Terms and Conditions - Jade Dienst

GENERAL TERMS AND CONDITIONS

Version: 10 June 2025

Jade-Dienst GmbH | Schleusenstraße 22 A | 26382 Wilhelmshaven
Local Court of Oldenburg HRB 215019 | VAT ID: DE 293 564 902
Managing Directors: Torsten Meinke, Hans Oestmann, Jan F. Stein

I. GENERAL PART

1. General Provisions and Scope of Application

1.1. These General Terms and Conditions (“GTC”) apply to all business relationships with our contractual partners. They form an integral part of all our offers and contracts, including ongoing and future business relationships. They apply only if the contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.

1.2. Unless otherwise agreed, these GTC, in the version valid at the time of our declaration of intent directed at the conclusion of the contract with the contractual partner, or in any case in the version last communicated to the contractual partner in text form, shall also apply as a framework agreement to future contracts of the same kind, without us being required to refer to them again in each individual case.

1.3. These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the contractual partner shall become part of the contract only if and to the extent that we have expressly agreed to their application. This requirement of consent applies in every case, including, for example, if we perform the order or service for the contractual partner without reservation, or accept deliveries from the contractual partner without reservation, despite being aware of the contractual partner’s general terms and conditions.

1.4. Individual agreements made with the contractual partner in a specific case, including collateral agreements, supplements, and amendments, shall in all cases take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.

1.5. Legally relevant declarations and notices by the contractual partner relating to the contract, such as setting deadlines, notification of defects, withdrawal, or reduction, must be made in writing, meaning in written or text form, for example by letter, e-mail, or fax. Statutory form requirements and further proof, in particular in cases of doubt regarding the authority of the person making the declaration, remain unaffected.

1.6. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

1.7. In addition to the provisions of this General Part, the following shall apply:

a. the German Freight Forwarders’ Standard Terms and Conditions 2017 (“ADSp 2017”), insofar as contractual partners instruct us as contractor within the framework of a transport contract, as defined in Clause 1.14 ADSp 2017. The ADSp 2017 are available, among other places, at: https://www.dslv.org/fileadmin/Redaktion/PDFs/07_Publikationen/ADSp/DSLV-ADSp-2017.pdf.

NOTE: In Clause 23, the ADSp 2017 deviate from the law with regard to the maximum liability amount for damage to goods under Section 431 of the German Commercial Code (HGB), limiting liability for multimodal transports including carriage by sea and in cases of an unknown place of damage to 2 SDR/kg and, in all other cases, additionally limiting the standard liability of 8.33 SDR/kg to EUR 1.25 million per claim and EUR 2.5 million per damage event, with a minimum of 2 SDR/kg.

b. the Terms and Conditions of Sale (“AVB”) in Section II of these GTC, insofar as we sell and/or deliver movable goods (“Goods”) to our contractual partners (“Buyers”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers pursuant to Sections 433 and 650 BGB; the ADSp 2017 and the ALB in Section II shall not apply in this respect.

c. the Terms and Conditions of Service (“ALB”) in Section III of these GTC, insofar as contractual partners (“Customers”) commission us to perform work services; the ADSp 2017 and the AVB in Section II shall not apply in this respect.

1.8. The provisions of this Section I shall take precedence over conflicting provisions of the ADSp 2017.

2. Choice of Law and Place of Jurisdiction

2.1. These GTC and the contractual relationship between us and the contractual partner shall always be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2.2. If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including internationally, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Wilhelmshaven. The same shall apply if the contractual partner is an entrepreneur within the meaning of Section 14 BGB. In all cases, we shall also be entitled to bring legal action at the place of performance or at the general place of jurisdiction of the contractual partner. Overriding statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.

II. TERMS AND CONDITIONS OF SALE (“AVB”)

1. Conclusion of Contract

1.1. Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogues, technical documentation, such as drawings, plans, calculations, estimates, references to DIN standards, other product descriptions, or documents, including in electronic form, in which we reserve ownership rights and copyrights.

1.2. The Buyer’s order for the Goods shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us.

1.3. Acceptance may be declared either in writing, for example by order confirmation, or by delivery of the Goods to the Buyer.

2. Delivery Period and Delay in Delivery

2.1. The delivery period shall be agreed individually or specified by us upon acceptance of the order.

2.2. If we are unable to comply with binding delivery periods for reasons for which we are not responsible (non-availability of performance), we shall inform the Buyer without undue delay and at the same time notify the Buyer of the expected new delivery period. If performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the Buyer shall be refunded by us without undue delay in such a case. Non-availability of performance within this meaning includes, in particular, late self-delivery by our supplier, provided we have concluded a congruent covering transaction, other disruptions in the supply chain, for example due to force majeure, or cases in which we are not obliged to procure the Goods in the individual case.

2.3. The occurrence of delay in delivery on our part shall be determined in accordance with the statutory provisions. In all cases, however, a reminder by the Buyer shall be required. If we are in delay with delivery, the Buyer may claim lump-sum compensation for damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum total of 5% of the delivery value of the Goods delivered late. We reserve the right to prove that the Buyer has suffered no damage or only significantly lower damage than the above lump sum.

2.4. The Buyer’s rights under Clause 7 of these AVB and our statutory rights, in particular in cases where the obligation to perform is excluded, for example due to impossibility or unreasonableness of performance and/or subsequent performance, remain unaffected.

3. Deliveries, Passing of Risk, Acceptance, Default of Acceptance

3.1. Delivery shall be made ex warehouse, which shall also be the place of performance for delivery and any subsequent performance. At the Buyer’s request and expense, the Goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, we shall be entitled to determine the method of dispatch ourselves, in particular the transport company, shipping route, and packaging.

3.2. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass to the Buyer already upon delivery of the Goods to the freight forwarder, carrier, or other person or institution designated to carry out the dispatch. If acceptance has been agreed, acceptance shall be decisive for the passing of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly to any agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

3.3. If the Buyer defaults on acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons attributable to the Buyer, we shall be entitled to demand compensation for the resulting damage, including additional expenses, such as storage costs. For this purpose, we shall charge lump-sum compensation amounting to 0.1% of the net price (delivery value) per calendar day, up to a maximum total of 5% of the delivery value, beginning with the delivery period or, in the absence of a delivery period, with notification that the Goods are ready for dispatch. Proof of higher damage and our statutory claims, in particular reimbursement of additional expenses, reasonable compensation, and termination, remain unaffected; the lump sum shall be offset against further monetary claims. The Buyer shall be permitted to prove that we have suffered no damage at all or only significantly lower damage than the above lump sum.

4. Prices and Payment Terms

4.1. Unless otherwise agreed in the individual case, our prices valid at the time of conclusion of the contract shall apply, ex warehouse and plus statutory VAT.

4.2. In the case of a sale by dispatch pursuant to Clause 3.1, the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

4.3. The purchase price shall become due and payable within 14 days of invoicing and delivery or acceptance of the Goods. We shall, however, be entitled at any time, including within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation no later than with the order confirmation.

4.4. Upon expiry of the above payment period, the Buyer shall be in default. During default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default. Our claim against merchants to commercial maturity interest under Section 353 HGB remains unaffected.

4.5. The Buyer shall have rights of set-off or retention only to the extent that the Buyer’s claim has been finally adjudicated or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights, in particular under Clause 6.6 sentence 2 of these AVB, remain unaffected.

4.6. If, after conclusion of the contract, it becomes apparent that our claim to the price is jeopardised by the Buyer’s lack of ability to perform, for example by an application to open insolvency proceedings, we shall be entitled, in accordance with the statutory provisions, to refuse performance and, where applicable after setting a deadline, to withdraw from the contract. In the case of contracts for the manufacture of non-fungible items (custom-made items), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

5. Retention of Title

5.1. We retain title to the Goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

5.2. Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must notify us immediately in writing if and to the extent that an application to open insolvency proceedings is filed or third parties access Goods belonging to us, for example by seizure.

5.3. In the event of conduct by the Buyer in breach of contract, in particular non-payment of the purchase price due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand return of the Goods on the basis of the retention of title and withdrawal. The demand for return shall not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled merely to demand return of the Goods and reserve the right to withdraw. If the Buyer fails to pay the purchase price due, we may exercise these rights only if we have previously set the Buyer a reasonable deadline for payment without success, or if such a deadline is dispensable under the statutory provisions.

5.4. Until revoked in accordance with c) below, the Buyer shall be authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following supplementary provisions shall apply.

a. The retention of title shall extend to the products created by processing, mixing, or combining our Goods at their full value, with us being deemed the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their ownership rights continue to exist, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered subject to retention of title.

b. The Buyer hereby assigns to us, by way of security, the claims against third parties arising from the resale of the Goods or the product in full or in the amount of any co-ownership share we may have pursuant to the preceding paragraph. We accept the assignment. The Buyer’s obligations referred to in paragraph 2 shall also apply with regard to the assigned claims.

c. The Buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets its payment obligations towards us, there is no deficiency in its ability to perform, and we do not assert the retention of title by exercising a right under paragraph 3. If this is the case, however, we may demand that the Buyer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the Buyer’s authority to further resell and process the Goods subject to retention of title.

d. If the realisable value of the securities exceeds our claims by more than 10%, we shall, at the Buyer’s request, release security at our discretion.

6. Buyer’s Claims for Defects

6.1. The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title, including incorrect and short delivery as well as improper assembly/installation or defective instructions, unless otherwise provided below. In all cases, the statutory provisions on the sale of consumer goods under Sections 474 et seq. BGB and the Buyer’s rights arising from separately issued guarantees, in particular by the manufacturer, remain unaffected.

6.2. The basis of our liability for defects is above all the agreement reached concerning the quality and intended use of the Goods, including accessories and instructions. Product descriptions designated as such and provided to the Buyer before its order or incorporated into the contract in the same manner as these AVB shall be deemed agreements on the quality of the Goods.

6.3. In the case of Goods with digital elements or other digital content, we owe provision and, where applicable, updating of the digital content only to the extent expressly resulting from a quality agreement pursuant to paragraph 2. In this respect, we assume no liability for public statements by the manufacturer or other third parties.

6.4. If the quality has not been agreed, the existence of a defect shall be assessed in accordance with the statutory provisions under Section 434 (1) sentences 2 and 3 BGB. We assume no liability, however, for public statements by the manufacturer or other third parties, such as advertising claims, unless the Buyer has pointed them out to us as being decisive for its purchase decision.

6.5. As a general rule, we shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or is unaware due to gross negligence pursuant to Section 442 BGB. Furthermore, the Buyer’s claims for defects require that the Buyer has complied with its statutory duties of inspection and notification under Sections 377 and 381 HGB. In the case of building materials and other Goods intended for installation or other further processing, an inspection must in all cases be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified of it immediately in writing. In all cases, obvious defects must be reported in writing within five working days of delivery, and defects not identifiable during inspection must be reported in writing within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or notify defects properly, on time, or at all, our liability for the defect not reported or not reported in due time or properly shall be excluded in accordance with the statutory provisions. In the case of Goods intended for installation, attachment, or assembly, this shall also apply if the defect becomes apparent only after the corresponding processing as a result of the breach of one of these obligations; in this case, in particular, the Buyer shall have no claims for reimbursement of corresponding costs (“removal and installation costs”).

6.6. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

6.7. We shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. The Buyer shall, however, be entitled to retain an appropriate part of the price in proportion to the defect.

6.8. The Buyer must give us the time and opportunity required for the subsequent performance owed, in particular by handing over the rejected Goods for inspection purposes. In the event of replacement delivery, the Buyer must return the defective item to us in accordance with the statutory provisions; however, the Buyer shall have no claim to return. Subsequent performance includes neither removal of the defective item nor reinstallation if we were not originally obliged to install it.

6.9. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour, and material costs as well as, where applicable, removal and installation costs, shall be borne or reimbursed by us in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy defects if the Buyer knew or could have recognised that no defect actually existed.

6.10. In urgent cases, for example if operational safety is endangered or to avert disproportionate damage, the Buyer shall have the right to remedy the defect itself and demand reimbursement from us of the objectively necessary expenses incurred for this purpose. We must be notified of such self-remedy without undue delay and, if possible, beforehand. The right of self-remedy shall not exist if we would be entitled to refuse corresponding subsequent performance under the statutory provisions.

6.11. If subsequent performance has failed or if a reasonable deadline to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the price. In the case of an insignificant defect, however, there shall be no right of withdrawal.

6.12. The Buyer’s claims for reimbursement of expenses under Section 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase under Sections 478 and 474 BGB or a consumer contract for the provision of digital products under Sections 445c sentence 2, 327 (5), and 327u BGB. Claims by the Buyer for damages or reimbursement of futile expenses under Section 284 BGB shall also exist in the event of defects in the Goods only in accordance with the following Sections 8 and 9.

7. Other Liability

7.1. Unless otherwise provided in these AVB, including the following provisions, we shall be liable for any breach of contractual and non-contractual duties in accordance with the applicable statutory provisions.

7.2. We shall be liable for damages, irrespective of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, we shall be liable, subject to statutory limitations of liability, such as care in one’s own affairs or insignificant breach of duty, only:

a. for damage arising from injury to life, limb, or health,

b. for damage arising from the breach of a material contractual obligation, meaning an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely; in this case, however, our liability shall be limited to compensation for foreseeable damage typical for the contract.

7.3. If we are generally liable on the basis of simple or gross negligence, our obligation to compensate shall be limited to a maximum of EUR 1,000,000 per damage event in the case of personal injury, property damage, or resulting financial losses, and to a maximum of EUR 1,000,000 per damage event in the case of financial losses. Our maximum liability per calendar year, insofar as several damage events occur in one calendar year, shall be limited in total to a maximum of EUR 5,000,000 for personal injury and property damage and to a maximum of EUR 5,000,000 for financial losses.

7.4. The limitations of liability resulting from paragraph 2 shall also apply in the event of breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They shall not apply to the extent that we have fraudulently concealed a defect or assumed a guarantee for the quality of the Goods, or to claims by the Buyer under the German Product Liability Act.

7.5. Due to a breach of duty that does not consist of a defect, the Buyer may withdraw from or terminate the contract only if we are responsible for the breach of duty. A free right of termination by the Buyer, in particular pursuant to Sections 650 and 648 BGB, is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

8. Limitation Period

8.1. In derogation from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.

8.2. If, however, the Goods are a building or an item that has been used for a building in accordance with its customary manner of use and has caused its defectiveness (building material), the limitation period shall be five years from delivery in accordance with the statutory provision under Section 438 (1) No. 2 BGB. Further statutory special provisions on limitation periods, in particular Section 438 (1) No. 1, Section 438 (3), Sections 444 and 445b BGB, also remain unaffected.

8.3. The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the Buyer that are based on a defect in the Goods, unless the application of the regular statutory limitation period under Sections 195 and 199 BGB would lead to a shorter limitation period in the individual case. Claims for damages by the Buyer pursuant to Clause 7.2 sentence 1 and sentence 2(a), as well as claims under the German Product Liability Act, shall, however, become time-barred exclusively in accordance with the statutory limitation periods.

III. TERMS AND CONDITIONS OF SERVICE (“ALB”)

1. Conclusion of Contract

1.1. Our offers are subject to change and non-binding. This also applies if we have provided the Customer with catalogues, technical documentation, such as drawings, plans, calculations, estimates, references to DIN standards, or other documents, including in electronic form, in which we reserve ownership rights and copyrights.

1.2. The Customer’s order shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us.

2. Scope of Services

2.1. In case of doubt, the scope of services shall be governed by the content of our written order confirmation and the documents referred to therein. Additional work resulting from the inaccuracy of drawings or other documents or information provided by the Customer shall be borne by the Customer.

2.2. Our Customer must submit binding drawings to us in good time before the start of our services.

2.3. The scope and suitability of the ordered services shall be decided exclusively by the Customer. If an opinion by a classification society or its representatives, an expert, or a representative of the Customer is available, we may base the services on its content; we do not verify its substantive accuracy. We are furthermore not obliged to inspect the object of performance for hidden defects.

2.4. We shall be entitled to have the work assigned to us performed in whole or in part by third parties. Partial deliveries and partial services are permitted.

3. Documents

3.1. We reserve our ownership rights, copyrights, and other industrial property rights in our documents. All documents must be treated as strictly confidential. Without our written consent, these documents may be used only to fulfil the respective contract concluded with us and, in particular, may not be reproduced or made accessible to third parties. Upon request, they must be returned to us without undue delay. The confidentiality obligation shall continue to apply after termination of our business relationship.

3.2. If we provide our services using designs, documents, or information supplied by the Customer, the Customer shall be obliged to indemnify us against any third-party claims based on the infringement of copyrights, patents, or other third-party property rights resulting from the use of the Customer’s designs, documents, and information.

4. Preparation and Provision of the Object of Performance

4.1. The Customer must keep or provide the object of performance at the agreed place and agreed time in such a manner that we can begin fulfilment of the contract without further preparation and without obstruction. If the object of performance is not kept available in a condition suitable for processing or is not made available at the agreed time, we shall be entitled to demand reimbursement of the additional costs incurred by us or to withdraw from the contract and demand compensation for the damage incurred.

4.2. The Customer must inform us in good time before the start of work of circumstances and characteristics of the object of performance that are relevant to the contract. Insofar as our services are not performed on our premises, the Customer must take all necessary precautions to protect the object of performance and, insofar as it is located on board a floating vessel, the floating vessel, and to prevent accidents during the performance of the work. The Customer is responsible for ensuring that fire-extinguishing equipment is functional and that the object of performance and any floating vessel are monitored. The aforementioned conditions must be continuously checked and maintained by the Customer.

4.3. The procurement of any required non-service-related permits or certificates, based on domestic or foreign statutory or official provisions, for delivery/performance by us, as well as the implementation of corresponding required measures, shall be the sole responsibility of the Customer.

5. Customer’s Cooperation

5.1. The Customer must provide support to our personnel at its own expense in the performance or execution of a service. The Customer is, in particular, obliged to provide technical assistance. Within the framework of technical assistance, the Customer is in particular obliged to:

a. provide, if required, suitable auxiliary personnel in sufficient numbers and for the required period at its own expense; the auxiliary personnel must follow the instructions of the personnel performing the service; we assume no liability for the auxiliary personnel provided; if a defect or damage is caused by the auxiliary personnel as a result of an instruction given by us, we shall be liable for this only in accordance with Clause 8 of these ALB;

b. provide, at its own expense, the energy required for the performance or execution of a service, such as lighting, electricity, operating power, and water, including the necessary connections;

c. provide, if necessary, theft-proof rooms for the storage of the tools of the personnel performing the service and heated recreation rooms at its own expense;

d. provide, at its own expense, all materials and operating supplies and perform all other acts necessary for adjusting the object of performance and carrying out the test operation;

e. ensure that the performance of the commissioned services can begin immediately after our personnel arrive; delays attributable to the Customer shall be borne by the Customer;

If the Customer fails to fulfil its obligations, we shall be entitled, though not obliged, to perform the acts in its place and at its expense. Our statutory rights and claims remain unaffected in all other respects.

5.2. Insofar as our services are not performed on our premises, the Customer shall be obliged to ensure appropriate working conditions and safety at the place of performance. The protection of persons and property at the place of performance shall be the responsibility of the Customer.

5.3. Our Customer shall furthermore be responsible for monitoring the object of performance and any floating vessel, its equipment and cargo, and the items provided by the Customer, in particular the safety guards provided by the Customer, as well as for compliance with the relevant provisions, for example accident prevention regulations, by the Customer and its vicarious agents and assistants. All measures necessary to prevent damage and the mooring are also the Customer’s responsibility. The Customer must notify us in writing of any imminent dangers. Our Customer must also ensure proper lighting of any floating vessel and access to the floating vessel.

6. Acceptance

6.1. The Customer shall be obliged to accept the object of performance as soon as we have notified the Customer of its completion and any contractually provided testing of the object of performance has taken place. Our service shall be deemed accepted if, after completion, we have set the Customer a reasonable deadline for acceptance and the Customer has not refused acceptance within this deadline by specifying at least one more than insignificant defect. Acceptance shall also be deemed to have taken place if the Customer or a person commissioned by the Customer has taken the object of performance, or the floating vessel, into use.

6.2. If testing is provided for, the Customer must provide the necessary personnel and supply, at its own expense, all operating and auxiliary materials as well as any other items required to carry out the testing or trial run. With regard to the trial run, the Customer shall bear nautical responsibility, the risk of accidental loss or deterioration, and the risk of operating errors by the ship’s crew and other vicarious agents.

6.3. All services that have been accepted by a supervisory authority, a technical inspection association, or the classification society shall, to that extent, also be deemed accepted by the Customer.

6.4. Upon acceptance, our liability for identifiable defects shall cease unless the Customer has expressly reserved in writing the right to assert a specific defect at the time of acceptance.

6.5. Where acceptance is not customary, as in particular in the disposal of wastewater, completion of the agreed services shall take the place of acceptance. The services shall be deemed completed as soon as we have performed the services specified in more detail in the contract. The Customer shall be informed of the completion of the services. Upon this notification, the service shall be deemed completed unless justified objections are raised by the Customer in written or text form within seven (7) days.

7. Prices

7.1. Our prices apply to the scope of services listed in the order confirmations. Additional or special services shall be charged separately. Prices are stated in EUR and net.

7.2. If more than four months are to elapse between conclusion of the contract and fulfilment of the contract, and if cost increases, in particular for wages, energy, taxes, or materials, occur during the period between conclusion and fulfilment of the contract, we shall be entitled, at our reasonable discretion, to demand a correspondingly adjusted price that does not exceed our generally applicable prices at the time of fulfilment of the contract.

7.3. We shall be entitled, though not obliged, to retain ownership of parts of any kind, in particular spare parts and materials that have been replaced by other parts. The Customer must dispose of hazardous substances or special waste without undue delay at its own expense unless their disposal by us is the subject matter of the contract.

7.4. If fulfilment of the contract becomes impossible for us for reasons for which we are not responsible, the Customer shall owe the pro rata remuneration for the services performed up to that point.

7.5. If objects are placed in our custody, we reserve the right to charge our Customer storage costs and other costs, such as relocation costs, on the basis of customary and reasonable local prices if the storage period exceeds 6 weeks.

7.6. We shall be entitled to perform or provide outstanding services only against advance payment or the provision of security if, after conclusion of the contract, we become aware of circumstances that are likely to substantially reduce the Customer’s creditworthiness and that jeopardise payment of our outstanding claims by the Customer.

7.7. The Customer shall have rights of set-off or retention only to the extent that its claim has been finally adjudicated or is undisputed.

8. Liability

8.1. Unless otherwise provided in these ALB, including the following provisions, we shall be liable for any breach of contractual and non-contractual duties in accordance with the applicable statutory provisions.

8.2. We shall be liable for damages, irrespective of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, we shall be liable, subject to statutory limitations of liability, such as care in one’s own affairs or insignificant breach of duty, only:

a. for damage arising from injury to life, limb, or health,

8.3. If we are generally liable on the basis of simple or gross negligence, our obligation to compensate shall be limited to a maximum of EUR 1,000,000 per damage event in the case of personal injury, property damage, or resulting financial losses, and to a maximum of EUR 1,000,000 per damage event in the case of financial losses. Our maximum liability per calendar year, insofar as several damage events occur in one calendar year, shall be limited in total to a maximum of EUR 5,000,000 for personal injury and property damage and to a maximum of EUR 5,000,000 for financial losses.

8.4. The limitations of liability resulting from Clause 8.2 shall also apply in the event of breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They shall not apply to the extent that we have fraudulently concealed a defect or assumed a guarantee, or to claims by the Customer under the German Product Liability Act.

8.5. Due to a breach of duty that does not consist of a defect, the Customer may withdraw from or terminate the contract only if we are responsible for the breach of duty. A free right of termination by the Customer, in particular pursuant to Section 648 BGB, is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. Limitation Period

9.1. In derogation from Section 634a (1) No. 1 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from acceptance. The limitation period under Section 634a (1) No. 2 BGB for claims relating to a building and to work whose success consists in the provision of planning or supervision services for such building remains unaffected. Further statutory special provisions on limitation periods also remain unaffected.

9.2. The above limitation periods shall also apply to contractual and non-contractual claims for damages by the Customer that are based on a defect, unless the application of the regular statutory limitation period under Sections 195 and 199 BGB would lead to a shorter limitation period in the individual case. Claims for damages by the Customer pursuant to Clause 8 (2) sentence 1 and sentence 2(a), as well as claims under the German Product Liability Act, shall, however, become time-barred exclusively in accordance with the statutory limitation periods.

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