General terms and conditions for deliveries and services
Application of these conditions
(1) Subject to deviating agreements in individual cases, contracts shall be concluded with us exclusively in accordance with the following provisions; With the placing of the order the customer agrees with our conditions. Conflicting or deviating terms of the customer are binding for us only if we have expressly acknowledged them; This must be done in writing. Our terms and conditions also apply if we carry out our delivery or service unconditionally in the knowledge of contrary or deviating terms of the customer.
(2) These General Terms and Conditions apply to all our deliveries and services and to all obligations resulting from a relationship with the customer. Our conditions also apply to all entrepreneurs and legal persons governed by public law for all future business relations.
Contract conclusion / amendments to the contract
(1) A contract with us shall only be deemed to be concluded if the customer accepts our offer unconditionally or if we receive our written order confirmation or we begin the execution of the delivery or service. If we issue a written order confirmation, this shall be decisive for the content and scope of the contract, unless otherwise expressly agreed.
(2) Amendments, collateral agreements and supplements, as well as any consistency agreements or the assumption of guarantees must be expressly agreed in order to be effective; This must be in writing in order to be effective.
(1) Unless expressly agreed otherwise, the delivery or service item shall have only the characteristics, technical data, etc., explicitly stipulated in the contract; These shall only constitute warranty assumptions if we expressly declare that we wish to be inde- pendent of them or if they are expressly designated by us as such; Warranties must be given in writing in order to be effective. We reserve the right to make technical and designal deviations from the descriptions and specifications in our brochures, catalogs or similar sales documents and to exchange (partial) products for technically equivalent or better ones without the customer being able to derive rights against us from this. Such descriptions and information as well as advertising statements (including the manufacturer) do not contain any guarantee statements. Unless otherwise provided by statutory provisions, we owe our advice only insofar as this has been assumed by us as a contractual primary obligation.
(2) Software and software (updates and upgrades) are not included in the scope of supply of software, unless expressly agreed.
(3) The customer must notify us in full of all facts relevant to the performance of our delivery and / or performance. We are not obliged to check the completeness and correctness of the data, information or other services provided by the customer to the extent that this does not give rise to reasons for taking into account the respective circumstances of the individual case or the obligation to verify has not been expressly assumed as a contractual obligation. If work is carried out at the customer, our employees are to be provided free of charge with the required workplaces and work equipment.
(4) If we operate outside our operational area, the customer is obliged to take all necessary measures to fulfill traffic safety requirements, unless the nature of the thing or an agreement with the customer reveals anything else. We are entitled to refuse the execution of our delivery and / or service, as long as the necessary measures are not taken.
(5) Notwithstanding our continuing responsibility for the fulfillment of contractual obligations, we are entitled without limitation to engage third parties in the fulfillment of the contract. Insofar as employees whose contract has been agreed upon are prevented by reasons beyond our control, we may replace them with other suitable employees.
Customer's involvement in development, manufacturing and consulting services
(1) In development projects, success always requires close cooperation between the customer and us. The contracting parties therefore undertake to ensure mutual consideration, comprehensive and prompt information as well as a precautionary warning against risks and protection against disturbing influences also from a third party.
(2) The customer assumes as a fundamental contractual obligation to ensure that all agreed cooperation and provision services are provided to us in the required quality and to the agreed upon deadlines or required for the project realization without additional costs for us. In so far as this is necessary for the success of the project, he will, in particular, provide his own personnel to a sufficient extent as well as competent contact persons for the entire duration of the project. To the extent that requirements are laid down in terms of outsourcing systems operated by the customer or by third parties, the customer shall be responsible for the fulfillment of these requirements.
(3) If the Customer's information or documents prove to be defective, incomplete, ambiguous or unenforceable, he shall, as soon as we have notified us, make the necessary corrections and / or additions. Any defects or malfunctions of the components displayed by us will be immediately corrected or corrected by the customer.
Rights of use
(1) When delivering results (for example, concepts, design drawings, software or similar) which have been worked out within the framework of a customer order, we hereby grant the customer a simple, that is to say, Non-exclusive right to use the results. The design of the right to use is determined by the specific agreement in each case. If the results were not compiled by us, we regularly only provide a contract with the third party supplier. The customer therefore recognizes the conditions of use of the third-party manufacturer, which are explicitly indicated; These are decisive for the extent of the granting of rights by the third-party supplier.
(2) Regardless of the extent of the transfer of rights to the customer, we are in any case permitted to use ideas, conceptions, acquired know-how etc. for other developments and services also for other customers.
Deadlines and appointments
(1) Scheduling as well as milestones in a project serve as an orientation in the flowchart of the project. Dates are only binding if they are expressly agreed as binding dates; This agreement must be in writing in order to be effective. If no binding deadlines and deadlines have been agreed with us, we shall only be in default if the customer has previously set us an appropriate additional deadline for the delivery of the owed delivery. In any case, the deadlines are only effective from the complete provision of all the cooperation actions due by the customer and, if necessary, from receipt of an agreed down payment. Subsequent modification requests or delays in cooperation activities of the customer prolong the delivery times appropriately.
(2) If we are delayed by unpredictable circumstances caused by us (eg labor disputes, operational disturbances, transport hindrances, lack of raw material, official measures - also with our pre-suppliers - as well as non-timely self-deliveries), we are entitled in whole or in part To withdraw from the contract or to postpone the delivery by the duration of the hindrance at our discretion. The customer will be immediately informed about the non-availability of the services. In the event of our rescission, we will also repay the customer's consideration. Compensation claims of the customer are excluded.
(3) If the customer does not meet all or part of his cooperation, cooperation or provision obligations, the performance dates affected thereby lose their binding force, in particular, we shall not be in default. After unsuccessful reminder, we are entitled to demand the damage resulting from us, including possible extra charges. In this case, the risk of accidental loss or accidental deterioration of the delivery item also passes to the customer at the time when the customer is in default of acceptance. If the customer does not fulfill his cooperation, cooperation or provision obligations within a reasonable additional period of time following the further reminder, we are also entitled to terminate the contract without notice. In this case, we are entitled to compensation and remuneration claims at least in accordance with § 645 BGB (German Civil Code); Any further claims on our part shall remain unaffected. The same right shall apply to us in the event that we are no longer able to perform the project within a reasonable period of time or at a significantly higher cost as a result of the delay, for example because of other obligations.
(4) If we are in arrears on grounds for which we are responsible, or if our performance is excluded for reasons beyond our control due to impossibility pursuant to § 275 (1) BGB (German Civil Code), or if we can not perform the service in accordance with § 275 Para And 3 BGB (German Civil Code), we shall be liable, subject to the limitations of liability of paragraph 11 of these Conditions, which are unaffected, exclusively according to the legal regulations.
Transfer of risk
The risk of accidental loss or accidental deterioration of the delivery item shall also be transferred to the customer upon dispatch, if we have accepted the shipping costs or other additional services or a partial delivery. Paragraph 6, 3rd sentence 3 of these conditions shall be pointed out.
(1) If our delivery requires the acceptance, the customer is obliged to do so. Smaller defects which do not seriously affect the suitability of the delivery for the purpose stipulated in the contract shall not entitle the customer to refuse acceptance, without prejudice to his right to assert legal claims for defects.
(2) Acceptance shall be deemed to have been granted if: - the customer refuses to accept the acceptance of the inspection in contravention of subparagraph 1 above or, despite the timely request, to participate in a joint acceptance test; Or - the customer does not promptly declare the acceptance in writing immediately after carrying out a joint acceptance test, although he has been requested by us to do so with a period of seven working days, unless the customer specifically specifies in writing within this period the deficiencies on the basis of which he refuses acceptance , Whereby we will point out the intended importance of its behavior at the beginning of the period.
(3) In the case of partial services, we are entitled to partial acceptance.
(4) Intellectual services shall be regarded as accepted, unless the customer expressly reserves reservations in written form within 30 days after their access, and in this case specifically specifies deficiencies, whereby we shall point out to the customer at the beginning of the period the intended meaning of his behavior. In the event of such reservation, we will review our performance. If a reservation of the customer proves to be unjustified, he shall bear the costs incurred, unless he is only slightly negligent.
Prices and payments
(1) The prices quoted by us are decisive, to which the respective statutory value-added tax (if applicable) is added. Unless otherwise agreed, we shall be entitled to reimbursement of expenses in addition to the agreed remuneration.
(2) If remuneration is agreed according to hour or day rates, our current price lists are valid at the time of the service, subject to a different agreement in individual cases. There will be no price increase for services rendered within four months after conclusion of the contract.
(3) Our invoices are payable without deduction of cash discount and free of charge according to the agreed payment schedule, otherwise within 15 working days after the invoice date. If checks are accepted in individual cases on the basis of explicit agreements, this is only done for the sake of payment and also without cash discount deduction. Any cash charges are to be borne by the customer, we only recognize the payment of a check as a fulfillment if the respective items have been credited without reservation to our account. We reserve the right to demand reasonable advance payments and advances.
(4) If we are entitled to several claims against the customer, we shall determine the liability to which the payment shall be charged. The customer is only entitled to set-off rights if his counterclaims are legally valid, undisputed or acknowledged by us in writing. The same applies to the assertion of retention rights.
(5) If after the conclusion of the contract circumstances become known that our claims against the customer appear to be at risk due to a lack of performance of the customer, we are entitled to carry out outstanding deliveries only against prepayment or security performance and after fruitless expiration of a stipulated deadline from the contract To resign; Point VI. 3. these conditions apply accordingly.
(6) In the event of default of payment, the customer shall be liable for default interest at the statutory rate insofar as we can not prove any higher damage to the customer.
(1) Should we have a defective delivery or service, the customer shall give us the opportunity to supplement the defect within reasonable time limits, unless the supplementary performance is unacceptable to the customer in the individual case or if special circumstances exist which are weighed against the interests of both parties An immediate resignation. The right to choose between the removal of the defect or delivery of a defect-free item is in any case granted to us.
(2) In the case of standard products from third-party manufacturers, for which we merely provide a contract conclusion with the third-party manufacturer (Section V.1.4 of these Conditions), the customer's claims for defects are directed only against the respective third-party manufacturer; This shall also apply to the infringement of third parties' protective rights by the third party manufacturer.
(3) The customer is obliged to investigate the delivery item for obvious defects, which are obvious to an average customer. Obvious defects, such as the lack of components or documentation material, as well as easily recognizable damages, are to be reported to us within one week after receipt of the delivery in writing. Defects which become apparent before the expiry of the limitation periods for claims for defects shall be notified to us in writing within one week after recognition by the customer. In case of breach of the duty of inspection and notification by the customer, the delivery item shall be deemed to have been approved in respect of the defect in question.
(4) Deficiencies shall be claimed by the customer in writing with the identification of all detected defects and indicating the circumstances under which they have been shown. A defect is not present if a fault alleged by the customer can not be reproduced. If the customer has interfered with delivered components, hardware or software, the customer's claims for defects shall only exist if the customer proves that his intervention was not the cause of the defect.
(5) If a deficiency alleged by the customer is not present, a claimed defect can not be reproduced, in particular, we are entitled to demand an appropriate remuneration for our expenses, unless the customer is only slightly negligent .
(6) If the supplementary performance fails, it is refused by us or if it is unacceptable to the customer, he may only be subject to the other statutory claims for defects (cancellation, reduction, self-acceptance, compensation or reimbursement of futile expenses). Claims for damages shall be exclusively subject to the provisions of Section XI. These conditions.
(7) If the defect is a minor deviation from an agreed upon condition, the customer is only entitled to supplementary performance or to an appropriate reduction at our discretion. If no condition has been agreed upon, this shall apply in the case of a minor deviation from the suitability for the otherwise usual use according to the contract which is customary for goods of the same kind and which the customer can expect according to the nature of the goods.
Liability and rescission
(1) We are liable for damages only according to the following regulations:
For the reason, we are liable - for intentional or gross negligence - for any culpable violation of essential contractual obligations. Insofar as we are liable in cases of simple negligence, our liability for compensation shall be limited to the replacement of the contractual foreseeable damage. Insofar as we are liable in cases of simple negligence, however, in any case: a limitation to a maximum of € 100,000 per claim for damages or, insofar as the subject of the service is a licensed program, the amount of the one-time license fee or the charge for 12 months of use; The highest amount is applicable; In the case of damage to property, a limit of € 500,000 applies in cases of simple negligence per claim. Furthermore, liability for material and property damage is excluded. Liability for personal injury and product liability remains unaffected by the above liability regulations.
(2) We shall only be liable for the recovery of data if the customer has ensured that lost data can be recovered at a reasonable cost. The customer is therefore obliged to secure data and programs at appropriate intervals on a regular basis.
(3) Insofar as our liability for damages is excluded or limited according to the above regulations, this also applies to the personal liability of our organs, employees and other employees, agents and vicarious agents and shall also apply to all claims for negligence in contract negotiations, Claims from tort (§§ 823 ff. BGB), but not for claims pursuant to §§ 1, 4 Prod. HaftG.
(4) The customer's right to terminate the contract due to a breach of duty not for which we are not responsible and which does not exist in a defect of a purchase object or a work is excluded.
Statute of limitations
(1) The customer's claims for defects shall be statute-barred one year from the commencement of the statutory limitation period. Exceptions to this are claims pursuant to §§ 438 para 1 no. 1, 2; 634a para. 1 no. 2 BGB (German Civil Code).
(2) Other contractual claims of the customer, if this entrepreneur is, due to breach of duty, become statute barred in one year from the statutory start of limitation.
(3) The statutory limitation periods of the above regulations remain unaffected in the following cases:
- for damage from injury to life, body or health;
- for other damages which are caused by an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents;
- for the customer's right to terminate the contract in the case of a breach of duty which is not the fault of the purchaser or the work,
- for claims due to fraudulent concealment of a defect and from a property guarantee within the meaning of § 444 or § 639 BGB;
- for claims for reimbursement of expenses pursuant to § 478 para. 2 German Civil Code (BGB).
Retention of title
All delivered goods remain our sole property until fulfillment of the purchase price claim, in the case of entrepreneurs, until the fulfillment of all claims arising from the business relationship. A pledge, security transfer or other utilization is prohibited, unless the purchase was done for the purpose of resale. In this case, the customer is revocably entitled to resell the reserved goods within the scope of a proper business operation in his own name, as long as he is not in default with his payment obligations against us and there is no prohibition of assignment between the customer and his customers. The customer has to point out our retention of title when the goods are properly resold to his customers or the property of the goods has to be reserved for him.
Place of performance and prohibition of assignment
(1) The place of fulfillment for all deliveries and services is Aachen.
(2) The assignment of claims against the customer from the business relationship against us is excluded.
Jurisdiction and applicable law
(1) Jurisdiction for all claims arising out of the business relationship against merchants and legal persons under public law is Aachen. This also applies to claims from checks, as well as for tort claims and disputes. However, we are also entitled to sue the customer before any other court that is legally responsible.
(2) For cross-border deliveries and services, Aachen is the exclusive court of jurisdiction for all disputes arising from the contractual relationship (Article 23 EuGV-VO or Article 17 EuGVÜ). We, however, reserve the right to sue the customer at his general court of jurisdiction or to call any other court that is competent under the EuGVVO or the EuGVÜ.
(3) The right of the Federal Republic of Germany exclusively applies to all business and all legal relations between the customer and us; The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(1) Should any of the foregoing conditions be or become invalid, this shall not affect the validity of the remaining provisions. In lieu of the ineffective conditions, such regulations shall come into effect, which come closest to the economic purpose of the contract with due regard for the interests of the two parties.
(2) All our previous general terms and conditions of business for deliveries and services are hereby repealed.