General Terms and Conditions of Supply – Installing Companies 2024 (ALIB 2024)

A. General Provisions

Article 1 – Scope and Definitions

These general terms and conditions apply to all (legal) acts of the Contractor and also prevail over the general terms and conditions of the Client, even if the Contractor has not expressly rejected the applicability thereof. Any reference by the Client to its own purchasing, tendering, or other terms and conditions is expressly rejected and does not result in the applicability of such terms.
In addition to and supplementary to the provisions of paragraph 1, these general terms and conditions apply if the Client has accepted their applicability in previous agreements with the Contractor.
The Client accepts the applicability of these general terms and conditions to all future legal acts with the Contractor.
If the following terms are written with a capital letter, the following definitions apply: a) Agreement: the agreement relating to the Activities between the Client and the Contractor to which these general terms and conditions apply; b) Activities: the entirety of design, installation and/or maintenance activities – including the supply of goods and/or services – which the Contractor must perform under the Agreement; c) Contractor: the natural or legal person to whom the Activities have been assigned; d) Client: the natural or legal person who commissions the Activities; e) Construction Work: a construction work as referred to in Article 7:758 paragraph 4 of the Dutch Civil Code.

Article 2 – Offer

The Contractor’s offer to the Client is without obligation. The Contractor may revoke the offer even shortly after receipt of the Client’s acceptance.
The content of all offer documents, such as drawings, descriptions, or specifications, is as accurate as possible but is not binding.
In the event of conflicting provisions in the documents, the following applies: a) a newer written or drawn document prevails over an older written or drawn document; b) a description prevails over a drawing; and c) a specific provision prevails over a general provision. Furthermore, (a) prevails over (b) and (c), and (b) prevails over (c).
The Client shall treat information from the offer documents and offers confidentially and may not use this information for its own use or for use by third parties, nor disclose it to third parties without written consent. The provisions of Article 4 paragraph 19 apply accordingly.
If no Agreement is concluded based on the offer documents, all such documents must, at the Contractor’s first request, be immediately returned by the Client at its own expense and risk to the Contractor’s address. For digital documents, all such documents must, at the Contractor’s first request, be immediately deleted and/or destroyed by the Client at its own expense and risk.

Article 3 – Obligations of the Contractor

The Contractor is obliged to warn the Client if the Agreement contains such an obvious error that it would be contrary to the principles of reasonableness and fairness to proceed with the Activities without warning. Article 7:754 paragraph 2 of the Dutch Civil Code does not apply.
The Contractor is not obliged to do more than a general review of the information, designs, drawings, calculations, and specifications provided by the Client. The Contractor’s inspection of goods supplied by the Client shall, insofar as possible, not extend beyond a visual inspection.
The Contractor shall use its best efforts to carry out the Activities.
The Contractor ensures that it is aware of the statutory regulations and general technical and/or industrial standards relevant to the Activities.
The Contractor shall use its best efforts to perform the Activities in such a way that the installation complies with the Agreement.
In the event of damage to the installation or any part thereof arising during and through or in connection with the performance of the Activities before completion, the Contractor shall repair such damage at its own expense, unless the damage was not caused by the Contractor or it would otherwise be unreasonable for such damage to be at its expense, without prejudice to the liability of the parties under the Agreement or the law.
Upon request, the Contractor shall transfer to the Client all rights arising from guarantees provided to the Contractor by independent auxiliaries regarding the installation or parts thereof.
The Contractor ensures that, upon request, the Client timely receives information about the wage/material ratio used in the Contractor’s offer and its payment behaviour under the chain liability legislation and VAT reverse-charge scheme.
The Contractor shall, to the best of its ability and upon request, provide timely instructions for commissioning, decommissioning, and keeping the installation operational.
The Contractor is obliged to treat all Client data confidentially insofar as such data has been disclosed to the Contractor as confidential.
If the Contractor must supply products (including software and hardware) in connection with its Activities, and the supplier applies generic terms and conditions (which the Client reasonably would also have had to accept if it had contracted directly with that supplier), then the Contractor’s obligations toward the Client regarding performance and liability for that supplier’s delivery shall not exceed what the Contractor can enforce against the supplier under the generic supplier terms applicable to the Contractor.

Article 4 – Obligations of the Client

The Client ensures that the Contractor timely has all (technical) information, data, decisions, and changes necessary to enable the Contractor to perform the Activities in accordance with the Agreement. The Client is responsible for the correctness and completeness of this information, data, decisions, and changes.
The Client ensures that the Contractor timely has all goods to be provided by the Client. The Client is responsible if these goods are defective or unsuitable.
The Client indemnifies the Contractor against claims from third parties related to the information, data, decisions, changes, and goods referred to in paragraphs 1 and 2.
The Client ensures that the Contractor timely has the permits, exemptions, decisions, and consents necessary for the execution of the Activities and/or use of the installation. The Contractor shall reasonably cooperate in obtaining these. If the Client fails to fulfil this obligation, the Contractor may terminate the Agreement pursuant to Article 11 paragraph 5 and claim damages.
The Client timely ensures free access to the site, building, and location where the Activities must be performed, as well as clean, safe, and healthy working conditions, including suitable storage and break facilities.
The Client ensures the good condition and unobstructed accessibility of buildings/locations and surrounding installations or parts thereof where the Activities are performed. The Client is responsible for circumstances that restrict, prevent, and/or obstruct the performance of the Activities. The Client must timely inform the Contractor and its staff about working conditions, including warning about hazardous situations.
The Client ensures that at the locations where the Activities are performed, the Contractor can timely and free of charge access the required utilities with guaranteed supply, such as electricity (mains power), drinking water, gas, compressed air, telecom, and/or sewer connection.
The Client is responsible for the timely connection of the installation to public networks.
The Client timely provides information about the nature and content of work performed by subcontractors and other third parties engaged by the Client, the expected timing, and coordination thereof, so the Contractor can take this into account in its offer. Changes to such information and/or the offer entitle the Contractor to additional payment and/or extension of time pursuant to Article 12. The Client is solely responsible for coordinating such work unless otherwise agreed.
The Client is responsible for delays and/or costs caused by subcontractors’ work that cannot be attributed to the Contractor. Damage caused to the installation by subcontractors is at the Client’s expense.
The Client must warn the Contractor in writing within a reasonable time if it becomes aware or reasonably should have become aware of a shortcoming by the Contractor.
The Client is liable for contamination (soil), environmentally harmful substances and/or bacteria found during execution of the Activities, such as asbestos or legionella. The Client may instruct the Contractor to remove such contamination/substances/bacteria through a change pursuant to Article 13. Regardless of whether the Contractor performs this work, it is entitled to extension of time and/or cost compensation pursuant to Article 12.
The Client is responsible for goods it has specified or that must be purchased from a specified supplier, as well as for non-delivery or late delivery thereof.
The Client is responsible for auxiliary persons, such as subcontractors or suppliers it has specified. The Contractor is not obliged to contract these independent auxiliaries if the Client does not wish to accept their contract terms. If the specified auxiliary fails to perform properly or timely, the Contractor is entitled to extension of time and/or cost compensation pursuant to Article 12.
Outside the Contractor’s working hours, the Client is responsible for all goods delivered to the site, such as materials, tools, or equipment, regardless of ownership. The Client ensures these goods are adequately insured, including against theft, sabotage, and/or destruction.
The Client is responsible for delays and/or costs resulting from compliance with statutory regulations and government decisions, as well as special rules such as technical and industrial standards, which are amended or enter into force after the offer.
The Client permits the Contractor to place its name, company details, or advertising on fences and barriers used to close off the building or locations where the Activities are performed, and elsewhere on the site.
The Client is responsible for delivered equipment and goods and must accept delivery thereof.
The Client must treat all (business) data and all information received from the Contractor in connection with the Agreement as confidential. The Client is prohibited from using such data and information for itself or third parties or disclosing them to third parties. In the event of breach, the Client forfeits an immediately payable penalty of €100,000.00, not subject to judicial mitigation, without prejudice to the Contractor’s right to claim damages.
The Client pays the amounts owed to the Contractor according to the agreed payment schedule even if the Client is entitled to damages pursuant to Article 16.

Article 5 – Insurance of the Client

The Client must take out and maintain a customary CAR insurance or equivalent customary insurance policy(ies) in which the Contractor (including subcontractors and auxiliaries) is included as co-insured, if the Activities are performed in the context of the Client’s business, unless otherwise agreed in writing.
If products and installations (including goods developed and/or supplied by the Contractor) are exported to the USA, Canada, or territories where the law of these countries applies, the Client must notify the Contractor of the export intention in time. In such case, the Client must take out and maintain sufficient and adequate liability insurance acceptable to the Contractor.
The Client ensures that the Contractor receives written proof as soon as possible of the existence, payment, and content of the insurance policies referred to in paragraphs 1 and 2, as well as the insurance referred to in Article 4 paragraph 15.

Article 6 – Hiring Personnel and Seconded Workers

During the term of the Agreement and up to one year after its termination, the Client is not permitted to employ employees of the Contractor who are or have been involved in the performance of the Agreement, or otherwise have them work for the Client. In case of violation, the Client forfeits an immediately payable penalty equal to the gross annual salary of the relevant employee.
In the case of labour supply within the meaning of the Waadi (Dutch Act on the Allocation of Labour by Intermediaries), the Client may only take over a seconded employee of the Contractor after the end of the secondment period, subject to payment of a reasonable compensation to the Contractor.

Article 7 – Retention of Title

All goods intended for the Activities, such as materials or parts, become the property of the Client only after the Client has fulfilled all financial obligations to the Contractor.

Article 8 – Deadlines

The Contractor is not obliged to start execution of the Activities until it has timely received all information, data, goods and/or proof of insurance as referred to in Articles 4 and 5, and has received the agreed instalment payment. Exceeding such deadlines entitles the Contractor to additional payment and/or extension of time pursuant to Article 12. The Contractor may start earlier and/or deliver earlier unless otherwise stated in the Agreement.
Unless expressly agreed otherwise, deadlines applicable to the Contractor shall be observed as much as possible. Mere exceeding of a stated deadline does not place the Contractor in default. If delay is expected, Contractor and Client shall consult as soon as possible.

Article 9 – Testing, Acceptance and Completion

The Client is entitled to verify through inspections, trials, or tests whether the Activities comply with the Agreement.
Testing by or on behalf of the Client is at the Client’s expense and risk. The Contractor shall cooperate within reasonable limits if a testing plan has been agreed and provides for such cooperation.
The Client must disturb the Activities as little as possible when exercising its testing rights. The Client is responsible for any resulting delays and/or costs that cannot be attributed to the Contractor. Damage caused to the installation through testing is at the Client’s expense.
Once the Contractor has notified in writing that the Activities are ready for acceptance and the Client does not inspect them within the set period, the Activities are deemed to have been tacitly accepted.
Minor defects that can be repaired before the next payment instalment may not be grounds for refusing acceptance, provided they do not prevent commissioning of the installation and/or Activities.
After (tacit) acceptance, the Activities are considered completed. The Contractor may divide completion into several partial completions.
If the Activities are (tacitly) accepted, the acceptance date is deemed to be the date of the notification referred to in paragraph 4.
At the Client’s request, acceptance may also take place without the notification referred to in paragraph 4. The Client shall then inform the Contractor in writing that it considers the Activities accepted. The dispatch date of this message shall be considered the acceptance date.
Contrary to Article 7:757a of the Dutch Civil Code, the Contractor is not obliged to provide a completion file unless agreed otherwise. In that case, the Contractor shall endeavour to provide the completion file at the time of the notification referred to in paragraph 4.

Article 10 – Early Commissioning

If the Client wishes to commission the installation or parts thereof before completion, parties shall treat this as a change and follow Article 13 (changes). Payment instalments shall be adjusted so that the Client pays what would have been due upon completion at the time of early commissioning. Other payment obligations shall be adjusted proportionally in time. The Client may only proceed with early commissioning if two cumulative conditions are met: (i) acceptance of the Contractor’s offer as referred to in Article 13 paragraph 3 and (ii) the Client has approved and signed the relevant Activities as completed.
If the Client fails to follow the procedure referred to in Article 13 and the previous paragraph and/or fails to approve and sign completion but still commissions the installation, the Contractor is entitled from the date of early commissioning to immediate payment of the full price/contract sum. The installation/Activities shall then be deemed fully approved and completed. If early commissioning causes damage and/or disruption and/or delay, the financial and time consequences shall be borne by the Client, and the Contractor’s statement of such consequences is presumed reasonable and correct unless proven otherwise by the Client.
Early commissioning of (part of) the installation/Activities shall be considered the date of (partial) completion as referred to in Article 16.
Early commissioning of (part of) the installation/Activities causes any agreed warranty and/or maintenance period, as well as limitation and forfeiture periods, to commence for the commissioned installation/Activities.
Damage caused by early commissioning, for example to the installation and/or Activities, is at the Client’s expense. Delays caused by early commissioning are also at the Client’s expense and entitle the Contractor to extension of time and compensation for delay damages.

Article 11 – Suspension, Termination and Cancellation

The Client is entitled to suspend the Activities. The Client must justify this in writing and immediately consult the Contractor regarding the consequences.
If the Contractor must take appropriate measures due to suspension, it is entitled to extension of time and/or cost compensation pursuant to Article 12.
If the Activities or part thereof are suspended or delayed and this is not attributable to the Contractor, the Client must compensate the Contractor, based on the progress of the Activities, for all performed work and all reasonably incurred and still to be incurred costs calculated from the moment the suspension or delay began.
If the Activities have been suspended or delayed for more than two months, the Contractor is entitled to terminate the Activities in an unfinished state.
If the Client has applied for suspension of payments, has been declared bankrupt, or has failed to fulfil the Agreement, the Contractor is entitled to terminate the Agreement.
The Client may cancel the Agreement wholly or partly at any time.
In the cases referred to in paragraphs 4 to 6, the Client must pay the fixed price set out in the Agreement, increased by the costs incurred by the Contractor as a result of non-completion, and reduced by any savings proven by the Client resulting from termination. If the price depended on actual costs, the price owed by the Client shall be calculated based on incurred costs, performed labour, and the profit the Contractor would have earned upon full completion.
The Client must also compensate the Contractor’s damages, without prejudice to the Contractor’s obligation to mitigate damages as much as possible, unless the damage results from a failure that cannot be attributed to the Client.

Article 12 – Extension of Time and/or Cost Compensation

In addition to Article 7:753 paragraph 1 of the Dutch Civil Code, the Contractor has the option to claim cost compensation without court intervention.
In addition to paragraph 1 and Article 13, the Contractor is in any case entitled to extension of time and/or cost compensation if: a) these conditions explicitly provide for it, provided the delay and/or costs are caused by circumstances not attributable to the Contractor; or b) they are caused by circumstances for which the Client is responsible and about which the Contractor did not have to warn considering its obligation in Article 3 paragraph 1; or c) an unforeseen circumstance occurs of such a nature that the Client cannot reasonably expect the Agreement to remain unchanged.
If the Contractor believes it is entitled to extension of time and/or cost compensation, it shall notify the Client in writing with reasons. It shall state all direct and indirect costs, including a reasonable surcharge for overhead, profit, and risk, and also indicate the planning consequences.

Article 13 – Changes (Additional and Reduced Work)

The Client is entitled to instruct the Contractor to make changes to the Agreement and the Activities.
The Contractor is not obliged to perform a change if: a) it has not been instructed in writing; or b) it would cause unacceptable disruption of the Activities; or c) it exceeds its knowledge and/or skills and/or capacity; or d) it would not be in its interest; or e) the parties do not reach agreement on the financial consequences and planning impact.
If the Contractor is willing to perform the change, it shall send the Client a written offer stating: a) the balance of all direct and indirect costs, profit, and risk related to the change, reduced by any savings resulting from performing the change; and b) the adjustment of the Activities, planning, and similar documents; and c) the adjustment of the payment schedule or payment conditions.
The Contractor is entitled to reasonable compensation for the costs related to the offer referred to in paragraph 3, regardless of whether parties reach agreement.
The Contractor may propose changes to the Client if it sees reason to do so, provided the Activities will comply with the Agreement.
The Client may reject or accept the proposed changes if there is reasonable ground. If accepted, this Article applies.
If changes cause delay due to circumstances not attributable to the Contractor, the Contractor is entitled to extension of time and/or cost compensation pursuant to Article 12.
The absence of a written instruction regarding the change does not affect the Contractor’s claims for payment.

Article 14 – Price and Payment

VAT is not included in agreed amounts or amounts mentioned in these terms and conditions. The Client reimburses VAT owed by the Contractor under the Agreement.
All prices and rates are based on a normal working week from Monday to Friday. Activities performed outside normal working hours per calendar day shall be settled according to the rates and surcharges set out in the Agreement, based on the Contractor’s normal working hours. Waiting hours or downtime hours for personnel or equipment attributable to the Client shall be settled based on the rates in the Agreement.
Adjustments to wages, social charges, prices, rents, and freight shall be settled in accordance with the Risk Regulation for Installation Technology, unless otherwise agreed.
Parties agree a payment schedule in instalments. The Contractor may submit the final invoice once the Activities are completed, or on the date the Agreement is cancelled, terminated unfinished, or dissolved pursuant to Article 11. Submission of this invoice does not imply waiver of further claims by the Contractor under the Agreement.
Payment shall be made without deductions or set-off, unless otherwise agreed, within 14 calendar days after the invoice date.
The Client is not entitled to make payments to the Contractor’s independent auxiliaries on behalf of the Contractor.
A payment shall first be applied to all costs and interest owed, and finally to outstanding invoices that have been due the longest, even if the Client states that the payment relates to later invoices.

Article 15 – Default by the Client

If the Client does not cooperate timely in an inspection or acceptance of the Activities or does not pay timely, the Contractor is entitled to statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code as of the day cooperation or payment should have occurred. The Contractor is also entitled to suspend the Activities.
If cooperation or payment does not occur within one month after the latest date it should have occurred, the Contractor may claim statutory commercial interest increased by two percentage points as of the day that month has elapsed, without prior notice. The Contractor is also entitled to terminate the Agreement pursuant to Article 11.
If the Contractor suspects the Client will not fulfil its obligations, the Contractor may demand sufficient security from the Client at its expense and risk, such as a bank guarantee. If the Client fails to provide such security, the Contractor may suspend the Activities or dissolve the Agreement pursuant to Article 11.
If the Client fails to accept goods at the agreed delivery place on time, the Contractor may store them at the Client’s expense and risk or sell them appropriately and recover its claim from the proceeds, provided the Client has been requested to accept the goods within five working days. The Contractor may pay any surplus to the Client by set-off, even during suspension of payments or bankruptcy.
All actual costs incurred by the Contractor to obtain payment of outstanding invoices, including judicial and extrajudicial costs, are borne by the Client, unless the Contractor chooses to set such costs at a fixed rate of 15% of the amount due.

Article 16 – Liability and Warranty

After completion, the Contractor is no longer liable for defects unless: a) the defects are attributable to the Contractor, and; b) the Client did not notice these defects before completion, and; c) the Client could not reasonably have discovered these defects before or at completion.

1a. Contrary to paragraph 1, if and insofar as a Construction Work is involved (as referred to in Article 1.4(e)), the Contractor is liable for defects as referred to in Article 7:758 paragraph 4 of the Dutch Civil Code that were not discovered at completion, unless the defects are not attributable to the Contractor and unless deviations were agreed in the Agreement and/or offer.

If the Contractor is liable under paragraph 1, 1a and/or the Agreement, it is only obliged to compensate the Client for direct material damage suffered, insofar as such damage could not be limited by the Client and is not remedied by repair under paragraph 4.
Direct material damage does not include any other forms of consequential loss, such as but not limited to production loss, business loss (such as turnover or profit loss), depreciation or loss of products, nor amounts that would have been included in execution costs if the Activities had been performed correctly from the start.
Without prejudice to this Article, the Contractor undertakes at its own expense to repair defects for which it is liable as reasonably possible during the period referred to in paragraph 10. If repair costs are disproportionate to the Client’s interest in repair, or if installations are not located in the Netherlands, the Client’s right to repair is converted into a compensation payment as referred to in paragraph 2. Replaced parts become the Contractor’s property.
The Contractor is only liable for damage other than that mentioned in this Article if and insofar as the Client proves that it is due to intent or gross negligence by the Contractor.
Without prejudice to this Article, for Activities performed in the course of the Client’s business, the Contractor is only liable for damage not covered by the insurance referred to in Article 5 paragraph 1. For Activities relating to products and installations exported to the USA and Canada or areas where their laws apply, the Contractor is only liable for damage not covered by the insurance referred to in Article 4 paragraph 15 and Article 5 paragraph 2.
If and insofar as the Client has insured a risk related to the Agreement, it must claim damage under that insurance and indemnify the Contractor against recourse claims by the insurer.
The Contractor’s liability is limited to the amount of the price stated in the Agreement, or if no price was determined (e.g. time and materials), the estimated price. For maintenance contracts longer than one year, the price is set at the total remuneration for one year.
Compensation shall never exceed the total of the Contractor’s deductible and the insurer’s payout, up to a maximum of €1,000,000.00.
Any liability of the Contractor and any legal claim by the Client due to shortcomings lapses, unless otherwise agreed, one year after: (i) completion or termination unfinished, or (ii) termination of the Agreement through dissolution or cancellation.
A claim based on a defect is inadmissible if the Client does not notify the Contractor in writing with reasons within a reasonable time after discovering or reasonably having to discover the defect.
The right to claim due to a defect lapses one month after the expiration of the reasonable deadline stated in a written and motivated notice of default.
The Contractor is not liable for damage to the Client or third parties caused partly by persons referred to in Article 6 paragraph 2.
The Client indemnifies the Contractor against third-party claims for (product) liability arising from a defect in a product or installation delivered by the Client to a third party that partly consisted of goods developed and/or supplied by the Contractor, unless the Client proves the damage was caused by those goods, without prejudice to paragraph 7.
Unless already required by law or Agreement, the Contractor is in any case not liable if a shortcoming results from: labour disputes; supplier performance under Article 3 paragraph 11; transport problems; material supply problems; epidemics; major disasters; fire and loss of parts to be processed; government measures such as import or trade bans; violent actions; disruptions in energy supply, communication links, equipment or software of the Contractor or third parties.
If such a circumstance occurs, the Contractor shall take reasonable measures to limit negative consequences for the Client.
The Client indemnifies the Contractor against third-party claims for damages insofar as such damage remains for the Client’s account under these general conditions.

Article 17 – Intellectual Property

Intellectual and industrial property rights to all goods, software, data and (technical) information supplied to the Client remain with the Contractor. Only the Contractor has the right to publish, realise and reproduce these goods, data and information. The Client has the exclusive right of use.
Documents provided by the Contractor, such as designs, drawings, technical descriptions or specifications, become the property of the Client and may be used with due regard to intellectual property rights, after the Client has fulfilled its financial obligations.
The Client may not replicate the installation realised according to the Contractor’s design, wholly or partly, without the Contractor’s explicit written consent. The Contractor may attach conditions, including payment of compensation. This also applies to goods manufactured according to the Contractor’s design.
The Client may only have the installation realised by a third party without the Contractor’s involvement if the Agreement has been dissolved due to a failure attributable to the Contractor. In such case, the Contractor is not liable for defects attributable to the construction by or on behalf of the Client.
The Client’s right of use of software developed and supplied by the Contractor is non-exclusive. The Client may only use it within its own organisation and only for the installation for which the right of use was granted, unless otherwise stated.
The right of use is non-transferable. The Client may not provide the software or carriers to third parties. The Client may not reproduce or copy the software. The Client may not modify it except for correcting errors. Source code and technical development information are not provided unless agreed otherwise.
The Contractor may apply for patents in its own name and at its own expense for inventions created during execution of the Agreement.
If the Contractor obtains such a patent, it grants the Client a generally non-transferable right of use free of charge. For actual application, the Client must request permission, which may only be refused if the Contractor can demonstrate conflicting business interests.

Article 18 – Applicable Law and Disputes

Dutch law applies to the Agreement and all agreements arising from it.
Any dispute between the parties shall, to the exclusion of the ordinary courts, be settled by arbitration in accordance with the statutes of the Arbitration Board for Construction Disputes as in force on the date the Agreement was concluded.
Contrary to paragraph 2, the Contractor may submit the dispute to the ordinary court in the district where the Contractor is established.
The Client must choose domicile in the Netherlands regarding the Agreement if not already established there. If not, the Client is deemed to have chosen domicile in The Hague.

B. Special Provisions Regarding Maintenance

The provisions in this chapter “Maintenance” apply in addition to the General Provisions of these terms if the Agreement explicitly states that the Contractor will perform maintenance activities during the maintenance period.

Article 19 – Scope and Definitions

Unless otherwise agreed, Maintenance Activities are only performed on installations located in the Netherlands.
The following capitalised words have the following meanings: a) Maintenance Activities: all activities, including the supply of goods, that the Contractor must perform to ensure that the technical condition and functions of the installation comply with the requirements arising from the Agreement during the maintenance period. b) Malfunction: a sudden unexpected interruption of the performance of the installation.

Article 20 – Performance of the Activities

During the maintenance period, the Contractor shall make reasonable efforts, in accordance with the work plan referred to in paragraph 3, to keep the risk of Malfunctions at an acceptable level through preventive Maintenance Activities and, where agreed, to resolve Malfunctions through corrective Maintenance Activities.
The Contractor may perform Maintenance Activities remotely through a telecommunication connection to the installation.
After conclusion of the Agreement but before commencement of Maintenance Activities, the Contractor shall draw up a work plan with a schematic overview of the Maintenance Activities, their sequence, and the period (weekly, monthly, yearly planning) in which they will be performed.
The work plan is based on the Client’s description of malfunction behaviour, tasks, frequencies, materials, tools and required skills, all for preventive Maintenance Activities and managing corrective Maintenance Activities.
The work plan becomes effective after approval by the Client. If it fits the description in paragraph 4, the Client may not withhold approval.
The Contractor updates the work plan annually and provides a cost estimate for maintenance for the relevant year. Interim changes are only possible through a change under Article 13.
If agreed, the work plan includes start and completion dates of planned assignments for preventive and/or corrective Maintenance Activities and/or other work.
Assignments in paragraph 7 shall be provided in writing by the Client at least one month in advance. Assignments not included in the work plan must be provided at least two months in advance. The Contractor provides the price in advance.
For corrective Maintenance Activities, the Client must provide a written assignment in advance. If not possible, the assignment will be provided afterwards based on actual costs.
After completion of the Maintenance Activities, the Contractor requests the Client to sign the assignment as completed. After signing, the Maintenance Activities are considered delivered.
If expressly agreed, the Contractor ensures one copy of technical information is present on-site, available for consultation at reasonable times, and that the “as built” situation is incorporated, against the fee set out in the Agreement.
If installation performance, reliability and maintenance require it, or if the rules referred to in Article 3 paragraph 4 require it, the Contractor informs the Client of required measures. The Client may instruct the Contractor through a change under Article 13 to perform necessary design modifications or other project work separately.
The Contractor informs the Client in advance of the time Maintenance Activities will be performed. If Activities are not performed at the agreed time and this is not attributable to the Contractor, it is entitled to extension of time and/or cost compensation under Article 12.
If expressly agreed, the Contractor ensures Malfunctions can be reported 24/7 to a published contact point.
Without prejudice to paragraph 9, the Contractor shall make reasonable efforts to resolve urgent Malfunctions within 24 hours after reporting, unless another term is agreed. Other Malfunctions are resolved during normal working hours where possible.
Maintenance Activities are performed during the maintenance period stated in the Agreement, failing which a period of one year applies.
The maintenance period is automatically extended for the original period unless either party terminates the Agreement in writing with three months’ notice before the end of the relevant period.
Maintenance Activities performed by the Contractor are charged according to the rates/unit prices/fixed price set out in the Agreement and are indexed annually according to the Risk Regulation for Installation Technology unless otherwise agreed.
Payment of fees is due within 14 calendar days after the invoice date.
If the Client cancels an assignment for Maintenance Activities, it must observe a notice period of at least one month.

Risk Regulation for Installation Technology (ALIB 2024)

Settlement of wage cost changes:
(L2 – L1) / L1 × 100% = …%

L1: wage level at offer date
L2: wage level at date of change
Wage level: CBS index for collective labour agreement wages per hour including special bonuses, construction industry series.

Settlement of material prices:
(M2 – M1) / M1 × 100% = …%

Price index figure: CBS index New Build Homes; input price index construction costs, material component.

M1: price index figure at offer date

M2: price index figure at date of change