Terms and Conditions

1. The general terms and conditions set forth below apply if the parties have agreed to them in writing or otherwise. If these terms and conditions apply to a delivery, any deviations must be agreed upon in writing by the parties.

2. In these General Terms and Conditions, the following terms are defined as follows:

The Agreement:

The parties’ written contract regarding the Delivery, as well as all contract attachments, including agreed-upon Amendments and addenda to the aforementioned documents. Provisions in the Agreement that deviate from the general terms and conditions set forth below shall take precedence over them.

The equipment:

All machinery, equipment, materials, and items to be supplied by the supplier pursuant to the Agreement.

Delivery:

The equipment and the results of the work to be performed by the Supplier pursuant to the Agreement. If, pursuant to the Agreement, the Delivery is to be accepted in separate parts that are intended to be used independently of one another, the provisions of these terms and conditions shall apply to each part separately. In such cases, the term “Delivery” therefore refers to the individual part.

Installation location:

The location where the Delivery is to be installed and the immediately adjacent areas necessary for the transportation, unloading, and storage of the Equipment and any related gear

Contract amount:

The payment, excluding value-added tax, to be made for the Delivery. If payment for installation is to be made on a time-and-materials basis and the installation work has not been completed, the Contract Price specified in Sections 20, 24, 47, and 48 shall be determined as the price of the Equipment plus a 10% surcharge or such other percentage as the parties have agreed upon.

Written Notice:

Any document signed by one of the parties and received by the other party. A message is also considered a “Written Notice” if it has been received by the other party via telegraph, fax, or telex, provided the sender is identified, or via email, but not other electronically transmitted messages.

3. Information contained in product descriptions and price lists is binding only to the extent that the Agreement expressly refers to it.

4. All drawings and other technical documents relating to the Delivery that are provided by one party to the other before or after the conclusion of the Agreement belong to the party that provided them. Drawings, other technical documents, or technical information received may not be used for any purpose other than that for which they were provided without the consent of the other party. The aforementioned material may not be copied or reproduced without the consent of the other party.

5. No later than upon acceptance, the Supplier shall, free of charge, provide the Purchaser with one or an agreed-upon greater number of copies of drawings and other technical documents that are sufficiently detailed to enable the Purchaser to commission, operate, and maintain the Delivery, including routine repairs. However, the Supplier is not obligated to provide drawings and documents that form the basis for the manufacture of the equipment or spare parts.

6. Neither party shall, without the other party’s consent, disclose to any third party any technical or commercial information that the other party has designated as confidential at the time of the Agreement’s execution or thereafter. However, this does not apply to the extent that such information is necessary for the parties to fulfill their obligations under the Agreement or necessary for the operation and maintenance of the Delivery. 
The parties are obligated to prevent the aforementioned confidential information from being disclosed to or used by the party’s employees, consultants, subcontractors, and other suppliers, or by any other persons who have or may gain access to such information, to a greater extent than described in the first paragraph.

7. The scope of the delivery shall be as specified in the Agreement. The Delivery must comply with the laws, regulations, and provisions in effect at the time of the offer in the country where the Installation Site is located. At the Supplier’s request, the Buyer is obligated to provide information regarding the laws and other regulations applicable to the Delivery.

8. The Supplier shall perform any modification work necessitated by changes in the laws, regulations, and provisions applicable to the Delivery that occur between the bid date and the date of acceptance. The same applies to changes in the generally accepted interpretation of such laws, regulations, and provisions. The provisions of Clauses 35 and 36 apply to such modification work.

9. The Buyer is responsible to the Supplier for ensuring that the installation is carried out under conditions that comply with applicable laws and regulations governing the work environment at the Installation Site. The Buyer must also provide the Supplier with Written Notice of the safety regulations that apply to personnel at the Installation Site. 
The Buyer must also, at its own expense, provide adequate changing, washing, and dining facilities for the installation personnel at or near the Installation Site. The Buyer is also responsible for ensuring that the Supplier’s personnel receive room and board near the Installation Site in accordance with applicable collective bargaining agreements and regulations, or as specified in the Agreement. Unless otherwise agreed, expenses for room and board shall be paid by the Supplier.

10. The Supplier shall provide the Purchaser with written notice of when the Equipment will be ready for installation sufficiently in advance to allow the Purchaser to take the measures required of him under Clauses 11, 12, and 13 in a timely manner so that the installation can be carried out.

11. Unless a specific time has been agreed upon, the Supplier must, in a timely manner, provide the buyer with drawings or descriptions showing how the Equipment is to be installed. At the same time, the Supplier must provide all information necessary for the construction of the foundations and other supporting structures required by the Delivery. In addition, the Supplier must provide all information necessary to ensure convenient access for the Equipment and for the necessary equipment to and at the Installation Site, as well as for the establishment of all necessary connections to the Equipment. 
Any expense resulting from errors or omissions in the drawings, descriptions, or information mentioned above that become apparent prior to acceptance shall be borne by the Supplier. Defects that become apparent after acceptance shall be handled in accordance with the provisions of Sections 52–66.

12. The buyer must carry out the necessary preparatory work in accordance with the drawings, descriptions, and information referred to in Section 11. Unless the parties have agreed on a specific date by which the buyer’s work must be completed, it must be completed no later than 1 week before installation is to begin, and in such a way that the foundations and subgrade are ready to receive the Equipment at the agreed time. The buyer must notify the supplier in writing of the date on which the preparatory work is completed.

13. The Buyer shall ensure that water and power, including compressed air and electricity, to the extent necessary or as specified in the Agreement, are made available to the Supplier at the Installation Site before installation is to commence. This shall be provided at no cost to the Supplier, who shall also not be required to pay for the use of said water and power. 
The Buyer must also, free of charge, make available to the Supplier, at or near the Installation Site, lockable or otherwise secured premises or storage areas suitable for protecting the Equipment, the Supplier’s tools, and his equipment against theft and damage.

14. If, pursuant to the agreement, the Equipment is to be tested during manufacture, the test shall be conducted at the place of manufacture, unless another location has been agreed upon. If no technical requirements for the test have been agreed upon, the test shall be conducted in accordance with standard practice in the relevant industry in the country where the Equipment is manufactured.

15. The Supplier must notify the Buyer in writing of the test referred to in Section 14 in sufficient time for the Buyer to be present. The test may be conducted even if the buyer is not represented, provided the buyer has received such notice. The supplier must keep a record of the test. The test report must be sent to the buyer. The test report shall be deemed to provide an accurate description of the conduct of the test and its results, unless the buyer proves otherwise.

16. If, upon testing as specified in Section 14, the Equipment is found not to comply with the contract, the supplier must ensure as soon as possible that the Equipment is brought into compliance with the Agreement. At the buyer’s request, a new test must then be conducted. However, if the defect was minor, a new test may not be required.

17. The Buyer is also entitled, to a reasonable extent or to the extent specified in the Agreement, to inspect the manufacture of the Equipment during normal working hours and with three days’ notice.

18. Unless otherwise agreed, the Supplier shall bear all costs associated with tests conducted at the location where the Equipment is manufactured. However, the Purchaser shall bear all costs for its representatives in connection with such tests and with the inspection referred to in Section 17, including travel and subsistence expenses.

19. If the buyer finds that he is unable, at the agreed time, to take the measures he is obligated to take for the purpose of fulfilling the Delivery, including the obligations under paragraphs 9, 12, and 13, or if such a delay on the buyer’s part is deemed likely, the buyer must, without undue delay, provide the supplier with written notice thereof. The buyer must simultaneously state the reason for the delay and, to the extent possible, how long the delay is expected to last. 
Notwithstanding the buyer’s delay in fulfilling its obligations under the first paragraph, the buyer must, however, make payment for any services rendered by the supplier as if the delay had not occurred.

20. If the buyer is in default or otherwise breaches its obligations, including the obligations under clauses 9, 12, and 13, the buyer shall compensate the supplier for any additional costs thereby incurred by the supplier, in addition to any claims under the second paragraph of clause 23. The supplier is entitled to a reasonable extension of the delivery period as a result of the buyer’s breach. If the supplier intends to demand an extension, it must, without undue delay, provide the buyer with Written Notice thereof. If the breach is material, the supplier may refuse to continue with delivery and installation until the matter has been rectified. If the buyer has not rectified the situation within one month of receiving written notice from the supplier that the supplier intends to exercise its right to terminate the Agreement, the supplier may terminate the Agreement by sending a new written notice to the buyer. If the Agreement is terminated, the Supplier may claim compensation from the Buyer for damages incurred as a result of the Buyer’s breach. Such compensation may not exceed the Contract Price.

21. Unless otherwise agreed, payment shall be made as follows: 21.1 For installation on a time-and-materials basis: One-third of the agreed price for the Equipment no later than 30 days after the conclusion of the Agreement. One-third of the agreed price for the Equipment no later than 30 days after the Equipment is reported ready for shipment from the factory. One-third of the agreed price for the Equipment no later than 30 days after the Equipment has arrived at the Installation Site. Payment for the installation work shall be made upon receipt of a monthly invoice, with a 30-day payment term from the invoice date. 21.2 For installation at a fixed price included in the Contract Amount: 
30% of the Contract Amount no later than 30 days after the conclusion of the Agreement. 30% of the Contract Amount no later than 30 days after the Equipment has been reported ready for delivery from the factory. 30% of the Contract Amount no later than 30 days after the Equipment has arrived at the Installation Site. The remainder of the Contract Amount no later than 30 days after acceptance.

22. If installation on a cost-plus basis has been agreed upon, the following items shall be billed separately: 22.1 All travel expenses (including local transportation costs) for the supplier’s personnel, as well as costs associated with transporting the personnel’s tools and personal effects.22.2 Expenses for room and board and other living expenses for the supplier’s personnel for each day away from their home base, including days off and holidays. Unless otherwise agreed, the highest rates for per diem and travel allowances applicable to government employees in the supplier’s country, as applicable to travel to the country where the installation is performed, shall apply.22.3 Payment for work during regular working hours based on the number of hours certified by the buyer. 22.4 Payment for overtime based on the number of hours certified by the buyer.22.5 Payment in accordance with the rates for regular working hours for time spent on:
a) necessary preparation for the outward and return trips;
b) the outward and return trips, as well as any other travel, calculated in accordance with applicable law, regulations, or collective bargaining agreements in the Supplier’s home country;
c) daily travel between lodging and the Installation Site, provided that the travel time per day exceeds 30 minutes, unless a different time limit is specified in the applicable collective bargaining agreement in the Supplier’s country.22.6 Expenses incurred by the Supplier in making equipment available pursuant to the agreement, including payment for the use of the Supplier’s own installation equipment.22.7 Payment for waiting time at the rates for regular working hours, provided that the work is prevented by circumstances for which the supplier is not liable under these terms and conditions or the Agreement in general. 22.8 Taxes and duties payable on the invoiced amount and to be paid by the supplier.

23. If installation has been agreed upon at a fixed price, all expenses mentioned in sections 22.1–22.6 are included in the payment for the installation. Value-added tax or an equivalent tax is added to this amount. If the installation work is altered, delayed, or must be temporarily suspended for reasons for which the buyer or the buyer’s other suppliers are responsible, the supplier is entitled, in addition to the agreed-upon installation price, to payment for: 23.1 Waiting time and time spent on additional travel.23.2 Additional work, including work involved in dismantling, securing, and reassembling installation equipment.23.3 Expenses incurred because the supplier’s equipment must remain at the Installation Site longer than anticipated.23.4 Additional travel and lodging expenses for the supplier’s personnel. 23.5 Other expenses and costs that the supplier can document as having been incurred as a result of the reorganization of the installation work.

24. If the buyer fails to pay by the agreed date, the supplier is entitled, as of the due date, to interest on arrears at the rate applicable under the laws governing interest on late payments in the supplier’s country. However, if the supplier’s country is Denmark, the interest on arrears shall be equal to the officially set discount rate plus 9 percentage points.24.1 If the buyer has not paid the amount due after 3 months, the supplier is entitled to terminate the Agreement by written notice to the buyer and, in addition to interest on arrears, to claim compensation from the buyer for the loss it has suffered. The compensation may not exceed the Contract Amount.

25. The equipment remains the property of the supplier until payment has been made in full, to the extent that such a retention of title is valid under applicable law.

26. No later than upon the Supplier’s notification, by Written Notice, that the Equipment is ready for delivery from the factory, the Parties shall each appoint a representative to oversee the day-to-day work at the Installation Site. The representatives must be present at or near the Installation Site during working hours. Unless otherwise agreed, they must have the authority to act on behalf of their respective parties in all matters relating to the installation work. Where these terms and conditions stipulate that Written Notice must be given, the relevant representative is always authorized to receive the notice on behalf of their party.

27. Unless otherwise agreed, the buyer shall, at its own expense, make the necessary unskilled labor available to the supplier at the installation site. The supplier shall specify its ongoing need for unskilled labor with one week’s notice.

28. Unless otherwise agreed, the buyer shall, at its own expense, make cranes, lifting equipment, scaffolding, and equipment for internal transport available to the supplier at the Installation Site to the extent that such equipment is necessary to perform the installation. The supplier must specify the equipment in a written notice no later than one month before the start of the installation work.

29. The Supplier is obligated to ensure that its personnel comply with the safety regulations in effect at the Installation Site. This provision does not affect the buyer’s obligations under Section 9. The buyer may require that any of the supplier’s personnel who fail to comply with these safety regulations be denied access to the Installation Site.

30. The Supplier must, by Written Notice, provide the Purchaser with the necessary information regarding any specific risks to the surrounding area that may be associated with the installation of the Delivery.

31. The buyer may not, without the supplier’s consent provided in a written notice, assign any work to the supplier’s staff.

32. The Supplier is entitled, at any time during the work at the Installation Site, to inspect the Delivery at its own expense. This provision applies until the Delivery has been accepted and thereafter to all work performed in accordance with the provisions of paragraphs 52–66.

33. Until the transfer of ownership has taken place, the Buyer may, subject to the limitations set forth in Section 36, request changes to the scope, design, and execution of the originally agreed-upon Delivery. Requests for changes must be submitted in writing to the supplier and must include a precise description of the desired change.

34. Until the transfer has taken place, the Supplier may, by Written Notice, propose such Changes as are mentioned in the first paragraph of Section 33.

35. As soon as possible after receiving the request for a change or after proposing a change itself, the Supplier must provide the Purchaser with Written Notice as to whether and how the Change can be carried out, as well as regarding any changes to the Contract Price, delivery time, and other contractual terms resulting from the Change. The Supplier must also provide the Purchaser with such notice when changes in laws, regulations, and provisions as mentioned in Section 8 result in modification work.

36. In addition to the provisions of Section 8, the Supplier is under no obligation to carry out modifications until the parties have reached a written agreement regarding the impact of such modifications on the Contract Price, the delivery date, and any other terms of the contract. If the parties cannot reach an agreement on the contractual consequences of such modification work as referred to in Section 8, the Supplier shall perform the work on a cost-plus basis until the parties reach an agreement or a resolution is reached in accordance with Section 71.

37. Once the installation work is completed, unless otherwise agreed, acceptance tests shall be conducted to determine whether the Delivery complies with the Agreement. The technical requirements for conducting the acceptance test shall be as specified in the Agreement. If no agreement has been reached regarding the technical requirements for the test, it shall be conducted in accordance with common practice and generally accepted standards in the country where the Installation Site is located. The Supplier shall provide the Buyer with Written Notice that the Delivery is ready for acceptance. At the same time, the Supplier shall set a reasonable deadline for conducting the acceptance tests. The parties shall then jointly determine a date for conducting the tests. Unless otherwise agreed, the tests shall take place during the Buyer’s normal working hours. The tests must be conducted under the Supplier’s supervision and must be attended by representatives of both parties. If the Buyer is unable to be present at the agreed time for the acceptance tests, the Supplier must, by Written Notice to the Buyer, set a new date for such tests. The buyer is entitled to a reasonable notice period before such a test is conducted. If the buyer fails to appear for the rescheduled acceptance test, the test may be conducted without the buyer’s presence. The supplier is then entitled, at the buyer’s expense, to call in an independent expert to be present during the test. The supplier must keep a record of the acceptance test. The test report must be sent to the buyer. The test report shall be deemed to provide an accurate description of the conduct and results of the acceptance test, unless the buyer proves otherwise.

38. If, upon an acceptance test, the Delivery is found not to comply with the contract, the supplier must bring the Delivery into compliance with the contract as soon as possible. A new acceptance test must then be conducted, unless the parties agree to waive this requirement or the deviations from the contractual specifications have no operational significance. Clause 37 applies mutatis mutandis to a new acceptance test.

39. The buyer shall, at no cost to the supplier, provide the power, fuel, lubricants, water, raw materials, and supplies necessary for conducting the acceptance tests in accordance with paragraphs 37 and 38, as well as for any final adjustments related to those tests. The buyer must also, at no cost to the supplier, install the equipment and provide the labor necessary to conduct the acceptance tests.

40. If the buyer fails to fulfill his obligations under paragraph 39, or otherwise fails to cooperate with the acceptance tests, such that these cannot be carried out, after the buyer has received the supplier’s notice pursuant to paragraph 37, third sentence, a satisfactory acceptance test shall be deemed to have been carried out upon the expiration of the deadline set by the supplier in the notice.

41. The Buyer shall be deemed to have taken delivery of the Goods (a) as soon as the acceptance tests have been completed or are deemed to have been completed in accordance with paragraphs 37–40
or (b) if it has been agreed that acceptance tests are not to be conducted, and when the Written Notice referred to in the first sentence of the third paragraph of clause 37 has been received by the Buyer, and the Delivery is in the condition in which it is required to be at the time of acceptance under the Agreement.
However, the fact that minor adjustments and additions to the Delivery, which have no operational significance, are to be made at a later date shall not prevent acceptance. The buyer shall, without undue delay, confirm to the supplier by Written Notice that the Delivery has been accepted and, at the same time, confirm the time of acceptance. Failure to provide such confirmation shall not affect the determination of whether acceptance has taken place. Prior to acceptance of the Delivery, the Buyer is not entitled to put the Delivery or any part thereof into use. If the buyer puts the Delivery or any part thereof into use without the supplier having given its consent thereto by Written Notice, the buyer shall thereby be deemed to have accepted the Delivery. The supplier’s obligation to conduct acceptance tests shall then cease.

42. Unless otherwise agreed, the risk associated with the Delivery passes upon acceptance. If it has been agreed that the buyer is to receive the Equipment at the Installation Site, the buyer is obligated to inspect the Equipment immediately and to notify the supplier in writing without delay of any damage incurred during transport.

43. The shipment is considered delivered on the day it is accepted in accordance with the provisions of paragraph 41.

44. If, instead of a specific date for the transfer, the parties have specified a period within which the transfer must take place, that period shall be deemed to begin upon the execution of the Agreement.

45. If the supplier determines that it cannot complete the delivery on time, or if a delay on its part is deemed likely, it must, without undue delay, provide the buyer with written notice thereof. The supplier must at the same time state the reason for the delay and, to the extent possible, when the delivery will be ready for acceptance. If the supplier fails to provide the aforementioned notice, the supplier shall, notwithstanding the provisions of Clauses 47 and 48, reimburse the buyer for any additional expenses incurred as a result of the failure to provide notice.

46. If the acceptance is delayed due to a circumstance that, pursuant to Clause 68, constitutes a ground for exemption from liability; due to an act or omission on the part of the buyer or his other suppliers; or due to a modification pursuant to Clauses 8 and 33–36, the delivery period shall be extended to the extent deemed reasonable under the circumstances. The delivery period shall be extended even if the cause of the delay occurs after the originally agreed date of acceptance.

47. If the Delivery has not been accepted on time in accordance with Section 41, the buyer is entitled to a contractual penalty starting on the date on which acceptance should have taken place. The contractual penalty amounts to 0.5% of the Contract Amount for each full week that the delay continues. The contractual penalty may not exceed 7.5% of the Contract Amount. The contractual penalty shall become due upon demand by Written Notice from the buyer, but no earlier than the date of final acceptance of the entire Delivery, or at the time the buyer terminates the Agreement in accordance with Section

48. The buyer forfeits the right to a contractual penalty if he has not submitted a claim to that effect in writing within 6 months after the date on which the transfer of ownership was to have taken place.

49. If the buyer is entitled to the maximum contractual penalty pursuant to Section 47, and the Delivery has not yet been accepted, the buyer may, by Written Notice to the supplier, demand that the Delivery be completed for acceptance testing within a final reasonable deadline, which may not be shorter than 1 week. If the Supplier has still not completed the Delivery within this deadline, and this is not due to circumstances for which the Buyer or its other suppliers are responsible, the Buyer may terminate the Agreement by giving Written Notice to the Supplier. If the Buyer terminates the Agreement in this manner, the Buyer is also entitled to compensation for the loss suffered as a result of the Supplier’s delay, provided that the loss exceeds the maximum contractual penalty the Buyer could have claimed pursuant to Section 47. Such compensation may not exceed 7.5% of the Contract Amount. The Buyer is also entitled to terminate the Agreement by written notice to the Supplier if it is clear that a delay will occur which, under the provisions of Section 47, would entitle the Buyer to the maximum contractual penalty. In the event of such termination, the buyer is entitled to both the maximum contractual penalty and compensation in accordance with the third paragraph of this clause.
49. Except for the contractual penalty under Clause 47 and termination with limited damages under Clause 48, any claim by the buyer arising from the supplier’s delay is excluded. This limitation on the supplier’s liability does not apply if the supplier has acted with gross negligence.

50. The Supplier is liable for any damage to the Goods that occurs after the risk has passed to the Buyer. This applies regardless of the cause of the damage, unless the damage is caused by the Buyer or anyone for whom the Buyer is responsible. Even if the Supplier is not liable for damage to the Delivery under this clause, the Buyer may require the Supplier to repair the damage at the Buyer’s expense.

51. The Supplier is solely liable for damage to the Buyer’s property prior to acceptance of the Delivery if it can be proven that the damage occurred in connection with the performance of the Delivery and was caused by negligence on the part of the Supplier or anyone for whom the Supplier is responsible. However, the Supplier shall in no event be liable for operating losses, lost profits, or other consequential financial losses.

52. The Supplier is obligated to remedy all defects resulting from errors in design, materials, or workmanship by repairing or replacing the Delivery in accordance with Sections 53–65 below.

53. The Supplier’s liability covers only defects that become apparent within one year from the date the Delivery is accepted in accordance with Section 41. If the Delivery is used more intensively than agreed, or more intensively than could have been anticipated at the time the Agreement was entered into, this period shall be shortened proportionally.

54. For parts of the Delivery that have been repaired or replaced in accordance with Section 52, the Supplier assumes the same obligations as those applicable to the original Delivery for a period of one year. For the remaining parts of the Delivery, the period specified in Section 53 applies only for the duration during which the Delivery could not be used due to defects referred to in Section 52.

55. The buyer must provide written notice of a defect to the supplier without undue delay after the defect has become apparent, and in no event later than 2 weeks after the deadline specified in clause 53 has expired, see clauses 54 and 65. The notice must include a description of how the defect manifests itself. If there is reason to believe that the defect may pose a risk of damage, such notice must be given immediately. If the buyer fails to notify the supplier of a defect in writing within the time limits specified in this paragraph, the buyer loses the right to make a claim based on the defect.

56. Upon receipt of a Written Notice in accordance with Section 55, the Supplier must remedy the defect without undue delay. The Supplier shall bear the costs thereof in accordance with the provisions of Clauses 52–64. The remedy shall be carried out at the Installation Site, unless the Supplier deems it appropriate for the defective part or, if applicable, the Equipment to be returned so that the Supplier may perform the repair or replacement at its own premises. If the disassembly and reassembly of the part require specialized technical expertise, the supplier is obligated to perform such disassembly and reassembly. If such specialized technical expertise is unnecessary, the supplier’s obligation regarding the defective part is fulfilled once the supplier has delivered a properly repaired or replaced part to the buyer.

57. If the defect is to be remedied at the Installation Site in accordance with paragraph 56, paragraphs 9, 13, and 51 apply mutatis mutandis.

58. If the buyer has submitted such a notice as mentioned in Section 55, and it turns out that there is no defect for which the supplier is liable, the supplier is entitled to compensation for the work and expenses incurred as a result of the complaint.

59. If any disassembly or assembly involves work on items other than the Delivery, the buyer shall be responsible for the work and the associated costs.

60. Any shipment in connection with repair or replacement shall be at the supplier’s expense and risk. The buyer must follow the supplier’s instructions regarding the method of shipment. The buyer shall bear any additional costs incurred by the supplier in remedying defects resulting from the fact that the Delivery is located at a place other than the Installation Site.

61. Defective parts that are replaced in accordance with Section 52 shall be made available to the supplier and shall become the supplier’s property.

62. If the supplier fails to fulfill its obligations under Section 56 within a reasonable time, the buyer may, by written notice, set a final deadline for compliance. If the obligations are not fulfilled by the end of the specified deadline, the buyer may, at its discretion:
a) have the necessary repairs performed and/or have new parts manufactured at the supplier’s expense and risk, provided that it does so in a reasonable and prudent manner, 
or
 b) demand a proportional reduction in price, not to exceed 15% of the Contract Price. If the defect is material, the buyer may instead terminate the Agreement by written notice to the supplier. The buyer is also entitled to terminate the Agreement in this manner if the defect remains material after the measures mentioned under a) have been taken. Upon termination, the buyer may claim compensation for its loss, up to a maximum of 15% of the agreed purchase price. 

63. The supplier’s liability does not extend to defects caused by materials provided by the buyer, by designs prescribed or specified by the buyer, or by improperly performed preparatory work on the part of the buyer.

64. The Supplier’s liability covers only defects that arise under the working conditions specified in the Agreement and during proper use of the Delivery. The liability does not cover defects caused by circumstances that occurred after acceptance in accordance with Section 41. For example, it does not cover defects resulting from inadequate maintenance by the buyer, modifications to the Delivery made by the buyer without the supplier’s consent via Written Notice, or repairs performed improperly by the buyer. Finally, liability does not cover normal wear and tear or deterioration.

65. Notwithstanding the provisions of paragraphs 52–64, the Supplier’s liability for defects shall not apply to any part of the Delivery beyond 2 years from the date of acceptance pursuant to paragraph 41.

66. The Supplier shall have no liability for defects beyond that provided for in paragraphs 52–65. This applies to any loss that the defect may cause, including operating losses, lost profits, and other consequential financial losses. This limitation on the Supplier’s liability shall not apply if the Supplier has acted with gross negligence.

67. The buyer shall indemnify the supplier to the extent that the supplier is held liable to a third party for such damage and loss for which the supplier is not liable to the buyer pursuant to the second and third paragraphs of this section.
The supplier is not liable for damage caused by the Delivery after acceptance: 
a) to real property or personal property occurring while the Delivery is in the Buyer’s possession, 
b) to products manufactured by the Buyer, or to products in which such products are incorporated, or for damage to real property or personal property caused by such products as a result of the Delivery. Under no circumstances shall the Supplier be liable for operating losses, lost profits, or other consequential economic losses. The aforementioned limitations on the Supplier’s liability shall not apply if the Supplier has acted with gross negligence. If a third party asserts a claim against either party for damages pursuant to this section, that party must immediately notify the other party thereof. The Supplier and the Buyer are mutually obligated to submit to the jurisdiction of the court or arbitration tribunal hearing claims for damages brought against either of them on the basis of damage or loss allegedly caused by the Delivery. However, the relationship between the buyer and the supplier shall always be settled by arbitration in accordance with Clause 71.

68. The following circumstances shall constitute grounds for exemption from liability if they prevent the performance of the Agreement or render such performance unreasonably burdensome: labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization, or military call-ups of a similar scope, requisition, seizure, currency restrictions, riots and civil unrest, lack of means of transportation, general shortages of goods, fuel restrictions, as well as defects in or delays in deliveries from subcontractors resulting from any of the circumstances mentioned in this section. The circumstances mentioned above shall only constitute grounds for exemption from liability if their impact on the performance of the Agreement could not have been foreseen at the time the Agreement was entered into.

69. The party wishing to invoke any ground for exemption from liability, as mentioned in paragraph 68, shall without delay notify the other party in writing of its occurrence and cessation. In the event of force majeure on the part of the buyer, the buyer shall cover the costs incurred by the supplier to secure and protect the Delivery. Furthermore, the buyer shall cover the supplier’s expenses for personnel, subcontractors, and equipment that, with the buyer’s consent, are kept on standby for the resumption of work on the Delivery.

70. Notwithstanding any other provisions of these terms and conditions, either party may terminate the Agreement by providing written notice to the other party. If performance of the Agreement is prevented for more than 6 months by an event as described in Section 68.

71. Disputes arising out of the Agreement and all matters related thereto may not be brought before the courts but shall be settled by arbitration in accordance with the laws governing arbitration in the Supplier’s country. 
72. All legal issues that may arise in connection with the Agreement shall be governed by the laws of the Supplier’s country.