As of: February 2015
1. Scope of application
Our training and consulting terms and conditions shall apply to all services (other than service-works, repairs, maintenance start of operations etc.) such as training courses, seminars and similar consulting services (hereinafter collectively: the “Services”) at the customer’s or at M&C’s premises. The training classes and the consulting services are held or rendered by M&C TechGroup Germany GmbH (“M&C”) personnel or by third parties assigned by M&C.
2. Ordering / Cancellation
To order services, the customer must send a valid written order to M&C.
The order must be received at least 14 working days (in case of international orders) or 3 working days (for Services inside Germany) before the actual travel date, unless no additional preparatory arrangements (like materials procurement, vaccination, etc.) requiring additional time for planning and/or preparation are necessary under the circumstances given.
If the customer cancels or postpones the date of the scheduled event, M&C is entitled to charge the customer for the cancelation costs (flights, hotel reservations etc.) incurred until that time. The Customer shall furthermore pay for time regarding the planning and the preparation of the event a fee of at least 20 percent of the total order value. For cancellations that it receives less than one week before the scheduled event, M&C charges a flat fee of 50% of the total value of the order for the planning and preparation costs. Customer shall have the right to prove that the cancellation has caused only losses to M&C lower than 50 per cent of the contract value.
3. Scope of services
We offer customer-specific training as regards our products and as regards their range of application. We also offer training courses regarding service, maintenance and basic repair of our devices.
Our consulting services include support for the configuration of analyser systems and of other customer-specific applications.
4. Confidentiality Obligation / Data Protection
M&C and the customer are obliged, without any time limit, to not disclose and treat in strict confidence any confidential information, e.g. business and trade secrets, they obtain during or in connection with the order or its performance.
All documents marked and/or information referred to as confidential (or which appears to be confidential by its nature) may only be disclosed or made available to third parties with M&C’s prior written consent. M&C and the customer have to make sure that all persons involved in the fulfilment of the contract shall comply with these obligations of confidentiality.
5. Performance of Services
The customer shall provide an adequate location for the performance of the services with space sufficient for the actual number of participants. The room shall be equipped with internet access, data projector and screen.
6.1 Any claims for damage against M&C regarding Services rendered or in connection therewith are excluded subject to the provisions in Sect. 6.2 hereof.
6.2 M&C’s liability shall not be excluded in case of intent, gross negligence or recklessness, amounting to a breach of ancillary contractual duties, in the case of injury to life, body or health of a person or in the case of compulsory liability under the product liability law or other legal provisions as well as in case of a breach of fundamental contractual obligations. Where M&C has caused damage negligently, compensation shall be limited to the reasonable foreseeable and typical damage. The foregoing shall not result in a shift of the burden of proof to the customer’s disadvantage. Any and all claims for damages exceeding the stipulations in this Sect. 6.2 shall be excluded.
6.3 M&C is obliged to the customers to provide neutral advice in the framework of the current laws and regulations, only following the objectives and targets of the customer unless otherwise defined in writing. The M&C services are explicitly and only rendered with respect to M&C products, their contexts, functions and fields of application. M&C takes responsibility for its own products, but not for the functionality, safety or faultlessness of the technical equipment or machinery into which the products have been incorporated or to which they have been connected.
6.4 The customer is obliged to inform M&C of all their technical requirements, digital and analogue interfaces, and of the surrounding conditions at the set-up location for the M&C products. The customer has to make sure that operation, usage and safety requirements of the overall system are taken into account. The customer must inform M&C immediately and unrequested about any special requirements needed for M&C services and the operating of the M&C products. Failing any explicit agreement between M&C and the customer, M&C always assumes that the components and the usage are of average type and quality.
7. Invoicing and payment
Services rendered by M&C will be invoiced immediately after completion. M&C invoices are due and payable immediately upon receipt without any deductions. Invoices will be based on the rates valid at the date shown on the order acknowledgement. If changes in labour costs, social insurance contributions or working times do occur before or during the sessions of the training and consulting services, M&C is entitled to charge the customer with the updated rates. VAT as established by law will be added and indicated separately on the invoice if no other provisions apply (i.e. services outside Germany). In case of training or consulting sessions abroad, the customer will refund taxes and charges related to the services performed.
7.2 Charge rates
For the assignment of M&C personnel, M&C will charge the customer with the rates valid at the date shown on the order acknowledgement, as far as no flat-rate amount and / or special billing rates have been agreed upon. The rates are already pre-tax reduced. In case of charges for expenses according to receipts (e.g. accommodation costs), German tax law applies. The standardized working hours of the M&C personnel are eight hours a day and/or 40 hours a week.
For services within Germany, the following overtime fees will be charged, according to the applicable German ‘Industry-Wide Collective Agreement’ (in German: “MTV” ‘Manteltarifvertrag’):
a) 25% for the 9th and 10th working hour of a day (Monday to Friday) and/or for any working hour on a Saturday until 12:00 PM.
b) 50% for the 11th and further working hours (Monday to Friday); for night work; for work on a Saturday after 12:00 PM and on Sundays.
c) 100% in case of official holidays on regular day-off/non-business weekdays or on Sundays.
d) 150% in case of the following official holidays: Easter Sunday, Whit Sunday and on Christmas holidays and also on the 24th and 31st December after 12:00 PM.
For services performed outside Germany, M&C will invoice additional charges for overtime etc. according to the German legislation.
The customer will be informed separately about the current standard hourly rates. These rates are also applicable to preparation, travel and waiting periods.
7.4 Extra payment for difficult working conditions
According to the ‘Federal collective pay scale for assembly workers’ (in German: BMTV ‘Bundesmontagetarifvertrag’), M&C will charge the customer a surcharge on top of the hourly rates (if applicable) for difficult working conditions such as noise, dirty environment, exposure to fumes, mud etc. The surcharge for such working hours will be listed separately in the hourly time sheet of the M&C personnel.
The daily allowance will be calculated according to the current expense rates, which are recognised by the German tax authorities and/or – in cases of other travel expense accounting models – according to the tax-deductible invoices presented.
For overnight accommodation, customer can suggest or book a good middle-class hotel or guest house according to German standards. Otherwise the M&C personnel will take care of their own appropriate accommodation. The costs of appropriate accommodation shall to be borne by the customer. If the price for the accommodation exceeds the daily allowance according to the current expense rates, the customer shall compensate the additional costs. The M&C personnel shall document and justify these additional costs.
7.7 Travel expenses
The travel costs will be calculated on the basis of travel time and distance, i.e. both the kilometres travelled to and from the accommodation and the place of operation, according to the ‘Federal collective pay scale for assembly workers’ (in German: “BMTV” ‘Bundesmontagetarifvertrag’) in Germany. Upon request, M&C will inform the customer about the current hourly and kilometre rates. The distances will be determined by the location of the plant where the service personnel departs. If the service personnel approaches the place where its services shall be rendered completely or partially by railway, taxi or air plane, the expenses will be invoiced according to the respective receipts. A daily allowance – if any - for travel between accommodation and operation site as well as parking fees will also be invoiced to the customer. According to BMTV, the German service personnel are entitled to travel home to see the family after a period of four weeks stay at the operation site. The costs resulting from such travel shall also be charged to the customer, if applicable.
8. Application of M&C’s General Terms
Additional and subordinate to these terms of Training and Consulting shall also apply the provisions of the M&C terms and conditions of sale and delivery. Terms and Conditions of purchase or any other terms and conditions of the customer shall be excluded even if they have been referred to in the customer’s order or otherwise.
9. Place of Perfomance
Place of performance for all obligations resulting from the contract shall be M&C’s headquarter, Germany.
10. Place of jurisdiction
The exclusive place of jurisdiction for all disputes resulting from or in connection with the contract is Dusseldorf, Germany. This also applies especially for actions on checks or bills of exchange and for proceedings for orders of arrest or temporary restraining orders (preliminary injunctions). M&C is entitled to file suite against the customer or apply for preliminary measures with any court in Germany or abroad which has jurisdiction over the customer or the respective subject matter.
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