§ 1 Validity
(1) All deliveries, services and offers ConnectedView UG (haftungsbeschränkt), Cronenfelder Str. 31, 42349 Wuppertal, Germany (hereinafter referred to as “Seller”) are exclusively based on these General Terms of Delivery. These are an integral part of all contracts which the Seller concludes with its contractual partners (hereinafter also referred to as “Customer”) concerning the deliveries or services offered by the Seller. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) Terms and conditions of the Customer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller makes reference to a letter containing or referring to the terms and conditions of the Customer or a third party, this shall not constitute an agreement with the validity of those terms and conditions.
§ 2 Offer and conclusion of contract
(1) All offers of the seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific period of acceptance. The Seller may accept orders or assignments within 14 days of receipt.
(2) Solely decisive for the legal relationship between the Seller and the Customer shall be the purchase contract concluded in writing, including these General Terms of Delivery. This contract fully reflects all agreements between the parties to the contract on the subject matter of the contract. Oral promises made by the Seller prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties shall be replaced by the written contract unless it is expressly stated in each case that they shall continue to apply with binding effect.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the Seller’s employees are not entitled to make oral agreements deviating from the written agreement. To comply with the written form, telecommunication transmission, in particular by fax or e-mail, is sufficient, provided that a copy of the signed declaration is transmitted.
(4) Information provided by the Seller on the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics of quality, but descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations which are due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose.
(5) The Seller reserves the title or copyright to all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. Without the express consent of the Seller, the Customer may not make these items available to third parties, make them known, use them himself or have them used or reproduced by third parties, either as such or in terms of their content, without the express consent of the Seller. At the request of the Seller, he shall return these objects in full to the Seller and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excepted from this is the storage of electronically provided data for the purpose of normal data backup.
§ 3 Prices and payment
(1) The prices are valid for the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in EUR ex works plus packaging, statutory value added tax, customs duties in the case of export deliveries as well as fees and other public charges.
(2) Insofar as the agreed prices are based on the Seller’s list prices and delivery is not to take place until more than four months after conclusion of the contract, the Seller’s list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).
(3) Invoice amounts are to be paid within 30 days without any deductions, unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment. Payment by cheque is excluded, unless it is agreed separately in individual cases. If the client does not pay on the due date, the outstanding amounts shall bear interest at 5% p.a. from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
(4) Offsetting against counterclaims of the Customer or withholding of payments on account of such claims shall only be permissible if the counterclaims are undisputed or have been declared final and absolute or result from the same order under which the delivery in question was made.
(5) The Seller shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, he becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer and as a result of which the payment of the Seller’s outstanding claims by the Customer from the respective contractual relationship (including from other individual orders for which the same
§ 4 Delivery and delivery time
(1) Deliveries shall be ex works.
(2) Deadlines and dates for deliveries and services promised by the Seller are always approximate unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
(3) The Seller may – without prejudice to his rights arising from default on the part of the Customer – demand that the Customer extend delivery and performance periods or postpone delivery and performance dates by the period of time during which the Customer fails to meet his contractual obligations to the Seller.
(4) The Seller shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lock-outs, shortage of labour, energy or raw materials, difficulties in procuring necessary official permits, official measures or the failure of, incorrect or untimely delivery by suppliers) for which the Seller is not responsible. If such events make the delivery or service considerably more difficult or impossible for the seller and the hindrance is not only of temporary duration, the seller is entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service dates postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to the seller.
(5) The seller is only entitled to make partial deliveries if
– the partial delivery can be used by the customer within the scope of the contractual purpose,
– the delivery of the remaining ordered goods is ensured and
– the client does not incur any significant additional work or costs as a result (unless the seller agrees to bear these costs).
(6) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the Seller’s liability for damages shall be limited in accordance with § 8 of these General Terms of Delivery.
§ 5 Place of performance, dispatch, packaging, transfer of risk, acceptance
(1) Place of performance for all obligations arising from the contractual relationship is Click here to enter text, unless otherwise specified. If the seller also owes the installation, the place of performance is the place where the installation is to be carried out.
(2) The mode of shipment and packaging are subject to the dutiful discretion of the seller.
(3) The risk shall pass to the Customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or the Seller has assumed other services (e.g. dispatch or installation). If dispatch or handover is delayed as a result of a circumstance the cause of which lies with the client, the risk shall pass to the client from the day on which the delivery item is ready for dispatch and the seller has notified the client of this.
(4) Storage costs after the transfer of risk shall be borne by the customer. In the event of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per week elapsed. We reserve the right to assert and prove further or lower storage costs.
(5) The Seller shall insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Customer and at the Customer’s expense.
(6) Insofar as acceptance is to take place, the object of purchase shall be deemed to have been accepted if
– the delivery and, if the seller also owes the installation, the installation is completed,
– the Seller has notified the Customer of this with reference to the fiction of acceptance in accordance with this § 5 (6) and has requested the Customer to accept the goods,
– 12 working days have elapsed since delivery or installation or the customer has started to use the object of purchase (e.g. has put the delivered equipment into operation) and in this case 6 working days have elapsed since delivery or installation and
– the customer has failed to accept the goods within this period of time for any reason other than a defect notified to the seller which makes the use of the purchased goods impossible or significantly impairs their use.