General Terms and Conditions

…of the company GmbH

This English text “General Terms and Conditions” is a translation of the original German version.

§1 Validity of the conditions

1. GmbH’s deliveries, services and offers are based on these terms and conditions, including the additional conditions listed in the offer.
These shall therefore also apply to all future business relations, even if they are not expressly agreed again.
2. deviations from these terms and conditions are only effective if GmbH confirms them in writing.

§2 Offer and conclusion of contract

1. GmbH’s offers are subject to change and non-binding. Contracts are only concluded by written order confirmations or by actual delivery.
2. drawings, illustrations, dimensions, weights or other performance data shall become binding upon written order confirmation.
3. planning and drawing documents remain the property of GmbH. After written authorisation by GmbH, the customer is entitled to use these documents himself or to pass them on to third parties.
4. GmbH is entitled to use image material and descriptions of commissioned projects, deliveries and work for advertising purposes after written authorisation by the customer.

§3 Pricing

1. unless otherwise stated, the prices quoted by GmbH in its offers are binding, except for printing errors, mistakes and exchange rate fluctuations.
2. the prices stated in the order confirmation of GmbH plus the respective statutory value added tax are decisive. Unless otherwise agreed, the prices are EXW including normal packaging.
3. additional services and deliveries will be invoiced separately.

§4 Delivery and service time

1. the dates and deadlines mutually agreed between GmbH and the customer shall become binding upon written order confirmation, unless expressly agreed otherwise in writing.
2. the contractual deliveries and/or services are to be received or accepted by the customer. The customer shall have no right to return deliveries and/or services unless expressly agreed otherwise in writing.
3. premature delivery and partial deliveries are permitted, provided the customer expressly agrees to this.
4. delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for GmbH (this also includes subsequently occurring material procurement difficulties, operational disruptions, strikes, lockouts, personnel shortages, lack of means of transport, official orders, etc.), even if they occur at suppliers and service providers. GmbH shall not be responsible for such delays, even if they occur at suppliers and subcontractors of GmbH, even if binding deadlines and dates have been agreed. GmbH shall be entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
5. if the hindrance lasts longer than 3 months, the buyer is entitled to withdraw from the contract with regard to the part still to be fulfilled after setting a reasonable grace period.
6. if GmbH is responsible for non-compliance with bindingly agreed deadlines and dates or is in default, the buyer shall not be entitled to compensation for delay, unless the delay is due to at least gross negligence on the part of GmbH or compensation for delay has been expressly agreed in writing between GmbH and the customer.
7. GmbH is entitled to charge additional ancillary costs, such as for interim storage, interim financing or other additional costs, unless expressly agreed otherwise in writing, if the delivery and service provision is delayed due to circumstances within the customer’s control.

§5 Transfer of risk

1. GmbH offers the customer a choice of various modes of transport. The transfer of risk corresponds to the regulations of the selected mode of transport in accordance with INCOTERMS 2020:
EXW – Ex Works
FCA – Free Carrier
CPT – Carriage Paid To
CIP – Carriage and Insurance Paid to
DAP – Delivered at Place
DPU – Delivered at Place Unloaded
DDP – Delivered Duty Paid
FAS – Free Alongside Ship
FOB – Free on Board
CFR – Cost and Freight
CIF – Cost, Insurance and Freight

§6 Guarantee

1. The manufacturer warrants that the devices are free from manufacturing and material defects that are covered by the warranty. Claims shall become time-barred 12 months after the transfer of risk, unless statutory regulations provide for different limitation periods.
2. in addition, the warranty and liability shall apply to the extent that the respective manufacturer of the goods assumes warranty and liability. Liability for defects in the object of purchase shall be assumed to the extent that the manufacturer or supplier provides a replacement.
3. if the manufacturer’s installation, operating or maintenance instructions are not followed, changes are made to the products, unauthorised interventions or repair attempts are made, parts or consumables are used that do not correspond to the original specifications, any warranty claim shall lapse.
4. the customer must notify GmbH of defects in writing immediately, but at the latest within three weeks of receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to GmbH in writing immediately after discovery.
5. in the event of notification by the customer that the delivery item is defective, the customer is obliged either to
a) to send the defective part or device to the manufacturer or GmbH at the customer’s expense
b) keep the defective part or device ready and have it repaired by a service technician of GmbH or the device manufacturer. If the customer requests that warranty work be carried out at a location specified by him, the customer is obliged to pay the additional costs incurred as a result at the standard rates of GmbH or the respective manufacturer.
6. if the rectification of defects fails after a reasonable period of time, the customer may, at his discretion, demand a reduction in the remuneration or cancellation of the contract.
7 Liability for normal wear and tear or damage is excluded.
8. if the execution of repair work by GmbH is part of a contract, this repair work will be carried out professionally to the best of our knowledge and belief.
9. warranty claims are only available to the direct customer and are not transferable.
10. the above paragraphs conclusively contain the warranty for the products and exclude other warranty claims of any kind.

11. Warranty for rental: In the case of rental, GmbH is only obliged to pay compensation if it can be accused of intent or gross negligence. Otherwise, GmbH is not obliged to pay compensation. The tenant’s right to terminate the rental agreement without notice in accordance with § 542 is excluded. GmbH instead grants the tenant the right to rectification or replacement delivery. If the rectification or replacement delivery by GmbH is impossible, refused or unreasonably delayed, the tenant’s right to cancellation without notice is revived.
§7 Reservation of ownership

1. GmbH retains title to all goods and services delivered by it (reserved goods) until all claims arising from the respective transaction have been settled.
2. in the case of current accounts, the reserved property shall serve as security for our balance claims.
3. the customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted.
4. in the event of access by third parties to the reserved goods, the customer shall draw attention to the ownership of GmbH and notify it immediately and support it in enforcing its claim.
5. in the event of breach of contract by the customer (e.g. default of payment), GmbH is entitled to take back the reserved goods or, if necessary, to demand assignment of the customer’s claims for surrender against third parties. The repossession or seizure of the reserved goods by GmbH does not constitute a cancellation of the contract, unless the Instalment Purchase Act applies.

§8 Payments

1. all payments are to be made to GmbH free of any deductions within fourteen (14) calendar days of the invoice date, unless another payment agreement has been made in writing.
2. GmbH reserves the right to demand payment securities and/or advance payments.
3. the customer may only offset such claims or assert a right of retention with regard to such claims that are undisputed or have been legally established. The customer shall only be entitled to assert a right of retention for claims arising from the same contract as the respective counterclaim of GmbH.
4. GmbH reserves the right to claim annual default interest of four (4) percentage points if the customer defaults on payment, subject to the assertion of further rights.

§9 Return shipments

1. returns will only be accepted subject to our inspection. Unless otherwise agreed, returns of defective goods and repairs must be sent to GmbH, Goethestraße 6, 52382 Niederzier, Germany or to the manufacturer, carriage paid.
2. returns will only be processed if the return is accompanied by a return consignment note stating the RMA and customer number.
3. the customer receives the return consignment note and the RMA number upon written or telephone request from GmbH at +49 176 75897933 or by email at:
4. the provision of the RMA number does not in any way imply recognition of a defect or other complaint by the customer.

§10 Obligations of the customer for test provision and rental

1. the customer must treat the rented equipment or items with care and report any damage immediately.
2. GmbH shall only insure the rented equipment or items in favour of the customer if this has been agreed with GmbH in accordance with the rental agreement.
3. the customer is liable for damages and losses if he is responsible for them. Replacement costs are to be reimbursed. The agreed rental fee must be paid until the replacement is received. The customer shall also be liable for damage and loss during the assembly period and until the end of the dismantling of the rental object.
4. the rental fee is owed for the period from the dispatch of the rental item from the warehouse until it is returned to the GmbH warehouse in proper condition.
5. if the agreed rental period is exceeded, GmbH is entitled, irrespective of further claims for damages, to claim the rent as compensation for use until the rented items are returned.

§11 Design changes
1. GmbH reserves the right to make design changes at any time. However, it is not obliged to make such changes to devices that have already been delivered.
§12 Non-disclosure
1. the Buyer is advised that the personal data received in connection with the business relationship will be stored and processed electronically in compliance with the statutory provisions. Unless otherwise agreed in writing, all information received in connection with the respective transaction shall be deemed confidential and may only be disclosed with written authorisation.
§13 Limitation of liability
Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against GmbH and against its vicarious agents, unless intentional or negligent action is involved.
§14 Place of fulfilment and jurisdiction

1. unless otherwise agreed in writing, the law of the Federal Republic of Germany shall apply to these Terms and Conditions and the entire legal relationship between the Seller and the Buyer, with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. The UN Convention on Contracts for the International Sale of Goods is excluded.
(2) The place of fulfilment of all deliveries and services, including payments, shall be stated in writing in the respective transaction.
2. to the extent permitted by law and unless otherwise agreed in writing, Düren shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

§15 Final provisions
1. should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
Document date 05.01.2024