Shortly the english version will follow.
danner pc
gesteuerte systeme
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. General remarks
The general terms and conditions of sale and delivery set out
below and referred to in the following as "General Terms"
shall be applicable to all deliveries and offers made by danner
pc gesteuerte systeme, referred to in the following as "Contractor".
Any counter-confirmations made by the customer with reference to his
own general terms and conditions or conditions of purchase are thus
excluded. Any deviations from these General Terms shall be effective
only if they have been confirmed in writing by the Contractor.
2. Offer and subject matter of the contract
Our offers are non-binding as to services, prices, quantities,
delivery periods, and ancillary work. With regard to the supply
quantity, the offer shall be limited to the stock in terms of a
generic obligation. We explicitly reserve the right to technical
alterations.
3. Scope of services
The customer buys from the Contractor the devices specified in
the invoice, or software only, on the terms and conditions set out
below. The invoice shall be part of this contract.
4. Software installation
The installation of software shall be performed by the customer
unless specifically agreed otherwise. In the latter event, it has to
be stated specifically when the software concerned was ready to
operate. After checking whether the system concerned meets the
installation requirements and whether the user's specified
requirements have been met, the termination of the installation
preparation procedure, plus acceptance and the accompanying measures
agreed upon have to be stated in the invoice.
5. Prices, packaging and shipping
(1) Our prices are always those stated on our web site at the
time of the order placement concerned. We reserve the right to
correct prices in the event of typing errors or calculation errors.
Unless explicitly agreed otherwise in writing, our prices are ex
dispatch location exclusive of packing, freight or original freight.
Packing and shipping costs shall be borne by the customer. The
Contractor shall not be bound to the prices stated if a delivery
period of more than 4 months from the date of receipt of the order
placement has been agreed upon. In this event, the prices valid on
the date of delivery shall be charged.
(2) Packages will become the customer's property and shall be
charged by the Contractor. Postage and packing costs will be
invoiced separately. The mode of shipping shall be selected at the
Contractor's best discretion or according to the customer's wishes.
6. Delivery period
(1) The delivery period begins with the receipt of the order
placement. It shall not begin, however, before any documents,
approvals or releases to be provided by the customer have been
procured and not before receipt of any advance payment agreed. The
delivery period has been met if readiness for shipment has been
communicated or if the delivery item has left the storage area
before the delivery period has expired.
(2) If the delivery period has been exceeded, the customer shall
be obligated to set a grace period of at least two weeks.
(3) Any claims for compensation by the customer due to delay in
delivery or impossibility of delivery during these two weeks shall
be excluded. In the event of acts of God, industrial disputes or
similar occurrences, plus in the event of non-delivery by upstream
suppliers, the contractor's delivery period shall be extended
accordingly. In the event of a subsequent impossibility to perform
the work ordered, the Contractor shall be entitled to cancel the
contract, which shall not entitle the customer to claim any damages.
(4) Part deliveries shall be permissible within the delivery
periods specified by the Contractor.
7. Transfer of risk, warranty for goods delivered and maintenance
(1) If the customer collects the goods from the Contractor's
premises, the risk of accidental destruction or accidental damage
shall immediately transfer to the customer. Otherwise, the risk
shall transfer to the customer as soon as the consignment has been
handed over to the person effecting shipment or has left the
Contractor's storage area for shipment. All consignments shall
travel at the customer's risk, even if shipment with no charge to
the customer has been agreed upon.
(2) The warranty period begins as soon as the goods concerned
have been delivered. Complaints about obvious defects in the quality
of the goods received or in the Contractor's services must be made
in writing without delay, but no later than two weeks after receipt
of the goods or services. Provable hidden defects must be reported
in writing immediately upon discovery. If defects are not reported
in due time, the goods shall be considered as approved, and any
warranty rights of the customer shall become forfeited.
(3) In the event that the Contractor fails to perform the
warranty work within a reasonable period, the customer shall be
entitled, at his choice, to either claim reduction of the
remuneration for the goods/services received or cancellation of the
contract. Only the immediate customer is entitled to warranty claims.
They cannot be assigned to third parties. Unless otherwise agreed,
warranty work shall be performed during normal working hours.
(4) The Contractor shall not assume any warranty obligation for
any defects incurred by natural wear and tear, incorrect or
negligent handling or operation, or by extraordinary operating
conditions.
(5) In the event that repairs or alterations are performed on the
delivered items by the customer or by a third party without the
Contractor's prior written consent, any warranty shall become
invalid. This shall not apply if the customer is able to
unmistakably prove that the defects in question have not been caused
by him or the party performing the alterations.
(6) Within the delivery period, the Contractor reserves the right
to such modifications in design or form of the items delivered that
are due to technological improvements or legislative requirements,
unless the items delivered will be modified or altered considerably
and the customer cannot reasonably be expected to accept such
modifications.
8. Limitations on liability
(1) The limitations on liability mentioned below shall not apply
to such loss or damage that are caused by intent or gross negligence,
or the absence of warranted qualities, and personal injuries.
(2) Neither the Contractor nor his vicarious agents shall be
liable for claims for damages resulting from impossibility of or
delay in performance, from positive breach of claims, from culpa
in contrahendo, and from tortious acts. The customer himself
shall be responsible for protecting his data stock. Liability for
any loss of data shall be excluded unless this data loss results
from the Contractor's intentional or negligent action or failure to
act, or is due to the absence of qualities warranted by the
Contractor. Any claims for damages shall be limited to those damages
whose occurrence the Contractor had reasonably had to expect upon
conclusion of the contract. In the event of damage, the amount of
damages shall be limited to the contract value.
(3) The Contractor shall not be liable for damages incurred by
maloperation of the data processing equipment or by the lack of
regular data protection in the form of backup copies.
(4) Moreover, the Contractor shall not be liable for any lack of
economic success or for claims made by third parties that are not
part of the privity of contract.
9. Payment for purchases and maintenance
(1) Unless agreed otherwise, the Contractor's invoices shall be
payable within 14 days without deduction.
(2) Checks shall be accepted on account of performance only and
can be returned at any time. In any event, checks shall be valid as
payment only after they have been cashed.
(3) In the event of delay in payment, the Contractor shall be
entitled to charge default interest to the amount of at least 3%
above the base interest rate prevailing at the relevant time, in
accordance with the German discount rate transference act, but at
least 6% per annum.
(4) Offsetting shall not be permissible except for those
counterclaims that have been recognized by us or by declaratory
judgment. Retention of payment by the customer because of
counterclaims from other contractual relationships shall be excluded.
10. Retention of title
All goods delivered by the Contractor shall remain his property
until any and all claims arising from this business relationship
have been fully paid and compensated. This shall also apply to
conditional claims. Any access by third parties to the goods owned
or co-owned by the Contractor shall be reported by the customer
without delay. Any intervention costs resulting from such actions
shall be borne by the customer. Any claims arising from the resale
of the goods subject to this retention of title or from any other
legal grounds related to them (including any and all balance claims
from the current account) shall be assigned in full by the customer
to the Contractor for purposes of security. The Contractor grants
the customer a revocable authorization to collect on his own account
and in his own name the claims assigned to the Contractor. This
authorization to collect can be revoked if the customer does not
meet his obligations to pay in due time.
11. Cancellation
(1) In the event that the customer's financial position
deteriorates substantially so that his solvency can reasonably be
doubted, the Contractor shall be entitled to cancel this contract or
to retain his deliveries and services and set a reasonable period
for the customer to pay advance payments or provide securities.
After expiration of this period, the Contractor shall be entitled to
cancel the contract.
(2) In the event that the customer cancels without justification
an order he placed, the Contractor, irrespective of the option to
claim higher damages, shall be entitled to demand 10% of the sales
price for the cost incurred by the handling of the order and for
lost profit. It is left up to the customer to prove any lesser
damage.
12. Transferability of claims
The customer shall not be entitled to transfer his claims from
this contract to third parties.
13. Data protection
The customer authorizes the Contractor to process, save, and
evaluate the customer's data obtained in connection with this
business relationship in accordance with the Federal German Data
Protection Act (Act for protection against the misuse of personal
data in data processing).
14. Final provisions
(1) This contract regulates all rights and obligations of the
contracting parties, except for the separate license terms. There
are no other agreements. Modifications to this contract shall be
effective only if made in writing, if referring to this contract and
if signed by both parties. This shall also apply to modifications of
the requirement for written form.
(2) The place of performance shall be Waiblingen, Germany. The
sole place of jurisdiction for all disputes between the contractual
parties, including lawsuits arising out of a bill or a check, shall
be, if this can be agreed, Waiblingen.
(3) The sole governing law shall be that of the Federal Republic
of Germany, excluding the UN Sales Convention (United Nations
Convention on Contracts for the International Sale of Goods).
(4) In the event that one of these stipulations is not effective,
the effectiveness of the remaining stipulations shall not be
affected thereby. Ineffective stipulations shall be replaced by such
effective arrangements that largely achieve the desired business
purpose.
danner pc gesteuerte systeme
alte waiblinger strasse 37
d-71336 waiblingen
Tel.: 0049 7151 923951
Fax.: 0049 7151 923952
info@danner-pcsys.de
http://www.danner-pcsys.de
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