Terms & Conditions
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Guidelines for Contractors on Health and Safety and Environmental Protection (Contractor Guidelines). The following provisions set out the minimum requirements regarding health and safety measures and environmental protection for all work carried out by personnel of contractors. This guideline is addressed to all responsible persons within contractors, such as site managers and installation supervisors. It applies exclusively to work carried out by contractors or external firms under contracts for services and is to be regarded as an integral part of the concluded contract.
Guidelines for safe loading and unloading
Due to statutory requirements regarding load securing and for health and safety reasons, it is essential that instructions for safe loading and unloading are drawn up and followed.
GENERAL TERMS AND CONDITIONS OF PURCHASE SAUERESSIG
1. Saueressig GmbH (hereinafter referred to as ‘SAUERESSIG’) shall only enter into contracts with entrepreneurs (Section 14 of the German Civil Code (BGB)), legal entities under public law or special funds under public law (hereinafter referred to as ‘Contracting Parties’) for the supply of goods and services by the Contracting Party to SAUERESSIG, of which the following General Terms and Conditions of Purchase shall form an integral part.
Individual contractual agreements shall always take precedence over these General Terms and Conditions of Purchase.
2. The general terms and conditions of our contractual partner or any third party shall not form part of any contract with SAUERESSIG, unless we expressly agree to their applicability.
3. The place of performance for all deliveries and services arising from contracts with us is the registered office of SAUERESSIG.
4. We reserve ownership and copyright in the drawings, illustrations, calculations, descriptions and other documents provided by us. Our contractual partner may not make these documents available to third parties, nor may they use or reproduce them themselves or through third parties, without our consent. Our contractual partner must return these documents to us upon our request if they are no longer required or if negotiations do not result in the conclusion of a contract. Any copies made by the contractual partner must be destroyed, unless there are statutory retention obligations.
5. Tools, jigs, models, etc., which we make available to our contractual partner or which are manufactured for the purposes of the contract and for which the contractual partner charges us separately, shall remain our property or shall become our property. The contractual partner must mark them as our property, store them with due care, protect them against damage and use them solely for the purposes of the contract. Upon request, the contractual partner is obliged to return the items to us in good condition if they are no longer required for the performance of the contracts concluded with us.
6. Our contracting party may only accept our offers (orders) within one week of the date of the order. The date on which we receive the acceptance (order confirmation) shall be decisive for determining whether the offer has been accepted by our contracting party in good time. The contracting party shall notify us of any obvious errors (e.g. clerical or calculation errors) and omissions in the orders (including any accompanying documents) prior to acceptance.
7. We are entitled to amend the agreed service by giving notice to our contractual partner, subject to the following conditions:
- We will give reasonable notice of our decision, but in any event at least five working days before the agreed time of performance.
- The amended service can be provided as part of our contractual partner’s normal business operations without any significant additional effort.
- The agreed service period is extended by the period required to make the change to the service.
- We shall reimburse our contractual partner for the costs incurred as a result of the change, which must be itemised separately.
Our contractual partner shall notify us of the expected costs or any change to the performance period without delay upon receipt of the notice of amendment.
8. We are entitled to withdraw from the contract if we no longer have any interest in the service for reasons that arose after the contract was concluded and for which we are not liable under the contractual or statutory allocation of risk. We shall reimburse any partial services already rendered and any other expenses already incurred in connection with the performance of the contract, subject to provision of evidence.
9. The prices stated in our orders are binding. The prices also include packaging and delivery of the goods to the place of performance specified in the contract, as well as (where applicable) their installation. At our request, our contractual partner shall take back the packaging at its own expense.
10. All order confirmations, delivery documents and invoices issued by our contractual partner must state our order number, the item number, the quantity to be delivered and the delivery address.
11. Our contracting party is not entitled to provide partial performance. Nor is the contracting party entitled, without our prior consent, to have the performance it is obliged to provide carried out by third parties (e.g. subcontractors).
12. The performance deadline specified by us in the contracts or purchase orders is binding. Our contractual partner shall inform us immediately if it is foreseeable that the performance deadline cannot be met. The contractual partner shall bear the procurement risk for its services, unless otherwise agreed (e.g. delivery of an item in stock).
13. If the time for performance is determined by the calendar (delivery date or delivery period), our contractual partner shall be in default at the end of that day, without the need for a reminder from us. However, we may only claim damages in lieu of performance once we have set the contractual partner a reasonable deadline for performance, which has passed without result.
14. We are entitled to claim a contractual penalty from our contractual partner amounting to 1 per cent for each calendar week or part thereof of delay, up to a maximum of 5 per cent of the respective net order value. The contractual penalty shall be set off against the loss caused by the delay to be compensated by the contracting party as minimum damages and may be claimed against the contracting party’s invoice until payment is made.
15. Even where delivery has been agreed, risk shall not pass to us until the goods have been handed over to us at the agreed place of performance. Where acceptance has been agreed, this shall determine the point at which risk passes.
16. With regard to our claims arising from material defects and defects of title, the statutory provisions shall apply subject to the following conditions:
Our obligation to inspect is limited to defects that become apparent during an incoming goods inspection involving a visual examination, including the delivery documents, and during a quality control check carried out on a random sampling basis (e.g. transport damage, incorrect or short deliveries). Where acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an inspection is reasonable in the ordinary course of business, taking into account the circumstances of the individual case. Defects are deemed to have been notified in good time if we notify the contracting party of them within two weeks of the goods being delivered to us or of the discovery of a defect that only becomes apparent at a later date. Acceptance of the goods or approval of samples or specimens submitted does not constitute a waiver of claims for defects.
Upon receipt of our notice of defects by the contracting party, the limitation period for claims for defects shall be suspended until the contracting party refuses to remedy the defect or otherwise refuses to continue negotiations regarding our claims. Where acceptance of the service has been agreed, the limitation period for claims for defects shall commence upon acceptance.
If the contracting party fails to fulfil its obligation to remedy the defect – at our discretion, either by rectifying the defect (repair) or by supplying a defect-free item (replacement) – within a reasonable period set by us, we may remedy the defect ourselves and demand that the contracting party reimburse us for the necessary expenses or provide a corresponding advance payment. If the contractual partner’s subsequent performance has failed or is unreasonable for us (e.g. due to particular urgency, a threat to operational safety or the imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the contractual partner of such circumstances without delay, where possible before the defect is rectified.
17. The agreed remuneration is payable within 30 calendar days of full delivery and performance (including any agreed acceptance) and receipt of a valid invoice. If we pay within two weeks, the contracting party shall grant us a 3 per cent discount on the net amount of the invoice. In the case of a bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline. We shall not be liable for any delays caused by the banks involved in the payment process.
18. We are not liable for interest on arrears. We shall only be deemed to be in default following a written reminder from our contractual partner. In the event of late payment, we shall be liable for interest on arrears at a rate of five percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
19. We are entitled to rights of set-off and retention, as well as to raise the defence of non-performance of the contract, to the extent permitted by law. In particular, we are entitled to withhold payments that are due for as long as we still have claims against the contracting party arising from incomplete or defective performance.
20. Our liability for damages, insofar as it depends on fault in each case, is limited in accordance with the following provisions:
SAUERESSIG shall not be liable in the event of simple negligence on the part of its officers, legal representatives, employees or other vicarious agents, provided that this does not constitute a breach of essential contractual obligations. Essential contractual obligations are those which SAUERESSIG is specifically required to fulfil towards the contracting party in accordance with the content and purpose of the contract, or the fulfilment of which is essential for the proper performance of the contract in the first place, and on the observance of which the contracting party regularly relies and is entitled to rely. Any claim for damages arising from a slightly negligent breach of essential contractual obligations is limited to the foreseeable damage typical for this type of contract.
The above limitation of liability shall apply to the same extent in favour of SAUERESSIG’s organs, legal representatives, employees and other vicarious agents, insofar as they are personally liable.
Where we provide technical information or advice, and where such information or advice does not form part of the contractually agreed scope of services to be provided by SAUERESSIG, this shall be provided free of charge and without any liability whatsoever.
This does not affect our liability for gross negligence or wilful misconduct, or for injury to life, limb or health.
6. Our contracting party may only accept our offers (orders) within one week of the date of the order. The date on which we receive the acceptance (order confirmation) shall be decisive for determining whether the offer has been accepted by our contracting party in good time. The contracting party shall notify us of any obvious errors (e.g. clerical or calculation errors) and omissions in the orders (including any accompanying documents) prior to acceptance.
21. The contracting party’s retention of title shall apply only insofar as it relates to our payment obligation for the respective products in respect of which the contracting party retains title. Any extended or prolonged retention of title by the contracting party is not permitted.
22. The contracting party may only transfer rights and obligations arising from a contract concluded with SAUERESSIG to third parties with our written consent. This does not apply in the case of monetary claims against SAUERESSIG.
23. The law of the Federal Republic of Germany shall apply, with the exception of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts at SAUERESSIG’s registered office shall have jurisdiction over all disputes arising from contracts with us. However, we are also entitled to bring proceedings before the courts at the contracting party’s registered office.
GENERAL TERMS AND CONDITIONS OF DELIVERY, INSTALLATION AND REPAIR SAUERESSIG
1. General Terms and Conditions for Deliveries, Installation and Repairs
2. Saueressig GmbH (hereinafter referred to as ‘SAUERESSIG’) shall only enter into contracts with entrepreneurs (Section 14 of the German Civil Code (BGB)), legal entities under public law or special funds under public law (hereinafter referred to as ‘contracting parties’) for the supply of goods and services by SAUERESSIG to the contracting party, of which these General Terms and Conditions of Delivery, Installation and Repair shall form an integral part. The general terms and conditions of our Contracting Party or any third party shall not form part of contracts with SAUERESSIG.
Individual contractual agreements take precedence over these General Terms and Conditions of Supply, Installation and Repair.
3. Our quotations to the contracting party are subject to change and non-binding, unless they are expressly marked as binding or specify a particular acceptance period. We may accept orders from the contracting party within two weeks of their receipt by us. The contracting party is obliged to inform us, prior to the conclusion of the contract, of the regulations governing environmental protection and accident prevention that are valid at the place of delivery or performance and applicable in each individual case.
4. Our specifications regarding the subject-matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data), as well as our illustrations (e.g. drawings and diagrams), are only approximate, unless suitability for the purpose specified in the contract requires exact conformity. Such information and illustrations do not constitute guaranteed characteristics of the goods or services, but rather descriptions or identifications of the goods or services. Deviations customary in the trade, deviations resulting from legal requirements or constituting technical improvements, and the replacement of components with equivalent parts are permissible, provided that they do not impair the suitability of the goods or services for the purpose specified in the contract.
5. The place of performance for deliveries and services is SAUERESSIG’s registered office.
6. Any delivery and service times indicated by SAUERESSIG are approximate only, unless a binding deadline or date has been expressly agreed. Where the dispatch of goods has been agreed, time limits and dates shall refer to the time at which MTTHEWS hands over the goods to the forwarding agent, carrier or any other third party commissioned to carry out the dispatch.
7. SAUERESSIG shall not be liable for any failure to deliver or perform, or for any delays, insofar as these arise from force majeure or other events that were unforeseeable at the time the contract was concluded and for which we are not responsible (e.g. operational disruptions, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary regulatory approvals, regulatory measures, or incorrect or late delivery by suppliers). This shall also apply if such events occur after we have fallen into default. Where such events make delivery or performance substantially more difficult or impossible, and the hindrance is not merely of a temporary nature, both parties shall be entitled to withdraw from the contract. In the event of impediments of a temporary nature, the deadlines shall be extended or the dates postponed accordingly, plus a reasonable start-up period. If, as a result of such a delay, the other party can no longer reasonably be expected to accept the delivery or service, the other party may withdraw from the contract.
8. We shall be entitled to deliver or perform only on a counter-performance or security basis if, after the conclusion of the contract, it becomes apparent to us that our claim to counter-performance is at risk due to the contractual partner’s inability to perform.
9. Our prices are quoted in euros ex works, excluding packaging, VAT and other public-law charges (e.g. fees, costs for permits or customs formalities). All taxes, fees or other charges arising outside the Federal Republic of Germany shall be borne by the contracting party. The contracting party shall also, at its own expense, obtain any official authorisations required in the country of export (e.g. import licences). Where the agreed prices are based on our list prices and delivery or performance is not due to take place until more than four months after the conclusion of the contract, our list prices valid at the time of delivery or performance shall apply. Any agreed discount shall be taken into account accordingly.
9. Unsere Preise verstehen sich in Euro ab Werk, ohne Verpackung, Mehrwertsteuer und sonstige öffentlich-rechtliche Abgaben (z. B. Gebühren, Kosten für Genehmigungen oder Zollformalitäten). Alle Steuern, Gebühren oder sonstigen Abgaben, die außerhalb der Bundesrepublik Deutschland anfallen, gehen zu Lasten des Vertragspartners. Der Vertragspartner hat zudem auf eigene Kosten alle im Ausfuhrland erforderlichen behördlichen Genehmigungen (z. B. Einfuhrgenehmigungen) einzuholen. Basieren die vereinbarten Preise auf unseren Listenpreisen und soll die Lieferung oder Leistung erst mehr als vier Monate nach Vertragsabschluss erfolgen, gelten unsere zum Zeitpunkt der Lieferung oder Leistung gültigen Listenpreise. Ein vereinbarter Rabatt wird entsprechend berücksichtigt.
12. Our contractual partner must ensure that the source materials to be supplied by them (e.g. photographs, raw data, final artwork, drawings, sample documents or similar) are complete and accurate in content. Our contractual partner is liable for ensuring that the use of these source materials does not infringe the rights of third parties. Unless expressly agreed otherwise, we are under no obligation to hand over to our contractual partner the reproduction templates, transfer films, reproduction data and data carriers produced by us as preliminary work or intermediate products. We shall retain the reproduction templates, transfer films, reproduction data and data carriers, etc., produced by us for a maximum of five years. However, in view of expected technological progress, we cannot guarantee that these templates or data can be used or adapted for future deliveries or services.
13. The contracting party may only assign rights and obligations arising from a contract concluded with SAUERESSIG to third parties with our consent. This does not apply in the case of monetary claims against SAUERESSIG.
14. Our liability for damages, insofar as it depends on fault in each case, is limited in accordance with the following provisions:
SAUERESSIG shall not be liable in the event of simple negligence on the part of its officers, legal representatives, employees or other vicarious agents, provided that this does not constitute a breach of essential contractual obligations. Essential contractual obligations are those which SAUERESSIG is specifically required to fulfil towards the contracting party in accordance with the content and purpose of the contract, or the fulfilment of which is essential for the proper performance of the contract in the first place, and on the observance of which the contracting party regularly relies and is entitled to rely. Any claim for damages arising from a slightly negligent breach of essential contractual obligations is limited to the foreseeable damage typical of the contract; however, in the case of damage to property and any resulting further financial loss, such claims are limited to a maximum of the sum insured under our liability insurance, which we maintain at a level at least in line with industry standards.
The above limitation of liability shall apply to the same extent in favour of SAUERESSIG’s organs, legal representatives, employees and other vicarious agents, insofar as they are personally liable.
Where we provide technical information or advice, and where such information or advice does not form part of the contractually agreed scope of services to be provided by SAUERESSIG, this shall be provided free of charge and without any liability whatsoever.
This shall not affect our liability for gross negligence or wilful misconduct, for promised characteristics or guarantees, for injury to life, limb or health, or insofar as we are liable under mandatory statutory provisions even in the absence of fault.
15. The law of the Federal Republic of Germany shall apply, with the exception of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts at SAUERESSIG’s registered office shall have jurisdiction over all disputes arising from contracts with us. However, we are also entitled to bring proceedings before the courts at the contracting party’s registered office.
16. Terms of Delivery
The following terms and conditions of delivery apply to all deliveries of goods, in particular to the delivery of machinery and plant, as well as printing cylinders, printing plates, flexographic printing plates (flexographic printing plates, flexographic printing sleeves), embossing cylinders (embossing rollers, embossing forms) and, in general, reproduction tools, technical rollers and steel cores, as well as for all other services provided by SAUERESSIG, insofar as these (also) involve the supply of movable property.
1. The artwork supplied by the contracting party must be prepared in a form suitable for reproduction. Any additional costs arising from requests for changes made by the contracting party after work has commenced, or from additional services required because the artwork is not suitable for reproduction, shall be borne by our contracting party.
2. We shall charge additionally, on the basis of the actual cost incurred, for any necessary adjustments to the delivery to meet the contracting party’s production requirements which only become apparent upon commissioning of the goods supplied. In addition, the installation terms set out in Section III shall apply to such work.
3. Deliveries are made ex works. Any delivery period specified by us shall commence on the date of our order confirmation, but not before we have received the templates to be provided by the contracting party, nor before the contracting party has approved the proofs.
4. Risk shall pass to the contracting party at the latest upon handover of the consignment to the forwarding agent, carrier or any other third party commissioned to carry out the shipment. The start of the loading process shall be decisive. This shall also apply in the event of partial deliveries or where SAUERESSIG has undertaken other services (e.g. assembly). If dispatch or handover is delayed due to circumstances for which the contracting party is responsible, the risk shall pass to the contracting party once the delivery is ready for dispatch and we have notified the contracting party accordingly. In this case, the costs of storing and maintaining the delivery shall be borne by the contracting party. We shall only insure a consignment of goods at the express request of the contracting party and at their expense.
5. SAUERESSIG is entitled to make partial deliveries if a partial delivery is usable by the contracting party for the contractual purpose, the remaining delivery is guaranteed, and this does not result in any significant additional effort or costs for the contracting party, or if we agree to bear these costs.
6. Deliveries must be inspected immediately upon delivery to the contracting party or to a third party designated by the contracting party. Deliveries shall be deemed to have been accepted by the contracting party with regard to obvious defects or other defects that would have been detectable during an immediate and thorough inspection, unless SAUERESSIG receives a notice of defects within one week of delivery. With regard to other defects, the delivery shall be deemed to have been accepted by the contracting party if we do not receive notice of the defect within the same period following the time at which the defect becomes apparent. If the defect was already apparent to the contracting party at an earlier point in time under normal use, this earlier point in time shall be decisive for the start of the notification period. At our request, the delivery subject to complaint must be returned to SAUERESSIG carriage paid. If the notice of defect is justified, we shall reimburse the costs of the cheapest method of dispatch. This shall not apply insofar as additional costs are incurred because the delivery is located at a place other than the place of intended use.
7. In the event of material defects or defects of title, the statutory provisions shall apply, provided that we determine the nature of the remedial action (rectification of the defect or delivery of a defect-free item). Subsequent performance shall not include either the removal of the defective item or its re-installation, if we were not originally obliged to carry out the installation. Claims for defects shall lapse if the contracting party alters the delivered item or has it altered by third parties without our consent, and this renders subsequent performance impossible or unreasonably difficult; the contracting party shall bear the additional costs of subsequent performance arising from the alteration.
Claims arising from material defects and defects of title are subject to a limitation period of one year from the date of delivery. Where acceptance has been agreed, the limitation period begins upon acceptance. The contracting party may claim damages for material defects and defects of title in accordance with the provisions set out in Clause I. 13.
8. In the event of material or legal defects in third-party components which SAUERESSIG is unable to remedy for factual or legal reasons, we shall, at our discretion, either assert our rights arising from such defects against the third party on behalf of the contracting party or assign those rights to the contracting party. Claims against us in respect of such defects shall only arise if the judicial enforcement of such claims against the third party is unsuccessful or has no prospect of success. For the duration of the legal dispute, the limitation period for the contracting party’s relevant claims for defects against us shall be suspended.
9. Any supply of second-hand goods agreed with the contracting party on a case-by-case basis shall be subject to the exclusion of all claims for material defects and defects of title. The last paragraph of Clause I. 13 remains unaffected.
10. The retention of title agreed below serves to secure all current and future claims of SAUERESSIG against the contracting party (including balance claims arising from a current account relationship limited to this supply relationship).
The goods delivered by SAUERESSIG to the contracting party shall remain the property of SAUERESSIG until all secured claims have been paid in full. The goods, as well as any goods substituted for them in accordance with the following provisions and covered by the retention of title, are hereinafter referred to as ‘goods subject to retention of title’.
The contracting party shall hold the goods subject to retention of title in safekeeping for SAUERESSIG free of charge. The contracting party is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event triggering realisation (see below) occurs. However, pledging the goods or transferring ownership by way of security is not permitted.
If the goods subject to retention of title are processed by the contracting party, such processing shall be carried out in the name and on behalf of SAUERESSIG as the manufacturer; SAUERESSIG shall immediately acquire ownership or – if the processing involves materials belonging to several owners or if the value of the processed item exceeds the value of the goods subject to retention of title – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that SAUERESSIG does not acquire such ownership, the contracting party hereby assigns its future ownership or – in the aforementioned proportion – co-ownership of the newly created item to SAUERESSIG by way of security. If the goods subject to retention of title are combined with other items to form a single item or are inseparably mixed with them, and if one of the other items is to be regarded as the principal item, we shall, insofar as the principal item belongs to SAUERESSIG, transfer to the contracting party a proportionate share of the co-ownership of the single item in the aforementioned ratio.
In the event of the resale of the goods subject to retention of title, the contracting party hereby assigns to SAUERESSIG, by way of security, the resulting claim against the purchaser – in the case of SAUERESSIG’s co-ownership of the goods subject to retention of title, on a pro rata basis in accordance with its share of co-ownership. The same applies to any other claims that take the place of the goods subject to retention of title or otherwise arise in connection with such goods, such as insurance claims or claims arising from tort in the event of loss or destruction. SAUERESSIG revocably authorises the contracting party to collect the claims assigned to us in its own name. SAUERESSIG may revoke this authorisation to collect only in the event of realisation.
If third parties seek to seize the goods subject to retention of title, in particular through attachment, the contracting party shall immediately notify them of our ownership and inform SAUERESSIG thereof, in order to enable us to enforce our rights of ownership. Should the third party be unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the contracting party shall be liable to us for such costs.
We shall release the goods subject to retention of title, as well as any items or claims substituted for them, to the extent that their value exceeds the amount of the secured claims by more than 50 per cent. The choice of which items are to be released shall be at our discretion.
If SAUERESSIG withdraws from the contract due to the other party’s breach of contract – in particular, late payment – (event triggering enforcement), we are entitled to demand the return of the goods subject to retention of title.
III. Installation conditions
The following installation terms and conditions apply to the installation, for a fee, of machinery and plant supplied by us or by third parties.
1. The contracting party must take the necessary precautions to protect persons and property at the installation site. It must inform SAUERESSIG of the safety regulations to be observed at the installation site.
2. The contracting party shall provide SAUERESSIG with appropriate assistance during installation at its own expense, in particular as follows:
- The contracting party shall provide the necessary support staff (bricklayers, carpenters, metalworkers, electricians, other skilled workers, labourers, etc.). The support staff must follow the instructions of the site foreman. We accept no liability for the auxiliary workers, unless a defect or damage has been caused by the auxiliary workers as a result of instructions given by the site manager; clause I.13 applies.
- The contracting party shall carry out all the clearance, earthworks, construction, bedding and scaffolding work required for the installation and shall procure the necessary building materials. The contracting party shall secure the installation site.
- The contracting party shall provide the necessary equipment and heavy tools (e.g. lifting equipment, compressors) as well as consumables and materials (e.g. timber formwork, wedges, shims, cement, plastering and sealing materials, lubricants, fuels, cross-wiring cables).
- The contracting party shall ensure that the installation site is provided with heating, lighting, power and a water supply, including the necessary connections.
- The contracting party shall provide the necessary lockable rooms for the storage of our fitters’ tools.
- The contracting party shall provide all materials and information and shall carry out all other actions necessary for the commissioning of the machine or plant and for the performance of any testing provided for in the contract.
If the contracting party fails to fulfil its obligations, we shall be entitled, following notification to the contracting party setting a reasonable deadline, to carry out the actions for which the contracting party is responsible in its place and at its expense.
3. If a trial run of the machine or plant has been agreed, the installation deadline shall be deemed to have been met if the machine or plant is ready for the trial run within the installation period.
4. The contracting party is obliged to accept the installation as soon as it has been notified of its completion and any testing required under the contract has been successfully carried out. Acceptance may not be refused on the grounds of minor defects.
5. If the contracting party is in default of accepting the installation work, acceptance shall be deemed to have taken place twelve working days after notification of the completion of the installation (see paragraph 4 above). If the contracting party has commenced use of the installed machine or plant without acceptance, acceptance shall be deemed to have taken place six working days after the commencement of use. In such cases, the contracting party must raise any objections regarding apparent defects by the aforementioned deadlines at the latest.
6. In the event of defects in the installation work, clauses II.7. and 8. shall apply mutatis mutandis.
7. Repair Terms and Conditions
The following terms and conditions apply to all repair work carried out by SAUERESSIG or by third parties commissioned by us. These terms and conditions do not apply where repairs are carried out in connection with the contracting party’s claims for defects.
1. A quotation requested by the contracting party shall only be binding if it is provided by us in writing and designated as binding. The contracting party will be charged for the services required to provide the quotation, insofar as the repair is not carried out or such services cannot be utilised during the repair.
2. If, during the repair, it becomes apparent that the expected costs of the repair exceed the non-binding estimate and are not in an economically reasonable proportion to the current market value of the item to be repaired, we shall inform the contracting party of this without delay. The same applies to defects which we only discover during the repair and which were not previously included within the scope of the repair order.
3. In the event of a repair being interrupted for reasons beyond our control, the item will only be restored to its original condition at the express request of the contracting party, subject to reimbursement of the costs incurred as a result.
4. When calculating the cost of the repair, the prices for parts, materials and special services used, as well as the prices for labour, travel and transport costs, must be shown separately. If the repair is carried out on the basis of a binding quotation, a reference to the quotation is sufficient, provided that any deviations in the scope of work are specifically listed.
5. The repair will be carried out at our works. Whilst the repair is being carried out at our works, there is no insurance cover under our company’s insurance policies. The contracting party must therefore ensure, at its own expense, that its existing insurance cover for the item remains in force, e.g. in respect of fire, water damage, storm and machinery breakdown insurance. If we return the item at the request of our contractual partner, this shall be at their expense. Clause II.4. shall apply mutatis mutandis. If the repair is carried out at the contractual partner’s premises, the contractual partner must assist our employees in carrying out the repair at their own expense in accordance with Clause III.2.
6. With regard to deadlines, acceptance and defects in the repair work, clauses III.3 to 6 shall apply mutatis mutandis.
7. We reserve title to all spare parts used in accordance with Clause II.10. Furthermore, we are entitled to a contractor’s lien in accordance with Section 647 of the German Civil Code (BGB). If we do not act in good faith with regard to the contracting party’s title to the item being repaired, we shall have a lien on the contracting party’s rights to the item being repaired. The lien may also be asserted in respect of claims arising from work carried out previously, spare parts supplied and other services, insofar as these relate to the item being repaired. In respect of other claims arising from the business relationship, the lien shall apply only insofar as such claims are undisputed or have become final and binding.
