Terms and Conditions
§ 1. General
(1) These general terms and conditions apply exclusively to business dealings with entrepreneurs.
(2) Our deliveries and other services are carried out exclusively under the following conditions, excluding any conflicting terms and conditions of the buyer. Counter-confirmations by the customer with reference to his business or purchasing conditions are hereby rejected. Verbal collateral agreements do not exist.
§ 2 conclusion of contract
(1) Our offers are non-binding and subject to change with regard to the type of execution, price, delivery period and delivery options.
(2) By ordering the desired goods / services, the customer submits a binding offer to conclude a contract.
(3) We are entitled to accept the contract offer contained in the order within two weeks of receipt by us. The contract is concluded upon receipt of the written order confirmation. If this has not been done by then, the timely dispatch confirmation or the timely delivery of the ordered goods are also deemed to be the order confirmation.
(4) All specified dimensions, weights, data and illustrations are non-binding and only approximate. Deviations are permitted within the framework of what is reasonable.
§ 3 prices
(1) Unless otherwise agreed in writing, all prices are exclusive of VAT, packaging, insurance and other ancillary costs. These will be billed to the customer separately.
(2) Should our prime costs, in particular wage and material costs, demonstrably increase up to the day of delivery due to cost increases occurring after the conclusion of the contract, we are entitled to increase the agreed prices as a percentage of the cost increase.
§ 4 Terms of Payment
(1) Unless otherwise agreed, payments are to be made within 30 days of receipt of the invoice, as well as services immediately, strictly net and in cash without any deduction.
(2) Bills of exchange will only be accepted if this has been previously agreed in writing. All expenses resulting from the acceptance of bills of exchange will be charged to the buyer. We assume no liability for timely presentation, protest, notification and delivery of a bill of exchange in the event of non-cashing. Checks are only accepted on account of performance and can be returned at any time.
(3) Discounts and special conditions are not granted if the buyer is behind in payment for earlier deliveries.
(4) In the event of default in payment, we are entitled to charge default interest at a rate of 8 percentage points above the applicable base rate.
(5) If the buyer does not meet his contractual obligations to us, including preliminary orders, we are entitled to suspend further services in whole or in part and to demand immediate payment of our due claims or the provision of securities. If there is a significant deterioration in the customer's financial circumstances, we are entitled to carry out further services only against prepayment or collateral.
(6) We reserve the right, in individual cases or if payment is refused by banks or providers of the respective payment method, to execute the order only against payment by cash on delivery or in advance. In this case the customer can accept this or withdraw from his order. Costs that arise from reversing a payment transaction due to insufficient funds or due to incorrectly transmitted data by the customer will be charged to the customer.
(7) Offsetting or retention by the customer is only permissible because of undisputed or legally established counterclaims.
§ 5 Deadlines, Transfer of Risk
(1) The expiry of certain delivery deadlines and dates does not release the buyer, who wants to withdraw from the contract or who wants to claim damages, from setting a reasonable grace period for the performance of the service, unless it is a case of § 281 paragraph 2 BGB or Section 323 (2) BGB. Partial deliveries are permitted to a reasonable extent.
(2) Delivery and service deadlines are extended appropriately in the event of force majeure and all obstacles for which we are not responsible, in particular in the event of operational disruptions, lack of raw materials, industrial disputes or traffic disruptions, insofar as these obstacles have a significant influence on the delivery or service. We are not responsible for the fault of our suppliers.
(3) The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest when they are handed over to the carrier, forwarding agent, etc., even if partial deliveries are made or if we provide other services, e.g. shipping or delivery and installation have taken over or in the case of subsequent deliveries or repairs.
(4) The default of acceptance equals the handover.
(5) Unless otherwise agreed in writing, we take out transport insurance at the customer's expense.
§ 6 Warranty
(1) All documents on which the order is based, such as images, drawings, technical data, etc. only provide approximate data, unless otherwise agreed in writing. Deviations are permitted within the framework of what is reasonable.
(2) In the event of material defects, we can choose to carry out subsequent improvement and / or replacement delivery free of charge within the normal delivery and working hours. Otherwise, the warranty is based on the statutory provisions.
3) The limitation period for warranty claims is two and a half years; Obvious defects in the goods or services must be reported in writing immediately, at the latest within 10 days of receipt of the goods. If the defects are not reported in good time, the goods / services are deemed approved. The warranty periods of our suppliers stated overleaf in the offers apply to third-party products and software products.
(4) There is no guarantee for defects and damage that are based on circumstances for which we are not responsible that occurred after the risk was passed. In particular, a warranty does not apply if the buyer operates the goods improperly or carries out repairs or changes, unless the buyer can prove that this was not the cause of the defect complained about.
§ 7 liability
(1) The following exemption from liability does not apply to personal injury or if the damage is based on intent, gross negligence or lack of a warranted quality, violation of essential contractual obligations, delay in performance, impossibility, as well as claims according to §§ 1, 4 of the Product Liability Act.
(2) In addition, all claims for damages by the customer - for whatever legal reason - are excluded, unless otherwise expressly agreed. The seller is therefore not liable for damage that did not occur directly on the delivery item; in particular, he is not liable for lost profit or other financial losses of the customer.
§ 8 retention of title
(1) We reserve title to delivered goods until all, including future claims against the buyer have been settled in full.
(2) The buyer is obliged to store the reserved goods for us with commercial care and to insure them adequately against fire, theft, water and liability risk at his own expense. The customer assigns his claims from the insurance contracts to us until the transfer of ownership, which we hereby accept.
(3) The buyer is authorized to process or sell reserved goods, insofar as this is part of his normal business operations. Transfer by way of security or pledging are not permitted. The buyer has to inform us immediately in writing of any attempts to enforce or other impairments of the reserved goods by third parties. The customer bears the costs for a third party objection claim or costs for an extra-procedural release resulting from such interventions.
(4) If the buyer sells reserved goods, he already now assigns his future purchase price claim against the buyer to us as security until our claims have been settled in full. Upon request, the buyer is obliged to inform us immediately of the name and address of the customer as well as the type and scope of the claims to which he is entitled and to enable us to inspect the relevant business papers. The buyer is revocably entitled to collect the claims assigned to us in the ordinary course of business.
(5) If the customer processes goods subject to retention of title, we acquire co-ownership of the finished product or the new item to the extent that results from the ratio of the value of the goods subject to retention of title to the value of the finished product.
(6) If the realizable value of the existing securities exceeds our claims against the customer by 10% or more, we are obliged, at our request, to release the corresponding securities at our discretion.
§ 9 software products
If the goods to be delivered contain software, the following special provisions apply.
(1) We grant the customer a non-transferable, non-exclusive license (without the right to sub-license) to use the purchased software.
(2) The customer is obliged to strictly adhere to the software manufacturer's copy and other usage restrictions enclosed with the software. These can be requested from us in writing before delivery of the software. In the event of breaches of the manufacturer's license regulations by the purchaser and resulting claims against Primation, the purchaser is fully liable to Primation.
(3) The buyer is solely responsible for the proper use and monitoring of the software. This includes, in particular, the recording of transactions, the creation of appropriate recovery routines in the event of a software malfunction and all other necessary precautionary measures for the purpose of recovering unintentionally deleted or otherwise destroyed data.
(4) We assume no guarantee or liability for software that has been changed by the customer or used improperly (in particular in violation of the due diligence regulations described in user manuals or other accompanying materials), insofar as this results in malfunctions or damage.
§ 10 Export Control Regulations
The goods are intended to remain in the Federal Republic of Germany. If, on the basis of an express written agreement deviating from this, goods are delivered by the buyer for the purpose of export, he is responsible for compliance with both the relevant federal German and the export regulations of the country of manufacture. In the event of a breach of any export control provisions by the buyer and resulting claims against us by the country of manufacture or Germany, the buyer is liable to us without limitation.
§ 11 Return of goods
In the event of withdrawal, the statutory consequences of withdrawal apply.
§ 12 repairs
If a cost estimate is required before repairs are carried out, this must be expressly stated. If there is an ongoing business relationship between the seller and buyer to which these general terms and conditions apply, the costs for the estimate are to be reimbursed if the repair is not commissioned.
Whether repairs are carried out in their own or in a third-party workshop is at the seller's discretion. The provisions of Sections 5 and 6 apply accordingly to the seller's warranty. Shipping and packaging costs are borne by the buyer. Repair invoices are due immediately.
§ 13 Assignability of Claims
The customer is not entitled to assign his claims from the contract.
§ 14 final provisions
(1) These general terms and conditions contain all rights and obligations of the contracting parties.
(2) If the customer is a merchant or does not have a place of residence within the European Union, our place of business is the sole place of jurisdiction for all disputes between the contracting parties, including actions for bills of exchange and checks.
(3) German law applies exclusively to the exclusion of the provisions of the UN sales law.
(4) Should one of these provisions be ineffective, this shall not affect the validity of the remaining provisions. The parties endeavor to replace ineffective provisions with effective provisions that largely achieve the intended economic purpose.