General Terms and Conditions for Work/Services and Assembly of
INTERROLL Fördertechnik GmbH
1. Scope
1.1. These General Terms and Conditions for Work/Services andAssembly (hereinafter referred to as “General T&Cs”) apply exclusively
to companies within the meaning of Section 14 of the German Civil
Code (BGB) i.e. natural persons or legal entities that are acting in theperformance of their commercial or independent professional activities(hereinafter referred to as “Customer”).
1.2 These General T&Cs apply exclusively to all contracts for work andservices as well as contracts concerning the performance of assembly(hereinafter referred to collectively as “Services”) concluded between
ourselves and the Customer. Differing Terms and Conditions ofPurchase or other differing General Terms and Conditions of the
Customer shall not apply unless we have expressly acknowledged
them in writing. Our silence regarding such differing terms andconditions shall not be deemed in particular to be consent, and thisshall also apply to future contracts.
1.3 Our General Terms and Conditions shall apply in place of any
General Terms and Conditions of the Customer, also where such
Terms and Conditions stipulate that acceptance of an order is deemed
to be the unconditional acknowledgement of the Customer’s General
Terms and Conditions, or where we deliver/perform, after the Customer
has indicated the validity of the Customer’s General Terms andConditions, unless we have expressly waived the validity of ourGeneral Terms and Conditions vis-à-vis the Customer.
1.4 If framework contracts or other contracts have been concluded with
the Customer, these shall have precedence. They shall be
supplemented there by these General T&Cs unless more specificprovisions have been agreed.
2. Information, advice, quotations
2.1. Information and advice prior to entering into a contract concerning
our Services shall be provided solely on the basis of our experience todate. Unless otherwise agreed, the values specified in this context shallbe deemed average values.
2.2. Reference to standards, similar technical regulations and technicalinformation and descriptions in quotations and brochures shallrepresent a specification of properties of our Service only when we
have expressly declared them to be a property of the Service. These
are otherwise non-binding, general specifications.
2.3. Specific properties of our Service shall in principle only be deemed
to be warranted by us if we have expressly confirmed this in writing.
The Customer shall not receive guarantees in the legal sense from us.
2.4. If the Customer requests binding pricing information, this shallrequire a written quotation from us. This quotation shall specify theServices and the works required to produce the work or the Services tobe performed by us and indicate the respective price.
2.5 The Customer must inform us in writing in due time prior toconclusion of the contract (see Art. 3 below) of any special
requirements of our Services.
3. Conclusion of the contract, written form, amendments
3.1 Our quotations are subject to change until award of the contract.
They are requests for the Customer to submit a purchase order. By
submitting the purchase order/accepting our quotation, the Customer isplacing a binding order with us for the performance of the Services
quoted. We shall be bound by our quotations until the expiry of 2 weeks
after their submission.

shall also apply to the waiver of the written form agreement itself. The
precedence of the individual agreement (Section 305b BGB) shallremain unaffected.
3.3. The assumption of a procurement risk and/or performance risk is
not based solely on the assumption of the obligation to perform theServices.
3.4 The Customer can request changes to the content and scope of theServices. We shall, if the changes are not only insignificant, determine
the delays arising and the additional cost as a result of the requestedchanges and shall notify them to the Customer. We shall subsequently
agree on a corresponding contractual adjustment with the Customer. If
we do not reach an agreement with the Customer, we shall have theright, except for the cases in paragraph 3.5 below, to reject theCustomer’s change request. All changes to Services shall be laid down
before the start of execution in a written supplementary agreement, inwhich the additional remuneration and any changes in timing (seeparagraph 4.3) are to be recorded.
3.5 If performance of the Service is delayed at the Customer’s requestor for reasons for which the Customer is responsible, we shall have theright, beginning upon expiry of the period set by the written notice ofreadiness, to carry out storage and to invoice the costs incurred
thereby at 0.5 % of the net invoice amount of the stored products foreach month or part thereof. The assertion of further rights shall remain
unaffected. The right is reserved for the Customer to prove that nocosts or considerably lower costs were incurred.
4. Service time, completion dates, default in service and delivery
4.1 Binding service and completion dates and periods must be
expressly quoted and agreed in writing. We shall make every effort tocomply with service dates and periods that are not binding or
approximate (approx., about etc.).
4.2 Service periods shall begin upon receipt of the purchaseorder/acceptance of our quotation but not before all details about theexecution of the order have been clarified and all other obligations tocooperate to be fulfilled by the Customer have been met; the same
shall apply to completion dates.
4.3 If the Customer has requested changes after placing the order, a
new service period shall begin upon agreement of the change. In theabove case, agreed service and completion dates shall be extended
according to the supplementary agreement (see paragraph 3.4) by theperiod required from an objective point of view to implement thechange.
4.4 Services may be provided before the agreed time. We have theright to provide partial services. In the absence of other writtenagreement, interest in our Service shall cease only if we fail to provide
material parts or provide them with delay.
4.5 We shall not be in default as long as the Customer is in default infulfilling obligations or cooperation (see Art. 6) vis-à-vis ourselves.
4.6 If the Customer incurs damage as a result of our default, theCustomer shall be entitled, to the exclusion of further claims, to requirecompensation for default. It shall amount, for each full week of delay, to
0.3 % but as a whole to not more than 3 % of the net price for that partof the total service which, as a result of default, cannot be used in duetime or not according to the contract. Further compensation from us fordamage as a result of delay shall be excluded. This shall not apply inthe case of an intentional or fraudulent act by us, in the case ofdamage due to injury to life, limb or health and in the case of default
where a fixed-date transaction has been agreed within the meaning of
the law.

3.2 All agreements, collateral agreements, assurances andamendments of contracts shall only be valid when given in writing. This
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General Terms and Conditions for Work/Services and Assembly of
INTERROLL Fördertechnik GmbH
5. Delivery subject to own receipt of delivery, force majeure andother obstructions
5.1 If, despite proper stocking, we do not receive Services or deliveries
from our sub-suppliers/sub-contractors, they are incorrect or not in duetime, for reasons for which we are not responsible, or events of force
majeure occur, we shall notify the Customer of this in due time inwriting. In such case, we shall have the right to postpone performanceof the Services for the duration of the obstruction or to rescind thecontract in whole or in part for the part not yet fulfilled if we have met
our foregoing duty to provide information and have not assumed aperformance risk. Events of force majeure are strikes, lockouts, official
intervention, epidemics or pandemics, energy shortages and shortagesof raw materials, transport bottlenecks through no fault of our own,
company obstructions through no fault of our own, e.g. due to fire,
water and damage to machinery, and any other obstructions which,when considered objectively, were not culpably caused by us.
5.2 If a service date or a completion period has been agreed withbinding force and if the agreed service date or the agreed completion
period is exceeded due to events according to paragraph 5.1, theCustomer shall have the right, after a reasonable grace period has
elapsed without effect, to rescind the contract for the part not yet
fulfilled.
6. Customer’s obligations to cooperate
6.1 The Customer undertakes to provide all cooperation required by us
for the performance of the agreed Services according to the contract.
6.2 Special requirements of the Customer shall be indicated in our
quotation. The Customer shall be obliged, however, in particular to
grant us to an appropriate extent at the agreed times secure access to
the Customer’s business premises or to the construction site as well as
access to other facilities, materials provided, information or documents
which we require to fulfil our contractual obligations. The Customer also
undertakes to ensure that the Customer’s employees are available tous for support to an appropriate extent and that we can contact
decision-makers in the project and other employees as well as thirdparty companies to an appropriate extent if this is required to perform
our Services.
6.3 The Customer shall make necessary data carriers available in thephysical and organisational interface format agreed in the quotation
free of charge. The Customer shall be responsible for the delivered
data carriers (e.g. CD-ROMs, USB sticks, email attachments etc.)
being free from viruses.
6.4 If the Customer fails to fulfil one of the Customer’s obligations tocooperate properly or in a timely manner, the contractually agreed
service and execution periods shall be extended. In such case, weshall also have the right to set the Customer a reasonable period forrectifying the required cooperation. If cooperation is not rectified by
expiry of the period, we shall have the right to rescind the contract.

8. Acceptance of work
8.1 In the case of work within the meaning of Sections 631 et seq.
BGB, acceptance shall take place after inspection of the Service
performed. For this purpose, we and the Customer shall draw up an
acceptance protocol to be signed by both parties after the agreed work
has been performed.
8.2 Subject to any agreement to the contrary, the Customer shall beobliged, at the latest after our Services have been performed in full, toinspect our Services and to declare acceptance of our Services inwriting within a reasonable period.
8.3 Work shall also be deemed accepted if we have set the Customer areasonable period for acceptance after completion of the work and theCustomer has not refused acceptance within such period, stating atleast one defect. If the Customer refuses acceptance, stating defects,
the Customer must cooperate at our request in a joint determination of
the condition of the work (Section 650g BGB).
8.4 Any recognisable defects in the work which are not material and do
not exclude acceptance shall be recorded in the acceptance protocol
and remedied by us within the period specified in the protocol. A rightto acceptance according to the above provisions shall also exist in thecase of partial services which have been concluded in themselves andwhich are referred to as such in the individual contract. In addition,
Section 640 BGB shall apply.
9. Warranty for work and assembly
9.1. In respect of work within the meaning of Sections 631 et seq. BGB,
we warrant that the work corresponds to the agreed set of
specifications and is free from defects. If this is not the case, theCustomer shall be entitled, at our option, to remedy of the defect orremanufacturing.
9.2 We shall remedy defects covered by warranty, about which wehave been informed in writing by the Customer. If, even after thesetting and expiry of an appropriate grace period, we do not succeed in
remedying a defect, the Customer can, if the value or suitability of theService is limited, at the Customer’s option, request reduction of theprice or cancellation of the contract. Rescission of the contract shall,
however, be excluded in the case of insignificant faults or deviations.
Apart from this, Art. 12 (exclusion and limitation of liability) shall apply.
9.3 The warranty period for work is one year from acceptance (see Art.
8). This shall not apply to damage claims resulting from a guarantee,
from the assumption of a procurement risk, for injury to life, limb or
health, intentional, grossly negligent or fraudulent act or if longer
periods are mandatory by law pursuant to Section 438 (1) No 2 BGB(construction of buildings and objects for buildings), Section 479 (1)BGB (right of recourse) and Section 634a (1) BGB (building defects).
9.4 No warranty claims shall exist in the case of services within themeaning of Sections 611 et seq. BGB.

7. Representation
10. Assembly, start-up, trial operation
7.1 The powers granted to us by the Customer within the scope of
performing our Services (e.g. for technical acceptance, issuing of
instructions at the construction site etc.) shall be specified in thequotation.
7.2 We may enter into financial obligations for the Customer only ifthere is imminent danger and the Customer’s consent cannot be
obtained in due time.
7.3 No further power is granted to us under this contract. Subsequent
powers going beyond this can be granted by the Customer only in
writing (Section 125 BGB).

10.1 Completion of the work also comprises assembly, start-up, trial
operation and acceptance if this is provided for and agreed with theCustomer within the scope of the quotation. Before assemblycommences, the materials provided and items of the Customer
required to start the works must be located at the installation orassembly site and all preparatory works prior to commencement ofassembly must have progressed to such an extent that the installation
or assembly can commence as agreed and can be performed without
interruption. Access routes and the installation or assembly site mustbe levelled and cleared by the Customer.

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General Terms and Conditions for Work/Services and Assembly of
INTERROLL Fördertechnik GmbH10.2 We shall notify the Customer in writing of the plannedcommencement of assembly for the work or for mutually determined
system components or systems so that preparatory works for the startup and assembly can be commenced in a timely manner.
10.3 A joint inspection of the work shall take place immediately after
notification that the assembly has been completed. In so doing, aprotocol, to be signed jointly, shall be recorded, confirming that theassembly has been completed. Recognised remaining works anddefects must be specified in the protocol.
10.4 Start-up shall comprise all controls, adjustments, trial runs andtests of system components and systems which are indicated in our
quotation. The “commencement of start-up” date shall be determined
jointly by ourselves with the Customer. The Customer must cooperate
constructively in these determinations and the start-up to the best of
the Customer’s belief and knowledge.
10.5 Unless otherwise agreed, we shall be responsible for the
management and successful performance of the start-up, especially interms of system engineering and procedures. The Customer shallmake the Customer’s necessary personnel available for this purpose
and provide the other materials or services owed according to thiscontract. The Customer’s personnel shall comply with our necessary
and reasonable instructions.
10.6 Economic use of the system or system components during thestart-up and/or a trial operation necessarily causes the acceptance of
the work and the passing of risk pursuant to the following paragraph 8.
However, the Customer alone shall be entitled to proceeds from any
economic use.
10.7 If a malfunction occurs during the start-up which interrupts orsignificantly restricts the start-up and/or a trial operation, this shall be
extended by the duration of such malfunction, unless we are notresponsible for such malfunction. Where the start-up or an agreed trial
operation is discontinued, the agreed trial operation period shall startagain, after the causal fault has been remedied.
10.8 If a malfunction occurs during the start-up or a trial operation, forreasons for which we are not responsible, which interrupts orsignificantly restricts the start-up/trial operation, and such suspension
lasts more than 5 working days or several suspensions last a total of 5
working days or more, we shall have a right to compensation for
additional costs and adjustment of scheduling.
10.9 During the start-up and trial operation, all changes to the system
and its mode of operation must be documented by the Customer.
10.10 We shall draw up a protocol concerning the progress andcompletion of assembly, start-up and/or trial operation, which is to besigned by both contracting parties.
11. Prices, payment terms, objection of uncertainty
11.1 In the absence of other agreement, all prices are in principle
quoted in EUROs, excluding value added tax, which is to be borne by
the Customer at the respective legally required rate.
11.2 Services within the meaning of Sections 611 et seq. BGB shall be
invoiced by us pursuant to quotation and actual expenditure as a rule
on a monthly basis or after completion of the Service performed.
11.3. We shall invoice work within the meaning of Sections 631 et seq.
BGB within the periods specified in the quotation or based on theagreed service phases.
11.4 To cover the additional costs incurred in connection with theperformance of the Services and listed below, we shall have the right,
subject to any agreement to the contrary with the Customer, to invoice

a lump sum for additional costs of 5 % of the total gross remuneration
for the Service:a. Shipping costs (incl. postal charges), data transmission costs.
b. Costs for reproductions of drawings and written documents as well
as for the production of films and photos.
c. Travel costs for travel beyond a radius of 15 kilometres from theCustomer’s registered office, in the amount of the flat rates
admissible for tax purposes, unless higher expenses are proved byus.
Further additional costs (such as site office including furnishing, lighting
and heating) can be invoiced after separate commissioning withindividual proof.
11.5 Unless otherwise agreed, all invoices shall be due for payment inprinciple within 10 days of receipt of the invoice. After this payment
deadline expires, the Customer shall be in default. When default
occurs, overdue payment interest of 9 percentage points above therespective base interest rate shall be due. The date payment isreceived by us or credited to our account shall be deemed the payment
date.
11.6 We shall retain title to our Services until payment is made in full.
11.7 If payment terms are not met or circumstances known or
recognisable that, in our proper commercial judgement, give rise tojustified doubt as to the Customer's creditworthiness, also including
such facts that already existed when the contract was concluded but
which were unknown to us or did not have to be known to us, we shallhave the right, notwithstanding further statutory rights in such cases, tocease further work on current orders and to require advance paymentsor the provision of appropriate securities for Services still outstanding
and, after a reasonable grace period for provision of such securities
has elapsed without effect, to rescind the contract, irrespective of otherstatutory rights. The Customer shall be obliged to reimburse us for all
damages incurred by failure to execute the contract.
11.8 The Customer shall have a right of retention or right of set-off onlywith respect to those counterclaims that are not disputed or have beenrecognised by declaratory judgment. The Customer can exercise a rightof retention only when the Customer’s counterclaim relates to the same
contractual relationship.
12. Exclusion and limitation of liability
12.1 We shall be liable in principle only for intent and gross negligenceby us and our legal representatives and vicarious agents. Our liability
and that of our legal representatives and vicarious agents for ordinary
negligence shall, therefore, be excluded except in the following cases:a. breach of material contractual obligations; material contractual
obligations are obligations, the fulfilment of which define thecontract and on which the Customer may rely;b. breach of obligations within the meaning of Section 241 (2) BGB if it
is no longer reasonable to expect the Customer to accept our
Service;c. injury to life, limb and health;d. the assumption of a guarantee for the quality of a Service or for the
existence of a contractual performance;
e. fraudulent intent; orf. other cases of liability mandatory by law (such as arising from theProdukthaftungsgesetz [German Product Liability Act]).
12.2 We shall be liable only for typical and foreseeable damage unless
we can be reproached for intentional or grossly negligent breach of
duty or a case of injury to life, limb and health or other cases of liability
mandatory by law exist(s).

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General Terms and Conditions for Work/Services and Assembly of
INTERROLL Fördertechnik GmbH12.3 Except in the cases pursuant to paragraph 12 (1) a. to f. above
and except for intent and gross negligence, our liability shall be limited
to a maximum amount of liability of EUR 3.0 million for each individual
contract.
12.4 Liability for damage other than the liability stipulated in the above
paragraphs shall be excluded without regard for the legal nature of theasserted claim. This shall apply in particular to damage claims arisingfrom negligence when concluding the contract, due to other breach of
duty or due to claims in tort for compensation in respect of property
damages pursuant to Section 823 BGB.
12.5 Exclusion respectively limitation of liability pursuant to theforegoing paragraphs 12.1 to 12.4 shall apply to the same extent forthe benefit of our executive and non-executive employees and othervicarious agents as well as our sub-contractors.
12.6 Claims by the Customer for damages arising from this contractual
relationship can be asserted only within a preclusion period of one (1)year as of commencement of the statutory period of limitation. This
shall not apply if we are culpable of fraudulent intent, intent or grossnegligence and in the cases pursuant to paragraph 12.1 (a) - (h). The
period of limitation in the case of delivery recourse according to
Sections 445a, 445b BGB shall remain unaffected.
12.7 There is no connection between the reversal of the burden of
proof and the foregoing stipulations.
13. Rights of use

which

can

be

viewedandprintedoutathttps://www.interroll.com/de/datenschutz/.
14.2 If personal data or special categories of personal data arecollected, processed or used by us on behalf of the Customer, this shallbe carried out based on the Customer’s instructions (commissioned
data processing). We undertake to ensure that all order data and theirprocessing are treated as strictly confidential and in particular are notdisclosed to third parties without authorisation.
15. Confidentiality
15.1 The Customer undertakes to keep confidential such facts,
documents and knowledge, which the Customer becomes aware of in
the course of performing the business relations with ourselves andwhich contain technical, financial, business or market-related
information about our company, if we have designated the respective
information as subject to confidentiality or we have an obvious interest
in its confidentiality (hereinafter collectively referred to as confidential
information). The Customer shall use the confidential information solely
for the purpose of implementing and performing the contractual
relationship with ourselves according to the contract and the individual
contracts based thereon.
15.2 Disclosure of confidential information to third parties by the
Customer shall require our express and prior written consent.
15.3 There shall be no obligation to maintain confidentiality pursuant
to paragraph 15.1 above if it is proved that the respective confidential
information:

13.1 We grant the Customer an irrevocable, non-exclusive right of use,
unlimited in terms of time and place, to all work results, if they are
subject to copyright protection, created within the scope of the activities
for the Customer, for any use by the Customer.

a.

is state of the art in the public domain or this information
becomes state of the art without any action by the
Customer; orb.

13.2 All concepts, planning or other engineering services provided,
created or used by us as part of the Services as well as the skills,
capabilities and methods contributed by us shall remain with thecorresponding rights solely with us. We grant the Customer a nonexclusive right of use thereto in this respect only insofar as this isnecessary to use our Services.

c.

was already known to the Customer or is disclosed by a third
party authorised to do so; oris developed by the Customer without any action by us andwithout exploitation of other information or knowledge
acquired through the contractual contact; ormust be disclosed due to mandatory statutory provisions ororders by a court or official authority.

13.3 A right of use granted by us can be transferred to third parties onlywith our prior written consent. The granting of sub-licences, theprovision of the work results to third parties for a period of time or
making them available in any other way shall require our prior writtenconsent.
14. Data protection
14.1 In respect of the Customer's personal data, we shall observe therelevant statutory provisions, in particular the General Data Protection
Regulation (GDPR). Personal data of the Customer shall be collected,
stored, processed and used by us if, insofar as and as long as this isnecessary to establish, perform or terminate the contract with theCustomer. Further collection, storage, processing and use of the
Customer's personal data shall take place only if legislation requires or
permits this or the Customer has consented to this. The Customer isaware that the collection, processing and use of the contact data of the
Customer's contact partners (name, e-mail addresses etc.) based on
Art. 6 (1) b) GDPR is necessary to implement measures prior toentering into a contract and to fulfil the contract with the Customer. We
have the right in particular to transfer the data to third parties if andinsofar as this is necessary to take measures prior to entering into acontract and to fulfil the contract (e.g. for delivery, invoicing or customer
service) pursuant to Art. 6 (1) b) GDPR or to fulfil a legal obligation
within the meaning of Art. 6 (1) c) GDPR. Furthermore, we shallforward such data to third parties (e.g. debt collection agencies) as
appropriate also for the purpose of enforcing claims in accordance with
Art. 6 (1) b) and/or f) GDPR. In addition, our privacy policy appliesd.

16. Place of performance, place of jurisdiction, applicable law
16.1 Place of performance for all contractual obligations is ourcompany’s registered office.
16.2 All disputes shall be settled, if legally admissible, exclusively
before a court of law which is competent for our company’s registeredoffice. We shall also have the right, however, to bring an action against
the Customer at the Customer’s place of general jurisdiction.
16.3 All legal relations between the Customer and ourselves shall begoverned exclusively by the law of the Federal Republic of Germany, inparticular to the exclusion of the UN Sales Convention (CISG).

Interroll Fördertechnik GmbH, Version 02/22

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