, 30% prior to shipment and 10% after commissioning, at the latest 30 days after delivery.
Regardless of the means of payment used, payment shall not be deemed to have been made until the full invoice amount has been irrevocably credited to the Supplier’s account.
If the Purchaser is in arrears with its payments, the Supplier may demand interest on arrears from the due date. The interest rate shall be determined by the parties. In the absence of such a provision, an interest rate of 8 percentage points above the prime rate of the European Central Bank shall be deemed to have been agreed, unless the Purchaser proves that substantially less damage has been incurred. The supplier reserves the right to claim higher damages.

In the event of delayed payment, the Supplier may, after written notice to the Purchaser, suspend performance of its own obligations until payment is received. If the Purchaser is more than six weeks in arrears with its due payments, the Supplier may by notice in writing to the Purchaser rescind the entire contract and claim compensation from the Purchaser for the loss suffered.

The Purchaser shall only be entitled to withhold payments or to set off payments against counterclaims to the extent that its counterclaims are undisputed or have been finally determined by a court of law.

RESERVATION OF TITLE
The delivery item shall remain the property of the Supplier until full payment of both the purchase price – this also includes payment for the installation of the delivery item – and all other claims to which the Supplier is entitled against the Purchaser arising from the business relationship, provided that such retention of title is effective under the applicable law. The Supplier shall be entitled to take back the delivery item if the Purchaser acts in breach of the contract.

If the value of all security interests held by the Supplier thereby exceeds the amount of all secured claims by more than 20%, the Purchaser may demand that the Supplier release the part of the security interests exceeding the value. At the Supplier’s request, the Purchaser shall provide the Supplier with comprehensive support in its efforts to protect the Supplier’s title to the delivery item in the country concerned. The retention of title shall not affect the provisions on the transfer of risk pursuant to Clause 10.

The customer is obliged to treat the delivery item with care as long as ownership has not yet passed to him. In particular, he shall be obligated to sufficiently insure it at his own expense against theft, fire and water damage as well as other comparable cases of damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the Purchaser shall notify the Supplier in writing without undue delay if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse the Supplier for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the Purchaser shall be liable for the loss incurred by the Supplier.
The Purchaser shall be authorized to dispose in the ordinary course of business of the goods delivered by the

The Company is entitled to dispose of the items covered by the security interests. He hereby assigns to the Supplier all claims against his customers arising from such sales, but shall be authorized to collect such claims in his own name as long as he meets his obligations due to the Supplier. This assignment shall apply regardless of whether the delivery item has been resold without or after processing. The Supplier shall disclose the assignment to the Purchaser’s customers only if the latter fails to meet its due obligations towards the Supplier or if there are indications that the Purchaser is insolvent or its ability to pay is substantially impaired.

The processing or transformation of the delivery item by the Purchaser shall always be carried out in the name of and on behalf of the Supplier. In this case, the customer’s expectant right to the delivery item shall continue in the transformed item. If the delivery item is processed with other items not belonging to the Supplier, the latter shall acquire co-ownership of the new item in the ratio of the objective value of the delivery item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is carried out in such a way that the Purchaser’s item is to be regarded as the main item, it shall be deemed agreed that the Purchaser shall transfer co-ownership to the Supplier on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for the Supplier. To secure the Supplier’s claims against the Purchaser, the Purchaser shall also assign to the Supplier such claims against a third party as accrue to the Purchaser through the combination of the Retained Goods with real property; the Supplier hereby accepts such assignment.

The transfer of an item subject to retention of title to an operating facility outside Germany shall also be inadmissible without the prior consent of the Supplier if the ownership of the item is not transferred to third parties in the process. A sale by way of sale and leaseback shall not be deemed to be a disposal in the ordinary course of business. It requires the prior consent of the supplier. Notwithstanding the foregoing, claims accruing to the Purchaser from the sale shall be covered by the assignment agreed in the preceding paragraph.

LIABILITY FOR DEFECTS
In accordance with Clauses 24-39, the Supplier shall remedy all defects or deviations (hereinafter referred to as “Defect/Deficiencies”) due to a defect in design, material or workmanship to the extent that the design, manufacture or workmanship is part of the scope of performance.
The liability of the supplier is limited to defects occurring within one year after delivery. If the daily operating time of the delivery item exceeds the agreed scope, the period shall be shortened accordingly.
If a defect is repaired in a part of the delivery item, the Supplier shall be liable for defects in the delivered spare parts or repaired parts for one year under the same warranty conditions as for the original delivery item. For all other parts, the period referred to in Clause 25 shall be extended only by the duration of the interruption of operation of the delivery item caused by the defect.
The Purchaser shall immediately notify the Supplier in writing of any defect discovered. Such notice of defect shall in any case be given within two weeks after the expiry of the period specified in Clause 25. The complaint must describe the defect. If the Purchaser fails to notify the Supplier in writing of the defect within the period specified in paragraph 1 of this Clause, the Purchaser shall lose its right to remedy the defect. If the defect could cause damage, the Purchaser shall immediately notify the Supplier in writing. The Purchaser shall bear the risk for any damage resulting from failure to notify.
Upon receipt of the notice of defect pursuant to Clause 27, the Supplier shall remedy the defect without undue delay and at its own expense pursuant to Clause 24.

– 39 to be remedied. The defect shall in principle be remedied at the location of the delivery item; however, it shall be at the Supplier’s discretion to obtain the defective part or the delivery item for the purpose of repairing or

exchange to be returned. The supplier is obliged to remove and install the part if this requires special knowledge. If such special knowledge is not required, the Supplier’s obligation with respect to the defect shall end upon delivery of the properly repaired or replaced part to the Purchaser.
If the Purchaser has notified the Supplier of the defect in accordance with para.

27 and if no defect for which the Supplier is liable can be ascertained, the Purchaser shall compensate the Supplier for any damage suffered by the Supplier as a result of such a complaint.
The Purchaser shall at its own expense take care of the removal and installation of equipment which is not part of the delivery item, insofar as this is necessary to remedy the defect.
In the absence of any agreement to the contrary, the necessary transport of the delivery item and/or parts of the delivery item to and from the Supplier in connection with the remedying of defects for which the Supplier is liable shall be at the risk and expense of the Supplier. The Purchaser shall follow the Supplier’s instructions in case of such transport.
In the absence of any agreement to the contrary, the Purchaser shall bear all additional costs incurred by the Supplier for repair, dismantling and installation as well as transport if the location of the delivery item differs from the contractually agreed destination or – if no destination is specified – from the place of delivery.
Replaced defective parts shall be made available to the supplier and shall become his property.
If the Supplier fails to comply with its obligation under Clause 28 within a reasonable time, the Purchaser may set the Supplier a final time limit in writing within which the Supplier shall comply with its obligations. If the Supplier does not fulfill its obligations within this set period, the Purchaser may carry out the necessary repairs itself or have them carried out by a third party at the Supplier’s expense and risk. If the repair has been successfully carried out by the Purchaser or a third party, all claims of the Purchaser against the Supplier in respect of such defect shall be satisfied by reimbursement of the reasonable costs incurred by the Purchaser.
If the remedy pursuant to Clause 34 fails, a) the Purchaser may demand a reduction of the purchase price corresponding to the reduced value of the delivery item, provided that the reduction shall in no case exceed 7.5 per cent of the purchase price; or

b) if the defect is so fundamental that the Purchaser loses its interest in the contract, the Purchaser may withdraw from the contract after notifying the Supplier in writing. The Purchaser may then claim damages not exceeding 7.5% of the purchase price under the conditions set forth in Clause 39.
The Supplier shall not be liable for defects based on materials provided by the Purchaser or a design prescribed by the Purchaser.
The supplier shall only be liable for such defects that occur under the contractually intended operating conditions and during proper use of the delivery item. The Supplier shall not be liable for defects resulting from: poor maintenance, improper installation, faulty repair by the Purchaser or modifications made without the Supplier’s written consent. Furthermore, the Supplier’s liability shall not extend to normal wear and tear.
Notwithstanding the provisions of Clauses 24 – 37, the Supplier’s liability for defects in any part of the Product shall be limited to 12 months from the date of commissioning or a maximum of 15 months after delivery in single-shift operation.
Subject to the provisions of Clauses 24-38, the Supplier shall not be liable for defects. This applies to any damage caused by the defect, as well as to production downtime, loss of profit and other indirect or consequential damage. The Supplier’s limitation of liability shall not apply in the event of intent or gross negligence pursuant to Clause 16 or in the event of culpable injury to life, body or health. Furthermore, the limitation of liability shall not apply in the event of culpable breach of material contractual obligations. In the event of slight negligence, the Supplier shall only be liable for the reasonably foreseeable damage typical for the contract.

Damage. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item. It shall also not apply in the case of defects which the Supplier has fraudulently concealed or the absence of which it has guaranteed.
The Supplier shall not be liable for damage to property caused by the delivery item after delivery has taken place if the delivery item is already in the possession of the Purchaser. Furthermore, the Supplier shall not be liable for any damage to the products manufactured by the Purchaser or to goods containing a product manufactured by the Purchaser. If the Supplier is held liable by a third party for damage caused by the delivery item as defined in the preceding paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless. If a third party asserts a claim described in this Clause against one of the Parties, such Party shall notify the other Party thereof without undue delay and in writing. The Supplier and the Purchaser shall each be obliged to be summoned to appear before a court of law or arbitration tribunal to consider claims for damages brought against one of the parties on the grounds of damage allegedly caused by the Product. The limitation of Supplier’s liability pursuant to the first paragraph of this Clause shall not apply in case of gross negligence by Supplier pursuant to Clause 16.

Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Supplier’s employees, workers, staff, legal representatives and vicarious agents.

HIGHER FORCE
Either party shall have the right to suspend performance of its obligations under the Contract to the extent that such performance is rendered impossible or unreasonably difficult by the following circumstances: Labor disputes and any circumstances independent of the will of the parties, such as fire, war, general mobilization, insurrection, requisition, seizure, embargo, restrictions on the use of energy, and defective or delayed deliveries by subcontractors due to the circumstances set forth in this clause. Any circumstance occurring before or after the conclusion of the contract pursuant to this clause shall only entitle the Supplier to suspend the performance of its contractual obligations to the extent that its effects on the performance of the contract were not foreseeable at the time of the conclusion of the contract.
The party invoking force majeure shall immediately notify the other party in writing of the occurrence and cessation of such circumstance. If force majeure prevents the Purchaser from fulfilling its contractual obligations, the Purchaser shall compensate the Supplier for any costs incurred in securing and protecting the delivery item.
Notwithstanding anything contained in these General

Delivery Conditions, either party shall have the right to rescind the Contract by written notice to the other party if the cessation of performance of the Contract under Clause 41 continues for more than six months.

FORESEEABLE DEFAULT
Notwithstanding anything to the contrary in these General Terms and Conditions, either party shall have the right to cease performance of its obligations if it is clear from the circumstances that the other party will be unable to perform its obligations. A party ceasing the performance of its obligations shall notify the other party thereof without undue delay and in writing.

ADJUSTMENT
All claims of the purchaser – for whatever legal reasons – are subject to a limitation period of 12 months. The statutory time limits shall apply to claims for damages under Clause 39. They shall also apply to defects of a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.

SOFTWARE USAGE
Insofar as software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on a system other than the one supplied is prohibited.

The Purchaser may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The Purchaser undertakes not to remove manufacturer’s details – in particular copyright notices – or to change them without the Supplier’s prior express consent.

All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

FINAL PROVISIONS
The contract is governed by the substantive law of the country of the supplier.
If, in the case of delivery abroad, an overall reference to German law is inadmissible in the foreign state, the provisions of the foreign law which correspond most closely to German law shall be deemed to have been agreed.
The place of jurisdiction for all disputes arising from the contractual relationship, including actions on checks and bills of exchange, shall be Mettmann (Germany) , provided that the customer is a registered merchant, a legal entity under public law or a special fund under public law. However, the Supplier shall also be entitled to bring an action before the court having jurisdiction over the Customer.

Unless otherwise stated in the order confirmation, the place of performance for the Supplier’s services shall be Erkrath (Germany).
Changes, including subsequent changes and additions to these GTC, must be made in writing. This also applies to the cancellation of the written form.
Should any provision of these Terms and Conditions of Delivery be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory provision.

Status: 01.11.2014

Part 2

GENERAL CONDITIONS FOR ASSEMBLY

PREAMBLE

These General Terms and Conditions apply exclusively. We do not recognize any deviating terms and conditions of purchase or assembly of the customer unless we have expressly agreed to their validity in writing. These General Terms and Conditions shall also apply if we carry out an installation without reservation in the knowledge of deviating terms and conditions of purchase or installation of the customer. The GTC formulated herein shall also apply to all future transactions between the parties. The retention of title pursuant to Clauses 48,49 shall also apply in its simple, extended and prolonged form if it is excluded in the general terms and conditions of our contractual partners. Verbal collateral agreements, before or at the conclusion of the contract, do not exist.

The Contractor’s offer shall remain open unless otherwise stated in the order confirmation or expressly stated otherwise in writing. A contract shall only be concluded if an order has been confirmed in writing or the order is executed.

DEFINITIONS
In these General Conditions, the following terms shall be understood as follows: “Contract” means the agreement in writing between the parties for the performance of the Work and all appendices, including any agreed supplements and additions to the aforementioned documents. “Contract Price” means the price to be paid for the Work. If the installation has to be carried out within a certain period of time and has not been completed by that time, the contract price shall consist of the price of the delivery item plus 5 % or another percentage to be agreed upon by the parties. “Gross Negligence” describes an act or omission in which the relevant party either failed to exercise due care with respect to the occurrence of serious consequences that a responsible contracting party would normally have foreseen, or in which the relevant party knowingly disregarded the consequences of such act or omission. “In writing” means by signed original writing signed facsimile or by email or other form agreed upon by the parties in the foregoing form. “Deliverable” includes any machine, accessories, and all other materials and things to be furnished by the Contractor under the Contract. “Site of Erection” means the location where the Deliverable is to be erected and includes adjacent areas necessary for unloading, storage and internal transportation of the Deliverable and the Erection Equipment.

“Works” includes both the Plant and the erection and other work to be carried out by the Contractor under the Contract. If the Contract provides for acceptance of the Work in several sections intended for independent use, these Conditions shall apply separately to each section. The term “work” then refers to the section in question.

PRODUCT INFORMATION
The data and information contained in general product documentation and price lists – available in electronic or other form – shall only be binding to the extent that the contract expressly refers to them.

DRAWINGS AND DESCRIPTIONS
If one party provides the other party with drawings, technical documents and similar information, both tangible and intangible. If one party provides the other party with drawings, technical documents and similar information of a physical and non-physical nature – including in electronic form – relating to the work before or after conclusion of the contract, these shall remain the property of the party submitting them.
If a party receives drawings, technical documents or other technical information, it may use these without

consent of the other party only for the intended purpose. They may not be used for other purposes, copied, reproduced, disclosed to third parties or disclosed without the written consent of the submitting party. This does not include information that is already publicly known at the time of its publication.

This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

CHECKS BEFORE SHIPMENT
In the absence of any agreement to the contrary, tests agreed in the contract prior to dispatch shall be carried out at the place of manufacture during normal working hours.

If the contract does not contain provisions on technical requirements, the tests shall be governed by the general practice of the industry concerned in the country of manufacture.
The Contractor shall notify the Purchaser in writing of such tests in sufficient time to enable the Purchaser to be represented at the tests. If the Purchaser is not represented, he shall receive the test report from the Contractor, the correctness of which he may no longer dispute.
If the delivery item proves to be contrary to the contract during the tests, the Contractor shall immediately remedy any defect in order to restore the delivery item to its contractual condition. The Purchaser may demand a repetition of the tests only in cases of substantial defects.
The manufacturer shall bear all costs for the tests carried out at the place of manufacture. However, the Purchaser shall bear all travel and living expenses incurred in connection with the tests for its representatives.

PREPARATORY WORK AND WORKING CONDITIONS
The Contractor shall furnish in a timely manner the drawings for the erection of the Plant and all instructions necessary to construct the proper foundations, to move the Plant and the necessary equipment to the location where the Plant is to be erected, and to make all necessary connections to the Work.
The Purchaser shall provide all facilities in due time and shall ensure that the conditions necessary for the assembly of the delivery item and for the proper use of the work are fulfilled. This does not apply to preparatory work that is to be carried out by the manufacturer according to the contract.
The Purchaser shall carry out the preparatory works in accordance with the drawings and instructions supplied by the Contractor pursuant to Clause 10. The work shall be completed in a timely manner. In any case, the Purchaser shall ensure that the foundations have adequate load-bearing capacity. If the Purchaser is responsible for transporting the delivery item to the installation site, it shall ensure that the delivery item arrives there in good time.
The Contractor shall bear all costs of any necessary remedial action necessitated by defective or incomplete Drawings or instructions referred to in Clause 10, provided that the Contractor discovers the defect or incompleteness within the period referred to in Clause 53 or is notified thereof in writing within such period.
The customer is obliged to provide technical assistance at his own expense. In particular, it shall ensure that:
1. the Contractor’s personnel have the possibility to start the work according to the agreed schedule and to work during the usual working hours. The Work may be performed outside normal working hours to the extent deemed necessary by the Contractor and provided that the Purchaser has been notified thereof in writing within a reasonable period.
2. he informs the Contractor in good time and in writing, before the start of the erection, of all the relevant safety regulations applicable at the place of erection. Assembly is not performed in unhealthy or hazardous environments. All necessary safety and protective measures must be taken before starting installation and maintained during installation.
3. the Contractor’s personnel have the opportunity to be adequately housed and fed in the vicinity of the installation site and have access to sanitary facilities and medical care that meet international standards.
4. he provides the Contractor free of charge and on time at the Site with all necessary cranes, lifting equipment and means of transport within the Site, ancillary equipment, machinery, materials and supplies (including petrol, oils, grease and other materials, gas, water, electricity, steam, compressed air, heating, lighting, etc.) and the Purchaser’s measuring and testing equipment available at the Site. The Contractor shall notify the Purchaser in writing at least one month before the start of the erection, if foreseeable, of the cranes, lifting equipment, measuring and testing equipment and means of transport required within the Site.
5. in order to protect the Plant, the tools and equipment necessary for erection and the personal property of the Contractor’s personnel against theft and deterioration, the Purchaser shall provide the Contractor free of charge with the necessary storage facilities.
6. the access routes to the installation site are suitable for the required transport of the Contractor’s delivery item, parts or equipment.
  
  NON-PERFORMANCE ON THE PART OF THE ORDERER
If it is foreseeable that the Purchaser will be unable to meet his obligations for completion of the Works, in particular in accordance with the conditions set out in Clauses 11, 12 and 14, the Purchaser shall forthwith notify the Contractor thereof in writing, stating the reason, and shall, if possible, inform the Contractor of the time when he will be able to meet his obligations.
If the Purchaser fails to fulfil its obligations to complete the Works in a fault-free and timely manner, in particular in accordance with the conditions set out in Clauses 11, 12 and 14, the following shall apply, without prejudice to the Contractor’s rights under Clause 17:
1. The Contractor may, at its discretion, perform the Purchaser’s obligations itself or have them performed by a third party or take other measures appropriate in the circumstances to avoid or limit the effects of the Purchaser’s failure to perform. However, it is expressly not obliged to do so.
2. The Contractor may discontinue its performance of the Contract in whole or in part. He shall notify the Purchaser of the discontinuation immediately and in writing.
3. If the Plant is not located at the Site, the Contractor shall arrange for storage of the Plant at the Purchaser’s risk. At the Purchaser’s request, the Contractor shall insure the Plant.
4. If performance of the Contract is delayed due to the Purchaser’s default, the Purchaser shall pay to the Contractor that part of the Contract Price which would have been due but for the delay.
5. The Purchaser shall indemnify the Contractor against all reasonable costs not covered by Clause 44 or 45 to the extent that such costs are incurred by the Contractor as a result of action taken under Clause. a), b) or c) of this clause arise.
If completion of the Work is prevented due to the Purchaser’s failure to perform in accordance with Clause 16 and such failure is not attributable to a cause set out in Clause

67, the Contractor may still require the Purchaser in writing to remedy his default within a final reasonable period. Should the Purchaser, for any reason beyond the Contractor’s control, fail to remedy his default within such period, the Contractor shall be entitled to terminate the Contract by notice in writing. The Contractor shall then be entitled to compensation for the damage caused to it by the Purchaser’s failure to perform.

REGIONAL LAWS AND REGULATIONS
The Contractor shall ensure that the Work is performed in accordance with and otherwise complies with all laws and regulations applicable to the Work. Upon the Contractor’s request, the Purchaser shall provide him in writing with relevant information concerning such laws and regulations.
The Contractor shall carry out, insofar as this is technically possible and reasonable for him, all conversion work and the like resulting from changes in the laws and regulations referred to in Clause 18 or from changes in generally accepted design principles relating thereto, insofar as such a change occurs between the date of submission of the quotation and the date of acceptance. The Purchaser shall bear all costs incurred separately as well as all other consequences resulting from such changes, in particular for the conversion work.
If the parties do not reach agreement on the separately incurred costs and the further consequences of a change in the laws and regulations referred to in Clause 18, the Contractor shall be compensated for the conversion work on the basis of the hours worked until the dispute is resolved in accordance with Clause 73.

CHANGES
Subject to the provisions of Clause 25, the Purchaser shall be entitled to request changes in the scope, design and construction of the Works up to the time of acceptance of the Works. The manufacturer is also entitled to propose such changes in writing.
Change requests must be submitted to the manufacturer in writing and must accurately describe the requested change.
Immediately after receiving a request for a change or after having made a proposal for a change, the Contractor shall notify the Purchaser in writing whether and, if so, how the change can be carried out and what changes in respect of the Contract Price, the time for completion and other provisions of the Contract will result therefrom. The Contractor shall also notify the Purchaser of any changes if such changes are due to amended laws and regulations in accordance with Clause 18.
If completion of the Works is delayed due to disagreement between the Contractor and the Purchaser as to the consequences of variations, the Purchaser shall pay as a deposit that part of the Contract Price which would have become due if completion of the Works had not been delayed.
Subject to the provisions of Clause 19, the Contractor shall not be obliged to carry out variations requested by the Purchaser until the parties either agree on the effect on the Contract Price, on the time for completion and on other provisions of the Contract or the dispute has been settled in accordance with Clause 73.

TRANSFER OF RISK
The risk of loss or damage to the delivery item shall pass to the Purchaser in accordance with the agreed trade terms, which shall be interpreted in accordance with the INCOTERMS in force at the time of conclusion of the contract. In the absence of a special delivery clause in the contract, the delivery of the delivery item shall be “ex works” (EXW). Any risk of loss or damage to the Work not covered by the first paragraph of this Clause shall pass to the Purchaser upon acceptance of the Work. After the passing of risk, the Purchaser shall bear the risk of any loss of or damage to the Plant or the Works, unless such loss or damage is due to the Contractor’s negligence.

ACCEPTANCE TESTS
In the absence of an agreement to the contrary, acceptance tests shall be carried out after completion of the installation to determine whether the work complies with the contractual provisions regarding acceptance. The Contractor shall notify the Purchaser in writing that the Works are ready for taking-over. This notification shall include a date for the acceptance tests, which the Purchaser shall

gives enough time to prepare for the exams and to be represented at them.
The Purchaser shall provide, at its own expense, energy, lubricants, water, fuels, raw materials and all other materials to the extent necessary for the performance of the acceptance tests and the final adjustments in preparation for the acceptance tests. Likewise, he shall set up equipment at his own expense and provide the labor or auxiliary resources required to perform the acceptance tests.
If the Purchaser has received a notice under Clause 27 and fails to comply with its obligations under Clause 28 or otherwise prevents the taking-over tests from being carried out, the tests shall be deemed to have been successfully carried out on the date specified as the date for the taking-over tests in the Contractor’s notice.
Acceptance tests are performed during normal working hours. If the contract does not contain provisions on technical requirements, the tests shall be governed by the general practice of the industry concerned in the purchaser’s country.
The manufacturer shall draw up a record of the acceptance tests. He sends this protocol to the customer. If the Purchaser is not represented at the acceptance tests after having received a notice pursuant to Clause 27, the Purchaser may no longer dispute the correctness of the acceptance report.
If during the acceptance tests the Works prove to be in breach of the Contract, the Contractor shall forthwith remedy any defect. Upon the Purchaser’s immediate written request, tests shall again be carried out in accordance with Clauses 27-31. This does not apply in cases of insignificant defects.

ACCEPTANCE
The work is accepted,
1. if the acceptance tests have been successfully performed or are deemed to have been successfully performed in accordance with Clause 29; or
2. when the Purchaser has received the Contractor’s written notice that the Works have been completed, provided that the Works comply with the provisions of the Contract with regard to taking-over; however, this shall apply only in cases where the parties have not agreed that taking-over tests are to be carried out. Minor defects that do not affect the performance of the Work shall not constitute grounds for refusing acceptance.
The Purchaser shall not be entitled to use the Work or any part thereof prior to acceptance. Otherwise, the Works shall be deemed to have been accepted by him unless he has obtained the Contractor’s prior written consent. The manufacturer is then no longer obliged to carry out acceptance tests.
After acceptance of the Work in accordance with Clause 33 or 34, the period described in Clause 53 shall commence. The Purchaser shall, upon the Contractor’s written request, issue a certificate stating the date of acceptance of the Works. If the Purchaser nevertheless fails to issue such a certificate, this shall not affect the acceptance pursuant to Clauses 33 and 34.

COMPLETION

DELAYS ON THE PART OF THE MANUFACTURER
The Work shall be deemed completed upon its acceptance in accordance with Clause 33 or 34.
If, instead of a completion date, the parties have agreed on a period upon the expiry of which acceptance is to take place, such period shall commence as soon as the contract has been concluded, all official formalities have been completed, all payments due upon conclusion of the contract have been made, any agreed securities have been provided and all other preliminary conditions have been fulfilled.
If the Contractor foresees that he will not be able to perform his obligations within the time limits specified in the Contract, he shall forthwith notify the Purchaser thereof in writing, stating the reasons and, if possible, the expected date of performance. If the Contractor fails to notify the Purchaser accordingly, the Purchaser shall be entitled to claim reimbursement of the costs incurred by it in

arise due to the fact that he did not receive such notice.
The Contractor shall be entitled to an extension of the completion date if a delay is due to;
1. a circumstance specified in clause 68 or
2. Conversion work in accordance with item 19 or
3. Amendments in accordance with items 21-25 or
4. the cessation of performance in accordance with paragraphs 16, 47 or 71; or
5. an act or omission of the Purchaser.
  
  The period shall be extended appropriately for the respective circumstances. This provision shall apply regardless of whether the reason for the delay occurs before or after the agreed completion date.
A delay on the part of the Contractor shall be deemed to have occurred if the Work is not completed by the completion date specified in Clauses 36, 37 and 39. The delay on the part of the Contractor shall entitle the Purchaser to payment of liquidated damages from the date on which the Works should have been completed. Liquidated damages are set at 0.5% of the contract value for each full week of delay. The liquidated damages cannot exceed 3% of the contract value. If only a part of the Work is delayed, liquidated damages shall be determined on the basis of that part of the Contract Price which corresponds to that part of the Work which cannot be used as intended due to the delay. Liquidated damages shall become payable upon written claim by the Purchaser, but not before acceptance has been completed or the Contract has been terminated in accordance with Clause 41.
If the Contractor’s delay is so substantial that the Purchaser is entitled to claim the maximum liquidated damages under Clause 40 and the Works have not been completed, the Purchaser may by notice in writing to the Contractor fix a final reasonable period for completion of not less than one week. If the Contractor does not complete the Works within such final period and if this is not done for any reason for which the Purchaser is not responsible, the Purchaser may by notice in writing to the Contractor terminate the Contract in respect of such part of the Works as cannot be used for the purpose intended because of the Contractor’s delay.

If the Purchaser withdraws from the Contract, he shall be entitled to compensation for the loss he has suffered as a result of the Contractor’s delay. The total amount of compensation, including liquidated damages under Clause 40, shall not exceed 7.5% of that part of the Contract Price which corresponds to that part of the Work in respect of which the Contract has been terminated.

The Purchaser shall also be entitled to terminate the Contract by notice in writing to the Contractor if it is clear from the circumstances that completion of the Works will be delayed for a period which would entitle the Purchaser to the maximum liquidated damages under Clause 40.

If the Contract is terminated for this reason, the Purchaser shall be entitled to the maximum rate of damages and compensation under Clause 41.

The Purchaser may only withdraw from the entire contract if it proves that it has no interest in the performance of the entire contract without the affected partial performance, in particular that a subsequent performance of the affected part by the Contractor or a third party cannot restore this interest even with adverse effects.
The Purchaser’s claims in the event of delay by the Contractor shall be limited to liquidated damages under Clause 40 and rescission of the Contract with limited compensation under Clause 41. All other claims against the Contractor in respect of such delay shall be excluded except in the case of culpable breach of fundamental contractual obligations, wilful misconduct or gross negligence on the part of the Contractor under Clause 2.

PAYMENTS
In the absence of any agreement to the contrary, payment shall be made as follows:
1. In case of installation according to time calculation: 30% of the estimated price of the work at the time of conclusion of the contract; 30% at the start of production, 30% after acceptance and 10% after commissioning, at the latest 30 days after delivery. Payments for assembly are to be made against monthly invoices.
2. If assembly is included in the contract price as a lump sum, 30% of the contract price shall be due upon conclusion of the contract, 30% upon commencement of production, 30% after acceptance and 10% after commissioning, at the latest 30 days after delivery.
In case of assembly according to time calculation, the following items will be invoiced separately:
1. any travel expenses incurred by the Contractor for its personnel, as well as the costs of transporting its tools and personal luggage to a reasonable extent according to the type and class of means of transport agreed in the Contract, if any;
2. Trip allowance, including a reasonable allowance, for each day the installation personnel is absent from the residence, including days of rest and holidays;
3. the time worked, calculated on the basis of the hours confirmed by the Customer’s signature on the respective time sheets as time worked. Overtime, Sunday, holiday and night work shall be charged at special rates. The rates shall be based on the agreement made in the Contract; in the absence of such agreement, they shall be based on the rates normally charged by the Contractor. Unless otherwise agreed, the hourly rates shall include wear and tear on the Contractor’s tools and light equipment;
4. the time required for:
  
  Preparation and formalities relating to outward and return travel; outward and return travel and other travel to which personnel are entitled under applicable law, applicable regulations or collective bargaining agreements in the Contractor’s country; daily outward and return travel between lodging and the installation site when such travel exceeds one-half hour one way and reasonable lodging closer to the installation site is not available;
  
  Bridging periods when work is prevented due to circumstances beyond the Contractor’s control under the Contract;
  
  all such items being subject to the rates set forth in (c);
5. Contractor’s contractual expenses for the provision of equipment by him and, if applicable, a fee for the use of his heavy tooling;
6. Taxes and duties payable by the manufacturer in the country of assembly from the invoice amount.
In the case of installation at a lump sum price, the agreed price shall include all items listed in Clause 44 (a) to (e) inclusive. If the erection is delayed for reasons for which the Purchaser or one of its contractors, but not the Contractor, is responsible, the Purchaser shall compensate the Contractor for:
1. Waiting times and additional travel times;
2. Costs and additional work due to the delay, including dismantling, securing and setting up the installation equipment;
3. Additional costs, in particular costs incurred by the Contractor as a result of its equipment being tied up at the installation site for longer than anticipated;
4. additional allowances and travel expenses of the assembly personnel;
5. additional financing and insurance costs;
6. other documented costs incurred by the manufacturer due to deviations from the assembly program.
Regardless of the means of payment used, payment shall not be deemed to have been made until the full amount has been irrevocably credited to the Contractor’s account.

will.
If the Purchaser is in arrears with his payments, the Contractor may demand interest on arrears from the due date. The interest rate shall be determined by the parties. In the absence of such a provision, an interest rate of 8 percentage points above the prime rate of the European Central Bank shall be deemed agreed. In the event of arrears in payment, the Contractor may, after giving written notice to the Purchaser, terminate the

suspend fulfillment of its own contractual obligations until payments are received. If the Purchaser is more than three months in arrears with payments due, the Contractor may by notice in writing to the Purchaser terminate the Contract and claim compensation from the Purchaser for any loss suffered by him. Damages shall not exceed the contract price.

RESERVATION OF TITLE
The delivery item shall remain the property of the Manufacturer until full payment of both the contract price – this also includes payment for the assembly of the delivery item – and all other claims to which the Manufacturer is entitled against the Purchaser arising from the business relationship, insofar as such retention of title is effective under the applicable law. The Manufacturer shall be entitled to take back the delivery item if the Purchaser acts in breach of contract.

If the value of all security interests held by the Contractor thereby exceeds the amount of all secured claims by more than 20%, the Purchaser may require the Contractor to release the part of the security interests exceeding in value. At the request of the Contractor, the Purchaser shall fully support the Contractor in its efforts to protect the Contractor’s title to the Plant in the country concerned. The retention of title shall not affect the provisions on the passing of risk under Clause 26.

The customer is obliged to treat the delivery item with care as long as ownership has not yet passed to him. In particular, he shall be obligated to sufficiently insure it at his own expense against theft, fire and water damage as well as other comparable cases of damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the Purchaser shall immediately notify the Contractor in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse the Contractor for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the Purchaser shall be liable for the loss incurred by the Contractor.
The Purchaser is granted the authority to dispose of the items covered by the security interests in the ordinary course of business. The Purchaser hereby assigns to the Contractor all claims against its customers arising from such sales, but shall be authorized to collect such claims in its own name as long as it meets its obligations due to the Contractor. This assignment shall apply regardless of whether the delivery item has been resold without or after processing. The Contractor shall disclose the assignment to the Purchaser’s customers only if the latter fails to meet its due obligations towards the Contractor or if there are indications that the Purchaser is insolvent or its solvency is substantially impaired.

The processing or transformation of the delivery item by the Purchaser shall always be carried out in the name of and on behalf of the Manufacturer. In this case, the customer’s expectant right to the purchased item shall continue to exist in the transformed item. If the delivery item is processed with other items not belonging to the Manufacturer, the Manufacturer shall acquire co-ownership of the new item in the ratio of the objective value of the delivery item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is carried out in such a way that the Purchaser’s item is to be regarded as the main item, it shall be deemed agreed that the Purchaser shall transfer co-ownership to the Contractor on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for the Contractor. In order to secure the Manufacturer’s claims against the Purchaser, the Purchaser shall also assign to the Manufacturer such claims as accrue to it against a third party as a result of the combination of the reserved goods with a property; the Manufacturer hereby accepts this assignment.

The transfer of an item subject to retention of title to an operating facility outside Germany is also permitted without the prior consent of the manufacturer.

inadmissible if the ownership of the object is not transferred to third parties in the process. A sale by way of sale and leaseback shall not be deemed to be a disposal in the ordinary course of business. It requires the prior consent of the manufacturer. Notwithstanding the foregoing, claims accruing to the Purchaser from the sale shall be covered by the assignment agreed in the preceding paragraph.

LIABILITY FOR PROPERTY DAMAGE PRIOR TO ACCEPTANCE
The Contractor shall be liable for all damage to the Works occurring before the risk passes to the Purchaser. This shall apply irrespective of the cause of the damage, unless the damage was caused by the Purchaser itself or by a third party for which the Purchaser is responsible in connection with the performance of this contract. Even in cases where the Contractor is not liable for damage to the Works in accordance with this Clause, the Contractor shall, at the Purchaser’s request, repair the damage at the Purchaser’s expense.
The Contractor’s liability for damage to the Purchaser’s property until acceptance of the Works shall be limited to cases where the Contractor or a third party for whom the Contractor is responsible in the course of performance of the Contract has caused the damage by negligence. However, in no event shall the manufacturer be liable for loss of production, loss of profit or other consequential economic loss.

LIABILITY FOR DEFECTS
Subject to Clauses 53 – to 66 inclusive, the Contractor shall remedy any defect or non-conformity (hereinafter referred to as “defect(s)”) in the Works which is due to a defect in design, materials or workmanship to the extent that the design, manufacture or workmanship is part of the scope of the Works.
The Contractor’s liability shall be limited to defects in the Works which occur within one year of acceptance. If the daily operating time of the plant exceeds the agreed scope, the period shall be shortened accordingly. If acceptance is delayed for reasons for which the Purchaser is responsible, the Contractor’s liability for damage shall, with the exception of the case provided for in Clause 54, cease at the latest after 18 months from the date of delivery of the Plant.
If a defect in a part of the Works is repaired, the Contractor shall be liable for defects in the replaced or repaired parts for a period of one year under the same warranty conditions as for the original Works. For all other parts of the Work, the period referred to in Clause 53 shall be extended only by the duration of the interruptions to the operation of the Work caused by the defect.

555. The Purchaser shall immediately notify the Contractor in writing of any defect occurring. Such notice of defect shall in any case be given within two weeks after the expiry of the period specified in Clause 53.

The complaint must describe the defect. If the Purchaser fails to notify the Contractor in writing of the defect within the time limits specified in this Clause, the Purchaser shall forfeit its right to have the defect remedied. If the defect could cause damage, the Purchaser shall immediately notify the Contractor in writing. The Purchaser shall bear the risk for any damage resulting from failure to notify.

Upon receipt of the notice of defect under Clause 55, the Contractor shall remedy the defect without undue delay and at its own expense in accordance with Clauses 52 to 66 inclusive. thereby arise during the rectification of defects. The defect shall in principle be remedied at the place of installation; it shall, however, be at the discretion of the Contractor to have the defective part or the delivery item returned for the purpose of repair or replacement.

If the work to remedy the defect is carried out at the place of installation, Clauses 14 and 51 shall apply mutatis mutandis. The manufacturer is obliged to dismantle and install the delivery item if this is necessary and requires special knowledge. If such special knowledge is not required, the Contractor’s obligation with respect to the defect shall end upon delivery of the properly repaired or replaced part to the Purchaser.
If the Purchaser has given notice of the defect in accordance with Clause 55 and if no defect for which the Contractor is liable can be ascertained, the Contractor shall

the Purchaser shall reimburse the Contractor for the costs incurred by the Contractor as a result of such a complaint.
The Purchaser shall, at its own expense, arrange for the removal and installation of equipment which is not part of the Work, to the extent necessary to remedy the defect.
In the absence of any agreement to the contrary, the necessary transport of the Plant and/or parts of the Plant to and from the Contractor in connection with the remedying of defects for which the Contractor is liable shall be at the risk and expense of the Contractor. The Purchaser shall follow the manufacturer’s instructions for such transport. If the Works are not at the Site, the Purchaser shall bear any additional costs incurred by the Contractor in remedying the defects.
Replaced defective parts shall be made available to the manufacturer and shall become his property.
If the Contractor fails to comply with his obligations under Clause 56 within a reasonable time, the Purchaser may by notice in writing fix a final period within which the Contractor shall comply with his obligations.

If the Contractor does not fulfill his obligations within the final period, the Purchaser may carry out the necessary repairs himself or have them carried out by a third party at the expense and risk of the Contractor.

If the repair has been successfully carried out by the Purchaser or a third party, all claims of the Purchaser against the Contractor in respect of such defect shall be satisfied by reimbursement of the reasonable costs incurred by the Purchaser.
If a rectification of defects pursuant to Clause 61 fails,
1. the Purchaser may demand a reduction in the contract price corresponding to the diminished value of the work, provided that the reduction shall in no case exceed 7.5
  
  may exceed percent of the contract price; or
2. if the defect is so fundamental that the Purchaser loses its interest in the Contract, the Purchaser may terminate the Contract after giving written notice to the Contractor. The Purchaser may then claim compensation for the damage incurred by it up to a maximum of 15% of the contract price.
The Contractor shall not be liable for defects due to materials provided by the Purchaser or due to a design prescribed or specified by the Purchaser.
The Contractor shall be liable only for defects occurring under the operating conditions provided for in the Contract and under proper use of the Works. The Contractor shall not be liable for defects resulting from poor maintenance or from faulty repair by the Purchaser or from modifications made without the Contractor’s written consent.

Finally, the manufacturer’s liability does not extend to normal wear and tear or deterioration.
Notwithstanding the provisions of Clauses 52-66, the Contractor’s liability for defects in any part of the Works shall be limited to 12 months from the date of commissioning or a maximum of 15 months from the date of delivery in single shift operation.
Subject to the provisions of Clauses 52-65, the Contractor shall not be liable for defects. This applies to any damage caused by the defect, such as production downtime, loss of profit and other indirect or consequential damage. The limitation of liability of the Contractor shall not apply in case of intent or gross negligence according to Clause 2 or in case of culpable injury to life, body or health. Furthermore, the limitation of liability shall not apply in the event of culpable breach of material contractual obligations. In the event of slight negligence, the manufacturer shall only be liable for reasonably foreseeable damage typical for the contract. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the work. It shall also not apply to defects which the manufacturer has fraudulently concealed or whose absence he has guaranteed.

Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Contractor’s employees, workers, staff, legal representatives and vicarious agents.

HIGHER FORCE
Either party shall have the right to suspend performance of its obligations under the Contract to the extent that such performance is rendered impossible or unreasonably difficult by the following circumstances: Labor disputes and any circumstances independent of the will of the parties, such as fire, war, general mobilization, insurrection, requisition, seizure, embargo, restrictions on the use of energy, and defective or delayed deliveries by subcontractors due to the circumstances set forth in this clause. If a circumstance listed in this clause occurs before or after conclusion of the contract, it shall only entitle the Supplier to suspend performance of the contractual obligations to the extent that its effects on performance of the contract were not yet foreseeable at the time of conclusion of the contract.
The party invoking force majeure shall immediately notify the other party in writing of the occurrence and cessation of such circumstance. If force majeure prevents the Purchaser from fulfilling his obligations under the Contract, he shall compensate the Contractor for any costs incurred in securing and protecting the Works.
Notwithstanding anything in these General Conditions to the contrary, either party shall have the right to rescind the Contract by written notice to the other party if the cessation of performance of the Contract under Clause 67 continues for more than six months.

FORESEEABLE DEFAULT
Notwithstanding anything to the contrary in these General Terms and Conditions regarding suspension of performance, either party shall have the right to suspend performance of its contractual obligations if it is clear from the circumstances that the other party will not be able to perform its obligations. A party ceasing the performance of its contractual obligations shall notify the other party thereof without undue delay and in writing.

FINAL PROVISIONS
The contract is subject to the substantive law of the country of the supplier or manufacturer.
If, in the case of delivery or assembly abroad, an overall reference to German law is inadmissible in the foreign state, the provisions of the foreign law which most closely correspond to German law shall be deemed agreed.
The place of jurisdiction for all disputes arising from the contractual relationship, including actions on checks and bills of exchange, shall be Mettmann (Germany), provided that the Purchaser is a registered merchant, a legal entity under public law or a special fund under public law. However, the Supplier or the Manufacturer shall also be entitled to bring an action before the court having jurisdiction over the Purchaser.

Unless otherwise stated in the order confirmation, the place of performance for the Contractor’s services shall be Erkrath (Germany).
Changes, including subsequent changes and additions to these GTC, must be made in writing. This also applies to the cancellation of the written form.
Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory provision.

Status: 01.11.2014

Part 3

GENERAL CONDITIONS FOR REPAIRS

PREAMBLE

These General Terms and Conditions apply exclusively. We do not recognize any deviating conditions of purchase or repair conditions of the customer unless we have expressly agreed to their validity in writing. These General Terms and Conditions shall also apply if we carry out a repair without reservation in the knowledge of deviating terms and conditions of purchase or repair of the customer. The GTC formulated herein shall also apply to all future repair transactions between the Parties. The retention of title pursuant to Clauses 36,37 shall also apply in its simple, extended and prolonged form if it is excluded in the general terms and conditions of our contractual partners. Verbal collateral agreements, before or at the conclusion of the contract, do not exist.

The Contractor’s offer shall remain open unless otherwise stated in the order confirmation or expressly stated otherwise in writing. A contract shall only be concluded if an order has been confirmed in writing or the order is executed.

If the object to be repaired has not been delivered by the Contractor, the Customer shall point out any existing industrial property rights with regard to the object; provided that the Contractor is not at fault, the Customer shall indemnify the Contractor against any claims of third parties arising from industrial property rights.

DEFINITIONS
In these General Conditions, the following terms shall be understood as follows: “Contract” means the agreement in writing between the parties for the performance of the Work and all appendices, including any agreed supplements and additions to the aforementioned documents. “Contract price” means the price to be paid for the repair. If the repair is to be carried out within a certain period of time and is not completed by that time, the contract price shall consist of the price of the repair plus 5 percent or another percentage to be agreed upon by the parties.

“Gross Negligence” describes an act or omission in which the relevant party either failed to exercise due care with respect to the occurrence of serious consequences that a responsible contracting party would normally have foreseen, or in which the relevant party knowingly disregarded the consequences of such act or omission. “In writing” means by signed original writing signed facsimile or by email or other form agreed upon by the parties in the foregoing form. ” Repair site” means the location where the repair is to be made and includes adjacent areas necessary for unloading, storage, and internal transportation of the required repair equipment.

PRODUCT INFORMATION
The data and information contained in general product documentation and price lists – available in electronic or other form – shall only be binding to the extent that the contract expressly refers to them.

DRAWINGS AND DESCRIPTIONS
If one party provides the other party with drawings, technical documents and similar information, both tangible and intangible, before or after the conclusion of the contract, these shall remain the property of the party submitting them. If one party provides the other party with drawings, technical documents and similar information of a physical and non-physical nature – also in electronic form – relating to the repair, before or after conclusion of the contract, these shall remain the property of the party submitting them.
If a party receives drawings, technical documents or other technical information, it may use these only for the intended purpose without the consent of the other party. They may not be used without the written consent of the submitting party for other

purposes, copied, reproduced, disclosed to third parties or disclosed. This does not include information that is already publicly known at the time of its publication.

This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

IMPRACTICABLE REPAIRS
The services rendered for the purpose of submitting a cost estimate as well as the further expenses incurred and to be substantiated (troubleshooting time equal to working time) shall be invoiced to the Customer if the repair cannot be carried out for reasons for which the Contractor is not responsible, in particular because
- the defect complained of did not occur during the inspection,
- Spare parts cannot be obtained,
- the customer has culpably missed the agreed deadline,
- the contract has been terminated during its execution.
The object of repair need only be restored to its original condition at the express request of the Customer against reimbursement of the costs, unless the work carried out was not necessary.
In the event that the repair cannot be carried out, the Contractor shall not be liable for damage to the object of repair, the breach of ancillary contractual obligations and for damage that has not occurred to the object of repair itself, irrespective of the legal grounds on which the Customer relies. On the other hand, the Contractor shall be liable in the event of intent, gross negligence on the part of the owner/the executive bodies or senior employees, as well as culpable violation of essential contractual obligations.

In the event of culpable breach of material contractual obligations, the Contractor shall be liable – except in cases of intent and gross negligence on the part of the owner/the executive bodies or senior employees – only for reasonably foreseeable damage typical for the contract.

Furthermore, the Contractor shall be liable in the event of injury to life, limb or health.

COST INFORMATION, COST ESTIMATE
As far as possible, the Customer shall be given the estimated repair price when the contract is concluded, otherwise the Customer may set cost limits.

If the repair cannot be carried out at these costs or if the Contractor deems it necessary to carry out additional work during the repair, the Purchaser’s consent shall be obtained if the stated costs are exceeded by more than 15%. If this obligation is breached, the Purchaser shall only be released from the obligation to pay the additional costs exceeding the aforementioned 15% to the extent that he could have avoided these additional costs if he had been notified in good time, if the order had subsequently been terminated and if the order had been completed by a third party.
If a cost estimate with binding price estimates is desired before the repair is carried out, this must be expressly requested by the customer. Unless otherwise agreed, such a cost estimate shall only be binding if it is submitted in writing. It is to be remunerated. The services rendered for the purpose of submitting the cost estimate shall not be charged to the Purchaser insofar as they can be utilized in the performance of the repair.

PRICES AND PAYMENT
The Contractor shall be entitled to demand a reasonable advance payment upon conclusion of the contract.
When calculating the repair, the prices for parts used, materials and special services as well as the prices for labor, travel and transport costs shall be shown separately in each case. If the repair is carried out on the basis of a binding cost estimate, a reference to the cost estimate shall suffice, whereby only deviations in the scope of services shall be specifically listed.
Value added tax shall be charged additionally at the respective statutory rate at the expense of the Purchaser.
Any correction of the invoice on the part of the Contractor and any complaint on the part of the Purchaser must be made in writing no later than four weeks after receipt of the invoice.
Payment shall be made upon acceptance and handing over or sending of the invoice without discount.
Withholding of payments or offsetting on account of any counterclaims of the Purchaser which are disputed by the Contractor or which have not been finally determined by a court of law shall be excluded.

COOPERATION AND TECHNICAL ASSISTANCE OF THE CUSTOMER IN CASE OF REPAIRS OUTSIDE THE CONTRACTOR’S WORKS
The Customer shall support the repair personnel in carrying out the repair at its own expense.
The Customer shall take the special measures necessary for the protection of persons and property at the place of repair. He shall also inform the repair supervisor of existing special safety regulations, insofar as these are relevant to the repair personnel. He shall notify the Contractor of any violations of such safety regulations by the repair personnel. In the event of serious violations, he may, in consultation with the repair manager, deny the violator access to the repair site.
Within the scope of its free technical assistance, the Customer shall in particular ensure that:
1. the Contractor’s personnel has the possibility to start the work according to the agreed schedule and to work during the ordinary working hours. The work may be performed outside normal working hours to the extent that this appears necessary to the Contractor and provided that the Purchaser has been informed thereof in writing within a reasonable period of time.
2. he informs the Contractor in writing and in due time before the start of the assembly of all relevant safety regulations applicable at the place of repair. Repair is not performed in unhealthy or hazardous environments. All necessary safety and protective measures must be taken before starting the repair and maintained during the repair.
3. the Contractor’s personnel have the opportunity to be adequately housed and fed in the vicinity of the repair site and have access to sanitary facilities and medical care that meet international standards.
4. he provides the Contractor free of charge and on time at the place of repair with all necessary cranes, as well as lifting equipment and means of transport within the place of repair, additional equipment, machines, materials and operating supplies (including gasoline fuels, oils, greases and other materials, gas, water, electricity, steam, compressed air, heating, light, etc.), as well as the measuring and testing equipment of the Customer available at the place of repair. The Contractor shall inform the Purchaser in writing, as far as foreseeable, at least two weeks before the start of the repair, which cranes, lifting equipment, measuring and testing devices as well as means of transport within the place of repair he requires.
5. in order to protect the delivery item, the tools and equipment necessary for the repair as well as the personal property of the Contractor’s personnel against theft and deterioration, he shall provide the Contractor free of charge with the necessary storage facilities.
6. the access routes to the repair site are suitable for the necessary transport of the Contractor’s delivery item, parts or equipment.
The technical assistance of the Customer shall ensure that the repair can be started immediately after the arrival of the repair personnel and can be carried out without delay until the acceptance by the Customer. If special plans or instructions of the Contractor are required, the Contractor shall make them available to the Purchaser in due time.
If the Customer does not comply with his obligations, the Contractor shall be entitled, but not obliged, after setting a deadline, to perform the actions incumbent on the Customer in his place and at his expense. Otherwise, the Contractor’s statutory rights and claims shall remain unaffected.

TRANSPORT AND INSURANCE IN THE EVENT OF REPAIR AT THE CONTRACTOR’S WORKS
Unless otherwise agreed in writing, any transport to and from the place of repair – including any packaging and loading – carried out at Customer’s request shall be carried out at Customer’s expense, otherwise the object of repair shall be delivered to Contractor by Customer at Customer’s expense and collected again by Customer after the repair has been carried out at Contractor’s premises.
The customer bears the risk of transport.
At the request of the customer, the outward and, if applicable, the return transport will be insured against insurable transport risks, e.g. theft, breakage, fire, or any other damage, at the customer’s expense.
There shall be no insurance coverage during the repair time at the Contractor’s plant. The Customer shall ensure that the existing insurance cover for the object of repair is maintained, e.g. with regard to fire, mains water, storm and machine breakage insurance. Insurance cover for these risks can only be procured at the express request and expense of the customer.
In case of delay of the Customer in taking over the goods, the Contractor may charge storage fees for storage in his works. The object of repair may also be stored elsewhere at the discretion of the Contractor. The costs and risk of storage shall be borne by the customer.

REPAIR PERIOD, REPAIR DELAY
The information on repair times is based on estimates and is therefore not binding.
The Customer may only demand the agreement of a binding repair period, which must be designated as binding, when the scope of the work has been precisely determined.
The binding repair period shall be deemed to have been complied with if the object to be repaired is ready for acceptance by the Customer by the time it expires, or, in the case of a contractually agreed trial run, for its performance.
In the case of additional and extension orders placed later or in the case of necessary additional repair work, the agreed repair period shall be extended accordingly.
If the repair is delayed due to measures within the scope of labor disputes, in particular strikes and lockouts, as well as the occurrence of circumstances for which the Contractor is not responsible, a reasonable extension of the repair period shall apply insofar as such obstacles can be proven to have a significant influence on the completion of the repair.
If the Purchaser incurs damage as a result of the Contractor’s delay, the Purchaser shall be entitled to demand a lump-sum compensation for the delay. It shall amount to 0.5% for each full week of delay, but in total not more than 3% of the repair price for that part of the item to be repaired by the Contractor which cannot be used in time due to the delay. If the Customer sets the Contractor – taking into account the statutory exceptions – a reasonable deadline for performance after the due date and if the deadline is not met, the Customer shall be entitled to withdraw from the contract within the scope of the statutory provisions. He undertakes to declare within a reasonable period of time at the Contractor’s request whether he will exercise his right to withdraw from the contract.

Further claims due to default shall be determined exclusively in accordance with Section 45 of these Terms and Conditions.

ACCEPTANCE
The Customer shall be obliged to accept the repair work as soon as he has been notified of its completion and any contractually stipulated testing of the object of repair has taken place. If the repair proves not to be in accordance with the contract, the Contractor shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the Purchaser or is due to a circumstance attributable to the Purchaser. If there is a non-substantial defect, the Purchaser may not refuse acceptance.
If the acceptance is delayed through no fault of the Contractor, the acceptance shall be deemed to have taken place after the expiry of two

weeks since notification of completion of the repair as having been made.
Upon acceptance, the Contractor’s liability for recognizable defects shall cease, unless the Purchaser has reserved the right to assert a specific defect.

RESERVATION OF TITLE
Title to all accessories, spare parts and replacement aggregates used shall remain with the Contractor until full payment of both the Contract Price and all other claims of the Contractor against the Purchaser arising out of the business relationship, provided that such retention of title is effective under the applicable law. The Contractor shall be entitled to take back the delivery item if the Purchaser acts in breach of the contract.

If the value of all security interests held by the Contractor thereby exceeds the amount of all secured claims by more than 20%, the Customer may demand that the Contractor release the part of the security interests exceeding the value. At the Contractor’s request, the Purchaser shall provide the Contractor with comprehensive support in its efforts to protect the Contractor’s title to the delivery item in the country concerned. The retention of title shall not affect the provisions on the transfer of risk.

The customer is obliged to treat the delivery item with care as long as ownership has not yet passed to him. In particular, he shall be obligated to sufficiently insure it at his own expense against theft, fire and water damage as well as other comparable cases of damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the Customer shall immediately notify the Contractor in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse the Contractor for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the Customer shall be liable for the loss incurred by the Contractor.
The Purchaser is granted the authority to dispose of the items covered by the security interests in the ordinary course of business. He hereby assigns to the Contractor all claims against his customers arising from such sales, but shall be authorized to collect such claims in his own name as long as he meets his due obligations towards the Contractor. This assignment shall apply regardless of whether the spare parts have been resold without or after processing. The Contractor shall only disclose the assignment to the Customer’s customers if the latter fails to meet its due obligations towards the Contractor or if there are indications that the Customer is insolvent or its ability to pay is significantly impaired.

The processing or transformation of the spare parts by the Purchaser shall always be carried out in the name of and on behalf of the Contractor. In this case, the customer’s expectant right to the purchased item shall continue to exist in the transformed item. If the items recorded are processed with other items not belonging to the Contractor, the latter shall acquire co-ownership of the new item in the ratio of the objective value of the items brought in to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the Customer’s item is to be regarded as the main item, it shall be deemed agreed that the Customer shall transfer co-ownership to the Contractor on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for the Contractor. In order to secure the Contractor’s claims against the Purchaser, the Purchaser shall also assign to the Contractor such claims against a third party as accrue to the Contractor as a result of the combination of the Retained Goods with real property; the Contractor hereby accepts such assignment.

The transfer of an item subject to retention of title to an operating site outside Germany shall also be inadmissible without the Contractor’s prior consent if, in doing so, the ownership of the item is transferred to a third party.

object is not transferred to third parties. A sale by way of sale and leaseback shall not be deemed to be a disposal in the ordinary course of business. It requires the prior consent of the Contractor. Notwithstanding the foregoing, claims accruing to the Purchaser from the sale shall be covered by the assignment agreed in the preceding paragraph.

CLAIMS FOR DEFECTS
After acceptance of the repair, the Contractor shall be liable for defects in the repair to the exclusion of all other claims of the Purchaser, without prejudice to Clauses 43-45, in such a way that the Contractor shall remedy the defects. The Purchaser shall immediately notify the Contractor in writing of any defect discovered.
The Contractor shall not be liable if the defect is insignificant for the interests of the Purchaser or is due to a circumstance attributable to the Purchaser. This shall apply in particular with regard to parts provided by the Purchaser.
In the event of any improper modifications or repair work carried out by the Purchaser or third parties without the Contractor’s prior consent, the Contractor shall not be liable for the consequences thereof. Only in urgent cases of danger to operational safety and to prevent disproportionate damage, in which case the Contractor must be notified immediately, or if the Contractor – taking into account the statutory exceptions – has allowed a reasonable period of time set for it to remedy the defect to expire fruitlessly, shall the Customer be entitled within the framework of the statutory provisions to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from the Contractor.
Of the direct costs arising from the rectification of defects, the Contractor shall bear – insofar as the complaint proves to be justified – the costs of the replacement part including shipping. He shall also bear the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, insofar as this does not result in a disproportionate burden on the Contractor.
If the Contractor – taking into account the statutory exceptions – allows a reasonable period of time set for him to remedy the defect to expire fruitlessly, the Customer shall have a right to reduce the purchase price within the framework of the statutory provisions. Only if the repair is demonstrably of no interest to the Purchaser despite the reduction, the Purchaser may withdraw from the contract.

Further claims shall be determined exclusively in accordance with Section 45 of these Terms and Conditions.

CONTRACTOR’S LIABILITY, EXCLUSION OF LIABILITY
If parts of the object to be repaired are damaged through the fault of the Contractor, the Contractor shall, at its option, repair them or deliver new ones at its own expense. The obligation to pay compensation shall be limited in amount to the contractual repair price. In all other respects, Clause 45 shall apply.
If, due to Contractor’s fault, the Object of Repair cannot be used by Customer in accordance with the contract as a result of omitted or defective execution of suggestions and consultations made before or after conclusion of the contract as well as other contractual collateral obligations – in particular instructions for operation and maintenance of the Object of Repair – the provisions of Clauses 38-43 as well as Clause 45 shall apply to the exclusion of further claims of Customer.
Subject to the provisions of Clauses 38-44, the Contractor shall not be liable for defects. This applies to any damage caused by the defect, such as production downtime, loss of profit and other indirect or consequential damage. The Contractor’s limitation of liability shall not apply in the event of intent or gross negligence or in the event of culpable injury to life, body or health. Furthermore, the limitation of liability shall not apply in the event of culpable breach of material contractual obligations. In the event of slight negligence, the Contractor shall only be liable for the typical contractual damage,

reasonably foreseeable damage. Furthermore, the limitation of liability shall not apply in cases where liability is assumed under the Product Liability Act in the event of defects in the repair for personal injury or property damage to privately used objects. It shall also not apply to defects which the Contractor has fraudulently concealed or the absence of which it has guaranteed.

Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Contractor’s employees, workers, staff, legal representatives and vicarious agents.

ADJUSTMENT
All claims of the purchaser – for whatever legal reasons – are subject to a limitation period of 12 months. The statutory time limits shall apply to claims for damages under Clause 45. If the Contractor performs the repair work on a structure and thereby causes its defectiveness, the statutory time limits shall also apply.

SUBSTITUTE PERFORMANCE OF THE ORDERER
If, during repair work outside the Contractor’s works, the equipment or tools provided by the Contractor are damaged at the repair site through no fault of the Contractor, or if they are lost through no fault of the Contractor, the Customer shall be obliged to compensate for such damage. Damage due to normal wear and tear shall not be taken into account.

FINAL PROVISIONS
The contract shall be governed by the substantive law of the Contractor’s country.
If, in the case of a repair abroad, an overall reference to German law is inadmissible in the foreign state, the provisions of the foreign law which most closely correspond to German law shall be deemed to have been agreed.
The place of jurisdiction for all disputes arising from the contractual relationship, including actions on checks and bills of exchange, shall be Mettmann (Germany), provided that the Purchaser is a registered merchant, a legal entity under public law or a special fund under public law. However, the Contractor shall also be entitled to bring an action before the court having jurisdiction over the Purchaser. Unless otherwise stated in the order confirmation, the place of performance for the Contractor’s services shall be Erkrath (Germany).
Changes, including subsequent changes and additions to these GTC, must be made in writing. This also applies to the cancellation of the written form.
Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory provision.

Status: 01.11.2014

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GENERAL TERMS AND CONDITIONS OF THE MAE Maschinen- und Apparatebau Götzen GmbH, Erkrath

Part 1

GENERAL CONDITIONS FOR THE DELIVERY OF GOODS

PREAMBLE

DEFINITIONS

PRODUCT INFORMATION

DRAWINGS AND DESCRIPTIONS

ACCEPTANCE TESTS

DELIVERY, TRANSFER OF RISK

DELIVERY PERIOD, DELAYS

PAYMENT

RESERVATION OF TITLE

LIABILITY FOR DEFECTS

HIGHER FORCE

FORESEEABLE DEFAULT

ADJUSTMENT

SOFTWARE USAGE

FINAL PROVISIONS

Part 2

GENERAL CONDITIONS FOR ASSEMBLY

PREAMBLE

DEFINITIONS

PRODUCT INFORMATION

DRAWINGS AND DESCRIPTIONS

CHECKS BEFORE SHIPMENT

PREPARATORY WORK AND WORKING CONDITIONS

NON-PERFORMANCE ON THE PART OF THE ORDERER

REGIONAL LAWS AND REGULATIONS

CHANGES

TRANSFER OF RISK

ACCEPTANCE TESTS

ACCEPTANCE

COMPLETION

DELAYS ON THE PART OF THE MANUFACTURER

PAYMENTS

RESERVATION OF TITLE

LIABILITY FOR PROPERTY DAMAGE PRIOR TO ACCEPTANCE

LIABILITY FOR DEFECTS

HIGHER FORCE

FORESEEABLE DEFAULT

FINAL PROVISIONS

Part 3

GENERAL CONDITIONS FOR REPAIRS

PREAMBLE

DEFINITIONS

PRODUCT INFORMATION

DRAWINGS AND DESCRIPTIONS

IMPRACTICABLE REPAIRS

COST INFORMATION, COST ESTIMATE

PRICES AND PAYMENT

COOPERATION AND TECHNICAL ASSISTANCE OF THE CUSTOMER IN CASE OF REPAIRS OUTSIDE THE CONTRACTOR’S WORKS

TRANSPORT AND INSURANCE IN THE EVENT OF REPAIR AT THE CONTRACTOR’S WORKS

REPAIR PERIOD, REPAIR DELAY

Inspection, maintenance & repair

Retrofits & Conversions

Process Optimization

Setup of new workpiece types

Trainings

More Services