For use with:1.

2.

Ordering parties, who when concluding the contract are
acting in a professional capacity on a commercial or selfemployed basis (entrepreneur);
Legal persons under public law or special funds governed bypublic law.

1.

Scope of application

1.1

These General Conditions (hereinafter referred to as“Assembly Conditions”) apply to the following services fromcompanies in the Voith Group with its headquarters inGermany (hereinafter referred to as “Voith”): Assembly,
commissioning, repairs, assembly supervision andcommissioning supervision (hereinafter referred to as“Work” or “Work Performed”) within the context of supply
contracts or self-employed assembly, commissioning or
repair contracts. The General Conditions supplement theindividual agreements between the ordering party and Voith.

1.2

When the order is placed, the ordering party acknowledges
these assembly conditions and their implementation without
any reservations.

1.3

Unless a special agreement is made to the contrary, acontract is brought about when the ordering party’s order isconfirmed in writing by Voith. The written form of orderconfirmation is also considered to be satisfied, if the text form
used involves remote transmission (e.g. email or fax).

1.4

Arrangements that differ from or supplement the assembly
conditions in the individual agreements shall only apply ifthey have been signed by both parties or are confirmed in
the form set out in Article 1.3. With regard to Voith’s General
Conditions of Delivery, Article 15.3 of these Assembly
Conditions shall apply.

1.5

General conditions of the ordering party which are different
or supplement these General Assembly Conditions are notaccepted, even if Voith does not expressly contradict these.

2.

Remuneration

2.1

The work will be invoiced according to the price sheet on thebasis of time at the current charge rates in each case, unlessa flat-rate price has been expressly agreed.

2.2

Where time is used as a basis for remuneration, if theassembly personnel are unable to work as a result ofsickness or accident, the per diem payments continue to be
invoiced in accordance with the relevant price sheet.
Subsistence expenses of the assembly personnel are
deducted, in as far as these no longer apply as a result ofincapacity to work. If an immediate return to the place where
the personnel are based is necessary and possible, nofurther subsistence/per diem costs are invoiced.

2.3

Where Voith makes tools available to carry out the work,
remuneration shall be on the basis of Voith’s respective
assembly rates, which the ordering party can obtain from
Voith’s quotation or which will be communicated to theordering party upon request.

2.4

The agreed amounts do not include Value Added tax, whichmust be paid to Voith in addition at the statutory rate in each
case.

3.
Work report and invoicing
Voith General Assembly Conditions International 12/2020

3.1

Before Voith’s assembly personnel leave the site, theordering party shall hand them written confirmation of theend of the work.

3.2

The work time sheets issued by Voith shall form the basis
for the invoice. Invoicing shall be on a monthly basis or by
the end of the assembly work.

3.3

Invoices must be paid upon receipt without deductions. It is
not permissible to deduct voluntary services that have notbeen agreed with Voith. The ordering party shall only havethe right to withhold payments or offset counterclaims
against these if its counterclaims are not disputed or if nofurther legal recourse is possible against these.

3.4

If a payment by the ordering party is delayed or if this isdeferred, the ordering party shall pay interest at an annual
rate of 8% above base rate, unless the ordering party candemonstrate a lower loss by Voith.

4.

Safety at work

4.1

Voith will comply with the legally applicable regulations at theassembly location when carrying out the work. Should thestatutory regulations change between the signing of thecontract and the execution of the work, Voith has a claim to
reimbursement of any additional outlay and adjustment of
the contractual deadlines. Voith shall only observe additional
non-statutory safety and other regulations at the assembly
location, if the ordering party has made these known to Voith
as defined by Article 4.2 and these have been expressly
acknowledged by Voith in writing.
The ordering party shall in turn comply with the regulations
and orders prescribed by law, authorities and tradeassociations and, if necessary, take measures to prevent
accidents and to protect persons and Voith’s property but,as a minimum, to comply with Voith’s occupational healthand safety measures which are made known to the ordering
party (Voith HSE Standards).

4.2

It is the duty of the ordering party to instruct Voith in writing
on existing safety regulations at the assembly location andto give Voith’s assembly personnel a safety briefing on site
before starting work. Where these safety regulations require
the assembly personnel to use special protective equipment,
this must be provided to Voith’s assembly personnel.

4.3

The ordering party shall notify Voith in cases where theassembly personnel breach the occupational safety rules. In
the case of serious breaches, the ordering party can deny
the party committing the breach access to the assembly site,in agreement with Voith’s assembly manager.

4.4

If one or several safety requirements that the ordering party
needs to comply with at the assembly location are not met
and, in spite of the written notification to the ordering party,
have not been rectified within a reasonable additional timeallowed, Voith shall be entitled to cease work until the safety
defect is rectified. Furthermore, Voith shall be entitled, after
giving prior notification, to halt the deployment of employees
or withdraw assembly personnel from the assembly location
and/or terminate the contract for assembly, if the deployment
involves danger to life and limb for the employees involved.
In particular, such a case shall exist if an official agency (e.g.
Department for Foreign Affairs of the Federal Republic of
Germany) issues a warning in respect of traveling to theintended place of deployment or advises against visiting thearea. The same shall apply if the ordering party repeatedly1General conditions for assembly,
assembly supervision and repairsbreaches the obligations incumbent on it in accordance with
Article 4.2.
4.5

All costs incurred by Voith directly or indirectly as a result of
stopping or interrupting the work for reasons for which theordering party is responsible, as defined in Article 4.4, shallbe invoiced in full to the ordering party separately.

5.

Tools and aids

5.1

Unless agreed to the contrary, Voith shall provide theassembly personnel with the necessary standard tools,
including measuring devices and aids.

5.2

Should the fixtures or tools provided by Voith be damaged
at the assembly location or in the ordering party’s company
for reasons for which Voith is not to blame or if these are lostand Voith is not to blame for this, the ordering party
undertakes to replace these losses. Losses that can be
attributed to normal wear shall not be taken into account.

6.

Involvement of the ordering party

6.1

The ordering party shall support the assembly personnel inthe performance of the work in accordance with Article 7.

6.2

The ordering party undertakes to make Voith aware of
special regulations imposed by the law, authorities and otherbodies at the assembly location which relate to theperformance of the work.
The ordering party shall ensure that permissions are
obtained from the authorities so that work can be carried out
without interruption. This shall apply in particular to special
approvals, in the case of nature reserves and to special
dangerous situations. The ordering party shall bear the riskof a delay or refusal of these approvals.

6.3

The ordering party shall not be authorized to involve Voith’s
personnel in work that is not part of this contract, without
Voith’s express written approval. Voith shall not accept any
liability for work carried out on the instructions on theordering party without special instruction by Voith

7.

Technical assistance of the ordering party

7.1

Where it is necessary for performing the work, the ordering
party shall:a) Give Voith access to the premises;b) Nominate a responsible contact person;c) Make available the infrastructure necessary to
perform the work andd) Provide Voith with the necessary information in relation
to the company structure and environment.

7.2d) Provide heating, lighting, operating power, water,
including the required connections.
e) Provide the necessary dry and lockable rooms to store theassembly personnel’s tools.
f) Transport and store the assembly parts at the assembly
location, protect the assembly site against harmful
influences of all kinds, clean the assembly site.
g) Provide suitable theft-proof common rooms and work
areas (with heating, lighting, washing amenities andsanitary facilities) and first aid for the assembly personnel.
h) Provide materials and undertake all other technicalassistance required to adjust the item to be assembled
and to carry out the testing provided for under thecontract.
7.3

The technical assistance of the ordering party must ensurethat assembly can start promptly when the assembly
personnel arrive and without delay until the acceptance by
the ordering party. Where plans and instructions are
required from Voith, Voith shall make these available to theordering party in good time.

7.4

The personnel made available by the ordering party shallfollow the instructions of the assembly manager. Voith does
not accept any liability for these workers. Should the workers
made available by the ordering party cause a defect ordamage as a result of the assembly manager’s instructions,the arrangements set out in Articles 10 and/or 11 shall apply
accordingly.

7.5

Should the ordering party fail to fulfill its obligations, after areasonable period has been set, Voith shall be entitled but
not obligated to carry out the actions that should have been
performed by the ordering party in the ordering party’s place
and at its expense. In other respects, Voith’s rights andclaims shall remain unaffected.

8.

Time limits and delays

8.1

The duration of the work essentially depends on theconditions at the assembly location, the support provided by
the ordering party and – in the case of repairs – the scope ofthe repair established after dismantling. Unless a fixeddeadline is agreed as defined by Article 8.2, all information
about the provisional duration of the work shall be nonbinding dates for the performance of services.

8.2

Where a fixed deadline has been agreed for performing thework, the following shall apply:
A prerequisite for the fixed period to start is that allcommercial and technical queries have been clarified andthe ordering party has fulfilled all the obligations incumbent
on it before the start of the work (e.g. provision of thenecessary certificates and approvals from the authorities,
making an advance payment). If this is not the case, thedeadline shall be extended by a reasonable period. The
deadline is deemed to be complied with, if the work is readyfor acceptance by the ordering party or, if trials are specified
in the contract, these are ready to be carried out. The work
is also deemed to be complete if only insignificant parts are
missing or insignificant reworking is required, providing thatthe operational readiness is not impaired.

8.3

Should the work be delayed due to the fact that the ordering
party has not provided services or these services have notbeen correctly provided, e.g. breach of the obligations inaccordance with Articles 4, 6 and 7, the deadline shall be
extended by a reasonable period. This shall also apply ifsuch events occur when Voith is already in arrears. The
ordering party shall bear the costs that arise as a result of
the delay.

8.4

If the failure to meet the deadline is due to force majeure,e.g. natural disasters, epidemics, pandemics, war, armed
conflicts, civil war, revolution, terrorism, sabotage,
atomic/reactor accidents, industrial disputes or other events
that Voith cannot influence, Voith is relieved from fulfilling its
obligations for the duration of the event and the deadline is

The ordering party shall undertake to provide technicalassistance at the ordering party’s expense and taking
account of all safety regulations and safety measures fortechnical assistance, and in particular to:a) Provide an adequate number of the appropriate technicaland auxiliary personnel required with the necessary
qualifications and equipment and for the necessary time.
Notwithstanding Article 7.4, sentence 1, these workers
shall remain in the employment of the ordering party andthe ordering party shall supervise them and be
responsible for them.
b) Undertake all earthworks and work relating toconstruction, beds and scaffolding, including the
procurement of the necessary building materials, as wellas the timely provision of the clean and load-bearing
foundations, including predraining, in accordance with
Voith’s drawings.
c) Provide the required fixtures and heavy tools (e.g. lifting
gear, compressors, welding equipment) and special tools
as well as the necessary vehicles and items and materials
required (e.g. scaffolding boards, wedges, supports,
cement, mortar and sealing materials, lubricants, fuels,
driving cables and belts).

Voith General Assembly Conditions International 12/2020

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General conditions for assembly,
assembly supervision and repairs
extended by a reasonable period.
Voith shall advise the ordering party of the start and end ofsuch circumstances at the earliest opportunity. Where theevent lasts for a period of more than six (6) months, Voith
shall also be entitled to end the contract.
Restrictions arising from or in connection with an event offorce majeure such as e.g. the COVID 19 pandemic (e.g.
travel restrictions, border closures, transport restrictions ordelays, plant closures, etc.) which make it impossible or
unreasonably difficult to comply with the delivery or
performance time, shall be deemed to be an force majeure
event within the meaning of 8.4, if the specific restriction (e.g.
travel restriction, border closures, transport restrictions ordelays, plant closures, etc.) did not exist at the time the offer
was submitted by Voith or at the time the conclusion of thecontract or was not yet known to Voith at this time.
8.5

If the ordering party incurs losses as a result of the delaycaused by Voith, the ordering party shall be entitled todemand flat-rate compensation for late delivery. It shallamount to 0.5% for each full week of the delay but in total
not exceed 5% of the remuneration for that part of the work
to be performed by Voith, which cannot be used at the righttime as a result of the delay.

8.6

Should the ordering party set Voith an appropriate period oftime to provide the service after the due date, taking thestatutory exceptions into account, and if this deadline is not
met for reasons for which Voith is responsible, the ordering
party shall be entitled to withdraw from the contract within
the framework of the statutory regulations. The ordering
party undertakes to declare, within an appropriate period,
whether it is going to exercise its right to withdraw from thecontract, should the circumstances exist to justify this.
Further claims on account of the delay shall be determined
exclusively in accordance with Article 11.3 of these
conditions.

9.

Acceptance; transfer of benefits and risk

9.1

The ordering party is obligated to carry out the acceptanceprocedure for the agreed work as soon as notification is
given that the work has been completed and any
contractually agreed trial of the work has taken place. The
presence of an immaterial deficiency shall not entitle theordering party to refuse acceptance.
Should it be demonstrated that the work does not comply
with the contract (recognizable defects), Articles 10 and 11
shall apply in respect of the claims for defects and liability.

9.2

If the acceptance is delayed for reasons that cannot be
attributed to Voith or if the ordering party uses the work
performed in the manner for which it was intended andwithout any reservations or the ordering party does notadvise Voith of its complaints, the acceptance shall bedeemed to have taken place once two (2) weeks haveelapsed after notice was given that the work was complete.

9.3

Once the acceptance has taken place, Voith’s liability forrecognizable defects shall cease, unless the ordering party
has reserved the right to assert a certain defect.

9.4

Once notification has been given that the work is complete
or after the work has been trialed, the benefits and risks
pertaining to the work pass to the ordering party.

10.

Claims for defects

10.1

Defects relating to assembly, commissioning or repair:10.1.1 Voith must rectify recognizable defects, providing that they
are reported in the proper way as part of the acceptancein accordance with Article 9.1.

Articles 10 and 11, excluding all other claims of theordering party, providing that the ordering party has
notified Voith in writing of such defects without delay butat the latest within five days of discovering them.
10.1.3 Voith does not have to rectify a defect if the defect if the
deficiency is immaterial for the ordering party’s interests
or if it is due to a situation that can be attributed to theordering party.
10.1.4. Should a defect appear which cannot be rectified
immediately for reasons that Voith is not responsible for,
Voith shall only be charged for the expenditure that would
arise if the defect had been rectified immediately. If theordering party delays Voith in respect of rectifying thedefects identified, the ordering party shall be liable for any
additional outlay caused to Voith as a result of this.
10.1.5 It is only in urgent cases where operational safety is at risk
and in order to prevent disproportionately more serious
damage (in which case Voith is to be notified immediately)or if Voith has allowed an appropriate period set by theordering party to rectify the defect to elapse that theordering party has the right to rectify the defect itself or tohave it rectified by a third party and to demand
reimbursement of the necessary costs by Voith. If it is not
the case, Voith shall not reimburse the costs for changes
and/or repair work undertaken without its prior approval.
Voith is not liable under any circumstances for theconsequences or losses that result from changes and/or
repair work undertaken by the ordering party or by third
parties instructed by the ordering party.
10.1.6 With regard to the direct costs that arise as a result ofrectifying the defect (assuming that the complaint turns
out to be justified), Voith shall pay the cost of thereplacement part including shipping costs. Voith shall also
pay the cost of removal and installation as well as thecosts that may be required to deploy the fitters andauxiliary personnel required, including travel costs,
providing no disproportionate burden is placed on Voith
as a result of this.
10.1.7 If, taking the statutory exceptions into account, Voith
allows an appropriate additional period granted to it torectify the defect to pass without a successful outcome,the ordering party shall have a right to reduce the purchaseprice within the framework of the statutory regulations. The
right of the ordering party to reduce the purchase priceshall also apply in other cases where attempts to rectify
the defect have failed. The ordering party is only allowed
to withdraw from the contract rather than reduce thepurchase price, if it can be demonstrated that the work
performed is of no interest to the ordering party in spite of
the reduction.
10.1.8 The assembly personnel are only allowed to install and fit
parts originating from a third-party supplier with Voith’s
express approval. Voith does not accept any responsibility
whatsoever regarding the correct functioning of theseparts.
Assembly work is carried out in good faith by the assembly
personnel.
10.1.9 No warranty shall apply if the ordering party or a third party
makes changes to the object of the work performed
without Voith’s written approval, if the ordering party itself
does not observe Voith’s specifications when carrying out
preparatory or other work itself or if the ordering party does
not immediately take suitable measures to reduce thedamage in spite of the fact that it is aware of a defect,
although it would be possible and reasonable for it to do
this.
10.2.

10.1.2 Subject to Articles 10.1.7 und 11, Voith shall rectify any
defects in the work that occur after the work has been
accepted and for which Voith is liable in accordance with
Voith General Assembly Conditions International 12/2020

Deficiencies in supervising assembly and commissioning:
Subject to the arrangement in Article 11, Voith is liable for
deficiencies in assembly and commissioning supervision
as follows:3General conditions for assembly,
assembly supervision and repairs
contractual duties are those contractual obligations whichmust be complied with for the contract to be performed
properly and where the ordering party can routinely rely onthese being complied with.

10.2.1 If personnel are deployed to supervise assembly orcommissioning, Voith shall be liable for correct selection of
the supervising personnel.
10.2.2 For defects in assembly or commissioning, that are
exclusively as a result of culpably incorrect instructions or
the absence of such instructions of the supervisionpersonnel, Voith shall provide warranty in accordancewith Article 10 Item 1 to the extent that Voith will rectify thedefects free of charge. Voith shall not be liable for defects
in assembly or commissioning as a result of a lack of
instruction, if the reason why the instruction was notprovided is because the ordering party requested an
inadequate number of supervisors.
10.2.3 If the supervisors are culpably not deployed in good timeand as a result it can be demonstrated that the ordering
party has suffered losses, the ordering party shall receiveflat-rate compensation of 0.25% of the total remuneration
to be invoiced for deploying the assembly personnel foreach day of the delay but not more than 5% of the total
remuneration. Where the delayed deployment causes adelay in the overall assembly or commissioning, thearrangement in Art. 8 shall apply, with the describedcompensation being deducted.
10.2.4 Voith shall be liable for supervising the assembly orcommissioning overall but not more than 50% of theoverall remuneration for the supervision service.

11.5

Further claims for compensation against Voith shall be
excluded, irrespective of the legal grounds. Where liability
to claim damages against Voith is excluded or limited, thisshall also apply in respect of personal liability regarding
damages against Voith’s employees.

12.

Statute of limitations

12.1

All claims by the ordering party shall become time-barred,regardless of the legal grounds, in 12 months. The
statutory time limits shall apply to claims for compensationin accordance with Article 11.3 a) – e). If Voith’s work
involves a structure and thereby causes its defectiveness,the statutory time limits shall also apply.

12.2

Where the ordering party acquires new rights on accountof defects that occur in the course of rectification of defects
by Voith, all claims arising from these rights shall become
statute-barred at the latest after six months from the timethe defect was rectified; in this context, all claims shall belimited exclusively to defects that arise in direct
relationship to the defect rectification.

13.

Applicable law, legal venue

13.1

For all legal relationships between Voith and the ordering
party, the law governing the Federal Republic of Germany
shall apply exclusively to the legal relationships between
German parties.

13.2

The competent court for Voith’s headquarters shall decideon all disputes arising in respect of this contract relating towork in the Federal Republic of Germany. Voith shall,
however, be entitled to issue proceedings at the ordering
party’s main office.

13.3

A final decision on all disputes arising from this contract
concerning work abroad shall be made by an arbitration
tribunal in accordance with the Rules of the International
Chamber of Commerce (ICC), Paris, by three arbitrators
appointed in accordance with these Rules to the exclusionof recourse to the ordinary courts. The place of arbitrationis Munich. The negotiating language is English.

14.

Miscellaneous

14.1

Voith retains the ownership rights and copyright of alltechnical documents, samples, drawings, estimates andsimilar information, in tangible and intangible form,
including in electronic form. This information must not be
copied, reproduced or made known to third parties in any
way whatsoever without the written agreement of Voith.
They may only be used for Voith’s work.

14.2

Declarations of all kinds made by Voith’s assembly
personnel shall only be binding for Voith, if they are
confirmed in writing or text form by a person authorized byVoith.

14.3

Where the Assembly Conditions above do not make any
arrangements, Voith’s General Conditions of Delivery,
which can be consulted on Voith’s home page at
www.Voith.com, shall apply accordingly to supplies andother services of Voith.

10.2.5 Where assembly and commissioning are supervised, noliability is accepted for meeting the final deadline forassembly or commissioning.
11.

Liability on the part of Voith, liability exclusion

11.1

If Voith is responsible for damaging an assembly partdelivered by Voith or a part from a third party in the courseof the work, Voith can choose either to carry out a repair
at Voith’s expense or to supply a new part. Should items
on which work is being carried out be damaged or
destroyed for reasons that are not Voith’s responsibility,
Voith shall retain the right to the agreed remuneration.

11.2

11.3

If the assembled object cannot be used by the ordering
party in accordance with the contract as a result of
proposals from Voith that were wrong or negligently
omitted or advice provided before or after the contract was
signed or as a result of negligent infringement of othercontractual subsidiary obligations – in particular the
instruction for operation and maintenance of theassembled object – the arrangements in Articles 10, 11.1
and 11.3 shall apply accordingly, with further claims by theordering party being excluded.
For losses that have not occurred on the actual work
performed, Voith shall only be liable, regardless of thelegal grounds:
a) in the case of a deliberate action,b) in the case of gross negligence on the part of theowner / the bodies or a senior executive,c) in the case of a culpable infringement resulting in lossof life, limb or health,d) in the case of defects that have been fraudulently
concealed or the absence of which have beenguaranteed,e) where liability exists for injury to persons or damage toproperty on privately used items, in accordance withthe law on product liability.

11.4.

In the event of intentional infringement of important
contractual duties, Voith shall also be liable for grossnegligence of employees who are not in a senior position
as well as for a slight degree of negligence but in the lattercase losses shall be limited to the losses typical for thecontract and which can reasonably be foreseen. Important

Voith General Assembly Conditions International 12/2020

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