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| Conditions of Use |
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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. 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.
7. 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 inclusive the value added tax (VAT) valid on
the day of delivery, excluding packaging, shipping costs and insurance,
in EURO (as not stated other by the current shipment conditions).
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.
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
The currently valid legal rules are to be applied.
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. The currently valid legal rules are to be applied.
IX. Jurisdiction
1. 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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