1. Scope of application
1.1.Orders placed with us are carried out exclusively in accordance with the following terms and conditions.These apply in the currently valid version.The same applies to future deliveries/services and offers, even if they have not been expressly agreed again.Our terms and conditions are deemed to have been accepted upon initial dispatch, or at the latest upon receipt of the delivery/service.
1.2 Subsidiary agreements and deviations from these terms and conditions require our express written confirmation. Silence with regard to any deviating terms and conditions of the customer shall not be deemed as acknowledgement or consent.
The customer's terms and conditions of business and purchase shall only be effective if we recognise them in writing for the respective conclusion of the contract, even if they form the basis of the order.
1.3 Our terms and conditions of sale shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB (German Civil Code).
2. Offers, offer documents, prices and conclusion of contract
2.1 Our offers are subject to change and non-binding, unless a binding period has been expressly agreed.
2.2 Offers are to be treated confidentially. We reserve all property rights and copyrights to illustrations, drawings, calculations and other documents as well as to other written and verbal information without restriction. These may only be made accessible to third parties with our prior written consent. Offer documents must be returned to us immediately upon request.
2.3 Unless otherwise stated, prices are exclusive of the applicable VAT, packaging, freight, postage, insurance, any customs and export duties, installation, instruction and other associated costs ex works Kamenz in Saxony.
2.4 We reserve the right to make technical, colour and design changes to deliveries/services, provided they do not have a detrimental effect on functionality and safety and they correspond to the state of the art. Such changes shall not constitute grounds for complaint or notice of defects.
2.5 In the event that, for reasons for which the customer is responsible, the service can only be provided after the expiry of 4 months after the conclusion of the contract and during this time the prices of upstream suppliers, manufacturing costs, wages, currency parities, customs duties or other costs which have a direct or indirect effect on the delivery/service have increased, we shall be entitled to adjust the contractually agreed price accordingly.
2.6 A contract shall only come into existence upon our written order confirmation, but at the latest upon acceptance of the delivery/service by the customer.
3. Delivery periods and dates
3.1 Unless expressly stated as binding in writing, delivery periods and dates are only approximate. Deadlines shall commence upon receipt of our order confirmation, but not before clarification of all execution details, receipt of any necessary documents and authorisations and compliance with agreed payment terms. If these conditions are not met, the delivery period shall be extended or the delivery date postponed accordingly.
3.2 If we are in default of delivery, the customer may withdraw from the unfulfilled part of the contract after expiry of a reasonable grace period set by him. Parts of a delivery/service already provided are excluded from cancellation. If the customer suffers damage due to a delay or non-delivery caused by our fault, our liability shall only extend to cases of intent or gross negligence.
3.3 Events of force majeure, traffic and operational disruptions, strikes, lockouts, delays on the part of a supplier or other unforeseeable circumstances shall extend the delivery time appropriately. We shall not be liable for any fault on the part of our suppliers. By notifying the customer, we are authorised to extend delivery periods by the duration of the hindrance. The customer as well as we have the right to withdraw from the contract if the extension of the delivery time for one of the above reasons amounts to more than three months.
3.4 The customer shall not be entitled to any other or further claims if the delivery period is exceeded.
4. Delivery, dispatch and transfer of risk
4.1 If no written agreement has been made regarding the dispatch route and means of transport, the choice shall be ours, excluding any liability. The dispatch itself shall be at the customer's expense and, unless otherwise agreed, uninsured. Packaging shall be charged at cost price and in a customary manner.
4.2 The risk, including that of seizure, shall pass to the customer upon handover to the forwarding agent, carrier or collector, at the latest when the goods leave our company. This shall also apply to partial and subsequent deliveries and repairs.
4.3 If collection has been agreed and the customer fails to collect the goods without our consent within 14 days of the agreed delivery date or our readiness to deliver, we shall be entitled to dispatch the goods and charge the additional costs.
4.4 If the customer fails to accept proper deliveries/services in breach of contract or if delivery or dispatch is delayed at the customer's request, we shall also be entitled to store them at the customer's expense and risk or to store them ourselves. The customer shall pay the demonstrable storage costs, but at least 0.5% of the purchase price per month. The customer is at liberty to prove that no or significantly lower costs have been incurred.
4.5 If dispatch is not possible through no fault of our own, the risk shall pass to the customer upon notification of readiness for dispatch.
4.6 Partial deliveries are permissible and may be invoiced separately.
4.7 If the customer is in arrears with payment for an earlier delivery/service, we shall be entitled to withhold deliveries in part or in full without being obliged to compensate for any damage incurred.
5. Order cancellation
5.1 If the customer cancels an order, he must compensate us in full for the damage caused by this cancellation. This applies to all services and materials used up to the time of cancellation, the planning expenses and other related costs. Instead of the actual expenses, a lump-sum compensation amounting to 20% of the order value can be claimed. The customer is at liberty to prove that no damage or significantly less damage has been incurred.
5.2 With a cancellation, the customer loses all claims for defects and warranty claims. The remaining parts of our terms and conditions remain unaffected by this.
6. Terms of payment and payments
6.1 Unless otherwise agreed, our invoices are due for payment immediately without deduction and free of charges to a bank specified by us. Within the scope of our business relations, other terms of payment as well as cash on delivery or payment in advance may also be agreed. If discounts are granted, discount deductions shall only be permitted if we guarantee receipt of the corresponding payment within the payment period.
6.2 Payments shall only be deemed to have been made when we can dispose of the amount. In the case of cheques and bills of exchange, payment shall only be deemed to have been made when these have been honoured. Bill of exchange and discount charges shall be borne by the customer. We expressly reserve the right to refuse cheques and bills of exchange.
6.3 The customer is not entitled to withhold or offset payments, except in the case of undisputed and legally established counterclaims.
6.4 If the term of payment is exceeded, as in the case of default in payment, we shall be entitled to charge interest at a rate of 8 % above the base rate of the European Central Bank in accordance with § 247 BGB (German Civil Code) or a higher default interest rate upon proof and to claim further damages caused by default as well as reminder costs in the amount of EUR 5.00 per reminder.
6.5 If we become aware of circumstances that call the customer's creditworthiness into question, in particular suspension of payments or return of cheques, we shall be entitled to declare the entire remaining debt due for immediate payment and to suspend acceptance and processing of cheques and bills of exchange. In this case, we shall also be entitled to demand advance payments or securities and to withhold goods not yet delivered and to cease further work on orders still in progress without being obliged to compensate for any damage incurred.
6.6 Obvious miscalculations or typographical errors shall entitle us to make corrections, even in the case of invoices already issued.
7. Retention of title
7.1 Deliveries/services shall remain our property (reserved goods) until all claims arising from earlier or simultaneously concluded contracts have been fulfilled.
7.2 The customer is revocably authorised to pass on the reserved goods in the ordinary course of business subject to retention of title, but not to pledge them or assign them as security. In the event of seizure or other access by third parties, the customer must draw attention to our reservation of title and inform us immediately. In the event of resale, the customer shall be responsible for ensuring that the third party takes our rights into account.
7.3 If the goods subject to retention of title are combined or mixed with goods not belonging to us, we shall acquire co-ownership in proportion to the invoice value of the goods subject to retention of title to the other goods. Processing and treatment of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB without any obligation on our part.
7.4 In the event of default of payment or financial collapse of the customer, we may enter or enter the customer's business premises to assert the retention of title to the reserved goods and take possession of the reserved goods. The assertion of the retention of title or the initiated seizure of the delivery item by us shall be at the customer's expense and shall not be deemed a cancellation of the contract.
7.5 The customer assigns to us in advance his claims from the transfer of the reserved goods in the respective invoice value of the reserved goods at the time of the order. The customer is authorised and obliged to collect in the ordinary course of business. At our request, the customer shall name the assigned claims. To secure our payment claims, we are authorised to disclose this assignment at any time.
7.6 If the value of the securities exceeds our payment claims by more than 20%, we shall release the excess part of the securities at the customer's request.
8. Notification of defects and warranty
8.1 Obvious defects, the absence of warranted characteristics, transport damage, missing quantities and incorrect deliveries must be reported to us in writing immediately after receipt of the delivery/service, with immediate cessation of any processing and treatment, within a period of one week, beginning with the day of receipt by the customer; non-obvious defects must be reported immediately after their discovery. If the customer fails to make such immediate notification, the delivery/service shall be deemed to have been approved. The carrier must also be notified immediately of any transport damage that has occurred. The inspection obligations pursuant to § 377 HGB remain unaffected by this.
8.2 The contracting parties agree that it is not possible to exclude errors in the software under all conditions of use according to the state of the art. In this respect, liability is limited to foreseeable, typically occurring damages.
8.3 The technical data and descriptions in product information alone do not constitute a guarantee of certain properties. An assurance only exists if the respective information has been confirmed by us in writing.
8.4 If there is a defect in the delivery/service, we shall, at our discretion, rectify the defect or supply a replacement, provided that the customer has returned the defective delivery/service or the relevant part to us after giving notice and explaining the detailed circumstances under which the defect has become apparent. If the repair or replacement delivery fails, the customer has the right to withdraw from the contract or to reduce the purchase price. Further claims are excluded unless they are based on intent or gross negligence.
8.6 If the customer does not give us the opportunity to convince ourselves of the defect, in particular if he does not make the delivery/service complained about available immediately upon request, all claims for defects shall lapse. Due to the agreements made with some manufacturers, we shall be entitled to refer the customer directly to the manufacturer with regard to rectification of defects after having been informed accordingly.
8.7 Our warranty obligation is excluded in the case of
8.8 We shall be liable for spare parts or replacements to the same extent as for the original delivery / service until the expiry of 12 months after the transfer of risk. Any warranty is excluded for used products supplied by the customer or third-party products. Upon request, however, we shall assign our warranty claims against our upstream supplier.
8.9 We are entitled to refuse to remedy defects if the customer has not fulfilled his obligations to us, including those arising from other contracts.
8.10. If the examination of a notice of defects shows that there is no warranty case, the costs of the examination at our respective valid rates as well as the shipping costs shall be borne by the customer.
8.11. In the event of rectification of defects, we shall bear all expenses necessary for the purpose of rectifying the defect, insofar as these are not increased by the fact that the delivery/service has been taken to a place other than the place of fulfilment.
8.12. The limitation period for warranty claims is 12 months from the date of transfer of risk.
9. Software licence
9.1 Software supplied by us (programme, programme descriptions) shall remain our property, even if the customer uses it in connection with other deliveries/services provided by us. The customer may only use software on the basis of a software licence issued by us.
9.2 The software licence permits the use of the software within the scope of the agreed delivery/service. It is only transferable with our written consent. Furthermore, the granting of sub-licences, transfer to third parties and reproduction in any form, modification, translation, recompilation and reassembly is prohibited without our written consent. The customer shall treat all information about the software and the methods and procedures used as confidential.
9.3 The software is protected by copyright. The customer may only make a copy of the software for backup purposes. The same copyright notices must be affixed to the copy as to the original.
9.4 Software licences are granted for an indefinite period and may be withdrawn by us in the event of a breach of the licence conditions. Withdrawal shall apply to all versions of the software made available to the customer, including any copies made thereof. Upon expiry/withdrawal of the software licence, the customer must return all originals of the software to us or confirm in writing that they and all copies thereof have been destroyed.
9.5 Software from third-party companies is provided by us exclusively on the basis and under the conditions of a software licence agreement to be concluded between the third-party company and the customer.
9.6 The customer is not authorised to reverse engineer, decompile or disassemble the software or to attempt to make the source code of the software accessible in any other way. There is no entitlement to the surrender of the source code.
10. Industrial property rights and copyrights of third parties
10.1 We accept no liability for ensuring that our deliveries/services do not infringe the industrial property rights of third parties. The customer must inform us immediately of all claims asserted against him for this reason.
10.2 In the event of an infringement of an industrial property right or copyright, we shall, at our own discretion and to the exclusion of any further claims, modify or replace the delivery/service in question in such a way that there is no longer any infringement, the agreed specifications are complied with, or take back the delivery/service and refund any payments already made, less a reasonable fee for any use already made.
10.2 In the event of an infringement of an industrial property right and copyright, we shall, at our own discretion, modify or replace the delivery/service concerned in such a way that there is no longer an infringement, the agreed specifications are complied with or we shall take back the delivery/service and refund any payments already made, less a reasonable fee for any use already made.
10.3 Insofar as our delivery/service has been manufactured according to the customer's designs or instructions, has been used other than intended or has not been modified by us, the customer shall indemnify us against all claims asserted by third parties due to the infringement of industrial property rights and copyrights. Any legal costs are to be advanced appropriately
11. Limitation of liability
11.1 Our liability shall be limited exclusively to the agreements made in the preceding sections. Claims for damages by the customer arising from impossibility, culpa in contrahendo, default and breach of secondary contractual obligations, unauthorised action, indirect damage, consequential damage, loss of data or loss of profit are excluded, unless they are based on intent or gross negligence on our part.
11.2 Claims for damages shall expire 12 months after the transfer of risk.
12. Export regulations
12.1 Deliveries/services provided by us are intended for use and to remain in the Federal Republic of Germany or the country of delivery agreed in writing with the customer. Export (individually or in system-integrated form) is generally subject to the foreign trade regulations of the Federal Republic of Germany and the other country of delivery agreed with the customer. The customer must enquire about the regulations independently.
12.2 Irrespective of whether the customer specifies the final destination of our delivery / service, it is the customer's own responsibility to obtain any necessary authorisations from the relevant foreign trade authorities before exporting such products. The customer shall be liable to us for proper compliance with these provisions.
13. General provisions
13.1 The customer is not authorised to assign his claims arising from this contract.
13.2 The place of fulfilment and jurisdiction is Kamenz. However, we are entitled to sue the customer at any other legal place of jurisdiction. The law of the Federal Republic of Germany shall apply exclusively.
13.3 Should any of the above provisions be or become invalid, or should this contractual text contain a loophole, such provisions shall replace them which come closest to the economic purpose of the contract while reasonably safeguarding the interests of both parties. The validity of the remaining provisions shall remain unaffected.
13.4 Should we not exercise a right in accordance with the aforementioned provisions, this shall not constitute a waiver of the future assertion of this right.
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