Service, assembly and repair conditions

Service, assembly and repair conditions as at 01/20
Valid from 01/06/2020

1 Scope of application

1. The Service, Installation and Repair Terms and Conditions as of 01/20 apply as a supplement and more specific special regulation to the General Terms and Conditions for all group companies of the Novoferm group of companies in Germany, as of 01/2020. The personal scope of application as of 01/01/2020 extends to the following group companies:
   
   o Novoferm Vertriebs GmbH, Schüttensteiner Str. 26, 46419 Isselburg (Reg.: AG Coesfeld HRB 12057)
   o DSS Docking Solution und Service GmbH, Springrad 4, 30419 Hannover (Reg.: AG Hannover HRB 202851)
   o Novoferm Verladetechnik und Service GmbH, Willi-Bleicher-Straße 7, (Gewerbegebiet - Im großen Tal), 52353 Düren (Reg.AG Düren HRB 2646)
   o Novoferm tormatic GmbH, Eisenhüttenweg 6, 44145 Dortmund, (Reg.: AG Dortmund HRB 14016)
   
   hereinafter summarised as NOVOFERM.
2. The Service, Installation and Repair Terms and Conditions as of 01/20 only apply to business transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Our service and work offers and all agreements with us with predominantly service and work contract content (maintenance contracts, etc.) are based exclusively on these terms and conditions. They shall be deemed to have been recognised when the order is placed or, at the latest, when the delivery is accepted. Our terms and conditions do not apply to public contracts (VOB/A, VOL/A), even if reference is made to them in the offer or parts thereof in individual cases. Any other terms and conditions of the customer shall not become part of the contract unless they are expressly accepted by us in writing. Our terms and conditions shall also apply to all future transactions.
   
3. The Service, Assembly and Repair Terms and Conditions as of 01/20 apply to all contracts for service, maintenance, assembly, repair and other ancillary services which are not merely ancillary obligations of a purchase contract. The latter are regulated conclusively in Section IV of the General Terms and Conditions. These terms and conditions apply in particular to independently established contractual relationships which contain a service (service contracts) or a performance success (work contracts). Construction contracts are excluded; for these, the individually negotiated and agreed terms and conditions of the contract apply.
   
4. The Service, Installation and Repair Terms and Conditions as of 01/20 do not apply to services and performances of NOVOFERM in connection with warranty claims, guarantee claims for NOVOFERM products, even if these are provided as a gesture of goodwill. For subsequent deliveries or spare parts deliveries, the General Terms and Conditions for all group companies of the Novoferm group of companies in Germany as of 01/2020 also apply exclusively. In all other respects, the terms and conditions of a previous contractual relationship do not apply to service and work contracts unless this has been expressly agreed.
   
5. Section I regulates the special conditions for service contracts (customer training, testing, maintenance)
   
6. Section II regulates the special conditions for repair and installation services (maintenance, repair)
   
7. Section III regulates the general conditions for all service and work contracts of the Novoferm group of companies
   

Section I Service contracts

2. customer training, instruction and other product-related services

1. The scope of services of a service contract is described in the offered service programme or in the offer texts.
   
2. NOVOFERM provides customer training, instruction and other services in connection with the transfer of expertise on NOVOFERM products on the basis of the instructions of the respective manufacturer. Technical standards, accident prevention regulations and legal framework conditions (occupational safety or fire protection regulations, etc.) are taken into account in their current state. NOVOFERM provides all services exclusively through expert personnel and will only commission vicarious agents or assistants with the service who have the required expertise.
   
3. The success of the transfer of expertise depends on the customer's recipient horizon. Only the contractual service is guaranteed. If necessary, each service can be offered repeatedly or on a recurring basis as part of a standing order on the basis of these terms and conditions. Insofar as training measures include a performance assessment and certification of successful participation, the assessment shall be carried out in accordance with the standard specifications; the passing of the training participants cannot be guaranteed.
   

3. inventories, tests and other product-related expertise

1. The inspection order is a service contract in accordance with section 2 paragraph (1). The visual inspection does not include any adjustment or maintenance work. These can be offered and commissioned in addition or subsequently.
   
2. NOVOFERM provides inventories, inspections and other product-related expertise on NOVOFERM products on the basis of the product descriptions and instructions of the respective manufacturer. Technical (product) standards, accident prevention regulations and legal framework conditions (product safety regulations, etc.) are taken into account in their current state. NOVOFERM performs all services exclusively through expert personnel and will only commission vicarious agents or assistants with the inspection who have the required expertise.
   
3. Service programmes for the UVV inspection of door/gate systems, machines and equipment in accordance with the regulations are carried out in accordance with the current guidelines of the employers' liability insurance association, including force measurement in accordance with ASR A1.7, and certified in a test report. Entries in the inspection logbook and its maintenance are the sole responsibility of the operator of the system. NOVOFERM will prepare an offer to rectify any defects found. Alternatively, a UVV inspection with included maintenance is offered in accordance with section 4 paragraph (4).
   
4. The customer/operator is and remains responsible for the condition and safety of the machinery and equipment. He is also legally obliged to keep a record of the annual inspections or an inspection log. He must ensure that all equipment intended for inspection and maintenance is freely accessible. From a working height of 4 metres, an approved and suitable working platform (scaffolding, platform) is required to carry out the work for safety reasons. This is not included in the scope of services and must be provided by the customer or procured at the customer's own expense.
   
5. NOVOFERM offers a 24/7 product service hotline via TST. The call service is available to the customer 24 hours a day, 365 days a year. The current price per minute from the landline network is stated in the price list for ancillary costs and conditions on the respective company's website; costs for mobile calls may vary. The 24/7 hotline can be reached on 0180/5251290. The after-sales service hotline of Novoferm Vertriebs GmbH in Brackenheim can be reached on 07135/89-555 during normal business hours (Mon-Thu from 7:00 am to 5:00 pm and Fri from 7:00 am to 1:00 pm). The TST service hotline can be reached during normal business hours on 02421-91580.
   

4. maintenance work (excluding repair and maintenance)

1. The maintenance contract is a contract for work. The inspection work required for maintenance and the scope of the maintenance services are described in the service programme offered or in the offer texts. Maintenance and repair measures are not included unless expressly agreed.
   
2. The conditions of Section 3 apply accordingly to the inspection work. The maintenance work is carried out on the basis of the maintenance instructions of the respective manufacturer. Technical (product) standards, accident prevention regulations and legal framework conditions (product safety regulations, etc.) are taken into account in their current state. NOVOFERM shall provide all services exclusively by expert personnel and shall only commission vicarious agents or assistants with the service who have the required expertise.
   
3. Unless otherwise agreed in the maintenance contract, lubricants required for the maintenance work will be invoiced separately as required. If additional orders are placed for maintenance or repair work that can be carried out in the course of the inspection and maintenance work, invoicing shall be based on the general terms and conditions in Section III.
   
4. The inspection and maintenance of roller doors, sectional doors, high-speed doors, barrier systems, sliding doors (ASR A1.7, BGR 232 for power-operated doors and gates), automatic doors (ASR A1.7, DIN 18650), dock levellers (BGR 233), smoke/fire doors, smoke/fire protection doors, (DIN 14677, DIBt) includes the UVV inspection including force measurement and maintenance on power-operated doors in accordance with the current guidelines of the employers' liability insurance association. The UVV inspection includes the testing of all safety devices including force measurement in accordance with ASR A1.7 using the authorised measuring devices. Maintenance includes checking all mechanical and electrical equipment (if available), checking and retensioning equalising units, aligning and adjusting door leaves. The scope of work includes the preparation of the test report and the awarding of a sticker for each system. NOVOFERM will prepare an offer to rectify any defects identified. The special obligations to co-operate in accordance with section 3 paragraph (4) apply accordingly.
   
5. Tests for fire protection closures and hold-open systems can only be carried out if the prescribed test book with the protocol of the initial commissioning (acceptance protocol) is available and the system has an initial commissioning label with system number (acceptance plate). In the case of special systems, a special authorisation - approval in individual cases - must be available. If permissible, tests that have not been carried out can be carried out at a later date for a separate charge against proof, but require prior verification of the overall situation in terms of building law and actual (building physics).
   

Section II Repair and installation work (repair and maintenance)

5 Special repair and installation conditions

1. If there are special requirements for the installation of spare parts or repair services for certain objects of performance, the customer will receive the corresponding instructions from NOVOFERM in the offer or in the accompanying letter or sent with the offer. Reference is also made to the special on-site services and the performance limits.
   
2. The pure installation order and the repair order is a contract for work and labour. If the delivery of a replacement product or a replacement part according to the offer prices of NOVOFERM is the central performance obligation of the order and the assembly or repair service is only an ancillary service to the delivery, this is a purchase contract with ancillary assembly service (cf. clause 1 paragraph (3).
   
3. The object of performance (hereinafter also referred to as the object of repair in the case of repairs) is described in our offers. Ancillary services and special services not mentioned are not part of the scope of services, unless they are ancillary services in accordance with the recognised rules of technology (e.g. relevant DIN standards), the manufacturer's specifications of the spare parts suppliers (e.g. assembly or repair instructions) or customary practice (cf. section 4.1 of the relevant DIN VOB/C), which the customer may expect even without a service description. The customer may demand all services or ancillary services required for the success of the service. NOVOFERM is authorised to make execution dependent on additional remuneration.
   
4. In the case of fire and smoke protection closures, the walls and door/gate openings must be manufactured as specified in the general building inspectorate approval and the installation instructions. The dimensional tolerances must comply with DIN 18100. In the case of smoke-tight doors and sliding doors as well as roller and sectional doors, the evenness tolerance of the floor in the threshold area must be carried out in accordance with DIN 18202 Table 3, line 4, with increased requirements. At the start of installation, all door and gate openings must be freely accessible so that our fitters can start work without waiting times.
   
5. If the installation or repair work cannot be carried out in accordance with the regulations, NOVOFERM will point out the concerns immediately after identifying the problem and, if possible, propose a legally compliant solution. NOVOFERM may not be obliged to carry out services that do not comply with the law. NOVOFERM is authorised to discontinue the services after the problem has been discovered. Any performance deadlines are suspended until the customer has made a decision.
   
6. The customer/operator is responsible for the safety of the construction site. Our specialist site management or our fitters will draw attention to known and recognised risks. If the source of danger is not eliminated immediately, the installation in the endangered installation areas must be cancelled. Any costs incurred as a result will be charged to the customer on presentation of proof.
   

Section III General Terms and Conditions

6 Scope of application

1. Unless the special conditions in Sections I and II contain more specific provisions, the following general conditions apply to all service and work contracts of the Novoferm group of companies, unless more specific provisions are contained in the offer, the letter accompanying the offer or the notes attached to the offer in accordance with Section 5 paragraph (1).
   
2. Individual agreements (negotiated conditions) always take precedence.
   

7 Agreed scope of services, object of service

1. If there is an uncontradicted written order confirmation from NOVOFERM, this shall be decisive for the content of the contract and the scope of the service, repair or installation work.
   
2. If the object of performance is not a product of NOVOFERM, the customer must draw attention to existing industrial property rights of third parties; insofar as NOVOFERM is not at fault, the customer shall indemnify NOVOFERM against any claims of third parties arising from industrial property rights.
   
3. Changes or extensions and additional equipment to the object of performance not planned or executed by NOVOFERM are only included in the scope of performance if they were notified by the customer in writing or in text form prior to submission of the offer. If they are only discovered during the execution of the contractual services, all necessary additional costs shall be borne by the customer. Any necessary interruption, rescheduling, rescheduling and renewed travelling and the associated time sequences shall be borne by the customer and shall be invoiced on proof. If the service becomes impracticable, inspection fees shall not be credited; otherwise, Section 8 shall apply.
   

8. unfeasible service

1. The services rendered for the submission of a cost estimate or offer as well as the further expenses incurred and to be documented (troubleshooting time is working time) shall be invoiced to the customer if the service cannot be performed for reasons for which NOVOFERM is not responsible, in particular because:
   
   o the fault complained of did not occur during the inspection
   o spare parts cannot be procured
   o the service may not be performed for legal reasons
   o the service cannot be performed for technical reasons
   o the contract has been cancelled during performance for economic or other reasons within the customer's sphere of risk (free client cancellation).
   
2. NOVOFERM will invoice the partial services rendered. Spare parts already ordered for the customer will, at the customer's request, either be delivered and invoiced or, if possible, cancelled or recycled, the proceeds of which will be offset against the purchase price for the spare parts or credited. NOVOFERM shall only charge a cancellation fee for partial services not rendered in cases of a culpable breach of duty by the customer which has become causal for the non-feasibility of the service.
   
3. The item to be repaired need only be restored to its original condition at the express request of the customer against reimbursement of the costs if and insofar as this is legally permissible, unless the partial services performed were not necessary in order to recognise the impracticability of the service. NOVOFERM will not charge for partial services not required in this sense and the restoration of the original condition, insofar as possible and permissible.
   
4. If the repair cannot be carried out, NOVOFERM shall not be liable for damage to the item to be repaired. Otherwise, paragraph 19 shall apply.
   

9. no cost estimate, limits of liability for offer prices

1. In business transactions with entrepreneurs, NOVOFERM does not prepare cost estimates, but non-binding offers.
   
2. As far as possible, the customer will be given a detailed estimate of the installation or repair price upon conclusion of the contract, broken down into the price for the service (lump sums, hourly or daily rates, etc.), required materials, aids and spare parts (unit prices, purchase prices, etc.), prices for the work (lump sums, unit prices, hourly wages, etc.), travelling costs, allowances and other expenses to be reimbursed. In order to prepare a detailed offer, an inspection of the place of performance and an examination of the object of performance are required, which entail considerable costs for NOVOFERM. At the customer's request, NOVOFERM will carry out this service against proof of hours worked (cf. clause 12). A binding offer for the customer order can be submitted on this basis. NOVOFERM will state in the binding offer whether or to what extent the offer costs will be credited when the order is placed. NOVOFERM is entitled to all property rights and copyrights to the offer and the files or documents and planning documents produced for the offer. The customer only receives a right of use after full payment of the remuneration.
   
3. If flat-rate prices are stated in the quotation items (e.g. flat-rate inspection fees, unit prices, daily rates, flat-rate delivery costs, etc.), the prices for the service described are conclusively binding. The same applies to the stated spare parts prices and unit prices for the service described. Prices shall only be adjusted or changed in the event of changes in performance, difficulties and other factors that are not known at the time of submission of the quotation but are significant for the calculation. Working, preparation or waiting times for admission checks, safety training or instruction by the customer or operator/owner of the object of performance, island locations pursuant to Clause 11 paragraph (5) or other access or labour difficulties within the meaning of paragraph (5) are also not calculated, unless the difficulties communicated by the customer are expressly described in NOVOFERM's offer.
   
4. Unless otherwise agreed (e.g. fixed prices with a fixed price period), both contracting parties reserve the right to change prices if purchase prices, wages, transport costs, tax rates or other cost factors change by more than 5% between the price agreement and the execution of the order and the specific change was not foreseeable when the contract was concluded. The burden of proof lies with the party making the adjustment claim. The claim can be asserted at the earliest 4 months after conclusion of the contract.
   
5. The bindingly agreed prices assume that the service can be performed in one go without hindrance or difficulty (cf. Section 14 f.). Waiting times and costs for additional journeys or overnight stays at the place of performance, which arise due to the customer's failure to fulfil or delay in fulfilling its duties to cooperate and obligations, missing or delayed on-site services or for other reasons for which NOVOFERM is not responsible, shall be charged additionally. This shall also apply in the event of an interruption of the work for which the customer is responsible and which makes it necessary for the vicarious agents to leave the place of performance. Without express written agreement, the customer may not demand remuneration or deductions from the agreed purchase price or remuneration for its own co-operation in the provision of services.
   
6. If the scope of services in the offer cannot be reliably calculated in full, in individual items or partial services of individual items without further investigations (cf. paragraph (2)), NOVOFERM offers the service on the basis of the working time ultimately required for this (hourly wage, equipment deployment times, etc.). The work will then be performed on proof (cf. clause 12) and invoiced according to the general remuneration rates on an hourly wage basis (clause 10). If price or time details are provided in such items, the details are non-binding forecasts based on experience and have no binding effect in the sense of a price agreement.
   

10. remuneration on an hourly wage basis

1. Unless otherwise agreed, all services and work shall be invoiced on the basis of time and other expenses. If billing is based on time spent, 1/10th of an hour (six minutes) shall be specified as the billing interval for partial hours.
   
2. Working hours
   Billing is based on the agreed hourly rates. If an hourly rate has not been agreed, the general hourly rate of NOVOFERM valid at the time the service is provided will be charged.
   The rates valid at the time the contract is concluded apply, the current amount of which and the surcharges for overtime, night, weekend and public holiday work are published in our price list for ancillary costs and conditions on the company's website.
   In addition, we shall charge the usual allowance for expenses per fitter and day, the current amount of which we shall specify in relation to the actual duration of the absence of the fitters deployed for the customer in our price list for ancillary costs and conditions on the company's respective website. In the case of absences requiring overnight accommodation, the overnight accommodation costs of the fitters for suitable accommodation shall also be reimbursed on presentation of proof.
   
3. Substances and materials
   Unless a lump sum has been agreed, the substances (e.g. lubricants) or materials (e.g. material carried in the service vehicle, wear parts or small parts) required for the service but not specified with binding prices in the offer shall be invoiced according to the quantity actually required at the prices of NOVOFERM applicable at the time the services are performed. The delivery of spare parts labelled with binding purchase prices in the offer or the order confirmation is not subject to this regulation. The General Terms and Conditions for all group companies of the Novoferm group of companies in Germany as of 01/2020 apply to the delivery of spare parts (see section 1 paragraph (4).
   
4. Plant, machinery and equipment
   The necessary use of NOVOFERM's own inspection and test equipment, machinery and equipment will be invoiced at the agreed hourly rates in accordance with the time actually required at the prices applicable at the time the service is performed. If a price has not been agreed, the customary and appropriate billing shall be based on comparable prices for the rental.
   
5. External services
   If, after consultation with the customer, external services are used for the provision of the service, which are purchased by the customer or charged on by NOVOFERM on the basis of cost price, the purchase price plus a reasonable percentage surcharge for general costs on the net purchase prices will be charged, the current amount of which we will announce in the price list for ancillary costs and conditions on the respective website of the company concerned.
   

11. travelling costs, distance to the place of performance

1. Travelling time/travel time is working time in accordance with clause 10 paragraph (2). Travelling time is determined by the distance to the place of performance, time and traffic conditions. The travelling time depends on flight/travel schedules and the services offered by the passenger carrier.
   
2. NOVOFERM shall select the vicarious agent suitable for the service at its own discretion, taking into account the interests of the customer (Section 315 III BGB). NOVOFERM maintains a Germany-wide network of vicarious agents with its own service companies and their locations, with NOVOFERM contract fitters and service partners. The journey is made either from the location of the vicarious agent selected or agreed for the order or from an upstream service location, as is the return journey. The scheduling of the fitters depends on various criteria. When making the selection, particular consideration is given to the expertise of the vicarious agent for the object of performance concerned (product expertise), its availability and suitability for the circumstances of the type of assignment (e.g. emergency assignments), circumstances and scope of the contractual performance (number of service employees required), e.g. for long-term construction sites or special constructions. Regional particularities such as area coverage (e.g. in structurally weak areas) may also require additional travelling distances. The number of service employees to be dispatched also depends on statutory regulations on occupational safety and the guidelines of the employers' liability insurance associations (accident prevention regulations). Depending on the situation and the customer's requirements, the journey can be made with several fitters in one vehicle or with several fitters in different vehicles from different locations. The installation dispatcher makes the selection decision after the order has been placed and all technical questions have been clarified, usually 14 days before the planned start of the service. If the customer attaches particular importance to the use of certain vicarious agents, this must be communicated at the time the order is placed or subsequently agreed when the additional costs and performance time risks caused by the request are assumed.
   
3. Travel costs with assembly/service vehicles are calculated on the basis of the kilometres driven for the customer for each vehicle at a flat rate per kilometre, the current amount of which we announce in the price list for ancillary costs and conditions on the respective website of the company concerned. Any parking costs incurred will be charged according to actual expenditure.
   
4. Travel expenses will be reimbursed to a reasonable extent (flight: economy, train: 2nd class, seat reservation) upon presentation of proof.
   
5. Destinations with island or mountain locations without direct road access lead to additional time and logistical expenses. Following agreement on the additional expense, NOVOFERM will invoice the customer for the additional expense at its own cost, plus processing costs of 25% of the additional costs (ferry for assembly/service vehicle and fitters, helicopter transport, etc.). All islands that have a direct bridge connection to the mainland are not considered island locations (Fehmarn, Poel, Rügen, Usedom, Zingst), where the travelling and travel costs for the national mainland apply.
   

12. proof of performance, burden of proof

1. At the request of NOVOFERM, the customer must certify the hours worked on the activity reports (reports) on a daily basis, but at the latest after completion of the work.
   
2. Activity reports signed by the customer without reservation are, in principle, incontestable billing bases for the customer with regard to the travel and service times, substances and materials reported. If a vicarious agent (e.g. site manager) or assistant (e.g. facility manager) signs the report without being authorised to represent the customer, the customer must provide evidence that the reported content is not correct.
   
3. Unsigned activity reports are sent to the customer with the invoice. If the customer does not object to the reported content within one month of receipt, the customer must provide evidence that the reported content is incorrect.
   

13 Billing and payment, default of payment and legal consequences

1. The customer must ensure that NOVOFERM is informed of the desired billing address (if different from the order address) in good time. If subsequent invoice corrections become necessary, the correction and its duration shall have no effect on the due date (cf. clause 13 paragraph (4)) or on any delay in payment that has already occurred. NOVOFERM charges reasonable processing fees for the internal processing costs, the current amount of which is stated in our price list for ancillary costs and conditions on the respective company's website. Both contracting parties reserve the right to provide evidence of higher or lower damages.
   
2. The services shall generally be invoiced after performance of the service (service contract) or acceptance (contract for work). However, NOVOFERM is entitled to demand appropriate weekly instalments in accordance with the progress of the service. This also applies to the use of plant, machinery and equipment during the invoicing period, as well as to materials processed and delivered during the invoicing period and substances used for the provision of services. The General Terms and Conditions for all Novoferm Group companies in Germany as of 01/2020 apply to the delivery of spare parts (see section 1 paragraph (4)). If the installation of delivered spare parts is included in the scope of services of a contract for work and labour, the parts price and delivery costs shall be invoiced upon occurrence of the delay in cooperation or after installation of the spare part.
   
3. For new customers, NOVOFERM claims the right to demand advance payment or appropriate advance payment for the first two orders. A corresponding reference is made in the relevant new customer offers.
   
4. All invoices are due for payment immediately upon receipt without any deductions.
   
5. NOVOFERM is entitled to demand an appropriate advance payment on the remuneration if the customer's creditworthiness is not sufficiently confirmed when the contract is concluded.
   
6. If the agreed net payment target is exceeded by more than 10 days, we are entitled, without prejudice to our other statutory claims, to charge default interest at a rate of 9 percentage points above the respective base interest rate, but at least 12 % p.a. Proof of lower or higher damages caused by default is permissible.
   
7. Any rebates, bonuses and other benefits granted shall lapse for all deliveries and services affected by the default in payment. Discounts granted shall be cancelled in their entirety.
   
8. Incoming instalments or payments without a payment term shall be credited first against any interest claims and then against the oldest arrears after default of payment has occurred.
   
9. If the customer is in arrears with due payments or if we become aware of circumstances that give rise to justified doubts about the customer's solvency or creditworthiness, we shall be entitled, irrespective of previously agreed terms of payment, to demand either reasonable advance payment or the provision of security at our discretion. In case of doubt, payments which are accepted as cash transactions in insolvency proceedings or which are regarded as not contestable shall be regarded as appropriate. If this demand is not met, we shall also have the right to refuse further fulfilment of the contract after expiry of a reasonable period and to demand compensation instead of consideration.
   

14 Special obligations of the customer to co-operate, hindrance to performance

1. The customer must support the personnel providing the service in carrying out the services on the customer's premises at his own expense.
   
2. The customer must take the necessary measures to protect persons and property at the workplace. The customer must inform the person in charge of the work commissioned by NOVOFERM about existing special safety regulations, insofar as these are of significance for the personnel. He shall inform NOVOFERM immediately of any breaches of such safety regulations by the personnel. In the event of serious violations, he may, in agreement with the head of the work, refuse the offender access to the work site.
   
3. He must ensure unhindered access to the object of performance in good time at his own expense, remove any existing covers and provide safe workplaces at the place of performance that comply with the occupational health and safety regulations so that NOVOFERM can start performing the work without delay and carry out the work in one go without interruptions or disruptions. For the duration of the work, the work area cannot be used by the customer for any other purpose. NOVOFERM shall notify the customer immediately of any obstructions; the customer is obliged to inform NOVOFERM immediately after the obstruction has been removed. For the duration of the notified obstruction, the customer shall bear the risk and danger for the object of performance.
   
4. If NOVOFERM is not responsible for the hindrance or interruption, the customer shall bear all necessary additional costs. Waiting times, costs of a new journey/travel, as well as all other expenses caused by the hindrance or interruption (e.g. costs of storage of spare parts) will be charged on proof.
   

15 Customer services, technical support

1. The customer is obliged to create the agreed conditions for the provision of services at his own expense. NOVOFERM shall specify the conditions required for the unhindered provision of services in its offers. The following conditions form the basis for the calculation of NOVOFERM's service remuneration. In the event of non-fulfilment by the customer, reimbursable additional costs or hindrances within the meaning of clause 14 paragraph (4) arise:
   
   • A suitable parking space for the technician's vehicle that can be reached quickly from the place of use must be made available; any costs incurred (e.g. parking fees) will be charged to the customer when the invoice is issued.
   • When the object of performance is delivered by NOVOFERM, the customer must ensure that there is an unloading facility near the building, if necessary accessible by articulated lorry (40 t).
   • In order to be able to carry out the transport and installation without hindrance, the customer must provide a building access and transport route to the installation site that is dimensioned according to the size of the object of performance. For transport, a ground-level, drivable access to and within the building as well as a correspondingly drivable option to the individual floors is required. On both sides of the installation opening, the customer must provide fixed standing areas of an appropriate size.
   • The customer must provide a lockable room/container in the building or in the immediate vicinity of the place of performance, protected from the weather, for the storage of the object of performance.
   • Suitable lifting gear and scaffolding must be procured by the customer and kept available for the duration of the performance of the service.
   • The customer shall prepare a level, stable and offset-free working surface. Ladders, equipment and lifting platforms must be stable.
   • The place of performance must be well lit, tidy, dry and, if necessary for the work, heated. First aid for the installation personnel and suitable recreation rooms with washing facilities and sanitary facilities (WC) must be provided by the customer.
   • Power connections for assembly equipment or machines must be provided in the immediate vicinity of the place of performance. The customer shall bear the costs for the necessary connections and electricity consumption.
   • If required for the service, a water or compressed air connection must be provided in the immediate vicinity of the place of performance. The costs for the necessary connections and consumption shall be borne by the customer.
   • Provision of waste containers and rubble containers in the vicinity of the place of performance, into which NOVOFERM can deposit packaging material or building rubble.
   • Disposal of the removed and defective parts and the rubble shall be carried out by the customer, unless otherwise agreed
     
2. The customer is obliged to provide technical assistance, in particular to:
   
   • Provide the necessary suitable skilled and unskilled labour in the number required for the work and for the time required; the unskilled labour must follow the instructions of the installation manager. NOVOFERM accepts no liability for the auxiliary staff. However, if the error of the assistant is directly due to incorrect instructions from the installation manager, NOVOFERM shall be liable and shall provide the same warranty as for its own installation personnel.
   • NOVOFERM shall provide all ancillary services and special services not included in the scope of the order, including the procurement of the necessary building materials. Unless otherwise agreed, the service does not include any chiselling and breaking work or any bricklaying, plastering, concreting, sealing or grouting work. Preparatory work (e.g. electrical wiring, substructures, measurement of metre cracks in the immediate vicinity of the place of performance, etc.) and subsequent trades (finishing plastering, painting, tinsmith work, etc.) are also not included in the scope of performance unless expressly agreed.
   • Cleaning of the object of performance and the place of performance.
   • Provision of materials and performance of all other actions necessary for the commissioning of the object of performance and for the execution of contractually agreed ancillary services.
   • Provision of the suitable and authorised personnel required for handover, commissioning, instruction and acceptance, immediately after completion of the work by NOVOFERM.
     
3. The customer's technical assistance must ensure that the installation can be started immediately after the arrival of the installation personnel and can be carried out without delay until acceptance by the customer. If additional information, special plans or instructions are required, NOVOFERM shall make them available to the customer in good time.
   
4. If the customer fails to fulfil his obligations, NOVOFERM shall be entitled, but not obliged, after setting a deadline, to carry out the actions incumbent on the customer in his place and at his expense.
   
5. If the customer's failure to co-operate or delay in co-operating results in additional costs (e.g. assembly personnel waiting idly, machines and equipment that cannot be used, etc.), NOVOFERM will immediately draw attention to this circumstance. The customer must pay for the additional expenses caused by the hindrance and issue instructions as to whether the work is to be cancelled, interrupted or resumed after a waiting period.
   

16 Performance period, delay in performance

1. The information on performance deadlines is based on experience and estimates and is therefore not binding. The customer may only demand the agreement of a binding performance deadline, which must be expressly designated as "binding" or "fixed" in the contract, once the scope of the work has been precisely determined.
   
2. The performance deadline shall be deemed to have been met if the service is ready for acceptance by the customer by the time it expires or, in the case of contractually agreed testing of the object of performance, if the service is ready for acceptance.
   
3. If the performance is delayed due to the occurrence of circumstances for which NOVOFERM is not responsible, the performance period shall be reasonably extended insofar as such obstacles can be proven to have an influence on the completion of the performance.
   
4. In the case of additional and extension orders placed at a later date or in the case of necessary additional work, the agreed performance period shall be extended accordingly.
   
5. If the work is interrupted at the customer's request for a period of more than one month, NOVOFERM may invoice the services rendered up to that point (also in the form of a partial final invoice).
   
6. Each time services are resumed after interruptions for which NOVOFERM is not responsible, the new service period must be planned, scheduled and agreed again. It is the customer's responsibility to request the resumption of the service in good time.
   
7. In all cases of a statutory right of cancellation, the customer undertakes, at NOVOFERM's request, to declare within a reasonable period of time whether it will exercise its right of cancellation. As long as NOVOFERM has not received the declaration of cancellation, the customer's obligation to accept the goods remains in force.
   

17 Acceptance, transfer of the risk of performance

1. The customer is obliged to accept the work performance as soon as he has been notified of its completion and any contractually agreed testing of the processed object has taken place. If the service proves not to be in accordance with the contract, NOVOFERM shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the customer or is based on a circumstance attributable to the customer. If there is a minor defect, the customer may not refuse acceptance.
   
2. The handover, any necessary commissioning or instruction and the acceptance of the work shall take place immediately after completion of the work, unless otherwise agreed. If an additional date becomes necessary for reasons for which NOVOFERM is not responsible, the customer shall bear the costs for the additional date, including travelling expenses.
   
3. If acceptance is delayed through no fault of NOVOFERM, acceptance shall be deemed to have taken place two weeks after notification of completion of the service. § Section 640 (2) BGB remains unaffected.
   
4. Upon acceptance, NOVOFERM's liability for recognisable defects shall lapse, unless the customer has reserved the right to assert a specific defect. The risk of performance shall pass to the customer upon handover.
   
5. At the express request of NOVOFERM, an acceptance report must be drawn up on acceptance of services, in which in particular all defects whose assertion the customer reserves the right to assert must be recorded. The acceptance report must be signed by the representatives of both contracting parties.
   

18. claims for defects

1. After acceptance of the service, NOVOFERM shall be liable for defects in the service to the exclusion of all other claims of the customer, notwithstanding paragraph (6) and clause 19, in such a way that the customer must remedy the defects. The customer must immediately notify NOVOFERM in writing of any defect found. For the elimination of a defect in an object of performance, the latter shall be made available for a reasonable period of time if necessary.
   
2. NOVOFERM shall not be liable if the defect is insignificant for the interests of the customer or is based on a circumstance attributable to the customer. This applies in particular with regard to parts provided by the customer or cooperation on the part of the customer pursuant to Clause 14 or services pursuant to Clause 15.
   
3. NOVOFERM shall not be liable for the consequences of any improper modifications or repair work carried out by the customer or third parties without the prior authorisation of NOVOFERM.
   
4. Only in urgent cases where operational safety is jeopardised and to prevent disproportionately large damage, in which case NOVOFERM must be notified immediately, or if NOVOFERM - taking into account the statutory exceptions - has allowed a reasonable deadline set for it to remedy the defect to expire without success, does the customer have the right, 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 NOVOFERM.
   
5. If a spare part supplied by NOVOFERM is damaged through the fault of NOVOFERM during the provision of the service, it will, at our discretion, be repaired at our expense or supplied and installed again.
   
6. NOVOFERM shall bear the direct costs arising from the rectification of defects, including the costs of the replacement part, including dispatch, insofar as the complaint proves to be justified. The customer shall also bear the costs of removal and installation as well as the costs of any necessary provision of fitters and assistants, including travelling expenses, provided that this does not result in a disproportionate burden.
   
7. If NOVOFERM - taking into account the statutory exceptions - allows a reasonable deadline set for it to rectify the defect to elapse fruitlessly, the customer has the right to reduce the price within the framework of the statutory provisions. The customer may only withdraw from the contract if the service is demonstrably of no interest to the customer despite the reduction.
   
8. Further claims shall be determined exclusively in accordance with paragraph 19 of these terms and conditions.
   

19 Liability, exclusion of liability

1. NOVOFERM shall only be liable for damage that has not occurred to the object of performance itself - for whatever legal reasons:
   
   • in the event of intent
   • in the event of gross negligence on the part of the executive bodies or executive employees
   • in the event of culpable injury to life, limb or health
   • in the event of defects that NOVOFERM has fraudulently concealed
   • within the scope of a guarantee promise
   • insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used objects.
     
2. In the event of culpable breach of material contractual obligations, NOVOFERM shall also be liable in the event of gross negligence on the part of non-executive employees and, in the event of negligence, limited to reasonably foreseeable damage typical of the contract.
   
3. Damages arising from loss of production or disruption, downtime costs, loss of profit or contractual penalties promised to third parties which have been incurred or forfeited by the customer or its customer as a result of the service or subsequent fulfilment will only be compensated if a binding or fixed performance deadline was agreed and the customer has pointed out the specific damages and costs that are imminent if the deadline is exceeded when the completion date was agreed.
   
4. Further claims are excluded.
   

20. limitation period
All claims of the customer - with the following exceptions - are subject to a limitation period of 12 months. The statutory limitation periods shall apply to claims for damages pursuant to clause 19 paragraph (1). If NOVOFERM provides the service on a building and this causes its defectiveness, the statutory periods shall also apply.

21 Retention of title, extended right of lien

1. NOVOFERM retains title to all accessories, spare parts and replacement units used until receipt of all remuneration payments under the contract for work and services.
   
2. NOVOFERM is entitled to a right of lien on the customer's object of performance that has come into its possession on the basis of the contract due to its claim arising from the contract for work. The right of lien can also be asserted for claims arising from work carried out earlier, deliveries of spare parts and other services, insofar as they are connected with the object of performance. The right of lien shall only apply to other claims arising from the business relationship insofar as these are undisputed or legally binding.
   

22. compensation by the customer
If the materials, equipment or tools provided by NOVOFERM are damaged or lost at the customer's premises through no fault of NOVOFERM, the customer shall be obliged to compensate for such damage. Damage attributable to normal wear and tear shall not be taken into account.

23. no power of representation of NOVOFERM fitters
The fitters are not authorised to make legally binding declarations on behalf of NOVOFERM. The service and customer service departments of NOVOFERM or the respective project manager are exclusively responsible for the execution of the contract and the submission of legally binding declarations.

24. privacy policy
We would like to point out that NOVOFERM processes data on business transactions and reserves the right to transmit the data required to obtain credit insurance to the insurance provider. The joint data protection declaration of the NOVOFERM group of companies is published on all NOVOFERM websites.

25 Place of payment, place of jurisdiction

1. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of fulfilment for the customer's contractual obligations towards
   
   • Novoferm Vertriebs GmbH whose registered office is in D-46419 Isselburg-Werth
   • DSS Docking Solution und Service GmbH whose registered office is in D-30419 Hanover
   • Novoferm Verladetechnik und Service GmbH whose registered office is in D-52353 Düren
   • Novoferm tormatic GmbH whose registered office is in D-44145 Dortmund.
     
2. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of fulfilment for the customer's contractual obligations towards
   is
   • Novoferm Vertriebs GmbH D-46419 Isselburg-Werth (AG Bocholt)
   • DSS Docking Solution und Service GmbH D-30175 Hanover (AG Hanover)
   • Novoferm Verladetechnik und Service GmbH D-52353 Düren (AG Düren)
   • Novoferm tormatic GmbH D-44145 Dortmund (AG Dortmund)
     
     This applies accordingly to legal proceedings against the customer. However, NOVOFERM is also entitled, at its discretion, to take legal action at the customer's place of business.
     

37 Validity, replacement of old conditions

1. Should any of the above provisions be invalid, partially invalid or excluded by an individual special agreement, this shall not affect the validity of the remaining provisions.
   
2. The above conditions replace all service contract conditions of the NOVOFERM Group companies named in paragraph 1 and apply to all contracts concluded from 01.04.2020 .
   

Isselburg-Werth, March 2020
The management