Terms of Sale and Delivery
Stand:
November 2021
§ 1 Scope
1. Our terms of sale and delivery apply exclusively. We do not recognize customer conditions opposing or deviating from our terms of sale and delivery unless expressly validated in writing. Our terms of sale and delivery apply, even if the delivery goes ahead with knowledge of opposing or deviating terms of sale and delivery made by the customer. Our terms of sale and delivery also apply to all present and future business transactions with the customer.
2. All agreements made between us and the customer for the implementation of the present contract are made in writing in this contract.
3. Our terms of sale and delivery only apply to contractors, as per Para. 310 of the Federal Law (BGB – Bundesgesetzbuch)
1. Our terms of sale and delivery apply exclusively. We do not recognize customer conditions opposing or deviating from our terms of sale and delivery unless expressly validated in writing. Our terms of sale and delivery apply, even if the delivery goes ahead with knowledge of opposing or deviating terms of sale and delivery made by the customer. Our terms of sale and delivery also apply to all present and future business transactions with the customer.
2. All agreements made between us and the customer for the implementation of the present contract are made in writing in this contract.
3. Our terms of sale and delivery only apply to contractors, as per Para. 310 of the Federal Law (BGB – Bundesgesetzbuch)
§ 2 Offer and Contract Conclusion
1. Our offers are non-binding and noncommittal in every aspect if not agreed otherwise.
2. An order is only considered accepted once it has been confirmed by us in writing. The same applies to additions, changes or special agreements.
3. Drawings, illustrations, weight and measurement data or other performance data are only binding if these have been expressly agreed upon in writing. In particular, illustrations in catalogues and flyers might not always correspond to the latest version due to further developments and improvements.
4. The contract conclusion presumes proper and timely supply from our suppliers. This applies only if failure to deliver is out of our control, particularly in the case of a congruent transaction with our supplier. The customer will be informed immediately in the case of a service being unavailable. A refund will be issued immediately.
1. Our offers are non-binding and noncommittal in every aspect if not agreed otherwise.
2. An order is only considered accepted once it has been confirmed by us in writing. The same applies to additions, changes or special agreements.
3. Drawings, illustrations, weight and measurement data or other performance data are only binding if these have been expressly agreed upon in writing. In particular, illustrations in catalogues and flyers might not always correspond to the latest version due to further developments and improvements.
4. The contract conclusion presumes proper and timely supply from our suppliers. This applies only if failure to deliver is out of our control, particularly in the case of a congruent transaction with our supplier. The customer will be informed immediately in the case of a service being unavailable. A refund will be issued immediately.
§ 3 Special Productions
1. Special productions require a written purchase order with detailed material and measurement information from the customer.
2. If we supply special productions according to the furnished designs, models, samples or other documents or using tools or components of the customer, he will ensure that patent rights of a third party are not infringed upon. The documents supplied by the customer are taken as standard; the customer is liable for accuracy of the content, technical feasibility and comprehensiveness. The customer is responsible for any additional costs resulting from changes to the order after our confirmation has been sent, or from additional services required due to unsuitable or incomplete data. Should a third party contest our production and for copyright reasons, we will, without obligation to examine the circumstantial and legal situation, be entitled to cease any further activity and demand compensation from the customer. The customer is to immediately exempt us from all respective third party liabilities.
3. For all special productions, we reserve a ± margin of up to 10 %, but a minimum of 2 pieces. Special productions can only be exchanged if errors in workmanship are detected.
1. Special productions require a written purchase order with detailed material and measurement information from the customer.
2. If we supply special productions according to the furnished designs, models, samples or other documents or using tools or components of the customer, he will ensure that patent rights of a third party are not infringed upon. The documents supplied by the customer are taken as standard; the customer is liable for accuracy of the content, technical feasibility and comprehensiveness. The customer is responsible for any additional costs resulting from changes to the order after our confirmation has been sent, or from additional services required due to unsuitable or incomplete data. Should a third party contest our production and for copyright reasons, we will, without obligation to examine the circumstantial and legal situation, be entitled to cease any further activity and demand compensation from the customer. The customer is to immediately exempt us from all respective third party liabilities.
3. For all special productions, we reserve a ± margin of up to 10 %, but a minimum of 2 pieces. Special productions can only be exchanged if errors in workmanship are detected.
§ 4 Prices
1. If our order confirmation does not state otherwise, our prices quoted in EURO, are „from factory“ including loading in the plant. They do not include packaging, freight, insurance, duty or other expenses. These are invoiced separately.
2. Tax as required by law (value added tax) is not included in our prices. The lawful amount as of the day of invoicing will be listed separately on the invoice.
3. We reserve the right to change our prices accordingly if changes of costs occur after conclusion of the contract, in particular changes in wages or material prices. These will be provided to the customer by request.
4. If certain prices are not agreed upon, then the prices valid at the time of the delivery apply.
1. If our order confirmation does not state otherwise, our prices quoted in EURO, are „from factory“ including loading in the plant. They do not include packaging, freight, insurance, duty or other expenses. These are invoiced separately.
2. Tax as required by law (value added tax) is not included in our prices. The lawful amount as of the day of invoicing will be listed separately on the invoice.
3. We reserve the right to change our prices accordingly if changes of costs occur after conclusion of the contract, in particular changes in wages or material prices. These will be provided to the customer by request.
4. If certain prices are not agreed upon, then the prices valid at the time of the delivery apply.
§ 5 Terms of payment
1. If not stated otherwise, payment is to be made in cash, without any deduction, to us namely for a) Tools, within 14 days after the invoice date minus 2 % discount or within 30 days after invoice date net. b) Amounts of under EURO 30,00 immediately upon receipt of the invoice net without any deduction.
2. Bills and cheques are only accepted as settlement of a specific agreement. Their acceptance is not to be regarded as deferment of payment of the debt. They must be valid for no less than ten days and no more than two months. Credit notes for bills and cheques are subject to receipt and apply on the day when the funds become available. There is no liability on our part as to collection, protesting, notification or returning during non-redemption. The customer bears the cost of the bouncing fee.
3. If a payment is not made according to the date agreed on the order confirmation, we are entitled without further reminder to charge an interest rate of 10 % p. a. over and above the respective base interest rate (Para. 247 BGB). If we are able to prove a higher interest rate, we are entitled to apply this. The customer has the right to prove that the delay in payment did not result in significant losses. This does not affect the right to make large claims for damages.
4. If the customer delays his payment obligation based on a refusal of a bill, a substantial reduction in his financial assets or we receive unfavourable information on the customer (for example delay of payment, cheque and letter of credit refusal), we are then entitled to request further collateral for all current debts or to withdraw from the contract. In these cases we are further entitled to demand cash payment in advance for any outstanding deliveries, and withdraw and demand payment for all further circulating invoices, cheques and letters of credit.
5. The customer is only entitled to compensation if his counterclaims are recognized by us, lawfully determined or undisputed. He is also able to take exercise the right of retention as long as his counterclaim is based on the same contract.
1. If not stated otherwise, payment is to be made in cash, without any deduction, to us namely for a) Tools, within 14 days after the invoice date minus 2 % discount or within 30 days after invoice date net. b) Amounts of under EURO 30,00 immediately upon receipt of the invoice net without any deduction.
2. Bills and cheques are only accepted as settlement of a specific agreement. Their acceptance is not to be regarded as deferment of payment of the debt. They must be valid for no less than ten days and no more than two months. Credit notes for bills and cheques are subject to receipt and apply on the day when the funds become available. There is no liability on our part as to collection, protesting, notification or returning during non-redemption. The customer bears the cost of the bouncing fee.
3. If a payment is not made according to the date agreed on the order confirmation, we are entitled without further reminder to charge an interest rate of 10 % p. a. over and above the respective base interest rate (Para. 247 BGB). If we are able to prove a higher interest rate, we are entitled to apply this. The customer has the right to prove that the delay in payment did not result in significant losses. This does not affect the right to make large claims for damages.
4. If the customer delays his payment obligation based on a refusal of a bill, a substantial reduction in his financial assets or we receive unfavourable information on the customer (for example delay of payment, cheque and letter of credit refusal), we are then entitled to request further collateral for all current debts or to withdraw from the contract. In these cases we are further entitled to demand cash payment in advance for any outstanding deliveries, and withdraw and demand payment for all further circulating invoices, cheques and letters of credit.
5. The customer is only entitled to compensation if his counterclaims are recognized by us, lawfully determined or undisputed. He is also able to take exercise the right of retention as long as his counterclaim is based on the same contract.
§ 6 Delivery Time, Delivery Delay
1. The indicated delivery time begins with the dispatch of the order confirmation, but not before all technical questions have been clarified and the customer has provided all documents, permits, releases, and the agreed deposit has been paid.
2. The delivery time is agreed between the Contracting Parties. It assumes that all commercial and technical questions between the Contracting Parties have been clarified and the customer has fulfilled all his obligations such as providing the necessary official certificates or permits or a deposit. If this is not the case, then the delivery time will be extended accordingly. This does not apply if the delay is caused by the supplier.
3. The delivery time is dictated by a correct and timely delivery from the supplier. Foreseeable delays will be communicated by the supplier as soon as possible.
4. The delivery time is deemed as kept if the product has left the plant or if it is ready for dispatch by the deadline. As far as an acceptance has to take place, with the exception of a justified refusal of acceptance, the date of acceptance or, if necessary, the notice of acceptance applies.
5. If the dispatch and/or the acceptance of the delivery item are delayed through circumstances arising from the customer, then any costs incurred will be charged, beginning one month after the dispatch or acceptance notice. If the dispatch is delayed on the customer’s request, then the supplier is entitled, after setting a reasonable deadline, to use the items as he sees fit and deliver the merchandise within a reasonable newly set time frame.
6. If the delivery time is not kept due to a “Force Majeure” (Act of God), labour disputes or other circumstances beyond the control of the supplier, then the delivery time will be delayed accordingly. The supplier will communicate to the customer the beginning and the end of such an event as soon as possible.
7. The customer can withdraw from the contract without notice, if the supplier is unable complete the full service. The customer can withdraw from the contract if a part of the order cannot be delivered and he has a justified cause for refusing a partial delivery. If this is not the case, then the customer is to pay the contract price due for the partial delivery. The same applies in the case of the supplier’s insolvency. In all other respects Para. 10.2. applies. If the impossibility or insolvency occurs during the course of acceptance or if the customer is solely or predominantly responsible for these events, payment remains obligatory.
8. If the supplier is delayed , resulting in costs for the customer, then he is entitled to demand compensation. This amounts to 0.5 % for each full week of the delay, but a maximum of 5 % of the value of the items which can not be used in time as set out in the contract. If the customer sets an appropriate delivery period after the due date - taking into account any legal exceptions -, and the deadline is not kept, the customer is lawfully entitled to cancel the order. Further requirements of these conditions deriving from failure to deliver are set out in Para. 10,2.
1. The indicated delivery time begins with the dispatch of the order confirmation, but not before all technical questions have been clarified and the customer has provided all documents, permits, releases, and the agreed deposit has been paid.
2. The delivery time is agreed between the Contracting Parties. It assumes that all commercial and technical questions between the Contracting Parties have been clarified and the customer has fulfilled all his obligations such as providing the necessary official certificates or permits or a deposit. If this is not the case, then the delivery time will be extended accordingly. This does not apply if the delay is caused by the supplier.
3. The delivery time is dictated by a correct and timely delivery from the supplier. Foreseeable delays will be communicated by the supplier as soon as possible.
4. The delivery time is deemed as kept if the product has left the plant or if it is ready for dispatch by the deadline. As far as an acceptance has to take place, with the exception of a justified refusal of acceptance, the date of acceptance or, if necessary, the notice of acceptance applies.
5. If the dispatch and/or the acceptance of the delivery item are delayed through circumstances arising from the customer, then any costs incurred will be charged, beginning one month after the dispatch or acceptance notice. If the dispatch is delayed on the customer’s request, then the supplier is entitled, after setting a reasonable deadline, to use the items as he sees fit and deliver the merchandise within a reasonable newly set time frame.
6. If the delivery time is not kept due to a “Force Majeure” (Act of God), labour disputes or other circumstances beyond the control of the supplier, then the delivery time will be delayed accordingly. The supplier will communicate to the customer the beginning and the end of such an event as soon as possible.
7. The customer can withdraw from the contract without notice, if the supplier is unable complete the full service. The customer can withdraw from the contract if a part of the order cannot be delivered and he has a justified cause for refusing a partial delivery. If this is not the case, then the customer is to pay the contract price due for the partial delivery. The same applies in the case of the supplier’s insolvency. In all other respects Para. 10.2. applies. If the impossibility or insolvency occurs during the course of acceptance or if the customer is solely or predominantly responsible for these events, payment remains obligatory.
8. If the supplier is delayed , resulting in costs for the customer, then he is entitled to demand compensation. This amounts to 0.5 % for each full week of the delay, but a maximum of 5 % of the value of the items which can not be used in time as set out in the contract. If the customer sets an appropriate delivery period after the due date - taking into account any legal exceptions -, and the deadline is not kept, the customer is lawfully entitled to cancel the order. Further requirements of these conditions deriving from failure to deliver are set out in Para. 10,2.
§ 7 Transfer of Risk
1. The risk is transferred to the customer once the delivery object has left the factory, including any partial deliveries or where the supplier has offered additional services such as delivery costs or delivery and installation. Where an acceptance is to take place, it is authoritative for the transfer of risk. It must be completed on the acceptance date, or immediately after the supplier’s acceptance notice. The customer cannot reject the acceptance in case of an insignificant defect.
2. If the delivery or acceptance is delayed due to circumstances not attributable to the supplier, the risk goes to the customer, from the date of delivery or acceptance. The supplier is obliged to arrange, at the expense of the customer, any insurance which the latter demands.
3. Partial shipments are allowed, as long as they are realistic for the customer.
1. The risk is transferred to the customer once the delivery object has left the factory, including any partial deliveries or where the supplier has offered additional services such as delivery costs or delivery and installation. Where an acceptance is to take place, it is authoritative for the transfer of risk. It must be completed on the acceptance date, or immediately after the supplier’s acceptance notice. The customer cannot reject the acceptance in case of an insignificant defect.
2. If the delivery or acceptance is delayed due to circumstances not attributable to the supplier, the risk goes to the customer, from the date of delivery or acceptance. The supplier is obliged to arrange, at the expense of the customer, any insurance which the latter demands.
3. Partial shipments are allowed, as long as they are realistic for the customer.
§ 8 Reservation of Proprietary Rights
1. The supplier holds the property rights on the delivery object until all the debts of the customer from the deal are settled, including any future debts and any contracts signed in conjunction or at a later date. This also applies if one or all of the supplier‘s debts are accommodated in a continuous bill and if the balance is drawn and recognised. In case of customer actions in breach of the contract, particularly non-payment, the supplier is entitled to withdraw the delivery object following a reminder and the customer is obliged to return it. Because of the reservation of proprietary rights, the supplier can reclaim the delivery object only if he or she has rescinded the contract. In case of confiscation or any other intervention by third parties, the customer has to inform the supplier immediately.
2. The customer is entitled to alienate the delivery object in the proper way of conducting business. He or she, however, surrenders to the supplier all debts arising from the further alienation (resale) to the accepter or to third parties. The customer is also empowered to collect these debts after the concession. The authorisation for the supplier to collect the debts by him or herself remains unaffected by this. However, the supplier agrees not to collect these debts as long as the customer complies with all of his or her payment duties or if the authorisation to collect debts is not suspended or if no request to file charges of insolvency has been made. The supplier may otherwise request the customer to declare to him or her the relinquished debts and their debtors, to make all declarations necessary for the collection, to hand in all the respective documentation and to inform the debtors of the transfers, as long as it hasn‘t already been made by the supplier. If the delivery object is resold along with other goods which do not belong to the supplier, the customer’s debt toward the accepter, amounting to the delivery price agreed upon between the supplier and the customer, is considered cancelled.
3. The supplier can neither confiscate the delivery object nor repossess it for collateral security. 4. The supplier is entitled to insure the delivery object at the expense of the customer against theft, damage, fire, water and any other damages that may occur, as long as it has been proven that the customer has not taken out similar insurance. 5. If, in connection with the payment of the purchase price by the customer, an alternate liability of the supplier is constituted, then the reservation of proprietary rights, including any agreed special forms, or any other agreed payment securities are not cancelled until the bill is paid off by the customer as drawee. 6. The request for the opening of an insolvency process entitles the supplier to rescind the contract and to demand the immediate returning of the delivery object.
1. The supplier holds the property rights on the delivery object until all the debts of the customer from the deal are settled, including any future debts and any contracts signed in conjunction or at a later date. This also applies if one or all of the supplier‘s debts are accommodated in a continuous bill and if the balance is drawn and recognised. In case of customer actions in breach of the contract, particularly non-payment, the supplier is entitled to withdraw the delivery object following a reminder and the customer is obliged to return it. Because of the reservation of proprietary rights, the supplier can reclaim the delivery object only if he or she has rescinded the contract. In case of confiscation or any other intervention by third parties, the customer has to inform the supplier immediately.
2. The customer is entitled to alienate the delivery object in the proper way of conducting business. He or she, however, surrenders to the supplier all debts arising from the further alienation (resale) to the accepter or to third parties. The customer is also empowered to collect these debts after the concession. The authorisation for the supplier to collect the debts by him or herself remains unaffected by this. However, the supplier agrees not to collect these debts as long as the customer complies with all of his or her payment duties or if the authorisation to collect debts is not suspended or if no request to file charges of insolvency has been made. The supplier may otherwise request the customer to declare to him or her the relinquished debts and their debtors, to make all declarations necessary for the collection, to hand in all the respective documentation and to inform the debtors of the transfers, as long as it hasn‘t already been made by the supplier. If the delivery object is resold along with other goods which do not belong to the supplier, the customer’s debt toward the accepter, amounting to the delivery price agreed upon between the supplier and the customer, is considered cancelled.
3. The supplier can neither confiscate the delivery object nor repossess it for collateral security. 4. The supplier is entitled to insure the delivery object at the expense of the customer against theft, damage, fire, water and any other damages that may occur, as long as it has been proven that the customer has not taken out similar insurance. 5. If, in connection with the payment of the purchase price by the customer, an alternate liability of the supplier is constituted, then the reservation of proprietary rights, including any agreed special forms, or any other agreed payment securities are not cancelled until the bill is paid off by the customer as drawee. 6. The request for the opening of an insolvency process entitles the supplier to rescind the contract and to demand the immediate returning of the delivery object.
§ 9 Claims for Defects
In case of material or legal defects in the delivery, the supplier offers guarantee, disqualifying all other claims, subjected to § 10.2, as follows: Material Defects
1. All parts found to be flawed as a result of circumstances prior to the transfer of risks, are to be fixed or replaced without charge by parts free of defects as chosen by the supplier. The ascertainment of such defects is to be informed immediately in writing to the supplier. Replaced parts become property of the supplier.
2. To carry out all the improvements and replacement deliveries necessary for the supplier, the customer has to provide the necessary time and opportunity as per agreement with the supplier; otherwise the supplier is free from the resulting responsibilities for the consequences. Only in urgent cases of endangering operating safety or for the protection against disproportionately large damages, where the supplier is to be notified immediately, the customer has the right to repair the defect by him or herself or to have it repaired by third parties and may demand compensation for the resulting expenses.
3. Of the costs arising from the repairs and replacement deliveries, the supplier bears the immediate costs of the replacement part including the cost of delivery - as long as the complaint is proven to be justifiable. The place for repair of the material defect on the delivery object is the factory of the manufacturer.
4. The supplier has a right, in the framework of the legal regulations, to withdraw from the contract, if the supplier – under consideration of the legal exceptions – allows the deadlines, imposed on him or her for repairs or replacement delivery caused by material defect, to expire fruitlessly. If there is only an insignificant defect, the customer has merely the right to a reduction in the contractual price. The right to a reduction in the contractual price is otherwise excluded. Other claims are defined according to § 10.2 of these terms and conditions.
5. There is no guarantee in the following cases: Inappropriate or inadequate use, incorrect assembly or activation by the customer or by a third party, natural wear, incorrect or negligent handling, improper maintenance, inappropriate operative materials, incorrect construction works, inadequate construction foundation, chemical, electrochemical or electric interferences – as long as the supplier is not responsible for these. The supplier is only responsible for defects in the material delivered by the customer if he or she should have recognised the defects as expected from a professional. For preparations according to the drawing of the customer, the supplier is responsible only for the execution according to the drawings.
6. If the customer or a third party makes alterations, the supplier is not responsible for their consequences. The same applies to alterations of the delivery object made without the consent of the supplier. Legal Problems
7. If the utilisation of the delivery object leads to the infringement of commercial protection rights or patent rights in this country, the supplier will either provide the customer, at the expense of the former, the basic rights to a continued utilisation, or he or she will modify the delivery object in a way which is reasonable to the customer, so that the infringement of the protection right no longer exists. If this is not possible under the economically appropriate conditions or in the appropriate deadline, the customer is entitled to withdraw from the contract. Among the requisites mentioned is also supplier’s right to withdraw from the contract. Furthermore, the supplier will set the customer free from indisputable or legally enforced claims made by the respective holders of the protection rights.
8. The obligations set out in § 10.2 for the supplier, subject to § 10.2, are conclusive for the case of infringement of protection or patent rights. They only apply if
• The customer instructs the supplier about infringements of effective protection or patent rights .
• The customer either supports the supplier in suitable measure in the protection of the effective claims or if he enables the supplier to carry out the modification measures according to § 10.2.
• All the protection measures including those of extrajudicial regulations are reserved to the supplier.
• The legal problem is not based upon a directive from the customer.
• The rights infringement has not been caused by the customer‘s alteration or improper utilisation of the delivery object.
9. The customer takes on all responsibilities for the documentation to be presented by him or her, such as drawings, instructions, samples etc. The customer has to ensure that the instruction drawings presented by him or her do not infringe the copyright laws of third parties. The supplier is not obliged to prove to the customer whether the protection rights of third parties are infringed by the submission of offers due to a presentation made by him or her. If a liability of the supplier arises from facts based on claims, the customer must indemnify the supplier
In case of material or legal defects in the delivery, the supplier offers guarantee, disqualifying all other claims, subjected to § 10.2, as follows: Material Defects
1. All parts found to be flawed as a result of circumstances prior to the transfer of risks, are to be fixed or replaced without charge by parts free of defects as chosen by the supplier. The ascertainment of such defects is to be informed immediately in writing to the supplier. Replaced parts become property of the supplier.
2. To carry out all the improvements and replacement deliveries necessary for the supplier, the customer has to provide the necessary time and opportunity as per agreement with the supplier; otherwise the supplier is free from the resulting responsibilities for the consequences. Only in urgent cases of endangering operating safety or for the protection against disproportionately large damages, where the supplier is to be notified immediately, the customer has the right to repair the defect by him or herself or to have it repaired by third parties and may demand compensation for the resulting expenses.
3. Of the costs arising from the repairs and replacement deliveries, the supplier bears the immediate costs of the replacement part including the cost of delivery - as long as the complaint is proven to be justifiable. The place for repair of the material defect on the delivery object is the factory of the manufacturer.
4. The supplier has a right, in the framework of the legal regulations, to withdraw from the contract, if the supplier – under consideration of the legal exceptions – allows the deadlines, imposed on him or her for repairs or replacement delivery caused by material defect, to expire fruitlessly. If there is only an insignificant defect, the customer has merely the right to a reduction in the contractual price. The right to a reduction in the contractual price is otherwise excluded. Other claims are defined according to § 10.2 of these terms and conditions.
5. There is no guarantee in the following cases: Inappropriate or inadequate use, incorrect assembly or activation by the customer or by a third party, natural wear, incorrect or negligent handling, improper maintenance, inappropriate operative materials, incorrect construction works, inadequate construction foundation, chemical, electrochemical or electric interferences – as long as the supplier is not responsible for these. The supplier is only responsible for defects in the material delivered by the customer if he or she should have recognised the defects as expected from a professional. For preparations according to the drawing of the customer, the supplier is responsible only for the execution according to the drawings.
6. If the customer or a third party makes alterations, the supplier is not responsible for their consequences. The same applies to alterations of the delivery object made without the consent of the supplier. Legal Problems
7. If the utilisation of the delivery object leads to the infringement of commercial protection rights or patent rights in this country, the supplier will either provide the customer, at the expense of the former, the basic rights to a continued utilisation, or he or she will modify the delivery object in a way which is reasonable to the customer, so that the infringement of the protection right no longer exists. If this is not possible under the economically appropriate conditions or in the appropriate deadline, the customer is entitled to withdraw from the contract. Among the requisites mentioned is also supplier’s right to withdraw from the contract. Furthermore, the supplier will set the customer free from indisputable or legally enforced claims made by the respective holders of the protection rights.
8. The obligations set out in § 10.2 for the supplier, subject to § 10.2, are conclusive for the case of infringement of protection or patent rights. They only apply if
• The customer instructs the supplier about infringements of effective protection or patent rights .
• The customer either supports the supplier in suitable measure in the protection of the effective claims or if he enables the supplier to carry out the modification measures according to § 10.2.
• All the protection measures including those of extrajudicial regulations are reserved to the supplier.
• The legal problem is not based upon a directive from the customer.
• The rights infringement has not been caused by the customer‘s alteration or improper utilisation of the delivery object.
9. The customer takes on all responsibilities for the documentation to be presented by him or her, such as drawings, instructions, samples etc. The customer has to ensure that the instruction drawings presented by him or her do not infringe the copyright laws of third parties. The supplier is not obliged to prove to the customer whether the protection rights of third parties are infringed by the submission of offers due to a presentation made by him or her. If a liability of the supplier arises from facts based on claims, the customer must indemnify the supplier
§ 10 Liability
1. If the delivery object cannot be used by the customer by fault of the supplier as a result of negligent or incorrect
compliance with suggestions and advice given before or after the closing of the contract or the infringement of other minor
contractual obligations – especially operation instructions and maintenance of the delivery object, then the regulations of
§ 10.2 apply, disqualifying further claims by the customer.
2. For damages not arising in the delivery object itself, the supplier is held accountable – whatever the legal motives may be - only a) in case of malice,
b) in case of gross negligence of the proprietor / the organs or leading employee,
c) in case of culpable imperilment of life, body or health,
d) in case of defects which he or she fraudulently occulted or whose absence he or she guaranteed.
e) in case of defects in the delivery object, as long as according to product liability laws for personal or material damages, responsibility falls upon privately used objects.
In case of culpable infringement of essential contractual obligations, the supplier is held accountable also for gross negligence of non-leading employees in for light negligence, in the latter case limited to sensibly predictable damage typical in the contract. Further claims are excluded.
2. For damages not arising in the delivery object itself, the supplier is held accountable – whatever the legal motives may be - only a) in case of malice,
b) in case of gross negligence of the proprietor / the organs or leading employee,
c) in case of culpable imperilment of life, body or health,
d) in case of defects which he or she fraudulently occulted or whose absence he or she guaranteed.
e) in case of defects in the delivery object, as long as according to product liability laws for personal or material damages, responsibility falls upon privately used objects.
In case of culpable infringement of essential contractual obligations, the supplier is held accountable also for gross negligence of non-leading employees in for light negligence, in the latter case limited to sensibly predictable damage typical in the contract. Further claims are excluded.
§ 11 Expiration
All claims by the customer – whatever the legal reasons may be – expire after 12 months. For compensation claims
according to § 10.2, the legal deadlines apply. They also apply to defects of a construction work or to delivery objects
causing faults in construction work after normal use.
§ 12 Returns and Refunds
We reserve the right to charge a processing fee of up to 20% of the value of the goods for returned goods and complaints, unless the return of the goods or the complaint is due to circumstances for which we are responsible.
§ 13 Data protection
1. With regard to your personal data, mimatic GmbH will comply with the relevant statutory provisions, in particular the
General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG - new), especially in the context
of processing pursuant to Art. 6 para. 1 lit. b) and/or f) GDPR (hereinafter „Processing“).
2. Your personal data will be processed by the company mimatic GmbH if, as far as and as long as this is necessary for the establishment, the execution and the termination of our contract. The storage and processing is carried out exclusively on the company mimatic GmbH‘s own servers. Further processing of your personal data will only take place if required or permitted by law or if you have given your consent. You are aware that for the execution of pre-contractual measures and for the fulfillment of our contract, the processing of, among other things, your name, company property, address, date of birth and bank details is necessary. This is done solely for the purpose of contract performance, Art 6 (1b) GDPR. For details, please refer to our privacy policy on our website: https://www.mimatic.de/Unternehmen/Datenschutz
3. The company mimatic GmbH is entitled - within the scope of what is legally permissible - to check the risk of non-payment on your side for the purpose of deciding on the establishment, execution and termination of the contract.
4. For the verification, the company mimatic GmbH will use the services of credit agencies, such as SCHUFA Holding AG or other third parties, and for this purpose transmit data from you to them or request them. The processing of data for this purpose is based on Art. 6 para. 1 lit. b) GDPR.
5. The company mimatic GmbH is entitled to transfer your data to third parties if and to the extent that this is necessary for the implementation of pre-contractual measures and the fulfillment of this contract (e.g. for shipping, invoicing or customer service) or a legal obligation within the meaning of Art. 6 para. 1 lit. c) GDPR. The company mimatic GmbH will use this data - within the scope of what is legally permissible - under certain circumstances also to third parties (e.g. debt collection companies) for processing for the purpose of enforcing claims.
6. The company mimatic GmbH will provide you with information about your stored personal data free of charge upon request and in accordance with the legal requirements. Under the legal requirements, you have the right to demand the correction, deletion, restriction of processing or transfer of your data to a third party. You also have the right to complain to a supervisory authority.
2. Your personal data will be processed by the company mimatic GmbH if, as far as and as long as this is necessary for the establishment, the execution and the termination of our contract. The storage and processing is carried out exclusively on the company mimatic GmbH‘s own servers. Further processing of your personal data will only take place if required or permitted by law or if you have given your consent. You are aware that for the execution of pre-contractual measures and for the fulfillment of our contract, the processing of, among other things, your name, company property, address, date of birth and bank details is necessary. This is done solely for the purpose of contract performance, Art 6 (1b) GDPR. For details, please refer to our privacy policy on our website: https://www.mimatic.de/Unternehmen/Datenschutz
3. The company mimatic GmbH is entitled - within the scope of what is legally permissible - to check the risk of non-payment on your side for the purpose of deciding on the establishment, execution and termination of the contract.
4. For the verification, the company mimatic GmbH will use the services of credit agencies, such as SCHUFA Holding AG or other third parties, and for this purpose transmit data from you to them or request them. The processing of data for this purpose is based on Art. 6 para. 1 lit. b) GDPR.
5. The company mimatic GmbH is entitled to transfer your data to third parties if and to the extent that this is necessary for the implementation of pre-contractual measures and the fulfillment of this contract (e.g. for shipping, invoicing or customer service) or a legal obligation within the meaning of Art. 6 para. 1 lit. c) GDPR. The company mimatic GmbH will use this data - within the scope of what is legally permissible - under certain circumstances also to third parties (e.g. debt collection companies) for processing for the purpose of enforcing claims.
6. The company mimatic GmbH will provide you with information about your stored personal data free of charge upon request and in accordance with the legal requirements. Under the legal requirements, you have the right to demand the correction, deletion, restriction of processing or transfer of your data to a third party. You also have the right to complain to a supervisory authority.
§ 14 Practicable Right, Competent Court, Partial Nullity
1. For every legal relationship between the supplier and the customer, only the laws of the Federal Republic of Germany,
authoritative for the legal relations between national parties, apply.
2. The Competent Court is the court corresponding to the domicile of the supplier. The supplier is, however, entitled to file complaints in the main domicile of the customer.
3. If an article of these conditions is to become void or ineffective wholly or partly, the remaining sections remain unaffected. The ineffective article is replaced by the corresponding legal regulation.
4. These sales and delivery conditions are accessible from our homepage www.mimatic.de and can also be saved and reproduced.
2. The Competent Court is the court corresponding to the domicile of the supplier. The supplier is, however, entitled to file complaints in the main domicile of the customer.
3. If an article of these conditions is to become void or ineffective wholly or partly, the remaining sections remain unaffected. The ineffective article is replaced by the corresponding legal regulation.
4. These sales and delivery conditions are accessible from our homepage www.mimatic.de and can also be saved and reproduced.
§ 15 Special Conditions for Processing Contracts
Special conditions for processing contracts (completion of proceedings, reconditioning, reform or reassembly of tools).
Complementing or deviating from the delivery conditions, the following applies to processing contracts:
1. For the behaviour of the material sent to the processor, the processor is not held accountable. His or her claims of reimbursement stands.
2. If the material is unusable for the processing at fault of the processor, his or her right to reimbursement ceases to exist. The damage reparation claim by the customer follows § 10.2 of the Delivery Conditions.
1. For the behaviour of the material sent to the processor, the processor is not held accountable. His or her claims of reimbursement stands.
2. If the material is unusable for the processing at fault of the processor, his or her right to reimbursement ceases to exist. The damage reparation claim by the customer follows § 10.2 of the Delivery Conditions.
§ 16 Supply Chain
Security
As an authorised economic operator (AEO-F), mimatic GmbH is committed to ensuring the security of the entire international
supply chain. This applies to compliance with the valid customs regulations and safe movement of goods. On conclusion
of the contract, this obligation is transferred also to the buyer.
The buyer declares that
• all goods purchased, stored, transported, delivered to the buyer or transferred to the buyer by mimatic GmbH,
o are stored and loaded in secure operating and transhipment locations,
o during storage, transport and transfer such goods are protected from unauthorised access.
• the personnel deployed for the storage, transport and transfer of such goods is reliable.
• business partners who act on behalf of the buyer have been instructed that they must also take measures to secure the supply chain
• all goods purchased, stored, transported, delivered to the buyer or transferred to the buyer by mimatic GmbH,
o are stored and loaded in secure operating and transhipment locations,
o during storage, transport and transfer such goods are protected from unauthorised access.
• the personnel deployed for the storage, transport and transfer of such goods is reliable.
• business partners who act on behalf of the buyer have been instructed that they must also take measures to secure the supply chain