1.1 The General Terms of Maintenance and Repair set out hereinafter (“Terms”) shall apply, unless otherwise agreed in writing, to all work performed upon aircraft or equipment (including Unit Load Devices/ULD) or parts delivered thereof which AES shall carry out itself or delegate/subcontract to third parties. AES will not recognize differing terms and conditions of the Customer unless AES has explicitly consented to their applicability in writing. The present Terms shall apply also to any future business relations with the Customer even if they are not explicitly reiterated.
1.2 Quotations issued by AES and accepted by Customer are subject exclusively to these Terms. Nothing contained in or attached to a Quotation will operate to modify or add to the provisions of these Terms unless it is the mutual intent of the parties as stated in writing to so modify or add to these Terms in respect to a specific Quotation. In the event of a conflict between the provisions of these Terms and the terms and conditions of a Quotation, the Quotation shall control.
1.3 Each individual AES maintenance facility shall be deemed to be a separate, independent unit under the present Terms. Commitments entered into by a AES facility shall be valid only with respect to the relevant facility and shall not be attributable to any other facility of AES.
1.4 In the event that any one or more of the present Terms shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining present Terms hereof shall be unimpaired and the invalid, illegal or unenforceable term shall be replaced by a mutually acceptable term, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable term.
2.1 AES ‘s quotations and cost estimates are binding only when countersigned by AES, and for the time period indicated (“Quotations”).
2.2 Together with a Quotation, these Terms shall constitute the agreement of the parties (“Agreement”) which shall become effective when executed by AES or upon initiation of the work quoted.
3.1 Each order authorizes AES without additional approval by the Customer to carry out or cause to be carried out all such work as shall be necessary for testing the object to which the order refers, with the exception of test flights.
3.2 Any test flights (if required) shall be conducted by the authorized customer crew and/or their appointed representatives. Any and all expenses related to flight testing (fuel, landing – over flight fee, pre-flights checks, etc) shall be paid by the Customer.
3.3 Unless specifically agreed, the work scope does not include any update of the aircraft related documentation (e.g. IPC, MM, handbooks etc.).
3.4 Work to rectify any defects reasonably required to allow for issuance of a Certificate of Release to Service will be carried out according to AES Quality Assurance Procedures.
3.5 AES shall be authorized to delegate/subcontract any work ordered by a Customer to an approved and authorized third party organization without previously notifying the Customer or obtaining specific consent of the same.
3.6 Unless specifically otherwise agreed, all equipment and furnishings removed and not reinstalled in accordance with the specification shall become the property of AES.
4.1 Customer representative(s) staying at a AES facility during any portion of a maintenance input downtime can be supported by AES at the respective AES facility with ancillary services which are in direct connection to that maintenance input including accommodation and lodging, ground and air transport, telecommunication and other similar support services available in the course of reasonable customer care activities. In case of medical emergency situation also health care support for the Customer representative directly can be arranged for. The Customer herby represents that his representative(s) is/are entitled to order such ancillary services on the Customer’s behalf. Such orders need to be in written form and be signed by the Customer representative. Cost for such ancillary services will then be paid directly to the provider by AES and charged back to the Customer as separate line items in the invoice for the respective maintenance input.
5.1 Prices are quoted for components delivered in average condition without consideration or research of aircraft/component history. Prices do not include additional work that may be required due to configuration of the aircraft/component, non-availability of documentation and drawings, discrepancies, corrosion and defects found during the performance of the work. If no fixed price is agreed upon, AES shall apply the prices it charges at the time of performance for the type of work involved (usually time taken and material at agreed rates).
5.2 All prices shall be net ex-works unless specifically otherwise agreed. Subcontractor and spare parts price increases, foreign exchange rate fluctuations, and increases of customs charges, taxes or other dues augmenting AES’s cost price shall be borne by the Customer if they occur after the confirmation of order. Prices exclude all taxes, and Customer shall pay, indemnify and hold harmless AES with respect thereto, except for those taxes imposed on AES directly by the government of the registered location of the contracting AES facility that are measured by AES’s net income, capital or net worth. The Parties shall collaborate for the compliance with any tax laws and regulations, and provide each other with any certificate, document and assistance that the other Party can reasonably request to comply with worldwide tax laws and regulations.
5.3 Any payments due by the Customer to AES are subject to VAT if provided so by the applicable legislation. The Customer will pay this VAT to AES in addition and at the same time to those other payments due by the Customer to AES under this and separate arrangements.
Upon request of AES, the Customer will submit to AES a valid VAT identification or registration number together with its VAT registration certificate as well as satisfy other applicable conditions, if any, for a possible VAT exemption, zero-rating or exception to the applicable VAT charge.
AES is further allowed to request additional information required for purposes of defining the correct VAT treatment of its services to the Customer in accordance with the applicable VAT legislation. Such additional information may contain, but not be limited to, status of the flight, aircraft and / or passenger (e.g. commercial, business or private use, foreign aviation registration numbers, AOC or similar certificates, international or domestic transport).
5.4 If the Customer purchases components required for maintenance work by AES directly and delivers these parts for installation, AES is entitled to charge for handling plus applicable taxes, custom and import charges. The amount of such charge for handling shall be established as per the then current price list of AES. Any Customer Furnished Material shall meet all requirements of AES’s Part-145 MOE and associated company procedures and be accompanied by original certificates. AES may order components required for maintenance work on behalf of the Customer through Customers OEM Spare Parts Program and charges shall be invoiced (incl. applicable taxes) to OEM or the Customer as per the program rules, and in case of doubt to the Customer.
6.1 AES shall be entitled to demand a reasonable advance payment prior to commencement of work or partial or full payment at any time for the agreed work scope. The Customer cannot claim any interest for any payments made in advance regardless of the timing of such payments. Payments, including any advance payments, shall be due on the dates fixed even in the event of delivery postponement by the Customer.
6.2 The Customer guarantees that all cost and expenses incurred or taxes applicable in connection with the execution of the order shall be paid without any deduction on the dates or within the payment term specified in the invoice. If no date or payment term is specified in the invoice the Customer agrees to pay in any case within thirty (30) days of issuing of invoice. In the event of AES performing any work at any location other than one of its own facilities, the Customer shall also reimburse AES for all costs, taxes and expenses incurred by or to be incurred by AES on such activities, including but not limited to the following: travel, car rental, board and lodging expenses as well as fee for travelling time and living allowances, transportation costs, duties, handling fee, charges, taxes, fees and cost of material.
6.3 The Customer shall not be entitled, in particular due to alleged or actual deficiencies, to withhold payment or part-payment for work performed by AES or offset any counterclaims, unless such counterclaims have been accepted by AES. If the Customer disputes an invoice in good faith it shall provide AES with written details of the disputed element within 10 days of receipt of the invoice and pay the undisputed part on time. Failure to comply with this Condition shall result in deemed acceptance by the Customer of the correctness of the invoice in question.
6.4 If the Customer fails to effect payment(s) at the dates due, AES shall be entitled to charge interest from the day on which payments have been due. Unless otherwise agreed, such interest shall be at the rate of 1.5% each accumulating month of delayed payment up to a maximum rate of 15% per year.
6.5 Payment by credit cards, cheques, bills of exchange or money orders shall not be considered to have been effected until the date of positive crediting to the applicable AES bank account.
6.6 In case of breach of payment, AES may suspend the Agreement and stop work if the Customer does not remediate the breach of payment within 10 days after notification of work stop. Notification of the work stop by email will be sufficient. Any additional costs resulting from the stop work shall be charged to Customer. In case the default is not remedied within 2 weeks after notifying the Customer of work stop, AES may terminate the Agreement and AES may remove the aircraft from the hangar/tarmac area at Customer’s expense and sole risk.
7.1 Any deadlines are binding only if it has been expressly confirmed in writing as such by AES.
7.2 Observance of such binding deadlines shall be subject to the Customer having previously met all contractual obligations, in particular the due and timely delivery of the object of order including keys, aircraft papers, etc., any permits, approvals and clarifications, the settlement of technical questions, the remittance of advance payments demanded by AES and the prompt fulfilment of the Customer’s all other duties under the contract. If this is not the case, appropriate deadline postponements shall be specified or work stoppage may occur.
Deadlines shall also be postponed if compliance with defined deadline is not possible because of force majeure or unforeseeable events. AES shall not be liable to Customer for any failure to meet its obligations due to any cause beyond AES’s reasonable control and not occasioned by its fault or negligence (an “Excusable Delay”). Excusable Delay events may include but are not limited to: (i) delays or refusals to grant an export license or the suspension or revocation thereof; (ii) any other acts of any government that would limit the ability for contract performance; (iii) fires, earthquakes, floods, severe weather conditions, or any other acts of God; (iv) epidemic, quarantines or regional medical crisis;(v) labor strikes or lockouts; (vi) riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might be reasonably be expected to cause injury to people or property); and (vii) shortages or inability to obtain materials or components. If an Excusable Delay event causes AES delay, then the date of AES’s performance will be extended by the period of such delay.
7.3 In the event of a slot and/or work scope cancellation by the Customer, Customer shall be liable to pay to AES a cancellation fee equal to 5% of the total amount quoted for the project within 10 (ten) days of the cancellation notice. In addition, AES reserves the right to invoice and Customer agrees to pay for any restock charges incurred and any materials and components ordered to support the project, as well as labour, planning or any other direct costs related to project preparation. For the sake of clarity, if materials or components cannot be returned to their respective vendor(s), Customer will be billed in full for these items.
7.4 The same applies in case that the aircraft replacement parts and ground support equipment or parts have to be delivered by a third party for the work and the party is delayed and purchase of the parts from a different source is not reasonably possible.
7.5 In case such extended deadline is not met for reasons which AES is responsible for, the Customer shall have the right to withdraw from the contract by written statement after paying full compensation for the work already performed by AES. The Customer shall have a claim for damages only in cases where the Customer’s losses, damages or expenses result directly from the wilful misconduct or gross negligence of AES.
8.1 Exchange basis: If the Customer is supplied with exchange parts, he shall return the off-core parts to AES within 10 days of the receipt of such exchange parts. The costs of exchange shall be determined in advance by the manufacturer of the parts or by AES. If the expense of repairing the returned off-core parts exceeds the cost of the exchange, the Customer shall be charged with the difference. If for any reason whatsoever the Customer returns a part remitted to him by AES without having used it, such part shall only be accepted if serviceable upon arrival at AES. The Customer shall in addition be charged with a restocking and certification fee of 15% of the part's current list price or such charges that a supplier or OEM applies and invoices to AES, whichever is higher. If a returned part is found to be defective, the Customer shall be charged with the cost of repairing and recertification. If the part is not repairable, the Customer shall be debited with the full sales price.
8.2 Loan basis: The provisions of AES standard loan agreement shall be applicable to loaned parts even in cases in which no such agreement is specifically concluded. Loaned parts shall be returned serviceable in any event. If such is not the case, the repair and recertification costs or, if repairs are not cost-effective, the replacement cost of loaned parts shall be charged to the Customer.
9.1 The Customer shall deliver at its own expenses the part or equipment to be repaired or maintained (“Subject of Order”) DDP (Incoterms 2010) AES facility where such repair or maintenance shall take place.
9.2 The repaired and/or maintained aircraft, part or equipment shall be redelivered by AES Ex Works (Incoterms 2010). Shipment of the Subject of Order to the Customer, including temporary storage of the same en route or at destination, shall be entirely at risk and expense of the Customer.
9.3 Acceptance of the Subject of Order will be approved in writing or earlier if the Customer utilizes it. Acceptance will be at the expense of the Customer. Acceptance is not permitted to be refused for flaws that do not interfere with the airworthiness or significantly interfere with the functional capability of the Subject of Order.
9.4 Once AES has given the Customer written notice of completion of a repair or maintenance job, the Customer will pick up the Subject of Order and inspect the services within a period of no more than 3 working days from the date of notice, after which period the Customer will be in default and deemed to have accepted the Subject of Order and the aircraft parts will be entirely at his risk, and AES will only remain liable thereafter for destruction/damage to the parts arising directly from the wilful misconduct of AES.
9.5 In case the other Subject of Order remains at AES because (i)formal redelivery and/or acceptance has not occurred due to work stoppage by AES or (ii) the contract is terminated by either party , or (iii) acceptance deadline as stated in 9.4 has lapsed, and in consequence the aircraft remains grounded then it will be the sole responsibility of the Customer to define and formally order to AES any preventive or preservative maintenance measures to be applied to the parts during such extended grounding period of the aircraft to ensure continuing airworthiness and fitness for use of the component. AES hereby expressively excludes any liability for dilapidation of the aircraft component during any prolonged grounding period. The aircraft or Subject of Order will be entirely at Customer’s risk, and AES will only be liable for destruction/damage to the aircraft part arising directly from the wilful misconduct of AES.
9.6 In case Customer fails to advise on performance of maintenance measures per article 9.5, or if Customer does not respond to AES request on such measures and if AES in its reasonable judgement concludes that certain preventive maintenance actions would be advisable, Customer agrees that AES has the right, but not the obligation, to define and perform such actions. Customer will remain fully responsible for the cost of such actions.
10.1 Title to goods supplied (whether on their own or as part of the performance of services and whether separate and identifiable or incorporated in or mixed with other goods) by AES to the Customer (“Goods”) shall remain with AES until full payment for work has been received by AES.
10.2 Any resale by the Customer of Goods in which title has not passed to the Customer shall (as between
AES and the Customer only) be made by the Customer as agent for AES and the Customer shall be deemed to be holding any monies received from the resale of such Goods on trust for AES.
10.3 AES’s employees and agents shall be entitled to enter any land, buildings, vehicles or aircraft where the Goods or part of them are situated or are reasonably thought to be situated, and may take possession of them at any time, to the extent permissible under the Applicable Law. If the Goods have been fitted to or fixed to an engine or aircraft, the Customer explicitly grants AES the right to take possession of them and AES’s title in the Goods shall not be affected by any stipulation or rule of law that the Goods have become part of an engine or aircraft.
In respect of all claims, whether due or not, resulting from contractual relations with its Customers, including claims resulting from prior business relations with the Customer concerned, AES shall have, in addition to its legal right of retention, a contractual right of lien on such objects in its possession, independently of the Customer’s proprietary rights. The Customer herewith gives its consent and approval to all measures reasonably taken by AES to secure its right of lien. The Customer agrees that AES has the right to retain the aircraft and / or to enforce such right of lien for the purpose of securing any of its claims against the Customer, including claims resulting from (i) prior business relations with the Customer concerned, and/or (ii) a business relationship between the Customer and any affiliate which is under the same ultimate control as AES.
12.1 AES warrants that maintenance and repair works carried out by it shall be free from any defects in workmanship when leaving works.
12.2 The warranty of AES shall be voided if (i) the Customer does not inform AES in writing within ten (10) days from the discovery of the defect, (ii) the Customer does not give AES immediate access to the aircraft in order to inspect the defects, (iii) the Customer or a third party appointed by the Customer have tried to repair the defect without the prior inspection and/or authorization by AES, (iv) the Customer has not taken all precautions to prevent an aggravation of the damage, or (v) the Customer does not comply with operating instructions given by AES or the Aircraft Manufacturer.
12.3 In case that any defect results from faulty workmanship of maintenance and/or repair work performed by AES, the sole remedy available to the Customer shall be the immediate remedy of such defect by AES by repairing and/or replacing, at AES’s sole discretion, any defective parts and/or workmanship up to a maximum amount not exceeding the total sum of the relevant work order. AES is not responsible for any other costs or expenses including but not limited to transporting the aircraft or warranted items to any repair facility.
12.4 As long as the Customer is in default of payment, no warranty claims whatsoever shall be considered.
12.5 No warranty claims will be considered for used parts or makeshift repairs installed or performed at the request of the Customer. If the Customer demands that equipment, spare parts, material, etc. supplied by himself are used, AES bears no responsibility as to the function of the said equipment and/or installation and refuses any warranty for the same.
12.6 In case of work performed by third parties, AES’s warranty shall be limited to the extent to which AES is entitled to claims against third parties and can successfully enforce such claims.
12.7 For equipment and spare parts, the respective third party manufacturer’s and/or supplier’s warranty shall be applicable and AES does not assume any additional warranty for such equipment and spare parts.
12.8 AES will, so far as it is able, pass on to the Customer the benefit of any warranty given by any third party (whether manufacturer, sub-contractor or otherwise) in respect of equipment and spare parts and/or services.
12.9 Except as specified above in this clause 12, all Goods and services are sold without any warranty whatsoever. THE EXPRESS WARRANTIES IN THIS SECTION 12 ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES (EXCEPT FOR THE WARRANTY OF TITLE) AND
REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS (INCLUDING FITNESS FOR A
PARTICULAR PURPOSE) (COLLECTIVELY “EXCLUDED WARRANTIES”). Except as expressly set
forth in these Terms, Customer, on behalf of itself and all owners, operators, lessors, lessees, and insurers of the Aircraft, hereby waives and releases all rights, claims, and remedies (through subrogation or otherwise) with respect to any and all Excluded Warranties, duties, obligations, and liabilities in tort or contract arising by law or otherwise from these Terms or the work, including: (1) liability for a AES Party’s own negligence or (2) strict liability or product liability.
13.1 AES shall maintain at all times a product liability insurance.
13.2 Any liability by AES shall be precluded unless the Customer’s losses, damages or expenses result directly from the negligence or wilful misconduct of AES.
13.3 In no event will AES be liable for any incidental damages (except damages which are a direct consequence of physical damage to the Aircraft in AES’s care and custody caused by AES's negligence or wilful misconduct). To the fullest extent permitted under the applicable law, AES shall in no circumstances be liable for any consequential loss nor for special damages, indirect or incidental damages, loss of profits, loss of revenue or loss of use, even if informed of the possibility of such damages.
13.4 To the extent permitted under applicable law, these limitations will apply regardless of whether liability arises from breach of contract, warranty, tort (including but not limited to negligence), by operation of law, or otherwise.
13.5 The Customer shall be liable to AES for any damage he, his representative or his vicarious agents may cause to the subject of order and for damage caused by negligence or intention to AES, its representatives or its vicarious agents.
13.6 AES is under no obligation to take insurance coverage for the Aircraft, its components or parts or equipment, which are located on its premises, in its workshops or on its parking areas. The Customer undertakes to take out insurance coverage for property (Hull All Risk Insurance including Hull War and Allied Perils coverage on aircraft and aircraft spare parts, including improvements installed thereon as the work progresses). The Customer furthermore undertakes to take out a respective third-party liability coverage (including flight risks, Aircraft Combined Single Limit/Third Party & Passenger Liability Insurance) with a combined single limit for the duration of this Time. It is moreover understood that the customer and it’s insurers/reinsurers waive all rights of recourse and/or subrogation against AES under the Hull All Risk, Hull War and Allied Perils and Aircraft Third Party Insurance and include AES its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and vicarious agents as additional insured. If the Customer has ordered services from AES on behalf of a third party, the Customer guarantees that such third party effects and maintains insurances in the same way. The Customer will upon AES’s request produce copies of the respective insurance certificates for the insurances mentioned in this clause.
14.1 The Customer shall undertake to discharge AES from any third party claims that may be advanced against AES for any legal reason whatsoever in connection with any work carried out by AES to the Customer’s order and to assume any and all expenses and costs that may be incurred by AES due to such claims.
14.2 The Customer assumes the risk of and agrees to indemnify and hold harmless AES (including its officers, agents and employees) from and against any and all liability, damage, loss, cost and expense, including attorney’s fees, on account of any claim, suit or action made or brought against AES for the death of or injury to employees, agents, representatives and subcontractors of Customer, or damage or destruction of property of Customer, its employees, agents, representatives or subcontractors sustained in connection with Customer’s presence on AES facilities during the course of the Agreement, except due to the gross negligence or wilful misconduct of AES or its employees (acting within the scope of their employment). This indemnification does not apply to damage or destruction of the aircraft upon which work is performed, which is addressed elsewhere under these Terms.
15.1 The parties agree, that in pursuing any agreement, and in performing under their business relations, they will fully comply with all laws, regulations, and policies of their respective countries, including applicable anti-bribery laws.
15.2 The Customer acknowledges that goods, services, technical data and/or other information received under these Terms and any related Purchase Order may be subject to U.S. export control laws and the US "International Traffic In Arms Regulations" ("ITAR"), and Customer agrees to comply fully with such laws and regulations.
The Customer confirms that it will not re-export such goods, services, technical data and/or information to other countries or parties in violation of the U.S. laws and regulations.
The Customer agrees to provide any information reasonably required by AES to ensure compliance by AES under any applicable laws and regulations (including U.S.) in providing goods or services under these Terms and any related Purchase Order.
15.3 Customer hereby confirms that, as of the date of execution of the Agreement, and in performing its obligations under this Agreement, except as otherwise disclosed in writing to AES: none of registered owners, contractual owners, beneficial owners, and operators of the aircraft (or any of their representatives, agents, or persons/entities that own or control any of the foregoing), is (i) subject to sanctions imposed by the German Government, (ii) is a person or entity designated by the European Union for purposes of asset freeze, sectoral sanctions, or restrictions on the receipt of any goods or technology, (iii) is a person or entity designated by the US Government as a Specially Designated National or Blocked Person (SDN), Foreign Sanctions Evader (FSE), or on the Sectoral Sanctions Identification List (SSIL) or included on any of the US Government’s Entity List, Denied Persons List, Debarred List, and Unverified List, (iv) is owned or controlled by an SDN, FSE, SSIL or a person/entity on the European Union’s or the US Government’s restricted party lists identified in (ii) and (iii) above, or (v) is organized, established, domiciled or resident in Cuba, Iran, North Korea, Sudan, Syria or in the Crimea Region.
Customer will not disclose to any third party the terms of any agreement made between AES and Customer, this includes but is not limited to orders, order confirmations and invoices. All AES technical information or data of any kind including, but not limited to, all designs, specifications, drawings, concepts, software, know-how, research or the incorporation or embodiment thereof, or any other information expressly marked as "CONFIDENTIAL" or “PROPRIETARY” shall remain the property of AES (AES’s “Proprietary Information”). AES’s Proprietary Information shall not be reproduced in any manner nor disclosed to others or used for any unauthorized purpose without the prior consent of AES. Customer may use AES’s Proprietary Information only in relation to the application, operation and maintenance of AES’s services and products by Customer for purposes directly relating to these Terms.
The rights and privileges of this Agreement cannot be assigned or transferred, in whole or in part, by operation of law or otherwise, by Customer without the prior written approval of AES, which consent shall not be unreasonably withheld. Any attempt to assign or delegate in violation of this section will be void.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior discussions between them. No waiver or modification of these Terms shall be binding upon the parties unless made in writing and signed by duly authorized representatives of both parties. This Agreement may be signed in multiple counterparts, each of which shall constitute an original, and which shall together constitute but one original. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an
original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.
All provisions of this Agreement which by their nature should apply beyond completion of this Agreement will remain in force after the expiration or any termination of this Agreement.
The failure of AES to enforce at any time any of the provisions of this Agreement shall not be construed to be a continuing waiver of any provisions hereunder nor shall any such failure prejudice the right of AES to take any action in the future to enforce any provisions hereunder.
In the event that any one or more of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining present terms hereof shall be unimpaired and the invalid, illegal or unenforceable term shall be replaced by a mutually acceptable term, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable term.
All notices and other communication hereunder shall be in writing and in the English or German language and shall be deemed to have been duly given if sent by registered or certified mail or facsimile to a party’s address listed in a Quotation or to any other address which from time to time be communicated by a party to the other, or by hand delivery to the other party against receipt. The notice shall be deemed effective and all time periods relating to the giving of such notice shall commence upon receipt of such notice.
The parties agree that this Agreement is part of a contractual relationship and each party (a) agrees that such relationship (and each part of it including the maintenance and repair order) shall be exclusively governed by and construed in accordance with German law, to the exclusion of the German conflict of law rules and further to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, and (b) irrevocably submits to the exclusive jurisdiction of the Cologne commercial courts to settle any dispute which may arise under or in connection with this contractual relationship (or any part thereof).