Terms & Conditions
I. General information
Following terms of delivery and sales apply to all contracts, supplies and other achievements.II. General regulations
2.1 for the range of the supplies or achievements (in the following one: Supplies) are determining the mutual written explanations. General trading conditions of the orderer are considered however only to that extent, as the suppliers or carrying out (in the following one: Supplier) them agreed expressly in writing.2.2 at the cost estimates, designs and other documents (in the following one: ) the supplier reserves itself without reservation documents its property and copyright rights of exploitation. The documents may be made accessible only after previous agreement of the supplier third and are, if the order is not given to the supplier to return to this immediately on demands. The sets of 1 and 2 apply accordingly to documents of the orderer; these may be made accessible however such third, to which the supplier permissible-proves supplies transferred.
the orderer has 2.3 at standard software the not exclusive right for use with agreed upon capability characteristics in unchanged form on the agreed upon devices. The orderer may provide a backup copy without express agreement.
2,4 partial deliveries are permissible, as far as they are reasonable the orderer.
III. Prices and terms of payment
3.1 the prices understands themselves ex factory excluding packing plus the valid in each case legal value added tax.the supplier took over and is not agreed upon 3.2 the list or assembly not something else, then the orderer apart from the agreed upon remuneration carries all necessary additional expenses such as travel expenses, costs of the transport of the tool and the personal luggage as well as releases.
3,3 payments are to be made freely cashier's office of the supplier.
3.4 the orderer can only on such demands up-count, which are undisputed or validly determined.IV. Retention of title
4.1 the thes subject of the supplies (reservation commodity) remains property of the supplier up to the fulfilment of all it against the orderer from the business relation which are entitled requirements. As far as the value of all safeguard rights, which are entitled to the supplier, who exceeds height of all secured requirements around more than 20%, the supplier will release the orderer an appropriate part of the safeguard rights when desired.a verpfaendung or a transfer by way of security is forbidden 4.2 during the existence of the retention of title to the orderer and the far sale only retailers in the usual course of business and only on the condition permitted that the property turns into on the customer only if this fulfilled its liabilities.
the orderer the supplier has to inform 4.3 with seizing, seizing or other orders or interferences third immediately.
4.4 with obligation injuries of the orderer, in particular with delay of payment, the supplier is entitled at unsuccessful operational sequence the orderer set appropriate period for achievement to the resignation and to the cancelling; the legal regulations over the dispensableness of a period setting remain unaffected. The orderer is obligated to publication.
V. Periods for supply and delay
the punctual entrance all sets 5.1 the observance of periods for supplies from the orderer to supplying documents, necessary permission and releases, in particular from plans, as well as the adherence to of the agreed upon terms of payment and other obligations by the orderer ahead. If these conditions are not in time fulfilled, then the periods extend appropriately; this does not apply, if the supplier has to represent the delay.5.2 is the disregard of the periods on higher force, e.g. mobilization, war, riot, or on similar events, e.g., to lead back the periods extend strike, lockout appropriately.
5.3 the supplier comes into delay, can the orderer – if he makes convincing that from this a damage developed for him – a remuneration for everyone completed week of the delay of ever 0.5%, altogether however at the most 5% of the price for the part of the supplies to require, which could not be taken because of the delay in expedient enterprise.
a) all ground -, building and other industry-strange extra works including the technical and auxiliary workers, building materials and tools, needed for it
b) materials and the consumer articles, like stands, necessary for the assembly and initial start-up, a lifting witness and other devices, fuels and lubricants,
c) Energy and water at the point of usage including the connections, heating and lighting,
d) when assembly assembling for the keeping of the machine parts, equipments, materials, tools etc. of sufficient large, suitable, dry and lockable areas and for the assembly personnel appropriate work and lounges inclusively the circumstances of appropriate sanitary plants; in all other respects the orderer has to meet the measures, which he would seize for the protection of the own owner,
e) Protective clothing and safety divices, which are necessary due to special circumstances of the assembly place.
5.4 both claims for damages of the orderer because of delay of the supply and claims for damages instead of the achievement, those over in NR. 3 borders mentioned go out, are impossible in all cases of retarded supply, also at expiration the supplier set period for supply. This does not apply, so far in cases of the resolution, which is compellingly clung to rough negligence or because of the injury of the life, the body or the health. From the contract the orderer can only withdraw in the context of the legal regulations, as far as the delay of the supply from the supplier is to be represented to. A change of the burden of proof for the disadvantage of the orderer is not connected with the managing regulations.
it is committed to 5.5 the orderer to explain upon the requests of the supplier within an appropriate period whether it withdraws because of the delay of the supply from the contract or insists on the supply.
when desired the orderer around more than one month after announcement the ready for dispatch shank retarded 5.6 dispatch or feed, the orderer for each begun month camp money at a value of 0,5% of the price of the thes subject of the supplies can be computed, at the most however altogether 5%. The proof of higher or lower storage costs remains unbenommen the Contracting Parties.
VI. Passage of the risk
6.1 the danger ignores also in the case of freight-free supply as follows on the orderer:a) in the case of supply without list or assembly, if they were brought or fetched to the dispatch. When desired and costs of the orderer are insured supplies of the supplier against the usual transport risks;
b) in the case of supplies with list or assembly by day the assumption in own enterprise or, so far agrees, after perfect probebetrieb.
6.2 if the dispatch, the feed, the beginning, the execution of the list or assembly, which assumption in own enterprise or the probebetrieb is retarded out from the orderer to representing reasons or who comes orderers from other reasons into default of acceptance, then the danger ignores on the orderer.
VII. List and assembly
To the list and assembly, as far as nothing different one is in writing agreed upon, the following regulations apply:7.1 the orderer has to take over at his expense and in time place:
7.2 before beginning of assembly works the orderer has available the necessary data concerning the situation covers led river -, gas -, to place water pipelines or similar plants as well as the necessary static data without being asked.
7.3 before beginning of the list or assembly must have been the auxiliary orders and articles at the Austellungs or assembly place, necessary for the admission of the work, and have so far progressed all pre-working before beginning of the structure that the list or assembly can be begun as agreed and accomplished without interruption. Delivery ways and list aufstellungs-oder the assembling place must be smoothed and vacated.
itself the list, assembly or start-up by circumstances which can be represented from the supplier to, then the orderer to appropriate extent the costs of waiting period and additionally necessary journeys of the supplier or the assembly personnel does not have to carry 7.4 retarding.
7.5 the orderer has the supplier weekly the duration of the work time of the assembly personnel as well as the completion of the list to certify assembly or start-up immediately.
the supplier requires 7.6 for completion the reduction of the supply, then it has to make the orderer within two weeks. If this does not happen, then the acceptance is considered as effected. The acceptance is also considered as effected, if after conclusion of an agreed upon test phase in use one took supply if necessary.
VIII. Receipt
The orderer may not refuse the receipt of supplies because of insignificant lack.IX. Material defects
For material defects the supplier is responsible as follows:9.1 all those parts or achievements are to be improved after choice of the supplier free of charge to supply or furnish again again, which exhibit a material defect – within the period of limitation without consideration – for the actual working time, if its cause was already present at the time of the passage of the risk.
9,2 requirements for material defect fall under the statute of limitations in 12 months. This does not apply, so far the law in accordance with §§ 438 Abs. 1 Nr.2 (buildings and things for buildings), 479 Abs. 1 (Rueckkgriffsanspruch) and 634a Abs. 1 NR. 2 (lack of building) as well as BGB longer periods prescribes in cases of the injury of the life, the body or the health, during a deliberate or roughly negligent obligation injury of the supplier and when bad cunning concealing a lack. The legal regulations over expiration inhibition, inhibition and new beginning of the periods remain unaffected.
9.3 the orderer has material defects opposite the supplier immediately in writing to ruegen.
9.4 with notices of defect may be held back payments of the orderer to an extent, be stood in appropriate relation to the arisen material defects. The orderer can hold back payments only if a notice of defect is made valid, over whose authorization no doubt exist can. If the notice of defect took place to injustice, the supplier is entitled to require it developed expenditures of the orderer replaced.
9.5 first opportunity is to be granted to the supplier to the Nacherfuellung within appropriate period.
9.6 the Nacherfuellung fails, can withdraw – the orderer without prejudice to any claims for damages in accordance with art. – XII from the contract or reduce the remuneration.
9,7 requirements for lack do not exist with only insignificant deviation from the agreed upon condition, with only insignificant impairment of usefulness, with natural wear or damage, which develops after the passage of the risk due to incorrect or careless treatment, excessive demand, unsuitable operational funds, unsatisfactory construction work, unsuitable building ground or those due to special outside influences, which are not presupposed after the contract, as well as with not reproducible software faults. Are made by the orderer or by third inappropriately changes or repairs, then no requirements for lack exist likewise for these and the consequences developing from it.
9,8 requirements of the orderer because of the expenditures, in particular transport -, ways -, necessary for the purpose of the Nacherfuellung, work and material costs, are impossible, as far as the expenditures increase, because the the subject of the supply was later spent to another place than the address of the orderer, it are, the placing correspond its intended use.
9,9 requirements for resort of the orderer against the supplier in accordance with § 478 BGB (resort of the enterprise) exist only to that extent, when the orderer did not make agreements going beyond the legal requirements for lack with his customer. For the range of the requirement for resort of the orderer against the supplier in accordance with § 478 Abs. NR applies furthermore for 2 BGB. 8 accordingly
to claims for damages applies for 9.10 in the rest of art. XII (other claims for damages). Large ones or others than the requirements of the orderer against the supplier, regulated in this art. IX, and its executing aides because of a material defect are impossible.
X. Commercial patent rights and Urheberrechte;Rechtsmaengel
10,2 requirements of the orderer are impossible, as far as he has to represent the patent right injury.furthermore 10,3 requirements of the orderer are impossible, as far as the patent right injury is caused by special defaults of the orderer, by an application not predictable of the supplier or by the fact that the supply of the orderer is changed or is not used together with products supplied by the supplier.
for 10.4 in the case of patent right injuries apply to in NR. 1 A) of regulated requirements of the orderer in the rest of the regulations of the art. IX NR. 4,5 and 9 accordingly.
the regulations of the art. IX apply for 10.5 when being present other defective titles accordingly.
10.6 large ones or different one than the requirements of the orderer against the supplier, regulated in this art. X, and its executing aides because of a defective title are impossible.
XI. Impossibility; Contract adjustment
10.1 if differently agreed upon, is not the supplier obligated, the supply only in the country of the place of delivery freely from commercial patent rights and copyrights third (in the following one: To furnish patent rights). If third furnished because of the injury of patent rights through from the supplier, as stipulated the supplier raises, clings used supplies against the orderer entitled requirements opposite the orderer within in art. the IX NR. 2 determined period as follows:
a) The supplier will obtain a right to use after his choice and at his costs of the supplies concerned either, will change her in such a way that the patent right is not hurt, or to exchange. If this is not possible for the supplier on appropriate conditions, the legal resignation or reduction rights is entitled to the orderer.
b) The obligation of the supplier for the achievement of payment of damages depends on art. XII.
c) Those obligations managing specified of the supplier exist only, as far as the orderer informs the supplier immediately in writing over about third validly made requirements, an injury do not recognize and to the supplier all preventive measures and comparison negotiations are reserved. If the orderer stops the use of the supply from damage-reduction or other important reasons, he is obligated to point out third that with the use attitude no acknowledgement of a patent right injury is connected.
11.1 so far the supply are impossible, are justified the orderer to require payment of damages unless the supplier does not have to represent the impossibility. However the claim for damages of the orderer is limited to 10% of the value of that part of the supply, to which because of the impossibility in expedient enterprise cannot be taken. This restriction does not apply, so far in cases of the resolution, which is compellingly clung to rough negligence or because of the injury of the life, the body or the health; a change of the burden of proof for the disadvantage of the orderer is not connected hereby. The right of the orderer to the cancellation of the contract remains unaffected.
11.2 if unforeseeable events in the sense of art. V. Nr. 2 the economic meaning or contents of the supply substantially changes or on the enterprise of the supplier influences substantial, the contract under attention by faithful and faith is adapted appropriately. As far as this is economically not justifiable, the right is entitled to the supplier to withdraw from the contract. It wants to make use from this ruecktritts-recht. so it has this after realization of the consequence of the event the orderer to communicate immediately, even if first with the orderer an extension of the delivery time were agreed upon.
XII. Other claims for damages
12,1 damage and requirements for expenditure allowance of the orderer (in the following one: Claims for damages), equivalent from which argument, in particular because of injury of obligations from the obligation and from bad action, are impossible.12.2 this do not apply, as far as compellingly one clings, e.g. after the product liability law, in cases of the resolution, which is rough negligence, because of the injury of the life, the body or the health, because of the injury of substantial contract obligations however on the contract-typical, foreseeable damage limited, as far as not resolution or rough negligence is present or is clung because of the injury of the life, the body, or the health. A change of the burden of proof for the disadvantage of the orderer is not connected with the managing regulations.
to 12.3 so far the orderer after this art. XII claims for damages are entitled, fall under the statute of limitations this upon expiration of the period of limitation valid for requirements for material defect in accordance with art. IX NR. 2. With claims for damages after the product liability law the legal regulationregulation regulations apply.
XIII. Area of jurisdiction and applicable right
13.1 exclusive area of jurisdiction, if the orderer is a buyer, with all direct or indirect from the contractual relation itself resulting in disputes the seat of the supplier Halle/Saale is. The supplier is however also entitled to complain at the seat of the orderer.13.2 for the legal relations in connection with the present Treaty apply German material right under exclusion of the convention of the United Nations over contracts over the international goods purchase (CISG).
XIV. Commitment of the contract
The contract remains obligatory also with legal inefficacy of individual regulations in its remaining parts. That does not apply, if holding to the contract would represent an unreasonable hardness for a party.
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