I General Terms & Conditions for the Supply of Machines and Spare Parts
 

For use by SINGLE Group GmbH or its subsidiaries (hereinafter referred to as “Supplier”) towards

1. any person who, upon conclusion of the contract, acts in exercise of his or her trade, business or profession (entrepreneur);

2. any legal person under public law or any special fund under public law.


Sect. 1 General

1. All present and future business relationships, supplies and services of the Supplier shall exclusively be based on these terms as well as, where appropriate, any separate contractual agreements. Any deviating terms and conditions of purchase of the orderer shall not become content of the contract by acceptance of any order either.

In the absence of any special agreement, any contract shall come into existence by the Supplier confirming the order in writing.

2. The Supplier retains any titles and copyrights to samples, cost estimates, drawings and similar information of any tangible or intangible nature, including in electronic form; these must not be made accessible to third parties. The Supplier undertakes to make accessible any information and document referred to by the orderer as confidential only with the orderer’s consent.

3. Any assembly, commissioning and/or technical acceptance (including by third parties) of the Supplier’s products shall be included in the stated purchase price only if and to the extent that this has been expressly set out by the Supplier in the offer or in the order confirmation.

4. The technical documentation relating to the products shall be based on the SINGLE standard, comprising the technical data and the operating instructions.

5. Any deviating additional documentation (other format, language) shall be included in the supply only if this has been expressly set out by the Supplier in the offer or in the order confirmation.

6. The Supplier’s products shall be in line with the applicable stipulations of the European Regulations and Directives, compliance with which shall be mandatory. Any other directives and norms shall be deemed to be complied with only to the extent that this has been expressly set out by the Supplier in the offer or in the order confirmation.


Sect. 2 Price and Payment

1. In the absence of any special agreement, the prices shall be deemed calculated on a FCA basis (Incoterms 2020), excluding packaging, but including VAT in the respective statutory amount.

2. In the absence of any special agreement, any payment needs to be effected to the Supplier’s account without any deduction within 14 days from invoicing.

3. The right to withhold any payments shall be due to the orderer only to the extent that the orderer’s counterclaims are uncontested or have been finally and non-appealably established.

4. The orderer’s right to set off any counterclaims shall be due to the orderer only to the extent that these are uncontested or have been finally and non-appealably established.


Sect. 3 Supply, Time of Supply, Delay in Supply

1. Any supply and service deadlines shall be approximate deadlines. The time of supply shall be governed by the agreements of the parties to the contract. Its compliance by the Supplier shall be contingent on all commercial and technical issues having been clarified between the parties to the contract and the orderer having met all obligations incumbent upon the orderer, including, but not limited to, provision of the required regulatory certificates or approvals or making of any down payment. Failing that, the time of supply shall be reasonably extended. This shall not apply to the extent that the Supplier is responsible for the delay.

2. Compliance with the time of supply shall be subject to correct and timely self-delivery. The Supplier shall give notice of any looming delays as soon as possible.

3. The time of supply shall be deemed to be complied with if, by the time it expires, the object of supply has left the Supplier’s works or notice of readiness for shipping has been given. To the extent that any acceptance has to be performed, the date of acceptance, alternatively the notice of readiness for acceptance, shall prevail, with the exception of cases of justified refusal of acceptance.

4. If shipping or acceptance of the object of supply is delayed for any reasons for which the Supplier is responsible, the costs caused by the delay shall be charged to the Supplier commencing one month after notice of readiness for shipping or acceptance has been given. The Supplier shall charge a lump-sum compensation to that end in the amount of 3% of the value of the goods for each initiated week, commencing with the notice of readiness of the goods for shipping. Demonstration of any higher damage and the Supplier’s statutory claims shall remain unaffected. The orderer shall remain authorised to prove that no damage or less damage incurred compared to the lump sum above.

5. If shipping or acceptance is delayed at the orderer’s instigation, the Supplier shall safekeep the object of supply at the orderer’s risk. The costs caused by the delay, especially the costs of safekeeping, shall be charged to the orderer.

6. If any non-compliance with the time of supply is attributable to force majeure, labour disputes or any other events beyond the Supplier’s control, the time of supply shall be reasonably extended. The Supplier shall give the notice of the beginning and end of any such circumstances at earliest convenience.

7. The orderer may withdraw from the contract without setting any deadline if it finally becomes ultimately impossible for the Supplier to perform the entire service prior to the passing of risk. In addition, the orderer may withdraw from the contract if, upon placement of any order, the execution of any part of the supply becomes impossible and the orderer has any legitimate interest in declining the partial supply. Failing that, the orderer has to pay the contract price to be allotted to the partial supply. The same shall apply in case of any inability of the Supplier to perform. As for the rest, sect. 7(2) shall apply.

Where the impossibility or inability eventuates during the default of acceptance or if the orderer is solely or predominantly responsible for these circumstances, the orderer shall remain obliged to render any service in return.

8. If the Supplier defaults, the orderer has to set the Supplier a reasonable deadline to perform the service in default after the due date whilst taking into account the statutory exceptional cases.

If the deadline is not complied with, the orderer shall be entitled to withdraw under the statutory regulations. The orderer undertakes to give notice within a reasonable deadline at the Supplier’s request of whether the orderer will make use of the right of withdrawal. Any further claims from default of supply shall exclusively be governed by sect. 7(2) of these terms.

9. Partial supplies shall be admissible to the extent that these are reasonable for the orderer.


Sect. 4   Passing of Risk, Acceptance

Risk shall pass to the orderer once the object of supply has left the works, including in cases where any partial supplies are performed or the Supplier has taken on any other services as well, e.g. the shipping costs or delivery and installation. To the extent that any acceptance has to be performed, it shall prevail for the passing of risk. It must be carried out without delay as of the date of acceptance, alternatively after the Supplier has given notice of readiness for acceptance. The orderer must not deny acceptance if any existing defect is not material.


Sect. 5 Retention of Title

1. The retention of title agreed hereinafter shall serve to secure all of the Supplier’s current and future receivables existing in the respective case against the orderer from the joint, ongoing business relationship, including this supply contract.

2. Title to the Supplier’s goods supplied to the orderer shall remain with the Supplier until all secured receivables have been paid in full. The goods as well as any goods covered by the retention of title and taking their place pursuant to the provisions hereinafter shall hereinafter be referred to as “Goods Subject To Retention of Title”.

3. The orderer shall keep the Goods Subject to Retention of Title safe free of charge for the Supplier.

4. The orderer shall be entitled to process and alienate the Goods Subject to Retention of Title in proper business transactions until any case of realisation (paragraph 9) arises. Any pledging and chattel mortgaging shall not be admissible.

5. It shall be agreed that any processing of the Goods Subject to Retention of Title by the orderer shall be effected in the name and for the account of the Supplier as manufacturer and that the Supplier shall directly acquire title or, where any processing is made using materials from several owners or the value of the processed item exceeds the value of the Goods Subject to Retention of Title, joint title (fractional title) to the newly created item in proportion of the value of the Goods Subject to Retention of Title to the value of the newly created item. For the eventuality that the Supplier does not acquire any such title, the orderer shall already now transfer to the Supplier for security purposes the orderer’s future title or, at the ratio set out above, joint title to the newly created item. If the Goods Subject to Retention of Title are combined or inseparably intermixed with any other items to form a uniform item and any of the other items is to be regarded as main item, the Supplier shall proportionately transfer joint title to the uniform item to the orderer at the ratio set out in sentence 1 to the extent that the Supplier owns the main item.

6. For the eventuality that the Goods Subject to Retention of Title are realienated, the orderer shall already now assign to the Supplier by way of security the resulting receivable against the acquirer; where the Supplier holds any joint title to the Goods Subject to Retention of Title, such assignment shall be performed proportionately according to the share of joint title. The same shall apply to any other receivables that take the place of or arise otherwise regarding the Goods Subject to Retention of Title, including, but not limited to, insurance claims or claims from tort in case of loss or destruction. The Supplier shall irrevocably authorise the orderer to collect in the orderer’s own name the receivables assigned to the Supplier. The Supplier may revoke this collection authorisation only in case of realisation.

7. If third parties access the Goods Subject to Retention of Title, especially by attachment, the orderer shall make them aware of the Supplier’s title without delay and shall inform the Supplier thereof to enable enforcement of the Supplier’s titles. Where the third party is unable to reimburse the Supplier for the judicial or extrajudicial costs arising in this context, the orderer shall be liable towards the Supplier for same.

8. The Supplier shall release the Goods Subject to Retention of Title as well as any items or receivables taking their place to the extent that their value exceeds the amount of the secured receivables by more than 10%. It shall be for the Supplier to select the objects to be released thereafter.

9. If the Supplier withdraws from the contract (case of realisation) due to any repudiatory conduct by the orderer, especially default of payment, the Supplier shall be entitled to demand surrender of the Goods Subject to Retention of Title.


Sect. 6 Claims for Defects

Subject to sect. 7, the Supplier shall be liable for any material and legal defects in supply to the exclusion of any further claims as follows:

 

Material Defects

1. Any parts that turn out to be defective as a result of any circumstance arising prior to the passing of risk need to be touched up or replaced free of defects at the Supplier’s option. Written notice of any establishment of such defects needs to be given to the Supplier without delay. The Supplier shall acquire title to any replaced parts.

2. Following consultation with the Supplier, the orderer has to give the Supplier the time and opportunity required to perform all touch-ups and replacement supplies deemed necessary by the Supplier; otherwise, the Supplier shall be relieved of the liability for the resultant consequences. The orderer shall have the right to remedy or to have third parties remedy the defect and to demand reimbursement of the necessary expenses from the Supplier only in urgent cases where operational safety is at risk or to avert any disproportionately serious damage, with immediate notice having to be given to the Supplier.

3. To the extent that the objection turns out to be justified, the Supplier shall bear the direct costs of any touching up or replacement supply, including shipping. In addition, the Supplier shall bear the potentially required installation and removal costs, where this was covered by the original service, as well as the costs of any required provision of the necessary labour, where appropriate, including travel costs, unless this results in any disproportionate burden for the Supplier.

4. The orderer shall have the right to withdraw from the contract under the statutory regulations if the Supplier allows to expire to no avail any reasonable deadline set to the Supplier to perform touch-up or replacement supply on account of any material defect with due regard to the statutory exceptional cases. If the existing defect is only of a minor nature, the orderer shall merely have the right to reduce the contract price. A defect shall be deemed to be minor, in principle, if the defect is less than 10% of the value of the goods, unless there is any essential functional impairment. Otherwise, the right to reduce the contract price shall remain excluded.

5. Any further claims shall exclusively be governed by sect. 7(2) of these terms.

6. No liability shall be assumed, in particular, in the following cases: unsuitable or inappropriate use, faulty assembly or commissioning by the orderer or third parties, natural wear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless these are covered by the Supplier’s responsibility.

7. If the orderer or any third party performs any improper touch-up, the Supplier shall not be liable for the resultant consequences. The same shall apply to any changes made to the object of supply without the Supplier’s prior consent.

8. We reserve the right to make insignificant changes or changes due to technical progress to our products in construction, design or performance, which do not have a lasting effect on the function, compared to our catalogue, brochure and/or website information.


Legal Defects

9. If any use of the object of supply results in any infringement of industrial property rights or copyrights within the domestic territory, the Supplier shall, at the Supplier’s expense, basically procure for the orderer the right to further use or modify the object of supply in a manner reasonable for the orderer in such a way that the property rights are no longer infringed. Where this is impossible on commercially reasonable terms or within a reasonable deadline, the orderer shall be entitled to withdraw from the contract. The Supplier shall likewise have the right to withdraw from the contract under the stated conditions. In addition, the Supplier shall indemnify the orderer from any claims of the property right holders concerned that are uncontested or have been finally and non-appealably established. If rights are infringed by any products of other manufacturers that are supplied by the Supplier, the Supplier shall, at the Supplier’s option, assert the Supplier’s claims against the manufacturers and upstream suppliers for the orderer’s account or assign these to the orderer. In these cases, any claims against the Supplier shall exist in accordance with this sect. 6 only if the judicial enforcement of the claims set out above against the manufacturers and upstream suppliers was unsuccessful or, for example due to insolvency, is unpromising.

10. The Supplier’s obligations referred to in sect. 6(9) shall be deemed conclusive subject to sect. 7(2) for the eventuality of any property right or copyright infringement.

 

They shall exist only if

• the orderer gives notice to the Supplier of any asserted property right or copyright infringements without delay,

• the orderer assists the Supplier to a reasonable extent in defending the asserted claims or enables the Supplier to perform the modification measures under sect. 6(9),

• all defensive measures, including out-of-court settlements, remain reserved to the Supplier,

• the legal defect is not based on any instruction by the orderer and

• the infringement of rights was not caused by the fact that the orderer changed the object of supply on the orderer’s own authority and in a manner not in conformity with the contract.

11. The Supplier shall not be liable for any infringements of industrial property rights or copyrights used by the Supplier pursuant to a specification by the orderer (e.g. labelling for the customer), with the orderer comprehensively indemnifying the Supplier from all relating claims.


Sect. 7 Supplier’s Liability, Exclusion of Liability

1. If the orderer is unable to use the object of supply as per contract as a result of any culpably omitted or faulty proposals or consultations on the Supplier’s part prior to or after the conclusion of contract or due to any culpable violation of any other contractual collateral obligations, especially any instruction for operation and maintenance of the object of supply, the regulations of sect. 6 and 7(2) shall apply, with any further claims of the orderer being excluded.

2. The Supplier shall be liable for any damage not caused to the object of supply itself for any legal grounds whatsoever only

a. for wilful intent,

b. for gross negligence by the holder/bodies or executive staff members,

c. for culpable injury to life, limb or health,

d. for defects fraudulently concealed by the Supplier,

e. as part of any guarantee assurance,

f. for defects in the object of supply to the extent that the Supplier is liable pursuant to the German Product Liability Act for any personal injury or property damage to privately used objects.

 

In case of any culpable breach of essential contractual duties, the Supplier shall also be liable for gross negligence by non-executive staff members and for slight negligence, with the Supplier’s liability in the latter case being limited to the contract-typical, reasonably foreseeable damage. Essential contractual duties shall include, but not be limited to, any duties that the parties to the contract straightly want to impose on the Supplier pursuant to the content and purpose of the contract or the fulfilment of which is a prerequisite for enabling proper implementation of the contract in the first place and on compliance with which the customer/orderer regularly relies and may regularly rely. Any further claims shall be excluded.


Sect. 8 Statute of Limitations

All claims of the orderer for any legal grounds whatsoever shall be subject to a 12-month limitation period as from the statutory commencement of limitation. Any claims for damages pursuant to sect. 7(2)(a)-(f) shall be governed by the statutory periods. These shall also apply to any defects in a building and to any objects of supply that have been used for a building in accordance with the normal way they are used and have resulted in the defectiveness of the building (sect. 438(1)(2.) BGB (German Civil Code)), to any real right of a third party or any right registered in the land register (sect. 438(1)(1.) BGB) as well as in case of any statutory special regulations (e.g. sect. 444, 445b BGB).


Sect. 9 Use of Software

To the extent that any software is included in the scope of supply, the orderer shall be granted a non-exclusive right to use the supplied software, including its documentation, in the contractually compliant condition. It shall be surrendered only for use on the dedicated object of supply. Any use of the software on more than one system shall be prohibited.

The orderer may reproduce, remaster, translate or convert the software from the object code into the source code only to the extent admissible under law (sect. 69a et seqq. UrhG (German Copyright Act)). The orderer undertakes not to remove or, without the Supplier’s explicit prior consent, modify any manufacturer specifications, especially any copyright notices.

All other rights to the software and the documentations, including the copies, shall remain with the Supplier or with the software supplier. Any granting of sub-licences shall not be admissible.


Sect. 10 Cancellation of and Changes to Orders

The Supplier may demand lump-sum reimbursement of the costs of any cancellation of orders by the orderer

• after 2 days from receipt of the order: 5% of the order value, but not less than EUR 250;

• for any materials already ordered to perform the order: 50% of the order value;

• for any orders already in production: 100% of the order value.

 

Any changes to already ongoing orders shall be invoiced at cost.

 

The orderer shall retain the right to prove that the Supplier incurred no damage or less damage compared to the lump sum above. The Supplier shall be entitled to demonstrate any higher damage.


Sect. 11 Applicable Law, Place of Jurisdiction

1. All legal relationships between the Supplier and the orderer shall governed by the law of the Federal Republic of Germany, with the United Nations Convention on Contracts for the International Sale of Goods (CISG) being excluded.

2. Place of jurisdiction shall be the court having competence for the Supplier’s registered office. The Supplier shall be entitled, however, to take legal action at the orderer’s headquarters.

3. If individual provisions of these General Terms & Conditions are ineffective or are or become impracticable in whole or in part, this shall not affect the effectiveness of the remaining provisions. In such a case, the parties shall be obliged to participate in the establishment of provisions allowing to achieve an economic outcome coming as close as possible to the one of the ineffective or impracticable provision in a legally effective manner.

4. The Supplier shall process any personal data only in accordance with the statutory provisions and the Data Policy retrievable at https://single-temp.com/en/Footernavigation/Information/Privacy.

 

 

II General Terms & Conditions for Maintenance and Repair of Machines

Unless otherwise provided for in this part of the “General Terms & Conditions for the Supply of Machines and Spare Parts”, the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section shall apply, mutatis mutandis, to any maintenance and repair services to machines by SINGLE Group GmbH or its subsidiaries (hereinafter referred to as “Contractor”) towards the principal (hereinafter referred to as Customer).

Sect. 1 Contract Conclusion, Information Duties, Safety Instructions

1. Any unchallenged written order confirmation received from the Customer shall prevail for the content of the contract and the scope of repair.

2. If the object of repair has not been delivered by the Contractor, the Customer has to refer to any existing industrial property rights regarding the object; where the Contractor is not at fault, the Customer shall indemnify the Contractor from any claims of third parties from industrial property rights, where appropriate.

3. The Customer has to provide the Contractor in good time with written information about any contaminations, any residues potentially hazardous to health in the objects to be repaired as well as any transport risks and any other measures relevant for repairs that need to be taken.


Sect. 2 Unfeasible Repair

1. The services rendered to submit a cost estimate as well as the further expenditure incurred and to be proven (fault-finding time equalling working time) shall be invoiced to the Customer if the repair is unfeasible for any reasons for which the Contractor is not responsible, especially since

• the fault objected to did not occur during the inspection,

• spare parts cannot be procured,

• the Customer culpably missed the appointment agreed,

• notice of termination of the contract was given during its implementation.

 

2. The object of repair needs to be returned it to its original state against reimbursement of costs only at the Customer’s express request, unless the work performed was not required.

3. Where any repair is unfeasible, the Contractor shall not be liable for any damage to the object of repair, any breach of contractual collateral duties and any damage not caused to the object of repair itself, irrespective of the legal ground invoked by the Customer. This shall not apply to the extent that any liability exists pursuant to sect. 6 and 7 of the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section and pursuant to this sect. 9.


Sect. 3 Cost Specifications, Cost Estimate

1. Wherever possible, the anticipated repair price shall be specified to the Customer upon conclusion of the contract, failing which the Customer may set cost limits.

If the repair is unfeasible at these costs or if any performance of additional work is deemed necessary by the Contractor during the repair, the Customer’s consent needs to be obtained if the specified costs are exceeded by more than 15%.

2. Where any cost estimate with binding price rates is desired before the repair is performed, this needs to be expressly requested by the Customer. Unless otherwise agreed, such a cost estimate shall be binding only if it is submitted in writing. It needs to be remunerated. The services rendered to submit the cost estimate shall not be charged to the Customer to the extent that they can be realised in carrying out the repair.


Sect. 4 Price and Payment

1. The Contractor shall be entitled to demand a reasonable advance payment upon conclusion of the contract.

2. At the time the repair is charged, the prices for any used parts, materials and special services as well as the prices for the labour services, the travel and transport costs each need to be shown separately. If the repair is carried out based on any binding cost estimate, reference to the cost estimate shall be sufficient; only any deviations in the scope of services need to be set out separately.

3. The VAT in the respective statutory amount shall be charged additionally at the Customer’s expense.

4. Any rectification of the invoice by the Contractor, where appropriate, and any objection by the Customer must be effected in writing four weeks after receipt of the invoice at the latest.

5. The payment needs to be made without any cash discount upon acceptance and when the invoice is handed over or sent.

6. Any rights of set-off or retention shall be due to the Customer only to the extent that the Customer’s claim has been finally and non-appealably established or is uncontested.

Sect. 5 Participation and Technical Assistance by the Customer Upon Repair Outside the Contractor’s Works

1. The Customer has to support the repair staff in carrying out the repair at the Customer’s expense. The Contractor shall designate a head of repair.

2. The Customer has to take the specific measures necessary to protect any persons and items at the place of repair. Moreover, the Customer has to brief the head of repair on any existing specific safety and security regulations to the extent that these are significant for the repair staff. The Customer shall give the Contractor notice of any violations of such safety and security regulations by the repair staff. In case of serious violations, the Customer may deny access to the repair site by the offender after consultation with the head of repair.

3. The Customer shall be obliged to provide technical assistance at the Customer’s expense, especially

a) to provide the necessary qualified auxiliary staff in the number required for the repair and for the time required who have to act on the instructions of the head of repair, with the Contractor not accepting any liability for the auxiliary staff and the regulations of sect. 6 and 7 of the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section and pursuant to this sect. 9 applying, mutatis mutandis, if any defect or damage has been caused by the auxiliary staff due to any instructions of the head of repair;

b) to perform all construction, bedding and scaffolding work, including procurement of the necessary building materials;

c) to provide the required jigs and heavy tools as well as the requisites and commodities required;

d) to provide heating, lighting, operating power, water, including the connections required;

e) to provide any necessary, dry and lockable rooms to safekeep the tools of the repair staff;

f) to protect the repair site and materials against any kind of harmful influences and to clean the repair site;

g) to provide appropriate, thief-proof common rooms and working rooms (with heating, lighting, washing facilities, sanitary facility) and First Aid for the repair staff;

h) to provide the materials and to perform all other acts necessary to adjust the object of repair and to carry out any testing provided for in the contract.

4. It must be ensured by the Customer’s technical assistance that the repair can be commenced immediately after the repair staff has arrived and performed without delay up to its acceptance by the Customer. To the extent that any special plans or instructions of the Contractor are required, the Contractor shall make them available to the Customer in good time.

5. If the Customer fails to perform any own duties, the Contractor shall be entitled, but not obliged, after having set a deadline, to perform the acts incumbent upon the Customer in the Customer’s place and at the Customer’s expense. As for the rest, the Contractor’s statutory rights and claims shall remain unaffected.


Sect. 6 Transport and Insurance for Repair in the Contractor’s Works

1. Unless otherwise agreed in writing, any transport of the object of repair to and from the Customer that is carried out at the Customer’s request, including any packing and loading, where appropriate, shall be performed on the Customer’s account; otherwise, the object of repair shall be delivered by the Customer to the Contractor and, after the repair has been performed, collected by the Customer from the Contractor at the Customer’s expense.

2. The Customer shall bear the risk of transport.

3. Where requested by the Customer, the transport to and, where appropriate, any transport back from the site shall be insured against the insurable transport hazards, e.g. theft, breakage, fire, at the Customer’s expense.

4. No insurance cover shall exist during the time of repair in the Contractor’s works. The cu has to ensure that the insurance cover existing for the object of repair, e.g. regarding fire, tap water, windstorm and machine breakage insurance, is maintained in place. Insurance cover for these hazards may be arranged for only at the Customer’s express request and expense.

5. If the Customer defaults on taking over the object of repair, the Contractor may charge a warehousing fee for any warehousing in the Contractor’s works. The object of repair may also be stored otherwise at the Contractor’s discretion. Any costs and the risk of warehousing shall be borne by the Customer.


Sect. 7 Deadline for Repair, Delay in Repair

1. The information on the deadlines for repair shall be based on estimations and shall hence not be binding.

2. The Customer may not demand any agreement on a binding deadline for repair, which must be referred to as binding, until the scope of work has been clearly established.

3. The binding deadline for repair shall be deemed complied with if the object of repair is ready for being taken over by the Customer by the time it expires or, in case of any testing provided for in the contract, by the time such testing is performed.

4. Where any supplementary and extension orders are placed or any additional repair work is necessary, the agreed deadline for repair shall be extended accordingly.

5. If the repair is delayed by any measures taken as part of labour disputes, especially strike and lockout, as well as any occurrence of circumstances for which the Contractor is not at fault, the deadline for repair shall be deemed reasonably extended to the extent that such impediments are demonstrably of considerable influence on the completion of the repair.


Sect. 8 Acceptance

1. The Customer shall be obliged to accept the repair work once notice of its termination has been given to the Customer and any testing of the object of repair provided for in the contract, where appropriate, has taken place. If the repair turns out to be not in conformity with the contract, the Contractor shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the Customer’s interests or is based on any circumstance attributable to the Customer. If the existing defect is only of a non-substantial nature, the Customer may not refuse acceptance.

2. If any acceptance is delayed without the Contractor being at fault, it shall be deemed performed after two weeks have expired since notice of termination of the repair was given.

3. The Contractor’s liability for any recognisable defects shall cease to apply as from the time of acceptance, unless has reserved the right to assert any specific defect.


Sect. 9 Defects, Liability

1. Following acceptance of the repair, the Contractor shall be liable for any defects in the repair, notwithstanding paragraphs 5 and 6 and sect. 7(2) of the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section of these terms, in such a way that the Customer has to remedy the defects, with all other claims of the Customer being excluded. The Customer has to give the Contractor written notice of any established defect without delay.

2. The Contractor shall not be liable if the defect is insignificant for the Customer’s interests or is based on any circumstance attributable to the Customer. This shall apply, in particular, regarding the parts provided by the Customer.

3. If the Customer or any third party improperly carries out any changes or corrective maintenance work without the Contractor’s prior consent, the Contractor’s liability for the resultant consequences shall be repealed. The Customer shall have the right, under the statutory regulations, to remedy or to have third parties remedy the defect and to demand reimbursement of the necessary expenses from the Contractor only in urgent cases where operational safety is at risk or to avert any disproportionately serious damage, with immediate notice having to be given to the Contractor, or if the Contractor allowed to expire to no avail any reasonable deadline set to the Contractor for the remedy of defects with due regard to the statutory exceptional cases.

4. Where any objection is justified, the Contractor shall bear the direct costs arising from the remedy of defects, unless this results in any disproportionate burden for the Contractor.

5. In case that the Contractor allows to expire to no avail any reasonable deadline set to the Contractor for the remedy of defects with due regard to the statutory exceptional cases, the Customer shall have a right of price reduction under the statutory regulations. The Customer may withdraw from the contract only if the repair is demonstrably of no interest for the Customer despite the price reduction.

6. Any further claims shall exclusively be governed by sect. 7(2) of the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section of these terms.

7. As a complement to sect. 7 of the “I General Terms & Conditions for the Supply of Machines and Spare Parts“ section:

If any parts of the object of repair are damaged by fault on the Contractor’s part, the Contractor has to repair them, deliver new parts or pay compensation at the Contractor’s option. In case of slight negligence and gross negligence by non-executive staff members, the amount of the costs to be spent to that end shall be limited to the contractual price of repair. In addition, liability shall exist for any damage to the object of repair in line with sect. 7(2) of the “I General Terms & Conditions for the Supply of Machines and Spare Parts” section of these terms.


Sect. 10 Customer’s Compensation Payment

If the jigs or tools provided by the Contractor are damaged on the place of repair during any repair work carried out outside the Contractor’s works without the Contractor being at fault or get lost without the Contractor being at fault, the Customer shall be obliged to pay compensation for this damage. Any damage that is attributable to normal wear and tear shall not be taken into account.

 

Hochdorf, 01/04/2023

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