for MHI GmbH, Maschinenbau, Handel, Instandsetzung
Gewerbepark Hardtwald 10, D-68723 Oftersheim, Germany
(hereinafter referred to as MHI)
Current as of: 11/03/2016
A. General Conditions
I. Determining Conditions, Conclusion of Contract, Scope
1. For all contracts with the clients, the following conditions apply exclusively. Conflicting, deviating or additional conditions on the part of the client are not legally binding, even if they are contained in a future purchase order or contract and we do not expressly disagree with them.
In concluding this contract and / or in accepting delivery, the client is deemed to have accepted these terms and conditions.
2. The conditions only apply to clients which are business owners within the context of section 1, paragraph 14 of the German Civil Code (hereinafter referred to as BGB). They also apply to all future transactions with the client, even if this is within the framework of an existing business relationship.
3. The contract with the client is deemed concluded upon our written confirmation or upon commencement of the performance of the contract.
4. Alterations, expansions and the cancellation of a contract or the removal of individual clauses from these terms and conditions – including this particular clause – must be made in writing.
II. Offers, Changes to Value Added Tax, Termination
1. Our offers, as well as the prices listed in our printed materials, letters etc. and delivery options and cost estimates remain subject to alteration as long as they are not expressly indicated as binding.
2. If changes are made to the VAT law between the conclusion of this contract and its execution, MHI reserves the right to invoice for the altered VAT, even in the case of partially completed services. This also applies for determining remuneration rates for export costs or remuneration for the exporters.
3. Open-ended contracts can be cancelled by either party with a notice period of six months. The right to immediate termination with good cause remains unaffected.
III. Payment Conditions, Offsetting Ban, Consolidation of the Accounts
1. Payment without deduction is to be made, unless otherwise explicitly agreed in writing, free of postal charges and other expenses, within 14 days of having received our invoice.
2. The client shall be deemed as being in arrears with the payment due to us 30 days after the due date and receipt of the invoice or an equivalent list of payments. During this period of arrears, we shall charge annual interest in the amount of 9 percentage points above the base interest rate with no requirement to issue a further warning letter.
3. MHI shall accept cheques and bills of exchange only as conditional payment, bills of exchange are only accepted if this has been agreed upon separately. Discounts and expenses shall be covered by the client. Regardless of the duration of any bill of exchange we accept or deferrals we grant, our fees shall be due immediately if the client does not adhere to the payment conditions or circumstances arise or MHI becomes aware that the client has a questionable credit rating.
4. The client may only make charges against our demand for payment if their counter claim is uncontested or has been determined by a court.
The client is only authorised to exercise their right of retention if their counter claim refers to the same contractual relationship.
5. MHI reserves the right to demand, in writing, advance payment or the submission of a bond in the amount of the full invoice sum if circumstances arise or if we become aware that there is a danger the client will not be able to pay. If, after a written request, the client does not make this advance payment or submit a bond within an acceptable period, MHI reserves the right to withdraw from the contractual agreement with no further notice required.
6. It is the client’s responsibility to verify the consolidation of the accounts, in particular balance confirmations, as well as miscellaneous calculations, in terms of their accuracy and completion. All objections to the consolidation of the accounts are to be made in writing within one month of the invoice date. Failure to raise objections within the time period shall be regarded as acceptance.
IV. Contract Deadlines
1.1. Binding contract deadlines for MHI for which no starting point has been agreed shall begin as soon as all individual elements of the procedure have been made clear, both sides are in agreement on all business conditions and, where applicable, the client as made their advance payment.
1.2. In the event of force majeure or circumstances which are not attributable to MHI (e.g.: malfunctions, strikes) and which prevent this contract from being fulfilled on time, MHI reserves the right to postpone the fulfilment of all duties for an acceptable period or, if these events prevent MHI from completing its role in its entirety, to withdraw from all or part of this contract. The same applies if we do not receive the materials required from our suppliers for completing the order punctually or if, for reasons not attributable to MHI, we do not receive them at all. Claims for damages of any kind are excluded according to part A, number V., paragraph 2 of these terms and conditions.
2. If we are unable to complete our task before the deadline, or before an acceptable extended deadline granted in writing by the client, the client is entitled to withdraw from the contract and claim damages.
Even if the law specifies that a warning is enough or is not needed, MHI is only deemed to have fallen behind once a suitable extended deadline, given in writing, has passed.
V. Exclusions of Liability and Limitations of Liability
1. The following applies for all claims for damages on the part of the client, regardless of the legal reason:
Any claims for compensation made by the client for the loss of profits due to damages caused by production downtimes and damages that do not directly arise from the delivered goods but arise indirectly from them (consequential damages), are excluded.
In addition, MHI is only entitled to claim damages up to the full invoice amount for our services. Exclusions of liability and limitations of liability also apply for the benefit of our employees, colleagues, legal representatives and vicarious agents.
2. Exclusions of liability or limitations of liability included in parts B. and C. of these terms and conditions do not apply
• for damages caused by harm to life, limb or health caused deliberately or negligently by us, our legal representatives or vicarious agents;
• for miscellaneous damages which we, our legal representatives or our vicarious agents have caused deliberately or due to gross negligence;
• if and as far as the duty that was breached is essential for fulfilment of the purpose of the agreement (cardinal duty) and the damages were preventable;
• if we have fraudulently concealed a defect or have given a quality guarantee for an item;
• if and as far as we are liable pursuant to the German Product Liability Act or for other reasons.
VI. Agreed Condition, Weights and Measures
1. The information and illustrations given in our brochures and catalogues or on our homepage are approximate values that comply with customary industry practice. The agreed nature of the services exclusively conform to the agreed technical requirements. The agreed technical requirements, as with our own specifications, are only service descriptions and not guarantees, as long as nothing to the contrary has been expressly agreed upon.
2. Where measures are concerned, the respective DIN and EN standards shall apply. Furthermore, the information given in our quotations and order confirmations is accurate to the best of our knowledge, however it is not a guarantee of condition. Minor differences, particularly production-related minimum and maximum weights and measures, do not justify a claim for defects if no express agreement to the contrary exists.
VII. Complaints, Claims for Defects, Liability Provision
1. All defects must be communicated to MHI, in writing, immediately or within five working days of completion of services at the latest (in the case of hidden defects, these must be communicated to MHI within five working days of their discovery). If the client does not report any defects within this time, the services shall be deemed to have been considered satisfactory.
2. If the complaint is justified, we, at our discretion, will rectify the problem or arrange for a replacement delivery free of charge. If our attempt to rectify is unsuccessful or our replacement faulty, or if we refuse without justification to repair or replace or where we unacceptably delay repair or replacement, the client is entitled to reduce their payment or withdraw from the contract if the defect is not a construction service.
3. If the client wrongfully reports a defect that is not attributable to us, we shall be entitled to charge the client for reasonable expenses incurred by us in connection with the repair and / or determination of defects.
4. In the event of a claim for damages, the clause in part A, number V., paragraphs 1 and 2 of these terms and conditions shall apply.
5. If we send samples for examination by the client, we are only liable for the delivery being carried out based on the sample, bearing in mind any adjustments.
6. No claims for damages shall be entertained in the case of failure or malfunction caused by: violation of operating, maintenance or construction regulations, negligent or careless use on the part of the client, natural wear and tear or client or third party interference with the object of this agreement.
7. Defects in only one aspect of our service shall not entitle the client to find fault with our services as a whole.
VIII. Periods of Limitation
Claims for damages expire one year from the passing of the risk. Exceptions to this are the circumstances outlined in part A, number V., paragraph 2 of these terms and conditions, in which the exclusions of liability and limitation of liability do not apply. In these cases, as well as
• in the case of a direct sale to a private user;
• as far as we are obliged to reimburse the costs that the client has to bear pursuant to section 478, paragraph 2 of the BGB towards a private user and / or a subcontractor in the supply chain re: the sale of a new item for the purposes of supplementary services;
• if the item we deliver is used in its intended manner for building works and causes the defect and, thereby, causes damage to these works, and part B of the Construction Tendering and Contract Regulations does not underlie the contractual agreement, the claims expire within the legal deadline.
IX. Property Rights, Tools, Models and Diagrams
1. If the client makes models, tools or other manufacturing equipment available to us, these are to be sent to us free of charge. We reserve the right to request that the client take back this equipment at any time. If the client does not collect the equipment within one month of being asked to, we reserve the right to send it back at the client’s own expense. The client is responsible for maintenance and any desired alterations. The client is responsible for the equipment’s technically correct condition and that it is fit for purpose. We are, however, entitled to carry out manufacturing or production changes. Unless agreed beforehand, we are not obliged to verify whether the equipment provided corresponds with the enclosed diagrams or models.
2. If workpiece-specific models, tools or manufacturing equipment are manufactured or procured by us upon the client’s request, the client shall reimburse to us any costs incurred separately. Unless an express agreement to the contrary exists, they are to be paid when the first sample is sent or, if no sample is required, when the first delivery is carried out. If the full costs have not been calculated, the client shall also bear the remaining costs if they do not take delivery of the number of items agreed upon conclusion of the contract. The models, manufacturing equipment and tools manufactured or procured by us remain our property. For the duration of the contract, they shall be used exclusively for deliveries to the client. If three years have passed since the last delivery, we shall no longer be obliged to continue to store the equipment. If an agreement exists stating that the client becomes the owner of the equipment, the title shall pass to them upon payment of the purchase price and / or the fees. The handover of the equipment shall be replaced by our obligation to keep these items. The storage relationship may be terminated by the client at the earliest two years after the title transfer if no agreements to the contrary have been made.
3. All models, tools and other manufacturing equipment shall be treated with the care expected and required of our own. If the client requests so, we are obliged to insure their models, tools and other equipment at their own cost. Claims for damages because of damage, destruction or breach of duty to or related to such models and / or manufacturing equipment are only upheld in accordance with part A, number V., paragraphs 1 and 2 of these terms and conditions.
4. If services are carried out according to the client’s diagrams or other information, the client is responsible for their accuracy. In this case, we are not responsible for ensuring that the protective rights of third parties are not infringed. The diagrams and documents we hand out to the client, as well as our suggestions for the best way to design and manufacture the products, may not be passed on to any third party. We may request their return at any time. License claims on the part of the client, which are based on industrial property rights concerning models submitted, or models manufactured, or procured, as well as manufacturing equipment shall be excluded as long as we use these in the manner outlined in the contract.
5. In the event of a breach of industrial property rights on the part of a third party attributable to us, we may, at our discretion and at our own expense, either obtain a right of use sufficient for the agreed or expected use and grant the same to the client, or exchange the delivered items provided that, in each case, this does not detract from the agreed and presumed use of the goods supplied. If we are unable to do this or if we refuse a replacement, or if the replacement fails, the client’s statutory rights shall apply. For claims for damages, however, may only apply in accordance with part A, number V., paragraphs 1 and 2 of these terms and conditions.
1. The client shall only use the documentation (including all samples, figures, diagrams, calculations, models and data) and knowledge gained as part of this business relationship for the purposes for which they were intended and, with the same care and attention as their own documents and knowledge, not make them accessible to third parties if we indicate them as confidential or if it is clear that it is in our best interests to keep them secret. This obligation begins upon first receipt of the documents or knowledge and ends three years after the end of the business relationship.
2. The confidentiality obligation does not apply for documents and knowledge that are common knowledge, already known to the client before they were bound by this confidentiality obligation, distributed by authorised third parties or developed by the client without use of the confidential documents and knowledge.
3. Our intellectual and property rights to these documents remain, as long as no other express agreement to the contrary exists, unaffected by the transfer of the documentation.
XI. Retention of Title
1. We retain ownership of the merchandise (conditional goods) until all payment owed by the client as part of this business relationship, as well as payments arising in the future from contracts concluded at the same time as or subsequent to this one, are settled. In the event of an ongoing invoice, the conditional goods and all rights thereto shall be deemed security for the entire balance claimed plus interest and costs. In the event of seizures or other action by third parties, the client must notify us immediately.
2. The client is entitled to alter and sell the product as part of regular business. This authorisation shall terminate if the client defaults on or suspends payment.
The same shall apply if an application is filed to initiate insolvency proceedings over the client’s assets or if these are rejected due to lack of assets.
Pursuant to part A, number XI., paragraphs 5 and 6 of these terms and conditions, the client is only permitted to resell the conditional goods under retention of title and must ensure that the proceeds of the sale go to us. The deployment of the conditional goods to fulfil construction and construction supply contracts also counts as reselling. The client is not entitled to make other disposals of the conditional goods, in particular pledging or transferring as security.
The client is not permitted to cede claims from the resale of our conditional goods, unless such ceding is part of genuine factoring of which we have been notified and where the proceeds from such factoring exceed the value of our secured claims. When the factoring proceeds are credited, our claims for payment shall be due immediately.
3. By adapting and processing conditional goods, the client shall not gain property over the new item pursuant to section 950 of the BGB. The processing or modification shall be carried out on our behalf without any obligation on our part. The adapted and processed goods shall be considered conditional goods.
4. If the conditional goods are processed, combined or blended with other goods, we shall be entitled to co-ownership of the new item relative to the invoice value of the conditional goods compared to the invoice value of the other used goods. If our property is lost due to the processing, combination or blending, the client shall transfer any ownership and / or expectant rights to the new stock or item within the scope of the invoice value of the conditional goods, in the case of processing in proportion to the invoice value of the conditional goods to the invoice value of the other items employed and safeguard them for us free of charge. Our right to co-ownership counts as conditional goods.
5. The payments received by the client for the onward sale of the conditional goods are already ceded to us. Such payments may be used as collateral to the same extent as conditional goods.
6. If the conditional goods are resold by the client alongside other items, the difference in the proceeds between the invoice value of the conditional goods and the invoice value of the other items is to be ceded to us. If goods are resold to which we hold property rights in accordance with part A, number XI, paragraph 4 of these terms and conditions, a share of these proceeds equal to our level of co-ownership shall be paid to us.
7. At our request, the client is obliged to provide us with an accurate list of their payments with the names and addresses of the recipients so that we are informed of the recipients’ assignments and we are issued with all the necessary information for making the transferred claims. The client grants us the authority, as soon as they default on a payment or their pecuniary circumstances worsen, to inform the recipient of their assignment and to recover the payments ourselves. We are entitled to request access to a list of assigned claims and have it inspected by our representatives on the basis of the client’s accounting. The client must provide us with a list of the conditional goods available.
8. At our own discretion, if the value of the existing sureties exceeds the secured claims by a total of more than 10%, we are required, at the client’s request and in their best interests, to release securities. For basic and secondary retention of title, the value of the securities is considered to be the invoice value for which the client purchases the goods from us, in the event of an extended reservation of title, it is the invoice value at which the reseller resells our goods.
9. In the case of cheques and bills of exchange, the balance is only considered paid upon successful secure payment on the part of the client. Payments made by redeeming one of our bills of exchange are only considered completed once the possibility of recourse has been ruled out. Regardless of any further security rights we may have, the securities allocated to us shall remain in our possession until this time. In addition, part A, number XI, paragraph 2 of these terms and conditions applies.
10. Where retention of title is concerned, we are entitled to request that the product be returned when we have withdrawn from the contract. The client shall bear all costs arising from our repossession of the product. We reserve the right to dispose of the recovered goods at our own discretion.
XII. Place of Fulfilment, Legal Venue, Applicable Law
1. The place of fulfilment is the location of our supply plant.
2. The exclusive legal venue is the court that has jurisdiction over the location of our company’s headquarters. This applies to all contracts with merchants and legal persons under public law or special funds. However, we are also entitled to bring action against the client at the competent court of their business location.
3. With the exception of UN sales law, German law shall apply for all deliveries and services. The contractual language is German. If the contractual partners require access to this text in another language, the German wording shall take precedence.
XIII. Severability Clause
1. If clauses in these terms and conditions and / or further agreements prove or become void, the validity of this contract as a whole remains unaffected.
2. The contractual partners are obliged to replace the invalid clause with one that most closely approximates its economic effect.
B. Sales and Delivery Conditions
In addition to the conditions outlined in A. General Conditions, these sales and delivery conditions apply for the delivery of goods which MHI renders as part of a sales contract concluded with the client or contracts for labour and materials within the context of section 651 of the BGB.
I. Prices, Potential Price Alterations
1. Our prices are given in Euro, ex works, plus the respective VAT, excluding packaging, freight, customs duty and insurance, which must be calculated separately, where applicable.
2. For all contracts – including orders on call and repeat order agreements – for which delivery is contracted to be carried out more than four months after the contract is ended, either at the client’s request or in accordance with a contract, we are entitled to pass price increases regarding materials, energy and salaries on to the client to compensate for the increases occurred between the conclusion of contract and the delivery of the services to the client.
II. Long-term and Call-off Contracts, Price Adjustment
1. Where a binding order quantity is not agreed, our calculation will be based on the non-binding order quantity expected by the client for a specific period (target quantity). If the client orders less than the target quantity, we are entitled to increase the price per unit accordingly. If the client orders more than the target quantity, we shall lower the price per unit accordingly if the client has communicated to us that they require this increased number at least three months before delivery.
2. In the case of call-off orders, binding quantities must be notified by call-off at least one month before the delivery date unless otherwise agreed in writing. Additional costs caused by a late call-off on the part of the client shall be paid by the client. In this respect, our calculation shall prevail.
III. Shipping, Packaging, Costs, Transfer of Risk
1. Our deliveries are fundamentally carried out ex works, at the client’s own risk and expense. We shall not be liable for damage or loss during transportation, even in the case of freight-paid delivery. Unless an agreement to the contrary exists, we shall decide upon the nature of the shipping and packaging. If trade clauses have been agreed, the newest version shall always apply.
2. If the delivery is ready to be dispatched and shipping is delayed due to circumstances attributable to the client and / or if the client is in default of acceptance or culpably violates other obligations to cooperate, the risk of a chance loss or a chance deterioration of the delivery passes to the client upon receipt of written notification of readiness for dispatch and / or at the point from which the client is in default of payment or acceptance.
3. Goods which are ready for delivery on the agreed date must be picked up immediately. We are otherwise entitled to store them at the client’s own risk and expense and to charge for delivery as if they are ex works.
The same applies if dispatch cannot occur as a result of traffic blocks or other circumstances beyond our control.
The client shall accept the conditions of the freight forwarding and insurance company responsible for the shipping as binding.
4. The client shall effectively impose all preceding burdens and responsibilities on another recipient named by them. “Another recipient” within the context of these terms and conditions is anyone to whom we should deliver the goods directly at the special request of the client.
5. Delivery deadlines are considered met if the goods have left the factory before they expire or if it is communicated to the client that the goods are ready for dispatch.
IV. Acceptance Obligations for Framework and Call Orders, Returns
1. For call-off contracts with no agreed duration, production lot size and delivery deadline, we can request a binding statement of the open points three months after the contract is ended at the latest and if nothing else has been agreed in writing. If the client does not respond to this request within three weeks, we shall be entitled to specify an extension of three weeks, after which we may withdraw from the contract or refuse delivery and claim damages.
2. Where the client wishes for us to perform the necessary inspections ourselves, the nature and scope of the inspections shall be agreed in advance. If, for reasons attributable to the client this has not occurred by conclusion of the contract at the latest, any costs incurred shall be covered by the client.
3. If delivery is to be carried out on the basis of a sample produced by us, the client must examine and approve this sample in our factory immediately upon being informed of its completion. If the approval is not carried out, for reasons attributable to the client and despite an acceptable grace period having been granted, we are entitled to dispatch the sample or to store it at the client’s own risk and expense. The sample shall be hereby deemed as having been approved. Costs for workpiece-specific models and manufacturing equipment must be paid in advance, unless an agreement to the contrary exists.
4. Partial deliveries and partial provisions of our services are permissible and will be invoiced separately.
C. Installation Conditions
The installation conditions shall apply in addition to the conditions outlined in A. General Conditions to all construction contracts pertaining to installation and service works for which we send our staff to the client.
I. Client’s Obligation to Cooperate
The client will support us in the services we provide. In particular, they shall provide the following technical support at their own risk and expense:
1. Supply of the requisite tools and lifting equipment for the installation or service works, such as, for example, fork-lift trucks and cranes, as well as lubrication, cleaning and incidental materials, compressed air, electricity etc.
2. Supply of a workforce qualified to both carry out the installations or service works and operate the machinery required for the task as outlined in part C, number I., paragraph 1, such as, for example, crane operators, fork-lift truck drivers, bricklayers, locksmiths and electricians, as well as auxiliary staff. These workers shall be selected in agreement with us. We reserve the right to reject unsuitable personnel and request that they be replaced. The client’s staff shall, as long as they are deployed to support MHI’s work, comply with our staff’s technical expertise.
3. Provision of suitable common rooms, toilet and washing facilities and workrooms for our staff as well as suitable space for storing our staff’s personal items, tools and equipment. The client shall be liable for the cost of replacement if these items go missing due to the lack of suitable secure, lockable storage.
4. Punctual supply of all construction services to be provided by the client, in particular the preparation of the solid foundations required before installation works can begin.
5.1. The client shall guarantee safe working conditions for our personnel during installation or service work. The client shall ensure that all required measures, resources and methods for protecting the staff from work-related health and safety hazards are taken and upheld for the duration. The client shall ensure adherence to all legal regulations and comply with all legal rules and regulations regarding health and safety at work.
5.2. The client shall also guarantee health and safety at work for our staff, pursuant to part C, number I., paragraph 5.1, if work is carried out abroad. On our request, the client shall also adopt additional health and safety measures to protect our staff, pursuant to the laws of the respective country.
6. If training events take place on the client’s business premises, they shall make available, at no cost, training rooms, technical materials and the operating capacity required for training on machinery.
7. If the client does not fulfil their commitments as per part C, number I., paragraph 2, MHI reserves the right, but is not obliged, to undertake these duties or have a third party undertake them at the client’s expense or to suspend work until they are fulfilled. A legal suspension is justification for a default on acceptance on the part of the client.
II. Liability for Commission Orders
1. If we carry out commission orders and the client delivers or makes materials, parts of materials, half-finished products or equipment available for this or for other contracts, we will process or handle them with care and due diligence. We are only obliged to perform a receiving inspection if this has been expressly agreed upon in writing and if the inspection costs are covered by the client.
2. If the items are rendered unusable as a result of circumstances beyond our control or force majeure, no claims for free delivery of replacement materials or reimbursement of other costs can be made against us. If these parts are rendered unusable due to material defects, our respective additional processing costs are to be reimbursed.
3. If parts become defective or unusable as a result of processing mistakes attributable to us, the respective conditions of number VII. (Complaints, Claims for Defects, Liability Provision) shall apply whereby, in as far as inspection and notice obligations as per section 377 of the German Commercial Code (hereinafter referred to as HGB) have been expressly agreed upon for all commission orders, where it is a mutual commercial transaction within the context of sections 343 et seq. of the HGB.
III. Third Party Products
1. If the client requires us to handle or process third party products, which have nothing to do with MHI, these should be indicated as third party products at the time of their delivery at the latest. MHI is not obliged to inspect the third party products for material defects or to assess their suitability. Our liability in such cases, pursuant to part A, number V., paragraphs 1 and 2 of these terms and conditions, is limited to our own work performance. All liability for immediate and subsequent damages, in particular, is excluded.
2. If the client does not provide the agreed information about third party products as per part C, number III., paragraph 1 and if, during our work, extra effort is incurred which would not have arisen had products belonging to or associated with us been used, we reserve the right to estimate this extra effort and include it on our invoice to the client at our usual rates. The client is entitled to prove that the estimated extra effort is lower or has not arisen. They are likewise entitled to prove that this extra effort would have arisen, in whole or in part, through the use of our products or of products associated with us.
IV. Execution Deadlines
If agreed execution deadlines are postponed or extended for reasons attributable to the client, the client shall reimburse us for any additional services we provide.
V. Additional Services
If additional services are required in order to carry out the services we provide, these shall be performed at the client’s expense. In particular, the following count as additional services: positioning installation materials, the in and outflow of water, the drainage of waste water, the installation of glue, electricity, aeration, soundproofing, oils etc. If we provide additional services pursuant to a special agreement, we are entitled to request separate payment.
VI. Proof of Work
1. If, as per a special agreement, work is carried out on the basis of an hourly rate, we shall provide the client with timesheets and details of the required, reimbursable expenses for materials; for maintaining equipment, tools, machinery and plants; for freight, loading and transportation costs, as well as other special costs, each working day.
2. The client shall sign off on and return the timesheets immediately, yet within six working days of receipt at the latest. They may write any objections on the timesheets or provide them separately in writing. Any timesheets returned late shall be deemed as approved.
3. Once signed by the client, the timesheets are binding for both parties and are to be used when calculating our reimbursement.
1.1. Our services are accepted formally if a formal acceptance has been expressly agreed upon or if one of the contractual parties requests formal acceptance.
1.2. The result of the formal acceptance shall be made in writing as part of common negotiations, the minutes of which shall record any reservations brought about by known defects and any other objections on the part of the client. Each contractual party shall receive a copy.
2. There can be no formal acceptance on the part of the client without our involvement.
3. Upon MHI’s request, the client is obliged to accept partially completed services separately (partial acceptance).
4. In addition, the client shall examine our services to ensure they are complete and free of defects and report any defects to us immediately. This is to be done upon completion and before accepting our services.
At their own expense, the client is obliged to take out an appropriate level of insurance against the destruction, damage or loss, particularly by fire and theft, of our services and our tools and to maintain the premiums for the duration of the contract until acceptance of the services. The client shall provide us evidence of the insurance cover and that they have maintained the premiums.
1. The client is only entitled to terminate this contract before the completion of our services if there is good cause for doing so.
2. If this good cause is not attributable to us, we are entitled to claim the agreed remuneration. We must, however, offset such expenditure as we save as a result of the termination of the contract as well as income that we either acquire by applying our working capacity elsewhere, or maliciously fail to acquire.
3. In the event of a termination, it is assumed that we are entitled to 10% of the agreed net fee for the unused portion of our services. The client may bring evidence to show that the remuneration we are entitled to is less because more services and higher expenses were saved.