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.
1. We shall make every effort to comply with delivery and performance deadlines. We shall be entitled to extend such deadlines appropriately, in particular if delays occur, for instance, in the case of prior clarification of the order with the customer as well as during the processing of the order. 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 delays in delivery 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 shall 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 contract. Partial invoices are permissible.
4. We shall also be entitled to remedy defects which only 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 are entitled to have service or maintenance orders processed by other companies, even without informing the customer.
1. Shipping is at the expense and risk of the customer. Transport insurance can be taken out by us, unless otherwise instructed.
2. We work with common transport companies at normal market conditions, but 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 notifications 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 also include a request to have them rectified free of charge.
2. Warranty claims are excluded in the event of late notification of defects or complaints. If notified in time, we shall only be obliged to make subsequent deliveries or provide a warranty in accordance with Section V.
3. Work performances require a formal acceptance and are to be demanded by the customer. Acceptance shall be deemed 10 days after completion, however, carried out at the latest 3 days after commissioning of the service.
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 shall be 12 months, unless otherwise stipulated 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 shall be for repair or replacement of the rejected product or part at our discretion. 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 as III, 1.
4. There is no claim to revoke from the contract or to reduce the purchase price unless we are unable to remedy the defect.
5. The warranty 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. It also expires if installation and handling instructions are not followed.
6. Normal wear and tear as well as damage due to improper handling is 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 based on constructional flaws or the choice of unsuitable materials, if the customer has prescribed the construction or material despite prior warning.
7. Repair or replacement does not extend or renew the warranty.
8. In the event of difficulties arising from the provisions of industrial property rights in connection with the resale or use of our products or the goods sold by us, we reject responsibility in particular for all claims for compensation.
Unless otherwise stipulated in these terms and conditions, claims for compensation by the customer, in particular those based on positive breach of contract and fault at the time of conclusion of the contract, are excluded to the extent permitted by law.
1. The goods supplied by us may not be exported in uninstalled condition to countries other than those of the common market without our written consent.
2. In the event of an infringement, we shall be entitled to claim damages and to cancel the current orders.
VIII. Retention of Title
1. We reserve the property of all goods delivered until complete repayment of all claims we are entitled to and still arising from the business relationship, irrespective of the legal basis.
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 created by the processing or combination in order to secure our claims mentioned in section VIII., 1. which the customer shall transfer to us already now. The customer shall store the items subject to our co-ownership free of charge. The amount of our co-ownership share is determined by the ratio of the value of our product to the value of 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 lapse in the event of suspension of payment. The customer hereby assigns to us all claims and ancillary rights resulting from the resale to which he is entitled. The assigned claims serve as security for all claims according to section VIII., 1. The customer is entitled to collect the assigned claim as long as we have not withdrawn this authorization. The direct debit authorization expires even without an explicit revocation if the customer suspends payment. At our request, the customer must inform us immediately in writing to whom he has sold the goods and which claims he is entitled to as a result of the sale and must issue us with publicly certified documents at his own expense about the assignment of the claim.
4. The customer shall not be entitled to dispose of the goods subject to our retention of title or co-ownership or of the claims assigned to us in any other way. The customer must notify us immediately of any seizures or other legal impairments of the goods wholly or partly owned by us.
5. We shall be entitled to demand the return of the goods belonging to us at any time if the customer defaults on a payment or if his financial situation deteriorates significantly. If we make use of this right, then - without prejudice to other mandatory legal provisions - we shall only withdraw from the contract 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. above is not valid in a foreign country, the customer shall be obliged to cooperate in all measures, in particular to make all declarations necessary for his part, in order to provide us with securities which are at least equivalent to the retention of title in accordance with section VIII., 1. to 6. above.
1. We are entitled to charge our services electronically. The invoice will be sent to an e-mail address to be provided. Additional costs will arise from sending invoices by post.
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 within 30 days after delivery at the latest. For customers outside of Germany, the opening of an irrevocable, confirmed and divisible documentary letter of credit is deemed to have been agreed upon at least 90 days prior to the agreed delivery date and at the latest 30 days after confirmation of order depending on the delivery time, payable in EUR at a major bank of the Federal Republic of Germany.
4. Payments shall always be offset against the oldest due invoice.
5. If the customer defaults on payment or his financial situation deteriorates substantially after conclusion of the contract, we can demand immediate cash payment for all claims 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 can demand advance payment or security for all current transactions. The rights under § 326 of the German civil code (BGB) remain unaffected.
6. If the payment deadline is exceeded, default interest of 9 % above the relevant base interest 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 with the general liability rules if he damages the equipment or commits any other breach 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's fees, loss of value, 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 settlement 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.
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 the driven kilometers to the site of deployment and back with EUR 0.89 per employee. For flights and train journeys, we charge the actual expense as well as 60 % of the rate stated under section XI., 1. per employee.
3. Expenses such as overnight stays, travels to and from the hotel, etc., are charged to the account of our clients and will be charged according to the actual expenses incurred.
4. The regular working hours are on weekdays from 8 am to 6 pm. The following surcharges will be added to services exceeding the regular working hours:
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 with jurisdiction over the registered office or branch of the customer.
3. The law of the Federal Republic of Germany shall be authoritative for the supply and service relationship.