Terms and Conditions

Table of Contents:

GENERAL PROVISIONS 
1 Applicability
2 Offers
3 Contract
4 Prices and security to be provided by the customer
5 Delivery date
6 Applicability of Incoterms
7 Delivery of the Goods
8 Packaging
9 Customer’s duty to inspect
10 Return shipments
11 Deviations
12 Retention of title and security
13 Payment
14 Warranty and repairs
15 Liability and indemnification of the customer
16 Liability of Coulisse
17 Force majeure
18 Termination of the contract
19 Intellectual property rights
20 Information from the customer
21 Confidentiality
22 Interpretation
23 Applicable law and competent court
24 Obligations of the customer
25 Obligations of Coulisse 
26 Cost-increasing conditions
27 Execution time, delay of completion
28 Completion and approval
29 Suspension by the customer, early termination

A. GENERAL PROVISIONS

1 Applicability

1. These General Terms and Conditions shall apply to all offers and agreements made by Coulisse Far East Co. Ltd. (“Coulisse”) and its group companies (hereinafter "Coulisse") in the business market, including: selling products, providing services, such as assembly, repair and maintenance work, providing advice and engaging auxiliary persons and third parties ("the Goods").
2. Coulisse has several group companies from which it sells its products or provides services: "Components" and "DIY". "Components" sells and provides services on components and textiles for window decoration. "DIY" sells standard sizes of window decoration. These General Terms and Conditions contain different provisions for DIY products.

2 Offers

1. All offers by Coulisse shall be without obligation, and quality standards, models, sizes, colours and other specifications mentioned therein shall be an estimation.
2. All data included in Coulisse's documentation shall be subject to change.

3 Contract

1. A contract shall be formed at the time the customer accepts an offer from Coulisse. If the customer makes an offer to Coulisse, the contract shall be formed when the customer receives an order confirmation from Coulisse or when Coulisse delivers the Goods. If the order confirmation differs from the customer's offer, Coulisse's order confirmation shall be considered a new offer which the customer must accept before a contract shall be formed.
2. These General Terms and Conditions shall form part of the contract. If there are inconsistencies between the text of the contract and these General Terms and Conditions, the text of the contract shall prevail.
3. Oral promises by and/or supplemental or other agreements with employees, auxiliary persons of Coulisse and/or third parties shall be subject to the approval of the management and shall not bind Coulisse until they have been accepted by Coulisse’s authorized representative.

4 Prices and security to be provided by the customer

1. All prices are stated in the contract currency shown in the Order Confirmation (default Renminbi “RMB”). Prices are net of PRC value-added tax (增值税), import duties or other governmental levies, unless expressly stated otherwise.
2. If, after the contract is concluded but before it is executed (in full), one or more price-determining factors increase, Coulisse shall be entitled to adjust the price as a result.
3. Coulisse shall at all times be entitled to demand security, in the form of a down payment, bank guarantee or surety for fulfilment of the customer’s payment and other obligations, which is adequate in its judgment, even if this means that deadlines and/or delivery times are exceeded. If the customer does not furnish the requested security, Coulisse shall be entitled to suspend its obligations, terminate the contract in whole or in part, without further notice of default being required, without prejudice to Coulisse’s right to compensation for all damage it suffers as a result. Coulisse shall not be liable for the damage which the customer suffers or will suffer as a result.
4. Termination pursuant to the provisions of this Article shall not discharge the customer from its obligations to pay for the Goods delivered up to the date of termination.

5 Delivery Date

1. The term or time of delivery stated by Coulisse shall be an estimate and shall not be a deadline. Coulisse reserves the right to adjust the delivery period in the event of circumstances beyond its control, including but not limited to changes in the availability of raw materials, labour disputes, transport delays or any other event which prevents Coulisse from delivering the Goods on time. In the event of a change in the delivery time, Coulisse shall give written notice to the customer as soon as possible. If delivery is not on time, Coulisse must be given written notice of default and the opportunity to still deliver the Goods within a reasonable period, without Coulisse being liable to the customer for damages.
2. The term for delivery shall start one working day after the customer receives the order confirmation and as soon as Coulisse is in possession of all items, specifications, instructions, data and documents to be provided by the customer, as well as the time when any agreed security deposit referred to in paragraph 3 of Article 4 of these General Terms and Conditions is in Coulisse’s possession.
3. If no period for taking possession by the customer has been agreed on, Coulisse shall be entitled to invoice the agreed price if the Goods have not been taken possession of by the customer within fourteen (14) days after Coulisse has requested this in writing.

6 Applicability of Incoterms

1. Coulisse’s deliveries shall be subject to the provisions of the Incoterms applicable at the time the contract is formed.
2. The Incoterm agreed in the order confirmation shall be leading.

7 Delivery of the Goods

1. Deliveries by Coulisse shall take place Delivery at Place (DAP), unless the Parties agree otherwise in writing.
2. If the Parties have agreed that Coulisse shall arrange for transport of the Goods, delivery shall occur at the time the Goods are presented for delivery at the agreed destination.
3. The customer must ensure that Coulisse can reach the destination where the Goods must be delivered through a well-paved, public road, without damage occurring to the means of transport used by Coulisse or the third parties engaged by it.
4. The customer shall be obliged to take possession of the Goods at the agreed location and time of delivery. All additional or other costs which arise for Coulisse as a result of the customer’s failure to take possession of Goods or to do so on time shall be borne by the customer. In that event, Coulisse shall be entitled, but not obliged, to store the Goods at the customer’s expense and risk. For every day that the customer is late taking possession of the Goods, the customer shall also forfeit an immediately due and payable penalty of RMB 3,000,- per day.
5. Coulisse may deliver and invoice the Goods in consignments.

8 Packaging

1. Coulisse shall determine the manner of packaging. If the customer desires a special manner of packaging and/or shipment, the related additional costs shall be paid by the customer.
2. Coulisse shall not take back packaging.

9 Customer’s duty to inspect

1. The customer shall inspect the delivered Goods within ten (10) business days after the customer takes physical possession of the Goods at the receiving location. Where the customer or its nominated carrier collects the Goods from Coulisse, physical possession is deemed to occur upon arrival of the Goods at the customer's receiving location. If, during this inspection, the customer observes or should have observed (visible) defects, faults, failure, and/or damage to the Goods, the customer shall report these in detail and in writing to Coulisse within the same ten (10) business day period.
2. In deviation from the above, in the case of DIY products which are packaged in outer boxes, the customer must inspect the Goods as soon as they are removed from the outer box. In any case, the customer’s right to complain about both the number and the quality of the delivered Goods lapses six (6) months after delivery as referred to in Article 7 of these General Terms and Conditions.
3. If the customer does not comply with the provisions of paragraph 1 and 2 of this Article, the customer shall be deemed to have received the Goods in good condition and the customer’s right to claim that the Goods does not comply with the contract shall lapse.

10 Return shipments

1. In all cases return shipments without a defect in the Goods shall in principle not be accepted by Coulisse, particularly if the Goods have been manufactured according to the customer’s individual specifications.
2. If Coulisse is willing to take back the Goods, it may attach conditions to this, such as returning the Goods in the original packaging and in the condition in which they were received by the customer, or the customer must reimburse Coulisse for the costs incurred in connection with the return shipment. Additionally, if the Goods are found to be without defects, the costs of return shall be borne by the customer. Return shipments shall occur at the customer’s risk.
3. The customer is responsible for providing proof of the return, including the quantity of goods returned. If the customer cannot provide proof, it will be assumed that the returned goods have not been received.

11 Deviations

1. Minor deviations in quality, colour, finish, hardness, thickness, weight, measurements, position of symmetrical watermark, numbers and the like, do not constitute a defect and do not entitle the customer to refuse the (entire) Goods.
2. When assessing whether the delivered Goods deviate beyond permissible limits, an average must be taken from the entire contents of the delivered Goods; an entire delivery content cannot be rejected for a few deviations.

12 Retention of title and security

1. Ownership of the Goods delivered by Coulisse to the customer shall not pass to the customer until all amounts owed by the customer to Coulisse, under any contract whatsoever, however termed and including interest and costs, have been paid to Coulisse in full.
2. The customer may not deliver, dispose of, pledge or encumber Goods which are still unpaid, create any restricted right to them or otherwise dispose of them contrary to the retention of title or pledge them (or non-possessory pledge them) to a party other than Coulisse.
3. If Coulisse’s title has been lost through, for example, conversion, accession or confusion, the customer shall create an undisclosed pledge and/or similar security right for Coulisse’s benefit on the object to be (newly) formed or created.
4. The costs which Coulisse incurs as a result of exercising its right of pledge, retention of title or any other security right shall be paid by the customer.

13 Payment

1. The customer shall pay each invoice sent by Coulisse within thirty (30) calendar days after the invoice date. The customer’s right to suspend and/or set off payments shall be expressly excluded.
2. Payment of invoices sent by Coulisse may only be made to Coulisse, in the bank account number indicated by it on the invoice. If the customer can reasonably doubt the authenticity of invoices and/or payment instructions, the customer must immediately report this in writing to Coulisse.
3. The customer shall be deemed to agree to the invoice unless it notifies Coulisse in detail in writing within 10 (ten) working days. Any complaint shall not discharge the customer from its payment obligation.
4. In the event of non-payment, late payment or incomplete payment, the customer shall be in default by operation of law with effect from the due date of the relevant invoice and shall owe statutory commercial interest on the outstanding gross invoice amount, which interest shall be payable immediately and without further notice of default.
5. Coulisse’s entire claim, however arising, including insofar as it has not yet been charged, shall be immediately due and payable in full – if the customer does not promptly pay amounts owed by the customer; - if the customer files for bankruptcy, the customer’s bankruptcy is applied for or if the customer is declared bankrupt, applies for or obtains a moratorium on payments, it offers its creditors a private arrangement (WHOA); - if the customer is dissolved or liquidated; - if and as soon as any attachment is levied against the customer.
6. All costs arising through or in connection with collection or extrajudicial collection of Coulisse’s claim shall be paid by the customer. These (extra)judicial collection costs shall amount to fifteen percent (15%) of the (gross) amount to be collected, with a minimum of thousand Renmibi (RMB 1,000,-) per claim to be collected.

14 Warranty and repairs

1. Coulisse guarantees that the Goods shall be free of defects during the warranty period under normal use. The warranty period for DIY products shall be one (1) year and three (3) years where the delivery of components is concerned. The warranty period starts on the date of delivery as referred to in Article 7 and/or Article 28 of these General Terms and Conditions. If the Goods consist of the delivery of motors and related accessories (such as remote control) for operating window decoration (hereinafter: the Motors), a manufacturer’s warranty of five (5) years applies from the date of production or two (2) years from the date on which the Motors were purchased from Coulisse, whichever period is longer. The date of production is indicated on the production label of the Motor.
2. Insofar as the Goods or parts thereof have been procured by Coulisse from third parties, or if work has been performed by third parties, only the warranty from the third parties concerned shall apply.
3. Any complaints under the warranty must be reported in writing by the customer to Coulisse within fourteen (14) calendar days after the time the defect, flaw and/or damage is discovered, or after the time at which these defects, flaws and/or damage should reasonably have been discovered. The warranty shall only apply if the customer has fulfilled all its obligations vis-à-vis Coulisse (both financial and otherwise and under any agreement whatsoever). Minor deviations in quality, colour, hardness, finish, measurements, workmanship and the like which are deemed permissible in the trade or technically unavoidable shall be excluded from the warranty.
4. The relevant Goods must then be placed at Coulisse’s disposal for inspection within fourteen (14) calendar days after the written notification referred to in paragraph 3 of this Article by the customer by returning the Goods (or parts thereof).
5. Coulisse’s warranty obligations shall, at Coulisse's sole discretion, primarily to offer remote repair assistance. If the issue cannot be resolved through remote support, Coulisse will then either repair or replace (the relevant part of) the Goods free of charge within a reasonable period, or refunding the price of (the relevant part of) the Goods, taking into account the useful life of (the relevant part of) the Goods which has already expired. If the Goods concern the delivery of Motors, Coulisse shall only refund the price.
6. If Coulisse replaces (part of) the Goods, it shall become the owner of the replaced Goods. The customer shall send these to Coulisse at its expense after consultation with Coulisse.
7. If the customer wrongly invokes the warranty, for example if the defect has been caused by improper use, Coulisse shall be entitled to charge the costs it has incurred to the customer, including, among other things, the costs of investigation, transport and/or repair.
8. The customer may not invoke the warranty and its claims in this regard shall be extinguished if the customer has not used, applied or built in the Goods in accordance with the manual provided or has otherwise used, applied, built in or stored the Goods incorrectly or not in accordance with normal use or contrary to the advised methods. Coulisse's warranty obligations shall also lapse if the Goods have been used, applied, installed or stored under excessive humidity or extreme temperatures. If the Goods concern the delivery of Motors, the warranty obligations shall furthermore lapse if the warranty seal has been broken or the Motors have been opened.

15 Liability and indemnification of the Customer

1. If the customer, its subordinates and/or third parties engaged by it vis-à-vis Coulisse and/or its subordinates does not, does not timely or does not completely fulfil one or more of its obligations ensuing from the law, the contract and/or these General Terms and Conditions, the customer shall always be obliged vis-à-vis Coulisse to compensate all direct and indirect damage which Coulisse suffers as a result, without any notice of default being necessary. This provision shall not preclude Coulisse from bringing other claims (for example, performance) against the customer and/or taking other legal measures (for example, termination). “Indirect damage" shall mean: the loss of profit and/or income, suffering a loss (of production or otherwise), the costs of or related to stoppages or delays, penalties, discounts and/or payments from third parties (or the loss of these), all in the broadest sense of the word.
2. The customer shall indemnify Coulisse against and compensate it for all third-party claims ensuing from infringement of Coulisse's intellectual property rights by the customer, its subordinates or third parties engaged by it, including: patent rights, trademark rights, design rights and copyrights on the Goods, designs, licenses, know-how and information.

16 Liability of Coulisse

1. Coulisse shall only be liable for direct damage (to persons and/or property) of the customer which is the direct and exclusive result of a shortcoming attributable to Coulisse. The following limitations shall also apply:
   (a) indirect damage, whatever the cause, never qualifies for compensation. “Indirect damage" shall mean: construction and expansion costs, transport costs, loss of profit and/or income, suffering a loss (of production or otherwise), the costs of or related to stoppages or delays, penalties, discounts and/or payments from third parties (or the loss of these), all in the broadest sense of the word;
   (b) direct and/or indirect damage caused by intent or gross negligence by auxiliary persons and third parties engaged by Coulisse shall never be eligible for compensation;
   (c) the direct (personal and/or property) damage to be compensated by Coulisse shall never exceed the amount of the invoiced and actually paid price for the Goods concerned.
   In no event shall Coulisse's liability exceed the amount actually paid by its insurer in the case concerned.
2. For any right to compensation to arise, the customer must always, after the defects, shortcomings and/or damage arise, report these to Coulisse in detail and in writing as soon as reasonably possible, and in any event within fourteen (14) working days after the defect, shortcoming and/or damage occurs, and the customer must do everything which can reasonably be expected of it to limit its damage.
3. Without prejudice to the foregoing, the provisions which limit or exclude Coulisse's liability in these General Terms and Conditions shall not apply if the liability relates to damage caused by intent or deliberate recklessness on the part of Coulisse or its management.

17 Force majeure

1. Force majeure shall mean: a breach on Coulisse's part which cannot be attributed to its fault or should otherwise be for its account and as a result of which performance of the contract is temporarily or permanently impeded, as well as, insofar as not already included therein, measures, laws or decisions by international, national or regional (government) bodies, war or danger of war, embargo, riots, strikes, lockouts, factory and transport problems, fire, lightning strikes, natural disasters, water damage, power failure, malfunctioning of communication and telecommunications lines, pandemics and epidemics and other serious malfunctions in Coulisse's business or that of its suppliers.
2. If it is established that the force majeure situation at Coulisse or one of the third parties engaged by it will last three (3) months or longer, each of the Parties shall be entitled to terminate the contract early without observing any notice period. Termination within the meaning of this Article shall be in writing.
3. Force majeure on the part of Coulisse or one or more of the auxiliary persons or third parties and suppliers engaged by Coulisse shall suspend its obligations under the contract for as long as the force majeure situation continues. Such force majeure shall not suspend the customer's obligations under the contract.
4. Coulisse shall not accept any liability for and shall therefore not be obliged to compensate direct and/or indirect damage, costs and/or losses by or at the customer and/or third parties, which direct and/or indirect damage is caused by or in any way relates to the force majeure situation on the part of Coulisse or one of the auxiliary persons, third parties and suppliers engaged by it.

18 Termination of the Contract by Coulisse

1. The customer is by operation of law in default if it: 
   (a) breaches any obligation under the Contract and/or these General Terms and Conditions; 
   (b) is declared bankrupt, or applies for or obtains a moratorium of payments or any statutory debt rescheduling arrangement, or if any such proceeding is initiated against it; 
   (c) transfers its business operations to, or control over its business is acquired by, any third party; 
   (d) loses its legal personality, is dissolved or liquidated; or 
   (e) ceases or threatens to cease to carry on business.
2. In the situation referred to in paragraph 1, Coulisse shall be entitled to terminate the contract unilaterally, in whole or in part, without a notice of default, without Coulisse being obliged to pay any compensation and without prejudice to Coulisse's other rights, including the right to full compensation for all of its direct and/or indirect damage. Termination of the contract within the meaning of this Article shall occur in writing.
3. If, at the time of termination referred to in this Article, the customer has already received Goods(s) in execution of the agreement, these Goods and the related payment obligation(s) shall not be subject to the termination. Amounts which Coulisse has invoiced before termination in connection with what it has already performed and/or delivered in execution of the contract shall continue to be owed in full and shall be immediately due and payable at the time of termination.

19 Intellectual property rights

1. All rights, including but not limited to intellectual property rights, concerning or relating to the Goods, designs, know-how, information provided in connection with any agreement concluded between Coulisse and the customer and other services and/or work performed in the broadest sense of the word (hereinafter, "IP Rights"), shall be vested exclusively in Coulisse or, if applicable, its licensor(s).
2. If a third party is the owner of the IP Rights and this third party directly or indirectly imposes conditions on the customer's use thereof, the customer shall always comply with these conditions. At the written request of the third party, Coulisse shall inform the customer of such conditions.
3. The customer shall only acquire rights of use insofar as they are explicitly granted to the customer. Such allocation may occur through these General Terms and Conditions, or through another agreement between Coulisse and the customer.
4. If the customer agrees with Coulisse that Coulisse shall reproduce, adapt, share or perform other acts, the customer warrants that this shall not infringe third-party rights. The customer shall indemnify Coulisse for all damage ensuing from such an agreement, including but not limited to damage ensuing from third-party claims. The customer shall be obliged to fully compensate all damage sustained by Coulisse in this regard.
5. The customer is not permitted to remove or modify any indication of IP rights - in the broadest sense of the word - with respect to the Goods, designs, know-how, information and other services and/or work performed. This also applies to indications of their confidential nature and secrecy.
6. If the customer receives a claim or other writing from (a) third party/parties in connection with the IP Rights, the customer shall be obliged to inform Coulisse immediately and in detail in writing about the existence and substance of the claim and/or other writing. If the customer does not do so, Coulisse shall not be liable to the customer in any way for damage suffered by the customer in connection with the claim and/or the letter in question. At Coulisse's option, Coulisse shall itself conduct the handling of the claim and/or the writing. This shall include conducting proceedings and/or reaching any settlements. If Coulisse decides to handle the settlement itself, the customer shall hereby furnish Coulisse with all powers of attorney necessary for this purpose. The customer shall also be obliged to cooperate fully and provide all information requested by Coulisse to defend itself, if necessary, in the customer's name, against this claim and/or this letter.
7. Coulisse shall not be liable for any damage by the customer which relates in any way to the IP rights or to infringements of third-party rights.
8. If the customer does not comply with the provisions in this Article, the customer shall forfeit an immediately due and payable penalty of eighty thousand Renminbi (RMB 80,000) per violation, without prejudice to Coulisse's other rights, including the right to claim full compensation and/or performance.

20 Information from the customer

1. The customer warrants that all specifications, data, instructions, inspection requirements, explanations, modifications, supplements, directions, and other information and goods provided by it to Coulisse shall be correct and complete.
2. The customer warrants that it owns and/or has title to the information and goods described in the preceding paragraph. The customer also warrants that the customer (timely) has all necessary licenses, permits, authorizations and/or consents to lawfully furnish the information and goods referred to in the preceding paragraph to Coulisse, and to enable Coulisse to receive, store and use them in the broadest sense.

21 Confidentiality

1. The parties are obliged to maintain strict confidentiality of all information and information carriers shared in any way in connection with the contract. The information referred to above shall include, but not be limited to: information relating to IP rights, designs, know-how, customers, prices, documentation, photographs, drawings, image and sound recordings, know-how and (other) information, including, but not limited to, specifications, data, instructions, inspection regulations, explanations, changes, additions and materials, including designs, copies, reproductions and misprints and the like. Information carriers are understood to mean: all manufactured and/or shared means by which information is stored and/or transmitted, including but not limited to written documents, (sound and/or image) material, CD-ROMs, DVDs, forms, optical data carriers, digital data asset management systems, magnetic tapes and discs, as well as other means on which data are or can be recorded. The information and data carriers described above are hereinafter referred to as "Confidential Information”.
2. Without prejudice to the provisions of Article 20 of these General Terms and Conditions, Coulisse shall be considered the owner and/or party entitled (with respect to) the Confidential Information it shares with the customer.
3. Insofar as the Confidential Information contains personal data, each of the Parties shall only process it in accordance with all applicable data protection and privacy laws of the People's Republic of China, including without limitation the Personal Information Protection Law, the Data Security Law and the Cybersecurity Law, and any implementing regulations thereunder.
4. The parties may only use, share, reproduce, distribute, publish, edit and otherwise exploit the Confidential Information to the extent necessary for the performance of any agreement entered into between them, except with the prior written consent of the other party to the contrary.
5. The confidentiality obligations also apply to all persons working in the organization of the party concerned.
6. After termination of the contract, the Confidential Information must be provided immediately to the providing party in, to the extent possible, the format in which it was obtained.
7. The customer shall indemnify Coulisse against damage, including damage resulting from third-party claims, relating to the Confidential Information.
8. If the provisions of this Article are not complied with, the party in breach shall forfeit an immediately due and payable penalty of eighty thousand  (RMB 80,000,-) per breach, without prejudice to the other rights to which the party not in breach is entitled, including the right to claim full compensation and/or performance of the contract.
9. If the Parties agree that Coulisse shall keep Confidential Information and no term is agreed on in this regard, this shall occur for a term not exceeding one (1) year.
10. If Coulisse has entered into a non-disclosure agreement (NDA) with the customer, the text of the NDA shall prevail in the event of inconsistencies between the text of the NDA and these General Terms and Conditions.

22 Interpretation

1. If one or more provisions of the contract or of these General Terms and Conditions turn out not to be or no longer to be legally valid, the contract and these General Terms and Conditions shall remain in force for the rest. The provisions that are not or no longer legally valid shall be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.
2. These General Terms and Conditions have been translated into Chinese, German, English, Polish and Spanish. In the event of a conflict between the provisions or interpretation of the English version and a translation, the English text shall be the point of departure and shall prevail over a translation.
3. The fact that Coulisse does not demand strict compliance with these General Terms and Conditions in all circumstances shall not in any way imply that Coulisse is waiving the right to demand strict compliance in any case.
4. If the law, the contract or these General Terms and Conditions prescribe a written form, this form shall also be satisfied for messages sent electronically, such as e-mail or Coulisse's portal. Coulisse's system shall be decisive in determining the content and receipt of messages by electronic means.

23 Applicable law and competent court

1. These Terms are governed by the laws of the People’s Republic of China. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded, unless the Parties expressly agree otherwise in writing.

2. Any dispute shall first be resolved through friendly negotiation between the Parties. If such dispute is not resolved in this manner within sixty (60) calendar days after the date on which one Party has served notice on the other for the commencement of discussions, or within any mutually agreed extended period, then the dispute shall be submitted to Shanghai International Arbitration Center (the “SHIAC”) for arbitration which shall be conducted in accordance with the SHIAC’s arbitration rules then in effect at the time of applying for arbitration. The arbitral award is final and binding upon both Parties. The place of arbitration shall be in Shanghai, the PRC. The number of arbitrators shall be three (3) and the arbitration proceedings shall be conducted in Chinese.

    

   B.              SPECIAL PROVISIONS

3. Articles 24 up to and including 29 apply, alongside the general provisions above, insofar as the contract between Coulisse and the customer (also) relates to the provision of services, such as measuring, installation, repair and maintenance work (“Work”). In cases of conflict between articles 24 to 29 and other articles of these General Terms and Conditions, these articles 24 to 29 take precedence.

24 Obligations of the customer

1. In good time prior to the execution of the Work, customer must ensure that: 
   (a) he provides Coulisse with all the information required for the performance of the contract in good time, including, inter alia, the data and approvals required for the design of the Work (such as permits and consents), construction-technical and/or from health and safety policy prescribed (assembly) regulations and on-site particulars; 
   (b) Coulisse has unobstructed access to the building, site and/or room(s) in which or on which the Work is to be performed; 
   (c) there is sufficient opportunity for supply, storage and/or removal of the supplied products to be assembled, the building materials and auxiliary materials; 
   (d) there are subsequent connection facilities for electrical machinery, and that lighting, heating, electricity, gas, compressed air and water are available;
2. Customer shall ensure that all information provided is correct and complete and shall indemnify Coulisse against third party claims arising from the incorrectness and/or incompleteness of such information. The customer must notify Coulisse of changes in his situation, and do so promptly so that Coulisse can take them into account in the execution of the Work.
3. The customer must ensure that Coulisse can carry out the Work without hindrance.
4. The necessary electricity, gas and water shall be at the expense of customer.
5. Customer is responsible for ensuring that the constructional requirements of the Work in the building(s) and/or room(s) in which the Work is to be performed are met, in particular for the required connections and connection capacity, the statics of floors, walls and ceilings, and/or sufficient drilling depth for performing drilling and dowel work as part of the Work. Furthermore, it is assumed that the Work is carried out in closed rooms without increased risk of corrosion, unless otherwise agreed.
6. Coulisse does not provide services related to electrical connections, except for any required internal cabling of its own supplied Goods. The customer is responsible for ensuring that the electrical connections are adequate and that the connections were made safely and competently.
7. The customer shall inform Coulisse of the exact location of the drilling to be carried out for the purpose of the Work; in doing so, the customer must ensure that there are no pipes in the wall/ceiling/floor at the planned drilling locations that could be damaged by the drilling work. Coulisse shall not be obliged to carry out his own inspections of the location of pipes and Coulisse shall not be liable for damage resulting from damage to pipes and/or wiring.
8. If the customer does not fulfill the aforementioned obligations or does not fulfill them on time, Coulisse shall be entitled to suspend the performance of the contract until such time as the customer does fulfill his obligations. Also, Coulisse has the right to terminate the contract in an incomplete state of the Work. The costs associated with the delay or lost labor hours incurred, the costs of performing additional work and any other consequences resulting from this shall be at the expense and risk of customer.

25 Obligations of Coulisse 

1. Coulisse shall perform the Work with the diligence of a good contractor.
2. If warranted by the nature of the Work, Coulisse will survey the site prior to performing the Work.
3. Coulisse shall point out to the customer any imperfections in constructions and working methods prescribed by or on behalf of the customer and in orders and instructions given by or on behalf of the customer, as well as any defects in building materials and resources made available or prescribed by the customer, insofar as Coulisse is aware of them.
4. If payment on the basis of actual work done has been agreed, Coulisse will draw up weekly reports and submit them to the customer. The weekly reports will include notes on hours spent and materials processed. If the customer objects to the contents of a weekly report, he shall inform Coulisse thereof in writing or electronically, giving reasons, as soon as possible, but no later than one week after receipt of the weekly report. Late objections shall invalidate the customer’s rights in this regard.

26 Cost-increasing conditions

1. Cost-increasing circumstances are circumstances:  
   (a) which are of such a nature that the likelihood of their occurrence should not have been taken into account when the contract was concluded
   (b) that cannot be attributed to Coulisse and
   (c) which increase the cost of the Work.
2. Cost-increasing circumstances entitle Coulisse to compensation for the resulting consequences.
3. If Coulisse is of the opinion that cost-increasing circumstances have arisen, he shall inform the customer in writing or electronically. The parties will then consult in the short term as to whether cost-increasing circumstances have occurred and, if so, to what extent the cost increase will be compensated in accordance with the regular fees of Coulisse.
4. Instead of agreeing to compensation, the customer is entitled to limit or simplify the Work if and insofar as this is acceptable for Coulisse and the functionality of the design. The amount payable by the customer in this case will be determined according to standards of reasonableness and fairness.
5. Changes by customer in the contract or the Work will - except in urgent circumstances - be agreed in writing or electronically. The absence of a written or electronic order shall not affect Coulisse’s claims for payment of additional Work.
6. If the customer orders more work to be performed, Coulisse may charge 25% of the agreed amount by way of advance payment. Coulisse shall invoice the remaining portion upon completion of the additional work or with the next instalment invoice.

27 Execution time, delay of completion

1. If the period within which the Work is to be completed is expressed in working days, a working day is understood to mean a calendar day, unless it falls on a day of rest, holiday, vacation or other non-individual holiday that is generally recognized or prescribed by the government or by or by virtue of a collective labor agreement. Working days or half-days shall be regarded as unworkable if the majority of the workmen or machines cannot work for at least five hours due to circumstances beyond Coulisse’s control.
2. Coulisse shall be entitled to an extension of the period within which the Work shall be completed if Coulisse cannot be required to complete the Work within the agreed period as a result of force majeure, circumstances for which the customer is responsible, or as a result of more work.
3. If the commencement or progress of the Work is delayed by factors for which the customer is responsible, the damage and costs resulting therefrom for Coulisse shall be compensated by the customer.
4. If the customer is declared bankrupt or applies for a suspension of payments, or if any lawful attachment is levied on him by a third party, unless this attachment is lifted within one month, whether or not against security, Coulisse is entitled without further notice to suspend the Work, or to terminate the contract even if the Work is unfinished.

28 Completion and approval

1. Coulisse shall inform the customer when the Work has been completed and the Goods are ready for use.
2. The Goods and/or Work will be deemed to have been delivered in accordance with the contract if the Goods have been made available to the customer ready for use and/or the customer has been informed that the Work has been completed and the customer has checked the specifications, properties, qualities, etc. agreed upon for this purpose and the delivery statement or work order has been signed for approval by the customer.
3. The Goods and/or Work are also deemed to have been delivered in accordance with the contract if the customer has not inspected or complained to Coulisse within a period of two (2) weeks after the Goods have been made available ready for use and/or after the notification that the Work has been completed, or so much earlier if the customer has already taken the Goods into use - as far as possible - before this day.
4. If the customer rejects the Goods or Work, he must do so in writing or electronically, stating the defects that are the reason for rejection. Minor defects, which can reasonably be repaired within a reasonable period of time, will not be a reason for rejection.
5. After the day on which the Goods and/or Work are deemed to have been delivered, the Goods and/or Work are at the customer's risk.
6. Work not yet performed or not yet completed by third parties engaged by or on behalf of the customer, which affects the proper use of the Goods, shall not affect the readiness for use and delivery.
7. If the customer wishes to have changes made to the Goods and/or Work after delivery, this will be regarded as additional work. Coulisse shall then be entitled to charge the customer separately for the resulting costs and/or time to be spent on these according to article 26.
8. After the day on which the Work is considered delivered, Coulisse is no longer liable for defects in the Work. This does not apply if there is a defect that became apparent during an agreed maintenance period and that could not reasonably have been recognized by the customer at the time of delivery, unless Coulisse makes it plausible that the defect must be attributed with a high degree of probability to a circumstance that can be attributed to the customer. The legal action on account of such a defect shall not be admissible if it is instituted after the lapse of one year after the expiry of the maintenance period.

29 Suspension by the customer, early termination

1. The customer is authorized to suspend the performance of the Work in whole or in part. Provisions to be made by Coulisse as a result of the suspension, and damage suffered by Coulisse as a result of the suspension, shall be compensated by the customer.
2. If damage to the Work occurs during the suspension, it will not be borne by Coulisse.
3. If the suspension lasts longer than 14 days, Coulisse may demand proportional payment for the performed part of the Work and the Goods delivered. Building materials brought onto the work location, not yet processed but already paid for by Coulisse, will be taken into account.
4. If the suspension of the Work lasts longer than three months, and without prejudice to the provisions of article 18, Coulisse is authorized to terminate the contract and leave the Work in an incomplete state. In that case, payment must be made in accordance with the following paragraph.
5. In case of a suspension as stated in the preceding paragraph or in case of (early) termination of the contract by the customer, although the Work has not yet been completed, Coulisse shall be entitled to the full contract sum, increased by the costs it has had to incur as a result of the non-completion and reduced by the costs saved to it by the suspension and/or termination. Coulisse is entitled to charge 10% of the value of the uncompleted part of the Work instead of the foregoing claim. 

EN