General Terms and Conditions of Service (Swiss Law)
Effective as of May 1st, 2016

§ 1 Scope of application
The following Terms and Conditions of Service of Klingelnberg
GmbH Peterstraße 45, 42499 Hückeswagen, Germany("Klingelnberg") apply, as far as not expressly stipulated
otherwise in writing, to all services undertaken between
Klingelnberg and the customer as individual orders for theprovision of services, and in particular to all assembly, installation,repair, troubleshooting, maintenance or instruction services. They
also apply to any future business relationships even if they are
not expressly agreed again. Any deviating general terms andconditions of the customer are not accepted, even if Klingelnberg
does not expressly object to them. These Terms and Conditionsof Service do not apply to any services provided in the context ofthe fulfilment of the customer's claims for defects due to deliveries
provided by Klingelnberg.
§ 2 Conclusion of contract(1) Offers made by Klingelnberg are non-binding provided they
have not expressly been specified as binding in the wording of theoffer. The contract only enters into force once it has been signedby both parties or once Klingelnberg has confirmed the order tothe customer in writing (by letter, fax or e-mail) or, in particularwhere the customer places his order by telephone or orally e.g. inurgent cases, once Klingelnberg has accepted the order bystarting to provide the service.
(2) Side agreements and amendments require mutual written
confirmation (by letter, fax or e-mail) in order to be effective.
(3) The General Terms and Conditions of Sale and Delivery ofKlingelnberg apply in relation to all deliveries of products, spareparts, wear parts, consumables, tools and software in the context
of the provision of services. Under these terms and conditions,claims for defects asserted by the customer are subject to alimitation period of one year from delivery as well as a retention of
title on the part of Klingelnberg for all delivery items until full
payment of the agreed price.
§ 3 Assembly and installation as an individual order for theprovision of services
The individual order for the provision of assembly and installation
services comprises the assembly and installation of a machine orcomponent that has been supplied fully assembled or that has
been dismantled for transport purposes as well as its functional
test in the agreed scope. The installation and start-up of software
are also part of a machine installation.
§ 4 Repair and troubleshooting as an individual order for theprovision of services
The services provided by Klingelnberg in the context of anindividual order for the provision of repair or troubleshooting
services regularly depends on the technical requirements. Unlessexpressly agreed otherwise, an individual order for the provisionof services placed by a customer includes:• carrying out all the work necessary, based on professional
expertise and accepted engineering standards, to restore themachine or component to its proper working order;• the delivery of all service parts required for this purpose
pursuant to § 2 (3). Insofar as the service parts are included in thereplacement procedure pursuant to § 6, the replaced service
parts become the property of Klingelnberg. The customer isobliged to return these replaced parts to Klingelnberg;• the installation of the service parts;• functional testing of parts of plants in relation to which repair
or troubleshooting services have been commissioned; this does
not, however, include functional testing of the whole plant. Given
that the time required for repair and troubleshooting of a machineor component depends, among other things, on its age andcondition as well as the existing facilities available at thecustomer's business premises, it is not possible to make any
binding statements regarding estimated duration and costs. Prior
to the execution of more extensive work or the installation ofservice parts Klingelnberg will obtain the customer's consent ifand to the extent

4.3_KL GmbH_EXPORT_ServiceT&C_SwissLaw_01_05_2016.docx• a cost limit expressly set by the customer would have to beexceeded;• the estimated repair cost would be distinctively
disproportionate compared to the utility value of the plant to berepaired.
§ 5 Other individual orders for the provision of services(machine maintenance, instruction etc.)
The individual order for the provision of services includes• in the case of machine maintenance the provision ofmaintenance services in accordance with the respective
Klingelnberg maintenance checklist;• in the case of instruction or training services, instructing aperson designated by the customer as to the operation andfunctioning of the machines, components or software;• in the case of oral user advice (e.g. provided by a member ofthe service staff on site or by telephone by the Klingelnberg helpdesk), providing or conveying available user knowledge; inrelation to software, however, this is restricted to the latest andthe preceding version only. In the case of more extensive
consultancy projects or other services (e.g. the relocation ofmachinery or similar) the scope of services and the fee are setout in the offer submitted by Klingelnberg or in the respective
service package.
§ 6 Supply of service parts in the replacement procedure(1) Participation in the replacement procedure
If a service part is included in the replacement procedureprovided by Klingelnberg, the customer must return the replaced
service part to Klingelnberg. If, upon its receipt, Klingelnberg
discovers that it is not possible to repair the part in the producer's
factory using commercially reasonable efforts, Klingelnberg
invoices the customer for the difference in cost compared to thatof the new part.
(2) Returning unused spare parts
If the customer wishes to return service parts that had beenacquired but not used in return for a refund of the purchase price,
Klingelnberg is only prepared to accept this provided the following
conditions are met: If the service parts are received by
Klingelnberg, sealed in their original packaging, within 5 days
from delivery of the new service part in Germany and within 10
days from delivery of the new service part abroad, Klingelnberg
will issue a credit equivalent to the purchase price of the newly
delivered service part less a flat-rate charge for the return and thetaking of the goods back into storage at a rate of 15% of thepurchase price and a maximum of EUR 500 per service part. If
the service parts are returned to Klingelnberg with a broken seal
but in the original Klingelnberg packaging within 5 days fromdelivery of the new service part in Germany and within 10 days
from delivery of the new service part abroad, Klingelnberg will
issue a credit note for the purchase price of the newly delivered
service part less a charge for the return, the quality review
required to be carried out at Klingelnberg and the taking back intostorage at a rate of 25% of the purchase price. No credit note will
be issued for consumables and software or if the aforementioned
conditions are not complied with.
(3) Acceptance of service part orders
Klingelnberg's help desk is available for orders Monday to Friday
from 7.00 a.m. until 5.00 p.m. Shipping costs in relation to thedelivery of service parts are not included in the price. If thecustomer requires faster delivery (e.g. early delivery, courier,intercity express), this will be charged for separately.
§ 7 Fees(1) As a rule, a fee is chargeable for all services offered andprovided by Klingelnberg in the context of individual orders for theprovision of services unless Klingelnberg expressly offers them
free of charge as a gesture of goodwill. All fees are quoted inaddition to statutory value-added tax, excise duties, withholding
taxes, duties or taxes on import and export, customs duties orsimilar taxes in force from time to time.
(2) The fee for individual orders for the provision of services aswell as travel costs to be borne by customers are laid down in thePage 1 of 3

schedule of standard cost rates as amended from time to time.
Travel and waiting times count as working time. The prices
quoted by Klingelnberg for the services are based on cost factors
at the time the offer is made. If the relevant cost factors change
after the individual order for the provision of services has beenplaced (in particular salaries and wages or changes in price ofmaterials), Klingelnberg reserves the right to make reasonableadjustments to the fees provided there is a period of at least 3
months between conclusion of the contract and performance ofthe service; in this case, the prices applicable at the time when
the performance of the service has started are deemed agreed.
At the customer's request, Klingelnberg will provide evidence
regarding the relevant cost factors to the customer.
(3) If the fee is to be calculated based on standard cost rates, theservice report to be signed off by the customer in this regard isused as the relevant basis. Working time and performance arerecorded therein. Any part of a 15-minute period worked isrounded up to a quarter of an hour. Klingelnberg reserves theright to reasonably adapt the standard cost rates for working
hours and travel expenses if the operating cost changes
substantially. When placing an order the customer may request aschedule of standard cost rates as amended from time to time.
(4) If training is included in the price or is offered by Klingelnberg
in return for an additional fee, this does not include any travel,
accommodation or subsistence costs of the customer and theparticipants nominated by the customer. These costs shall beborne by the customer itself.
(5) The prices for the sale of delivery items will be shown
separately and their delivery is determined in accordance with theGeneral Terms and Conditions of Sale and Delivery ofKlingelnberg.
§ 8 Payment(1) Payments shall be made by the customer in cash without any
deductions and free of any transaction charges to the designatedaccount of Klingelnberg. Unless specified otherwise in the offer ororder confirmation of Klingelnberg or agreed in writing, allpayments are due immediately upon receipt of the invoice.
(2) In case of default of payment of the customer, default interestis charged in the amount of 8 per cent per year by Klingelnberg;
this does not affect the right to provide proof that the loss ordamage suffered was lower.
(3) Any set-off or exercise of a right of retention by the customer
is only permitted with regard to undisputed, acknowledged claims
or claims that have been upheld and declared unappealable by acourt of law.
§ 9 Joint ownership for security reasons, lien(1) In order to secure claims that have arisen or arise for thebenefit of Klingelnberg due to services provided, the customer
grants joint ownership in the machine or component that was thesubject of the service to Klingelnberg in an amount equivalent to
the invoice value of the service provided. Until the claim has been
fulfilled, the customer holds the machine or component on behalfof Klingelnberg free of charge.
(2) If repairs are carried out in a Klingelnberg plant or a plant ofanother manufacturer, the customer grants a lien to Klingelnbergwith regard to the machine or component handed over in order tosecure all claims that have arisen or will arise, provided suchclaims are not already secured in accordance with § 9 (1). In
addition Klingelnberg has the right to retain the machine orcomponent until the claims have been paid in full.
(3) The joint ownership and lien for the benefit of Klingelnberg
lapses once the invoice has been paid in full.
§ 10 Cooperation obligations of the customer, deadlines(1) The customer undertakes to ensure that all structuralrequirements are met at the site at which the machine orcomponent are to be installed – in particular with regard to thestability and evenness of the supporting surface, the footprint andheight, access to the premises and electrical supply. If a fault
report with subsequent repair order is submitted, the customer
shall provide an exact description of the error.
(2) In case of installation, maintenance and repair work that
render an interference with the power supply, air lines, airconditioning and/or water or wastewater pipes necessary, thecustomer shall ensure compliance with the relevant health andsafety regulations, e.g. by calling in a qualified and licensed
technician at the customer's expense.
4.3_KL GmbH_EXPORT_ServiceT&C_SwissLaw_01_05_2016.docx(3) Apart from that, in the case of services provided by
Klingelnberg the customer shall provide in a timely manner and at
its own expense:• the number of support staff deemed necessary by
Klingelnberg;• devices, cranes, hoists, tools, equipment and supplies
required for installation and commissioning;• power, lighting, heating / air conditioning, water, compressedair;• suitable and in particular dry and lockable rooms or lockers tostore tools and supplied parts.
(4) The customer shall ensure that, before the start of theinstallation of a machine or component all required parts areavailable on the spot and that all preparatory work has been
carried out so as to allow Klingelnberg's service engineers to start
installation as soon as they arrive and without interruption.
(5) The customer shall inform Klingelnberg without delay of any
legal or factual changes affecting the individual order for theprovision of services or its implementation.
(6) Deadlines that have not been expressly agreed upon in writing
as binding shall be non-binding.
(7) A deadline is deemed to have been met if the service has
been performed by the agreed upon deadline.
(8) Agreed upon Deadlines do not begin to run or are extended –if not newly agreed upon - if circumstances occur for which
Klingelnberg is not responsible and which affect the performanceof the service by such period for which the circumstances inquestion subsist in particular (i) force majeure events, naturaldisasters and labour disputes which affect Klingelnberg or subcontractors (disruptions to operations outside of a party's control),(ii) in the case of a valid contract amendment if Klingelnberg does
not receive the technical or commercial documents in time or ifsuch documents have subsequently been changed by thecustomer with Klingelnberg's consent or (iii) if the customer is indefault in complying with its obligations.
(9) If, owing to the occurrence of such circumstances, it is
impossible to amend the contract despite all reasonable efforts,
Klingelnberg is released from its performance obligations.
(10) If deadlines are extended due to the aforementioned
circumstances or if Klingelnberg is released from its performanceobligations, the customer does not have any liability claims
whatsoever against Klingelnberg. Klingelnberg is not liable for any
disruptions to operations outside of its control even if they occur
during a delay in delivery. Klingelnberg is obliged to notify thecustomer in the event that such circumstances occur.
§ 11 Claims for improper performance of the services(1) Klingelnberg will execute the service with the necessary
professional competence and care while taking into account theprovisions of § 12 of these General Terms and Conditions ofService. In the event of a proven defect in the services performed
due to a breach of duty of care, Klingelnberg will repeat theservice once more free of charge. There are no further or otherclaims of the customer such as e.g. warranty claims based on
improper performance of the services.
(2) If an individual order should be legally qualified as a provisionof work (Werkleistung) or if in the context of the provision ofservices by Klingelnberg, deliveries are made or, by way ofexception, the provision of a work (Werkleistung) or a work withmaterials supplied (Werklieferungsleistung) was expressly agreed
upon, the customer may only raise claims for defects inaccordance with § 9 of the General Terms and Conditions of Saleand Delivery of Klingelnberg. In accordance with these terms andconditions, the customer's claims for defects are subject to alimitation period of one year from delivery. Any warranty claims of
the Customer beyond the above provisions are excluded to theextent permitted by law§ 12 Liability for damages
Any liability on the part of Klingelnberg is excluded to the extent
permitted by law. In particular, there is no liability for direct orindirect, consequential or immediate damage related to theperformance of a service by Klingelnberg.
§ 13 Assignment
The customer is not entitled to assign its rights under this contract
without written consent of Klingelnberg. Klingelnberg reserves theright to have certain individual services carried out by the staff ofPage 2 of 3

the manufacturers used by suppliers or by other authorised
partners.
§ 14 Arbitration and applicable law(1) All disputes arising from or in connection with these General
Terms and Conditions of Service or from or in connection withany contracts entered into while they are effective, or regarding
their validity, invalidity, breach or termination shall be finallyresolved by way of arbitration proceedings in accordance with theSwiss Rules of International Arbitration of the International Swiss
Chambers' Arbitration Institution, to the exclusion of recourse tothe ordinary courts of law. The Rules of Arbitration that are ineffect at the time the request for mediation is served shall apply.
The place of arbitration shall be Zurich, Switzerland. The
language to be used in the arbitration proceedings shall beGerman. There shall be three arbitrators. All arbitrators must havecommand of the chosen procedural language.

4.3_KL GmbH_EXPORT_ServiceT&C_SwissLaw_01_05_2016.docx(2) These General Terms and Conditions of Service and allcontracts entered into while they are effective are subject tosubstantive Swiss law to the exclusion of the UN Sales
Convention (CISG - United Nations Convention on contracts for
the International Sale of Goods, entered into in Vienna on 11 April1980).
§ 15 Severability clause
If a provision in this contract is or becomes ineffective in whole orin part, this does not affect the validity of the remaining
provisions. The contracting parties shall work together to agree avalid provision that reflects the invalid provision as closely as
possible in commercial terms.

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