General Terms and Conditions

I General Terms and Conditions of Delivery

§ 1 General

(1) All deliveries and services of Uhlmann Group Holding SE & Co. KG (hereinafter referred to as "Uhlmann") are based on these terms and conditions of delivery as well as any separate contractual agreements. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that Uhlmann has expressly agreed to their validity. This consent requirement applies in any case, for example even if Uhlmann carries out the delivery to the customer without reservation in knowledge of the customer's general terms and conditions.

(2) The place of performance for both parties and for all claims arising from the contract is Laupheim (Federal Republic of Germany). Customary clauses (such as FCA Laupheim) are to be interpreted according to the definitions of the International Chamber of Commerce valid at the time of conclusion of the contract.

(3) Unless otherwise stated in Uhlmann's offers, they are subject to change and non-binding. In the absence of a special agreement, a contract is concluded with the written order confirmation from Uhlmann. The written form of the order confirmation is also fulfilled by text form by means of remote data transmission (e.g. e-mail) or fax.

(4) An order shall be deemed to be a binding contractual offer by the purchaser. Unless otherwise stated in the order, Uhlmann is entitled to accept this contract offer within 14 days of its receipt by Uhlmann.

(5) The Purchaser shall ensure that only those employees of the Purchaser who have been authorised to do so shall place electronic orders.

(6) Documents such as illustrations, drawings, sketches and other representations as well as dimensions, weights and performance specifications are for general illustration purposes only. They are not binding for the design and technical execution; Uhlmann reserves the right to design and technical execution.

(7) Uhlmann reserves the right of ownership and copyright to drawings, documentation, samples, cost estimates and other documents. They may not be reproduced or made available to third parties without the consent of Uhlmann.

(8) Individual agreements made with the customer in individual cases (including ancillary agreements, additions and amendments) shall in any case take precedence over these terms and conditions of delivery. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or the written confirmation of Uhlmann.

(9) Legally relevant declarations and notifications that are to be submitted by the customer to Uhlmann after the conclusion of the contract (e.g. setting deadlines, notices of defects, declaration of withdrawal or reduction) must be made in writing in order to be effective.

§ 2 Delivery time, delay in delivery, force majeure

(1) The delivery time shall be agreed individually between the parties. Otherwise, it will be indicated by Uhlmann upon acceptance of the order.

(2) Compliance with agreed delivery times requires that all technical and commercial details have been clarified and that the customer has fulfilled all obligations incumbent on him, such as payment of a deposit or the timely delivery of packaging material to Uhlmann for test runs or order-related format parts in accordance with § 6 (2) of these Terms and Conditions of Delivery. If this is not the case, the delivery time will be extended appropriately. This does not apply to the extent that Uhlmann is responsible for the delay.

(3) Compliance with agreed delivery times is subject to the proviso that Uhlmann itself is supplied correctly and on time.

(4) If no acceptance of the delivery item has been agreed, an agreed delivery time shall be observed if the delivery item has left Uhlmann's factory by the end of the delivery period or the customer has been notified of its readiness for shipment. Insofar as acceptance is contractually required, the contractually stipulated acceptance date is decisive - except in the case of justified refusal of acceptance - or, in the alternative, the notification of readiness for acceptance.

(5) If the non-compliance with the delivery time is due to force majeure, labour disputes or other events beyond the control of Uhlmann, Uhlmann shall be released from its performance obligations for the duration of the event and the delivery time shall be extended appropriately. Uhlmann will inform the customer of the beginning and end of such circumstances as soon as possible.

(6) Insofar as Uhlmann is responsible for a delay in delivery of more than 4 weeks in total and the Purchaser suffers damage as a result, the Purchaser shall be entitled to demand a lump-sum compensation for delay from the 5th week of such a delay in delivery. It amounts to 0.5% for each completed calendar week of the delay, but in total not more than 5% of the total value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. A further award of damages due to default is excluded.

§ 3 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Unless otherwise agreed individually, the risk shall pass to the Purchaser if the delivery item has left Uhlmann's factory, even if partial deliveries are made or Uhlmann has assumed other services, e.g. shipping costs or delivery and installation. Unless otherwise agreed, the obligations to load, stow and fasten the delivery item in a safe manner as well as to unload it shall apply to the Purchaser or its forwarder, carrier or collector.

(2) The delivery of the delivery item shall generally be carried out by the customer. The customer must dispose of suitable lifting equipment for the installation in good time. If the parties have agreed that Uhlmann will bring in the delivery item, the machine including all accessories will be unloaded from the truck by a transport company commissioned by Uhlmann, placed on tank rollers, transported to the installation site and positioned at the installation site. All necessary aids (crane, forklift and tank rollers) must be made available by the customer in good time, unless otherwise agreed between the parties. If the parties have agreed that Uhlmann will bring in the delivery item, the Purchaser shall in particular ensure that (i) the installation site is free of obstacles, (ii) in the case of the use of air cushions, the transport route does not exceed a length of 30 m and (iii) the transport route runs at ground level in one piece and is free of interfering contours. A renewed lifting of the delivery item at the installation site (e.g. due to a pedestal) by a special crane is not included in the scope of delivery.

(3) If an acceptance has been agreed, it must be carried out immediately on the agreed date, alternatively after Uhlmann has reported that it is ready for acceptance. The customer may not refuse acceptance in the event of a non-material defect, provided that Uhlmann expressly acknowledges its obligation to remedy the defect. For an agreed acceptance, the statutory provisions of the law on contracts for work and services apply accordingly. It is equivalent to handover or acceptance if the customer is in default of acceptance.

(4) If dispatch or acceptance is delayed or omitted due to circumstances not attributable to Uhlmann, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the Purchaser at the latest from the date of notification of readiness for dispatch or acceptance.

(5) If the dispatch or acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, if the Purchaser fails to cooperate, or if the delivery or acceptance is delayed for other reasons for which the Purchaser is responsible, Uhlmann shall be entitled to demand compensation for the damage incurred by it in this respect, including any additional expenses. Uhlmann may, without prejudice to any further claims, dispose of the delivery item elsewhere after the fruitless expiry of a reasonable grace period, in particular store the delivery item at the risk and expense of the Purchaser and/or supply the Purchaser with a reasonably extended period of time.

(6) Partial deliveries are permissible insofar as this is reasonable for the customer.

§ 4 Prices and Terms of Payment

(1) The prices do not include discounts or other discounts ex works in Laupheim and exclude packaging, freight and insurance as well as plus statutory value added tax.

(2) If custom-made products require the use of new technologies or procedures and this results in additional costs, Uhlmann shall be entitled to demand an adjustment of the agreed prices to the changed costs; Delivery dates and payment terms are to be redetermined accordingly. This regulation is only applicable if the order confirmation expressly refers to this possibility. In this case, the order confirmation describes the state of the art, which is the basis of the starting price.

(3) After expiry of agreed payment periods, Uhlmann may charge interest in the amount of the loan interest demanded by its bank; the customer is permitted to prove that the damage suffered by Uhlmann as a result of his delay has not been incurred or that it is considerably less than the lump sum. Payment orders, cheques, bills of exchange and any other means of payment will only be accepted by Uhlmann on a provisional basis, but only definitively after receipt of the credit to Uhlmann's bank account. Discounting and renewal of bills of exchange shall not be considered fulfilment.

(4) If the Purchaser fails to make a payment due or is otherwise in default of debt, Uhlmann may set him a reasonable period of time for the performance of the contract combined with the threat of termination of the contract in the event of an unsuccessful expiry of the deadline; the setting of a deadline is also considered a reminder within the meaning of Section 286 of the German Civil Code. If the Purchaser does not perform the contract by the expiry of this period, Uhlmann may terminate the contract and dispose of the delivery item elsewhere. In the event of this termination, Uhlmann can demand the full purchase price. Payments already made and the value of those parts that can be reused without modification must be deducted from this. If the Purchaser's conduct in breach of contract is due to force majeure, Uhlmann may only demand the costs incurred by the Purchaser up to the date of termination and the costs that it can no longer avoid. Further statutory rights and claims (e.g. claims for damages in the event of culpable breach of duty by the customer) remain unaffected.

(5) If, after the conclusion of the contract, it becomes apparent (e.g. by filing for the opening of insolvency proceedings) that the claim to the purchase price is endangered by the customer's lack of ability to pay, Uhlmann is entitled to refuse performance and – if necessary after setting a deadline – to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). In the case of contracts for the production of unjustifiable items (one-off productions), Uhlmann can declare the withdrawal immediately; the statutory provisions on the dispensability of setting a time limit remain unaffected.

(6) The Purchaser shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the counter-rights of the Purchaser shall remain unaffected, in particular in accordance with § 7 of these Terms and Conditions of Delivery.

§ 5 Retention of Title

(1) Until all current and future claims of Uhlmann arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full, Uhlmann reserves title to the delivered goods sold.

(2) The delivery items subject to retention of title may neither be pledged to third parties nor transferred as security until the secured claims have been paid in full. The Purchaser shall notify Uhlmann immediately in writing if an application for the opening of insolvency proceedings has been filed or if third parties access (e.g. seizures) to the delivery items belonging to Uhlmann.

(3) In the event of breach of contract on the part of the Purchaser, in particular in the event of default of payment, Uhlmann may demand the surrender of the delivery items. The demand for surrender does not at the same time include a declaration of withdrawal; Rather, Uhlmann is entitled to demand only the return of the delivery items and to reserve the right to withdraw. If the Purchaser fails to pay the purchase price due, Uhlmann may only assert these rights if Uhlmann has previously set the Purchaser a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

(4) If the law of the country in which the delivery item is located does not permit retention of title, but allows the seller to reserve other rights to the delivery item, Uhlmann may exercise all rights of this kind. The Purchaser shall cooperate in the measures that Uhlmann intends to take to protect its right to property – or in its place of another right to the delivery item.

§ 6 Scope of functions and functional tests

(1) To the extent agreed between Uhlmann and the Purchaser, the delivery items shall be tested by Uhlmann prior to delivery. Subject to individual agreement with the customer, only products that can be used to process customary packaging materials in the size and condition specified in the specification are owed.

(2) If, on the basis of a separate agreement with the customer, a functional test at Uhlmann is agreed upon prior to delivery of the delivery items with original customer packaging material and original customer products or order-related format parts, the test shall generally be carried out with placebo material from the customer. The placebo material provided for testing purposes must be identical in quality, size, behavior, appearance and texture to the original active product. Active material of the customer for test purposes can only be used after prior express written approval of the use in test operation by Uhlmann. Prior to the delivery of sample material to Uhlmann, the customer must submit a handling certificate. For the delivery of test material, the customer must comply with the corresponding delivery instructions of Uhlmann (delivery specification for test running material). Uhlmann is only responsible for the whereabouts and disposal of the sample material provided to the extent expressly stated in the order confirmation.

§ 7 Claims for defects

For material and legal defects of the delivery, Uhlmann shall provide warranty to the exclusion of further claims – subject to § 8 – as follows:

Material defects

(1) Claims for material defects on the part of the purchaser presuppose that he has complied with his statutory duties to inspect and complain (§§ 377, 381 HGB). If a defect becomes apparent during the examination or later, Uhlmann must be notified of this in writing immediately. Irrespective of this obligation to inspect and complain, the Purchaser must report obvious defects (including incorrect and underdelivery) in writing within two weeks of delivery, whereby the timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to properly inspect and/or report defects, Uhlmann's liability for the defect not reported is excluded.

(2) Uhlmann shall not provide any warranty for material defects if:

a) the Purchaser's packaging materials and products to be packaged do not meet the agreed requirements; b) the customer changes the delivery item (§ 7 (9) remains unaffected); c) the delivery item was erected or put into operation against Uhlmann's instructions; d) Uhlmann's operating and maintenance instructions have not been followed or the delivery item has otherwise been treated as being improper; e) Uhlmann has not been given a reasonable opportunity or time for subsequent performance; f) the defect is due to normal wear and tear.

(3) Uhlmann does not provide any warranty for defects that are attributable to measures or constructions that have been expressly requested by the customer or occur in materials or products that have been made available by the customer or the use of which the customer has expressly requested contrary to a notice from Uhlmann.

(4) The Purchaser shall draw Uhlmann's attention to this in good time if the delivery item is used in multi-shift operation or is exposed to unusual circumstances (e.g. climatic, local or operational nature). If he fails to provide appropriate information, Uhlmann has no guarantee for his suitability.

(5) If the delivered item is defective, Uhlmann may first choose whether the subsequent performance is to be provided by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Uhlmann's right to refuse supplementary performance under the statutory conditions remains unaffected.

(6) Uhlmann shall be entitled to make the subsequent performance owed dependent on the Purchaser paying the purchase price due. However, the customer is entitled to retain a part of the purchase price that is appropriate in relation to the defect.

(7) The Purchaser shall give Uhlmann the time and opportunity necessary for the subsequent performance owed, in particular to hand over the objected goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to Uhlmann in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or the reinstallation if Uhlmann was not originally obliged to install it.

(8) Uhlmann shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), if a defect actually exists. Otherwise, Uhlmann may demand reimbursement from the Purchaser for the costs incurred as a result of the unjustified demand for the remedy of defects (in particular inspection and transport costs), unless the Purchaser was not aware of the lack of defectiveness.

(9) In urgent cases, e.g. in the event of a threat to operational safety or to avert disproportionate damage, the Purchaser shall have the right to remedy the defect itself and to demand reimbursement from Uhlmann for the expenses objectively necessary for this purpose. Uhlmann is to be notified immediately of such a self-act, if possible in advance. The right to self-performance does not exist if Uhlmann would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions. If the customer or a third party improperly rectifies the defect in the course of the self-performance, Uhlmann shall not be liable for the resulting consequences.

(10) If Uhlmann is unable to provide supplementary performance in accordance with the quality of the defect, the parties shall discuss. Insofar as this is reasonable for the Purchaser, Uhlmann may deliver other delivery items or solutions from Uhlmann in order to fulfil its obligation to remedy the defects, which together have the agreed or, in the absence of a quality agreement, a quality of the delivery item defined by law (§§ 434 para. 1, 633 para. 2 BGB) as free of defects.

(11) If the supplementary performance has failed or a reasonable period of time to be set by the Purchaser for the supplementary performance has expired without success or is dispensable in accordance with the statutory provisions, the Purchaser may withdraw from the contract or reduce the purchase price. However, in the event of an insignificant defect, there is no right of withdrawal.

Defects of title

(12) If the use of the delivery item leads to the infringement of industrial property rights, such as patents, or copyrights of third parties, Uhlmann shall, at its expense, in principle provide the customer with the right to further use or modify the delivery item in a reasonable manner for the customer in such a way that the infringement of intellectual property rights no longer exists. If this is not possible on economically reasonable terms or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the conditions mentioned, Uhlmann is also entitled to withdraw from the contract. In addition, in the event of fault, Uhlmann will indemnify the customer against undisputed or legally established claims of the respective property rights holders.

(13) The obligations of Uhlmann referred to in § 7 (12) are conclusive subject to § 8 in the event of infringement of property or copyright.

They shall only exist if:

• the Purchaser immediately informs Uhlmann of any intellectual property or copyright infringements asserted,
• the Purchaser supports Uhlmann to an appropriate extent in defending against the asserted claims or enables Uhlmann to carry out the modification measures in accordance with § 7 (12),
• Uhlmann reserves the right to take all defensive measures, including out-of-court settlements,
• the defect of title is not based on an instruction of the Purchaser or on the fact that the infringement only arises due to the combination of the delivery item by the Purchaser with products or deliveries outside the scope of delivery of Uhlmann, and
• the infringement of rights was not caused by the fact that the Purchaser has changed the delivery item without authorization or used it in a manner that is not in accordance with the contract.

(14) Uhlmann does not guarantee that the end products manufactured on the delivery item are free of third-party property rights, including the manufacturing process used for this purpose.

(15) Claims by the Purchaser for damages or reimbursement of futile expenses shall only exist in accordance with § 8 and shall otherwise be excluded.

§ 8 Liability

(1) Unless otherwise provided for in these terms and conditions of delivery, including the following provisions, Uhlmann shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

(2) Uhlmann shall be liable for damages – regardless of the legal grounds – within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, Uhlmann shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in its own affairs)

a) for damages resulting from injury to life, limb or health, b) for damages resulting from the not insignificant breach of a material contractual obligation (obligation, the fulfilment of which is essential for the proper performance of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, Uhlmann's liability is limited to compensation for the foreseeable, typically occurring damage.

(3) Liability under the above provision for the foreseeable, typically occurring damage is limited to the amount of the sums insured by Uhlmann's business/professional liability insurance.

(4) The limitations of liability resulting from the above provisions shall also apply in the event of breaches of duty by or for the benefit of persons for whose fault Uhlmann is responsible under statutory provisions. They shall not apply to the extent that Uhlmann has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods and to claims of the Purchaser under the Product Liability Act.

(5) Due to a breach of duty that does not consist of a defect, the Purchaser may only withdraw or terminate the contract if Uhlmann is responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 651, 649 BGB) is excluded. In all other respects, the legal requirements and legal consequences apply.

§ 9 Limitation period

(1) By way of derogation from Section 438 (1) No. 3 of the German Civil Code, the general limitation period for claims arising from defects of quality and title shall be one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

(2) If, however, the goods are a building or an object which has been used for a building in accordance with its usual use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory provision (Section 438 (1) No. 2 of the German Civil Code). Other special statutory provisions on the statute of limitations also remain unaffected (in particular § 438 (1) no. 1, (3), §§ 444, 479 BGB).

(3) The above limitation periods of the Sales Law shall also apply to contractual and non-contractual claims for damages by the Purchaser that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. However, claims for damages by the Purchaser pursuant to Section 8 (2) sentence 1 and sentence 2(a) as well as under the Product Liability Act shall be time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Software

(1) Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is made available for use on the delivery item intended for this purpose. Use of the Software on more than one system is prohibited. In principle, the Purchaser has no claim to the associated object or source code, unless its handover to the Purchaser has been separately agreed.

(2) The Purchaser may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law in accordance with the Copyright Act. The Purchaser undertakes not to remove or change any manufacturer's information - in particular copyright notices - without the prior written consent of Uhlmann. All other rights to the software and documentation, including copies, remain with Uhlmann or the software supplier. The granting of sublicenses is not permitted.

(3) Before making the software available to the customer, Uhlmann shall check the software for computer viruses, Trojan horses, hoax viruses and comparable programming, program parts and damage functions that may lead to the loss or falsification of data or programs or to the impairment of systems or parts thereof (hereinafter referred to as "computer viruses"). Nevertheless, this does not exclude the risk that the software contains undetected or mutated computer viruses, nor that such viruses penetrate into an (operating or controlling) system of the customer at a later point in time and thereby possibly change or delete the program data of the software or other data or programs or impair systems.

(4) The customer must therefore also take measures to protect against computer viruses and other destructive data. Before executing the delivered software and opening files, the user is obliged to test them for infection with computer viruses himself. This also applies to software that he intends to use in the context of his (operating or controlling) systems, provided that the functionality of Uhlmann's software can be influenced by this.

§ 11 Choice of Law and Place of Jurisdiction

(1) The law of the Federal Republic of Germany shall apply to these terms and conditions of delivery and the contractual relationship between Uhlmann and the Purchaser to the exclusion of uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Purchaser is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of Uhlmann in Laupheim. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, Uhlmann shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these terms and conditions of delivery or at an overriding individual agreement or at the general place of jurisdiction of the Purchaser. Overriding statutory provisions, in particular on exclusive competences, remain unaffected. 

II General Terms and Conditions for Services

The following provisions shall apply to all service, maintenance, repair or assembly services commissioned by the Customer on the basis of a separate contract, including consultations, training, expert opinions, machine conversions, analyses and feasibility studies (hereinafter referred to as "Services"), unless Uhlmann is obliged to provide such services for other reasons, in particular due to claims for defects by the Customer in accordance with § 7 of the General Terms and Conditions of Delivery. Uhlmann provides the services on the basis of the General Terms and Conditions of Delivery and the following, supplementally applicable terms and conditions for services:

§ 1 General

(1) Uhlmann's service personnel are not entitled to make legally binding declarations in any form.

(2) If Uhlmann is commissioned to carry out work other than the installation, overhaul and repair of the machines supplied by Uhlmann in accordance with the operating instructions supplied, and if this other work involves or results in significant changes to the machine, Uhlmann reserves the right to carry out the safety test procedure in accordance with the Product Safety Act (ProdSG) in conjunction with the relevant ordinances at the expense of the customer. No rights or claims can be derived against Uhlmann from the failure to carry out a new safety inspection procedure, regardless of the legal grounds, if the omission is not based on intent or gross negligence and does not lead to damage to life, limb or health.

(3) In order to be able to plan the deployment of the service personnel as long as possible in advance and to be able to guarantee the smooth execution of the services, the services must be requested in good time – i.e. within a reasonable period of time before the start of the work. Uhlmann shall not be held liable for recourse in any way if the customer does not plan in good time as is necessary to allocate the service personnel and Uhlmann is consequently prevented from posting in good time – e.g. due to force majeure or lack of suitable personnel.

(4) Prior estimates of the duration and costs of the assignment requested by Uhlmann are only approximate and non-binding.

(5) In the event of a possible subsequent extension of the order, the appropriate extension of the execution period for the services shall be agreed separately in written form or in text form.

(6) If agreed dates for service assignments are postponed at the request of the customer and with the consent of Uhlmann, the customer must reimburse Uhlmann for the costs and expenses incurred or already incurred in connection with the originally agreed service assignment date. This also includes the costs of the intended service personnel in accordance with Uhlmann's prices valid at the original time of performance, if and to the extent that Uhlmann's service personnel cannot be deployed elsewhere.

(7) Orders for service personnel, spare parts and accessories must always be placed in writing with an order number.

(8) Unless otherwise agreed, by commencing work by Uhlmann's service personnel, the Client acknowledges that work carried out on its instructions and in excess of the agreed order shall be carried out at the sole expense and responsibility of the Client. In this respect, the customer expressly indemnifies Uhlmann and Uhlmann's employees from all corresponding contractual obligations.

(9) The service personnel will adhere to the working hours in the customer's company and submit to the appropriate operating regulations of the plant. In urgent cases, it is obliged to work overtime; nevertheless, the legally maximum daily or weekly working hours at the place of assignment must generally be observed.

(10) If no hotel accommodation is available for the service personnel that is close to the scene of the incident or can be reached by public transport within half an hour, the customer must provide a vehicle free of charge or organize the transfer to the place of assignment.

(11) Upon completion of the services, the service personnel shall submit to the customer a list of the hours worked. The customer's legally binding signature confirms the correctness of the working hours entered, the proper handover of the functional machine and the proper performance of special tasks.

(12) If the service work is disrupted or interrupted by a circumstance for which Uhlmann is not responsible (including public holidays at the customer's site), all costs incurred as a result (including waiting times) shall be borne by the customer. This applies, for example, if faults occur in upstream or downstream third-party units, even if the service personnel has been commissioned with the connection and assembly.

(13) Shipping material for the aggregates supplied by Uhlmann, spare parts and accessories such as wooden pallets, foils, desiccants and cardboard boxes as well as packaging materials that are no longer required must be disposed of by the customer free of charge.

(14) Uhlmann's liability for defects as well as Uhlmann's liability for other reasons shall be governed by the General Terms and Conditions of Delivery, in particular by Sections 7 - 9 thereof.

(15) In the case of all services rendered to machines, the ownership of installed aggregates, spare parts and accessories shall remain with Uhlmann until full payment has been made for the parts and services.

(16) Taxes incurred in connection with the service assignment in the customer's country are borne by the customer.

(17) The Client shall appoint an authorised local contact person for all matters relating to the Services.

§ 2 Maintenance

(1) Maintenance appointments (inspection and/or repair) shall also be agreed between the customer and Uhlmann in good time - i.e. within a reasonable period of time before the desired maintenance date. Repair services, to which the following § 3 otherwise applies, will be invoiced to the customer separately on the basis of Uhlmann's prices valid at the time of performance, which will be communicated to the customer in advance upon request.

(2) Before the start of maintenance, a functional test of the machines or systems in question must be carried out by or in the presence of Uhlmann service personnel. For this purpose, the customer provides the relevant machine/system as well as a sufficient amount of required test material (products to be packaged, including packaging material of the customer) free of charge.

(3) During the duration of the maintenance assignment, Uhlmann's service personnel must be able to freely dispose of the machine; the machine is not available for production work during this time.

§ 3 Repair and assembly services

(1) If the customer has not purchased the repair/assembly item directly from Uhlmann, the customer must refer to existing industrial property rights or copyrights with regard to the item; provided that Uhlmann is not at fault, the customer indemnifies Uhlmann against any claims by third parties based on industrial property rights or copyrights.

(2) As far as possible, the customer will be informed of the expected repair/installation price in the repair/assembly offer without obligation. If the repair/installation cannot be carried out at these costs or if Uhlmann considers the execution of additional work to be necessary during the repair/assembly, the customer's consent must be obtained if the stated costs are exceeded by more than 20%. If a cost estimate with binding price rates is requested before the repair/installation is carried out, this must be expressly requested. Unless otherwise agreed, such a cost estimate is only binding if it is submitted in writing. It is to be remunerated according to the time spent. The services provided for the purpose of submitting the cost estimate will not be charged to the customer, insofar as they can be used in the execution of the repair/assembly.

(3) The Customer shall be obliged to accept the repair/assembly service as soon as it has been notified to him of its completion and any agreed testing of the repair/assembly item has taken place, unless the repair/assembly service has a defect that restricts its usability. If the acceptance owed by the customer is delayed through no fault of Uhlmann, it shall be deemed to have taken place no later than one week after notification of the completion of the repair/installation. Acceptance is also considered to have taken place as soon as the customer puts the repair/assembly stand into operation for production purposes.

(4) An agreed repair/assembly period shall be observed if the repair/assembly service is ready for acceptance by the customer or, in the case of a contractually provided trial, for its execution by the end of the period. If a delay in the repair/installation service is caused by the customer, the customer must bear all costs arising therefrom, in particular for waiting time and further necessary travel by the service personnel. The same applies if the delivery item cannot be put into operation immediately after completion of the repair/assembly service through no fault of our own.

(5) Insofar as necessary for the performance of a service (e.g. repair, assembly, conversion, upgrade), the object on which the service is performed - including any packaging and loading - will be transported to Uhlmann at the customer's expense or delivered to Uhlmann and transported back to the customer or picked up by the customer after the service has been performed. The customer bears the risk of transport. For the duration of the service at Uhlmann, the customer must ensure, at his own expense, that appropriate insurance cover of the object on which the service is performed against the usual risks. In the event of the customer's delay in taking back the item, Uhlmann may charge storage costs for storage or store the item elsewhere at Uhlmann's discretion. The costs and risk of storage are at the expense of the customer.

(6) The Client undertakes to make the following preparations at his own expense and responsibility:

a) Transport of the machines to the installation site. Transport damage must be reported to Uhlmann immediately.

b) Preparation of the system

The system must be unpacked and degreased without using harsh solvents that could damage the various parts of the machine and the paint. In the event of machine overhaul and repair, the machine must be cleaned and made easily accessible. The energy supply systems to the machines must be prepared. The customer must ensure that the machine is not contaminated with residues from products to be packaged.

c) Preparation of the work material

The accessory boxes must be opened and the spare parts cleaned and then stored near the machine. When unpacking, make sure that no small parts are lost.

d) Preparation of the work process

All auxiliary units on the machines for material feeding, filling, dosing and product removal should be set up in such a way that they are easily accessible and setting and maintenance work can be carried out without hindrance.

(7) In the case of repair/assembly services on site at the customer's premises, the customer must create all legal and technical requirements in his area of responsibility in good time at his own expense and support Uhlmann in carrying them out. The customer must provide the technical equipment required to carry out the repair/assembly (crane, lifting device, transport rollers, scaffolding timber, ropes, industrial truck, consumer goods and materials, etc.) free of charge to support the repair/assembly in accordance with Uhlmann's instructions. The customer must take the special measures necessary to protect persons and property on site and inform the service personnel of special risks and protective measures when handling pharmaceutical products (e.g. antibiotics, cytostatics, hormones). The customer also undertakes to inform Uhlmann in writing in good time about the safety regulations applicable to the place of use, insofar as these are to be observed and complied with by Uhlmann's service personnel. He must inform Uhlmann of applicable safety regulations insofar as they are important for the repair/installation. In addition, the customer must personally instruct the Uhlmann service personnel about the applicable safety and conduct regulations before commencing service activities. All personal protective equipment (PPE) such as protective clothing, safety goggles, safety shoes, etc. must be provided free of charge by the customer. The customer is also responsible for:

• Provision of heating, lighting, necessary operating power (e.g. electricity, pneumatics, cooling water) and other media, including the necessary connections;
• If required, building-side exhaust air or vacuum with the required capacity;
• Provision of appropriately trained operators (at least two people when installing machines);
• If necessary, personnel assistance by bricklayers, plumbers, carpenters, assistants, etc.;
• Provision of dry and lockable spaces for the storage of repair personnel's tools, if necessary,
• Provision of adequate tooling, including a workbench with vise, in the immediate vicinity of the repair/assembly site; Protection of the repair/assembly site and materials from harmful influences of any kind;
• Cleaning of the repair/assembly site;
• Transport of assembly parts to the repair/assembly site;
• Provision of suitable tools and workpieces as well as products to be packaged and packaging material for a test run, if this is necessary or agreed;
• Provision of raw materials to be processed, such as filling material and packaging material (including adhesive tape) for continuous industrial operation in the length desired by the customer, for test runs and, if necessary, as part of instructions/training. Packaging materials and packaging aids must be provided in sufficient quantities and correspond to the agreed quality, dimensional accuracy and design as recommended by Uhlmann.

The preparatory measures listed above must be carried out in sufficient time so that the service personnel can start the service work immediately after their arrival at the customer's premises. Otherwise, waiting times of the service personnel will be documented and billed by Uhlmann according to the prices valid at the time of service. If the customer fails to comply with its obligations to provide support, Uhlmann shall be entitled, but not obliged, to carry out the actions incumbent on the customer in the customer's place and at the customer's expense after the deadline has been set.

(8) During the duration of the repair/assembly operation, the service personnel must be able to freely dispose of the machine; the machine will not be available for production operation during this time.

§ 4 Training / Instruction

(1) Travel and subsistence costs for customer employees are at the expense of the customer. If training courses / briefings take place on site at the customer's premises, the travel time, travel and accommodation costs for the trainer / speaker are billed according to expenditure. If Uhlmann has removed the item for which the customer has ordered a training course from the delivery program after the expiry of the confirmed training date without the customer having taken advantage of the training, the customer's training entitlement shall be converted into a claim for equivalent training on another item in the current Uhlmann product range.

(2) Agreed training courses that the customer does not take advantage of within 2 (two) years can be cancelled by Uhlmann free of charge.

(3) Special instructions by Uhlmann requested by the customer (e.g. GMP or safety instructions) are not included in Uhlmann's offers and will be billed according to Uhlmann's prices valid at the time of performance.

§ 5 Hourly rates, material prices, travel expenses, expenses

(1) Services and material costs of the materials used for services (spare parts, wear parts, consumables, lubricants) shall be invoiced by Uhlmann in accordance with the prices valid at the time of performance, which shall be communicated to the customer in advance upon request, and shall be shown separately in the invoice in each case.

(2) When determining the costs for the journey to and from the site, the respective distance from the customer to the location of the respective Uhlmann service personnel is taken as a basis. Travel costs by train or plane are billed according to receipt. Furthermore, the other expenses incurred in direct connection with the trip will be invoiced, e.g. rental car, taxi, telephone, etc.

(3) The travel expenses of the service personnel (including the costs of transport and transport insurance, personal baggage as well as the tools carried and shipped) will be invoiced. Travel expenses also include the costs for family trips home during the service period in accordance with Uhlmann's internal guidelines.

(4) Additional expenses in connection with the service assignment or in connection with entry / stay, e.g. country-specific work permits, access permits, salary statements are also billed according to expenditure.

(5) If the service staff does not travel home on weekends or public holidays, the full expense rates will be charged for these days.

(6) The valid public holiday regulations for Baden-Württemberg shall be used as a basis for the calculation of holiday surcharges.