Terms and Conditions PDF Print E-mail
Written by Sven Herrmann   
Tuesday, 30 June 2009 08:42
1. Exclusive coverage of the terms of sale, the contract
1.1 Supplies of the seller are governed exclusively by these terms and conditions of sale, even if he opposed the purchase conditions are not explicitly object. Changes and additions must be in writing. The offers are subject to change, orders are only with the written order confirmation of Seller binding
1.2 In addition, to the agreed delivery terms of the INCOTERMS 1990 by the International Chamber of Commerce in Paris, published regulations.
1.3 Should individual clauses of these general conditions of sale wholly or partially invalid, it will affect the validity of the remaining clauses of these general conditions of sale are not.
2. Prices and pricing
2.1 The prices are net and are ex works, excluding freight, packing, transport charges and insurance. Special requests are taken into account. The prices are Euro prices (€), unless other arrangements have been made.
2.2 Prices do not include VAT. It will, if necessary, separately. It is valid on the delivery of value added is calculated.
2.3 For delivery of more than 4 months, we calculate the current price on the delivery. If this price on the day of the contract price is valid for more than 15 per cent and the price increase is not limited to after the offer date incurred cost increases due to the buyer is entitled, by written statement within 14 days after notification of the new price of the contract .
3 Payment Terms
3.1 The performance for the payment of the purchase price, the bank is the seller. The payment shall be deemed completed when the amount owed on the account of the bank of the seller is received.
3.2 Unless other payment terms are agreed, all invoices of the seller within 30 days after the invoice date without deduction payable.
3.3 All costs and expenses incurred in connection with the negotiation and submission of checks and bills of exchange shall be borne by the buyer.
3.4 In case of late payment default interest amounting to 3% above the current rate FIBOR calculated.
3.5 The buyer is not entitled to existing liabilities to the Seller with any claims against each other or for other reasons, payments or other performances or receivables to a third party.
4. Delivery time
4.1 The delivery deadline is met if up to their end of the delivery item has left the factory or at an agreed pick up the shipment was ready.
4.2 The observance of the delivery period is the timely receipt by the buyer to be delivered documents, the granting of necessary approvals and clearances and adherence to the agreed payment terms.
4.3 The delivery period shall be extended appropriately in the event of strikes or lockouts, as well as unforeseen events occur, especially in fire or flood. Beginning and end of such obstacles, the seller to the buyer as soon as possible.
4.4 The delivery is completed when the seller of the purchased goods from performance to the destination, or shipped, if it applies to no shipping, the buyer of dispatch has passed or if the buyer's breach of duty by the relevant conditions are met, the seller of the possibility of storage, deposit or sale of self-help exercise.
4.5 If the seller does not comply with the requirement in debt, the buyer in writing after a reasonable grace period to cancel the contract or - if he proves that he is aware of the damage has grown - not more than 5 per cent of the value of the merchandise total arrears claim.
4.6 Partial deliveries are permissible.
5. Transit, transfer of risk, insurance
5.1 Unless otherwise agreed, the seller chooses and dispatch Dispatch.
5.2 The risk of loss or damage to the goods passes in accordance with the agreed delivery terms of the INCOTERMS 1990 to the buyer.
5.3 The product is inland from house to house at the expense of the seller secured.
6 Defects in material defects and shipping damage
6.1 Obvious defects (when using our own means of transport including shipping damage), wrong deliveries are missing and the seller no later than 14 days after receipt of the goods.
6.2 If the goods are delivered by a carrier, then the buyer may in apparent shipping damage and loss of the goods transport only accept it if these damages and losses on the consignment document and the endorsement by the transporter has been countersigned. This applies even if the external circumstances (such as damage to the packaging) damages or losses to be assumed sind.Äußerlich not visible transport damage and transport losses, the buyer in writing immediately after discovery of the transporter to be reported. Transport damage immediately to the carrier within the designated special deadlines to argue. In both cases, the buyer has the seller immediately by fax or by telegraph to inform.
6.3 If the buyer does not in 6.1. and 6.2. these general conditions of sale, the goods as a full and in accordance with the contract.
7. Retention of title
7.1 The delivered goods remain up to full payment of all claims arising from the current and future business relationship property of the seller ( "Retained Goods").
7.2 If the buyer resells occurs, he is entitled to the conditional goods in the ordinary course of business to do so. This authorization shall expire if the purchaser with its obligations in default, if it becomes insolvent or if against him, a judicial settlement, bankruptcy or similar procedure is applied for or opened.
7.3 After removal of the disposal of the buyer in accordance with 7.2. is the seller of his property to secure a right of retention goods entitled, at the expense of the buyer, the interim release of the retained goods.
7.4 At the request of the seller, the buyer has to obtain all necessary information about the existence of the conditional goods to give. About enforcement actions of third parties in the conditional goods, the buyer and the seller immediately supported him in securing his property right to his costs.
7.5 If the buyer is a disposition in accordance with 7.2., He shall ensure that the extent of the share ownership of the seller to him from the sale of receivables with all ancillary rights to the Seller. The buyer is to collect the receivables assigned to the power of revocation.
7.6 The buyer agrees to the conditional goods properly stored, and at his own expense against the usual risks to insure and the seller of the completion of insurance on request. The buyer of insurance claims in the amount of the value of the goods to the Seller.
7.7 For transformation and processing of goods for other goods, the seller as a manufacturer and it is he ownership of the new object in proportion to the value of the goods to the new thing. In this case keeps the buyer free of charge for the seller.
8. Decrease
8.1 Acceptance tests are performed only if the previously agreed. The costs in each case the buyer.
8.2 If the buyer at an agreed acceptance test or is it, despite timely notification when the test is not present, the test by the seller as acceptance. Delaying the tests carried out by the seller is not indebted reasons, then of any resulting additional costs to be borne by the buyer. The product is in any case as accepted once the purchaser's use has taken.
8.3 The decrease may not be denied due to minor defects, with the seller to remedy those deficiencies remains committed.
9. Warranty and Liability for defects
9.1 The warranty is 12 months from the transfer of risk. However, assembly or commissioning agreed to begin the handover period. In any case the warranty period ends 15 months after the invoice date. For microprocessor-controlled devices and equipment systems, software and electronic components or assemblies, as well as development services, the warranty period shall be 6 months from the transfer of risk. It ends in each case, 9 months after the invoice date.
9.2 The seller warrants that the goods are free from material and manufacturing defects. When the buyer to the seller such a defect within the warranty period (9.1.), Then the seller is obliged to remedy the defect at his own choice free of charge by repair or delivery of a non-defective product to resolve. The seller determines whether the repair of the goods at the place, in one of its representatives or subsidiaries or in his work is being carried out. If the seller fails to repair on site, the buyer at his own expense, the defective product expertly and safely transport packed and sent to the address mentioned by the seller to send. Should the Seller the deficiency even after the expiry of a purchaser in writing, reasonable time limit fixed, so the buyer is entitled to the purchase price paid upon return of the goods recovered.
9.3 Defects, the buyer to the seller immediately and to do everything in order to minimize harm.
9.4 The seller is only obliged to remedy the defect if the buyer he was required to fulfill contractual obligations. In particular, the agreed terms of payment pursuant to afford.
9.5 For defects resulting from natural wear (wearing parts in particular) and improper treatment of the seller makes no warranty. The warranty obligation of Seller shall cease when the goods by the buyer or not authorized by the buyer to third parties will be changed or repaired.
9.6 For equipment supplied by other manufacturers, the warranty conditions of the respective manufacturer entsprechend.Für supplied parts (eg lamps) are associated with the manufacturers warranty conditions agreed.
9.7 For the rest of software:
The seller guarantees the conformity of the buyer licensed software program, with its specifications, where the software on its systems in accordance with its associated guidelines has been installed. Where the buyer, however, software, interface, etc. As a third-party products are available, the seller assumes no responsibility or liability. As a guarantee in software defects are only those defects, which at any time can be reproduced. The seller undertakes to software defects, the non-conforming use only insignificant harm, after his election and, depending on the importance of the defect through the installation of an improved version of software or instructions to remove or bypass the effects of the defect to be corrected. The seller does not warrant that the software in all chosen by the buyer, the seller is not specified combined faultless runs.
9.8 Other and further claims, whether in contract or law shall be excluded, especially claims for replacement of such damages, not to the goods themselves are (damages). This does not apply in cases of intent, gross negligence or the lack of assured properties by law mandatory liability.
10. Industrial property rights and copyrights
10.1

If claims arising from breach of a German industrial property rights or copyright against a German buyer claimed, because a seller of used goods delivered, the seller is obliged to the buyer against such claims and to defend against, the right amount of the court or by the seller allocated costs and damages amounts to be paid. It is assumed that the buyer the seller immediately in writing of such claim and inform him all the defensive measures and extra arrangements are reserved.

 

Under these conditions, the seller of the purchaser the right to further use of the product provide. If the on commercially reasonable terms is not possible, the seller is obliged, at his discretion and at its expense, either so that product or service should be replaced, and that the seller paid the purchase price minus the age of the product taken into consideration amount to be reimbursed .

 

Other or additional claims for protection or copyright violations are not to the buyer. The seller has no obligation, if copyright protection or injuries caused to be that a product supplied by the seller changed, in a no publications in the manner described by the seller or used together with the seller is not delivered goods.
10.2 The seller is not liable for the infringement of third party rights in respect of a product, according to drawings, developments or other details of the buyer was made. The buyer has the seller in this case of third-party claims.
10.3 The change in the appearance of a product to the purchaser or a third party manufacturer could appear, the removal of trade of the seller and the affixing of marks on the buyer of the goods is prohibited.
10.4 Cost estimates and other information supplied by the seller that retains the property rights and copyright rights fully before using it only with the prior consent of the Seller made available to third parties. Belonging to offers drawings and other documents, if the contract the seller is not obtained, upon request, be returned immediately. Sentences 1 and 2 of this paragraph shall apply mutatis mutandis to the documents of the buyer, which may, however, such third parties are made available by the vendors with legitimate goods or services provided or commissioned so intended.
11. Rights in the software
Of programs, associated documentation, and subsequent additions to the buyer is a non-exclusive and non-transferable right to use, for internal use, goods for which the programs were delivered. Moreover, the buyer has no rights in the programs, documentation, and subsequent additions to, in particular, the seller remains the sole copyright holder. The buyer will these programs, documentaries, and subsequent additions without prior written consent of the seller is not accessible to third parties - and not for his own purposes - not copy or otherwise duplicate. Source programs are only on the basis of a separate written memorandum.
12. Liability
The seller's liability arises solely from these general conditions of sale agreements. All the buyer is not expressly granted claims are excluded.
This applies in particular to damage claims against the seller as well as against its personnel from the breach of contractual obligations, the violation of legal obligations in contract negotiations, tort, and the inability by the seller indebted, contractual services to be provided, both for direct as also for indirect damages (consequential).
Upon delivery of the software vendor is not liable for the loss or modification of data, the errors caused by program have been and may not apply to some of the areas necessary, replacement of information. Above shall not apply in cases of intent or gross negligence by law mandatory liability.
13. Place of Performance, Jurisdiction, data storage
13.1 Performance for the delivery and payment is Jena.
13.2 Jurisdiction is of our choice of Jena, or the seat / domicile or residence of the buyer.
13.3 The seller is entitled to data which it in the context of business relationships with the buyer has received, whether from the buyer or from third parties, within the meaning of the Federal Data Protection Act to handle and store.
JENA, MAY 2008
Last Updated on Tuesday, 19 January 2010 15:08