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General Terms and Conditions

Baumüller (UK) Ltd. Terms and Conditions of Sale and Delivery

1. Binding Force and Formation of Contract

The delivery of goods and the provision of services shall be made only and exclusively on the basis of these terms and conditions (the "Terms") of Baumüller (U.K.) Ltd. ("Baumüller"). These conditions are an integral part of the supply contracts. Any offer made is conditional on the acceptance of the Terms. Any order constitutes the acceptance of these terms and conditions and any objection to these terms and conditions has to raise in writing. In the case of an ongoing business relationship, the Terms shall apply to any contract within such relationship. No additional or different terms or conditions will be binding upon Baumüller unless specifically agreed to in writing; failure of Baumüller to object to conditions contained in any other writing or other communication from the buyer (the "Buyer") shall not be construed as a waiver of these Terms nor acceptance of any such other provisions nor shall Baumüller incur any liability for retracting its offer if Buyer objects to these Terms and Baumüller does not agree in writing to any other terms. These Terms also serve as notice of Baumüller’s objection to and rejection of any terms and conditions of purchase or sale included in Buyer’s order or other writing that are different from or additional to these Terms. If deliveries are subject to obligations relating to foreign trade and payments or to any other form of restrictions (i.e. Laws on Foreign Trade and Payments, Dual Use Regulations, War Arms Control Laws, (U.S.) export control laws/embargo laws or similar regulations), the Buyer shall have sole responsibility for complying with all provisions and stipulations. Any required authorizations will be obtained by the Buyer.

2. Offers

(a) Offers shall be subject to confirmation and non-binding and subject to change and availability of the material and products. Any changes and supplements need to be confirmed in writing. Prior sale shall remain reserved. Fixed prices must be expressly confirmed as such by Baumüller in writing.
(b) Any figures, measurements, statements, descriptions, illustrations, photographs, drawings, or any other matters contained in the Baumüller’s brochures, catalogs, price lists, or advertising literature, or any samples provided to Buyer by Baumüller are not guaranteed to be accurate and are intended merely to represent a general description or depiction of the Products and shall not form part of any agreement between the Baumüller and the Buyer, unless specified in writing. Any deviations shall be admissible in accordance with DIN [German Industrial Standards], RAL [Committee for Delivery Terms and Quality Assurance in the German Standards Committee], RL/VDI VDE [Directives of the Association of German Engineers, Federation of German Electrical Engineers] or similar provisions valid and effective at the time of the offer. Any deviations, in particular due to technically necessary modifications, shall remain explicitly reserved.
(c) Any information provided in connection with the offer shall be treated as confidential and must not be made available to any third parties without the prior express written consent by Baumüller in particular in the course of any legal dispute.

3. Prices

Shipments will be packed and (transport) insured exclusively on instruction from and at the expense of the Buyer. Packaging materials shall be returned promptly on request, freight and charges paid. Where a delivery period of more than 4 months has been agreed, Baumüller shall be entitled to pass on to the Buyer any increase in costs that may have occurred (materials, manufacture, assembly, personnel, shipment and the like). In such case, the prices fixed by Baumüller on the date of delivery shall be deemed to be agreed upon. In all cases in which, for instance, the material/design/workmanship experience changes because the documents/samples provided by the Buyer were not in conformity with the actual circumstances/were incomplete, Baumüller may reasonably change the prices even after formation of the contract in accordance with the costs incurred.

4. Extent of Delivery and Delivery Time

(a) Quantity and Quality of the goods and services shall be determined solely by the order confirmed in writing.
(b) (Minor) technical changes/improvements shall be permitted until dispatch of the consignment. In particular such technical changes shall be permissible which could not be foreseen at the time of formation of the contract or which could not be avoided and improve the product or the services agreed. The delivery times shall not be of the essence but Baumüller will undertake all reasonable efforts to keep the agreed date and time of delivery. This is conditional upon that all commercial/technical issues have been clarified between the parties and that the Buyer has performed all its obligations, namely but not restricted to procurement of the necessary certificates/authorizations, making an advanced payment as agreed, and timely contribution of materials; where this is not the case, the delivery time shall be reasonably extended.
(c) If Baumüllers delivery is dependent on the performance/products of third parties in particular for the delivery of parts compliance with the terms of delivery shall be subject conditional on the correct/timely delivery of such performance/products.
(d) The term of delivery shall be deemed complied with if the product has either left Baumüller's works or Baumüller has notified the Buyer that the product is ready for shipping. Where the Buyer has to inspect and accept the product the time of acceptance shall be the time of delivery unless the Buyer rightfully refuses the acceptance, and if the Buyer waives the right to inspect and accept the declaration of Baumüller to be ready for acceptance alternatively. If shipping and/or acceptance/acceptance of delivery of the product to be delivered are delayed for reasons for which the Buyer is responsible, the Buyer shall bear the costs incidental to the delay accruing one month after Baumüller has notified the buyer that the product is ready for shipping and/or inspection and acceptance.
(e) 1. In the event that any circumstance beyond the control of the parties hereto (“Force Majeure”) and in particular without prejudice to the foregoing, acts of God or the public enemy, fire, explosion, earthquake, lightning, storm, hurricane, failure of public services, perils of the sea, flood, drought, war, riots, sabotage, accident, embargo, government priority, shortage or failure of supply of materials or equipment from normal sources for manufacture of the Products, labour disputes, or strikes, in consequence of which Baumüller is prevented, impeded, or suffers interference with the Delivery of, or the Buyer is prevented, impeded, or suffers interference with the acceptance of the Products, then neither Baumüller nor Buyer shall have any claim against the other for any direct or indirect or consequential loss, injury, or damage, which shall include, but not be limited to, any loss of trade or profit, which may be caused or sustained by either party or any third party. However, the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating such cause has delayed or prevented its performance hereunder and thereafter such affected party shall take all actions within its power to comply with the terms of any contract and these Terms as fully and promptly as possible.
(e) 2. If either party is unable to perform its respective obligations under this Agreement for a continuous period of sixty (60) days by reason of Force Majeure then both parties, in utmost good faith, shall enter into discussions with a view to agreeing on such adjustments as may be mutually acceptable to continue the operation of any contract and these Terms. If the parties cannot mutually agree on the continuation of any contract and these Terms, either party may terminate any contract or agreement between the parties. Termination will be without prejudice to the rights and obligations accrued to the date of termination.
(f) If Baumüller is unable to deliver the Products on the agreed delivery date, through no fault of Buyer, Buyer may, after giving Baumüller sixty (60) days notice by fax or e-mail, cancel the Contract. Buyer shall have no right to claim damages due to Baumüller’s late or lack of Delivery.
(g) If the Buyer can be reasonably expected to accept part delivery/performance the Buyer shall accept such part delivery/performance and shall be invoiced pro rata.

5. Risk of Loss/Damage, Acceptance

The risk of loss/damage shall shift to the Buyer as soon as the product left Baumüller's works regardless of any shipping delay and if the Buyer has to accept the Product the time the risk of loss shifts is the time of acceptance. Baumüller's notification that the product is ready shall constitute the acceptance.

6. Retention of Title

(a) All objects delivered or to be delivered shall remain the property of Baumüller ("Retained Goods") until full and final payment of the purchase price and any other outstanding claims arising from the ongoing business relationship.
(b) Notwithstanding the aforesaid the Buyer shall be entitled to process and/or resell the goods in the ordinary course of business as long as it does not default on the fulfillment of its payment obligations to Baumüller or suspends its payments. In particular the following shall apply:
aa) Incorporation or manufacturing of the reserved goods and thus creating a new product ("New Product") shall constitute co-ownership in the New Product or if this fails shall create a legal charge for Baumüller over the New Products to the extent of the value of the Retained Goods.
bb) The Buyer hereby assigns to Baumüller all claims arising from the resale of either the Retained Goods or the New Products up to the amount of the outstanding claims between Buyer and Baumüller. The Buyer is under a strict obligation to reveal and inform Baumüller of any other factoring or assignment of the claims for subsales.
cc) Baumüller hereby expressly accepts the aforementioned assignments.
dd) The Buyer shall be authorized to resell the reserved goods only if it likewise reserves the title to the reserved goods until payment has been made in full of its claim arising from such resale.
ee) Until revoked by Baumüller, the Buyer shall be authorized to collect the claims assigned to Baumüller. Such authority shall automatically expire in case of default in payment or suspension of payment on the part of the Buyer. In this event, Baumüller shall be authorized by the Buyer to inform the Buyer's customers of the assignment and to collect the accounts receivable itself.
The Buyer is under an obligation to lay separate accounts for the proceeds received in connection with the Retained Goods and to provide Baumüller, on request, with an itemized statement of the claims due to the Buyer, including the names and addresses of the customers, the amounts of the individual accounts receivable, invoice dates, etc., and to give to Baumüller all information and documents required for the calculation and verification of the claims assigned.
ff) Any and all amounts that are received by the Buyer from assigned claims shall be kept separately by the Buyer on Baumüller's behalf until transfer to Baumüller. They shall be treated as property of Baumüller.
gg) Any other pledging/transfers of ownership as security of the reserved goods, or assignments for security purposes of the claims assigned shall not be permissible. Baumüller shall be immediately notified of any attachments/other measures of execution by third parties, indicating the attaching creditor.
(c) In case the value of the securities to which Baumüller is entitled exceeds the total accounts receivable from the Buyer by more than 20%, Baumüller will automatically waive the securities exceeding this amount.
(d) The Buyer shall store the Retained Goods for Baumüller free of charge. The Buyer will insure them reasonably against usual/business-specific risks such as fire, theft and water or the like. The Buyer hereby assigns to Baumüller its claims for compensation to which it is entitled arising from losses of this kind against insurance companies or other third parties liable for damages, in the amount of Baumüller's claim. Baumüller hereby accepts the assignment.
(e) A petition for institution of insolvency proceedings shall entitle Baumüller to rescind the contract and request immediate return of the object delivered.

7. Liability for Defects as to Quality

With regard to defects as to quality of and defects in title in the goods delivered, Baumüller warrants as follows, subject to clauses 8, 9:
(a) In case of defects as to quality, Baumüller shall free of charge at its own discretion either remedy the defect or redeliver all those parts of the goods/repeat all those parts of the services provided which show a defect as to quality within the limitation period, provided that such defect already existed at the time when the risk shifted.
(b) Baumüller shall always first be given the opportunity to remedy any defect and replace goods and services as Baumüller considers necessary in its own discretion but in coordination with the Buyer; if Baumüller is not given this opportunity Baumüller shall be released from liability and the consequences arising therefrom. Only in urgent circumstances, e.g. when operating safety is in jeopardy or in order to avert excessively great damage, about which Baumüller shall be notified immediately, the Buyer shall have the right to remedy the defect itself or have it remedied by third parties, and to claim from Baumüller compensation for the necessary expenses. After Baumüller attempted twice unsuccessfully to rectify the defects the rectification of the defects shall be deemed to have failed. This shall not apply for complex engines/motors/controls/systems. In such case, Baumüller shall be entitled to attempt at least further two times to rectify. Thereafter the Buyer, notwithstanding any other claims for compensation, may rescind the contract if Baumüller does not rectify the defects or replaces the product within the timeframe set by the Buyer. Only in case of only an insignificant defect, the Buyer shall be merely entitled to claim a reduction of the purchase price. Otherwise a claim to reduce the purchase price shall be excluded. After the passing of the risk all claims for defects shall be excluded if they are based on damage or loss as a result of incorrect or negligent handling, excessive strain, use of unsuitable operating equipment, defective or insufficient construction work, unsuitable construction ground, improper maintenance, chemical, electrochemical or electrical influences, due to an unsuitable place of installation, lack of stability or inappropriate safety in the power supply, and due to influences of nature and the weather or resulting from other external influences not foreseen under the contract, as well as in the case of non-reproducible software defects. If the Buyer or a third party makes any improper alterations and/or remedies of defects and/or other repair work, no claims shall exist in relation to the consequences resulting therefrom. The same shall apply to any changes of or amendments to the object delivered that have been made without Baumüller's prior approval.
(c) The Buyer's rights relating to defects shall not exist unless Baumüller expressly assumes responsibility for the compatibility of the supplies with third party products, and in the case of malfunctions/failure caused by any defects, of whatever nature, of the third party products not supplied by Baumüller, or the lack of compatibility thereof with the objects delivered.
(d) The costs arising from the remedy of defects/replacement shall be borne by Baumüller, including shipment and necessary expenses for dismantling and reinstallation. The Buyer shall not claim any expenses in connection with the redelivery of the Product so far as the Product had to be redelivered to a place other than the place of business of the Buyer.
(e) In the absence of a defect, all reasonable costs for subsequent improvement/correction/replacement shall be borne by the Buyer.
(f) Any warranty is excluded for used/secondhand Products unless Baumüller has acted gross negligently or intentionally.
(g) Any other claims for damages/expenses or any further claims against Baumüller by the Buyer on the ground of a defect as to quality shall be excluded, unless otherwise provided for in these General Terms and Conditions.

8. Defect in Title/Intellectual Property Rights/Copyrights

Unless otherwise expressly agreed, Baumüller shall be under an obligation to deliver unencumbered of third party intellectual property rights/copyrights other than in the country of the place of delivery. To the extent that a third party claims rightfully from the Buyer on the basis of an infringement of property rights caused by Baumüller's products as long as these are used for their contractual purpose, Baumüller shall be liable as follows:
(a) Baumüller shall, at its option and expense, either obtain a right to use the Products/services provided and/or change them in such way that the property right is not infringed, or exchange Product/services provided. If Baumüller is not in a position to do so on reasonable terms, the Buyer shall be entitled to rescission of the contract or reduction of the purchase price, as provided for by law.
(b) Baumüller's liability for damages shall be exclusively governed by clauses 8/9. Such obligation shall be conditional on the Buyer notifying Baumüller immediately in writing of any third party claims and the Buyer shall not acknowledge any infringement and any action taken because of such third party rights shall be taken exclusively by Baumüller. If the Buyer discontinues the use of the Product in order to mitigate the damage or for other good cause, the Buyer shall notify the third party that such discontinuance of use does not constitute an acknowledgment of an infringement. Baumüller shall be informed immediately.
(c) The Buyer shall be excluded to claim under this Section 8 as far as the Buyer is responsible for the property right infringement as far as the property right infringement is caused by the Buyer's particular specifications requests, by an application that could not be foreseen by Baumüller, or because the Buyer altered the Products or the Products are used together with products not supplied by Baumüller.
(d) In the case of intellectual property right infringements/other defects in title the Buyer shall have the aforementioned rights and the provisions of clauses 7, 8 shall apply supplementary.
(e) The Buyer shall have no further claims for damages/compensation for expenses/claims other than those provided for in this clause.

9. Liability (Damages/Compensation for Expenses)

(a) The provisions of clauses 7, 8 shall apply to the exclusion of any further claims, if the Product is not fit for its contractual use due to Baumüller's total failure to execute or defective execution of the Buyer's suggestions/consultations prior or subsequent to the conclusion of the contract, or due to a breach of other duties under the contract, in particular missing/incomplete/wrong instructions for operation/maintenance of the Product.
Baumüller shall not be liable for any further damage or consequential loss caused to anything but the Product itself, nor for any claims for damages/claims for compensation of expenses, on the basis of whatever legal ground. This shall not apply if the Buyer's claim is based on
aa) loss of life, bodily injury or health injury;
bb) intent or gross negligence by the owner/executives or officers;
cc) a culpable breach of material contractual obligations (cardinal duties) by employees who are not executives or officers;
dd) defects either fraudulent concealed or the absence of which has been warranted;
ee) defects of the Product for which Baumüller assumes compulsory liability.
In case of a negligent (as opposed to gross negligent or intentional) breach of a material contractual obligation (cardinal duty), the claim for damages against Baumüller shall be limited to liquidated damages for a loss which typically arises and would be foreseen. These damages shall be limited to the contract value.
(b) In case of a breach of duty which is not a defect of the Product, the Buyer may rescind the contract only if Baumüller or its legal representatives or vicarious agents are responsible for the breach of duty and the statutory requirements for rescission are satisfied. Any claim for damages shall be excluded.
(c) In view of the fact that liability for indirect damages and consequential loss is excluded, the Buyer shall obtain a product/manufacturer's/third party liability insurance appropriately covering the economic risks, and has to provide written proof thereof to Baumüller.

10. Time Limitations

The Buyer's claims against Baumüller, in particular based on defects, shall be time-barred after 12 months from delivery or from notification that the Product is ready for shipping and/or for inspection and acceptance and/or from the Buyer's default in taking delivery. This shall not apply if Baumüller or any of its representatives is responsible for the defect.

11. Notices of Defects

(a) The Buyer shall examine the Product and services provided immediately upon delivery and shall give notice of any apparent defects without delay, but at the latest 14 days from receipt of the delivery. If the Buyer fails to notify a defect in writing within this period of time, the Product/services provided shall be deemed to be accepted as free of defect. Any non-obvious defects must be notified in writing upon discovery without delay, but at the latest 14 days from discovery. If the Buyer fails to notify the defect discovered in writing within this period of time, the Product/services provided shall be deemed to be accepted as free of defect.
(b) The Buyer shall allow Baumüller a reasonable examination of any notified defects and shall, without separate request, make available to Baumüller, free of charge, all necessary technical information, in particular all test/process/load protocols and test reports. If the Buyer fails to do so, any defects of the objects delivered shall be deemed as not notified and the objects delivered shall be deemed to be accepted as free of defect. If the Buyer alters the Product in whatever way, which has not previously been approved by Baumüller, or if the Buyer performs any repair work without Baumüller's prior approval, the Buyer shall lose its claims based on defects.

12. Payments

(a) Invoices shall be payable without any deduction as agreed or at the latest within 30 days from the receipt of the invoice. Invoices for repair and testing work shall be payable immediately.
(b) In case of delayed payment, in particular in case of the Buyer's default in payment, interest shall be due at 8% above the Barclays Bank base interest rate. The interest on default in payment shall be due immediately. Baumüller is entitled to claim any further damages occurred.
(c) The Buyer shall be entitled only to set off its payment obligations against such claims which are uncontested or have been determined by a Court.
(d) In case of the Buyer's default with a payment, all accounts receivable by Baumüller from the Buyer shall become due immediately.
(e) Baumüller shall be entitled to apply any payments made by the Buyer against such outstanding debts of the Buyer as Baumüller may think fit.

13. Property Rights/Copyrights/Use of Software

(a) Where the Products include software, the Buyer is granted a non-exclusive right to install and to use the same ("Right of Use"), including the documentation thereof, on the Product delivered and any associated technical equipment.
(b) The Right of Use shall be limited to the period during the Buyer is in possession, as authorized under the contract, of the Product. The Rights of Use shall automatically lapse upon termination of the use. The Rights of Use shall be limited to the Product, technical apparatus, operating systems on which they are used according to the contract/specification. The Buyer shall be permitted to assign the Rights of Use only in case of the sale of the Product. The Right of Use has to be assign with the restrictions imposed by the contract or these Terms. The Buyer's own rights of use will then have ceased to exist.
(c) The Buyer may duplicate, revise or translate the software or convert the software from the object language into the source code only to the extent that this is permitted by law. The Buyer undertakes not to remove any manufacturer's specifications, in particular copyright notes, nor to change the same without Baumüller's prior explicit approval. The Buyer is not permitted to extend the license for location/systems employed/workstations/machines/types of machines, nor to grant rights of use of whatever kind or sublicenses. An extension of the license will be permitted by Baumüller exclusively in return for a separate remuneration to be agreed in writing.
(d) In case of violation of these provisions by the Buyer or a successor in law, Baumüller may demand payment of a lump sum contractual penalty for each individual breach and the Buyer shall not be entitled to plea that one breach is already assumed by an earlier breach and Baumüller shall notwithstanding this contractual lump sum damage prove and claim any higher damage. Such penalty shall amount to at least € 5,000.00 for each individual case, unless the benefit arising from the use/loss of license fee can be proven to be higher or lower.

14. Applicable Law/Place of Performance and Jurisdiction

(a) This contract and all issues incidental to it shall be governed by the laws of the United Kingdom. An application of the provisions of the United Nations Sales Convention (CISG) is hereby expressly excluded by the parties.
(b) Baumüller's current principal place of business shall be agreed to be the place of delivery and the place of payment. In case of any litigation arising from or in connection with the performance of this contract, or from or in connection with payments made by cheques/bills of exchange, the courts at the principal place of business of Baumüller shall have exclusive jurisdiction. Notwithstanding the foregoing, Baumüller shall be entitled to choose the Buyer's principal place of business.

15. Miscellaneous

Any further conditions and amendments and supplements to this contract shall be in writing. The parties have not entered into any further oral statements. Any oral statement shall become effective only when in written form. The requirement of written form shall also apply to the cancellation of this provision. If the Buyer wishes the Product to bear any specific properties or features and these are of particular importance to the Buyer, the Buyer shall inform Baumüller in writing. If the Buyer failed to inform Baumüller this shall not constitute a defect within the meaning of these Terms if such properties and features of the Product can not be expected under normal circumstances.

In the event that the contract also/only involves repairs, the following shall apply supplementary:

16. Lien in case of Repairs/Reservation of Title

(a) A binding estimate of costs may be requested prior to the repair. Where no repair contract is then entered into, the expenses incurred in connection with preparing the cost estimate shall be borne by party that requested the repair ("Buyer"). If in the course of the repair the remuneration specified in the cost estimate is exceeded by more than 20%, the approval thereof by both parties shall be obtained. Any services already provided shall be paid for.
(b) In the case of repairs, Baumüller shall be entitled to a right of retention based on its claims arising out of the repair order, as well as to a contractual lien on the products of which it has obtained possession owing to the repair order.
(c) If, within 6 weeks from completion of the repair and notification thereof, any products handed over are not collected or, where such products have been shipped, are not accepted but returned, Baumüller shall not assume any liability whatsoever for any loss or damage, of whatever nature which occurs to the product; this shall not apply in the case of intent or gross negligence. Upon expiration of such 6 weeks' term, Baumüller shall lay accounts about the amount owed and then shall be entitled, subsequent to a prior written warning, to sell the product in the open market one month after the warning. The requirement of the written warning shall be waived if the whereabouts of the customer is unknown.

In the event that installations, assembly and acceptance are also agreed, the following shall apply supplementary:

17. Installation and Assembly

(a) Products shall be inspected in the works of Baumüller. The cost of such inspection shall be borne by the Buyer. If the Buyer fails to inspect the Product, the Product shall be deemed accepted as contractually agreed at the time of Baumüller's works.
(b) The Buyer shall be under an obligation to accept deliveries by Baumüller immediately upon being notified that the Product is ready for inspection and acceptance. Any nonmaterial defects shall not constitute a ground for refusal of acceptance. If acceptance is refused on the ground of any non-material defects, the Buyer's failure to accept the completed Product within a reasonable time-limit specified by Baumüller shall constitute an acceptance after the expiration of the time specified by Baumüller. 7 days after Baumüller has notified the Buyer that the Product is ready for acceptance or 7 days after the Product/services have been received the Buyer shall declare in writing, that and why acceptance is refused and shall give detailed and verifiable reasons therefor; if the Buyer fails to do so this shall constitute acceptance.
(c) The Product/services shall furthermore be deemed to be accepted as soon as the Product is used/put into operation by the Buyer itself or by a third party on instruction from the Buyer to an extent exceeding the functional test necessary for acceptance.
(d) Baumüller and the Buyer shall name two representatives to participate in the inspection. The result of the functional test/acceptance shall be stated in a protocol signed by both parties, taking into consideration the technical specification.
(e) The Buyer shall take over, arrange for and provide in time and at its own expense:
any and all construction and other supplementary work which does normally not constitute part of the industry Baumüller belongs to, including the specialists and assistants, building materials and tooling required therefor, as well as the requisite tools, materials and supplies necessary for assembly and initial operation, such as scaffolds, cranes, elevators and hoisting devices and other devices and apparatus, fuels and lubricants as well as power and water at the place where needed, including the supply points, heating and lighting and, at the place of assembly, suitable and dry rooms of sufficient size which can be locked for the storage of machine parts, apparatus and equipment, materials, tools and the like, and appropriate working and recreation rooms for the fitting staff, including sanitary facilities which are adequate under the circumstances; otherwise, the Buyer shall take those measures on the construction site for the protection of Baumüller's and the fitting staff's property and possessions which it would usually take to protect its own property and possessions, as well as safety clothing, and protective devices which are required as a result of the assembly and are in compliance with the regulations for the prevention of accidents.
(f) Prior to commencement of assembly and fitting, the Buyer shall without Baumüller's notice, provide the necessary data and particulars about the location of hidden power cables, gas conduits, water pipes and similar facilities, as well as the required structural and statics data.
(g) Prior to commencement of installation or assembly, the contributions and objects required for work to be started must be located at the site of installation/assembly and all preparatory work prior to the beginning of erection or mounting must have progressed so far that installation or assembly can be started as agreed and performed without interruption. All access roads/driveways and the place of installation or assembly must have been made level and cleared.
(h) In case of a delay in the installation, assembly or initial operation caused by circumstances for which Baumüller is not responsible, the Buyer shall bear the costs resulting from the waiting times and any necessary additional travel expenses incurred by the assembly staff. The Buyer shall without delay issue a certificate to Baumüller/its fitting staff relating to the hours of work of the fitting staff and termination of the installation, assembly or initial operation, and such certification shall be handed over to Baumüller.
(i) Baumüller shall not be liable for such work performed by the installation staff which is not direc-tly associated with the delivery and the installation/assembly/acceptance. No trial or test run will be carried out with any plants/systems/machines/components other than the one supplied by Baumüller.