GTC KHS Polska Sp z o.o. English
General Terms and Conditions of Procurement
These General Terms and Conditions (hereinafter referred to as "GTCs") shall apply to orders placed by KHS POLSKA Sp. z o.o. with its registered office in Warsaw (02-520) at Wiśniowa 40/1, entered into the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS number: 496322, holding tax identification number (NIP): 5213665269 and statistical number (REGON): 147090294 (hereinafter referred to as "KHS").
The GTCs consist of:
a general part (Part A) containing regulations that apply to all contracts or agreements, irrespective of the type of services agreed.
the provisions relating to Special Services (Part B) which apply in addition to the Special Services Orders (Special Services shall mean all services so defined in the Contract).
Part A - General
§ 1 - Scope
1) The GTCs apply to all orders placed by KHS (hereinafter: "Orders") for: deliveries, procument-related services, special services, company deliveries or services (hereinafter: "Services" or "Deliveries").
2) The GTCs shall apply to public and private law entities, except for consumers and entities to which consumer legislation applies (hereinafter the "Contractor").
3) As a result of the acceptance of the Order by the Contractor expressly or impliedly in the form of the execution of the Order in whole or in part, a Contract is concluded with KHS on the terms and conditions set out in these GTCs (hereinafter: "Contract"). The GTCs form an integral part of any agreement concluded as a result of the acceptance of an Order. To exclude the application of the GTCs, as well as to exclude the application of only certain provisions of the GTCs, requires, under pain of nullity, the written consent of KHS.
4) In the event of the invalidity, ineffectiveness or other exclusion of the application of certain provisions of the GTCs, the remaining provisions of the GTCs shall form an integral part of the contract.
5) In the event of an amendment, supplement or other additional agreement concerning any of the provisions of the GTCs, as well as in the event of differences between the provisions of the contract and the provisions of the GTCs, the provisions set out in the contract shall be binding on the Parties, and the remaining provisions of the GTCs shall be otherwise binding.
6) Any changes, additions or additional arrangements to the GTCs require, under pain of nullity, the written consent of KHS.
7) KHS shall not be bound by any terms and conditions communicated by the Contractor, whether or not communicated or contained in the Order acknowledgement, quotation, specifications or similar documents, and the Contractor waives any rights it may have under such terms and conditions. In particular, KHS shall not be bound by any conflicting or additional general terms and conditions of the Contractor or other regulations in other documents of the Contractor which differ from the GTCs, even if KHS does not expressly object to these terms and conditions or accepts the Order without reservation.
8) Additional agreements, declarations or statements made by KHS employees or other persons acting on behalf of KHS which go beyond the written agreement require written confirmation by persons authorised to represent KHS to be valid.
9) These GTCs are publicly available on the KHS Group website: www.khs.com under contacts and are attached to the Purchase Order or written contract of which the Contractor is informed before the conclusion of the contract. By accepting the Order and thereby concluding the contract, the Contractor or the person acting on its behalf confirms that the GTCs have been made available to the Contractor before its conclusion. The Contractor is aware of and agrees fully with the contents of the GTCs and accepts the GTCs in their entirety as an integral part of the contract and is bound by them. The Contractor's acceptance of the GTCs at the time of the first Order implies its agreement to be bound by the provisions contained in the GTCs, also concerning subsequent Orders.
§ 2 - Offers, orders and other declarations
1) All quotations and estimates are free of charge and non-binding on KHS.
2) The award of an order to the Contractor is generally made by submitting an Order in the SAP system. The Order can be provided by KHS in written form or documented by e-mail.
3) The Contractor's acceptance of the Purchase Order and agreement to the terms and conditions of performance in accordance with the Purchase Order (hereinafter referred to as the "Confirmation") shall be made in writing or documentary form.
4) Confirmation of the Order from KHS in accordance with the provisions of the GTCs shall result in the conclusion of an Agreement between KHS and the Contractor.
5) If the Confirmation contains other terms and conditions than those of the Order, the Contractor shall expressly draw attention to this in the Confirmation, indicating the deviations from the Order. KHS shall only be bound by the deviation if KHS expressly agrees to it in an individual case in written or documentary form. The acceptance by KHS of the resulting Deliveries or Services or payment without reservation shall not be deemed to be consent to the aforementioned deviations from the Order.
6) If the Order on the part of KHS has been preceded by a corresponding offer from the Contractor and the Contractor does not object to the Order within 2 working days of receipt, the Confirmation shall be deemed to have been granted. If there is no prior offer from the Contractor and the Contractor does not submit an Acknowledgement in written or documentary form within 5 working days of receipt of the Order, the order from KHS shall lapse.
7) KHS may withdraw from the Contract up to 2 weeks before the agreed start date of the Order. In this case, KHS will reimburse, based on an invoice issued by the Contractor, the approved expenses that the Contractor has already incurred to the extent necessary for the execution of the Contract. The documented expenses will form an attachment to the invoice. The Contractor waives any further claims against KHS on this account.
8) The Contractor undertakes to be flexible in making bookings related to travel necessary for the performance of the Contract (e.g. flights, car rental, hotels, etc.) and to generally avoid rebooking or cancellation costs.
9) All documents relating to the performance of the Contract (in particular those to be provided by the Contractor), including documentation, must be in Polish, German or English, unless otherwise expressly agreed in the Purchase Order or the Contract.
10) The Incoterms in the version in force at the time of the conclusion of the Contract shall apply to the interpretation of the commercial clauses.
§ 3 - Amendment of the Agreement
1) Changes or additions to the scope of the Agreement are subject to change management in accordance with this paragraph.
2) If KHS wishes to amend the content of the Agreement, the procedure is as follows:
a) KHS shall notify the Contractor of any proposal for change in writing or documentary form.
b) The Contractor shall familiarise itself with the change proposal, determine the consequences of the change and inform KHS in writing or documentary form of the requested change in the scope of the performance covered by the Contract, the impact of this change on the remuneration (additional or reduced costs) and the impact on the stipulated deadlines.
c) KHS shall, within 1 week, either confirm in writing or documentary form by e-mail the amended terms of the Contract as specified by the Contractor in accordance with (b) above or reject them.
3) If KHS accepts the proposal to amend the Contract in accordance with clause 2(c) above, the Contract shall be amended accordingly. If KHS rejects the amendment or does not respond within the aforementioned timeframes, the Contractor shall continue to perform the Contract as originally agreed in the Purchase Order.
4) KHS reserves the right to postpone and reschedule the Contract. In this case, the procedure set out in 2) above shall not apply. KHS will reimburse, based on an invoice issued by the Contractor, the approved expenses that the Contractor has already incurred to the extent necessary for the execution of the Agreement. The documented expenses will form an attachment to the invoice. The Contractor waives any further claims against KHS on this account.
5) The Contractor may only invoice for additional works and/or additional work if the Contractor has given prior written or documentary notice to KHS and KHS has given written or documentary approval. Once permission has been granted, the Contractor will receive a separate written Order in SAP for the notified additional work and/or additional work. Settlement will be at the hourly rates or lump sum remuneration agreed in the Purchase Order.
§ 4 - Deliveries, deadlines and delivery times
1) Unless otherwise agreed in the Contract, the Delivery/Service shall be made on an Incoterms DAP basis to the place of delivery specified in the relevant order ("Place of Delivery").
2) Partial performance of Deliveries/Services as part of the performance of the Contract is not permitted unless KHS has expressly agreed to this in written or documentary form. If KHS has given its consent, the Partial Deliveries / Partial Services must be marked as such.
3) Deliveries made under the Contract must be packaged by the Contractor in such a way as to protect them from typical damage in transit. The Contractor shall insure such deliveries for transport.
4) The agreed delivery dates and times or performance dates and times ("Delivery Dates") are binding and form an integral part of the Contract. The decisive factor for meeting a Delivery Deadline shall be the handover of the Services or Deliveries covered by the Contract to KHS by the respective Delivery Deadline at the agreed Delivery Location. Earlier Delivery is not permitted unless KHS agrees to this in writing. If the Delivery/Service requires acceptance, the relevant Delivery Date is met if the Contractor makes the Contractual Services available to KHS on the Delivery Date ready for acceptance in accordance with the Contract.
5) The Contractor is obliged to inform KHS immediately if it is likely to be unable to meet the agreed Delivery Times. In doing so, it is obliged to inform KHS of the reasons for the delay and the expected duration of the delay.
6) KHS shall be entitled to request partial Delivery / partial Performance by the Contractor at no additional cost, provided this will reduce the extent of any delays in performance unless such partial Delivery / partial Performance of Services is unacceptable to the Contractor. The obligation to meet the Delivery Dates shall remain unaffected.
7) In the event of non-compliance with the agreed Delivery Deadline, the rights of KHS - in particular the right to compensation and withdrawal from the Contract - shall be governed by generally applicable law.
8) If the Contractor fails to meet the Delivery Deadline or any other deadline specified in the Agreement, KHS shall be entitled to claim a contractual penalty from the Contractor amounting to 0.3% of the agreed net price of the delayed Delivery or Performance for each week (or part thereof) of delay, up to a maximum of 5.0% of the agreed net price of the delayed Delivery or Performance.. Further claims for damages shall remain unaffected and KHS may claim damages above the contractual penalties on a general basis. However, contractual penalties already paid shall be set off against these claims.
9) Acceptance of delayed Deliveries or Deliveries without reservation shall not constitute a waiver of contractual penalties and the right to further claims for damages.
10) The Contractor shall comply with the applicable export and import control regulations, customs and foreign trade regulations and relevant laws, regulations and requirements, and shall ensure that all import and export licences and/or permits necessary for the performance of its obligations are obtained.
11) The Contractor may only invoke a breach by KHS of its duties of cooperation if these have been previously indicated in a written request and have not been fulfilled within not less than 14 days.
12) Force Majeure at KHS shall be understood as unforeseeable circumstances or events of an extraordinary nature which could not be prevented by KHS and the occurrence of which affects the performance of the concluded Agreement or parts thereof as agreed by the parties, in particular, Force Majeure at KHS shall be labour disputes, riots or other circumstances for which KHS is not responsible and which lead to disruptions in production at KHS or the place of KHS’ customers. Such circumstances relieve KHS of its obligation to accept the Services, Deliveries or to pay compensation for the duration and to the extent of their consequences - in the event of Force Majeure at KHS, KHS shall not be liable for the non-performance or improper performance of the Contract caused thereby.
§ 5 - Use of subcontractors, compliance with applicable legislation
1) The Contractor shall only be entitled to use subcontractors with the prior written consent of KHS.
2) The Contractor shall be fully liable for the subcontractors whose services it uses to the same extent as for its own actions.
3) The Contractor may only employ workers who are not listed on the relevant national, EU and US sanction lists in accordance with the Foreign Trade in Goods Regulations. If subcontractors are used, the Contractor shall ensure that the above requirement is equally met.
4) The Contractor must comply fully with all legal regulations applicable at the place of performance or Delivery. This applies in particular to regulations concerning minimum wages, social security, taxes, working hours and work permits. Violations shall be the sole responsibility of the Contractor. At the request of KHS, the Contractor shall provide evidence of compliance with the aforementioned obligations. If subcontractors are used, the Contractor shall ensure that the above-mentioned requirements are met equally.
5) Should KHS be sued by third parties for infringement of applicable laws by the Contractor and/or a subcontractor employed by the Contractor (or any third party makes a claim against KHS relating to infringement of the law), the Contractor shall indemnify KHS to the fullest extent possible against this claim or pay damages.
§ 6 - Accident prevention
1) The Contractor shall comply with all statutory and contractual accident prevention and health and safety regulations. It must ensure that there is no risk to the health and safety of the personnel employed by it and its subcontractors to carry out the Work or the Delivery, as well as all other persons who are in the working area.
2) The Contractor, particularly if it is an installation company, shall, before commencing the performance of the Contract, provide a statement regarding compliance with health and safety requirements by its employees and subcontractors
3) The safety instructions of the client's safety personnel or the KHS site management must be complied with immediately. Any non-compliance may result in a ban on on-site work or a ban on access. The Contractor shall bear any additional costs that occur as a consequence of this ban.
4) In the event of non-compliance with occupational safety and environmental regulations and rules, or if defects or faults occur and are not rectified by the Contractor even after a reasonable time has been set, KHS may terminate the Contract with immediate effect.
§ 7 - Retention of title
Unless otherwise agreed in the Agreement, KHS acquires ownership rights at the moment of transfer of the Deliveries/Services (even partially) at the agreed Delivery Location. This applies even if the Deliveries/Services require acceptance by KHS.
§ 8 - Remuneration and settlement
1) KHS shall pay the Contractor the agreed remuneration for the performance of the Contract. Unless otherwise agreed, the remuneration is a fixed lump sum price, which includes all services and additional Services or Deliveries of the Contractor (e.g. assembly, build-up and costs of the equipment provided), all incidental costs (e.g. proper packaging, transport costs and insurance costs) and taxes.
2) In the case of Contracts that are billed on a time basis, payment shall be made based on an invoice and the submission of confirmations of the performance of the Services or Deliveries completed by the Contractor andcountersigned by the site manager from KHS. The Contractor shall use the template provided by KHS for the confirmations of Performance or Deliveries. Acknowledgements of the performance of Services or Deliveries must be completed correctly and submitted weekly to the site manager from KHS for signature. Acknowledgements of the performance of Services or Deliveries without the signature of the site manager from KHS will not be accepted.
3) In the case of Services or Deliveries which are subject to acceptance and for which time-based billing has been agreed, payment shall be conditional on a fault-free acceptance report signed by the site manager with KHS and a signed confirmation of completion of the Services or Deliveries by the site manager with KHS.
4) Invoices for Contracts that are billed according to time records will be issued for monthly periods (the billing period is the calendar month).
5) Invoices must be issued no later than 28 calendar days after the performance of the Delivery or Service unless otherwise agreed in the Order. If the object of the Supply or Performance covered by the Order, in addition to the Supply of goods, is also the provision of assembly services, the remuneration due for the supply of goods and the assembly service shall be shown on the invoice together as a comprehensive service. The payment period is 30 days from receipt of the invoice.
6) Without the written consent of KHS, the Contractor may not assign its claims under the Contract to third parties either in whole or in part.
7) The term "taxes" shall include all direct or indirect taxes, duties, fees and/or other tax fringe benefits of whatever kind (including, but not limited to, corporate income taxes, stamp duties, acquisition taxes, withholding taxes, registration taxes, import duties, sales taxes, social security contributions, etc.) that are levied and assessed under applicable law in respect of all Deliveries and/or Deliveries listed in the Contract, or in respect of any regulated payment.
8) If there is a legal obligation to withhold tax at source in the country of application, such withholding tax shall be withheld based on local tax laws and paid to the competent tax authority. The withholding tax rate shall be reduced in connection with the applicable double tax treaty, provided that the conditions necessary for the reduction of the withholding tax rate on the part of the Contractor (e.g. the existence of a certificate of residence) are met before the first payment is made. A tax confirmation or tax certificate for withholding tax shall be made available to the Contractor upon request and only after final acceptance by KHS and approval of the final invoice.
9) If, in the case of a final invoice, it is determined that the payment made to the Contractor was too high, the Contractor shall, upon receipt of notification from KHS, immediately, and at the latest within 14 days, refund the unduly transferred/settled excess to the bank account provided by KHS.
10) KHS shall be entitled to withhold payment until an agreement for the transfer of economic copyright has been concluded with the Contractor in accordance with § 10 GTC.
§ 9 - Control of acceptance of goods
Inspection of Deliveries/Performance by KHS upon receipt of the goods shall be limited to verifying that the quantity delivered complies with the Purchase Order, that the Delivery or the subject of the Performance does not show obvious, externally visible transport damage and that the subject of the Delivery or the Performance complies with the Purchase Order. KHS is obliged to notify the Contractor of such defects as soon as they are discovered, in accordance with the conditions of proper business conduct. In any case, a complaint of defects is made in time if it is sent within five (5) working days after delivery of the delivery to KHS and subsequently delivered to the Contractor. In the case of latent defects, this period runs from the time of discovery. KHS does not have any obligations beyond this to investigate or make a claim.
§ 10 - Guarantee and warranty
1) The Contractor guarantees that the Deliveries/Services are free from physical and legal defects. The Deliveries/ Services must be characterised in all respects by the properties agreed in the Contract, must comply with the relevant laws, directives and standards and the current state of science and technology, must be of high quality in terms of type and quality, must meet the requirements of the Contract and must be suitable for the respective purpose of use and place of application.
2) If the Deliveries/Services are defective, KHS shall have unrestricted rights to assert claims for defects and faults. The Contractor shall, in particular, be obliged to rectify all defects and faults occurring during the warranty period at the discretion of KHS and within a reasonable time set by KHS by rectifying the defect (repair) or delivering a defect-free item (supplementary delivery).
3) If the Contractor does not fulfil its obligation to rectify the defect or defect in response to the first complaint from KHS or the defect/defect is not rectified, KHS may rectify the defect/defect itself or have it rectified by a third party at the Contractor's expense and risk.
4) The Contractor shall bear the costs and expenses required for the supplementary performance, in particular the costs of transport, travel, labour and materials and the costs of retrofitting.
5) KHS's entitlements under the warranty described in 1) - 4) above shall expire 36 months after the contractual delivery/performance.
6) Notwithstanding the warranty, KHS shall be entitled to the statutory warranty rights for physical and legal defects (hereinafter the "Warranty"), whereby the Contractor shall be liable under the Warranty if the physical defect is discovered before the expiry of 48 months from the date of Delivery/Service.
§ 11 - Transfer of rights
1) If the Contractor's performance of the Contract results in the creation of any work within the meaning of copyright law or any other object of intellectual property protection, as part of the contractual remuneration, the Contractor undertakes to transfer to KHS by written agreement no later than the handover of the Deliveries/Services all intellectual property rights of use and exploitation for all known uses and ownership of all results of the work created under the assignment. This applies accordingly to the transfer of the right to patent, the right to grant a patent and the right arising from a patent, if and to the extent that the results of the work include the respective inventions, and any other rights of use and exploitation arising from the Deliveries/Services to the Contractor.
2) The results of the work include in particular, but not exhaustively, data processing programs, written documents (e.g. documentation and manuals), software descriptions (e.g. general specifications, preliminary and detailed specifications), presentations of a scientific or technical nature (e.g. plans, sketches, tables), training materials, other visual and linguistic works, even if they are not protected by copyright (e.g. simple photographs), databases and designs of such objects.
§ 12 - Infringements of copyright and related rights
In the event of a claim against KHS for infringement of intellectual property rights, the Contractor shall indemnify KHS against the resulting costs, damages and expenses if and to the extent that they are caused by the Deliveries/Services provided by the Contractor. Any further claims and rights to which KHS is entitled in this connection shall remain unaffected.
§ 13 - Confidentiality, data protection
1) The Contractor shall keep confidential from third parties all information received from KHS in connection with the Deliveries/Services, in particular technical, operational and business information, know-how and company secrets ("Confidential Information"), unless the Confidential Information (i) is generally known or becomes generally known without the Contractor breaching its confidentiality obligation, (ii) has been disclosed to the Contractor by third parties lawfully and without a confidentiality obligation, or (iii) to the extent that KHS has given prior written consent to the disclosure of the Confidential Information. The obligation of secrecy applies irrespective of how the Confidential Information in question was disclosed. The Contractor may only disclose Confidential Information to those persons in its establishment who must be involved in its use to fulfil the Order and who have also been bound to secrecy; the Confidential Information shall always remain the exclusive property of KHS. Without the prior written consent of KHS, Confidential Information must never be reproduced or used for your commercial purposes - except for Deliveries/Services to KHS. Upon request by KHS, all Confidential Information from KHS must be immediately returned in full or destroyed if technically possible.
2) Illustrations, moulds, models, matrices, templates, patterns, designs or design proposals, know-how, business or technical documents, software, calculations or other documents and documentation which KHS makes available to the Contractor are to be used by the Contractor exclusively for the performance of Deliveries/Services to KHS and returned to KHS without request after completion of the Contract. KHS reserves all proprietary and industrial property rights such as patents, trademarks, utility and design rights and copyrights.
3) The Contractor is obliged to comply with all data protection legislation in the version respectively in force and will comply with it.
§ 14 - Insurance
The Contractor undertakes to have business and product liability insurance with a current sum insured of not less than 4 times the value of the Contract and, if requested by KHS, to confirm this by submitting a current proof of insurance and to maintain it for the period of performance of the Contract and the subsequent guarantee and Warranty period.
§ 15 - Reservation of performance
The contract will be executed by KHS subject to the condition that its execution is not prevented by foreign trade regulations or embargoes and/or other comparable sanctions or laws.
§ 16 - Final provisions
1) If any of the above provisions is or becomes invalid in whole or in part, or if a loophole is revealed, this shall not affect the validity of the remaining provisions of the General Terms and Conditions or the Order to the remaining extent.
2) The applicable court shall be the court with jurisdiction over KHS unless another jurisdiction is mandatory by law.
3) Only Polish law shall apply.
Part B - Provisions concerning Special Services
In addition to the provisions of the GTCs, the following terms and conditions of the Special Services shall apply to any Agreement between KHS and the Contractor for the procurement of Special Services.
§ 1 - Performance of the Special Services Agreement
1) KHS will provide the Contractor with the information necessary for the execution of the Contract. If necessary, plans, drawings, models, etc. will also be made available. If the Contractor finds that the information provided by KHS is incomplete and/or incorrect, the Contractor shall inform KHS immediately.
2) The work must be carried out by the Contractor in a flawless, complete, professional manner, with due care and on time following generally recognised standards. The Contractor shall ensure compliance with the relevant and applicable technical standards and sets of rules prescribed by law. The Contractor shall not modify, remove or commission items of equipment without authorisation. The Contractor undertakes that the tasks entrusted to it shall only be performed by professionals who are appropriately qualified for the tasks provided for in the Contract (hereinafter referred to as "Employees"). It is the Contractor's responsibility to instruct, develop instructions and supervise its Employees, without prejudice to KHS's right to act for the execution of the Assignments in accordance with the Contract.
3) At the request of KHS, the Contractor shall appoint an agent who shall be responsible for the supervision and execution of the work and supervision of the Workers. The Contractor shall take equal care to comply with safety regulations. In addition to the law, the relevant safety regulations of KHS and the KHS end customer shall also apply insofar as the Contractor's performance is carried out on business premises, in production facilities or on the construction site of KHS or the KHS end customer. In the case of cross-border employment, the Contractor shall also observe and comply with all legal guidelines in the country of employment. The Contractor or the Contractor's agent shall give the necessary instructions for the supervision and execution of the work in consultation with the KHS agent.
4) The contractor shall maintain a record of technical instructions and procedures. This is done by completing the weekly report provided, having it signed by the site manager and sending it to the relevant KHS project manager.
5) The Contractor's staff must be expertly guided and supervised by its management staff. The careful selection of personnel in terms of their suitability and qualifications for the required tasks, their reliability and the supervision of these personnel are the Contractor's main contractual obligations relevant to the Contract. If these conditions are not met, in particular regarding the qualifications of the Employees, the Contractor shall, at the request of KHS, replace these Employees on-site at its own expense. The replacement shall take place within a reasonable time frame set by KHS, at the latest within three (3) working days after KHS's request.
6) The Contractor shall ensure that employed Employees or the site manager are available by email and mobile phone.
7) Unless expressly agreed in writing, the Contractor is not entitled to represent KHS.
8) The KHS cyber security regulations also apply to the performance of service work at the business premises and production facilities of KHS end customers. These shall be communicated to the Contractor separately. The Contractor undertakes to comply with these regulations in full and to ensure that this also applies to any subcontractors acting on its behalf.
§ 2 - Equipment to be made available
1) The Contractor is responsible for making available the equipment and items of equipment necessary for the execution of the Assignments (e.g. machinery, lifting equipment, tools, autogenous welders, safety helmets, programming equipment, software, etc.).
2) The costs of making equipment and items of equipment available shall be covered by the billing rates or other arrangements set out in the Agreement If KHS, at its discretion, makes equipment and/or items of equipment available to the Contractor solely to carry out KHS orders, the Contractor must handle them with due care and protect them from damage and loss.
3) If KHS makes equipment, tools, drawings, etc. available solely to carry out KHS orders, these must be returned immediately on completion of the work or on request, as must unrelated materials.
4) The contractor is responsible for the impeccable condition of his equipment. Appropriate test certificates for working equipment must be kept on the site in question. All costs associated with the necessary testing of the equipment in accordance with legal and KHS customer-specific requirements shall be borne by the Contractor.
5) KHS accepts no responsibility for theft or loss of property held by the Contractor and its employees. The Contractor is advised to take out appropriate insurance against theft, fire and other risks.
§ 4 - Acceptance, warranty
1) Once the work has been completed in accordance with the Agreement, acceptance by KHS shall take place. Unless otherwise agreed, KHS may - without prejudice to other legal requirements - declare acceptance up to 14 days after receipt of the deliveries/performances in accordance with the Agreement. Trial commissioning or use of the deliveries/performances does not in itself justify acceptance. Partial acceptance is excluded If, as part of acceptance, KHS discovers significant defects or faults, KHS is entitled to refuse acceptance until these have been rectified.
2) By way of derogation from Part A, § 4, subsection 1, the transfer of risk to KHS takes place upon acceptance.
3) By way of derogation from Part A § 9(6), the Contractor shall provide KHS with a guarantee for a period of 36 months from fault-free acceptance.