User Manual

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Siemens Switzerland Ltd www.siemens.com/gamma 2019
Building Technologies Division
Appendix
Ordering information
14. Suspension
14.1 Siemens may suspend performance of its obligations under the
Contract, if (i) the Customer is in delay with any payment or
providing payment security for more than 30 days, or (ii) the
Customer fails to perform those of obligations necessary for
Siemens to complete or deliver the Supplies, or (iii) the Customer
has otherwise materially breached the Contract.
14.2 If Siemens suspends the Contract in accordance with Clause 14.1
or in the event the Customer suspends the Contract without the
express written agreement with Siemens, the Customer shall
become immediately liable to pay Siemens for all parts of the
Supplies already provided. The Customer shall further reimburse
Siemens all reasonable additional costs and expenses incurred
as a result of such suspension (e.g. payments to subcontractors,
cost of waiting time, demobilization and remobilization, etc.).
Any contractual dates shall be extended for a reasonable period
to overcome the effects of the suspension.
15. Termination
15.1 Either party may terminate this Contract with immediate effect
by written notice, if the other party becomes bankrupt or insol-
vent, has a receiving order made against it or compounds with
its creditors, or carries on business under a receiver, trustee or
manager for the benefit of its creditors or goes into liquidation.
15.2 Save as provided under Clause 6.4 and Clause 15.1, the Cus-
tomer may terminate the Contract only in the circumstances
set out below and in each case upon 14 days written notice to
Siemens:
a) in the event of delay, if the maximum liquidated damages
under Clause 4.3 are payable, a reasonable additional period
of time for delivery has been granted to Siemens and has
expired, and within that time Siemens has not provided a
commitment to pay further liquidated damages exceeding the
before-mentioned maximum liquidated damages in respect of
continuing period of delay ; or
b) in the event Siemens has materially breached the Contract and
has not remedied the breach within a reasonable period after
receiving written notification of the breach fromthe Customer.
15.3 Any termination by the Customer shall not affect those parts of
the Supplies already delivered or performed in accordance with
the Contract prior to the termination. After termination of the
Contract in accordance with Clause 15.2, the Customer shall
remain liable to pay Siemens for all parts of the Supplies already
delivered prior to termination. The Customer shall be entitled to
compensation for the reasonable costs incurred in excess of the
Contract Price if it had the Supplies delivered/remedied by a third
party. For the avoidance of doubt, Clause 11 shall apply in case
of termination. The right to rescind the Contract is excluded.
15.4 Notwithstanding any other rights it may have under this Con-
tract, Siemens may terminate the Contract
a) if the Customer comes under the direct or indirect control of
any competitor of Siemens, or
b) if the Customer materially breached the Contract and has not
remedied the breach within a reasonable period after a notifi-
cation by Siemens or is in delay in making any payment or in
providing any payment security required under this Contract
for more than 60 days; or
c) if the Contract has been suspended for more than 60 days.
15.5 In the event of termination by Siemens, Siemens shall be entitled
to recover from the Customer (i) the Contract Price less any saved
or avoided expenditure and (ii) any additional cost and expenses
incurred by Siemens due to such termination.
16. Dispute Resolution, Applicable Law
16.1 The Contract and any dispute or claim arising out of, or in
connection with, it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and
construed in accordance with the substantive laws of Switzer-
land. The UN Convention on Contracts for the International Sale
of Goods (CISG) shall not apply.
16.2 All disputes arising out of or in connection with the Contract
including any question regarding the termination or any sub-
sequent amendment of the Contract shall be finally settled in
accordance with the Rules of Arbitration of the International
Chamber of Commerce (“ICC”). If the value of the total matter in
dispute, including the value of any counterclaims, is less than €
1,000,000, the tribunal shall consist of one arbitrator and if the
value of the total matter in dispute is € 1,000,000 or more the
tribunal shall consist of three arbitrators. If the tribunal consists
of three arbitrators, each party shall nominate one arbitrator for
confirmation by the ICC. Both arbitrators shall agree on the third
arbitrator, within 30 days after their appointment. Should the
two arbitrators fail to reach agreement on the third arbitrator
within the thirty-day period, the ICC shall select and appoint the
third arbitrator.
16.3 The seat of arbitration shall be Zurich, Switzerland. The language
to be used in the arbitration proceeding shall be English. Any
order for the production or disclosure of documents shall be
limited to the documents on which each party specifically relies
in its submission(s).
16.4 Upon request of a party, the arbitral tribunal shall order any
claiming or counterclaiming party to provide security for the legal
and other costs of any other party related to that claim or coun-
terclaim, by way of bank guarantee or in any other manner and
upon such terms as the arbitral tribunal considers appropriate.
17. Export Regulations
17.1 If Customer transfers Supplies (hardware and/ or software and/
or technology as well as corresponding documentation and/ or
works and services, regardless of the mode of provision, and/ or
including all kinds of technical support) provided by Siemens to a
third party worldwide, Customer shall comply with all applicable
national and international (re-) export control regulations. In any
event Customer shall comply with the (re-) export control regula-
tions of the Federal Republic of Germany, of the European Union
and of the United States of America.
17.2 If required to conduct export control checks, the Customer, upon
request by Siemens, shall promptly provide Siemens with all
information pertaining to a particular end customer, destination
and intended use of the Supplies provided by Siemens, as well as
any export control restrictions existing.
17.3 The Customer shall indemnify and hold harmless Siemens from
and against any claim, proceeding, action, fine, loss, cost and
damages arising out of or relating to any non-compliance with
export control regulations by the Customer, and the Customer
shall compensate Siemens for all losses and expenses resulting
therefrom, unless such non-compliance was not caused by the
fault of the Customer. This provision does not imply a change in
the statutory burden of proof.
18. Miscellaneous
18.1 Siemens shall not be obliged to fulfill this Contract if such fulfill-
ment is prevented by any impediments arising out of national
or international foreign trade or customs requirements or any
embargoes or other sanctions.
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