General Terms and Conditions for the Sale of Training Services

Transcription

1 1 Definitions General Terms and Conditions for the Sale of Training Services Contract or Agreement means these General Terms and Conditions for the Sale of Training Services and Customer s purchase order (excluding any pre-printed terms and conditions on said purchase order and in any attachment to said purchase order) or any other document evidencing an agreement on the supply of Training Services. Contractor means Siemens Aktiengesellschaft. Customer means the party which is named as Customer in the respective order. 2 Scope 2.1 Contractor shall conduct the agreed Training Services in the accommodations that are provided by the Customer free of cost. Time, duration, contents and number of participants are determined within the Contract. 2.2 Contractor will adjust the Training Services to the specific needs of the Customer if and so far as agreed. Contractor reserves the right to deviate in minor details from the agreed scope. 2.3 Contractor provides Material for the training. 2.4 At Customer s option, Training Services shall be provided in German or English. The Customer can choose the language at the time of placing the order, however, not later than four weeks before the scheduled beginning of the Training Services. The Material will be delivered in the chosen language of the training. 2.5 Every participant will receive a certificate as a proof of participation upon successful completion of the training. 2.6 Contractor shall carry out all Training Services exclusively as a service, and shall not be responsible for the success of the training. 3 Restrictions regarding documentation, instructional materials and training equipment 3.1 Except as otherwise agreed, the Customer shall not copy, reprint, translate the Material, in whole or in part, or extract the software contained in the Material, nor use the POWER ACADEMY 1 / 6 Training_GandCs-en_ doc

2 Material in any way other than for the contractually agreed purposes. The Customer shall not distribute the Material to third parties. 3.2 The Material is only intended for training and educational purposes. It shall not be used as a manual for operation or maintenance. The supplied software for training purposes shall not be separated or copied (in whole or partly) and not be used in any other way. 3.3 All Material shall remain the property of Contractor including the proprietary information and intellectual property contained in such Material or software. 3.4 All Training Equipment shall remain the property of Contractor. 4 Contract Price and payment 4.1 The Contract Price for the provision of Training Services shall be the amount agreed upon in the Contract. The Contract Price covers the Training Services, the Material and the use of the Training Equipment and in the event of on-site training - the provision of the Training Equipment for the duration of the training, plus two weeks for transport. 4.2 Travel expenses of the trainer and the costs for transportation, customs and packaging of the Training Equipment as well as the insurance of the Training Equipment are not included in the Contract Price. The actual costs shall be charged. 4.3 Payments for ICC participants shall be due immediately after the provision of the Training Services and the receipt of the invoice, otherwise, after 30 days without deduction. 4.4 All payments shall be effected within 30 days after they become due and the invoice is received. If the Customer fails to pay within this point in time he at the latest and without a demand note is delayed. In the event of delay in any payment, Customer shall pay interest at the rate of 10 percent per annum on the delayed amount and shall bear further consequences of the delay. If the invoice is disputed by the Customer in good faith, Customer shall nevertheless be obligated to pay any undisputed part of the invoice on or before the due date as stated in the invoice. 4.5 All Contract Prices are net prices. Value Added Tax shall be calculated in accordance with applicable law and shall be added to the Contract Price. 5 Training equipment, Delay in return of Training Equipment. 5.1 Contractor shall provide a sufficient number of sets of Training Equipment. The Customer shall have the obligation to support the Contractor in the transportation of the POWER ACADEMY 2 / 6 Training_GandCs-en_ doc

3 Training Equipment to and from the place where the Training Services take place, see Clause In the event of delay in the return transport of the Training Equipment or in the event of an extended presence of the trainer, which is caused by negligence or willful misconduct of Customer, the Customer shall be obligated to compensate Contractor. The rental price for each set of Training Equipment shall be EUR 3, for each started week. The flat fee for the trainer shall be EUR 1, per day. 6 Customer obligations 6.1 The Customer shall provide Contractor with all information necessary for the provision of Training Services immediately after placing the order but, however, not later than four weeks before the scheduled beginning of the Training Services. Such information includes equipment data, such as I&C Concept, I&C Overview, I&C Configuration. Should the Customer not honor this obligation, Contractor shall not be obligated to adapt its Training Services to the specific requirements of the Customer. Should the Customer nonetheless request such adaptation, the parties may agree on such an adaptation. In the event this should occur, the contract schedule shall be adapted accordingly and the Customer shall pay the additional costs. 6.2 Contractor shall have access to the training rooms provided by Customer in accordance with Clause 2.1 at least one day before and after the scheduled training, to allow the installation and de-installation of the Training Equipment. The Customer shall provide at least one suitable person to support Contractor in the transportation, installation and de-installation and set-up of the Training Equipment free of costs. 6.3 The rooms provided by the Customer shall be air-conditioned (minimum temperature 18 C, maximum temperature 23 C) and shall have a sufficient size (8 m 2 per participant). The Customer shall provide electricity (2 x AC 230V/16A), a telephone line and, if possible, broad-band internet access. The Customer shall equip the training rooms with a whiteboard, an overhead projector and a video projector. The training rooms shall be located on ground level or be accessible via an elevator. 6.4 The Customer shall assist Contractor in obtaining all necessary consents and permits, for example import and export licenses, work permits, and visa for the trainer and the necessary other personnel, and shall assist Contractor in obtaining customs clearance. 7 Termination 7.1 Contractor shall be entitled to terminate the Contract by written notice to the Customer if it is unreasonable to expect the Contractor to provide the Training Services, especially in the event of illness of the trainer, for technical reasons, in the event the fulfillment of the agreement on Contractor s part is prevented by impediments foreseen in Clause 10.1, or in the event the minimum number of participants has not been reached, or in the event of any other circumstance which is not caused by negligence or willful misconduct of Contractor. POWER ACADEMY 3 / 6 Training_GandCs-en_ doc

4 7.2 Before exercising the right to terminate the Contract, the Contractor will try to find another suitable trainer to carry out the Training Services or will postpone the Training Services, as applicable, if and insofar as this is reasonably possible and the Customer agrees to such measures. 7.3 In the event of non-performance of Training Services not caused by negligence or willful misconduct of Contractor, the Customer shall only have the right to claim reimbursement of the Contract Price already paid by the Customer. Further and other claims shall be excluded. 7.4 The Customer shall have the right to cancel the Training Services in written form. Such cancellation shall be free of cost provided that Contractor receives this written notice no later than 30 calendar days before the scheduled beginning of the Training Services. 7.5 Should Contractor receive the written notice of cancellation later than 30 days before the scheduled beginning of the Training Services, the Customer is obligated to pay the full Contract Price except where the cancellation is justified by one of the following events: (i) (ii) Contractor has been in delay with the performance of its Training Services and the Customer has given a written notice, immediately demanding performance, or Contractor has committed a material breach of this Agreement and despite a written notice thereof to Contractor by Customer and written request to rectify this breach within a reasonable period of time, Contractor does not rectify this breach within a reasonable period of time. 7.6 In individual cases, the Customer shall have the right to prove that the actual costs incurred by the Contractor and the compensation payable by the Customer are lower than the amount payable under Clause Clauses 7.4 through 7.6 apply accordingly in the event the date of the performance of the Training Services has been postponed on request of the Customer. 8 Responsibility of Contractor for the performance 8.1 Should the Training Services not be in conformity with the obligations contained in the Contract or be defective, Contractor shall be obligated to perform such Training Services in conformity with the Contract within reasonable additional time, provided that the Customer has given written notice of such non-conformity within two weeks after performance of the Training Services and provided further that such non-conformity is due to negligence or willful misconduct of Contractor. 8.2 The right of the Customer to assert any claim against Contractor in connection with Clause 8.1 shall expire after 12 months after the deficient service was rendered. After the above limitation period has lapsed, the respective claim shall be time-barred. POWER ACADEMY 4 / 6 Training_GandCs-en_ doc

5 9 Liability 9.1 Any liability on the part of the Contractor with respect to death or injury to any person is subject to and governed by the provisions of applicable law. Contractor shall be liable to the Customer for any physical loss or damage to any equipment or tangible property of the Customer caused directly by any negligent act or omission by Contractor up to the amount necessary to repair and reestablish such equipment or tangible property, but limited to the Contract Price for each occurrence. In the event of loss of or damage to data carriers, the liability does not include the costs for recovery of lost data. 9.2 In any event, Contractor shall not be liable for any loss of use or production, loss of profit, cost of capital, loss of interests or revenues, loss of data, or for any direct or consequential damages or losses. The limitations and exclusions stated under this Clause 9 shall apply to any liability of Contractor under the contract whether in contract tort, strict liability or other legal theory. The limitations and exclusions stated under this clause do not, however, apply to damages or loss caused by willful misconduct or gross negligence on the part of Contractor, except its subcontractors or any personnel of the same. 9.3 Any liability of Contractor shall cease at the end of the respective limitation period set forth in Clause 8 and applicable for the Training Services due to which the damage was caused. 9,4 The rights of the Customer to asset any claim against the Contractor shall expire 12 months after the agreed delivery date. 9.5 The provisions of this Clause 9 shall also apply to Contractor s personnel, agents, subcontractors, including the personnel of such subcontractors. 10 Export license, jurisdiction, miscellaneous 10.1 The fulfilment of the agreement on the part of the Contractor is subject to the proviso that this shall not be prevented by impediments on the grounds of national or international legal requirements, in particular export control provisions Any modification or amendment to this agreement and any supplementary agreement shall only be valid if in writing These Terms and Conditions shall be governed by German substantive law with the exclusion of the UN Convention on Contracts for the International Sale of Goods All disputes arising out of or in connection with the present contract shall be finally settled in accordance with the Rules of the German Intuition of Arbitration in Bonn (Schiedsgerichtsordnung der Deutschen Institution für Schiedsgerichtsbarkeit e. V., DIS), excluding the legal recourse. POWER ACADEMY 5 / 6 Training_GandCs-en_ doc

6 If the amount in dispute, or in the event of a counter claim the aggregate sum of claim and counter claim, does not exceed the equivalent of EUR 500,000, the Contractor and Customer shall together nominate the arbitrator in accordance with the named Rules. If the amount in dispute (or the aggregate sum of claim and counter claim respectively) exceeds the equivalent of EUR 500,000, the dispute shall be referred to and finally resolved by arbitration under the DIS-Rules by three arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Munich, Germany. The procedural law of this place shall apply where the Rules are silent. The language to be used in the arbitration proceeding shall be German. POWER ACADEMY 6 / 6 Training_GandCs-en_ doc