General Terms and Conditions of Studio Hamburg MCI GmbH

I. General Regulations

§ 1 Scope of Application

(1) The following General Terms and Conditions of Business (GTC) shall apply to all purchase contracts, contracts for work and services, service contracts and installation contracts concluded by MCI, by means of which MCI renders services to its clients. The services to be rendered in individual cases are governed by the respective contract.

(2) The provisions of this Section I apply to all types of contracts dealt with in these GTC. The application of the provisions under II shall depend on the legal nature of the agreed services and partial services. They may therefore apply alone or simultaneously.

(3) These GTC shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 General Terms and Conditions of the Contracting Party

You conclude contracts with:

Studio Hamburg MCI GmbH
Jenfelder Allee 80
22039 Hamburg
Phone: +49 (0)40 6688-3384
Fax: +49 (0)40 6688-3636
Sales tax identification number: DE 199097943
Commercial Register: Hamburg Local Court HRB 70454

The GTC of MCI shall apply exclusively. Contradictory terms and conditions or terms and conditions deviating from these GTC are hereby rejected, unless MCI has expressly accepted them in writing. This shall also apply if reference is made to the Client’s GTC in the context of placing the order and MCI performs its services without reservation.

§ 3 Conclusion of Contract and Provision of Services

(1) MCI offers services subject to change, without obligation and subject to the possibility of delivery, unless otherwise stipulated in the offer.

(2) Service and quality descriptions do not constitute guarantees. The assumption of a guarantee shall be made exclusively by issuing a separate guarantee declaration in writing. In the event of material defects and defects of title, MCI shall be liable exclusively in accordance with the provisions of these General Terms and Conditions.

(3) MCI will employ personnel with the required qualifications for the services to be rendered under the contract. MCI will decide for itself which personnel to deploy and has the right to replace personnel at any time.

(4) Unless otherwise stipulated in the contract, MCI shall be entitled to have services provided by third parties without the prior consent of the Client.

§ 4 Changes to the scope of services

(1) If, during the course of the project, the Customer requests the modification of individual elements of the agreed scope of services, in particular the replacement of devices, plant parts or system components, this shall require a written agreement between the parties. A written agreement shall also be deemed to be a legally binding protocol signed by the parties which reflects the content of a telephone conversation or a project meeting.

(2) MCI shall inform the Client in writing if, in MCI’s factually justifiable assessment, the change requires additional services or additional time and/or if the change request has a not merely insignificant effect on the employees or resources deployed and the agreed deadlines.

(3) In the written agreement the parties shall specify the scope and details of the change in performance as well as any additional remuneration. As long as the change, including remuneration, scheduling and delivery dates, has not been agreed in writing, MCI shall not be obliged to execute the change in performance. If no such agreement is reached, MCI shall perform the contractual service as originally agreed.

(4) If the Client is requested by MCI in writing to confirm the change in the scope of services, the Client shall issue the confirmation within seven (7) calendar days in the event of its consent. If confirmation is not given in time, the change in the scope of services shall be deemed not to have been agreed.

(5) If services (planning, software development, assembly) have been rendered by MCI with regard to the originally planned use of a replaced device, these shall be remunerated by the Customer in accordance with the contract.

(6) An increase/decrease list shall be maintained during the project period.

§ 5 Cooperation of the customer

(1) The Client shall ensure that cooperation services required for the provision of the services owed by MCI are provided in good time and free of charge for MCI.

(2) The Client shall name an authorized contact person to MCI in writing. In the event of a change of this contact person, the Client shall notify MCI in writing in good time of the new contact person and the time of the change. This contact person

  • shall be deemed authorized to make or receive legally binding declarations on behalf of the Client and to make decisions binding on the Client, in particular regarding changes to the Services;
  • will immediately review all documents that MCI submits to the Client for review, so that MCI can correct or amend these documents if necessary;
  • will promptly provide MCI with information about the Client that is necessary for the performance of the Services;
  • will notify any need for changes in a timely manner.

(3) The Client shall ensure that employees who support MCI in the provision of services are available at the agreed times. The Client shall be responsible for ensuring that its employees have the necessary knowledge, skills and experience to perform the tasks assigned to them.

(4) If the Client discovers that MCI is working on the basis of incorrect assumptions or that its instructions are incorrect or incomplete, it shall inform MCI of this in writing without delay.

§ 6 Dates, Deadlines, Delays and Force Majeure

(1) MCI shall provide the Client with a provisional schedule based on the information available to it together with the contract offer. Dates and deadlines are non-binding unless they have been expressly agreed as binding in writing in a schedule signed by both parties.

(2) If dates are adjusted due to a change in performance pursuant to § 4, MCI shall no longer be bound by the originally agreed schedule.

(3) The schedule shall also include the expected dates of working meetings of the project management of the Parties. MCI shall prepare minutes of the results of the working meetings and decisions. These should be available to the parties no later than 4 working days after the meetings. Objections to the minutes of results are to be raised immediately and must be in writing. If objections are not raised or not raised in time, the client must prove that the minutes are incorrect in the event of a dispute.

(4) Unless fixed dates are expressly stipulated in the contract, MCI shall only be in default with its obligation to perform if the Client has previously issued a written warning to MCI and a reasonable grace period for performance has expired without success.

(5) If the Client fails to provide a service to be provided by it, or fails to do so on time or in full, then bindingly agreed dates and deadlines for MCI’s services shall be extended accordingly. If the delay by the client leads to additional expenses for MCI, then the client must pay the usual remuneration for this. MCI shall inform the Client without delay of the delay and of any additional costs and expenses already incurred or likely to be incurred as a result of the delay.

(6) If the performance of a contractual service or cooperation service is delayed or temporarily impossible for one party due to circumstances that lie outside its sphere of risk (cases of force majeure, e.g. industrial action, acts of war or terrorism, a network failure for which neither party is responsible), agreed deadlines shall be extended by a period corresponding to the duration of the existence of this circumstance. The affected party shall immediately inform the other party in writing of the impossibility to provide the service. If these circumstances exist for a period of more than 90 days, either party shall be entitled to terminate the contract in writing with immediate effect without notice. If the Client terminates for this reason, the Client shall pay MCI reasonable compensation for services already rendered as well as compensation including costs and expenses already incurred by MCI in connection with the services and which turn out to be useless.

§ 7 Remuneration and terms of payment

(1) The agreed remuneration results from the respective underlying individual contract. Unless otherwise agreed, the remuneration shall be ex works or ex warehouse, excluding packaging, which shall be invoiced separately.

(2) MCI reserves the right to change the contractually agreed prices accordingly if, between the conclusion of the contract and the date of invoicing, there are reductions or increases in significant cost factors in MCI’s calculation of more than five percent deviation, in particular due to exchange rate fluctuations or a change in material costs, e.g. the cost of copper cables. MCI will provide evidence of the changes upon request.

(3) Services provided by MCI at the request of the Client but which are not included in the List of Services (Additional Services) shall, unless otherwise agreed in writing, be invoiced on a time and material basis in accordance with the usual remuneration.

(4) Unless otherwise stipulated in the service specifications, the Client shall, in addition to the remuneration, bear any expenses that are necessary for MCI’s performance of the service or have been arranged by the Client, in particular expenses, travel and accommodation costs of MCI employees. Travel time shall be remunerated to MCI at the agreed hourly rate; in the absence of a corresponding agreement, the Client shall pay the usual remuneration. All taxes, levies, customs duties, costs of payment transactions incurred in connection with the provision of services shall be borne by the Client.

(5) Unless otherwise agreed in the relevant contract, costs for transport and any transport insurance to be taken out are not included in the price.

(6) All amounts are subject to the respective statutory value added tax.

(7) The deduction of a cash discount shall require a special written agreement.

(8) Invoiced amounts shall be due immediately and payable without deduction within 30 calendar days of receipt of the invoice.

(9) In the event of default in payment by the Client, MCI may – irrespective of the statutory rights in the event of default – set the Client a deadline of at least 14 days with the threat of suspending the services in the event of non-payment by the Client. If MCI suspends the services after fruitless expiry of the deadline, MCI is entitled to demand reimbursement from the client of additional costs and expenses incurred in the course of the suspension of services. During the delay in payment § 6.5 applies.

(10) The Customer may only offset or assert a right of retention on the basis of its own claims if its claims have been legally established, are undisputed or acknowledged.

§ 8 Liability, compensation

(1) Compensation for damages in lieu of performance pursuant to § 281 BGB or reimbursement of expenses pursuant to § 284 BGB may only be claimed after MCI has first been set a reasonable deadline for performance or subsequent performance with the declaration that performance or subsequent performance will be rejected after expiry of the deadline, and performance or subsequent performance has not been effected within the deadline set.

(2) The statutory liability for damages due to a guaranteed quality of the services shall not be limited by this contract, subject to the above paragraph 1. In all other respects, the Contractor shall be liable exclusively in accordance with the following paragraphs 3 to 10.

(3) Subject to paragraphs 5 and 6 below, MCI shall have unlimited liability in the following cases:

  • (a) in the event of intent and gross negligence;
  • (b) in the event of culpable breaches of duty by its legal representatives and executive employees resulting in injury to life, limb or health.

(4) Unless a case pursuant to paragraph 3 b) above exists, MCI shall only be liable for ordinary negligence if an obligation is breached, compliance with which is essential for achieving the purpose of the contract. An essential contractual obligation exists if the fulfillment of the obligation makes the proper execution of the contract possible in the first place and the contractual partners may rely on the fulfillment of the obligation (cardinal obligation). This also applies to the actions of vicarious agents. In the event of a breach of a cardinal obligation, liability shall be limited to the amount of the foreseeable damage typical for the contract.

(5) Except in cases of intent, MCI’s liability for loss of profit and other pure financial loss shall be limited to the foreseeable damage typical of the contract.

(6) With respect to software, except in cases of intent, liability for loss of data shall be limited to the typical recovery effort that would have been incurred if back-up copies had been made regularly and in accordance with the risks and to the extent that the Customer has ensured through appropriate data backup measures that the data can be reconstructed with reasonable effort from data material that is kept available in machine-readable form.

(7) The exclusions or limitations of liability pursuant to paragraphs 2 to 7 above shall also apply to non-contractual liability.

(8) Liability under the Product Liability Act shall remain unaffected by the above provisions.

(9) In the relationship between the client and MCI it is the sole responsibility of the client to observe the products and work results delivered by MCI after they have been placed on the market (product observation obligation) and to react to any dangers or hazards. The client is obliged to inform MCI without delay of any defects, problems and/or hazards in connection with the products and work results supplied by MCI. Insofar as damage or injury is caused by a breach of the product monitoring obligation, the client shall be exclusively liable for this.

(10) MCI shall not be liable to the Client for any damage caused by the fact that the third-party companies commissioned and involved by the Client fail to perform their services, or perform them late or improperly.

§ 9 Retention of title and reservation of rights

(1) MCI retains title and all rights to the objects of performance until its claims under the contract have been settled in full. The Client shall immediately notify MCI in writing in the event of access by third parties to the reserved goods and inform third parties of MCI’s rights.

(2) The client shall notify MCI without delay, but no later than after 3 working days, of any attachments or other legal impairments of the objects of performance belonging to MCI in whole or in part.

§ 10 Term and Termination of Contract

(1) In the case of contracts for work and services and contracts of sale, the contract shall not end until the services owed under the contract have been performed in full.

(2) For service contracts, the contract shall be concluded for an indefinite period. Each party may terminate the contractual relationship with the respective agreed notice period. If no notice period has been agreed, the parties may terminate the contract with three months’ notice to the end of the month.

(3) The right to terminate the respective contracts for good cause shall remain unaffected. Good cause shall also be deemed to exist in particular under the following conditions:

  • Insolvency proceedings or comparable proceedings are opened in respect of the assets of the respective other party or the opening of such proceedings is rejected for lack of assets;
  • The other party is subject to insolvency proceedings pursuant to sections 17-19 of the German Insolvency Code (InsO);
  • The respective other party has discontinued its business operations;
  • Judicial recovery measures for the recovery of payment obligations under this contract remain unsuccessful;
  • the other party has failed to remedy or eliminate a material breach of contractual obligations within 30 days despite a written warning, so that the terminating party cannot reasonably be expected to adhere to the contract.

(4) Cancellations of a contract require delivery by registered mail/return receipt.

§ 11 Secrecy obligation

(1) The parties undertake to treat all confidential information of which they become aware during the performance of the respective contract as confidential and to use it only for contractually agreed purposes. The duty of confidentiality shall not apply to such persons who are authorized to take cognizance and are legally or contractually bound to secrecy, or insofar as it conflicts with the exercise of their own claims. Confidential information within the meaning of this provision shall be information, business secrets, documents, details and data which are designated as such or which by their nature are to be regarded as confidential. The term confidential information does not include such information which is

  • are or become in the public domain or in the public domain (except as a result of a breach of this Agreement by the Informing Party or any of its Representatives);
  • was already lawfully in the possession of the Informed Party without any obligation of confidentiality before it received it from the Informing Party; or
  • were provided by a third party entitled to disclose such information without restriction. The existence of any of the foregoing exceptions shall be proved by the party relying thereon.

(2) The Client undertakes to grant access to confidential information of the Contractor only to those employees who are entrusted with the execution of the project. Upon MCI’s request, the Client shall have the employees named in the preceding sentence 1 sign a corresponding confidentiality declaration.

(3) If a party is obliged to make confidential information of the other party available to a public body in the aforementioned sense, the other party shall be informed without delay and, if possible, before the information is released to the public body.

(4) The rights and obligations of paragraphs 1 to 3 shall not be affected by a termination of the respective contract. Both parties shall be obligated to return confidential information to the other party upon termination of the contract or to destroy it at the other party’s discretion, unless it has been properly consumed.

§ 12 Final provisions

(1) There are no verbal or written ancillary agreements to these GTC and to the respective contract.

(2) The following order of precedence shall apply to the contractual agreements relating to the respective contractual relationship:

  • Individual contracts including their annexes;
  • These terms and conditions;
  • Legal regulations.

(3) Amendments or supplements to the respective individual contracts shall require the statutory written form. If they do not satisfy this requirement, they shall be null and void. This shall also apply to amendments to this written form clause. E-mail communication shall not be deemed to be in writing within the meaning of this written form requirement.

(4) These GTC and all individual contracts shall be governed exclusively by the laws of the Federal Republic of Germany.

(5) The exclusive place of jurisdiction for all disputes in connection with the respective contract shall be Hamburg, unless another place of jurisdiction is mandatory by law.

(6) Should any provision of the respective contract be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties shall be obliged to cooperate in the creation of provisions by means of which a result that comes as close as possible to the invalid provision in economic terms is achieved in a legally valid manner. The foregoing shall apply mutatis mutandis to the filling of any gaps in the contract.

II. Special regulations

§ 1 Acceptance of work performances

(1) If MCI provides work and services to the client in whole or in part under the underlying individual contract, the law governing contracts for work and services shall be deemed to have been agreed. Services for work and services are subject to acceptance by the client in accordance with the following paragraphs 2-7. The services to be provided by MCI are only services for work and services if the parties have expressly agreed success in writing.

(2) MCI shall notify the Client in writing of the readiness for acceptance with regard to the respective Services. MCI may demand acceptance of partial services, provided that these are self-contained service sections or the parties have so agreed.

(3) The Client is obligated to immediately verify the contractual conformity of the services rendered by MCI and made available for acceptance. The inspection period shall be five (5) calendar days from receipt by the Client of MCI’s written notification pursuant to paragraph 2 above. MCI shall be entitled to participate in any acceptance or partial acceptance and to supervise the performance of the acceptance tests.

(4) The acceptance shall be documented by an acceptance report. The acceptance report shall contain a conclusive list of the objects of performance to be accepted. The acceptance report shall record all significant and insignificant defects. The acceptance protocol must be signed by the parties immediately after the acceptance has been carried out. Upon signature, the item shall be deemed to have been accepted unless there is a significant defect; a significant defect shall be noted as such in the acceptance report.

(5) Work performances shall also be deemed accepted if the Customer has not given written notice of any defects preventing acceptance within the inspection period specified in Paragraph 3 (error message). § 2.2 of this section shall apply accordingly to the error message.

Defects preventing the acceptance are

  • Errors that result in the service as a whole or the part of the service to be purchased not being usable;
  • Errors which, in the case of important functions, unreasonably restrict or hinder economically reasonable use.

The following defects do not prevent acceptance

  • Errors that have already been identified by the client in the course of the cooperation prior to the performance of the acceptance test and have not been reported to MCI in writing; or
  • Insignificant errors or errors that only insignificantly restrict the intended use.

The assignment of defects to a defect category is made by mutual agreement between the contracting parties.

(6) If the Customer justifiably refuses acceptance, MCI shall rectify the faults preventing acceptance within a reasonable period of time and again notify the Customer in writing that the goods are ready for acceptance. The parties shall then carry out the acceptance test or parts of the acceptance test again and until it is successful. For the elimination of all other defects, § 2.4 shall apply accordingly.

(7) Work performances shall be deemed to have been accepted in any case if the Client

  • uses them within the scope of his business operations before carrying out the acceptance tests, or
  • uses them in the course of his business operations for a period of four weeks after the acceptance tests have been carried out without having given notice of any defects preventing acceptance.

§ 2 Liability for material defects

(1) MCI does not assume any warranty

  • for the compatibility of future additional components acquired by the Contractor, if the respective current version of the software release is not installed on the Customer’s system;
  • if and to the extent that the item purchased or manufactured under the contract is modified without authorization, unless it is proven that the modification was not the cause of the defect;
  • for defects caused by improper use or operating errors.

(2) Defects shall be reported in writing without delay in a comprehensible form, stating the information that is expedient for the identification of the defect. The client is obliged to cooperate fully with MCI in the search for, diagnosis of and remedy of defects. If the client does not comply with this obligation, his rights in case of defects expire.

(3) Any measures taken by MCI for the purpose of mitigating damages shall not be deemed to be an acknowledgement of a defect. Negotiations regarding a complaint shall in no case be deemed to be a waiver of the objection that the notice of defect was not in time, factually unfounded or otherwise insufficient.

(4) MCI shall, at its own discretion, remedy any defects duly notified in due time or supply a replacement (“Subsequent Performance”). Costs incurred in the course of subsequent performance shall be borne by MCI, unless the item has been taken by the Client to a delivery address other than the agreed delivery address and subsequent performance is thereby only possible for MCI at a disproportionate cost.

(5) In the event of defects, the Client may only assert its statutory rights to rescission, reduction of remuneration, damages and/or reimbursement of expenses after it has first set MCI a reasonable deadline for subsequent performance in accordance with paragraph 4 above with the declaration that it will reject subsequent performance after expiry of the deadline, and subsequent performance has not taken place within the deadline set. After the second attempt at subsequent performance has failed, the Customer shall be entitled to withdraw from the contract or to substitute performance. Furthermore, the assertion of claims for damages or reimbursement of expenses shall only be possible if the requirements of § 8 in Section I. are also met.

(6) In the event of rescission or “damages in lieu of performance”, the Purchaser shall delete delivered software from all memories, destroy all copies of the standard software and documentation or return them to the Contractor and confirm both in writing.

(7) MCI may demand compensation for its expenses to the extent that it has acted on the basis of an error message without a defect having existed and/or having been duly proven by the Client.

(8) The provision of spare parts after the expiry of the warranty period shall require a written agreement.

(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The statutory limitation period shall remain unaffected in the following cases:

  • in the case of claims for compensation for bodily injury or damage to health due to a defect for which MCI is responsible or which are based on intent or gross negligence;
  • in the case of claims for damages based on simple negligence, if an obligation is breached, compliance with which is essential for achieving the purpose of the contract. An essential contractual obligation exists if the fulfillment of the obligation makes the proper execution of the contract possible in the first place and the contractual partners may rely on the fulfillment of the obligation (cardinal obligation);
  • if the subject of the contract is a building, an object which has been used for a building in accordance with its customary use or the provision of planning and supervision services intended for a building;
  • in the case of a delivery recourse according to §§ 478, 479 BGB.

(9) Paragraphs 2 to 8 shall apply mutatis mutandis to defects in user manuals and/or other documentation.

§ 3 Rights of use

(1) MCI reserves the property rights and copyrights to all illustrations, drawings and documents. All drawings and block diagrams, all text descriptions as well as the respective list of services and deliveries are only intended for the Customer and may not be passed on to third parties. Even after completion of the contractual relationship, the passing on requires the written consent of MCI.

(2) All rights to software or other performance results, in particular copyrights of ownership and rights of use, shall remain with MCI, unless rights are expressly granted to the client by these GTC or by written agreement. The client acknowledges that the software produced by MCI, including user documentation, is protected by copyright and that it constitutes a trade secret.

(3) The Customer shall receive a non-exclusive, temporally and spatially unrestricted right of use to the software (standard software and individual software) and other service results delivered by MCI, which right of use shall only be transferable if the Customer waives its own use and only with the written consent of MCI.

(4) In the case of the transfer of software from third-party companies that are designated as such (“Third-Party Software”), restrictions on use resulting from the manufacturer’s license conditions attached to this Third-Party Software shall be observed with priority.

(5) Modification of the Software by the Customer is only permissible insofar as this serves to eliminate a defect and MCI is in default with the elimination of this defect or has refused to eliminate the defect. The client may only commission a commercially operating third party with the elimination of a defect, if the elimination of the defect does not lead to the fear that important software functions will be disclosed.

(6) The decompilation (retranslation) of any software code that may have been provided is only permitted for the purpose of establishing interoperability with other computer programs and only if the information required for this cannot be obtained elsewhere. The client must first request such information from MCI or, in the case of third-party software, from the respective manufacturer. MCI is prepared to provide the client with the necessary information, in particular about interfaces to other programs, against separate compensation for the effort involved. This information may be made known to other contractors of the client.

(7) The removal of a copy protection or similar protection routines shall only be permissible if the trouble-free use of the software is impaired or prevented by this protection mechanism. The Customer shall bear the burden of proof for the impairment or prevention of trouble-free usability. The corresponding actions in the sense of sentence 1 may only be left to commercially working third parties if MCI has not complied with the request to eliminate the interference within a reasonable period of time. Insofar as the Client makes use of a commercially operating third party, the provision in the second sentence of Paragraph 5 above shall apply accordingly.

(8) The Customer shall not be authorized to remove or change names, trademarks, serial numbers or other marks serving identification purposes as well as property right notices in the Software. He shall include and reproduce such marks and notices in all copies of the software in the same form as in the original. If the originals bear a notice indicating copyright protection, this notice shall also be affixed to the copies.

(9) The Customer may reproduce the user documentation exclusively for its own use.

(10) The granting of the rights of use requires the complete settlement of all claims of MCI arising from this contract, in particular the payment of the remuneration by the Client.

§ 4 Third party rights

(1) MCI warrants that the objects of performance owed under this contract are free of third-party property rights within the territory of the Federal Republic of Germany and that no other rights exist that restrict or preclude their use in accordance with the contract.

(2) If third parties assert such rights, the Client shall immediately inform MCI thereof in detail and in writing. MCI shall do everything in its power to defend, at its own expense, the Services provided by it or the Software against the asserted rights of third parties or to eliminate the impairment of such rights. For this purpose, Customer grants MCI all necessary powers of attorney and authorizes MCI to do so. If the client fails to comply with his obligations pursuant to sentence 2 above, he shall be obliged to reimburse MCI for any additional costs incurred as a result of the delayed information. MCI is entitled, at its own discretion and at its own expense, to decide alone on the legal defense and settlement negotiations and to satisfy asserted claims at its own expense and at its own discretion, to defend them in court or to terminate the dispute by settlement.

(3) The client may not acknowledge claims of third parties without MCI’s consent. He shall only be entitled to take over the negotiations or the legal proceedings if MCI cannot settle the matter within a reasonable period of time or if MCI gives its consent to this in writing. The Client shall cooperate with MCI and shall reasonably assist MCI in defending the claims or in the negotiations. MCI shall bear Client’s reasonable costs incurred in this regard.

(4) Insofar as defects of title exist, MCI shall,

  • at its discretion, either to acquire at its own expense the rights of third parties which impair the contractual use of the performance and/or software or to eliminate the basis for their assertion by taking lawful measures, in particular to modify or replace the performance and/or software in such a way that it no longer infringes third-party rights, provided that this does not significantly impair the warranted functionality of the performance and/or software;
  • if the Customer itself undertakes the legal defense, to reimburse the costs incurred by the Customer in this respect to a reasonable amount.

Any further legal claims shall remain unaffected.

(5) The liability limitations of § 8 in Section I shall apply to all contractual claims for damages and reimbursement of expenses.

§ 5 Processing

If the delivered item is processed, MCI shall be deemed to be the manufacturer.

§ 6 Service / Maintenance /Other Services

(1) Service and maintenance services shall only be part of the respective contract if this is expressly agreed in writing.

(2) If MCI has been commissioned to perform service and maintenance work, MCI may use other companies with which MCI regularly cooperates for these purposes as subcontractors without the need for the Principal’s consent.

(3) Services to be rendered by MCI are not subject to acceptance. MCI shall submit results of the Services as a draft to the Client for the purpose of granting approval. If the Client does not notify MCI in writing of any change requests within fourteen (14) days after receipt of the results, MCI shall make the results of the Services available to the Client in their final form. If Client notifies MCI of a change request within the release period, MCI and Client will agree on the change request. MCI will take into account agreed changes in the results of the Services and will again make the results of the Services available to the Client.

(4) If the parties have expressly agreed in writing that the delivery of documentation or concepts is a work performance to be rendered by MCI, the Client shall inspect the same within five (5) working days after the final version has been sent and declare acceptance, provided that the documentation does not contain any material errors. MCI shall be notified of any material errors within the period specified in the preceding sentence. § 1.6 of Section II shall apply accordingly. The Documentation and/or the Concept shall be deemed to have been accepted unless the Client notifies MCI in writing of any material errors within the period specified in sentence 1 above.

§ 7 Assembly

If the content of the contract provides for the installation of equipment or parts of equipment on the Customer’s premises, the following provisions shall apply in addition to the above provisions:

(1) The Client shall ensure that the workplace is adequately supplied with light and electricity, as well as the load-bearing capacity of ceilings, walls and floors and the free accessibility of the installation site and delivery routes. He shall provide MCI with at least one telephone connection for exclusive use.

(2) The Customer shall be responsible for the proper handover of Provisions and their functionality.

(3) All rooms are to be handed over to MCI free of dust at the time agreed in the schedule. The dust-free condition is to be documented in a handover protocol in accordance with the following points:

  • All dust and chip generating work must be completed.
  • All construction work has been completed, all breakthroughs completed.
  • There is no construction clearance for MCI in the areas in question.
  • Air conditioning and heating installations are complete, equipment is operational and has completed a test run. The air conditioning ducts have been blown through and the filter mats replaced.
  • Raised floor and flooring work is complete, except carpeting.
  • Wall and ceiling work has been completed.
  • Dust, smoke and dirt transfer (e.g. via air-conditioning, raised floors, routing) are excluded.
  • Delivery and transport of even larger plant components to the dust-free areas must be ensured.
  • Non-specialist companies are only allowed access in agreement with MCI; the key authority is held by the MCI site management.
  • Deviations are to be agreed on a case-by-case basis between project management and MCI site management and recorded.

(4) All necessary structural measures, such as breakthroughs for cable routes, cable trays, fireproofing and air-conditioning equipment and ducts, etc., shall be provided by the Customer. These measures must be carried out on site at the time defined in the schedule as the start of the media technology installations. This also applies to any structural changes to be made, e.g. for equipment delivery routes, etc.

(5) If the installation takes a period exceeding one day, the Client must provide MCI with a lockable room for the temporary storage of equipment and materials. Rooms in which installations are made must be lockable from the start of the installation work until acceptance. The installation of door locks can be carried out by MCI at the expense of the Client.

Severability clause

If any of the above provisions is invalid in whole or in part due to statutory provisions, regulations or changes in the law. All other provisions shall remain unaffected thereby and shall continue to apply in full.

State: 11/2011