Installation and Service Conditions & Terms
I. Obligations regarding installation and service terms and conditions
1. The undertaking of all types of installations and the deployment of technicians as well as any type of service (called services in the following) rendered, will be based on the existing conditions and terms, which will be accepted as valid upon the placement and confirmation of the order and these are therefore binding for both the contractor and the customer. Provided that these "Installation and Service Conditions and Terms" do not contain any special regulations then WPIB’s "General Delivery and Service Conditions and Terms" also apply to the installation and repair work as well as the supply of spare parts. Written approval must be obtained from the contractor before any alternative agreements made to any of the specific points become valid.
2. If a place of performance outside of Germany has been agreed upon then the liability of both contractual partners with regard to the working and environmental precautions will be in accordance with any regulations stipulated in the separate contractual agreements (sales contract) and the valid German regulations will always apply in cases of doubt. The customer is responsible for implementing and abiding by the legal or special regulations applicable at a place of performance outside Germany.
3. The installation schedule listed in the confirmation should be taken as an approximation and a binding installation date will be agreed upon beforehand. Liability for damages arising from a delayed installation is excluded in all cases.
II. Extent of the work
1. The work that will be undertaken by the WPIB service technicians / technologists / engineers / specialists covers the installation of the equipment package listed in the confirmation of order, the testing of the plant functionality if possible and, if contractually agreed to, the instructing and training of the operating personnel designated by the customer. English or German can be chosen as the language to be used during the training. Any other languages must be contractually agreed upon beforehand.
2. Any agreements made between WPIB personnel and the customer that differ from this package will only be valid if written approval is obtained from the contractor. Accessory or spare part orders placed by the service personnel will only be accepted if written confirmation is provided by the customer.
3. The scope of the repair and service work that will be carried out by our service technicians will be determined as specified in the written contract.
4. If it transpires at the start of the repair / service work that important and extensive repairs are necessary, then this will be presumed to have been approved by the customer unless he immediately objects to the extended service and contractual work after the necessity of this work has been pointed out to him by WPIB’s service technicians. WPIB will also confirm the contractual extension whenever necessary.
5. The service technicians deployed by us are not authorised to undertake installation, service or repair work on other equipment that was not supplied by us, even if it is an important integral part of the complete plant, without obtaining prior written approval from us. Schedule delays or additional expenses incurred by breakdowns, damage or malfunctions of components or plant modules provided by other suppliers that occur during the undertaking of the installation or service work will be charged to the customer.
III. Contractor’s obligations
01. The contractor is obliged to carefully select the installation and service personnel and to ensure that they are instructed correctly. The contractor is solely responsible for the number of personnel and the composition of the installation / service team that will be sent out.
02. The contractor is obliged to abide by the contractually agreed schedule and projected costs, to promptly announce any changes and to assist in the efficient elimination of any problems that arise.
IV. Customer’s obligations
1. The customer must assume responsibility for abiding by the valid accident prevention regulations and he must also implement any special measures needed to protect the personnel and the equipment at the installation site at his own cost. He must also instruct the installation and service personnel about any existing special safety regulations and any areas where special dangerous situations might arise, provided that they are relevant to the installation and service personnel. He must inform the contractor immediately about any infringements of these safety regulations made by his team of installation and service personnel. Severe infringements might result in the offender being refused, in agreement with the contractor, access to the installation site.
2. The customer is obliged to support WPIB in the preparation and implementation of the installation. In particular, he must assume responsibility for preparing and setting up the installation site at his cost and free-of-charge to WPIB, unless other specific contractual agreements have been made, as detailed and with the services described as follows. All of the preparation work must be carried out in compliance with the details stipulated in the WPIB project drawing or the details stipulated in the foundation and installation diagram. Our WPIB project drawing lists all of the relevant dimensions and sizes of the equipment that will be delivered. It is a binding order and contractual document. It must be checked through and signed by both the customer and WPIB prior to starting work. Both sides will receive a signed copy of the document.
All of the services listed below are to be implemented / undertaken solely by the customer:
Preparation of site / services to be undertaken by the customer:
2.1 All of the construction work, all of the building preparations such as earthworks, the building of foundations and walls, openings in walls, ducts, shafts, supported and suspended constructions, catwalks, stairways and guardrails that are either required for the duration of the installation or as permanent parts of the plant. All of the building work that might have to be undertaken in order to complete the installation, such as fireproofing and sealing the openings in the walls for the services, etc. must also be authorised and implemented by the customer. In particular, all measures and checks for the preventative protection against fire, for planning the escape routes and for the approval of the plant by the authorities before, during or after the installation, constitute part of the customer’s obligations, for which he must assume the costs.
2.2 The access route to the plant installation site / installation site on the customer’s premises, both inside and outside the building must be completed so that it is adequately secured and sustainable. It must concur with the agreed type of delivery and transfer site (e.g. adequate HGV manoeuvring space). It must be kept free for the duration of the unloading and transfer period (approx. 6 – 10 hours) on each of the delivery days. If necessary, the customer must arrange for, be present at and make limited transport related changes to the routing of public traffic as part of the delivery process. If it becomes necessary to use temporary storage facilities for the delivery at the customer’s property, then the customer must assume responsibility for correct storage, securing and insuring the delivered equipment.
2.3 The customer must provide all of the lifting equipment, forklift trucks and cranes for the transfer method chosen for use by the customer and for transporting the delivered equipment both inside and outside the hall as well as for any possible use later on during the installation.
2.4 The load bearing capability of both the plant installation site and the transport route from the delivery point to the installation site must be capable of bearing the loads and forklift trucks. This applies in particular to building floors and tiled floors that will have to be crossed (the load bearing and the evenness ratings can be found in the WPIB project drawing). The delivery point inside the building that was agreed to in advance by the contractual parties must be freely accessible for the duration of the delivery process without any exceptions and it must comply with the previously agreed geometric dimensions.
2.5 All of the necessary supply lines, disposal lines, temporary auxiliary devices (site power supply, gas bottles, inert gas bottles, compressed air compressor, auxiliary pumps, etc.) needed for the installation and the operation of the complete plant or plant modules (i.e. oven, kitchen system, bread-making plant, roll making plant, laminating plant, dough making system, central thermo-oil or steam boiler plant, freezer plant, central cooling system with refrigerators, conveyor plant and separate maintenance or control cabinet room) must be installed or provided by the customer. This applies in particular to ensuring that the power supply lines, site power supply and site power supply lines, compressed air as stipulated in the specifications, permanent or temporary supply lines for water (hot, cold, glycol), drainage water lines, steam and thermo-oil, chimneys for oven vapour, exhaust gas and vapour extractors, supply air and fuel supply lines including all fittings and burner safety devices (installed on the oven or in a central heating room), coolant lines between the external refrigerators and plant, cold air lines for atmospheric product cooling systems as well as baking dishes and lid coolers laid up to the transfer points as defined in the WPIB project drawing or for temporary lines going to the positions discussed with our WPIB installation manager are all adequately secured.
2.6 If necessary, any interfering work / construction work being undertaken by the customer at the installation site or in the immediate vicinity of the installation site must be stopped for the duration of the installation. If it is necessary to run other producing plants in the immediate vicinity of the installation site simultaneously with the installation, then the customer must ensure that the ongoing food production processes are effectively and hygienically separated from the installation area. This applies in particular if it becomes necessary to dismantle old plants containing harmful substances. A separate contractual regulation covering the disposal of health endangering substances (e.g. asbestos) must be drawn up in each case. In the case of it being unclear as to whether the old plant that has to be dismantled or moved elsewhere contains harmful substances or the wrong details were provided about the harmful substances contained in it then the customer must accept liability for any resulting damage / health problems, additional expenditure and postponements.
2.7 The customer must ensure that the installation site is freely accessible and always kept clean and tidy for deliveries and transfers. The customer is ultimately responsible for ensuring that the installation conditions are maintained correctly for the duration of the installation. The installation site must be kept dry and free from drafts or other climatic conditions. All doors, windows, roof and building walls in the vicinity of the installation site must be kept closed or locked. The workplace lighting in the installation area must be permanently kept at a minimum of 300 (500) Lux and the room temperature in the installation area must be kept between a minimum of 12°C and a maximum of 35°C and the floor temperature must not be less than 8°C so that components can be glued onto it (e.g. pathways).
2.8 The customer is responsible for providing the relevant containers and storage tanks for the environmentally correct daily disposal of packing materials (wood, plastics, cardboard), working materials (oil, fat, coolant, glycol, inks, varnish), metal pieces (ferrous and non-ferrous metals), electrical and electronic scrap as well as residual waste arising from cleaning the installations site.
2.9 Adequate moving space must always be maintained alongside the plant (approx. 2.5 m to the left and right) at the installation site for transporting, temporary storage and installing the plant parts.
2.10 The customer must provide adequate social areas in compliance with European standard common areas, i.e. sanitary buildings (WC, showers), lockable changing rooms, conveniently situated first-aid equipment (not more than 5 minutes away) for the installation and service personnel.
2.11 The customer must organise emergency treatment at the accident site and if necessary, arrange for hospitalisation in a hospital that meets European standards in the case of WPIB installation / service personnel suffering an accident or acute illness.
2.12 The customer must also provide thief-proof storage facilities for tools, installation materials, small parts and auxiliary materials, approx. size being 3 x 4 m, a lockable assembly room just a short distance away from the installation site that alternatively could also be replaced as a suitable site for a WPIB tool container.
2.13 If the customer provides helpers or qualified personnel in accordance with the agreements stipulated in the contract to help the installation personnel then the customer’s personnel must be equipped with the necessary tools and industrial protective clothing (working overalls, industrial safety gloves, safety goggles, etc.). The personnel provided by the customer will be bound to comply with the instructions issued by the WPIB installation manager. The language that will be used at the installation site will be English or German, but the customer can use an interpreter in special cases if prior agreement is made with the WPIB installation manager. The WPIB installation manager has the right to refuse to accept unsuitable auxiliary personnel. WPIB does not assume any other obligations for the helpers and technical safety training, accident prevention and the compulsory insurance coverage remain obligations that must be assumed by the customer. Non-fulfilment of the contractual agreements with regard to provision of helpers, unsuitable personnel or numbers, skills and the time period that the helpers are provided for might well involve additional installation costs and schedule postponements and these costs will be charged to the customer.
2.14 If the customer provides free accommodation for the WPIB installation / service personnel, then it must be guaranteed to meet West European hotel standards (single room with shower and WC) as agreed. If the customer does not fulfil his contractual obligations in this matter, then WPIB will charge any additional costs incurred to the customer if it becomes necessary to change the accommodation.
2.15 The customer must provide transport for the WPIB personnel for the daily travelling between the accommodation and the installation site as well as transport to and from the place of arrival (airport, railway station, etc.). In particular, the customer must provide suitable transport between the accommodation and the installation site in the case where there is a lack of regional infrastructure.
2.16 WPIB will undertake the technical commissioning immediately after the installation / service work has been completed. The customer is committed at this point in time to having all of the required media needed for the technical commissioning available for the duration of the commissioning (electrical power, gas, oil, water, steam, coolant and cooling air) in compliance with the specifications and in the volumes necessary for running the plant. Any additional costs that arise as a result of delays or the technical commissioning being interrupted will be charged to the customer.
2.17 The technological commissioning (running the plant with product) will be undertaken upon the completion of the technical commissioning or at another contractually agreed point in time. The customer is also responsible for providing the number of personnel necessary to run the plant and the required materials (raw materials) in sufficient quantities for the contractually agreed test period in addition to the conditions stipulated in Section IV.2.15. The technological commissioning will be undertaken using the contractually agreed acceptance products, the agreed production quantities and within the agreed production periods. Refer to Section IX for the specific details.
2.18 WPIB strongly recommends that the training of the operating personnel / technical personnel is undertaken in conjunction with the technical / technological commissioning. The training must be agreed upon and listed as an item in the sales contract and it will be undertaken by WPIB technicians / technologists together with skill testing upon completion. The contractor must provide a sufficient number of personnel capable of being trained. The language that will be used during the training will be English or German and if necessary, other training languages can be contractually agreed upon.
3. If danger to life, limb or health for the personnel involved arises during the implementation of the installation or service work, then the customer is entitled to postpone the undertaking of the work until more favourable conditions prevail. Travel warnings issued by the EU or its member states can result in the work being postponed in the relevant countries.
4. If the customer is unable to fulfill his existing obligations or those stipulated in the contract, then the contractor is entitled to, but not obliged to, fulfill the tasks at the customer’s site and at the customer’s cost after having previously requested the customer to fulfill the obligatory tasks. Any additional costs or schedule postponements arising from unfulfilled contractual obligations or the non-completion of the obligations listed in the existing installation and service conditions will be charged to the customer.
V. Working time
1. All of the details covering the duration of the installation are approximate and tentative as the duration of the installation work basically depends on the local conditions. The agreed weekly working time for our service personnel is presently 40 hours, which covers 8 hours a day, Monday to Friday.
2. Our service personnel are not obliged to work overtime or to work on Saturdays, Sundays or public holidays. Nevertheless, you can obtain our approval, if you consider it necessary, to offer the opportunity to work outside of normal working hours. In this case the customer is obliged to take all possible measures that are necessary to extend the working time and to obtain all of the necessary legal authorisations.
3. The travelling time, including preparing the outward and return journeys, will be listed separately in the invoice. Any additional travel expenses / fares, etc., that arise will be charged to the customer. This extends to installations abroad that last a long time and our installation personnel are entitled to return home once every four weeks and this will be charged to the customer in the same way as any other travel expense.
4. If our installation / service personnel cannot start the installation / service work immediately after arrival or if the installation / service work has to be interrupted for a period anticipated to be longer than 8 working hours / 5 working days, then the contractor is entitled to withdraw his installation / service personnel and to agree upon a new date. This does not apply if the delay or postponement can be traced back to being the contractor’s fault.
VI. Invoicing rates
1. The installation / service work will be invoiced according to the time and material expenditure at the respective applicable WPIB service tariffs, unless a specific fee has been agreed upon beforehand. The agreed sum does not include VAT.
2. The WPIB service tariff is listed in detail in the quote and the contract documents.
3. If a specific fee has been agreed upon for undertaking the installation / service work, then this fee only covers non-interrupted installation / service work. If the installation / service work has to be delayed or interrupted for reasons for which the contractor cannot be held responsible, then the customer must assume all of the costs arising from this action.
VII. Fares and travel costs
These as well as all incidental expenses that arise will be invoiced as itemised items as follows:
- Train, car, flight costs invoiced at cost.
- Travel expenses and fares, arising from interrupted journeys that we cannot be held responsible for will be charged to the customer.
- The travel costs for additional statutory weekends or trips to return to the family home will also be charged to the customer.
- In addition to this, the customer will be invoiced for all necessary incidental travel costs (passport and visa fees, luggage and tool charges, customs clearance, tropical medical check-ups, vaccination fees, etc.) as well as expenditure arising in conjunction with the service (such as business communication charges and local trips including the hire of a car).
VIII. Installation / service work invoicing
1. Provision of the necessary hand tools is included in the installation costs, but the materials needed to undertake the installation or repair work are not included in the installation costs.
2. The contractor is entitled to increase the installation / service work costs if the wages, allowances or other costs are increased under new employer / union agreements. Travel costs, installation and transport costs for tools will be invoiced separately.
3. The customer must assume the tool transportation risk as well as accepting liability for any installation tools that are lost or damaged at the installation site unless the contractor caused the loss or the damage.
4. If a set fee has not been agreed upon then the installation / service certificate, which records the work that was carried out and the times involved, must be submitted weekly by the contractor’s installation / service personnel or other authorised personnel for mandatory confirmation. The invoice will be based on this installation / service certificate.
5. Work preparation and acquisition costs will be charged as incurred, however a minimum of 1 hour will be invoiced at the normal hourly rate for each job.
6. The consumed materials will be invoiced in accordance with the applicable price list.
7. WPIB will determine both the number of personnel that are required as well as the method of transportation to be used.
1. If the acceptance of the service has been agreed to in the contract, then the customer is obliged to accept the installation or service, as soon as it can be shown to him that the work has been completed. Proving that the work has been completed is the job of the contractor’s site / service manager.
2. Acceptance must be completed within 5 working days, at the latest, after the technological commissioning using the contractually agreed acceptance products, acceptance quantities, services and production periods. The running and time sequence of the acceptance must be agreed upon in advance. The customer must provide the necessary personnel, the materials as well as all necessary auxiliary and working materials as listed in Section IV.2.16.
3. The customer must provide the contractor with all of the relevant technological and processing data applicable to the acceptance product that was agreed upon in the sales contract promptly before the start of the technological commissioning and the resulting acceptance. If any special recipe components, special technological processes, cooked food or baked food trays are needed that are not part of the package supplied by the contractor and in particular trained specialists and / or others, then they must be provided by the customer promptly and in sufficient numbers or quantities prior to the technological commissioning and acceptance. If the acceptance cannot be completed or it can only be partially completed due to failures that are the fault of the customer then the costs incurred by a undertaking a new acceptance / partial acceptance will be charged to the customer.
4. An acceptance protocol will be drawn up. Both the customer and WPIB must sign the acceptance protocol. Any remaining problems listed in the acceptance protocol must be eliminated by the contractor whenever possible within a period of 30 days. This period must be extended accordingly if the customer cannot guarantee full access or even partial access to the plant during this period.
5. The signed acceptance protocol / the acceptance is mandatory for running the plant. Production acceptance using the plant / machine / oven can replace the formal acceptance. The plant will be accepted as complying with the contract after the start of production, even without an acceptance protocol.
6. If it can be proven that the installation / service work has not been undertaken as stipulated in the contract then the contractor must eliminate any problems at his own cost. This will not apply if eliminating the problem is of no significance to the customer or it will create a specific circumstance that the customer would have to cope with. If an insignificant problem is present then the customer cannot refuse the acceptance if the contractor has implicitly acknowledged his obligation to eliminate the problem.
7. The contractor can demand a special partial acceptance with regard to completed sub-services. The provisions listed in this clause will apply accordingly in this case.
8. If the customer uses the service or part of the service then the acceptance will be considered to have been completed as from the start of use, unless other specific agreements have been made.
9. The contractor is no longer liable for any identifiable problems that occur after the acceptance, provided that the customer has not indicated that a specific problem exists beforehand or if the problem can be traced back as being caused by the contractor, his legal representative or sub-contractor.
X. Terms of payment
1. The final invoice will be submitted immediately after the installation / service work has been completed. Interim invoices will be submitted if the work will take a long time. The contractually agreed conditions and terms will also apply if set fees have been agreed upon.
2. The respective agreed payment schedule will apply to all maintenance contracts.
3. Due payment must be made by the customer immediately in accordance with the date of the invoice (or interim invoice date).
4. Payments will be considered to have been effected only when the contractor can access the payments without any reservations.
5. If the customer defaults against the contractor then the contractor is entitled to suspend the fulfilling of his contractual obligations until the outstanding payments have been received.
6. Interest calculated at 8% p.a. above the legal European Bank basic interest rate will be charged if the agreed payment schedule is exceeded.
7. If the customer defaults on the due payments and still does not pay the invoices despite being given a period of grace or if the customer severely infringes against the contract, then the contractor is entitled to withdraw from the contract and demand the payment of compensation.
1. The contractor remains liable for any installation problems that occur within 12 months after the acceptance / production acceptance, with the exclusion of all other guarantee claims made by the customer based on the way in which the problem will have to be eliminated. The customer must inform the contractor immediately a problem is detected. The period covering the liability for defects will be extended by the production interruption time caused by the improvement work, however, this will be restricted to the part of the plant in which the problem occurred.
2. Consequential harm caused by a defect, especially loss of profit as well as any harm caused by the break in production and work hold-ups are expressly excluded.
3. The contractor will not be held liable if eliminating the problem is of no significance to the customer or it will create a specific circumstance that the customer would have to cope with.
4. WPIB does not accept any obligation or give a guarantee with regard to the quality of the baked products produced using the plant / machine / oven (including partially baked products, cooked products, frozen products). Agreements regarding the quality criteria can be defined, if necessary, in a separate provision and this will list the definition of the precise manufacturing process, preliminary stage substances (ingredients) and disclosure of the recipes and the process. Full documentation together with a precise description of the target quantity will be drawn up for each product in this case.
5. The repair / service costs are restricted to the contractor’s liability with regard to the correct implementation of the repair work. The contractor is not obliged to check the plant over for other problems (or eliminate them) that might affect the working capability of the plant. Any damage that arises from natural wear or by incorrect handling is not covered by the defect liability.
6. The contractor is not liable for the consequences arising from any incorrect repair work undertaken by the customer or third parties or modifications that were carried out without having obtained prior approval from the contractor. Only in urgent cases where the working safety is endangered or it becomes necessary to defend the plant against unreasonable major damage, whereby the contractor is immediately informed or if the contractor was given a specific deadline in writing to eliminate a problem and this deadline has elapsed or if the contractor was unsuccessful in eliminating the problem has the customer the right to eliminate the problem by himself or to employ a third party to do so and to demand that the contractor reimburses him for the necessary costs that were incurred.
7. The contractor will no longer be liable for any defects that occur if the customer defaults on his obligations. The contractor is also not liable for any work that his installation / service personnel carry out on parts that were not supplied by the contractor, unless the contractor has issued written instructions regarding the work.
8. The installation / service personnel are not entitled to make binding agreements, especially in the case of guarantee questions.
9. The customer has the right to reduce the price if he gave the contractor a specific deadline for eliminating a problem caused by the contractor and the contractor was unsuccessful in eliminating the problem or if the problem cannot be eliminated due to impracticability or inability on behalf of the contractor.
10. Furthermore, the customer cannot, provided that this type of exception from claims and rights is permitted under law, under the existing provisions for permitted claims, make a claim for compensation, especially not claims for damage compensation, even those arising from incorrect handling or other rights due to possible disadvantages that apply against the contractor in conjunction with the installation / service work, regardless of which legal reason he has invoked. This liability exception does not apply to deliberate or gross negligence on behalf of the contractor, his legal representative or sub-contractors.
11. If the equipment or tools provided by the contractor are damaged in the installation / service area by through no fault of the contractor or go missing, then the customer is obliged to replace the damaged or missing tools. Damage that can be traced back to normal wear remains out of consideration.
12. Should different conditions arise for the planned installation / service work then a written agreement covering these is required or else they must be defined in the contractual text entered in the installation / service contract.
XII. Applicable law and place of jurisdiction
1. Tamm is the place of jurisdiction for any claims arising from the business relationship.
2. Tamm is the sole place of jurisdiction for any disputes concerning the contractual relationship (article of the EU civil process law) with regard to cross-border services. WPIB retains the right to take proceedings against the customer in his normal place of jurisdiction or to call upon any other court of law that is responsible under the EU civil process law.
3. Solely German Federal law applies to all business and the overall legal relationship that exists between the customer and WPIB.
XIII. Final provisions
Should any of the existing provisions prove to be ineffective now or in the future then they must not be allowed to affect the overall effectiveness of the remaining provisions. The ineffective provisions must be replaced promptly by provisions that do not infringe the economic purpose of the contract yet reasonably protect of the interests of both sides.
Werner & Pfleiderer
Industrielle Backtechnik GmbH
Frankfurter Straße 17
Fon: +49 (0) 7141 202-0
Fax: +49 (0) 7141 202-5111