General Terms and Conditions
1. scope of application
1.1 Our deliveries, services and offers shall be made exclusively on the basis of these Terms and Conditions. These shall also apply to all future transactions, even if they are not expressly agreed again. Counter-confirmations by the Buyer referring to his terms and conditions of business or purchase are hereby rejected.
1.2 All agreements made between us and the Buyer for the purpose of executing a contract shall be set out in writing in a contract.
2 Offer and conclusion of contract
2.1 Our offers are non-binding unless the binding nature of the offer has been expressly referred to. A contract shall only be concluded upon our written confirmation of the declaration of acceptance.
2.2 Drawings, illustrations, dimensions, weights or other performance data shall only be binding if this is expressly agreed in writing.
2.3 Our sales staff are not authorized to make verbal subsidiary agreements or to give verbal assurances which go beyond the contents of the written contract.
2.4 Cancellation policy:You can cancel your contract declaration within 1 month without giving reasons in writing (eg letter, fax, e-mail) (or by returning the goods). The period begins at the earliest with receipt of this instruction. The timely dispatch of the revocation (or the item) is sufficient to comply with the revocation period.
The revocation is to be addressed to:
Buchaer street 6
Consequences of revocation:
In the event of an effective revocation, the services received by both parties must be returned (and any benefits derived, e.g. interest, must be surrendered). If you are unable to return the goods received in whole or in part or only in a deteriorated condition, you may be required to compensate us for the loss in value. (This does not apply to the surrender of goods if the deterioration of the goods is exclusively due to their inspection - as it would have been possible for you in a store, for example. In addition, you can avoid the obligation to pay compensation by not using the goods as if they were your property and by refraining from doing anything that could impair their value. Goods that can be sent by parcel post will be collected from you. Obligations to refund payments must be fulfilled by you within 30 days after sending your notice of revocation.
You can return the received goods without giving reasons within two weeks by returning the goods. The period begins at the earliest with receipt of the goods and this instruction. Only in the case of goods that cannot be sent by parcel post (e.g. bulky goods) can you also declare the return by requesting the return of the goods in text form, e.g. by letter, fax or e-mail. To meet the deadline, it is sufficient to send the goods or the return request in time. In any case, the return is at our expense and risk. The return shipment or the request for return must be sent to:
Buchaer street 6
In the event of an effective return, the services received by both parties shall be returned and any benefits derived (e.g. advantages of use) shall be surrendered. In the event of deterioration of the goods, compensation may be demanded. This does not apply if the deterioration of the goods is exclusively due to their inspection - as would have been possible in a retail store. In all other respects you can avoid the indemnification according to value obligation, by taking the commodity not like an owner in use and omitting everything, which impairs their value.
3.1 Unless otherwise stated, we shall be bound by the prices contained in our offers for four weeks from the date of the offer. The prices stated in our order confirmation plus the respective statutory value added tax shall be exclusively decisive. Additional deliveries and services shall be charged separately.
3.2 Unless otherwise agreed, the prices shall be ex our works.
4. delivery and performance time
4.1 Delivery dates or periods, insofar as they are to be binding, shall require written confirmation by us. In all other cases, delivery dates or periods shall be non-binding.
4.2 We shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery significantly more difficult or impossible for us - even if they occur at our suppliers or their sub-suppliers - even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the deliveries or services for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
4.3 Force majeure is an extraordinary, unforeseeable and unavoidable event (e.g. natural disasters, war, revolution, kidnapping and fire), the consequences of which cannot be averted by economically reasonable precautions. This also includes official measures and government acts, insofar as these could not be foreseen or are not caused or contributed to by an act or omission attributable to the supplier. Periodically recurring natural events and unlawful lockouts are not cases of force majeure.
4.4 If the impediment in accordance with Section 4.3 lasts longer than three months, the Buyer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet performed. If the delivery time is extended or if we are released from our obligation, the purchaser may not derive any claims for damages from this. We may only invoke the aforementioned circumstances if we notify the Buyer without delay.
4.5 We shall be entitled to make partial deliveries and render partial services at any time.
4.6 Compliance with our delivery and performance obligations shall be subject to the timely and proper fulfillment of the Buyer's obligations.
4.7 If the Buyer is in default of acceptance, we shall be entitled to demand reimbursement of the expenses incurred by us; the risk of accidental deterioration and accidental loss shall pass to the Buyer upon occurrence of the default of acceptance.
5 Transfer of risk
The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment (delivery date). If shipment becomes impossible through no fault of our own, the risk shall pass to the buyer upon notification of readiness for shipment.
6.1 We guarantee that our delivery or service is free of manufacturing and material defects. Unless otherwise agreed, the warranty period shall be six months and shall commence on the date of delivery. According to § 438 Abs.1 Nr.3 BGB (German Civil Code) the limitation period for warranty claims for private customers since January 1, 2002 is usually two years. The sale in an operation-operation relationship includes a warranty of 12 months according to § 475 Abs.2 BGB.
6.2 If our operating or maintenance instructions are not followed, if modifications are made to the deliveries or services, if parts are replaced or if consumables are used which do not comply with the original specifications, any warranty shall become void.
6.3 The Buyer must notify us in writing of any defects without delay, but no later than one week after receipt of the delivery or service. Defects which cannot be discovered within this period even after careful inspection must be notified to us in writing immediately after discovery.
6.4 In the event that the Buyer notifies us in writing that our deliveries or services do not comply with the warranty, we shall, at our discretion and at our expense, either remedy the defect or supply a replacement.
If the Buyer requests that warranty work be carried out at a location specified by him, we may comply with this request, whereby parts covered by the warranty shall not be charged, while working time and travel expenses shall be paid at our standard rates.
6.5 If the rectification of defects fails after a reasonable period of time and/or if a replacement delivery is not possible or unreasonable, the Buyer may, at its option, demand a reduction of the remuneration or rescission of the contract.
6.6 A warranty for normal wear and tear is excluded.
6.7 The following shall apply to software:
We warrant that the software provided to the Buyer complies with our program specifications, provided that the software is installed on the equipment systems provided by us in accordance with our guidelines. If we provide the Buyer with software and adaptation components (e.g. interfaces, etc.) as third-party products, we shall not assume any warranty or liability for them. The warranty only applies to such software defects that can be reproduced at any time. We undertake to remedy all defects that are not insignificant for the contractual use, but we reserve the right to remedy the defect, depending on the significance of the defect, at our discretion by installing an improved software version or by providing instructions on how to remedy or circumvent the effect of the defect. We do not warrant that the software will operate without defects in all combinations selected by the purchaser but not specified by us.
6.8 Only the direct purchaser shall be entitled to warranty claims against us and such claims shall not be assignable.
6.9 The above provisions conclusively contain the warranty for the delivery or service and exclude other warranty claims of any kind.
7. limitation of liability
Claims for damages arising from positive breach of contract, from culpa in contrahendo and from tort are excluded both against us and against our vicarious agents or persons employed in the performance of our obligations, except in cases of intent or gross negligence or where essential contractual obligations have been breached as a result of negligence.
This shall also apply to claims for damages due to non-performance, but only to the extent that compensation for indirect or consequential damages is demanded, unless liability is based on a warranty intended to protect the purchaser against the risk of such damages. Any liability shall be limited to the damage foreseeable at the time of conclusion of the contract. In any case, our liability under the Product Liability Act and other claims arising from producer liability shall remain unaffected.
8. retention of title
8.1 Until all claims (including all current account balance claims) to which we are entitled against the Buyer for any legal reason now or in the future have been satisfied, we shall be granted the following securities, which we shall release upon request at our discretion in whole or in part insofar as their value exceeds the claims by more than 20% on a sustained basis.
8.2 The delivery shall remain our property (reserved goods). Processing or transformation shall always be carried out on our behalf as manufacturer, but without any obligation on our part. We shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods (invoice value) to the new item. In this case, the purchaser shall store the goods for us free of charge. If the Buyer resells the new item, Clause 8.3 shall apply accordingly.
8.3 The Buyer shall be entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The buyer is obliged to insure the reserved goods against the usual risks. The Buyer hereby assigns to us in full, by way of security, all claims arising from the resale or any other legal reason (insurance, tort) with respect to the reserved goods (including all current account balance claims). We revocably authorize the buyer to collect the claims assigned to us for our account in his own name. This authorization to collect may only be revoked if the Buyer does not properly meet its payment obligations.
8.4 In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Buyer shall point out our ownership and notify us immediately so that we can enforce our ownership rights. Insofar as the third party is not in a position to reimburse us for the court or out-of-court costs incurred in this connection, the Buyer shall be liable for these.
9.1 Unless otherwise agreed, our invoices shall be payable without deduction 30 days after the date of invoice.
We shall be entitled to set off payments against the Buyer's older debts first, despite the Buyer's statements to the contrary, and shall inform the Buyer of the type of set-off made. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance.
9.2 A payment shall only be deemed to have been made when we can dispose of the amount. In the case of checks and/or acceptance of bills of exchange, payment shall only be deemed to have been made when the check and/or bill of exchange is honored.
9.3 If the Buyer is in default of payment, we shall be entitled to charge interest at a rate of 4% above the respective discount rate of the Deutsche Bundesbank as liquidated damages from the relevant date. This shall not affect our right to claim further damages from the Buyer.
9.4 If we become aware of circumstances that call into question the creditworthiness of the Buyer, in particular if a check and/or bill of exchange is not honored or if payments are stopped, we shall be entitled to call due the entire remaining debt, even if we have accepted checks. In this case, we shall also be entitled to demand advance payments or the provision of security.
9.5 The Buyer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. The assignment of claims against us to third parties is excluded.
10 Industrial property rights and copyrights
10.1 If claims for infringement of an industrial property right or copyright are asserted against the Buyer because he uses our delivery/service, we undertake to procure for the Buyer the right to further use. The prerequisite for this is that the purchaser informs us immediately in writing of such claims by third parties and that we reserve the right to take all defensive and extrajudicial measures. If, under these conditions, further use of our delivery/service is not possible under economically justifiable conditions, it shall be deemed agreed that we shall, at our discretion, either modify or replace the delivery/service to remedy the defect of title or take back the delivery/service and refund the purchase price paid to us less an amount taking into account the age of the delivery/service.
10.2 The Buyer shall not be entitled to any further claims for infringement of industrial property rights or copyrights. We shall have no obligations if infringements are caused by the fact that our delivery/service is used in a manner not offered by us or is used together with other deliveries/services than ours.
10.3 We shall not be liable for infringements of rights in respect of supplies/services provided on the basis of design documents or other specifications of the Buyer.
11 Rights to software
11.1 The Buyer shall be granted a non-exclusive and non-transferable right of use for programs and associated documentation which are part of the intended use of our delivery for the internal operation of the delivery.
11.2 For programs and documentation which are produced on behalf of the Buyer and constitute our delivery, the Buyer shall be granted individual licenses for end customers in the desired number to the extent of a non-exclusive and non-transferable right of use.
11.3 The Buyer shall not be entitled to any rights to programs and documentation other than those specified in the foregoing paragraphs; in particular, we shall remain the sole owner of the copyrights. The purchaser is not permitted to make programs, documentation and any supplements subsequently supplied available to third parties, to copy them or to reproduce them in any other way without our prior written consent.
Unless expressly agreed otherwise in writing, information submitted to us in connection with orders shall not be considered confidential.
13 Applicable law, place of jurisdiction
13.1 These Terms and Conditions and the entire legal relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the International Sales Convention.
13.2 Insofar as the Buyer is a registered merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of our company shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, unless another place of jurisdiction is mandatory.