General Terms and Conditions of Zeppelin Power Systems GmbH

I. General

Following terms and conditions apply to all deliveries and services by Zeppelin Power Systems GmbH particularly to the sale and delivery of goods, the provision of services (e.g. re-pair, inspection and maintenance) and the provision of tech-nical staff. They also apply to all delivries and services to be provided in the future.
Other terms and conditions shall only become components of contracts if they are expressly included in the contract by way of separate agreement. We hereby object to any terms and conditions which are transmitted by you. We shall not recog-nise these even if we do not object to these again separately once they have been received by us.
Unless otherwise agreed our offers shall be non-binding. The documents associated with the offer such as illustrations, drawings, weights, dimensions and specifications are only approximations and remain non-binding unless expressly de-scribed as binding.
A contract shall only be concluded – unless otherwise ex-pressly agreed – when we issue written order confirmation. If no immediate objection is made to the written order confirma-tion, this shall be decisive for the content of the contract and the scope of the services to be provided. Collateral agree-ments and amendments to the contract must be confirmed in writing by us.
We reserve property rights and copyrights in samples, cost estimates, drawings and similar tangible and intangible infor-mation – including information in electronic form –; these shall not be made accessible to third parties.
Unless otherwise agreed, the respective most recent version of the INCOTERMS shall be decisive for the interpretation of delivery clauses.

II. Cost Estimates, Prices and Payment

III. Delivery/Acceptance

IV. Insurance

You shall ensure that the insurance cover for the object to be worked upon and the provisions of material repaired is main-tained during the period in which the object to be repaired is located at our premises.

V. Delivery and Service Periods

VI. Provision of Technical Staff

Our technical staff shall be selected with the care of a prudent businessman at our due discretion. We reserve the right to exchange our staff.
The normal working hours of our staff are stated in our effec-tive “charge rates for after sales services”. We shall invoice you for any work carried out outside the stated regular working hours separately as overtime. The con-sent of our staff is required to working overtime. If we provide technical staff and do not invoice here for (work to remedy defects, etc.) and if overtime is carried out at your request, you shall bear the additional payments which result here from.
You are obliged to provide our staff with several copies of a receipt with stamp and signature of the timesheet to be sub-mitted to you and to confirm in writing that the work has been completed even if you want to raise objections. Your right to raise objections shall not be affected hereby.
All preparatory work must be complete before commence-ment of our work. You shall provide the equipment, tools and other aids (in particular lifting equipment, scaffolding, energy, grease, cleaning materials, fuel and water) necessary for the work at your own cost in due time before commencement of the work; special tools are exempted of this regulation
If required by the type and scope of the contract, you shall provide our staff with the following in close vicinity to the place of work:

suitable and lockable means of storage to store tools, material, etc.;
suitable and lockable changing rooms with washing fa-cilities;
suitable and furnished offices which can be locked and which are equipped with internet access and
toilets and drinking water at the place of work.

You shall be responsible for the safety of the workplace, observance of the relevant safety provisions and for ensuring reasonable working conditions for our staff. You shall point out particular risks to us which could result from the work. You shall inform our staff about

particular conditions at the workplace under which the contract is to be carried out and about particular risks which could result at the workplace or in using the equipment and tools provided by you and
you will ensure that any reasonable request made by our staff regarding additional safety measures is met.

You shall inform our staff without special request if in the course of the work it is possible that they will come into con-tact with or release hazardous substances or such which pre-sent a health risk. You undertake, in particular, to inform our staff about the use or the existence of asbestos-containing materials in the workplace and give our staff an exact specifi-cation of the solvent-containing materials provided by you for the work.

You are aware that our staff must strictly observe the statuto-ry, trade union and works safety provisions respectively ap-plicable, when carrying out their work. You shall ensure that the conditions of the workplace permit these provisions to be observed.

You alone are responsible for proper disposal of all hazard-ous materials which result from the work carried out by our staff.

7. Non-observance of the above provisions entitles our staff to interrupt their work. Remuneration shall continue to be paid during such interruptions.

8.You shall provide us with all support necessary and reasona-ble to obtain visas and other necessary permits or certificates in order to ensure that our staff can commence work in due time at the place of work and can return to their country of residence. You shall also assist us in handling the necessary customs formalities.

9. Costs

You have to bear also costs of trips home during the period of work. In the case of work abroad, this applies in particular to the Easter, Whit and Christmas public holidays and to a trip home every three months if the work extends over an uninter-rupted period of more than three months. If we are forced to withdraw our staff for a reason for which we are not responsi-ble, you shall also bear the resulting costs hereof.

All costs for the insurance of instruments and tools, personal luggage, telecommunication etc., furthermore special equip-ment, fees for inoculations, additional private health insurance are part of the travel expenses according to this clause.

You shall reimburse all taxes and social charges which are incurred outside Germany and the usual place of taxation of our staff by us or our staff as a result of this contract.

In the event that our staff are injured or fall ill, you shall ensure that they receive the necessary medical care and – if necessary – that they are taken to a suitable hospital and in-form us immediately. You undertake to pay any costs up front (particularly abroad). We will reimburse you therefor in return for the corresponding invoices.

VII. Use of Software / Reverse Engineering

Should the scope of delivery contain software, you shall be granted a non-exclusive right to use the software supplied in-cluding the associated documentation, within the scope of the contract purpose. This right is granted for use with the specific goods delivered. The software shall not be used on more than one system.
You may only reproduce, modify, translate the software or convert it from the object code to the source code to the ex-tent permitted by statute. You undertake not to remove man-ufacturer's data – in particular copyright data – or to alter it without our express consent.
We or the software supplier retain/s all other rights in the software and the documentation including the copies. You shall not be permitted to grant sub-licences.
You may not imitate or commercially exploit any of the deliv-eries in any way (including but not limited by way of so-called “reverse engineering”) or let any other person or entity imitate or commercially exploit any of the deliveries in any way.

VIII. Securities / Retention of Title

We reserve title in all goods delivered and in all accessory and replacement parts and exchange elements until fulfilment of all claims, irrespective of legal grounds, to which we are entitled against you. This shall also apply if you make pay-ments on claims specifically described.
You may neither pledge nor transfer the goods, until the property has not passed to you . You shall notify us without undue delay of any pledges and seizures or other disposals by third parties. You are entitled sell the reserved goods in the ordinary course of business. You hereby assign to us all receivables up to the amount invoiced by us (including VAT) which you accrue from the resale to the customer or third par-ties. The same shall apply for possible claims for damages. You shall still be entitled to collect the receivables after this assignment. However, we reserve the right to collect the re-ceivables ourselves if you do not properly observe your payment obligations.
We shall be entitled to a lien in the object of service which has come into our possession on the basis of the contract owing to our claims arising from the service contracts. The lien can also be asserted on the basis of claims arising from earlier work carried out, replacement part deliveries and other ser-vices to the extent that they are associated with the object of service.
In the event of conduct in breach of contract by you, in par-ticular in the case of delay in payment, we are entitled to cus-tody the goods supplied after issuing a warning and you are obliged to surrender them. If we assert reservation of title or pledge of the goods delivered, this shall not be deemed to be withdrawal from the agreement.
The application for the commencement of insolvency pro-ceedings regarding you or your assets entitles us to withdraw from the contract and to demand immediate return of the goods delivered.
In the event that the exploitable value of our goods under reservation of title should exceed our total receivables against you by more than 20 %, we shall release the goods under reservation of title upon your request, if separable, up to the value threshold mentioned.
If the reservation of title agreed here or the assignment is invalid under the law of the country to which the reserved goods are delivered, the corresponding security agreed for the reservation of title and assignment in this country shall be deemed agreed. The security must be provided in each case in such a way that the rights of the supplier are also guaran-teed in the event of insolvency. If your cooperation is required to obtain such rights, you undertake to take all measures nec-essary to justify and maintain these rights.

IX. Warranty / Provisions / Liability / Statute of Limitations

To preserve your warranty claims you shall inspect the goods delivered and protest against defects according to section 377 German Commercial Code. If you omit to protest against defects, the goods shall be deemed to have been accepted, unless the defect is one which could not be recognised on in-spection. If such a defect is discovered later, you shall inform us within one week after discovery. Otherwise, the goods shall also be deemed to have been accepted with regard to this defect. In case of the delivery of goods which shall be installed in another property, the inspection owed by you according to section 377 German Commercial Code shall be carried out prior to the installation. In the same way, you shall be obliged to inform us, without delay, after detection of any damages attributable to us, which are caused due to breach of duty during contract nego-tiations (culpa in contrahendo), breach of other obligations and actions of tort. In the event that you should default on such notification, you shall lose all and any claims based on damages in question.
You shall also inspect all other deliveries and services pro-vided by us, in particular services if there are any defects, you shall inform us thereof without undue delay. If you omit to inform us, the service provided by us shall be deemed to have been accepted, unless the defect is one which could not be recognised on inspection. If such a defect is discovered later, you shall inform us without undue delay after discovery. Otherwise, the service provided by us shall also be deemed to have been accepted with regard to this defect.
If any defect should be prevalent, we shall be entitled to, at our own discretion, select supplementary performance through elimination of defect (rectification of defect) or deliv-ery of defect-free goods. No claim on supplementary perfor-mance or any specific manner of handling such supplemen-tary performance shall exist. In the event that the purchase price has not yet been fully or only partially paid, subsequent performance may – by taking into account the defect assert-ed – be made subject to the condition that part of the pur-chase price be paid. Subsequent performance shall at the earliest be deemed abortive after the second attempt has failed, if no further at-tempts to subsequent performance should be appropriate or reasonable upon you due to the subject matter of the con-tract. Claims for compensation of damages based on defect may only be asserted by the buyer once subsequent perfor-mances have proven to be abortive under the regulations set forth under clause X.
We shall only bear expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the purchase price of the goods and do not exceed 150 % of the value of the goods. Expenses of the buyer for the self-remedy of the defect are excluded, without the legal requirements for this being fulfilled. We shall only assume expenses in accordance with the costs of dismantling and assembly insofar as the contract is a con-sumer good purchase. We do not assume expenses incurred because the sold goods have been taken to a place other than your registered office or your branch, insofar as these exceed the expenses normally incurred within Germany.
Used objects of purchase shall, if nothing to the contrary has been agreed, be sold under exclusion of any and all warranty whatsoever. This shall also then apply, if the purchased ob-ject should not reflect any apparent defects, which were not specified in the contract of purchase at the point in time of handover or upon conclusion of the contract. Remanufactured and reconditioned parts shall be deemed to be used objects within the definition of this regulation.

X. Liability

In the event of slightly negligent breach of contractual obliga-tions, which in the first place permits due and proper perfor-mance thereof and where compliance therewith is regularly trusted by a purchaser and may be trusted (cardinal obliga-tions/-fundamental contractual obligations); our liability shall be limited to predictable and typically occurring damage ac-cording to such type of performance. In the event of slightly negligent breach of non-fundamental contractual obligations our liability shall be precluded. Compensation for consequential damages, e.g. lost profits, in case of a slightly negligent violation of obligations shall be precluded. The same shall apply to grossly negligent breach of obliga-tion against minor contractual obligations caused by our ordi-nary vicarious agents. This limitation of liability and non-liability shall also apply to claims based on fault at the time of concluding the contract (culpa in contrahendo), other breach of obligations and tort. This shall not apply to cases of health effects, human injury or loss of life attributable to us or claims in terms of product liability law.
Our liability shall under all circumstances be limited to a maxi-mum sum of liability to the aggregate of 100% of the particu-lar contract value, except in the case of intent or gross negli-gence by our organs or executives and in the case of health effects, human injury or loss of life, in the case of claims based on the product liability laws. Any higher maximum amount of liability shall expressly be agreed in the written form.
We shall not be liable for damages, which are caused by sole fault of any person deployed by you, even not if such indi-vidual should be supervised by our technical staff and receive instructions at the time of rendering services.
The limitation of liability and the exclusion of liability men-tioned hereinbefore shall also apply to claims against our staff, employees, labourers, representatives and vicarious agents.

XI. Limitation

Subject to deviating written agreement, claims due to you based on defect shall become statute barred at the latest af-ter 12 months. This limitation deadline shall commence upon delivery of objects, however at the latest on the day of taking delivery and in the case of rendering other services, on the day of acceptance.
Claims arising from fault at the time of concluding the con-tract (culpa in contrahendo) and other breach of contractual obligations shall become statute barred at the latest after 24 months. Limitation deadline shall commence on the day on which you become aware of the circumstances constituting such claim or should have become aware of such circum-stances, if you were not grossly negligent. Irrespective of your knowledge or grossly negligent lack of knowledge, such claims shall become statute barred, with the exception of claims based on health effects, human injury or loss of life or deprivation of liberty at the latest after 5 years as of its emer-gence. This provision shall not be applicable to claims arising from or in connection with product liability.
In deviation of § 212 Para. 1 No. 1 “BGB”, the statute barring limitation period set forth in the provisions hereinbefore as regards claims you are entitled to shall solely be revived, if we expressly acknowledge such claims to you in writing.
The before mentioned statute barring regulations shall also apply to claims against our staff, employees, labourers, rep-resentatives and vicarious agents.

XII. Export control

The contract shall be subject to the condition precedent that any necessary export licences are issued by the competent authority or that it is established that an export licence is not required. In addition, the contract is subject to the condition precedent that no other applicable embargo or sanction pro-visions conflict with the performance of the contract. You are obliged to provide immediately all information and docu-ments required for the export or transfer cross-border within the European Union if we take on the application for the per-mit. Deadlines and delivery times shall be extended accord-ingly due to delays due to export inspections or licensing procedures as well as culpably delayed provision of the in-formation and documents required for export or shipment.
You are obliged to comply with the applicable regulations of national and international (re-) export control law when pass-ing on the goods supplied by us (hardware and/or software and/or technology as well as associated documents, irre-spective of the manner in which they are provided) or the work and services provided by us (including technical sup-port of any kind) to any third party in Germany and abroad. In particular, you comply with Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine, as amended, Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive measures against President Lukashenko and certain officials of Belarus, as amended, and Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures against actions undermining or threatening the territorial integrity, sovereignty and inde-pendence of Ukraine, as amended.
Please be advised that due to the possibility of US-American percentage of the goods, the US-American re-export law could be applicable. A resale to Iran, North Korea and Syria which is subject to the economic, trade or financial sanctions or embargos adopted by the United States of America with regard to Iran, North Korea and Syria is prohibited to the ex-tent that it is not contrary to European or German legal provi-sions, in particular Council Regulation (EC) No. 2271/96 of 22 March 1996 on the International Sale of Goods (IPPC). No-vember 1996, last amended by the delegated regulation (EU) 2018/1100 of the Commission of 6 June 2018 (EU Blocking Regulation), as well as § 7 of the Foreign Trade and Pay-ments Regulation."
You shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in Russia, Belarus, Iran, Syria, North Korea any goods supplied under or in connec-tion with this contract especially if they fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

You shall undertake to do your best efforts to ensure that the purpose of the forgoing paragraph is not frustrated by any third parties further down the commercial chain, including by possible resellers.
You shall set up and maintain an adequate monitoring mech-anism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of the forgoing paragraphs.
Any violation of clause XII.4.(1), (2) or (3) shall constitute a material breach of an essential element of the contract, and we shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of the contract; and (ii) a penalty of 15 % of the total value of the conttract or price of the goods exported, whichever is higher.
You shall immediately inform us about any problems in ap-plying the foregoing paragraphs, including any relevant activi-ties by third parties that could frustrate the purpose of the foregoing paragraphs.
You shall make available to us infor-mation concerning compliance with the obligations under this paragraph within two weeks of the simple request of such information.

Furthermore, you warrant that the deliveries and/or parts thereof to be transported under this contract may not and will not be transported through the territory of Russia and/or oth-er embargoed countries unless you have obtained export li-cences from the competent authorities of the respective country for the transit of the deliveries through the territory of Russia. Prior to the delivery date of the supplies and services or parts thereof (in case of partial delivery), you shall provide us with transport documents confirming the transport route of the supplies and the absence of Russia and other embar-goed countries (for the transit of the supplies) on this route. Such documents can be the description of the transport route confirmed by you, the transport application and its confirma-tion by the customer with details of the transport route (con-firmed transport order) as well as other transport documents.
You shall indemnify us and/or the manufacturer of the goods and services against all claims, fines, penalties, damages, losses and liabilities arising from your failure to comply with Clause XII. Failure to comply with any part of Clause XII shall constitute a material breach of the contract.
You shall be liable for breach of any of the above representa-tions and/or warranties. You shall indemnify us unconditional-ly for all losses, damages, fines and costs incurred by Zep-pelin and/or any company of the Zeppelin Group in connec-tion with any breach attributable in whole or in part to your breach of any representation or warranty.
If, prior to the actual delivery of the goods and services and/or their parts to you, we discover that any of the above representations and/or warranties do not correspond to the actual circumstances and/or you have not provided an ac-ceptable written confirmation of compliance with the said rep-resentations and warranties within 5 (five) working days of re-ceipt of the request from us, we shall have the right to unilat-erally terminate this contract in whole or in part by written no-tice to the customer. Any such repudiation shall be deemed lawful and shall not give rise to any liability on our part. In addition, we shall have the right to recover damages incurred in connection with the termination of this contract.

XIII. Supply chain security

You warrant that you are an Authorised Economic Operator (AEO-F or AEO-S) or that you fulfil the following require-ments regarding supply chain security:

good, which are produced, stored, forwarded or carried by our order, which are delivered to us or which are taken for de-livery from us,
are produced, stored, prepared and loaded in secure business premises and secure loading and shipping ar-eas, and
are protected against unauthorized interference during production, storage, preparation, loading and transport

Furthermore, you warrant that reliable staff is employed for the production, storage, preparation, loading and transport of these goods, that business partners who are acting on your behalf are informed that they also need to ensure the supply chain security as mentioned above and that this also applies to service providers at your location.

2. The AEO-F or AEO-S certificate has to be proven immediate-ly, at the latest upon first delivery by way of submitting a copy of the official certificate. In case you are not an Author-ised Economic Operator, you will immediately, at the latest upon first delivery, submit a security declaration according to which you undertake to comply with the above stated re-quirements regarding supply chain security. Once you do not comply with the requirements stated in the security declara-tion anymore, you shall inform us immediately.

3. You hereby undertake to comply with the Zeppelin Code of Conduct for Suppliers and the Zeppelin Code of Conduct for Business Ethics and Compliance in the context of all busi-ness relationships (including contracts existing in this con-text) with ZPS. The current version is available for download on the homepage of ZPS (www.zeppelin-powersystems.com) and will be sent to you upon request.

XIV. Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany shall apply ex-clusively to all legal relationships between you and us. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The place of jurisdiction for all legal relationships between you and us shall be Hamburg. However, we are entitled to file claims against you at any place where there is jurisdiction against you on the basis of the applicable legal provisions.

XV. Miscellaneous

This agreement does not grant rights to third parties. An assignment of rights and claims under this agreement by you requires our prior written consent to be valid.
We collect and process data from you, which may possibly also have a personal reference. Corresponding information on data protection in accordance with Art. 13 GDPR (obligation to provide information when collecting data) can be found under the following link https://www.zeppelin-powersystems.en/data-privacy/.
Foreign principals shall submit a certificate without undue delay which states that the goods are to be sent abroad. If it is not possible to obtain such a certificate, you or the party instructed by you must confirm on the transfer papers or the delivery note receipt of the goods and that the goods will be shipped abroad. This also applies in the event that you collect the goods yourself. In the event of non-observance of this provision or non-fulfilment of other preconditions for VAT-free delivery, we must charge you VAT at the rate applicable in the Federal Republic of Germany which must then in this case be paid to us with the invoice amount.
In the event that individual contractual provisions should be entirely or partially invalid or become invalid, the remaining part of this agreement shall not be affected thereby; this shall also apply in the event that it should transpire that this con-tract contains any gaps. Any entirely or partially invalid provi-sion shall be replaced by an appropriate provision, which – insofar as legally possible – comes as close as possible to the intent of the contractual parties or which the parties would have agreed upon within the objective of this agreement, if such event should have been contemplated at the time of contractual conclusion. The same shall apply to filling any gaps contained in this contract.
In the event of any deviance of this English version of the General Terms and Conditions from the German original ver-sion only the German original version shall be relevant and binding.

As of July 2024

General Terms and Conditions of Zeppelin Power Systems GmbH

I. General

II. Cost Estimates, Prices and Payment

1. Cost Estimates

2. Prices

3. Payment / Default

III. Delivery/Acceptance

1. Deliveries of Goods / Remanufactured Parts

2. Service Level / Obligation to co-operate

IV. Insurance

V. Delivery and Service Periods

1. Delivery Periods / Default in Delivery

2. Completion dates for Services

VI. Provision of Technical Staff

VII. Use of Software / Reverse Engineering

VIII. Securities / Retention of Title

IX. Warranty / Provisions / Liability / Statute of Limitations

X. Liability

XI. Limitation

XII. Export control

XIII. Supply chain security

XIV. Applicable Law, Place of Jurisdiction

XV. Miscellaneous

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Portfolio

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Company

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Zeppelin Group

Zeppelin Group

General Terms and Conditions of Zeppelin Power Systems GmbH

I. General

IV. Insurance

VI. Provision of Technical Staff

VII. Use of Software / Reverse Engineering

VIII. Securities / Retention of Title

IX. Warranty / Provisions / Liability / Statute of Limitations

X. Liability

XI. Limitation

XII. Export control

XIII. Supply chain security

XIV. Applicable Law, Place of Jurisdiction

XV. Miscellaneous

II. Cost Estimates, Prices and Payment

1. Cost Estimates

2. Prices

3. Payment / Default

III. Delivery/Acceptance

1. Deliveries of Goods / Remanufactured Parts

2. Service Level / Obligation to co-operate

V. Delivery and Service Periods

1. Delivery Periods / Default in Delivery

2. Completion dates for Services