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.