Terms and Conditions
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
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.
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.
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.
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.
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.
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.
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.
If not otherwise noted in the offer all drawings, source-codes, code
documentation and further technical details are no part of the
Prices and Payment
Our prices are calculated in EURO ex works, net plus tax if
applicable, excluding packing, shipping costs and insurance.
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.
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.
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
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.
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.
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.
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.
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
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.
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.
On buyer's request the goods are insured on the buyers costs.
If not otherwise agreed packing and the way of forwarding are chosen
at our best discretion and charged at cost price.
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.
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.
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
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.
Replaced parts are passed into our ownership.
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.
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
We do not assume liability for any consequences arising from
modifications by the buyer or a third party without our written
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
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
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
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.
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
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.
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.
The goods subject to retention of title and the securities are valid
until the general release from obligations which we incurred in the
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
Right to return according to the distance selling act
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.
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.
For articles which are affected by signs of usage the seller charges a
Place of jurisdiction
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.
In addition the clauses of the German law are valid. German law is
unrestrictedly applicable even for deliveries to foreign customers.
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.