General Terms and Conditions

I. General

1. The following terms and conditions apply to every order. Other conditions are only binding once confirmed by us in writing.

2. Any orders and oral agreements have to be confirmed by us in writing to be of validity.

3. Our offers are subject to change without notice, unless we have expressly designated them as binding. Cost estimates are not binding. Prices are net ex works excluding packaging.

4. We reserve the right to make a proportionate change in prices if the material prices, personnel costs or exchange rates for imported goods change after conclusion of the contract.

5. If an order is cancelled by the customer or client, for which our consent is required, we shall be reimbursed for the actual expenditure incurred, but at least 25 % of the net order value.

6. We reserve our exclusive rights and claims to all drafts, blueprints, pictures, drawings, charts, circuit diagrams and all other fabrication documents which are sent or shown to the customer or the future customer of our goods. Such drafts, blueprints, pictures, drawings, charts, circuit diagrams and fabrication documents shall not be provided, shown or otherwise be brought to the attention of third parties without our express written consent. They must be returned to us at our request at any time.

II. Delivery

1. We endeavor to comply with delivery and performance deadlines. We may be entitled to extend such deadlines appropriately, in particular if time delays should occur, e.g. in the event of prior order clarification with the customer or during the processing of the order placed. Information on delivery times refer to the dispatch of the goods ex works or to the notification of readiness for acceptance and are non-binding unless expressly stated otherwise.

2. Force majeure and other events beyond our control which may not ensure the smooth processing of the order, in particular delivery delays on the part of our suppliers, traffic and operational disruptions, industrial disputes, material and energy shortages, entitle us to postpone delivery or to withdraw from the contract in whole or in part without the customer being entitled to any claims for compensation. This may also apply if the aforementioned events occur at a time when we are in default.

3. Partial deliveries are permitted under the terms of the entire order. Partial invoices are permissible.

4. We shall also be entitled to remedy defects which become apparent during maintenance work. Instead of carrying out the maintenance work, we are allowed to deliver other fully or partially equivalent items in exchange. Replaced parts will not be returned.

5. We may be entitled to have service or maintenance orders processed by other companies without informing the customer.

III. Shipping

1. Shipment is at the expense and risk of the customer. Unless otherwise instructed, we may take out transport insurance.

2. We work with common transport companies at normal market conditions. We do not guarantee for the cheapest shipping.

3. We reserve the right not to ship from the place of performance as defined in Section XII. But, at our discretion, from another location.

IV. Complaints, notifications of defects and acceptances

1. Complaints due to incomplete or incorrect delivery or complaints due to recognisable defects must be notified in writing without delay, at the latest 15 days after receipt of the goods. Other defects must be reported in writing immediately after discovery. Complaints about defects must be accompanied by a request to have them rectified free of charge.  

2. Warranty claims are excluded if complaints or notices of defects are not made in due time. In the event of timely notification, we shall only be obliged to make subsequent deliveries or to provide a warranty in accordance with Section V.

3. Work services generally require a formal acceptance and are to be demanded from the customer. Acceptance shall be deemed 10 days after completion, however, carried out no later than 3 days after commissioning of the service owed.

V. Warranty

1. We warrant for guaranteed characteristics and faultlessness according to the respective state of the technology. Changes in the construction or equipment, which we generally make prior to the delivery of an order, do not entitle to a complaint.

2. The warranty period shall commence upon dispatch of the goods by us and generally amounts to 12 months, insofar as determined by law of the Federal Republic of Germany. This does not apply to third-party products with a shorter warranty period, e. g. disk drives (warranty period 90 days), lenses, etc., for which the warranty periods of the suppliers remain valid. We do not assume any warranty for used equipment, unless otherwise agreed in writing.

3. Type of warranty:

a) The warranty is at our discretion for repair or replacement of the defective product or part. Replaced parts become our property.

b) The product in question must be returned to us for repair or to a customer service centre recognised by us for the respective product area. The costs of the outward and return shipment shall be borne by the customer. Transport insurance according to Section III, 1.

4. There is no claim for rescission or reduction, unless we are unable to remedy the defect.

5. The warranty obligation expires if the delivery item is changed in whole or in part by a third party, unless the defect is not causally connected with the modification. The warranty obligation also expires if installation and handling instructions are not followed.

6. Normal wear and tear as well as damage due to improper handling are excluded from the warranty. Data backup to any data storage device is the responsibility of the customer. We shall not be liable for changes concerning the condition or operation of our products due to improper storage or climatic and other influences. The warranty does not cover defects due to constructional flaws or the choice of unsuitable materials, provided that the customer has specified the construction or material despite prior warning.

7. Repair or replacement does not extend or renew the warranty.

8. We reject any responsibility, in particular any claims for compensation, for difficulties arising from the provisions of industrial property rights in the event of resale or use of our products or the goods sold by us.

VI. Liability

Unless otherwise provided in these terms and conditions, claims for compensation by the customer, in particular those based on positive breach of contract and fault upon conclusion of the contract, are excluded to the legally admissible extent.

VII. Export

1. The goods delivered by us may only be exported to countries other than those of the common market in non-assembled condition with our written consent.

2. In the event of an infringement, we shall be entitled to cancel the current orders in addition to the claim for damages.

VIII. Retention of Title

1. We reserve title to the delivered goods until complete repayment of all claims to which we are entitled and still arising from the business relationship, irrespective of the legal reason.

2. The customer is entitled to process our products or combine them with other products within the scope of his regular business operations. We shall acquire co-ownership of the objects resulting from the processing or combination in order to secure our claims mentioned in Section VIII., 1 which the customer hereby transfers to us. The customer shall store the items subject to our co-ownership free of charge. The amount of our co-ownership share shall be determined in proportion to the value of our product and the object created by the processing or combination.

3. The resale in the ordinary course of business requires our written consent. If granted, this consent shall expire in the event of suspension of payment. The customer hereby assigns to us all claims and ancillary rights to which he is entitled from the resale. The assigned claims serve as security for all claims in accordance with Section VIII., 1. The customer is entitled to collect the assigned claim as long as we have not withdrawn this authorisation. The direct debit authorisation expires even without an explicit revocation if the customer suspends payment. Upon our request, the customer must immediately inform us in writing to whom he has sold the goods and which claims he is entitled to as a result of the sale, as well as issue us with publicly certified documents on the assignment of the claim at his expense.

4. The customer shall not be entitled to dispose otherwise of the goods subject to our retention of title or co-ownership or of the claims assigned to us. The customer must immediately notify us of any seizures or other legal impairments of the goods wholly or partially belonging to us.

5. We shall be entitled at any time to demand the return of the goods belonging to us if the customer is in arrears with a payment or if his financial situation deteriorates significantly. If we make use of this right, then - without prejudice to other mandatory legal provisions - a withdrawal from the contract only exists if we expressly declare this.

6. If the value of the securities existing for us exceeds our claims by more than 20 % in total, we shall release securities of our choice at the customer's request.

7. If retention of title pursuant to Section VIII., 1 to 6 is not effective in a foreign country, the customer is be obliged to cooperate in all measures, in particular to make all declarations necessary on his part in order to provide us with securities which are at least equivalent to the retention of title pursuant to Section VIII., 1 to 6 above.

IX. Payments

1. We are entitled to invoice our services electronically. The invoice will be sent to an e-mail address to be provided. Additional costs are incurred for the postal dispatch of invoices.

2. Unless otherwise agreed, the customer shall owe us Euro (EUR) for our deliveries and services. Foreign currency amounts in the form of transfers, cheques, bills of exchange, etc. are credited with the EUR proceeds we generate from the foreign currency amount.

3. Payments are to be made in accordance with the agreed terms of payment. In the absence of such agreements, payment is due no later than 30 days after delivery. For customers outside Germany, the opening of an irrevocable, confirmed and divisible documentary letter of credit, depending on the delivery time, at least 90 days prior to the agreed delivery date and no later than 30 days after confirmation, payable in EUR at a major bank of the Federal Republic of Germany, is deemed agreed.

4. Payments shall always be offset against the oldest invoice due.

5. If the customer defaults on payment or his financial situation deteriorates significantly after conclusion of the contract, we can demand immediate cash payment for all claims arising from the business relationship, even if they have been deferred. This also applies if we have accepted bills of exchange or cheques. Under the same conditions, we may demand advance payment or the provision of security for all current transactions. The rights under § 326 of the German Civil Code (BGB) remain unaffected.

6. If the payment deadline is exceeded, interest on arrears of 9 % above the respective base rate of the European Central Bank (ECB) may be charged, without prejudice to further rights.

X. Liability for rental equipment

The lessee shall be liable in accordance to the general liability rules if he damages the device or commits any other infringement of contract. The lessee must return the device in the same condition as it was taken over. The liability of the lessee also extends to incidental damage costs such as expert costs, depreciation, loss of rental income, etc.

XI. Charging rates, expenses, surcharges, etc.

1. Unless otherwise agreed in writing, our calculations and invoices are based on the following rates.

 a) IT service 62.00 EUR per WU

 b) Workshop service 44.00 EUR per WU

 c) Studio Service 44.00 EUR per WU

 d) Auxiliary staff 24.00 EUR per WU

 One WU (= Work Unit) corresponds to 30 minutes each.

Daily Flat Rate

 a) IT service 1,100.00 EUR (includes 10 hours)

 b) Studio service 800.00 EUR (includes 10 hours)

 c) Planning / documentation 800.00 EUR (includes 10 hours)

2. For journeys by car we charge EUR 0.89 per employee for each kilometre driven to and from the place of work. For flights and journeys by rail, we calculate the actual costs as well as 60 % of the rate per employee stated under Section XI., 1.

3. Expenses such as overnight stays, trips to and from the hotel, etc. are always at the expense of our clients and will be charged according to the actual expenses.

4. The regular working hours are from 8 am to 6 pm on weekdays. Benefits exceeding the standard working hours are subject to the following surcharges:

Workdays 25 %

Workdays after 10 pm 50 %

Saturdays 25 %

Sundays and public holidays 100 %

XII. Place of performance, place of jurisdiction, applicable law

1. Place of performance and jurisdiction is Wiesbaden, Federal Republic of Germany.

2. We shall also be entitled to take legal action at a court having jurisdiction over the customer’s registered office or branch.

3. The law of the Federal Republic of Germany shall apply to the supply and service relationship.