AGB`s Lanfer Automation_August 2016_ Englisch

General Terms and Conditions
A. General Provisions ..................................................................................................3
I. Scope of Application, Definition of Terms .....................................................3
II. Prices, Terms of Payment, Customer's Creditworthiness, Conclusion of
Contract..........................................................................................................3
III. Maturity, Default, Right of Retention, Set-off ............................................4
IV. Delivery, Delay in delivery, Delivery Risk, Self-supply Reservation ..........4
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
V. Right of Lien ..................................................................................................... 5
46325 Borken – Weseke
VI. Retention of Title...........................................................................................5
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
VII. Acceptance, Risk Transfer .............................................................................6
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
VIII. Warranty .......................................................................................................7
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
IX. Investigation and Reprimand Obligation.....................................................8
X. Confidentiality..................................................................................................8
XI. Clarifying Statements .....................................................................................8
XII. Limitation of Liability, Disclaimer ................................................................8
XIII. Withdrawal.................................................................................................... 9
XIV. Completeness, Ancillary Agreements ........................................................9
XV. Place of Jurisdiction and Performance .......................................................9
B. Special Provisions for Contracts for the Consulting, Planning, Creation, ....... 10
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
Transfer and Commissioning of Hardware ............................................................. 10
I. Object of Performance ................................................................................... 10
Logata Digital Solutions GmbH
1. Documentation ........................................................................................................ 10
2. Archiving of Documentation .................................................................................. 10
3. Commissioning, Costs of Regulatory Acceptance .............................................. 10
4. Sessions, Training, Production Support................................................................ 11
II. The Customer's Cooperation Obligations, Rights of the Entrepreneur ... 11
Juni 2015
Page 1 of 16
www.logata.com
III. Accident Prevention Regulations, Safety Regulations ............................. 13
IV. Warranty ........................................................................................................ 13
V. Limitation of Liability, Disclaimer ................................................................ 13
C. Special Provisions for Contracts for the Consulting, Planning, Creation and 14
Transfer of Software.................................................................................................. 14
I. Object of Performance ................................................................................... 14
II. The Customer's Cooperation Obligations, Rights of the Entrepreneur ... 14
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
III. Intellectual Property Rights, Rights of Use, Contractual Penalty ............ 15
46325 Borken – Weseke
IV. Warranty ........................................................................................................ 15
V. Limitation of Liability, Disclaimer ................................................................ 16
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
Logata Digital Solutions GmbH
www.logata.com
Juni 2015
Page 2 of 16
A. General Provisions
I. Scope of Application, Definition of Terms
The Terms and Conditions as described below shall apply for the entrepreneurentrepreneur-relationship for the consulting, planning, preparation, transfer and
commissioning of automation systems, particularly computer systems, steering
systems and driveline products which are hereinafter collectively referred to as
"hardware"; and also for the consulting, planning, creation and transfer of software by
the company Lanfer Automation GmbH & Co KG, Hoher Weg 13, 46325 Borken,
Germany (hereinafter referred to as "entrepreneur").
The Terms and Conditions shall apply exclusively; any conflicting or deviating
conditions of the customer shall not be recognized unless their validity is expressly
agreed in writing by the entrepreneur. These GTC shall also apply for all future
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
business.
II. Prices, Terms of Payment, Customer's Creditworthiness, Conclusion of Contract
(1) Prices are in EUR ex works Borken-Weseke plus VAT at the respective applicable
rate. If no price agreement was reached, the valid price list at delivery shall apply.
The entrepreneur reserves the right to change its prices in the event that cost
reductions or cost increases occur upon conclusion of the contract, especially due
to collective agreements or material price increases, etc. These shall be
demonstrated at the request of the customer.
(2) Errors in price lists, offers, calculations, order confirmations, invoices, etc. shall
not be binding on the entrepreneur. With writing, printing or calculation errors in
the offer of the entrepreneur, he shall be entitled to withdraw from this contract.
(3) The credit rating index of the clients of Creditreform Germany at the time of
proposal preparation shall provide the basis for the following payment terms.
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
The following payment terms shall be subject to the disruptive condition that such
credit rating index does not deteriorate to a value of 300 points or above. If the
Im Verbund der
above limit is reached or exceeded, the customer shall be obligated to ensure the
advance to be performed by the entrepreneur by means of a directly enforceable,
perpetual and domestic guarantee from a credit institution for the fulfilment of the
Logata Digital Solutions GmbH
contract. The guarantee is to be provided in the amount of the still outstanding
www.logata.com
payments. Until the submission of such guarantee, the entrepreneur shall be
entitled to withhold his advance. Any delays in delivery which may occur due to the
thus existing right of retention shall not be at the expense of the entrepreneur. In
particular, the right of retention shall not lead to the entrepreneur being committed
towards the customer to take any contract penalties, penalties or other damages
caused by delay.
Juni 2015
Page 3 of 16
(4) The prices underlying our offer are subject to change. With new offerings, all
previous offers / drawings for the project shall lose their validity.
(5) We shall be bound to offers for 30 days from mailing.
III. Maturity, Default, Right of Retention, Set-off
(1) For purchase and sale contracts, the purchase price / labour costs shall be due
immediately against and in turn for handing over the goods; § 640 BGB (German
Civil Code) shall remain unaffected.
(2) The customer shall be in default without further explanation by the
entrepreneur 15 days upon the due date, provided he has not paid. Moreover,
the statutory provisions shall apply.
(3) The customer is not entitled to withhold or set off against counter claims which
have not been legally established or recognized by the entrepreneur.
IV. Delivery, Delay in delivery, Delivery Risk, Self-supply Reservation
(1) Any information about the expected delivery time shall be non-binding, unless the
customer has been granted a written binding commitment in individual cases.
Even in the event that a binding commitment has been given, the delivery date
shall be reasonably extended in the event of force majeure or other unforeseen
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
events including labour disputes such as strikes and lockouts in the seller's,
suppliers or transport company causing delayed delivery. The entrepreneur is
entitled to make partial deliveries, unless the partial delivery is of no interest to the
customer. If the entrepreneur cannot meet the delivery and performance dates for
reasons other than the above, this shall entitle the customer to assert his legal
rights only if he unsuccessfully set an appropriate deadline for the entrepreneur of at least 15 days - to perform his services.
(2) The shipping shall occur at the expense and risk of the customer. Upon dispatch
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
of the goods to the customer, at the latest when leaving the factory / warehouse,
the risk of accidental loss or accidental deterioration of the goods shall pass to
the customer.
Logata Digital Solutions GmbH
This shall apply regardless of whether the goods are shipped from the place of
performance or by which party the freight costs are borne. The mode of shipment
shall be left to the entrepreneur.
Juni 2015
Page 4 of 16
www.logata.com
(3) The entrepreneur does not assume any procurement risk. He shall be entitled to
withdraw from the contract if he does not receive the delivery item despite prior
conclusion of a purchase contract; the responsibility of the entrepreneur for wilful
misconduct or gross negligence shall remain unaffected. The entrepreneur shall
inform the customer immediately about the non-availability of timely delivery of
the item and, if he wants to resign, exercise the right of withdrawal immediately;
the entrepreneur shall reimburse the customer immediately the respective service
in return in case of withdrawal.
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
V. Right of Lien
The entrepreneur shall be entitled to a right of lien for claims arising from the contract
46325 Borken – Weseke
regarding the subject matter of the contract. It can also be invoked with regard to
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
claims that are not directly related, if identity of parties exists. In addition, the statutory
provisions for the right of lien shall apply.
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
VI. Retention of Title
(1) If the property is not already covered by copyright laws and the subject matter
of the contract, the entrepreneur shall reserve this until all claims incurred to
the date of this contract, including all claims arising from subsequent orders or
all payments under an existing current account (business relationship). Where
payment of compensation has been agreed with the customer based on the
check-exchange procedure, the reservation shall also extend to the bill of
exchange accepted by the entrepreneur through the customer.
(2) The customer shall be obliged to treat the goods properly, in particular, he shall
be obliged to insure them or the premises where the goods are stored at his
own expense against fire, water and theft at replacement value.
(3) The customer shall not be entitled to sell, give away, pawn or assign as security
the goods delivered under retention of title. However, the commercial customer
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
shall be entitled to process the goods in the ordinary course of business and under retention of title - to sell such goods, as long as his payments are not in
default towards the entrepreneur. However, he shall already assign all claims to
Logata Digital Solutions GmbH
the amount of the total sum (including VAT) of the claim of the entrepreneur,
accruing to him from the resale against his customers or third parties, regardless
of whether the goods have been resold without or after processing. The
entrepreneur accepts the assignment.
Juni 2015
Page 5 of 16
www.logata.com
(4) If reserved goods are combined, mixed or blended with goods not belonging to
the entrepreneur, he shall become co-owner in accordance with the statutory
provisions. Should the customer by combining, mixing or blending obtain sole
ownership, he already automatically transfers the ownership to the ratio of the
value of the reserved goods to the other goods at the time of combining, mixing
or blending to the entrepreneur.
VII. Acceptance, Risk Transfer
(1) Where work performance principles apply to the contractual relationship,
remuneration is due with partial or total acceptance of the payable service.
Upon acceptance, the customer deems the subject matter of the contract
substantially contractually performed. Any defects which do not, or only
marginally, affect the functionality shall not entitle the customer to refuse
acceptance.
(2) A specific form of acceptance is not agreed. Should a formal acceptance not be
granted, the transfer of the subject matter of the contract to the customer / end
user or the intended use of the subject matter of the contract by the customer
shall be deemed as acceptance. If, for reasons for which the entrepreneur is not
responsible, no acceptance is performed, the service shall be deemed accepted
no later than two weeks upon completion. The service shall also be deemed
accepted if any disturbances (e.g. in third party providers) occur for which the
entrepreneur is not responsible, affecting the application / the total operational
readiness of a system.
(3) On the acceptance date, the customer shall provide authorised and
knowledgeable personnel at his own expense.
(4) Any defects which do not, or only marginally, affect the functionality shall not
entitle to a refusal of acceptance. The system shall also be deemed accepted
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
unless any disturbances occur for which Lanfer Automation is responsible which
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
affect the output.
Im Verbund der
(5) The entrepreneur shall bear the risk until acceptance of the service. If the
customer is in default of acceptance, the risk passes to the customer. For the
accidental loss and accidental deterioration of the goods / material / substance
Logata Digital Solutions GmbH
supplied by the customer, the entrepreneur shall not be responsible.
www.logata.com
(6) If the acceptance is delayed by a circumstance for which neither party is
responsible, the performance and compensation risk shall pass to the customer
two months upon completion of the service.
Juni 2015
Page 6 of 16
VIII. Warranty
(1) There are no warranty rights in cases of only insignificant deviations from the
agreed quality, for only minor impairment of usefulness, of natural wear and
tear and damage the special after the transfer of risk from faulty or negligent
handling, excessive strain, and unsuitable equipment or due to external
influences which are not assumed under the contract.
(2) Excluded from the warranty are wear parts, such as fats, oils, hose packs,
external peripheral connections, cables strained under torsion and bending and
components recognised as a wear parts (see spare and wear parts list).
(3) The deliveries and services of the entrepreneur are, unless otherwise agreed, not
to use in life support devices or in applications where faulty behaviour may
result in damages to life and limb of the user.
(4) The products / services of the entrepreneur are intended solely for the use
described in the offer. The customer agrees to only allow especially trained staff
working on the system / with the machine. The customer is obligated to report to
the entrepreneur any safety-related modifications, accidents and safety-relevant,
recurring defects.
(5) If there are no other mandatory deadlines set by law, the warranty rights shall
expire 12 months after delivery of the goods. An assignment of the warranty
rights of the customer to a third party shall be excluded.
(6) The customer is not entitled to assert claims and rights due to defects, if he has
not made due payments and the amount due is in appropriate proportion to the
value of the - defective - delivery.
(7)
If the customer demands compensation instead of performance or wishes to
perform self-performance, a failure of the repair is given only after the second
unsuccessful attempt. The law concerning the dispensability of setting a deadline
shall remain unaffected.
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
(8) If justifiable warranty claims, in particular subsequent performance, are settled by
the contractor at the head office of the client, the contractor must only bear the
costs of material and wage costs, but not any possible costs of employees for the
Logata Digital Solutions GmbH
journey to this location, board and/or lodging costs of the employees. The place
of fulfilment for the warranty claims shall be the head offices of the contractor.
Juni 2015
Page 7 of 16
www.logata.com
IX. Investigation and Reprimand Obligation
(1) The customer is obliged to examine the services provided by entrepreneur,
including any documentation with merchants within 8 business days, or within 2
weeks after delivery / provision; in particular the completeness of data carriers,
manuals as well as the functionality. Defects identifiable hereby must be
communicated to the entrepreneur in writing within a further 8 days. The notice
of defects must include a detailed description of the defect. The specifications of
an existing defects form shall be adhered to.
(2) Any defects which are not identified in the context of the aforementioned proper
investigation must be rebuked within 8 days with merchants, or within 14 days
after discovery under compliance of the reprimand requirements above.
(3) In cases of violation of investigation and reprimand obligations, services provided
by the entrepreneur shall be deemed approved in respect of the relevant defect.
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
X. Confidentiality
(1) Offers and order confirmations shall be strictly confidential and intended solely
for your internal business use. We ask for your understanding that without our
approval, order confirmations and offers can neither be copied nor disclosed to
third parties.
XI. Clarifying Statements
(1) In accordance with the customer it is stated that the legal relationship
between the customer and his end user within the resulting constellation
of such legal relationship shall not have any consequences for the
obligation of the customer towards the company Lanfer Automation,
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
especially, performance obligations of the customer towards the company
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Lanfer Automation shall remain unaffected thereby. This shall especially
Im Verbund der
apply for the payment and acceptance obligations resulting from the
contract which exist entirely independently from whether his end user
fulfils his obligations towards the customer or not.
Logata Digital Solutions GmbH
www.logata.com
XII. Limitation of Liability, Disclaimer
(1) The entrepreneur shall be liable in cases of intent or gross negligence on the part
of himself, a representative or agents pursuant to the statutory provisions. In
addition, the entrepreneur shall be liable only for breach of essential contractual
obligations of life, body or health or due to culpable injury. The claim for damages
Juni 2015
Page 8 of 16
by the customer for breach of essential contractual obligations shall be limited to
the contract-typical, foreseeable damage and limited to a maximum of 20% of the
order value. The liability of the entrepreneur shall also be limited in cases of gross
negligence on the contract-typical, foreseeable damage if none of the exceptions
listed above exists.
(2) Liability for damages caused by the goods or the performance of the contractor
towards legal assets of the customer, e.g. damage to other property, loss of
production, labour costs, loss of data, loss of profits or other consequential
damages shall be excluded. This shall not apply in cases of intent or gross
negligence or those based on liability for injury of life, body or health.
(3) In case of damage of the data carrier material, the replacement obligation shall
not include the cost of replacement of lost data and information.
(4) The aforementioned provisions shall also apply to the personal liability of staff,
employees, representatives and agents of the entrepreneur.
XIII. Withdrawal
The contracting entity can only withdraw within the framework of the legal provisions
of the contract if the entrepreneur is responsible for the breach of duty; in the case of
defects, however, the statutory provisions shall apply.
XIV. Completeness, Ancillary Agreements
Amendments or additions to these Terms and Conditions and all agreements shall
only be effective if performed in writing and signed by authorised representatives of
the contracting parties.
XV. Place of Jurisdiction and Performance
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
If both parties are general merchants, the exclusive place of jurisdiction - also for
exchange and / or cheques - shall be the place of business of the entrepreneur.
However, the entrepreneur is entitled to sue the customer at his residence or domicile
court. Unless stated in the order confirmation, the place of business of the
entrepreneur shall also be place of performance.
Juni 2015
Page 9 of 16
Logata Digital Solutions GmbH
www.logata.com
B. Special Provisions for Contracts for the Consulting, Planning, Creation,
Transfer and Commissioning of Hardware
The following requirements shall precede - where they compete - for contracts before
the consultation, planning, preparation, transfer and commissioning of hardware the
general provisions.
I. Object of Performance
Object of performance shall be the consulting, planning, creation, transfer and
commissioning of automation systems, particularly computer systems, steering
systems and driveline products. This also concerns complete steering and distributors,
the erection of extension fields, making changes or extensions of systems on site, the
installation of busbar distributors, performing partial installations, such as the
installation of interconnections between busbar distributors of different currents.
Specifically, the following obligations shall become part of the contract if no deviating
agreements have been made:
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
1. Documentation
(1) The documentation documents are created in German and forwarded in A4
folders and / or on data carriers. Manufacturers' documents shall be passed on in
the original condition (e.g. descriptions of standard software and modules). The
scope of delivery consists of a circuit plan, a wiring plan and a parts list as well as
the SPS AG dump (Abzug).
(2) The electrical documentation is created on a CAD workstation with the ePLAN 8.x
programme. Of these, the customer shall receive two copies in paper format and
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
2. Archiving of Documentation
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
The implementation of changes in the documentation archived by the customer (HW
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
a CD with the respective PDF files. The documentation of the application software
(PLC-programme) shall be performed on paper and data carrier (CD-ROM).
plans, dumps, etc.) is up to the customer. However, storing documentation online on
Im Verbund der
the web server of the entrepreneur is possible. In a password-protected customer area,
all available PDF files for the project are stored. (eg CAD, electrical, pneumatic,
hydraulic diagrams manuals). Hence, all the documentation is available at anytime
from anywhere to authorised users. However, a corresponding agreement shall be
www.logata.com
made between the parties.
3. Commissioning, Costs of Regulatory Acceptance
(1) Technician reports with daily reports shall document the work progress and the
reasons for delays. These reports must be countersigned by the customer or end
user.
Juni 2015
Logata Digital Solutions GmbH
Page 10 of 16
(2) Commissioning works that are not included in the quoted price shall be charged
against proof of travel, waiting and working hours, fees and expenses for
material consumption shall be charged at the rate prevailing.
(3) The customer shall bear any resulting regulatory or institutional acceptance
costs.
4. Sessions, Training, Production Support
(1) The training to be carried out by the entrepreneur has the character of a target
group-oriented instruction. The actual training of the customer's / end user's staff
shall be performed "on the job" in the context of optimization. Therefore, it must
be ensured on part of the customer that the customer's / end user's staff be
available. This particularly applies in the phases "trial run", "ramp-up phase" and
46325 Borken – Weseke
"acceptance". Only under this basis can a smooth operation of the plant be
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
ensured by the entrepreneur.
[email protected]
www.lanfer-automation.de
(2) The offer price includes a one-day training of the relevant group of people.
II. The Customer's Cooperation Obligations, Rights of the Entrepreneur
(1) For the contractual compliance of business duties it represents an obligation of the
customer to ensure and hold up the following:
•
Provision of a decision-making project manager for the entire project period.
•
Participation in the creation of functional specifications based on the
specifications sheet and speedy approval.
•
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
A statement or permits must be made no later than one week (starting with the
delivery date) after delivery of the documents in writing. Failure to do so shall
deem the documents approved.
•
Provision of necessary supplies (electricity, air, etc.)
•
The execution of all mechanical work shall be taken over free of charge by the
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
customer.
•
Provision of free materials and orders for testing purposes or acceptance.
•
If scaffolds, forklifts, special or lifting tools are required for assembly, they shall
Im Verbund der
be provided free of charge by the customer or end user.
•
•
Fire safety guards during welding and grinding work, if necessary, shall be
Logata Digital Solutions GmbH
provided free of charge by the customer or end user.
www.logata.com
For the installation and commissioning, the complete system shall be made
available to us.
•
The complete system shall be made fully available to the entrepreneur on part
of the customer for the installation and commissioning.
•
Any masonry, mortising and earthworks shall be carried out on site.
•
The customer or end user shall provide a free remote maintenance facility (e.g.
telephone connection) during commissioning and for subsequent servicing.
Juni 2015
Page 11 of 16
(2) The customer shall ensure that the installation and commissioning work starts on
time, is speedy and trouble-free and can be performed without interruption.
Commissioning areas must be ready for commissioning, mounting areas must be
ready for assembly. All site work must be completed and the mechanical
components must be installed and aligned. Any necessary additional work or
waiting times are calculated according to the respective project price list by the
entrepreneur.
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
3)
Unless adequate housing is sufficiently provided in the vicinity of the start-up or
assembly location, the customer shall be obliged to assist in housing provision.
Where the efforts of entrepreneur and customers remain unsuccessful, the
customer shall bear the necessary additional expenses.
(4) For the data and the application software, the customer shall bear the full
responsibility and shall ensure the adequate data protection. The copying over,
restoring and re-establishing of the operating system, the application software
and the data shall also be at the expense of the customer within the warranty
period.
(5) For delay in commissioning, installation or acquisition in their own company, for
reasons for which the contractor is not responsible, the customer shall be
invoices with all resulting additional expenses. This shall also apply to loss and
waiting times of the entrepreneur, which shall be estimated based on the amount
of the concluded contract.
(6) The customer shall be obliged to inform the entrepreneur when components to
be provided are completed. This also applies to components which must be
provided by third entrepreneurs. If there are errors or incompatibilities in the
provided components, the customer shall be notified immediately. The resulting
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
additional cost for troubleshooting, waiting times, etc., incurring for the
entrepreneur and for which he is not responsible, shall be borne by the customer.
(7) If provision occurs on the part of the customer or end users of participating
trades, customers or end users shall undertake to inform themselves regarding
the functionality and compatibility of the components to be provided. If there
are errors or incompatibilities in the provided components, these shall be noted
immediately. The customer shall be invoiced for the resulting additional expenses
for troubleshooting, waiting times, etc.
Juni 2015
Page 12 of 16
Logata Digital Solutions GmbH
www.logata.com
III. Accident Prevention Regulations, Safety Regulations
(1) The entrepreneur shall be subject to the accident prevention rules of the
Employers' Association of Precision Mechanics and Electrical Engineering. Any
accident prevention regulations that are to be complied with must be announced
to the commissioning and installation manager by the customer. He shall be
responsible for the instruction of his own and possibly provided personnel
regarding the compliance with all specified safety regulations. Entrepreneurs and
customer shall disclose to each other the personnel responsible for security for
their respective area.
(2) The customer shall ensure the fulfilment of the professional association security
requirements for the system and the use release only after their complete
fulfilment (e.g. people blocking access for the entire area, or other barriers or
safety and equipment).
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
IV. Warranty
The entrepreneur shall be entitled to demand from the customer that the product or
parts thereof affected be brought at the expense and risk of the customer for repair to
the headquarters of the entrepreneur.
V. Limitation of Liability, Disclaimer
(1) The rights accruing from defects of the customer shall in particular not apply
when operating and / or maintenance instructions provided by the entrepreneur
have not been complied with by the customer and / or the customer
interchanges parts on the products or uses consumables which are not conform
to the specifications of the entrepreneur or the manufacturer.
(2) In cases of delays of acceptance in their own company or the completion of any
agreed trial operation for more than 14 days, the period of limitation for
warranty claims of the customer process shall commence with expiry of the
deadline. This shall not apply if the customer is not responsible for the delay.
Liability for consequential damages that may result from the aforementioned
potential delays shall be excluded. Furthermore, the entrepreneur shall not be
liable for any defects caused by personnel provided by the customer, provided he
Juni 2015
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
Page 13 of 16
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
Logata Digital Solutions GmbH
www.logata.com
proves that he neither gave incorrect instructions, nor did he violate his duty of
supervision.
(3) If during renovation work, where a temporary dismantling of old components is
required, these components are damaged due to the lack of voltage of the
system or due to turn-on voltages, the overall risk for this shall lie with the
customer or end user. As far as possible, in the event of damage to a component,
the customer or end user must cover a corresponding replacement.
C. Special Provisions for Contracts for the Consulting, Planning, Creation and
Transfer of Software
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
The following requirements shall precede - where they compete - for contracts before
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
the consultation, planning, preparation and transfer of software the general provisions.
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
I. Object of Performance
Object of the performance is a software to be developed by the entrepreneur and
transferred to the customer including appropriate use instructions.
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
With delivery or transfer of software, the entrepreneur grants to the customer against
payment of the agreed remuneration the exclusive and non-transferable right to use
the software provided to him under compliance with the following terms and
conditions, and any instructions of the manufacturer of the software as part of his
business operations.
II. The Customer's Cooperation Obligations, Rights of the Entrepreneur
(1) The task to be handled by the software, the required scope of services and other
specifications are to be described in detail in a report prepared by the customer
in a specifications sheet to be created by him, which shall be part of the
contract. The software shall be created by the entrepreneur in accordance with
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
the requirements set out therein.
(2) The customer shall provide the entrepreneur with the information necessary to
conduct the services to be provided by him without being asked, free of charge
and timely manner, as well as any other documents, information and other
necessary work equipment. The customer shall ensure that the entrepreneur is
provided with professionally qualified staff, if applicable, for binding information.
(3) The customer is obliged to provide the entrepreneur with data and information,
especially existing hardware and software, to be possibly used in conjunction
with the software to be created, free of charge.
Juni 2015
Page 14 of 16
Logata Digital Solutions GmbH
www.logata.com
(4) For the data and the application software, the customer shall bear the full
responsibility and shall ensure the adequate data protection. The copying over,
restoring and re-establishing of the operating system, the application software
and the data shall also be at the expense of the customer within the warranty
period.
III. Intellectual Property Rights, Rights of Use, Contractual Penalty
(1) Where property rights, including copyrights, in the framework of the provision of
consulting and planning services by the entrepreneur occur, he reserves the
exclusive rights thereto. The advisory and planning services shall remain the
intellectual property of the entrepreneur. The customer shall be, however, entitled
to a right of use which is unique, limited to the respective hardware, irrevocable,
temporally and spatially unlimited, non-exclusive, but transferable only with the
consent of the entrepreneur to third parties, provided he has fully paid the
remuneration for the provision of consulting services agreed by contract.
(2) Paragraph 1 shall apply with respect to the software developed by the
entrepreneur including any user manual. The customer shall be entitled to partial
or complete transfer of the right to use the software, in particular to grant sublicenses, as well as to publication the software elsewhere only with the consent of
the entrepreneur. The granting of consent shall be dependent on a reasonable
additional compensation to the entrepreneur. The use of the software within a
network or any other multi-station computer system is illegal as far as the
possibility of simultaneous multiple uses of the programme is created. Otherwise
the customer shall be obliged to pay a corresponding network fee per
workstation to the entrepreneur. In the event of unauthorised transfer / disclosure
to a third party the right of the customer to use the programme shall terminate.
(3) If the customer breaches the foregoing conditions, he shall be obligated to pay
to the entrepreneur a penalty to be determined at his discretion and, in case of
dispute, to be reviewed by the competent court for reasonableness.
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
Logata Digital Solutions GmbH
IV. Warranty
www.logata.com
If the entrepreneur advises the customer in connection with the planning of dataprocessing based methods, especially in the preparatory work and the development of
sketch and fine concepts with the aim of drawing up a specifications sheet for the
creation of a software, the entrepreneur shall be liable for the accuracy and quality of
his consulting services, but not for the occurrence of certain performance success.
Juni 2015
Page 15 of 16
V. Limitation of Liability, Disclaimer
The warranty claims of the customer shall expire as soon as he changes the software
himself or with third parties without the consent of the entrepreneur or links it to other
software. It is believed that a change in the software has been made by the customer if
he has received the source code of the software according to a respective agreement
with the entrepreneur.
The customer reserves the right to refute this assumption. In these cases the right of
the customer to remedy the defect himself and demand reimbursement of necessary
expenses shall also be void according to § 637 BGB (German Civil Code).
Lanfer Automation
GmbH & Co. KG
Hoher Weg 13
46325 Borken – Weseke
Tel.: +49(0) 2862/913–100
Fax: +49(0) 2862/913–600
[email protected]
www.lanfer-automation.de
Lanfer Automation
GmbH & Co. KG
AG Coesfeld HRA 3262
Logata Digital Solutions GmbH
Schlavenhorst 88a
46395 Bocholt
AG Coesfeld HRB 8762
Geschäftsführer:
Thomas Nienaber (Vorsitzender)
Guido Faßbender
Christian Göhr
Ann-Kathrin Löhr
Andreas Trautmann
Bankverbindung:
Volksbank Bocholt
BLZ 428 600 03
Kto. 590 188 700
Swift-Code/BIC
GENODEM1BOH
IBAN DE04 4286 0003
0590 188 700
St.Nr. 307/5781/0209
USt. –IdNr.: DE 196 878 997
Im Verbund der
Logata Digital Solutions GmbH
www.logata.com
Juni 2015
Page 16 of 16