GENERAL TERMS AND CONDITIONS
Our general terms
GENERAL TERMS AND CONDITIONS
§ 1 Validity
The following terms of delivery apply to all contracts, deliveries and other services, including consulting services, unless they are modified or concluded with the express consent of the supplier. Conflicting agreements shall only be valid if confirmed in writing by the Supplier. The customer’s terms and conditions of business and purchase shall not be binding on us even if we do not expressly object to them again. They shall only bind us if we expressly agree to them in writing in individual cases. The following agreements shall apply to the entire and future business relationship, which shall be deemed to have been accepted when an order is placed.
§ 2 Offer and conclusion
Offers are always subject to confirmation unless the supplier has expressly made a written declaration of commitment. Conclusions of contracts and other agreements shall only become binding upon written confirmation by the Supplier. Alternatively, the confirmation can be made together with the invoice. Insofar as sales employees or specialist consultants make verbal subsidiary agreements or give assurances that go beyond the written sales contract, these shall always require the written confirmation of the supplier. We reserve the right to make technical changes and improvements to our devices, accessories, materials, software and documents and to deviate from our offers and brochures in this respect.
§ 3 Prices
The prices are valid for delivery without installation or assembly ex works excluding packaging. Our prices are quoted in EUR plus VAT at the statutory rate, unless otherwise agreed. If there is a period of more than 4 months between placing the order and completion of the order, we reserve the right to review the prices. Furthermore, we reserve the right to adjust prices in the event of a change in the cost situation.
§ 4 Delivery
If a delivery becomes impossible or cannot be made in time or to the agreed extent due to late self-delivery, as a result of operational disruptions which are not due to gross negligence on our part, or for other reasons for which we are not responsible, we shall be released from our delivery obligation. If we are in default with our delivery or if performance becomes impossible for reasons for which we are responsible, the customer may withdraw from the contract after setting a grace period of at least four weeks. All other claims of the customer in the event of non-delivery or late delivery are excluded.
The delivery period shall commence on the day the order confirmation is sent and shall be deemed to have been complied with if the goods have left our premises by the end of the delivery period or if the customer has been notified of the possibility of dispatching the goods. The agreed delivery period shall also be extended by the period during which the customer is in default with his obligations under this or any other contract. Notwithstanding this, our additional rights with regard to the default of the customer shall remain unaffected. Delivered items are to be accepted by the customer, even if they show insignificant defects, partial deliveries are permissible.
§ 5 Dispatch and transfer of risk
Unless otherwise agreed, the route and means of shipment shall be at the discretion of the supplier. If dispatch is delayed at the request or fault of the customer, the goods shall be stored at the expense and risk of the customer. The risk shall pass to the customer as soon as the goods leave our warehouse. Upon request, we shall insure the goods against all risks associated with shipment. Packaging, shipping and insurance costs will be charged to the customer by us.
§ 6 Terms of payment
Our claims are generally due for payment “net cash” without any deduction immediately upon receipt of the invoice, unless another term of payment has been agreed in writing. Bills of exchange and cheques shall only be accepted on the basis of special agreements and only on account of payment and shall be credited after deduction of any expenses, interest, commissions, costs and taxes incurred and subject to reservation. Payment by the Buyer shall only be deemed to have been made when we can freely dispose of the amount; in the case of bills of exchange or cheques, only when these have been finally honoured and recourse against us is excluded. We do not assume any warranty for the timely presentation, protest, notification and return of bills of exchange and cheques.
Default in payment entitles us to withhold all deliveries.
Set-off and right of retention against our claims is not permissible from any point of view. In particular, justified notices of defects, complaints or returns do not entitle the customer to withhold payments.
In the event of default in payment, non-redemption of cheques or bills of exchange or/and justified doubts about the creditworthiness of the customer, all our claims arising from the business relationship shall become due immediately. We shall then be entitled to demand advance payment or the provision of security for all our claims arising from the business relationship and to perform all our obligations until advance payment of the security has been made. If the advance payment or provision of security is not made within a period of 3 days, we shall be entitled at our discretion to withdraw from the contract or demand damages for non-performance. The customer’s creditworthiness shall be deemed doubtful if a bank or an information file informs us that the customer’s method of payment is irregular or that restraint is required. The customer is obliged to inform us immediately of any payment difficulties.
In the event of default in payment, we shall also be entitled to take back goods delivered by us without recourse to a bailiff. For this purpose, the customer must allow the persons commissioned by us to enter his business and storage premises at any time.
The parts taken back shall be credited to the customer at our discretion, either to be invoiced or at the prices valid on the day, whereby 25 % shall be deducted for the loss of profit and for the costs incurred for the delivery as well as the additional expenses incurred through taking back. A further deduction may be made if the goods are no longer as good as new. The taking back of the goods only constitutes a withdrawal from the purchase contract if we expressly declare this in writing. Rights from § 36 of the settlement order shall not exist for us and the customer.
§ 7 Retention of title
The delivery item remains our property until the customer has paid all future claims arising from the business relationship with us, in particular any current account balance. The resale of the reserved goods is only permitted in the normal course of business. The customer shall not be entitled to dispose of the goods in any other way, for example by seizure or transfer by way of security. He hereby assigns to us the claims to which he is entitled from the resale in the full amount and with all ancillary rights in advance as security until all claims arising from this business relationship have been satisfied. If the object of purchase supplied by us is mixed or combined with other objects, the customer hereby assigns to us his ownership or co-ownership rights to the mixed stock or new object and shall keep it in safe custody for us with due commercial care. In the event of default in payment, the customer is obliged to inform us of the name and address of the purchasers of the goods on request and to notify the purchasers of the goods of this assignment. In the event of default in payment, we are also entitled to demand the return of delivered goods, whereby the customer must pay the costs of the return transport. The customer must inform us immediately of all enforcement measures and other interventions in the goods which affect the customer’s possession of the goods delivered by us under retention of title.
§ 8 Export regulations
If the Purchaser intends to export the object of purchase, the Purchaser shall apply for the necessary permits and the export shall be effected only after receipt thereof.
§ 9 Warranty and notice of defects as well as recourse / manufacturer’s recourse
1. Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to examine the goods and to give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. Warranty claims shall become statute-barred 12 months after delivery of the goods delivered by us to our customer. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. (Note: in the case of the sale of used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2). Insofar as the law pursuant to § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (construction defects) prescribes longer periods, these periods shall apply. Our consent must be obtained before any goods are returned.
3. If, despite all due care taken, the delivered goods exhibit a defect which existed at the time of transfer of risk, we shall, at our option and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
4. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. there shall be no claims based on defects in the event of insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences not assumed under the contract. If improper repair work or modifications are carried out by the purchaser or third parties, no claims based on defects shall exist for these and the resulting consequences either.
6. claims of the purchaser due to expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently brought to a location other than the purchaser’s branch office, unless the transfer corresponds to their intended use.
7. recourse claims of the customer against us shall only exist insofar as the customer has not made any agreements with his customer which go beyond the legally mandatory claims based on defects. Paragraph 6 shall also apply mutatis mutandis to the scope of the customer’s right of recourse against the supplier.
§ 10 Software
The delivery of software only includes the right to use it. The delivery of software is only for the sole use of the customer. It may only be used on one computer system at a time. The software may not be made accessible to third parties. Interventions and changes are only permitted with permission.
§ 11 Data protection
In accordance with DSGVO, we inform you that your data will be stored and processed electronically.
§ 12 General limitation of liability
Claims for damages on the part of the customer for culpa in contrahendo, breach of secondary contractual obligations and tort are excluded unless they are based on intent, gross negligence on the part of the supplier or one of its vicarious agents.
§ 13 Place of jurisdiction
The place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising between the parties, insofar as the Purchaser is a fully qualified merchant, a legal entity under public law or a special fund under public law, shall be the registered office of the Supplier or, at the Supplier’s option, a court in the country of the Purchaser called upon by the Supplier if the latter has its registered office abroad. The law of the Federal Republic of Germany shall apply as agreed even if a foreign place of jurisdiction is mandatory, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 14 Partial effectiveness
Should one of the above conditions be ineffective, it is agreed that a provision that comes closest to it shall be deemed agreed and that the above conditions shall otherwise remain unchanged.