General terms and conditions
All deliveries and services are based on these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the Purchaser shall not become part of the contract even by acceptance of the order. A contract is concluded – in the absence of a special agreement – with the written order confirmation of the supplier.
The supplier reserves the property rights and copyrights to samples, cost estimates, drawings, drafts, films and similar information of a physical and non-physical nature. The supplier reserves the property rights and copyrights to samples, cost estimates, drafts, films and similar information of a physical and non-physical nature – also in electronic form. The Supplier undertakes to use information and documents designated as confidential by the Purchaser only confidentially for the manufacture of the products. The Purchaser shall receive proofs or samples on request at an additional charge. In the case of printed products, the Purchaser shall receive a proof for checking and production approval when a product is ordered for the first time or after a requested change. This must be done within 4 working days. Otherwise the delivery time is automatically extended. Changes which are caused by the customer or for which he is responsible will be charged to him additionally according to expenditure. Minor color deviations from the original are no reason for a complaint. Particularly in the case of anodized colors, material and production-related color deviations may occur from order to order. The supplier reserves the right to deliver up to 10% more or less, except in the case of building advertising systems and guidance systems. The percentage increases to 15% for multi-colored, very small quantities and or very difficult products. The supplier reserves the right to apply company text and company identification numbers to products of all kinds in accordance with relevant practices or regulations and the given framework.
II. price and payment
Invoicing shall only take place according to the Supplier’s list prices or quotations, which are accepted by the Purchaser through the order. Unless otherwise agreed, all assembly work shall be carried out at the Supplier’s expense. Driving hours, maintenance hours and working hours will be charged, as well as mileage, allowances, accommodation costs and additional services such as postage, telephone charges, etc. Each assembly visit must be signed by the customer or his representative, even in the case of lump-sum assembly. This is to certify that the work has been properly performed, the facility has been handed over and personnel have been familiarized with it, and that the hours listed are in order. The Supplier shall charge the rates for the installation work, including the allowance and overnight stay, in accordance with the Supplier’s applicable installation rates.
Prices are exclusive of VAT ex works, excluding freight, packaging, insurance and other charges. Costs for transport risk shall be borne by the customer. Damage occurring during transport must be reported immediately to the carrier and notified to the supplier with the carrier’s certificate. If insurance is not desired, this must be communicated to the supplier.
The invoices of the supplier are, unless otherwise expressly agreed: Within 8 days after invoice date with 2% discount from the invoice amount ( incl. VAT) or within 30 days from invoice date net. After 36 days at the latest, from the date of the invoice, each invoice will appear on our reminder list and after 60 days from the date of the invoice, additional legal fees and court costs will be incurred.
In the case of initial transactions, invoice settlement can be demanded as follows: 1/3 immediately after order confirmation with a 2% discount, 1/3 immediately after readiness for dispatch with a 2% discount, 1/3 within 8 days with a 2% discount or 30 days net from the date of invoice. The following terms of payment shall apply to orders exceeding EURO 5,000.00, as well as in principle to pro rata tooling, mold or model costs insofar as these exceed EURO 500.00 or no other agreement has been made: 1/3 within 1 week of receipt of the order confirmation with 2% discount, 1/3 within 1 week of notification of readiness for shipment with 2% discount, 1/3 within 8 days of the invoice date with 2% discount.
Assembly services rendered by the Supplier without delivery of materials shall be payable net immediately after invoicing, unless otherwise agreed. The supplier expressly points out that a late discount deduction, for whatever reason, will not be recognized under any circumstances.
Checks or acceptances are accepted with the usual reservation.
The customer shall be in default of payment at the latest if he does not make payment within 3 days after the due date and receipt of the invoice or payment schedule. In this case, the Supplier shall be entitled to charge interest on arrears at a rate of 8% above the base interest rate applicable at the Supplier’s place of business, but at least 10%, without the need for a special notice of default.
The Purchaser shall only be entitled to withhold payments or to offset them against counterclaims to the extent that its counterclaims are undisputed or have been finally determined by a court of law.
III Delivery time, delay in delivery
The delivery time results from the agreements of the contracting parties. Their observance by the Supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the Purchaser has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals, the provision of templates or diskettes for company-specific logos, special characters or special lettering, or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay.
Compliance with the delivery deadline is subject to correct and timely delivery to us.
The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier’s works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.
If shipment or acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, the costs incurred as a result of the delay shall be charged to the Purchaser, starting one month after notification of readiness for shipment or acceptance.
If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the Supplier’s control, the delivery time shall be extended accordingly. The Supplier shall notify the Purchaser of the beginning and end of such circumstances as soon as possible.
The Purchaser may rescind the contract without notice if the entire performance becomes finally impossible for the Supplier prior to the passing of risk. In addition, the Purchaser may withdraw from the contract if, in the case of an order, the execution of a part of the delivery becomes impossible and the Purchaser has a justified interest in refusing the partial delivery. If this is not the case, the Purchaser shall pay the contract price attributable to the partial delivery. The same applies in case of inability of the supplier. In all other respects, Section VII.2 shall apply. If the impossibility or inability occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, the Purchaser shall remain obligated to counter-performance.
If the Supplier is in default and the Purchaser incurs damage as a result, the Purchaser shall be entitled to demand a lump-sum compensation for default. It shall amount to 0.5% in total for each full week of delay, but not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. If the Purchaser grants the Supplier in default – taking into account the statutory exceptions – a reasonable period for performance and if the period is not complied with, the Purchaser shall be entitled to rescind the contract within the scope of the statutory provisions. Further claims arising from delay in delivery shall be determined exclusively in accordance with Section VII.2. of these conditions.
IV. Transfer of risk, acceptance
The risk shall pass to the Purchaser when the delivery item has left the factory, even if partial deliveries are made or the Supplier has assumed other services, e.g. shipping costs or delivery and installation. Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Supplier’s notification of readiness for acceptance. The Purchaser may not refuse acceptance in the event of a non-substantial defect.
If shipment or acceptance is delayed or does not take place due to circumstances not attributable to the Supplier, the risk shall pass to the Purchaser on the date of notification of readiness for shipment or acceptance. The Supplier undertakes to take out, at the Purchaser’s expense, such insurances as the Purchaser may require. If the Purchaser does not give written shipping instructions, the Supplier shall not be responsible for the cheapest or fastest shipping.
Partial deliveries are permissible insofar as they are reasonable for the customer.
V. Retention of title
The Supplier shall retain title to the delivery item until receipt of all payments under the delivery contract.
The Supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the Purchaser’s expense, unless the Purchaser can prove that it has taken out the insurance itself.
The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure or confiscation or other dispositions by third parties, the Supplier shall be notified thereof without delay.
Resale shall only be permitted to resellers in the ordinary course of business outside of a current account relationship and only on condition that the reseller receives payment from its customers or makes the reservation that ownership shall not pass to the customer until the customer has fulfilled its payment obligation in full. In the event of resale, the Purchaser hereby assigns to the Supplier by way of security its future claim against its customer arising from the resale, including all ancillary rights. Until revoked, the purchaser is authorized to collect the assigned claims from the resale. At the Supplier’s request, the Purchaser shall notify the Customer of the assignment, provide the Supplier with the information required to assert its rights against the Customer and hand over the necessary documents. All costs of collection and any interventions shall be borne by the Purchaser.
The assertion of the reservation of title as well as the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.
The application for the opening of insolvency proceedings shall entitle the Supplier to withdraw from the contract and to demand the immediate return of the delivery item.
VI. Claims for Defects, Liability, Statute of Limitations, Assignment
Claims for defects
If the item delivered by the Supplier (delivery item) has a material defect, the Supplier may initially only be claimed for supplementary performance and, at the Supplier’s option, for rectification of the defect or delivery of an item free of defects.
The expenses necessary for the purpose of subsequent performance shall be borne by the Supplier as follows:
– In the event of subsequent performance by replacement delivery, the Supplier shall bear all material and transport costs.
– In the event of subsequent performance by rectification of defects, the Supplier shall bear the material, transport and labor costs for the actual rectification of defects in full.
– If the Supplier sends fitters to the Purchaser, however, the Purchaser shall bear the working hours exceeding a travel time of three hours as well as the costs for the fitters’ accommodation.
If the supplementary performance fails despite two attempts, the customer may in principle demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal) at his discretion. In the event of only minor defects, however, the Purchaser shall not be entitled to rescind the contract, but only to reduce the purchase price.
The Purchaser must notify the Supplier in writing of any obvious defects within a period of two weeks from receipt of the delivery item; otherwise the assertion of claims for defects of any kind shall be excluded. The timely dispatch of the letter shall be sufficient to meet the deadline. The burden of proof for the existence of a defect, for the time of detection of the defect and for the timeliness of the notice of defect shall be on the Purchaser.
As a matter of principle, only the description given by the Supplier in its offers, specifications or similar shall be deemed to be the contractual quality of the delivery item. Public statements, recommendations or advertising by the supplier do not constitute a contractual statement of quality.
If the assembly instructions handed over by the Supplier to the Purchaser are defective, the Supplier shall only be obliged to deliver assembly instructions free of defects and this only if the defect in the assembly instructions prevents proper assembly.
The customer is responsible for checking the right of reproduction of provided originals. If products ordered by the purchaser infringe the property rights of others, the purchaser alone shall be responsible for this.
There shall be no further obligations, in particular for damages, unless the circumstances of liability pursuant to Section 2. letter b. below are given.
Warranty, liability for damages
The warranty for all products of the supplier is at least 2 years if our regulations and instructions are observed and if the products are handled and stored properly. This does not include fluorescent tubes, incandescent bulbs and neon tubes, for which we cannot provide a warranty. We give a material warranty of 6 months on transformers.
Claims for damages of any kind, in particular those pursuant to § 437 No. 3 BGB, UN and EU sales law,
This disclaimer does not apply
in the event of gross negligence (intent or gross negligence) on the part of the supplier or his vicarious agents.
in case of fraudulent concealment of defects,
– o d e r –
in case of culpable injury to life, body and health. Furthermore, it shall not apply to damage caused by (simple) negligence on the part of the Supplier or its vicarious agents if and to the extent that such damage is covered by the Supplier’s business and/or product liability insurance.
If the Purchaser chooses to withdraw from the contract after subsequent performance has failed, the Purchaser shall not be entitled to any additional claim for damages on account of the defect in question. If the Purchaser claims damages in such a case, the delivery item shall remain with the Purchaser; the damages shall be limited in this case to the difference between the agreed price and the value of the defective delivery item.
All claims due to defects, i.e. claims for supplementary performance, reduction, withdrawal from the contract and/or damages shall become statute-barred within one year after the transfer of risk.
Prohibition of assignment
All claims pursuant to the preceding paragraphs 1. and 2. are only entitled to the purchaser and cannot be assigned to third parties.
VII. software usage
Insofar as software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The Purchaser may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The Purchaser undertakes not to remove manufacturer’s details – in particular copyright notices – or to change them without the Supplier’s prior express consent. All other rights to the software and the documentation, including copies, shall remain with the supplier or software supplier. The granting of sublicenses is not permitted.
VIII. Applicable law, place of jurisdiction
All legal relations between the Supplier and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to the legal relations between domestic parties.
The place of jurisdiction shall be the court having jurisdiction for the registered office of the Supplier. However, the Supplier shall be entitled to bring an action at the Purchaser’s principal place of business.
IX. Final provisions
Verbal agreements require written confirmation to be binding. The invalidity of individual provisions of these general terms and conditions or of the contractual relationship on which they are based shall not affect the validity of the terms and conditions or the relevant contractual relationship as a whole. In place of the invalid provision or in order to fill a gap, an appropriate provision shall be deemed to have been agreed which comes as close as possible to what was intended when the conditions were drawn up or when the contractual relationship was entered into or would have been intended according to the economic sense and purpose of the conditions or the contract if the point had been considered. If the invalidity is based on a performance or time provision, it shall be replaced by the legally permissible measure.
(as of 01.09.2002)