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General terms and conditions |
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I. General information
1. These sales and delivery conditions apply exclusively to all deliveries and services. General business conditions of the buyer do not apply, even if we do not expressly object to them.
II. Quotations, orders and supply contracts
1. All quotations remain free and unbinding. Any binding contract requires a written contract confirmation from us. Supplemental verbal agreements are not valid.
2. We reserve all ownership and property rights for usage of estimates, drawings and other documents without limit; third parties must not have access to them. Documents included in quotations must be immediately returned to us if the contract is not awarded to us.
3. If software is also included in the scope of supply and services, the rights, especially property rights, remain with us. The buyer only receives the right to use the software without separate costs on a single CPU at one location. Without our express written agreement, the buyer does not have the right to duplicate, change, provide or transfer the software to non-authorized third parties.
4. The supply contract is not considered complete until we have confirmed the order in writing. All changes, additions, telephone or verbal supplemental agreements require our written confirmation to take effect. With special designs, the contract is considered firmly awarded with our written contract confirmation and cannot be annulled or changed. Measurements, weights, descriptions, specifications, flow charts and illustrations are only binding to the execution if we expressly confirmed them.
5. If we performed an installation, the costs are borne by the buyer. Installation jobs are charged at the currently valid rates including the valid rates for over-time, weekends, nights and holiday pay. Compensation for travel, care, accommodations, telephone expenses and transportation for installation employees will be separately charged.
6. For recall contracts, we must receive notification of the recall in writing 8-10 weeks prior to the desired delivery date. If we receive a recall outside of the completion time frame, we reserve the right to deliver the goods and bill after this time frame has ended.
7. Because a license agreement is printed in the manual for software deliveries, this becomes legally binding upon acceptance of the goods. If the buyer objects to the license agreement, the goods shall be returned to us for free.
8. Unless the quotation states otherwise, circuit diagrams, source codes, source code documentation and other technical documents are not part of the scope of supply.
III. Prices and Payments
1. Our prices are ex works plus the value added tax valid on the day of delivery, excluding packaging, shipping costs and insurance, in EURO.
2. Payment of invoice per check or draft will only occur based on fulfillment, and any change requires our prior agreement. The buyer will bear all costs associated with drafts and checks. We are not liable for timely remonstration.
3. The buyer may not charge for the counter claims that have been determined not legally binding, and that we have disputed. Even censures and complaints for defects, no matter what the reason, do not justify non-payment.
4. We are authorized to charge late fees in the amount of 2% above the prime rate of the Federal Bank for late payments. The right to additional damages remains.
5. Orders with a total value of more than 3000 EUROs will receive the following payment conditions: 1/3 upon placing the order, 1/3 when the goods are ready to ship, and 1/2 within 30 days after invoicing.
6. For EU residents, the price includes a 19% valued added tax.
IV. Delivery time
1. Generally, we keep appropriate delivery deadlines. Delivery deadlines resulting from dealings with sales people are not binding. Dealings with sales people are not binding unless expressly confirmed so by our company. In this case, the delivery deadline is considered “met” if the goods were shipped on time.
2. The delivery time will be extended accordingly due to industrial conflict, especially strikes or lock-outs, or any unforeseen circumstances that we have no control over. This is also true if these circumstances occur at the suppliers. We will not be responsible for added delays due to unforeseen circumstances. When dealing with sales people, no claims may be brought against us as a result of our delay. Likewise, you may not refuse delivery or withdraw the contract due to exceeding the deadline. The legal determinations are applicable for the rest.
3. If we are delayed in delivery or services, the buyer may withdraw from the contract if we miss the newly agreed deadline. If the buyer incurs damages due to our delay, he is authorized to demand compensation for the delay, while excluding further claims. This compensation is 1/2% for every full week of delay, but no greater than 5% of the value of the portion of the total delivery that cannot be used on time or as contractually intended as a result of the delay.
V. Transfer of perils and shipping
1. Peril is transferred no later than the shipment of the delivery parts to the buyer, even if we have accepted other services, e.g. shipping costs or delivery.
2. If shipment is delayed due to circumstances caused by the buyer, peril is transferred from the day the delivery is ready to be shipped.
3. If the buyer requests, we will insure the shipment in accordance with his request at his expense.
4. If not otherwise agreed, we will select the packaging and type of shipment to be used and will add this to the cost of sales.
VI. Warranty
1. We provide warranty for warranteed characteristics and freedom from defects of the supplied products corresponding to the current standard of technology for the duration of 6 months from arrival of shipment to the destination. We must be immediately notified in writing of detection of such defects. Complaints of incorrect or incomplete delivery must be made in writing immediately, no later than 8 days after receipt of the goods. If notification of complaints and censures are not received on time, warantee claims are excluded. Our negotiations about the complaints in no way imply waiving this exclusion.
2. If the delivery is defective, we are liable as follows, excluding further claims: we will correct or have someone correct those parts, deliver new ones or give a credit, all at no charge to you. The warrantee exclusively refers to the original goods shipped. Shipping shall be free of charge for the buyer and for us respectively.
For warrantees that shall occur at the buyer's site, we will charge transportation costs, driving times and daily allowances for the assemblers at our valid rates. We will not charge for time spent working or for spare parts.
3. For third party products, e.g. computers and accessories, the legal warrantee time applies. For third party products, our liability is limited to the transfer of the liability claims that we are entitled to against the supplier of the third party product.
4. Replaced parts become our property.
5. Costs that we incur due to unjustified censures shall be borne by the buyer. We are not obligated to correct defects if the buyer is in arrears with his payments, disproportionate to the complaint. The defect is considered void if the buyer performed corrections without our written agreement, or the buyer didn't follow our guidelines regarding the treatment of the object.
6. The warrantee is void if the delivered goods are changed by someone else or by installing parts from another manufacturer, if we did not expressly authorize these changes in writing. Unless we are responsible for the cause, we will not warrantee for unsuitable or improper use, storage and climatic or other exposure, faulty commissioning by buyer or third parties, natural wear, faulty or negligent treatment, unsuitable equipment, replacement materials, defective construction work, chemical, electro-chemical or electrical influences and use of software or hardware that we haven't authorized.
7. If the customer or third parties perform improper changes or maintenance work to anything, including software without prior written authorization, we are not liable for the resulting consequences.
The buyer must provide us with appropriate time and opportunities to make all necessary improvements and replacement part delivery. If he refuses to do so, we are free from liability for the defect. The warrantee period for replacement work and improvement is 3 months. However, it will run at least until the original warrantee period for the delivered object. The deadline for defect liability for the delivery object is extended by the duration of the interruption of operations during the improvement work.
9. If we do not make improvements or delivery replacements during appropriately set time for a defect that is our responsibility, the buyer may withdraw from the ocntract. The buyer may withdraw from the contract even if it is not possible to make corrections or a replacement delivery, or if we are not capable of doing so. Instead of withdrawal, the buyer may instead demand a decrease in price (reduction). Additional claims of the buyer against us and our assistants are excluded, especially a claim for damages that did not occur to the delivered object. This does not apply, inasmuch as cases of premeditation, gross negligence or missing assured characteristics will be prosecuted.
VII. Retention of title
1. All deliveries occur under retention of title. The delivered goods remain our property until we receive full payment of all receivables, even earlier or future receivables that are still outstanding from the buyer. The retention of title continues even if, with a long-lasting business relationship, the current account balance would be momentarily covered by the buyer's payment. Processing the delivered goods always occurs by our assignment, without our accruing liabilities.
2. When connected with other objects, the resulting (co-)retention of the title is considered transferred to us. If the retention goods are installed by the buyer as essential components in the plant of a third party, the buyer now cedes the liabilities to us he will be collecting resulting from this as security in the amount of the delivery liability. The amortization of the goods we delivered to the buyer is only permitted in the scope of his business. The buyer now transfers to us all liabilities. If the resale occurs with other goods not belonging to us with an overall price, or if we have only co-retention rights, the buyer now transfers a liability from the resale in the amount that corresponds to the share of the retention goods at the overall price. A partial liability ceded by us has priority over that remaining liability of the buyer.
3. The buyer is not authorized to other availability of the retention goods. He may not mortgage them or assign them by way of collateral. Before third parties have access to the retention goods, we must be immediately notified; the buyer must take on all required steps for this upon demand. The buyer is obligated to keep the retention goods in proper condition and stored with commercial diligence. The buyer is, for the time being, authorized to collect purchase price receivables resulting from an additional amortization. Upon request, the third party buyer shall be named to us. We are authorized at any time to collect the ceded purchase price receivables ourselves.
4. Validating the retention of the title to us does not constitute withdrawal from the contract. The buyer's purchase conditions counter to this retention of title are herewith contradicted. They are not recognized even if we do not expressly contradict them again after input. If the value of the securities we have granted exceed our receivables by more than 25%, we are obligated to return or release the overage securities upon request.
5. The buyer must protect the delivery object from theft, breakage, fire, water and other damage, and to notify us of this. If this does not occur, we are authorized to obtain insurance at the buyer's expense.
6. The retention of title and the securities we are entitled to apply until the complete release from any liabilities (e.g. when paying with the so-called check procedure) that we took on in the interest of the buyer.
VIII. Liability
1. Our liability is based exclusively on the agreements made in these conditions. Claims for damages from the buyer against us and our assistants, regardless of what legal reason, injury of contractual collateral duty and impermissible treatment are excluded. This does not apply to compensation for damage to someone's body or health, or compensation for damage to privately used objects that rest on the liability (independent of guilt) of the product liability law.
IX. Jurisdiction
1. If the buyer is a registered merchant, sole jurisdiction for all disputes directly or indirectly resulting from the contractual relationship is the headquarters of our company or the headquarters of the buyer, as we select.
X. Final provisions
1. The provisions of German law are additionally valid. German law has unlimited application, even to deliveries to foreign buyers.
2. If individual provisions of these general sales and delivery conditions are invalid, the remaining provisions remain effective Instead of an invalid provision, an effective provision which comes as close as possible to the economic purpose shall apply as agreed.
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