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General Terms and Conditions

Status July 2024

1. General Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply to all purchase, delivery, service, and work contracts (hereinafter referred to as "Contracts") concluded between the

 

TREAMS GmbH

In den Brückenäckern 3

07751 Großlöbichau/Germany

 

Management

Jens Bergner

(hereinafter referred to as "TREAMS"),

and its contractual partners (hereinafter referred to as "customer” or “customers")

be concluded.

1.2 All contracts are concluded exclusively with customers who are to be regarded as entrepreneurs as well as with legal entities under public law and special funds under public law. An entrepreneur is any natural or legal person, or a partnership with legal capacity, who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Contracts with customers who do not meet the defined requirements are expressly not concluded.

1.3 Any contracts between TREAMS and the Customer shall be governed primarily by the agreements made in writing in the individual case and the information in the order confirmation. Insofar as no individual agreements have been made, these GTC shall form the exclusive basis for all contracts concluded with TREAMS. Any other terms and conditions of business or purchase of the Customer shall not apply, even if they are not expressly rejected separately. TREAMS hereby expressly rejects such terms and conditions. These GTC shall also apply to future contracts with the Customer, even if they are not expressly agreed upon again.

1.4 Unless otherwise agreed, the Incoterms 2020 shall apply. The respective Incoterms clauses shall be interpreted in accordance with the application notes of the International Chamber of Commerce in Paris (ICC), unless expressly amended or supplemented by provisions in these GTC.

1.5 The basis for all contracts between TREAMS and the Customer is the English version of these GTC. Versions of these GTC in other languages are for information purposes only.

 

2. Conclusion of Contract

2.1 TREAMS's offers are subject to change and non-binding. The contract shall only be concluded when TREAMS has expressly confirmed the Customer's binding order in writing or has carried out the delivery and/or service.

2.2 The Customer is obliged to check the order confirmation from TREAMS carefully for correctness and appropriateness and to contact TREAMS immediately in the event of discrepancies. This applies to project orders based on the price calculations and service descriptions provided by TREAMS. Otherwise, the provisions made in the order confirmation shall be deemed services to be rendered per the contract.

 

3. Nature of the Goods and Services

 3.1 The information contained in catalogs, brochures, and the like as well as other written or verbal statements about the quality and characteristics, such as technical details etc., are only binding if they are expressly referred to in the order confirmation. Details in technical documents are also only binding if they are expressly referred to in the order confirmation.

3.2 Until delivery of the goods and services, TREAMS reserves the right to make customary technical changes, in particular improvements, if this only results in insignificant changes to the quality and the Customer is not unreasonably impaired.

 

4. Prices

 4.1 The prices are ex works Naples/Florida, excluding VAT/goods sales tax and packaging. The costs for transportation and insurance are based on the agreed Incoterms 2020. If TREAMS incurs additional costs for unloading the goods at the place of destination when the Incoterm DAP applies, these shall be borne by the Customer. The Customer shall bear the costs for additional documents, such as certificates of origin and certifications.

4.2 An appropriate price adjustment shall be made if:

  • the delivery period is subsequently extended for a reason for which the Customer is responsible, whereby the price adjustment must be made in accordance with Section 8.4 of the GTC, or
  • the nature or scope of the agreed deliveries or services have changed following mutual agreement, or 
  • the material or the design has changed because the documents supplied by the Customer did not correspond to the actual conditions or were incomplete, and the Customer was informed of this circumstance.

4.3 Should the Customer terminate the contract as a result of the changed prices, TREAMS shall be entitled to invoice the Customer for the expenses, labor, and material costs incurred up to the date of termination.

4.4 The minimum net order value for orders is $200. If the minimum order value is not reached, TREAMS shall be entitled to charge a processing fee of $50.

5. Terms of Payment and Default of Payment

 5.1 Payments shall be made in accordance with the terms of the order confirmation or invoice.

5.2 In the case of bank transfers, the timeliness of payments is determined by crediting the TREAMS account. A processing fee of $40 will be charged if checks are submitted. In the case of payment by check, payment shall only be deemed to have been made when the check amount is available as a credit on TREAMS's account. Costs incurred as a result of a bounced check are passed on to the Customer.

5.3 If the Customer defaults on a payment, he shall be obliged to pay a default interest of 9 percentage points. per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse TREAMS for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees, court fees, costs and expenses at all levels, including appeals. In addition to all other remedies available under these GTC or at law (which TREAMS does not waive by the exercise of any rights hereunder), TREAMS shall be entitled to suspend the delivery of any Goods or performance of any Services [and stop Goods in transit] if Customer fails to pay any amounts when due hereunder.

 

6. Secrecy

 6.1 TREAMS and the Customer undertake to treat as strictly confidential the mutual information about the respective other contractual partners, its products, and customers (manufacturing, experience, and business secrets) (hereinafter "Confidential Information") which is made accessible to them or otherwise becomes known to them and not to make it accessible to any third parties either directly or indirectly, or to publish it in any way or use it for other purposes (in particular for the reproduction of machines, systems, and components as well as parts thereof, in particular by way of so-called "reverse engineering").

6.2 TREAMS and the Customer further undertake to place all necessary subcontractors and other third parties under the same obligation by signing confidentiality agreements.

6.3 The fact that a business relationship exists between the parties (pre-contractual negotiations, conclusion of contract, etc.) also constitutes confidential information subject to this section.

6.4 This obligation of confidentiality does not apply to information,

  • which were already previously known to the recipient without an obligation of confidentiality;
  • which are or become generally known without the recipient being responsible for this;
  • which are lawfully disclosed to the recipient by a third party without an obligation of confidentiality and which have been demonstrably developed independently by the recipient;
  • which have been released in writing by the owner for publication.

6.5 If TREAMS and the Customer are subject to the terms of a valid non-disclosure agreement at the time of the conclusion of the contract, the terms of the concluded non-disclosure agreement shall take precedence and shall be supplemented by this section of these GTC.

 

7. Reservation of Title

7.1 The reserved goods delivered by TREAMS shall remain the property of TREAMS until all claims against the Customer arising from the respective contractual relationship and all claims that TREAMS subsequently acquires against the Customer in connection with the reserved goods, for example, due to repairs, spare parts deliveries and other services, have been fulfilled.

7.2 The Customer shall store the goods subject to retention of title free of charge for TREAMS. Furthermore, the Customer undertakes to keep the goods subject to retention of title in a proper condition for the duration of the retention of title and to have all necessary maintenance work and necessary repairs carried out immediately at its expense.

7.3 The goods subject to retention of title may be resold in the ordinary course of business, provided that the Customer is not in default of payment. However, the Customer hereby assigns all claims to TREAMS in the amount of the invoice amount to the third-party arising from the resale. The Customer shall remain authorized to collect this claim even after assignment. TREAMS undertakes not to collect the claim itself as long as the Customer meets its payment obligations to TREAMS, is not in default of payment, and no insolvency proceedings have been opened against it. The Customer is obliged to inform TREAMS of the identity of the third party and notify the latter of the claim assignment to TREAMS to enable TREAMS to assert its rights arising from the assigned claim.

Transfer by way of security and pledging of the goods subject to retention of title are prohibited without the written consent of TREAMS and are not deemed to be sales in the ordinary course of business. If third parties seize the goods subject to retention of title, in particular by attachment or in the context of the opening of insolvency proceedings, the Customer shall immediately inform the third party of TREAMS's ownership of the goods subject to retention of title and inform TREAMS thereof in order to enable the enforcement of TREAMS's ownership rights.

7.4 If the goods subject to retention of title are combined, mixed, or processed, TREAMS shall acquire co-ownership of the new in the ratio of the invoice value of the goods subject to retention of title to the other processed items at the time of processing until the invoice has been settled in full.

7.5 The Customer is only entitled to possess and use the goods subject to retention of title for the duration of the retention of title as long as it fulfills its obligations under the contract and these GTC and is not in default of payment.

7.6 If the Customer is in default of payment or does not fulfill its obligations arising from the retention of title, TREAMS is entitled to withdraw from the contract. TREAMS may demand the return of the goods subject to retention of title from the Customer and realize them by private sale after setting a reasonable deadline.

7.7 The Customer shall bear all costs of taking back and utilizing the reserved goods.

7.8 TREAMS undertakes to release the securities to which it is entitled if the value of the claims to be secured, which have not yet been settled, is over-secured by more than 110% with the aforementioned security interest.

 

8. Delivery Period

8.1 The delivery period shall be agreed upon individually between the parties. It shall commence with the dispatch of the order confirmation, but not before the Customer has provided the documents, approvals, and releases to be procured and not before receipt of an agreed down payment.

8.2 Compliance with the delivery period requires the fulfillment of the contractual obligations by the Customer. In particular, in the case of payment in advance, the delivery period shall only commence upon receipt of payment.

8.3 The delivery period shall be extended appropriately if obstacles occur that TREAMS cannot avert despite exercising due care, irrespective of whether they occur at TREAMS, at the Customer, or at a third party. The Customer shall be informed immediately of the delay in delivery. As soon as the circumstance preventing delivery no longer exists, the delivery date shall be rescheduled in writing. If TREAMS fails to provide the service even after a new deadline has been set, the Customer may withdraw from the contract in accordance with the general rules.

8.4 The Customer is obliged to accept the delivery item. If dispatch is delayed at the request of the Customer or for reasons for which the Customer is responsible and which lie within its sphere of influence, the Customer shall be charged the costs incurred for storage for each month one month after notification of readiness for dispatch (at least 0.5% of the invoice amount for each month, unless TREAMS has incurred higher costs, whereby the Customer is entitled to provide evidence of lower damages). However, TREAMS shall be entitled to dispose of the delivery item otherwise after setting and fruitless expiry of a reasonable deadline for acceptance.

 

9. Transfer of Risk and Acceptance

 9.1 The transfer of risk, i.e., the risk of accidental deterioration or accidental loss of the delivery item, shall be governed by the agreed Incoterms 2020.

9.2 A transfer of risk to the Customer shall also take place in the event of default of acceptance by the Customer. A delay in acceptance exists if the shipment of the delivery item is delayed or does not take place due to circumstances that are not attributable to TREAMS and lie within the sphere of the Customer.

9.3 If acceptance is required for services under a contract for work and services), this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after TREAMS's notification of readiness for acceptance within 14 days or immediately after the agreed delivery of the work. The Customer may not refuse acceptance in the event of an insignificant defect.

9.4 TREAMS's liability for recognizable defects shall also lapse upon acceptance unless the Customer has reserved the right to assert a specific defect.

9.5 If the client defaults to acceptance, this shall be deemed equivalent to acceptance. Default of acceptance shall be deemed to exist if the Customer does not accept the work within the acceptance period without indicating a significant defect. The use of the work in live operation shall also be deemed acceptance.

9.6 TREAMS undertakes to take out the insurance requested by the Customer in writing at the Customer's expense.

9.7 Partial deliveries are permissible insofar as reasonable for the Customer.

9.8 TREAMS shall inspect the deliveries and services, as far as usual, before dispatch. If the Customer requests further inspections, these shall be agreed separately and paid for by the Customer.

 

 

10. Warranty

TREAMS provides the following warranty for material and work defects:

10.1 The Customer is obliged to inspect the goods immediately and with due care for deviations in quality and quantity and to notify TREAMS in writing of any obvious defects within 7 days of receipt of the goods. Timely dispatch is sufficient to meet the deadline. This shall also apply to hidden defects discovered later from the time of discovery of the defect. The assertion of warranty claims shall be excluded if the obligation to inspect and give notice of defects is breached

10.2 If defects become apparent during the acceptance of work services, these must also be reported to TREAMS immediately in writing or by Email during acceptance in accordance with Clause 9.3 of the GTC. The same applies to hidden defects at the time of their discovery. In the event of a breach of the above obligation to inspect and give notice of defects, the work shall be deemed approved with regard to the defect notified; the assertion of warranty claims shall be excluded.

10.3 Unless otherwise agreed, the Customer shall make the goods available to TREAMS for inspection of the defect and for subsequent performance at the registered office in Großlöbichau.

10.4 If a contractual item is defective at the time of transfer of risk, TREAMS shall have the right to repair or replace it free of charge at its discretion.

10.5 The Customer shall not have the right to remedy the defect itself or have it remedied by third parties without prior notification of the defect to TREAMS and the request to remedy the defect. If a notification of defects is omitted or TREAMS is not provided the opportunity to rectify the defect, the costs or other expenses for rectifying defects by third parties shall not be borne or reimbursed by TREAMS. If the Customer or a third party rectifies defects improperly, TREAMS shall not be liable for the resulting consequences.

10.6 TREAMS shall bear the direct costs arising from the repair or replacement delivery - insofar as the complaint proves to be justified - all necessary expenses incurred, including transport, travel, labor, and material costs, as well as the costs for dismantling and installation and the restoration costs, provided that the delivery item was installed in another item before the defect became apparent. Costs and expenses for the inspection of the delivery item, including transportation costs, shall not be borne if no defect in the delivery item can be established.

10.7 In the event of rectification of defects, TREAMS shall not bear the increased costs arising from the transportation of the goods to a place other than the place of performance or destination. Replaced parts shall become the property of TREAMS.

10.8 The warranty is excluded in the following cases: Unsuitable or improper use; unauthorized or faulty assembly or commissioning by the Customer or third parties; subsequent modification work by the Customer or third parties; natural wear and tear, negligent or faulty handling, maintenance or servicing, violations of the operating instructions, use of unsuitable operating materials, defective construction work by the Customer, unsuitable building ground, chemical, electrochemical or electrical influences for which TREAMS is not responsible as well as exceptional temperature and weather influences.

10.9 The guarantee of surface cleanliness properties expires if the primary packaging is opened in an environment that is unsuitable in terms of technical cleanliness.

10.10 Warranty claims shall expire one year after the expiry of the inspection period in accordance with Section 10.1 of these GTC. This shall not apply to separate statutory limitation provisions, and for guarantees assumed. Insofar as acceptance has been agreed upon or is provided for by law, the limitation period shall commence upon acceptance or a constellation equivalent to acceptance pursuant to clause 9.4 in accordance with clause 9.5.

Claims for damages and reimbursement of expenses by the Customer under clause 11 and under the Product Liability Act shall lapse exclusively in accordance with the statutory limitation periods.

10.11 TREAMS shall not be liable for defects caused by items and/or materials provided by the Customer or by design determined or specified by the Customer. TREAMS shall only be liable for defects caused by goods provided by the Customer if these defects can be proven to have been caused by TREAMS during processing and finishing by TREAMS. The Customer must prove that the defect's cause lies within TREAMS's area of responsibility.

 

11. Liability

11.1 TREAMS shall be liable without limitation for damages that are not based on a defect, irrespective of the legal grounds

a. in the event of intent and gross negligence,

b. in the event of culpable injury to life, limb or health,

c. in the event of defects that have been fraudulently concealed,

d. within the scope of a guarantee promise,

e. in the event of defects in the subject matter of the contract, liability exists under the Product Liability Act for personal injury or property damage to privately used objects.

11.2 Liability for default always requires a prior reminder from the Customer.

11.3 The above limitations of liability shall also apply to the employees, vicarious agents, representatives, and bodies of TREAMS.

11.4 In the event of culpable breach of material contractual obligations, TREAMS shall also be liable for simple negligence but limited to the damage typical for the contract and reasonably foreseeable at the time of conclusion of the contract. Material contractual obligations are those obligations that protect the legal positions of the contractual partner, which are material to the contract and which the contract is intended to grant according to its content and purpose. Material contractual obligations are also those contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner has regularly relied on and may rely on.

11.5 Further claims, whether for damages or reimbursement of expenses, are excluded.

 

12. Use of Software

12.1 If the software is included in the scope of delivery, the Customer shall be granted a simple, non-exclusive right, unlimited in time and place, to use the delivered software, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.

12.2 The vacuum systems from TREAMS are programmed and delivered with specific software. Due to the ongoing development and discontinuation of older software versions, unlimited support with the delivered software is not possible and requires adjustments from time to time. Necessary updates will be announced and offered by TREAMS. If the customer decides not to perform an update, only technical support will be available from a communicated point in time.

12.3 Essentially, comprehensive service for our systems with the delivered software is ensured for 2 years. This includes the correction of software errors and, depending on the conclusion of a corresponding service contract or after a separate assignment, software updates and program renewals. After the expiration of the two years, this may only be possible with an update of the software version, depending on the development of the Siemens software, which TREAMS can offer. In general, we guarantee technical support for the delivered software version for up to 10 years upon conclusion of a corresponding service contract.

 

13. Right of Return

The Customer is not entitled to a contractual right of return or a right of withdrawal. Returns of goods will be refused without exception. Excluded from this are returns due to withdrawal within the scope of the warranty for defects.

 

14. Services

14.1 TREAMS's services include measurement, project, repair and consulting services. 

14.2 The order for a service must be placed at least three working days before delivery of any parts to be provided. If a delivery is made at an earlier time than the order is received, TREAMS reserves the right to return the corresponding parts to the Customer and to charge a processing fee of $250 per order item (max. $2,500 per process) or to store the parts at the expense of the Customer ($250 per order item per day).

14.3 The parts provided to us for the provision of a service shall be delivered with a delivery bill (stating TREAMS offer number, TREAMS order confirmation number, material number, and quantity). Missing parts shall only be replaced if their delivery is documented by a delivery bill signed by TREAMS and the risk for the missing parts has passed to TREAMS.

14.4 The parts provided for service provision must be in the delivery condition agreed with the Customer. If the parts deviate from the agreed delivery condition, TREAMS reserves the right to return the corresponding parts to the Customer ("uncleaned return") and to charge a processing fee of $250 per order item (max. $2,500 per process) for small components and up to $5,000 per order item (at cost) for large components. 

14.5 If the value of the parts provided to TREAMS for the provision of service exceeds $10,000 (per individual part) or $50,000 (per order item), the Customer shall notify TREAMS of this in writing or in text form (by email) at the time of the first inquiry or when placing the order. The notification informs the insurance company and creates special protective measures to preserve the intrinsic value and integrity of the parts. There shall also be an obligation to provide information about circumstances requiring special attention with regard to the parts, such as the need for special storage or treatment of the parts. If the Customer fails to notify TREAMS or provides incomplete information, TREAMS shall only be liable to the extent of its care in its affairs.

14.6 In the case of particularly valuable parts within the meaning of clause 14.5, the liability insurance shall be claimed against first. Should the latter refuse liability on the merits, TREAMS shall be liable in accordance with Clause 11 of these GTC, unless the liability insurance refuses liability as a result of failure to inform the Customer of the special value of the parts and of circumstances requiring special attention within the meaning of Clause 14.5, as TREAMS was not enabled to report the insured event in good time or to create the conditions for the insurance company's liability. In this case, TREAMS's liability is excluded.

14.7 The results achieved by TREAMS within the scope of service are recorded in internal databases. This data serves as a basis for analysis purposes and can be published anonymously by TREAMS, provided that this does not violate confidentiality agreements.

14.8 If the subject matter of the contract is a consultancy service to be provided by TREAMS, the Customer expressly acknowledges that TREAMS is not obliged to bring about a specific success with its consultancy.

 

15. Export

15.1 The Customer and TREAMS are mutually aware that European, German, American, or any other third-country foreign trade law may apply to the export of goods, software, or technology as well as to the provision of services with a cross-border connection. In addition, there are European, German, American, or other third-country embargo regulations against certain countries or persons, companies, and organizations, which may prohibit the delivery, provision, transfer, export, or sale of goods as well as the provision of services or make them subject to approval.

15.2 The Customer is solely responsible for compliance with national and international export regulations and undertakes to fully acknowledge and comply with the regulations and laws mentioned under 15.1 and not to sell or provide, export, re-export, pass on or otherwise make available any deliveries and services either directly or indirectly, indirectly or directly to individuals, companies, institutions, organizations or in countries if the delivery or service violates export regulations or embargo regulations. The fulfillment of the contract by TREAMS is subject to the proviso that there are no obstacles to performance due to national and international export, embargo, or other legal provisions or regulations.

15.3 Upon request, the Customer shall provide appropriate and complete information on the end use of the goods and services to be delivered, in particular so-called end-use documents, in order to verify the end use and the intended purpose of the delivery or service and to be able to prove this to the competent export control authorities. A military end use of the subject matter of the contract by the Customer or a third party in the event of resale must be reported immediately before the conclusion of the contract, at the latest, upon knowledge of this circumstance.

15.4 A breach of the obligation set out in § 15.2 constitutes a serious breach of the Customer's obligations and entitles TREAMS to extraordinary termination or withdrawal without prior notice. The Customer shall indemnify TREAMS against all claims for damages by third parties or penalties and fines and shall compensate TREAMS for all expenses and damages incurred by TREAMS as a result of a breach of the obligations set out in 15.2 and 15.3.

15.5 Claims for damages or reimbursement of expenses by the Customer arising from delays in performance or impediments to performance due to customs, embargo, export, or import control regulations are excluded.

16. No-Russia-Clause

16.1 The Customer shall not sell, supply, transfer or export, directly or indirectly, any goods, equipment and merchandise purchased from TREAMS which fall within the scope of Article 12g of Council Regulation (EU) No 833/2014 to any natural or legal person, entity or body in the Russian Federation or Belarus or for use in the Russian Federation or Belarus.

16.2 The Customer shall use its best endeavors to ensure that the purpose of paragraph (1) is not frustrated by third parties in the wider chain of commerce, including potential resellers. The customer shall ensure through contractual agreements with its contractual partners, in particular in a third country, that they

a. do not re-export the purchased goods, merchandise and equipment to the Russian Federation or Belarus, or

b. re-export the purchased goods, commodities and equipment for use in the Russian Federation or Belarus, or

c. import the purchased goods, commodities and equipment from third countries that are not subject to restrictions on the import of goods, commodities or equipment from the Russian Federation or Belarus.

The customer shall ensure by contractual obligation of its contractual partners that the goods, commodities and equipment are also not resold to a third party that has not committed itself to the export restrictions in this paragraph. The contracts to be concluded shall contain appropriate sanctions and remedial measures.

16.3 The Customer shall establish and maintain an appropriate monitoring mechanism to detect any behavior by third parties in the downstream chain, including potential resellers, that would defeat the purpose of paragraph (1).

16.4 Any violation of paragraphs 1-3 shall constitute a material breach of contract which entitles TREAMS to take defensive and countermeasures and to claim damages and reimbursement of expenses. The measures include in particular

a.         Extraordinary termination of the contractual relationship

b.         Imposing a contractual penalty in the amount of 300% of the agreed scope of the contract or the price of the goods, equipment and merchandise, whichever is higher.

16.5 The Customer shall notify TREAMS without delay of any actual and legal obstacles and behavior that threaten to prevent compliance with paragraphs 1-3. This shall also apply to conduct of third parties which threatens to frustrate the contractual purpose of paragraph 1. The notification period of the Customer regarding such obstacles and behavior shall be 2 weeks from the date of knowledge or knowledge of such obstacles or behavior or from a corresponding request by TREAMS.

 

17. Applicable Law, Place of Jurisdiction, Contract Language

17.1 All contracts between TREAMS and the Customer shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, UN Sales Convention).

17.2 The place of jurisdiction is the court responsible for the registered office of TREAMS. However, TREAMS shall be entitled to take action at the Customer's headquarters.

17.3 The contract language is English.

 

18. Final Provisions

18.1 Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.

18.2 The Customer shall only be entitled to set-off if its counterclaim has been legally established or recognized by TREAMS in writing. The withholding of payments due to any counterclaims of the Customer disputed by TREAMS is not permitted. 

18.3 TREAMS reserves the property rights and copyrights to all documents provided to the Customer, in particular data carriers, documentation, illustrations, drawings, and calculations; these may not be used for purposes other than those stipulated in the contract and may not be made accessible to third parties and must be returned to TREAMS immediately free of charge when the delivery and/or service contract is terminated or if the contractual purpose of use has been fulfilled. This applies in particular to documents and information marked as "confidential". TREAMS is entitled to demand the return of documents at any time if confidentiality is not ensured.

 

 

Supplementary conditions for repairs

Status July 2024

 

1. General Scope of Application

1.1 These Terms and Conditions shall apply exclusively to the items delivered by TREAMS (hereinafter referred to as "Repair Item"), insofar as this is not a warranty for defects.

1.2 These conditions (as supplementary or replacement conditions) adapt the General Section's conditions to repair services.

 

2. Conclusion of Contract

2.1 Upon conclusion of the contract, the Customer shall inform TREAMS in writing of all circumstances relevant to the repair, particularly any contamination. Irrespective of whether repair services are carried out in or outside the TREAMS factory, the Customer must complete the declaration of contamination provided by TREAMS. If the item to be repaired is to be sent to TREAMS, the declaration of contamination must be attached to the outside of the package. If the declaration of contamination is not included, the shipment will be returned at the Customer's expense. The Customer shall be liable for the correctness and completeness of the information provided in the declaration of contamination and for any damage caused by an incorrect and/or incomplete declaration of contamination. TREAMS reserves the right to refuse acceptance of the repair item in the event of certain contamination or to charge the Customer additional costs for decontamination.

 

3. Prices, Cost Estimate

3.1 As far as possible, the Customer shall be provided with an estimated repair price in a cost estimate upon conclusion of the contract. 

3.2 If the repair cannot be carried out at the quoted price or if TREAMS deems it necessary to carry out additional work during the repair, the Customer's consent must be obtained if the quoted price must be exceeded by more than 15%.

3.3 If a cost estimate with binding price estimates is desired before the repair is carried out, the Customer must expressly request this. Unless otherwise agreed, such a cost estimate shall only be binding if it is submitted in writing and expressly designated as binding. 

3.4 The services rendered for the submission of a cost estimate as well as the further expenses incurred and to be documented (troubleshooting time equals working time) shall be invoiced to the Customer if the repair cannot be carried out for reasons for which TREAMS is not responsible, in particular because the fault complained of did not occur during the inspection, spare parts cannot be procured, the Customer has culpably missed the agreed deadline or the contract has been terminated during execution. 

3.5 TREAMS shall be entitled to demand a reasonable advance payment upon conclusion of the contract if there is an objective reason for doing so.  

3.6 When calculating the repair, prices for parts, materials, and special services used and labor, travel, and transport costs shall be shown separately. 

3.7 Any correction of the invoice by TREAMS and a complaint by the Customer must be made in writing no later than two weeks after receipt.

 

4. Retention of Title, Lien

4.1 TREAMS retains ownership of all accessories, spare parts, and replacement units used until all payments from the repair contract have been received. Further security agreements can be made.

4.2 TREAMS shall be entitled to a lien on the Customer's repair item that has come into its possession on the basis of the repair contract due to its claims arising from the repair contract. The right of lien may also be asserted for claims arising from previously performed work, spare parts deliveries, and other services related to the repair item. The right of lien shall only apply to other claims insofar as these are undisputed or legally binding.

 

5. Repair deadline

5.1 The information on repair times is based on estimates and is therefore not binding.

5.2 The Customer may only demand the agreement of a binding repair deadline, which must be designated as binding once the scope of the work has been precisely determined. The binding repair deadline shall be deemed to have been met if, by the time it expires, the item to be repaired is ready for acceptance by the Customer or, in the case of a contractually agreed test, ready for the test to be carried out. 

5.3 If additional and extension orders are placed later or additional repair work is necessary, the agreed repair period shall be extended accordingly.

5.4 If the repair is delayed due to the occurrence of circumstances for which TREAMS is not responsible, irrespective of whether they occur at TREAMS, at the Customer, or at a third party, the repair period shall be extended appropriately as far as possible.

 

6. Acceptance

6.1 The Customer is obliged to accept the repair work as soon as he has been notified of its completion and any contractually agreed testing of the item to be repaired has occurred. 

6.2 If the repair is not in accordance with the contract, TREAMS shall be obliged to remedy the defect. This shall not apply if the defect is insignificant to the Customer's interests or is based on a circumstance attributable to the Customer. If the defect is insignificant, the Customer may not refuse acceptance.

6.3 The repair work shall also be deemed accepted if TREAMS has set the Customer a 14-day deadline for acceptance after completion and the Customer has not refused acceptance within this deadline, stating at least one significant defect. The use of the repair item in live operation shall also be deemed as acceptance.

6.4 TREAMS's liability for recognizable defects shall lapse upon acceptance unless the Customer has reserved the right to assert a specific defect within the scope of the acceptance or a constellation, according to Clause 6.3. In addition, the risk of accidental loss and accidental deterioration of the object of repair shall pass to the Customer.

 

7. Claims for Defects and Limitation Period

7.1 After acceptance of the repair, TREAMS shall be liable for defects in the repair so that TREAMS must rectify the defects. The Customer shall immediately notify TREAMS in writing of any defect found.

7.2 Liability shall not apply if the defect is insignificant for the interests of the Customer or is based on a circumstance attributable to the Customer. This applies in particular to parts provided by the Customer.

7.3 Improper modifications or repair work carried out by the Customer or third parties without the prior consent of TREAMS shall invalidate TREAMS's liability for the resulting consequences

7.4 In urgent cases of danger to operational safety and to prevent disproportionately large damage, whereby TREAMS must be notified immediately, the Customer shall have the right, within the framework of the statutory provisions, to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from TREAMS. 

7.5 If the complaint is justified, TREAMS shall bear the costs necessary to remedy the defect, provided that this does not result in a disproportionate burden for TREAMS.

7.6 The limitation period for claims for defects is governed by point 11.9 of the general part of the GTC.

 

8. Liability

8.1 If parts of the item to be repaired are damaged through the fault of TREAMS, TREAMS shall, at its discretion, repair them at its expense, supply new parts, or provide a replacement. The Customer must prove that the cause of the damage lies within TREAMS's area of responsibility.

8.2 Conditions of the General Section apply accordingly to this chapter.

 

9. Cooperation and Technical Assistance of the Customer for repairs outside of the TREAMS factory

9.1 The Customer shall support TREAMS's repair personnel in carrying out the repair at its expense.

9.2 The Customer shall take the special measures necessary to protect individuals and property at the repair site. He shall also inform the repair manager about existing special safety regulations insofar as they are important to the repair personnel.

9.3 The Customer is obliged to provide technical assistance at their own expense, in particular to:

  • Provision of the necessary suitable assistants in the number required for the repair and for  the required time. The assistants must follow the instructions of TREAMS's repair manager. TREAMS assumes no liability for the assistants.
  • Provision of tools (if necessary).
  • Provision of heating, lighting, operating power, and water, including the necessary connections.
  • Provision of necessary, dry, and lockable rooms for the storage of the repair personnel's tools.
  • Protection of the repair site and materials against harmful influences of any kind, such as cleaning the repair site.
  • Provision of suitable, thief-proof recreation rooms and workrooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the repair personnel.  
  • Provision of materials and performance of all other actions necessary to adjust the repair item and perform a contractually agreed test.

 

9.4 The Customer's technical assistance must ensure that the repair can be started immediately after the arrival of TREAMS's repair personnel and carried out without delay until acceptance by the Customer. If special plans or instructions are required from TREAMS, TREAMS shall make them available to the Customer in a timely manner. 

9.5 If the Customer fails to comply with its obligations, TREAMS shall be entitled, but not obliged, to perform the actions incumbent on the Customer in its place and at its expense after setting a deadline. Otherwise, TREAMS's statutory rights and claims shall remain unaffected. 

9.6 If the equipment or tools provided by TREAMS are damaged at the repair site during repair work outside TREAMS's works through no fault of TREAMS or if they are lost through no fault of TREAMS, the Customer shall be obliged to compensate for this damage. Damage attributable to normal wear and tear shall not be taken into account.

 

10. Transport and insurance for Repairs at the TREAMS factory

10.1 Unless otherwise agreed in writing, the Customer's repair item shall be delivered to TREAMS at the Customer's expense and collected from TREAMS again after the repair has been carried out.

10.2 Unless otherwise agreed, for example, in the Incoterms 2020, the Customer shall bear the transportation risk. The Customer shall insure the goods to be transported independently.

10.3 If the Customer defaults to acceptance, TREAMS may demand storage fees for storage at its plant in accordance with clause 8.4 of the GTC. The repair item may also be stored elsewhere at the discretion of TREAMS. The Customer shall bear the costs and risk of storage.