General Terms and Conditions Governing Assembly and Maintenance
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GeneralThe following terms and conditions apply to the assembly andmaintenance work undertaken by INFICON GmbH (hereinafter
INFICON). The commissioning and training to operate a system
are not part of the assembly. If INFICON undertakes
commissioning, the terms and conditions below apply byanalogy.
The subsequent context defines maintenance work according to
the DIN 31051 standard with respect to the four basic measuresof servicing: maintenance, inspection, repair and improvement.
The Client’s general terms and conditions have no validity. To
the extent that no provision has been made in the terms andconditions below, the respective statutory regulations apply, andnot the Client’s general terms and conditions.
Proposal/order confirmation
The INFICON cost estimates and proposals are not binding
unless a binding period has been explicitly stated. A contract
may be deemed concluded only if INFICON has confirmed theorder.
Orders without a previous proposal according to section 2.1
become binding upon INFICON only if INFICON confirms theorder. This applies analogously if the Client modifies the
INFICON proposal.
Personnel requirements, assembly and maintenanceperiods, risk assumption
INFICON will utilize suitable personnel depending on the typeand scope of the required work.
The duration of the assembly and maintenance work will be
estimated by INFICON based on previous experience (without
guarantee). In the event of subsequently ordered additional or
expansion orders or additionally required servicing andmaintenance measures, the deadline will be extended
accordingly.
If deadlines were agreed, they are deemed to be met if theassembly or maintenance work has been completed for
acceptance by the Client by the time of their expiration. The
deadline extends for a reasonable period of time if the assemblyor maintenance work is delayed to force majeure; this also
applies if INFICON is delayed due to force majeure. Strikes,
lockouts, sabotage, epidemics, disruptions of operations throughno fault of INFICON, proved rejection of major components
through no fault of INFICON, official approvals not obtained or
not obtained in time as well as all other unforeseen events arealso deemed force majeure events. Any unavoidable costs,
particularly for waiting times and additional travel by INFICON
personnel, are borne by the Client. If waiting times occur,
INFICON has the right to recall its personnel.
If the assembly or maintenance work has not been completed
before acceptance through no fault of INFICON, INFICON has
the right to demand full payment of the agreed price minus any
saved expenses. The same applies if assembly or maintenancework is impossible through no fault of INFICON. The Client may
request that the service be repeated, if and to the extent this isreasonable for INFICON, particularly in view of other contractual
obligations of INFICON. INFICON has the right to becompensated again for the repeated service based on the valid
prices.
PricesAssembly and maintenance work is charged depending on
expenditures at the prices valid at the time of performance. This
includes travel costs with incidental costs, compensation forassembly and maintenance, daily allowance, fees for set-up andperformance times, any incurred hardship allowances and, inthe event of repairs, the prices for replaced or newly installedparts and the costs of their packaging and transport.
Travel costs include in particular the travel and accommodation
costs, transport or shipping costs for luggage and tools, luggage
and flight insurances, continuing personnel costs for theassigned employees, and costs for holding the items to be
utilized. INFICON may charge continuing personnel costs basedon assembly and maintenance cost unit rates to the extent thatthey are not higher than the incurred costs.
The compensation for assembly and maintenance as well as thedaily allowance are based on valid INFICON rates. The cost
rates include surcharges for work performed beyond the regular
working times in the company of the assigned INFICON
employee. In the event of special complications, e.g. for work
which is hazardous to personal health, for particularly dirty anddangerous work, or work in a particularly hot environment, thecost rates include hardship allowances. The amount of thehardship allowances is based on the conditions specified in therespective cost rates.
The prices for replacement parts, newly installed parts and othermaterial costs apply ex works, excluding transport, packaging,insurance and installation. If the Client does not explicitly
request otherwise, INFICON will insure the replacement parts,
etc. which are required for installation and maintenance outsideof the INFICON premises against common transport risks
including breakage at the expense of the client.
Payment terms
Payments are due and payable 30 days after the invoice dateunless otherwise specified in the INFICON proposal/orderconfirmation.
Payments must be made to an INFICON paying agency. They
must be made on the due date free of postage and any
expenses without any deductions. Fees, expenses or othercosts incurred by INFICON due to a separately agreed
acceptance of bills of exchange or checks must be borne by the
Client. The date of the invoice or the date when dispatch
readiness is reported is the relevant date for determining thedue date. For payments of all kinds, the settlement date is thedate when INFICON is able to dispose of the amount paid.
Retaining payments due to counterclaims is only permitted if thecounterclaims are undisputed or have been established as final
and absolute.
Client cooperation
The Client shall support INFICON personnel in theperformance of their work at its own expense and will inparticular provide any required and/or reasonable technicalsupport. The Client’s technical support must guarantee that theassembly or maintenance work can start immediately upon
arrival of the INFICON personnel and can be carried out

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without delay up to the acceptance by the Client. If INFICON isrequired to provide special plans and instructions, it will provide
these to the Client in a timely manner.
If required, the Client will provide suitable support personnel at
its own expense and risk to INFICON.
Any official permits which are specifically required according to
the laws and regulations applicable at the place of delivery andperformance must be obtained by the Client before the workcommences. The required items must be available on-site, andall preparatory work must have been completed by the Client(e.g. declaration of contamination) such that the work can be
immediately performed after arrival.
The Client is responsible for any special measures required forthe protection of persons and items at the assembly or
maintenance site. The Client shall inform INFICON personnelof any existing special safety regulations. The Client shallsufficiently insure INFICON personnel at its own expense
against any risks and hazards that may arise during the work.
The Client shall immediately or continuously, as applicable,
certify working time and performance to INFICON personnel.
To the extent required, the Client will help INFICON personnel
obtain suitable room and board near the workplace. The Client
shall notify INFICON personnel in good time regarding all local
public authority-related obligations (registration, etc.). In
addition, the Client shall help the INFICON personnel deal withthe authorities and obtain the required certificates. Any publicfees and charges to be paid by INFICON personnel at theplace of delivery or performance (taxes, social contributions,fees, etc.) shall be borne by the Client.
The Client shall immediately notify INFICON in the event of an
illness, accident or death of INFICON personnel. The Client
shall ensure medical treatment, transport to a hospital, etc.,
advance any incurred costs – also for transport home, if
required – and will subsequently settle these costs withINFICON. If the work site is located outside of the Federal
Republic of Germany, the Client undertakes to represent
INFICON before government authorities and shall also attend
to all required formalities.
Until the work is fully completed, the Client is obligated toprovide the entire system to be maintained, including all
required equipment and qualified operating personnel, to
INFICON.
The Client shall provide INFICON with appropriate support for
the transport and return shipping of the assembly andmaintenance tools and any spare and replacement parts
provided by INFICON. The costs for transport and return
shipping are borne by the Client.
If the Client fails to fulfill its obligations, INFICON, subject toadditional rights, has the right, but is not obliged, to carry out
the actions falling into the Client’s scope of responsibilities on
the Client’s behalf and at the Client’s expense after notifying
the Client.
Assembly and maintenance on external systems
If systems contain externally supplied items for which special
technicians from the manufacturing company are required,
INFICON is prepared to arrange the assembly or maintenanceof the respective externally supplied items at the manufacturing
companies' terms and conditions upon the Client's request.
The assembly or maintenance of systems or system parts
which are not part of the INFICON scope of delivery andassembly work with regard to externally supplied parts requirea separate agreement in all cases.
Acceptance
The Client is obligated to accept the completed assembly or
maintenance work as soon as INFICON has notified the Clientof its completion. A joint acceptance report is prepared
regarding the acceptance. If the performed service does notcomply with contractual provisions, INFICON is obligated to
remedy the deficiency. This does not apply if the deficiency isbased on a circumstance for which the Client is responsible. If
a deficiency is non-substantial, the Client cannot refuse
acceptance if INFICON expressly recognizes its obligation to
remedy the deficiency.
If acceptance is delayed without fault of INFICON, theacceptance is deemed to have been granted with theexpiration of two weeks after the notification of the completedassembly and maintenance.
With the acceptance, INFICON is no longer liable for any
detectable deficiencies unless the Client has reserved the rightto assert particular deficiencies.
Warranty
In the event of any deficiencies in the assembly or
maintenance work, INFICON will perform rework services
under warranty. The Client shall notify INFICON of any
determined deficiencies without delay.
The Client’s right to claim rescission or reduction after failed
rework remains unaffected.
The Client shall provide to INFICON, upon coordination withINFICON, the required time and permission to perform all
rework that INFICON at its reasonable discretion deems
necessary, otherwise INFICON is released from its liability for
deficiencies. Only in urgent cases, if operational safety is at
risk and to prevent disproportionate damage, in which case
INFICON must be immediately notified, the Client has the rightto remedy the deficiency itself or have it remedied by a third
party and demand that INFICON reimburse the required costs.
Of the direct costs incurred during the rework – to the extent
the complaint turns out to be justified and the notification of the
deficiency occurred duly and timely – INFICON is responsible
for the reasonable dismantling and installation costs.
Furthermore – if this represents a reasonable demanddepending on the individual case – this also applies for thecosts of any required provision of its technicians and auxiliary
staff. All remaining costs must be borne by the Client.
The provisions described in section 13 apply to maintenancemeasures according to section 13.
The warranty period for claims based on assembly or
maintenance deficiencies is 12 months as of acceptance.
Otherwise section 10.1 applies.
Warranty claims will only be accepted if the specified
maintenance and care measures are complied with and can beproven.

09/2020
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10.1

Other INFICON liability
INFICON is liable for any personal injuries, material damage
and other damage for which insurance coverage exists.
Further claims apply only in the event of intent and grossnegligence by INFICON.

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Indemnification by the Client
If the parts, devices or tools provided by INFICON aredamaged or lost at the assembly or maintenance site without
fault of INFICON, then the Client is obligated to compensate
INFICON for these damages or losses. Damage resulting fromnormal wear and tear is excluded.

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12.1

Miscellaneous
Place of performance and jurisdiction is Cologne, Germany.
INFICON also has the right to file suit at the Client’s place ofbusiness.
The laws of the Federal Republic of Germany additionally
apply for all contractual agreements. The application of theuniform UN Convention of Contracts for the International Saleof Goods (CISG) and also the International and German
Conflict Rules for contracts with international relationships is
excluded.
Risk transfers to the Client in accordance with the agreed
provision (INCOTERMS 2020). In the absence of anagreement, the risk transfers to the first freight carrier with thehandover of the delivery item. This also applies to partial
deliveries or if INFICON has additionally undertaken to provide
other services. If shipping is delayed due to circumstances
outside of the control of INFICON, risk is transferred to the
Client together with the notification of readiness for dispatch.

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Additional provisions formaintenance measures
performed at an INFICON workshop
The following conditions apply to maintenance work provided
at an INFICON workshop. They take precedence over theterms and conditions above to the extent that they exclude,
modify or amend them.
The Client shall deliver the item to be maintained on time at its
own cost and risk.
The maintenance item must be delivered in packaging that
permits easy and safe handling. Risk and costs arising fromfailure to comply with these provisions shall be borne by the
Client.
INFICON shall store the maintenance item with its customarycare. The risk of an accidental deterioration or accidental loss
shall be borne by the Client.
INFICON will ship the maintenance item at the Client’s costand risk. Unless expressly specified otherwise by the Client,
INFICON will insure the maintenance item at the Client’s
expense against the usual transport risks including breakage.
The Client shall accept the service without delay at its own
expense after being notified of its readiness for dispatch. If the
Client fails to do so, acceptance will be deemed granted 14
days after shipment or notification of readiness for dispatch.
If the return shipping is delayed due to circumstances outsideof the control of INFICON, the Client shall be obliged to pay
maintenance costs as of the notification of the readiness for
dispatch. The risk will transfer to the Client at the same time.
Until full payment of all claims of any type arising from thisbusiness relationship, including accessory claims, INFICON
has the right to retain the maintenance item.
Note:
In accordance with GDPR, it is pointed out that INFICON
stores and processes Client data.

INFICON GmbH