Terms and Conditions

General

  1. For all deliveries and services the following sales and delivery conditions are solely valid. General terms and conditions of the buyer are not applicable, even if we do not explicitly contradict.

Offers, Orders and Deliveries

  1. All offers are subject to confirmation and non-binding. For a contractual binding a written order confirmation has to be issued on our part. Verbal side-agreements have no validity.
  2. Quotations, drawings and other documents are unrestrictedly our property, we claim all rights for own uses. The documents must not made available to third parties. Documents which are part of offers have to be returned on request if the order is not placed.
  3. If software is part of the delivery we claim all rights especially the copyright. The buyer gains the right to use the software on a computer at a different location without extra charging. The buyer does not have the right to copy, change or hand the software over to a not authorized third party without our explicit consent.
  4. The contract for delivery is valid not before the order is confirmed by us in written form. All changes, additions, and verbal side-agreements have to be validated in written confirmations. For custom-made products the order is effective after our confirmation and can not be canceled or changed. Dimensions, weights, descriptions, requirement specifications, flow charts and illustrations are binding only after our explicit confirmation.
  5. If an installation is carried out by us the buyer bears the full costs. For maintenance works the valid rate for man-hours are charged. Separate fees are charged for traveling, board, accommodation, telephone and transport of installation tools.
  6. For call-orders the calls have to be made in written form at least 8 to 10 weeks before the desired delivery date. If not all calls are made within the contract period we reserve the right to deliver and charge the goods after expiration of the contract.
  7. If a software is sold together with a printed license the license becomes valid with the acceptance of the goods. If the buyer disagrees the license the goods have to be returned to us with free delivery.
  8. If not otherwise noted in the offer all drawings, source-codes, code documentation and further technical details are no part of the delivery.

Prices and Payment

  1. Our prices are calculated in EURO ex works, net plus tax if applicable, excluding packing, shipping costs and insurance.
  2. Our prices do not contain expenses for customs, import or special handling when shipping into countries outside the European Community. These costs have to be born by the customer.
  3. The payment by check or bill of exchange is accepted only after our written confirmation. The buyer bears all costs which arise in conjunction with this way of payment.
  4. The compensation of possible counterclaims, controverted by us and not fixed legally binding, is not allowed. Even notifications of defects and complaints, no matter of which reason, do not entitle to retain payment.
  5. In accordance with BGB§288, in case of default of payment within the stipulated time period, default interest on arrears of at least 2% above the ECB base rate is due and payable.
  6. For orders above a total value of 3000Euros we reserve the right to require the following payment conditions: 1/3 at placing of order, 1/3 before delivery and 1/3 within 30 days after issuing the invoice.

Delivery time

  1. Our period of delivery is generally met in a reasonable way. For closing accounts with merchants the time of delivery is binding only if explicitly confirmed by us. In this case the time of delivery is fulfilled when the goods are dispatched in time.
  2. The period of delivery extends reasonably in context of industrial action, strike and lock-out, especially unexpected incidence for which we are not responsible. This is also effective if the circumstances arise at sub-contractor companies. For closing accounts with merchants no claims for compensation can be deducted from the above mentioned delays. Likewise the waiver of delivery or rescission of the contract because of the delay of delivery is not permitted. For the rest the legal clauses have to be followed.
  3. If we fall behind with the delivery in time the buyer can withdraw from the contract after an unsuccessful expiration of a reasonably extended time limit. If the buyer suffer damages caused by a delay which we are responsible for, he may require compensation, excluding further claims. The compensation money is 1/2% for each full week of delay, totally maximal 5% of the value of this part of the delivery which can not be used in time or according to the contract because of the delivery delay.

Transfer of perils and shipment

  1. The perils are transferred to the buyer at the latest with shipment of the delivery parts, even if we also bear other services like shipping costs or the delivery itself.
  2. If the delivery is delayed by reasons the buyer is responsible for, the perils are transferred to the buyer at the time the goods are ready to ship.
  3. On buyer's request the goods are insured on the buyers costs.
  4. If not otherwise agreed packing and the way of forwarding are chosen at our best discretion and charged at cost price.

Warranty

  1. We warrant for vested features and freedom from defects of the delivered goods according to the respective state of technology for the time of 36 months, starting from the arrival of the delivery at the destination. The discovery of defects have to be indicated in written form. Complaints about wrong or incomplete deliveries have to be notified within 8 days after receipt of the goods in written form. If the notifications about complaints are not send within this period claims for damages are excluded.We do not waive this objection even if we at first debated about this matter.
  2. For defects of the delivery we are liable in this way that we may handle the compensation at our own choice free of charge either by mending, let mend, deliver new components or compensate by credit note. In this process the free warranty exceptionally refers to the returned original goods. The shipment has to take place carriage free for the buyer and for us.
  3. For warranty services which shall take place at the buyers location we charge the currently valid cost rate for travel expenses, traveling time and expenses for the employees, but not the working time and replacement parts.
  4. For third party products like Computers and accessories the statutory period of warranty is applied. For third party products the liability is limited to the assignment of warranty claims which we are entitled to from the supplier of the these products.
  5. Replaced parts are passed into our ownership.
  6. Expenses caused by unwarranted notifications of defects have to be born by the buyer. We are not bound to correct defects as long as the buyer is behind with payments disproportionately to the complaint. The defectiveness is inapplicable is the buyer modified or reworked the product without our written agreement or if the buyer did not follow our directions about the usage of the item.
  7. The warranty is terminated as soon as the delivered goods are modified by the buyers side or if non-original parts are added without a written agreement from our company. We do not assume liability for inappropriate or improper usage, stocking, climactical or other influences, wrong putting into operation by the buyer or third party, natural wastage, wrong or careless treatment, inappropriate operating resources or exchange parts, chemical, electro-chemical or electrical influences and use of software or hardware which is not approved by our company.
  8. We do not assume liability for any consequences arising from modifications by the buyer or a third party without our written permission.
  9. The buyer has to give us reasonable time and opportunity for the necessary corrections or delivery of spare parts. If he refuses this time we are freed from liability. For the replacement part or the mending the warranty time is 3 month but at least until the original warranty period for the delivery item. The period for the liability is extended by the time the item was not usable due to the repair or exchange process.
  10. If we allow a reasonable period of grace, set by us, to expire fruitlessly, and if this is a result of our actual fault, the customer shall have the right to withdraw from the contract. This right is also applicable if it is impossible for us to correct the defects or to deliver replacement parts. Instead of withdrawing from the contract the buyer may claim a reduction of price. Further claims are excluded, especially compensation for damages, which do not occur on the delivered item. This is not valid if we take liability in case of gross negligence or of missing promised features.

Right of Ownership

  1. All deliveries are under reservation of proprietary rights. The delivered goods remain our property until the complete payment of all current or earlier receivables from goods and services. The handling and processing of the delivered goods is made on behalf of us without our liability.
  2. We retain ownership on the goods subject to retention of title. If these goods are processed by the vendor then we will have ownership on the new manufactured goods. If the value of the new product is higher than the value of the goods subject to retention of title then the buyer will be coproprietor (shared ownership) in proportion to the value of the goods subject to retention of title to the value of the newly manufactured item.
  3. The buyer is not entitled for other use of goods subject to retention of title, especially he must not pawn or pledge these goods as security. Before accessing the goods by a third party we have to be immediately notified. On demand the buyer has to take all necessary steps against the access. The buyer is obligated to keep the goods in a proper condition and to keep it safe with commercial diligence. The buyer is entitled to collect the outstanding money, resulting from the resale. On demand he has to name the third party customers. We are always entitled to collect the assigned purchase price claims ourselves.
  4. The claim for the right of ownership by us does not count as withdrawal from the contract. We herewith contradict purchase conditions of the buyer, which are opposed to our right of ownership. They are not even accepted if we do not explicitly disagree in any form. If the value of the goods subject to retention of title outvalues our claims for more than 25% we are obligated to refund or to release the excessive security.
  5. The buyer is obliged to insure the delivery item subject to retention of title against theft, fire, water and other damages and to inform us about the insurance. If the information is not sent we are entitled to effect a policy ourselves on the buyers costs.
  6. The goods subject to retention of title and the securities are valid until the general release from obligations which we incurred in the buyers interest.

Liability

  1. Our liability solely complies with the agreements reached under these terms. Claims for damages against us or our sub-contractors, for whatever legal reason, from contract formation faults, infringements of contractual accessory obligation or not allowed acts, are excluded. This is not effective for claims for damages of bodily harm and for the compensation of damages of privately owned properties, which are based on the no-fault liability of the product liability law.

Right to return according to the distance selling act

  1. Every product ordered from us can be returned by the buyer within two weeks after receipt of the goods.A statement of reasons is not necessary. For keeping of the term the timely returning of the goods is sufficient, the handover period starts with the day of the receipt of the product at the buyer.
  2. A copy of the invoice has to be added to the returned goods and a note that the buyer wants to make use of his right to return. The seller refunds the purchasing price without the shipment costs or sets the amount against a new order.
  3. For articles which are affected by signs of usage the seller charges a reasonable fee.

Place of jurisdiction

  1. Sole place of jurisdiction for all business disputes directly or indirectly arising from the contract is of our own choice the location of our company or of the buyer.

Final clauses

  1. In addition the clauses of the German law are valid. German law is unrestrictedly applicable even for deliveries to foreign customers.
  2. If single terms of these general sales and delivery conditions are invalid the remaining terms are unaffectedly valid. In place of the invalid term a clause which is close to the original economical purpose is seen as agreed.