General Service Terms
of W.I.R. Automation GmbH & Co. KG

I. Scope

1. These General Service Terms of W.I.R. Automation GmbH & Co. KG (hereinafter referred to as "W.I.R. Automation") apply to all services provided by W.I.R. Automation, such as repairs, maintenance and servicing, installation of systems or units, training, and delivery of parts.

2. These General Service Terms apply to:
a. Persons who, when concluding the contract, act in the exercise of their commercial or independent professional activity (entrepreneurs);
b. Legal entities under public law or special funds under public law.

3. Should there be any individual contractual agreements between W.I.R. Automation and the client regarding matters covered by these service terms, such agreements shall take precedence. These General Service Terms shall apply in addition.

4. These conditions shall also apply to future business transactions in ongoing business relationships without direct reference, provided that they were made available to the client in connection with a previously confirmed order.

II. General Provisions

1. Deviating terms and conditions of the client shall not become part of the contract, even if the order is accepted. A contract is concluded – in the absence of any specific agreement – by written confirmation or declaration from W.I.R. Automation or by a service or maintenance contract signed by both parties.

2. W.I.R. Automation retains ownership and copyright to samples, cost estimates, drawings, documents, illustrations, plans, descriptions, and similar information, both physical and non-physical (including digital). These may not be made accessible to third parties. Clause VI shall apply accordingly. If a contract is not concluded, all preparatory documents provided to the client must be returned without request. The client guarantees that no copies, transcripts, recordings, or digital reproductions of such documents have been made or retained. W.I.R. Automation agrees not to disclose any information or documents marked confidential by the client to third parties without the client’s consent.

3. Unless otherwise agreed, all offers from W.I.R. Automation are non-binding.

4. W.I.R. Automation personnel will perform the agreed services only within the framework of the applicable labor laws and may only be deployed in accordance with legal requirements.

III. Price and Payment

1. Unless otherwise agreed, prices are ex works plus freight and packaging costs. Value-added tax at the applicable statutory rate, as well as other taxes, duties, and customs (e.g., withholding tax), will be added. All costs associated with customs clearance shall be borne by the client.

2. Invoices for maintenance contracts or parts not covered by a maintenance contract shall, unless otherwise agreed, be issued in advance for the agreed period. Invoices are payable immediately upon receipt, without deduction, unless agreed otherwise in writing.

3. W.I.R. Automation is entitled to retroactively charge VAT if the client’s tax obligation is identified after invoicing and/or payment.

4. Additional services beyond those agreed in the maintenance contract will be billed separately based on the current hourly rates or price lists.

5. The client may only offset claims arising from this or other legal relationships if they are undisputed or have been legally established.

6. Assignments of claims and other legal transfers by the client to third parties require prior written consent from W.I.R. Automation.

7. The place of performance for the client’s payments is the registered office of W.I.R. Automation.

8. The prices stated in the contract are based on W.I.R. Automation’s current calculations. Prices may be adjusted quarterly with reasonable notice, taking into account cost developments relevant to pricing (e.g., for spare parts considering the Index for Industrial Intermediate Goods). Adjustments may be increases or decreases depending on changes in raw material prices, labor costs, inflation, etc.

9. If the client delays payment, the owed amount shall bear interest from the following day at a rate of nine percentage points above the base rate. W.I.R. Automation may claim higher proven damages.

10. In the event of material breach by the client, the total remaining payment becomes due immediately, with interest applied as per Clause III.9 from the due date.

11. a. If the client is in default of payment from one or more legal transactions, W.I.R. Automation may:
- refuse further services and
- withhold performance until outstanding obligations or damages are remedied;
b. W.I.R. Automation may alternatively withdraw from or terminate the contract. The client may not claim retention rights under §§ 273, 320 BGB or § 369 HGB unless directly linked to the relevant contract.

12. Retention rights under §§ 273, 320 BGB or § 369 HGB may only be asserted by the client in cases of gross contractual violations or undisputed or legally determined defects or claims.

13. W.I.R. Automation may offset any due or future claims it has against the client, or which the client holds against affiliated companies.

IV. Acceptance; Transfer of Risk

1. If acceptance is required and provided for, the client is obliged to accept the service once its completion has been notified and any contractual functional tests have been carried out, unless the service has a defect that significantly impairs its usability. Minor defects do not entitle the client to refuse acceptance.
If the client delays acceptance without fault on the part of W.I.R. Automation, it shall be deemed accepted two weeks after notification of completion. Acceptance is also deemed to have occurred once the client resumes operation of the system for production purposes.

V. Contract Duration and Termination

The term of a maintenance contract is twelve (12) months unless otherwise agreed. Either party may terminate the maintenance contract in writing three months before the end of the contract term. If not terminated, the contract is automatically extended by one year unless a fixed term was agreed or other written agreements apply. The right to terminate for good cause (e.g., payment default, sale or relocation of the system) remains unaffected.

VI. Confidentiality

Both parties agree to maintain the usual level of confidentiality in business and not to disclose any information obtained during the cooperation to third parties, especially regarding original spare parts or software from W.I.R. Automation or third parties, except to affiliated companies. Both parties shall ensure that their employees maintain this confidentiality.
This obligation does not apply to information that:
a. is already public or becomes public without a breach of confidentiality;
b. was already known to the client without obligation of confidentiality;
c. was lawfully received from a third party without confidentiality obligations;
d. was developed independently of the contractual relationship.
These confidentiality obligations shall survive termination of the contract. Reverse engineering is not permitted.

VII. Client’s Duties to Cooperate

1. The client must take all necessary safety measures at the site and inform W.I.R. Automation personnel of applicable safety regulations. 2. Changes to the system or its environment that may affect service delivery must be coordinated with W.I.R. Automation.
3. The client must provide appropriate support and necessary resources (tools, access, technical documentation, utilities, safe workspace).
4. The client must report any technical anomalies and allow uninterrupted access during service.
5. If the client fails to fulfill these duties, any resulting costs (waiting time, travel, etc.) will be charged.
6. W.I.R. Automation may fulfill the client’s duties at the client’s expense if neglected.

VIII. Delivery/Performance Time, Delay, Client Default, EU Shipments

1. Delivery and performance times are binding only if confirmed in writing by W.I.R. Automation and contingent on client’s cooperation.
2. For parts not under a maintenance contract, delivery is deemed fulfilled once the item has left W.I.R. Automation’s facility or is ready for shipment.
3. In case of delay, the client may claim compensation up to 5% of the affected service value after a four-week grace period. Further claims are excluded unless exceptions under XI.5 apply.
4. Delivery times may be extended in case of delayed supplier delivery. W.I.R. Automation may cancel the contract if delivery is not possible within 12 weeks.
5. Force majeure (e.g., pandemics, war, government actions) releases both parties from their obligations. No compensation will be granted.

IX. Procurement Risk

W.I.R. Automation does not assume procurement risk or guarantees unless explicitly agreed. Contract clauses must not be interpreted as imposing such obligations.

X. Warranty

1. Defects must be reported in writing without delay. W.I.R. Automation may choose to repair or replace the item. Replaced parts become W.I.R. Automation’s property.
2. Client must ensure access for repairs. Failure to do so releases W.I.R. Automation from related obligations.
3. Urgent defects may be remedied by the client if W.I.R. Automation is notified or in default. Unauthorized repairs void warranty.
4. No liability is assumed for improper use, wear, or unsuitable materials.
5. Unjustified complaints will be charged at standard rates.

XI. Liability

1. No guarantees are given unless explicitly stated. W.I.R. Automation does not guarantee detection or resolution of all issues.
2. No liability for unauthorized or improper work by the client. Service may be refused for safety violations.
3. Client remains responsible for all safety precautions and trained personnel.
4. Incorrect or missing information from the client excludes liability.
5. Liability is limited to cases of intent, gross negligence, personal injury, fraud, warranty, and product liability.
6. In case of minor negligence, liability is limited to foreseeable damages.
7. Liability is capped at 10% of the annual contract value or spare parts value.
8. Limitations also apply to employees and affiliates of W.I.R. Automation.

XII. Export Control

1. Contract performance depends on export control compliance, including U.S. law if applicable.
2. The client must provide all necessary export documentation. The client is liable for damages from violations.
3. Delays due to export checks are not the fault of W.I.R. Automation. No compensation is owed.
4. The client guarantees the agreed destination country and agrees to follow export regulations for re-export.

XIII. Software/Data Use

1. The client is granted a non-exclusive right to use the software with payment.
2. Use on multiple systems or duplication is prohibited unless authorized.
3. Manufacturer notices must not be removed.
4. All rights remain with W.I.R. Automation or licensors. Sub-licensing is prohibited.
5. The client allows remote data access and usage by W.I.R. Automation.

XIV. Limitation Period

1. Claims expire 12 months after service or delivery unless otherwise agreed. Legal limitations apply in certain cases (e.g., intent, injury).
2. Repairs do not extend the warranty period unless acknowledged in writing.

XV. Final Provisions

1. Amendments must be in writing. Oral agreements are invalid.
2. Client’s terms do not apply, even if unopposed.
3. Invalid clauses shall be replaced with ones closest to the intended economic purpose.

XVI. Governing Law and Jurisdiction

1. German law applies, excluding CISG.
2. a) For clients within the EU: venue is W.I.R. Automation’s registered office; claims may also be pursued at the client’s headquarters.
b) For clients outside the EU: disputes are settled under DIS arbitration in Oldenburg. Language: German.