GTC –

General terms and conditions

General Terms of Sales and Service of the euroTECH Vertriebs GmbH

   

§ 1 Scope of application

  1. Our General Terms and Conditions (GTC) apply exclusively, and without further formal notice, to all future product deliveries and services that we perform for the customer. We do not accept opposing or deviating terms and conditions of the customer, unless we had explicitly agreed in writing to their applicability. This also applies if we perform the delivery unconditionally in awareness of opposing or deviating conditions of the customer.
  2. Our GTC apply only in relation to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Article 310, Paragraph (1) of BGB (Bürgerliches Gesetzbuch [Civil Code]).

§ 2 Offer and closing of contract  

  1. Our offers are subject to change, unless they are explicitly designated as “bin­ding”. The customer is bound to his order for four weeks. The contract is con­clud­ed either by our written acceptance of the offer, confirmation of the order or up­on the shipment of goods.
  2. The customer declares its consent that we will obtain information about his cred­it­wor­thi­ness and financial situation. In the case of negative information, we re­serve the right to deliver the products only against pre-payment. If financing by third parties is intended, we may request verification of the financing prior to the de­liv­er­y as well.
  3. Figures, descriptions, measurement and quantity specifications are only binding if this has been agreed in writing with the customer in advance. The nature of the service to be performed by us is based solely on the written contractual doc­u­ments. Changes in design and material remain reserved, insofar as these changes are not of fundamental nature and the purpose of the service to be provided to the customer according to the contract is not affected.
  4. If the customer intends to change the contractually agreed scope of the service to be performed by us, he shall express this change request to us in writing. The costs of the work incurred thereby (e. g. drafting of a change proposal, stand-still periods, etc.) shall be borne by the customer as far as we comply with his request for change.  

§ 3 Quantity and measurements specifications, obligation to co-operate 

  1. With the conclusion of this contract, the customer confirms that all quantities and measurements in his orders are based on his own specifications that have been verified by him. If deviations from the customer’s specifications arise sub­se­quent­ly, additional costs incurred due to this will be at the customer’s expense.
  2. The customer shall appoint a technically competent contact person who shall provide us with the required information and who can make or announce the necessary decisions for the implementation of the contract order without delay.
  3. The customer shall create all the conditions to allow for a proper implementation of the contract order. In particular, the customer shall ensure that all the nec­es­sar­y cooperation on his part or on part of his agents will be fulfilled on time to the required extent and free of charge for us.
  4. If the implementation of the contract order requires the change or expansion of the customer’s software, he shall provide a responsible, qualified employee of his company for implementing the change.
  5. If the operation of a machine of the customer is required for the implementation of the contract order, the customer shall provide responsible, qualified operating personnel of his company.
  6. The customer shall made available the customer-specific documents necessary for the implementation and other required internal information of the company to us, even without a special request.
  7. The customer is liable for delays or errors in the contract order implementation if these result from performance data, from wrong or incomplete service data sub­mitted by him or any other circumstances he is responsible for. 

§ 4 Prices, conditions of payment 

  1. Unless agreed otherwise, our prices apply “ex factory”. Costs for packaging, cus­toms, unloading, setting up, etc. will be invoiced separately.
  2. The statutory value added tax is not included in our prices; it will be shown se­pa­rate­ly in the statutory amount on the invoice on the day of invoicing.
  3. The deduction of discount requires a special written agreement.
  4. Unless agreed otherwise, the price to be paid by the customer (without de­duc­tion) will become due for payment within 30 days from the invoice date. The statutory provisions concerning the consequences of delayed payment apply. 

§ 5 Delivery times, periods, partial deliveries 

  1. Binding delivery times and scheduled dates require our written confirmation, which may also be issued by fax or email. The periods start upon the customer’s receipt of the confirmation and for purchase contracts these are understood as the time of shipment ex factory and for service contracts as the time of completion. The start of the specified period presupposes the clarification of all technical questions, the timely fulfilment of the customer’s obligations as well as the availability of the documents and approvals to be provided by him. Any changes to the implementation, which are requested by the customer after the conclusion of the contract, will prolong the delivery times and scheduled dates accordingly. We reserve the plea of the unfulfilled contract.
  2. Events that are not within our responsibility (in particular strike, acts of god and late supply to us) will prolong the agreed delivery periods and scheduled dates for the duration of the delay in addition to an appropriate start-up period. The customer shall be informed of these circumstances immediately; should the delay persist for longer than three months, the customer will be entitled to withdraw from the contract after setting appropriate grace periods, insofar as it is not yet fulfilled. This right is also granted to us, whereas the setting of a grace period is not required in that case.
  3. If we are released from our obligation to performance according to the above paragraph or if the delivery period or the agreed indemnification date extends, the customer will not have any claims to damage compensation.
  4. Unless otherwise agreed by contract, partial deliveries by us are permissible, as well as deliveries prior to the expiration of the agreed delivery period.
  5. Call orders agreed with the customer shall be placed by him by calls at the latest within twelve months in absence of other agreements. If this does not take place, we will be entitled to pass on price increases to the customer, which have oc­curred meanwhile.
  6. If the customer is in delay with acceptance or if he negligently breaches his other cooperation duties, we will be entitled to demand compensation of the damages resulting in this respect, including any additional expenses. Further claims or rights remain reserved. The risk of accidental loss or accidental deterioration of the products will be transferred to the customer at the time when he starts to be in delay with the acceptance of the products or when he has entered debtor’s default.
  7. We are liable pursuant to the legal regulations, insofar as the underlying contract is a fixed transaction in the definition of Article 286, Paragraph (2) No. 4 of BGB or Article 376 of HGB (Handelsgesetzbuch [Commercial Code]). We are also liable pursuant to the legal regulations, insofar as the customer is entitled to claim frustration of his interest in the further contract fulfilment as a consequence of a delay of delivery that is in our responsibility.
  8. We are furthermore liable pursuant to the legal regulations, insofar as the delay of delivery is caused by an intentional or gross negligent breach of contract for which we are responsible; negligence of our representatives of agents shall be attributed to us. If the delay of delivery is caused by a gross negligent breach of contract for which we are responsible, our damage compensation liability is lim­it­ed to the foreseeable, typically arising damage.
  9. We will also be liable pursuant to the legal regulations, insofar as the delay of delivery within our responsibility is caused by the negligent breach of an essential contract duty; in that case however the damage compensation liability is limited to the foreseeable, typically arising damage.
  10. Furthermore, in case of a delay of delivery we are liable for each completed week of delay in the scope of a lump-sum delay compensation amounting to 3% of the delivery value, but no more than 15% of the delivery value. 

§ 6 Transfer of risk 

  1. Unless determined otherwise, delivery “ex factory” is agreed. The risk – including the risk of confiscation – will be transferred to the customer in all cases, also if the delivery is free of freight charges, upon the handover of the delivery object to the transport person. This also applies if we carry out the transport ourselves. If the shipping is delayed for reasons within the customer’s sphere, the risk will be transferred to the customer already at the time of the notification of the read­i­ness for shipment.
  2. In absence of opposing agreements, we will determine the kind and manner of the packaging and the shipment. If the customer requests it in writing, we will cover the delivery through a transport insurance at his own expense.
  3. Under service contracts, the risk will be transferred to the customer upon ac­cept­ance. 

§ 7 Reservation of the title 

  1. The products will remain our property until all claims in our entitlement from the business relationship with the customer are fulfilled. In case the behaviour of the customer is responsible for the violation of the contract, especially in case of de­fault in payment, we are entitled to take back the products, which shall be con­sid­ered as a withdrawal from the contract.
  2. In case of attachments or other interference by third parties, the customer shall immediately notify us thereof in writing, so that we can file third-party pro­ceed­ings according to Article 771 of ZPO (Zivilprozessordnung [Code of Civil Pro­ce­dure]).
  3. The customer may only resell the products subject to the reservation of title in the course of ordinary business and only for as long as he is not in default in relation to us; however at the present time the customer assigns all claims to us in the amount of the final invoice (plus VAT), which arise against his buyers or third parties on basis of the resale, and specifically regardless of whether the products have been resold without or after processing. The customer will remain entitled for the recovery of this claim also after the assignment. Our au­thor­is­a­tion to recover this claim directly remains unaffected by it. However, we un­der­take to refrain from doing so for as long as the customer fulfils its payment ob­li­ga­tions from the collected proceeds and does not enter payment default, and for as long as an application for the opening of insolvency proceedings has not been filed and no moratorium on payments is present. If this is the case however, we may demand that the customer discloses the assigned claims and debtors to us, provides all information necessary for collection, surrenders the related doc­u­ments, and notifies the debtors (third parties) of the assignment.
  4. The processing or modification of the products by the customer is always done for us. If the products are processed together with other objects that are not our property, we will obtain co-ownership of the new object in the proportion of the product’s value (final invoice amount plus VAT), relative to the other processed objects at the time of the processing. Furthermore, the same applies to the object created by processing in the same way as for the products delivered with re­ser­va­tion of the title.
  5. If the product is inseparably combined with other objects that are not our prop­er­ty, we will obtain co-ownership of the new object in the proportion of the pro­duct’s value relative to the other combined objects at the time of the com­bin­ing. If the combining takes place in such a way that the customer’s object must be considered the primary object, it is agreed that the customer will trans­fer co-ownership proportionally to us. The customer will hold the resulting sole ownership or co-ownership for us.
  6. The customer assigns to secure our claims against him his claims against a third party which arise through the combination of the products subject to the re­ser­va­tion of the title with a property.
  7. We commit ourselves to release the securities due upon demand of the customer insofar as the realizable value of our security exceeds the secured claims by more than 10% whereas the selection of the securities to be released is at our dis­­cre­tion. 

§ 8 Liability for defects, damage compensation 

  1. Claims of defects of the customer presuppose that he has properly fulfilled his obligations for inspection and notification of defects, which are in accordance with Article 377 of HGB.
  2. We do not provide a guarantee for used products, unless we are liable for fraud­u­lent intent or according to the following paragraph (6). For new objects, the cus­to­mer is initially limited to make rectification in case a material defect is pre­­sent, whereas we reserve the choice of supplementary performance. In case the supplementary performance fails, the customer has the right at his discretion to apply reductions or to withdraw from the contract.
  3. We are entitled to refuse supplementary performance if it involves dis­pro­por­tio­nal costs for us. In that case, the purchaser may demand the re­duc­tion of the agreed price or the reversal of the contract instead of the supplementary per­for­mance.
  4. We are liable pursuant to the legal regulations, insofar as the customer raises damage compensation claims which are based on intent or gross negligence by us, our representatives or agents. If no intentional breach of contract is present, the damage compensation liability is limited to the foreseeable, typically arising damage.
  5. We are liable pursuant to the legal regulations, insofar as we, our representatives or agents commit a negligent breach of an essential contract duty; however, in that case the damage compensation liability is limited to the foreseeable, typically arising damage. Essential contract duties are those resulting from the nature of the respective contract and which endanger the achievement of the contract’s purpose if violated.
  6. The liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
  7. Liability is excluded as far as not agreed otherwise in the paragraph above.
  8. The limitation period for claims of defects is 12 months calculated from the date of the transfer of risk. The statutory limitation period in the case of recourse for delivery pursuant to Articles 478 and 479 of BGB and in the cases of Article 438, Paragraph (1) No. 2 and Article 634 a) Paragraph (1) No. 2 remains unaffected. This also applies in the cases of the above paragraphs (4) to (6).
  9. Any liability for damage compensation in excess of the provisions in the above paragraphs is excluded – regardless of the legal nature of the asserted claim. This applies in particular to damage compensation claims resulting from negligence upon the conclusion of the contract, due to other breaches of duty or for tortuous compensation claims for property damages according to Article 823 of BGB. This limitation also applies insofar as the customer demands the compensation of useless expenses instead of his claim for damage compensation in lieu performance. As far as liability for damages against us is excluded or limited, this shall also apply regarding the personal damage compensation liability of our employees, representatives and agents. 

§ 9 Software, liability for data loss 

  1. If we are liable for damage compensation pursuant to the above § 8, our liability for data loss is limited to the typical restoration costs which would have occurred during regular and complete creation of backup copies of the entire data, structures and programs.
  2. If the use of software products of third parties is included in our scope of service, the customer acknowledges the terms of use/license of the holder of rights to this software already at the present time. These use/license terms will be made available to him upon request. We are not responsible for failures of functions which are related or linked to operating system environments and operating sys­tem configurations installed at the customer’s site. Our liability is also ex­clud­ed in case of non-compatibility of the software program with the cus­tom­er’s hardware and/or software, unless we have performed the consulting ser­­vic­es in this regard according to written agreement. 

§ 10 Assignment, offsetting, retention 

  1. The customer is not entitled to assign or transfer claims against us or rights from the business relationship to third parties without our consent. The same applies to claims and rights arising against us directly by act of law.
  2. The customer is entitled to rights to offsetting only if his counter-claims have been validly found, are undisputed or acknowledged by us.
  3. The customer is only authorised to exercise a right to retention if his count­er-­claim is based on the same contractual relationship.

§ 11 Contracting of third parties 

  1. We are entitled, even without prior consent of the customer, to pass on the con­tract or parts of it to third parties.
  2. In these cases, we are liable for the third party as we are for an agent of our own. 

§ 12 Place of performance, place of jurisdiction, applicable law 

  1. Place of performance and place of jurisdiction for disputes with business people, legal entities under public law or public-law special assets is our head office. In addition, we have the right to sue the customer also at the place of its head office.
  2. The laws of the Federal Republic of Germany apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
  3. Should one of the above provisions be or become invalid, the validity of the remaining provisions will remain unaffected by it.

 

 

General Terms of Purchasing of the euroTECH Vertriebs GmbH

 

§ 1 Scope of application

  1. Our General Terms and Conditions (GTC) apply to the purchasing of goods and the commissioning of services according to the stipulation of the contract con­clud­ed between the supplier and us.
  2. Our GTC apply exclusively and without further formal notice to all future orders to the supplier. We do not accept deviating terms and conditions of the supplier, unless we had explicitly agreed in writing to their applicability. Our GTC also apply if we accept the service unconditionally in awareness of the supplier’s terms and conditions in opposition to or deviating from our general terms of conditions.
  3. Our GTC apply only in relation to entrepreneurs, legal entities under public law or specil funds under public law within the meaning of Article 310, Paragraph (1) of BGB (Bürgerliches Gesetzbuch [Civil Code]).

§ 2 Order and offer documents

  1. If we submit an offer along with our order, the offer may only be accepted within two weeks. Orders placed verbally will only take effect with the receipt of our written confirmation. If the supplier issues an order confirmation, he shall in­di­cate our order number on it.
  2. We reserve all the ownership and copyrights for illustrations, drawings and other documents; they may not be made accessible to third parties without explicit written approval. After processing of the order, these documents shall be re­turned to us without request.

§ 3 Prices and conditions of payment

  1. The price specified in our order is binding. It includes, unless otherwise agreed in writing, the delivery “free domicile” as well as the packaging. The supplier is ob­li­gat­ed to take back the packaging if we request him to do so.
  2. All prices are net prices plus the statutory value added tax. We can only process invoices if they specify the order number indicated in our order in accordance with the requirements; the supplier is responsible for all the consequences re­sult­ing from non-compliance with this obligation.
  3. Unless otherwise agreed in writing, we will pay the invoiced amount within
    14 days, calculated from the delivery and receipt of the invoice, with 2% discount or in the net amount within 30 days from the receipt of the invoice.
  4. We are entitled to rights of offsetting and retention within the legal extent, and claims against us may only be transferred to third parties only with our written consent.

§ 4 Delivery time

  1. The delivery time specified by us is binding, any deadlines will start upon the re­ceipt of the order by the supplier.
  2. The supplier shall inform us immediately in writing if he is unable to meet the agreed delivery date, whereas our rights arising from a delay of performance re­main unaffected by this information obligation.
  3. If the supplier is in delay with the delivery, he shall pay 0.1% of contractual pen­al­ty for each working day on which he is in delay but no more than 10% of the or­der amount. The enforcement of statutory claims for delay of the performance remains unaffected.

§ 5 Transfer of risk

  1. Under purchase agreements, the risk will be transferred to us only upon our re­ceipt of the goods.
  2. Under service contracts, the risk will be transferred to us after an explicit ac­cept­ance in form of an ac­cept­ance protocol.

§ 6 Properties and quality of the goods

  1. The supplier guarantees that his goods comply with the relevant laws, directives and DIN standards. The goods, if required, must bear a CE marking and must be CE compliant.
  2. The supplier guarantees that the goods conform to the specifications stated in our orders (including possible drawings).
  3. The supplier shall maintain a quality assurance system, which specifically in­cludes the perpetuation of the common quality standards, regular quality in­spec­tions and an outgoing goods control. The supplier shall prepare records about this and provide these to us upon request.

§ 7 Supplier’s liability for defects

  1. We are entitled to the statutory claims for defects to full extent. In particular, we are entitled to demand the removal of defects or the delivery of a new object of service from the supplier at our discretion. We expressly reserve the assertion of the right to damage compensation, also damage compensation in lieu of per­for­mance, for every degree of fault in full accordance with the statutory pro­vi­sions.
  2. The limitation period for claims of defects is three years, unless longer statutory periods are mandated. It will begin with the transfer of risk.

§ 8 Supplier’s liability for damages

  1. The supplier is liable to us for all damages which are caused by him or his agents, in the full amount and for every degree of fault in accordance with the statutory provisions.
  2. The risk for transport damages will be borne by the supplier.
  3. If a third party has a claim against us arising from product liability, the supplier shall indemnify us for claims of the third party (including the costs of a necessary recall action) and shall compensate us for all damages and expenses in case he is responsible for the reason causing liability.
  4. The limitation period of our damage compensation claims is determined solely by the legal regulations.

§ 9 Industrial property rights

  1. The supplier is committed that no rights of the third party are infringed in context of his delivery.
  2. If the third party has a claim against us for such reason, the supplier is obligated to indemnify us for the claims of the third party upon first written request.
  3. We are entitled to industrial property rights created in the scope of the contract implementation. Should this exceptionally occur at the supplier due to com­pel­ling legal regulations, he shall permit us the royalty-free, non-exclusive and temporally unlimited use.

§ 10 Ownership of objects

  1. All objects, such as tools, presentation pieces, samples or models, which have been provided to the supplier, shall remain our property. In this respect, the supplier agrees to observe strict confidentiality and to return them immediately if we require it. Passing on these objects to third parties or their use for own purposes (with exception of the service performance for us) is prohibited.
  2. The same applies for objects, which have been fully or partially manufactured at our expense (e.g. moulds, tools, devices). They become our property without indirect provision of possession at the time when they are manufactured at the supplier’s company. Modifications thereto may be made only with our written consent. Within the scope of the existing relationship of property sharing, the supplier is liable in case of any damage and/or loss in accordance with the stat­u­to­ry provisions.

§ 11 Software

  1. Unless otherwise agreed in individual contracts, the supplier shall grant us tem­po­rally unlimited, royalty-free rights of use of software products and the re­lat­ed documentation. We are authorised to the distribution of the software to our cus­to­mers.
  2. For the purposes of data backup we may create duplicates of the software.

§ 12 Form of declarations

  1. Declarations and notices with legal relevance, which shall be provided to us by the supplier, must be provided in writing.
  2. This also applies to declarations and notices with legal relevance, which shall be provided to third parties by the supplier, if they are related to the contractual re­la­tion­ship between us and the supplier.

§ 13 Place of performance, place of jurisdiction, applicable law

  1. Place of performance and place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law is the place of our head office. In addition, we have the right to sue the supplier also at the place of its head office.
  2. The laws of the Federal Republic of Germany apply, the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
  3. Should one of the above provisions be or become invalid, the validity of the re­main­ing provisions will remain unaffected by it.