1.1 Our terms and conditions of construction and
performance apply exclusively; we do not recognize any terms and conditions of the customer that are contrary to or deviate from our terms and conditions of construction and performance unless we have
expressly agreed to their validity in text form.
Our terms and conditions of construction and performance also apply if
we execute the performance to the customer unconditionally in knowledge of terms and conditions of the customer that are contrary to or deviate
from our terms and conditions of construction and performance.
Deviations and additions by the customer are only effective with our express confirmation in text form.
They may only apply to the business for which they were agreed upon.
1.2 All agreements that are made between us and the customer for the execution of this contract
are conclusively recorded in this contract.
1.3 In cases of contradictions within the contractual bases, the following order of priority applies:
a) Individual contract,
b) these General Terms and Conditions of Construction and Performance,
c) DIN standards or other quality standards expressly
agreed upon in writing between the customer and us,
d) other statutory provisions.
2.1 Our offers are generally non-binding and subject to change and should only be understood as an invitation to place
an order. Customer orders are binding offers to us
to conclude a contract. The contract is only concluded after the customer's order and the receipt of
our order confirmation in text form by the customer.
2.2 Contracts are only concluded through our order confirmation in text form or
through an act of fulfillment performed by us (delivery/shipment of the contract item). Our
employees are only authorized to make statements on our behalf provided we have issued them
a power of attorney disclosed to the customer.
2.3 We reserve ownership and copyright on images, drawings, samples, calculations, cost estimates, other documents,
and information of physical and non-physical type – also in electronic form.
The customer requires our express consent in text form before passing them on
to third parties.
2.4 Our technical data are approximate values unless they
are expressly guaranteed as binding.
2.5 Calculation errors in offers, order confirmations, or invoices can be
corrected by us at any time.
3.1 The statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate
on the day of invoicing. Unless otherwise indicated,
our prices are always in EURO.
3.2 The prices in our offer only apply for orders of the entire service. Our prices are calculated so
that the delivery or service can be carried out in one operation. Additional expenses
incurred by us due to unforeseeable interruptions in delivery or services or delays
caused by the customer during commissioning will be billed separately
and additionally.
3.3 Any work ordered by the customer but not included in the offer
will be charged at our billing rates.
3.4 The necessary supply media (electricity, water, gas, etc.) for assembly at the customer are provided to us
free of charge. The consumption costs are borne by the customer.
3.5 Unless otherwise agreed, our invoices are payable immediately upon receipt without deduction.
A discount deduction requires a special agreement in text form.
3.6 If the customer is in default of payment, the statutory regulations apply, in particular, we are entitled to
claim default interest of 9 percentage points above the base rate of the ECB according to § 247 BGB.
The assertion of further damages caused by default remains reserved.
3.7 If there is a significant deterioration in the customer's financial circumstances after the conclusion of the contract,
or if circumstances become known that reduce the customer's creditworthiness, we are only obliged to make further
deliveries and services against advance payment or appropriate security.
3.8 The customer is only entitled to offsetting rights if his counterclaims are legally established,
undisputed, or acknowledged by us. The customer is only entitled to rights of retention if his
counterclaims are legally established, undisputed, or acknowledged by us and his counterclaim
is based on the same contractual relationship. In the case of declared defects, any existing right of retention is limited
to the amount of the expected costs of defect rectification.
4.1 The customer is entitled to request changes until delivery, provided the changes are
reasonable for us.
4.2 If the changes result in additional work for us, we are entitled to an increase in the
agreed remuneration.
4.3 We are entitled to reject changes to the contract item if
no agreement is reached on the increase in fixed prices.
4.4 The agreed delivery times are extended by a period appropriate to the scope of the change
to the contract item.
5.1 Agreed performance and delivery dates do not, in case of doubt, lead to the assumption of a fixed-date transaction within the meaning of § 376 HGB, but only by express agreement.
The start of the delivery time specified by us
and the adherence to an agreed delivery date require the clarification of all technical and
commercial questions. A further prerequisite is that the customer has fulfilled his obligations,
such as providing the required official certificates or permits and
making a down payment in a timely and proper manner. If this is not the case,
the delivery time is extended appropriately.
5.2 The delivery time is met if the performance item has left our plant by its expiry
or the dispatch readiness has been notified. If an acceptance is to take place, the time of acceptance
- in the case of unjustified refusal of acceptance, the notification of readiness for acceptance - is decisive.
5.3 If the non-compliance with the delivery time is due to force majeure, labor disputes, or other events
beyond our control, the delivery time is extended appropriately. We will
inform the customer of the beginning and end of such circumstances as soon as possible.
5.4 In the case of delivery delay, we are liable according to the statutory provisions, provided that the delivery delay is due to an
intentional or grossly negligent breach of contract attributable to us; the fault
of our representatives or vicarious agents is attributable to us. We are also liable according to the statutory
provisions if the delivery delay attributable to us is due to the culpable violation of an
essential contractual obligation; however, in this case, liability for damages is limited to the foreseeable,
typically occurring damage.
6.1 The risk passes to the customer when the object of the service has left the factory,
even if partial deliveries are made or we have taken on other services, e.g. transport, installation,
commissioning. An agreed final acceptance at the customer's site does not affect the transfer of risk
from the factory. Partial deliveries are permissible unless they are unreasonable for the customer.
6.2 If the shipment or acceptance is delayed or does not take place due to circumstances for which we are not responsible,
the risk passes to the customer on the day of notification of readiness
for shipment or acceptance.
6.3 Unless otherwise agreed, transport is at the direction and expense of the customer. If we
undertake the transport based on a mutually agreed arrangement, the risk transfer from the factory
according to clause 6.1 remains unaffected. If the customer wishes, we will cover the delivery with transport
insurance; the costs incurred in this regard shall be borne by the customer.
We are liable for material and legal defects of the service according to the statutory regulations under
the following conditions:
7.1 The customer must give us the necessary time and opportunity to examine and address the defects.
In the case of self-remedy or commissioning by third parties, we shall not bear any costs.
7.2 Insofar as a defect exists, we are entitled, at our discretion, to supplementary performance in the form of defect removal or
delivery of a new defect-free item. Replaced items become our property
and must be returned to us.
7.3 A defect does not exist in the case of only minor deviations from the agreed quality,
minor impairment of usability, normal wear and tear, or damage
resulting from unsuitable, improper, or non-contractual use or excessive
strain or improper modification, provided that these
are not attributable to our fault.
7.4 We do not provide any warranty for calculations made by the customer
regarding the efficiency of the contract item.
7.5 We only assume a warranty for achieving
the intended purposes of use by the customer if the intended purposes have been separately agreed in text form.
7.6 Our warranty expires in each case if:
a) the customer or third parties make changes to the object of the service without our
prior consent,
b) improper repairs are carried out by the customer or third parties, e.g. by using
non-original parts,
c) improper use of the object of the service,
d) non-compliance with the installation and operating instructions,
e) the system is commissioned by someone other than the factory customer
service or an authorized service partner in writing.
8.1 The customer is obliged to accept the work. The customer may only refuse acceptance on account of
significant defects that significantly impair the usability of the object of the service.
If the customer does not fulfill their obligation to accept, we are entitled to set the customer a reasonable deadline
to declare acceptance. If the customer does not declare acceptance within this period,
the object of the service shall be deemed accepted upon the expiry of the deadline.
8.2 Acceptance is deemed to have taken place and declared implicitly as soon as the customer
uses the object of the service.
9.1 We are liable under the statutory provisions if the customer asserts claims for damages
based on intent or gross negligence, including intentional or gross negligence of our representatives
or vicarious agents.
Insofar as we are not accused of intentional breach of contract, liability for damages is limited to
the foreseeable, typically occurring damage.
9.2 We are liable under the statutory provisions if we culpably breach an essential contractual obligation.
In this case, too, liability for damages is limited to the foreseeable, typically
occurring damage.
9.3 Insofar as the customer is otherwise entitled to compensation for damage in lieu of performance due to a negligent breach of duty,
our liability is limited to compensation for the foreseeable, typically
occurring damage.
9.4 Liability for culpable injury to life, body, or health remains unaffected.
This also applies to mandatory liability under the Product Liability Act.
9.5 Unless otherwise stipulated above, our liability is excluded.
9.6 Insofar as our liability for damages is excluded or limited, this also applies
to the personal liability for damages of our employees, workers, staff, representatives,
and vicarious agents.
10.1 Insofar as the delivery includes software, we grant the customer a simple, non-exclusive,
unlimited right of use to the delivered software, but only for the specified country agreed between
the parties where the object of the service is to be used. The
right of use is limited to the object of the service.
10.2 The customer is only entitled to modifications, extensions, and other revisions within the meaning of § 69 c No. 2 UrhG
to the extent that the law permits such unalterably.
10.3 All other rights to the software remain with us. The granting of sublicenses requires our
consent in text form.
11.1 We retain ownership of the object of the service until full payment of
all claims from the business relationship between us and the customer.
11.2 We are entitled to insure the object of the service at the customer's expense
against theft, breakage, fire, water, and other damage unless the customer can prove that they have taken out
the insurance themselves.
11.3 The customer may neither sell, pledge, nor assign the object of the service as security. In
the event of seizure, confiscation, or other dispositions by third parties, the customer must
notify us immediately.
11.4 The customer assigns to us the claim arising from the combination of the
object of the service with real estate against a third party to secure our claim against them.
11.5 In the event of a breach of contract by the customer, particularly in the case of default in payment,
the customer is obliged to return the object of the service without us needing to withdraw from the contract.
In this case, the customer irrevocably permits us to immediately collect the object of the service and
to enter their premises for this purpose without hindrance.
11.6 The assertion of the retention of title and the attachment of the reserved goods by us does not constitute
a withdrawal from the contract. After taking back the object of the service, we are entitled to sell it freely.
The proceeds of the sale are to be offset against the customer's liabilities,
less reasonable sales costs.
11.7 We undertake to release the securities due to us at the customer's request, as long as the
realizable value of our securities exceeds the claims to be secured by more than 10%; the
selection of the securities to be released is at our discretion.
12.1 The customer is obliged to treat the information gained in the context of the conclusion of the contract and the execution of the contract,
particularly all commercial and technical information, whether verbal
or embodied in documents, as trade secrets and to treat them accordingly confidentially. The
customer's organs, employees, and vicarious and performing agents must be similarly obligated.
The obligation to maintain confidentiality does not exist or ends if and to the extent that the customer proves that
the relevant information becomes generally known without their fault, was lawfully obtained
from a third party, must be presented in court proceedings, or
was already generally known at the time it was obtained.
12.2 The customer is only entitled to pass on the information obtained in the context of this contract to third parties with our
consent in text form. Employees of the customer
and approval authorities are not considered third parties within the meaning of this regulation; however, such persons must be obligated to maintain confidentiality
in accordance with the above regulations.
13.1 The law of the Federal Republic of Germany applies exclusively, excluding the UN Sales Convention (CISG).
The place of jurisdiction is Saalfeld. However, we are also entitled to sue at the customer's principal place of business.
13.2 The place of jurisdiction is Jena. However, we are also entitled to sue at the place of performance and
the principal place of business of the customer.
13.3 If individual provisions of these terms and conditions are or become ineffective,
the effectiveness of the remaining provisions shall not be affected. If a partial clause is invalid,
the effectiveness of the remaining part of the clause remains unaffected if it is separable from the invalid part,
understandable in itself, and results in a remaining sensible regulation in the overall context of the contract.
13.4 Should any provision of this contract be ineffective or become ineffective,
the effectiveness of the remaining provisions shall not be affected. In such a case, the contracting parties are obliged
to cooperate in creating provisions that achieve a legally effective result
as close as possible to the economic result of the ineffective provision.
