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General conditions of contract, delivery and payment

§ 1 Scope of application, exclusion of validity of deviating terms and conditions of business
(1)	All offers, deliveries and services of our company are done on the basis of these general conditions of contract, delivery and payment. The following terms only apply to companies in the sense of § 14 of the German Civil Code, a corporate body under public law or a public law special fund (hereinafter referred to as “client”). They apply even without renewed express notification for future offers, delivery and services rendered to the client.
(2)	Our conditions apply exclusively. The validity of the client’s deviating or supplementary terms and conditions of business are expressly objected.

 

§ 2 Contract conclusion, scope of delivery, prohibition of assignment of claims
(1)	Our offers are subject to change and non-binding for us. Conclusions and agreements will become binding through our written order confirmation or through our delivery. The same applies for amendments, alterations and subsidiary agreements.
(2)	All information about our products especially those images, indications of measurements and services as well as other technical information contained in our offers and printed materials is to be considered as an approximate average value. Standard tolerances in quantity, weight, number of units and measurements remain expressly reserved.
(3)	For the scope of delivery and service, our written order confirmation or, if this is not available, our offer is decisive.
(4)	If at the end of an offer changes are made on the products over the course of technical further development, we are allowed to deliver the technically altered version. We are entitled to deviate from images, drawings, descriptions, colours, measurement, weight, quality and other details if they are reasonable for the client under consideration of mutual interest. The client is obligated to inform us when awarding the contract if we are not allowed to deviate from specifications and guidelines.
(5)	We do not check the accuracy of the client’s guidelines based on the offer or order confirmation.
(6)	All agreements, subsidiary agreements, assurances and contract alterations require the written form. This also applies to the waiver of the written form itself.
(7)	Documents such as drawings, images, descriptions, indications of weight and measurements that are based on the offer only become subject matter of the contract if these are expressly the content of our offers. We reserve the right to make alterations if these alterations are not of the fundamental kind and the contractual purpose of delivery is not restricted in an unreasonable way for the client.
(8)	The client is not entitled to assign or transfer claims or rights from the business connection to third parties without our consent. The same applies for claims against us and rights by operation of law.
(9)	The authorisations necessary for the execution and operation of delivered objects will be procured by the client at its own expense. The client has to refund us all expenses which arise because of assisting the client in this connection.

 

§ 3 Rights of the client to standard software
(1)	The following conditions apply to our software products and the usage rights to these. § 11 applies additionally to the liability for material defects.
(2)	The licence conditions will be approved by the client upon receipt of the delivery or service, at the latest with the installation of the software.
(3)	We grant the client a non-exclusive and non-transferrable usage right to the computer programme and the pertinent documentation and subsequent amendments (hereinafter referred to as “software”) for in-house use. Copyright, ownership and all other rights to the software including the copies remain with the manufacturer. The client has no claim to allocation of the source programme.
(4)	It is possible that the software contains copy protection. Avoiding copy protection contained in the software presents a contravention of a law.
(5)	A duplication of the software, regardless of the type and on which medium, with the exception of one that is expressly marked as backup copy, is not permitted; this also applies for personal usage, unless the duplication serves the purpose of decompilation under the strict conditions of § 69e of the Copyright Act. The client has to guarantee that the software is not made accessible to third parties without our prior written consent.

 

§ 4 Proprietary rights and tools
(1)	We reserve the right to samples, cost estimates, advisory notes, drafts, drawings, models, templates and other documents and similar information of material and immaterial kind – also in electronic form – proprietary and copyrights and other industrial property rights. These may not be accessed to third parties and are to be returned to us at our request.
(2)	After delivery of products as per the client’s drawings, samples or other documents, the client will guarantee that third party proprietary rights are not violated. The client is obligated to indemnify us from legal proceedings and claims in case these arise. The client has to refund us costs arising as a result of being held liable (including attorney’s fees).
(3)	Tools for the manufacture of the object to be delivered which we produce remain our property even if the client will be charged prorated costs for these.
(4)	Copies or other duplications may only be made for the agreed upon purpose. Neither originals nor duplications may be given to third parties or made accessible to them in any other way.

 

§ 5 Third party industrial property rights and copyrights; defects of title
(1)	If nothing else has been agreed upon in writing, we are obligated to deliver only within the Federal Republic of Germany free from third party industrial property rights and copyrights (in the following: proprietary rights). If a third party asserts justifiable claims against the client due to violation of proprietary rights through a delivery made by us and used according to the contract we will be liable vis-à-vis the client as follows: we will decide, at our own expense, either to obtain a usage right for the relevant deliveries, alter them in such a way that the proprietary right is not violated or exchange them. If this is not possible for us in appropriate conditions, the client has the statutory right to withdraw from the contract or demand reduction. The client cannot demand compensation for wasted expenses.
(2)	Our obligation to compensate complies with § 13.
(3)	The aforementioned obligations on our part only exist if the client has immediately informed us in writing about the claims asserted by third parties, does not acknowledge any violation and we are subject to defence measures and conciliation proceedings. If the client stops the usage of the delivered object due to mitigation of damages or other reasons, the client is obligated to inform the third party that stopping the usage is not connected with acknowledgement of violation of a proprietary right.
(4)	Claims of the client are excluded if the client is responsible for the violation of the proprietary rights.
(5)	Claims of the client are furthermore excluded if violation of proprietary rights, through special specifications of the client, is caused by an application that we could not foresee or due to the delivered object being altered by the client or it is used together with products that were not delivered by us.
(6)	If there are other defects of title, the regulations of §§ 10, 11 apply accordingly.
(7)	Advanced claims or claims other than those regulated in §§ 5, 10 and 11 of the client against us and our assistants due to defects of title are exempted.

 

§ 6 Prices, payment, offsetting and rights of retention
(1)	The stated prices apply for delivery ex works and are net prices excluding the respective applicable VAT, even if this is not separately shown, excluding costs for packaging, freight, cartage, assembly, start-up, postage, insurance, duties, probable bank and payment transaction costs as well as other extra charges.
(2)	Payments are due as follows:
	a)	30% of the order value upon receipt of order confirmation
	b)	70% upon delivery/notice of readiness for despatch
(3)	The payments are to be made within 30 days from the invoice date without deduction, to be received at the point of payment stated by us. If the client is in arrears, the aforementioned date of payment no longer applies and the invoice amount is due for payment immediately and without deduction.
(4)	In case of arrears, we are entitled to make subsequent deliveries conditional on the complete settlement of the arrears even in connection with other contractual relationships between us and the client.
(5)	If payment conditions are not adhered to, an application for institution of insolvency or settlement proceedings on the assets of the client is made or known or discernible conditions which in our discretion have made justifiable doubts about the client’s credit worthiness arise, namely such facts which were present at the time the contract was concluded but we were not aware of or we did not have to be aware of, in this case we are entitled, regardless advanced statutory rights, to stop supply and demand advance payment for outstanding deliveries or provision of securities that are convenient for us and upon unsuccessful laps of an appropriate grace period for the provision of such securities – irrespective of further legal rights – to withdraw from the contract. The client is obligated to compensate us all the damages that arise due to non-execution of the contract.
(6)	In case of considerable increases of material costs, wage increments or increase of energy costs between contract conclusion and delivery, we are entitled to increase the remuneration unilaterally (§ 315 German Civil Code) if there are more than four months between contract conclusion and delivery.
(7)	If we take blanket and call orders, we reserve the right to adjust prices in case of considerable material price fluctuations within the duration of confirmed blanket and call orders for orders that have not yet been made with a notification period of four weeks if our costs increase especially due to material cost increments, wage increments or increase of energy costs by more than 5%. If the price increase amounts to more than 10%, the client is entitled to withdraw.
(8)	We are entitled to demand interest payable after due date amounting to 5% above the respective base lending rate without the need for prior warning.
(9)	Offsetting with disputed, not legally determined and counterclaims that of the client that aren’t ready for decision is excluded. The client’s notice of defects influence neither payment obligation nor the due date and the client waives the exercising of the right to withhold performance/retention right unless we or our legal representatives or assistants are blamed for gross contractual violation or the client’s counterclaims based on the right to withhold performance/retention right are undisputed, legally determined or ready for decision.
(10)	The client defaults upon lapse of 30 days starting from the due date unless there are reasons which lead to an early occurrence of default (e.g. warning or determinable payment term). Starting from occurrence of default, our receivables will earn interest amounting to 8% annually above the base lending rate.
(11)	We will charge EUR 10.00 for each warning. The client is subject to prove nonexistent or marginal damage.
(12)	We only accept checks and drafts after previous agreement on account of performance. Interest and costs will be borne by the client.

 

§ 7 Term of delivery, partial deliveries, quantity variances
(1)	Time limits and due dates only apply roughly if they are not expressly marked as binding in our confirmation letter.
(2)	Agreed upon delivery dates are not considered as set due dates. The agreed upon delivery date basically starts with contract conclusion, but not before complete receipt of any documents to be brought by the client such as drawings authorised by the client, approvals for documents to be procured, permits, information that is necessary for the execution of the contract, clarification of all commercial and technical questions between the contractual parties as well as the fulfilment of all obligations of the client, e.g. making an agreed upon down payment or settling due payments from previous deliveries.
(3)	The delivery date is considered as adhered to if the object to be delivered has left our plant or the client is informed that it is ready for despatch if it cannot be delivered due to reasons on the part of the client.
(4)	The delivery date extends appropriately in cases of force majeure as well as when extraordinary, unforeseeable events such as riots, strikes, lockout, fire, confiscation, embargo, legal or official restrictions of energy consumption or incorrect and/or late self delivery, if we are not responsible for these events, we could not divert these despite reasonable caution and they have an impact of the timely fulfilment of the contract. If the delivery date extends inappropriately due to such circumstances, the client has the right to withdraw from the contract upon lapse of the grace period to be set by him or if the client is interested in partial delivery, he can withdraw from the unfulfilled part of the contract. If we have already provided part of the service, the client can only withdraw from the entire contract if he is not interested in the partial services provided.
(5)	If after setting of a 14-day grace period and its lapse the acceptance of goods or despatch delays due to a reason for which the client is responsible, we are entitled to demand immediate payment of purchase price or withdraw from the contract or reject the fulfilment and demand compensation instead of full performance. The setting of the time limit has to be done in writing. We do not have to point out once again the rights from this clause. In case of compensation, the compensation to be paid amounts to at least 15% of the net delivery prices. Proof of another amount of loss or that no loss was incurred remains reserved for both parties. After setting and unsuccessful lapse of a 14-day grace period, we are entitled to dispose of the object to be delivered and supply the client with an appropriate, extended time limit.
(6)	If we delay delivery, the client is entitled to withdraw from the contract or as long as the client is interested in a partial delivery, to withdraw from the unfulfilled part of the contract after setting an appropriate date for subsequent delivery and unsuccessful lapse of the time. If we have already provided a part of the service, the client can only withdraw from the entire contract if he does not have verifiable interest in the partial services provided. Withdrawal is excluded if the client is in acceptance default. Advanced claims of the client – especially compensation claims even for subsequent damages – are excluded, as long as § 13 does not determine something else.
(7)	We are not in default as long as the client defaults in the fulfilment of obligations and even those from other contracts.
(8)	Delivery prior to lapse of the delivery date and partial deliveries are acceptable if opposing interests of the client are not affected unreasonably.
(9)	The acceptance is considered done within 10 days after delivery if such is provided for by contract or statute except when otherwise agreed upon in writing.

 

§ 8 Risk transfer, delivery, packaging
(1)	If nothing else has been agreed upon, we will select the packaging, mode of despatch and despatch route.
(2)	Our deliveries occur ex works in the absence of deviating agreement.
(3)	The client can request in writing that the goods be insured against risks to be described by him at his own expense.
(4)	If it is agreed upon that the client collects the provided product, the risk of its coincidental loss and its coincidental deterioration at that point in time is transferred to the client in that he gets notified that he can collect the product.
(5)	Subject to paragraph 4 above, risk in all cases including the risk of confiscation even in freight-free delivery is transferred to the client with the handing over of the object of delivery to the transporting person. This also applies if we transport the product ourselves or we get someone to transport it, even if we took over the despatch or delivery at our own expense. If despatch is delayed due to reasons the client is responsible for, the risk is transferred to the client with the notification of readiness of despatch of the object to be delivered.
(6)	If the despatch is delayed because we are exercising our retention right as a result of the client’s total or partial payment default or due to another reason for which the client is responsible, risk is transferred to the client at the latest as from the date of notification of readiness of despatch.

 

§ 9 Retention of title
(1)	We retain title of the delivery item until all claims arising from the business relationship against the client including cheques and drafts as well as any claims for recourse arising from cheque or draft payments made on account of performance are fully settled. In case of payments in the so called cheque-draft procedure, we retain title of the delivery item until the recourse risk arising from the drafts given to us lapses.
(2)	A processing or alteration of the delivery item is carried out for us by the client without any obligations arising. If the client combines, mixes, blends or processes the delivery item with other goods, we gain co ownership of the product that arises. The co ownership share is determined by the ration of the invoice value of the delivery item at the value of the newly manufactured product. The combining, mixing, blending or processing of the delivery item is acceptable in the proper course of business as long as we retain the preceding security interests.
(3)	The client is allowed to sell the delivery items and the items (hereinafter referred to as retained item) arising from them as per paragraph (2) in the proper course of business if the client guarantees the extended retention of title (assignment of claim according to paragraph 4 hereinafter). Other acts of disposal especially pledging, renting, lending or assignment of securities is not allowed.
(4)	The client assigns claims that arose or are still arising from the sale or other usage of the retained item to us and we accept the assignment. If the retained item was in our co ownership, the assignment only covers the share of the claim that corresponds to the co ownership share.
(5)	The client has revocable authority to dispose of the retained item, to process, combine, mix and blend the retained good as well as collect the assigned claims only in the proper course of business. The revocation can only occur if the client does not fulfil its obligations, particularly its payment obligation as per this contract, if the client is unable to pay or is over indebted or if insolvency proceedings were instituted on his assets. In this case, the client has to notify the debtor about the assignment upon our request; we are also entitled to disclose the extended retention of title to the client’s client. The client is obligated to give us the name/company of its client and the address in case of revocation of the collection authorisation.
(6)	The client’s authorisation for the disposal of the retained item as well as the processing, combining, mixing, blending and furthermore for collection of the assigned claims expires without the need for express revocation when inability to pay occurs, in case of suspension of payment, institution of insolvency proceedings on the client’s assets by the client or a third party or in case of determination of over-indebtedness.
(7)	In case of paragraph (5) and (6), we are entitled to take possession of the retained items after unsuccessful lapse of an appropriate period. The client is obligated to hand over. The client is obligated to give us the name/company of the debtor of the assigned claim immediately. We are entitled to disclose the extended retention of title to the client’s client under the mentioned requirements.
(8)	If the value of the securities given to us exceeds the secured claims by more than 20%, we are obligated upon the client’s request to release the exceeding securities at our own discretion.
(9)	The client has to inform us in writing about impending or fulfilled access of third parties to the retained item or the assigned claims and hand in the documents necessary for an intervention. Intervention costs, to which any legal costs belong, will be borne by the client internally between us and the client.

 

§ 10 Guarantee
(1)	Subject to § 11 hereinafter, we are liable for defects of quality and title of the delivery item in accordance with the following provisions.
(2)	Certain characteristics are basically considered only as guaranteed by us if we have expressly confirmed this. A guarantee is considered as accepted by us only if we describe a characteristic as “guaranteed” in writing.
(3)	The delivery item is to be checked for completeness and damage of the packaging upon acceptance or receipt by the client. Complaints are to be sent to us in writing immediately.
(4)	Obvious defects, wrong quantities or wrong deliveries are to be notified in writing by the client immediately at the latest 8 days after service provision – also regarding a part of the service which the client can use. Concealed defects are to be notified in writing at the latest within the guarantee period mentioned in paragraph (7). This should be done prior to combining, mixing, processing or installation.
(5)	When delivering, obvious defects the respective transport company or deliverer must be immediately notified and the recording of the defects is to be done by the transport company/deliverer on the despatch documents especially the consignment note. A copy of the consignment note is to be sent to us immediately. Notifications of defects have to contain a detailed description of the defect. A notification of defect that is not done in due time and in the proper form excludes any rights of the client to guarantee.
(6)	We are to be given the opportunity to jointly determine the reported objections and be present when samples are being taken for material.
(7)	If nothing else is agreed upon, all claims for defects become time barred within 24 months after risk transfer. There is no limitation restriction if the delivered object has been used for a structure according to its usual mode of use and has caused its defectiveness as well as in case of § 478 of the German Civil Code (recourse action). Instead, the statutory limitation period applies.
(8)	For replaced or repaired parts within the framework of guarantee, no new limitation period will be set.
(9)	As long as nothing else is determined in § 10, our guarantee for defects of quality and title is restricted to supplementary performance. Within the framework of our obligation to supplementary performance, we are entitled to choose whether to rectify or replace. If we do not fulfil this obligation within the appropriate period or if rectification fails despite repeated trial, the client is entitled to reduce the purchase price or withdraw from the contract. Cancellation of the contract is excluded if the defects are only insignificant. Furthermore, if we have provided defect-free partial delivery, a cancellation of the entire contract is only acceptable if the client has no verifiable interest in the partial deliveries. Claims, especially claims for reimbursement of expenses or compensation claims exist only within the scope of regulations of § 12. Replaced parts are to be sent to us upon request.
(10)	The client has to send us the defective goods for rectification or replacement at his own risk unless the return consignment is impossible according to the type of delivery. We bear the accruing transportation costs for purpose of supplementary performance only from the place where the purchase item was delivered and only up to a maximum of the purchasing price amount. Replaced delivery items and parts thereof are transferred to our ownership/remain our property.
(11)	The client has to give us the time and opportunity necessary for the rectification/replacement. Only in cases where industrial safety is endangered, aversion of disproportionately large damages or in case of delay of rectification of defects by us, the client has the right to rectify the defect or have third parties do it after informing us previously. The client is entitled to demand compensation of the necessary costs.
(12)	Recourse action as per §§ 478, 479 of the BGB only exist if the consumer’s claim was justifiable and only in the statutory scope, not for fairness regulations that were not agreed upon with us and calls for the observation of the duties of those entitled to recourse, especially the observation of any notification obligations.
(13)	The further processing or installation of goods delivered by us is always considered as a waiver of notification of defects if the defects were obvious.
(14)	In case of justifiable notification of defects, payments of the client may only be retained in the scope which is in an appropriate relation to the arisen defect in quality. If the notification of defects is unjustifiable, we are entitled to demand compensation of the expenses which have arisen due to this.
(15)	No warranty claims exist especially in the following cases: inappropriate or improper usage, defective assembly or operation by the client or third party, natural wear and tear, defective or negligent handling, inappropriate equipment, inappropriate building ground, mechanical, chemical, electrochemical, electrical and comparable influences which do not correspond to the stipulated average standard influences.
(16)	Defect claims do not exist only in case of insignificant deviation from the agreed upon or usual quality or usability.
(17)	The recognition of defects of quality always requires the written form.
(18)	Our guarantee does not cover the appropriateness of the delivery item for the purpose for which the client intends to use it if it deviates from the usual purpose if this has not been agreed upon in writing.
(19)	If the client delivers parts or materials for processing or as addition for handling an order, no receiving inspection for defects that are not obvious will be carried out unless it is otherwise agreed upon expressly.

 

§ 11 Defects of quality in software
For defects of quality in software, the following conditions apply additionally to § 10. In case of contradiction, the conditions in this § 11 take precedence.
(1)	The contractual parties agree that it is not possible to develop EDP programmes in such a way that they are accurate for all application conditions.
(2)	During the statutory guarantee period, the manufacturer guarantees that the software does not have any defects. There is a defect if the software does not fulfil the functions stated in the specification of services.
(3)	If such defects are present, the manufacturer is entitled to choose whether to rectify the defect or replace the software. If the manufacturer does not manage to rectify or deal with the defect through subsequent performance during an appropriate period, the person ordering can demand reduction of the licence fee or withdraw from the licence contract if the person ordering cannot make use of the software according to the contract. This is done under consideration of the statutory exceptional cases.
(4)	If there is only an insignificant defect, the person ordering is only entitled to a reduction of the licence fee.
The preceding paragraphs contain ultimate regulations on the guarantee for the software and exclude other warranty claims.

 

§ 12 Withdrawal, impossibility of contract fulfilment
(1)	Apart from in the cases regulated in these conditions, the client can also withdraw from the contract through a written statement if fulfilment of the contract prior to risk transfer has become totally impossible. In case of partial impossibility the right to withdraw only exists if the client is not interested in partial service/partial performance. Besides, he can demand an appropriate reduction of the price. Advanced claims of the client against us are excluded if nothing else has been agreed upon in § 13. Furthermore, withdrawal from the contract is only acceptable if the breach of contract is considerable.
(2)	If none of the contractual partners are responsible for the impossibility, we have a right to a part of the remuneration which corresponds to the services provided.

 

§ 13 Liability
(1)	We are liable for damages regardless of the legal basis only
	a)	if we, our legal representatives, managerial employees or assistants are accused of intent or gross negligence
	b)	in case of culpable injury to life, body, health
	c)	in case of culpable breach of essential contractual duties
	d)	in case of defects which we maliciously do not disclose or whose absence we have guaranteed
	e)	if we are liable according to product liability law for personal or physical damage of privately used objects
	We are not liable for advanced claims for compensation.
(2)	In case of culpable breach of essential contractual duties, we are restrictedly liable only for the damages that are typical for the contract and those that are reasonably foreseeable. The foreseeable damage that is typical for the contract is to be set in the amount of the contract value of the concerned service.

 

§ 14 Export to the USA and Canada
(1)	The client is not entitled to export our products to the USA and/or Canada directly or indirectly even through third parties or even by using other means. The client is obligated to impose corresponding obligations to its clients.
(2)	The client indemnifies us from all third party claims which are asserted against us from the USA and/or Canada as a result of the client’s export to these countries even if we were in agreement with export to these countries.

 

§ 15 General conditions for service
For our services including the assembly and start-up contained in our scope of delivery, the following conditions apply additionally:
(1)	The services are charged according to time expenditure excluding statutory VAT. The prices conform to the respective applicable charge rates for services. Costs for materials, spares, travelling, accommodation and the like will be charged separately.
(2)	Service covers the maintenance of the equipment. Maintenance is the performance which is necessary as a precaution for maintenance and proper function.
(3)	Repair covers the servicing of the equipment. Servicing is the elimination of faults that have occurred. If in the course of service it becomes apparent that repairs are necessary, the client will expressly point this out and then decide whether the repairs should be carried out. If the client rejects the suggested repairs, the agreed upon performance will be executed as long as this is possible under the given conditions. We cannot be made responsible for the damages to persons and goods which arise due to repairs that were not carried out.
(4)	The client certifies the working, travelling and waiting periods as well as service rendered for our service staff, the materials used and the arisen extra charges on the certificate presented by the service staff. If service for which a fixed price has been determined is interrupted and we are not responsible for these reasons, the additional costs will be additionally charged according to our rates. If the client refuses to certify or if our staff is not able to obtain the certification due to other reasons, the calculation will be done according to the assembly certificates filled out by our staff.
(5)	Tasks which are not listed in positions separated with quantity and price which we carry out are to be additionally remunerated according to our charge rates. The same applies to additional costs which arise if service is interrupted due to reasons for which we are not responsible.
(6)	The fee for service, spares and other material consumption is payable within 30 days without deduction after receipt of the concerned invoice. Payments are to be made in cash or via transfer to the point of payment. A payment is effected as soon as we can finally dispose of the amount.
(7)	The client is obligated to provide assistance during the execution of the tasks. In particular, he has to provide heating, air conditioning, lighting, water and energy including terminals as well as provide the necessary appropriate assistants, give information about the position of concealed cables or give similar information and provide the necessary dry, lockable rooms for storing tools as well as a common room for the assembly staff. Furthermore, the client has to support our staff in such a way that they can work according to the safety regulations, procure the authorisations for entry for our assembly staff and any necessary work permits for work outside the Federal Republic of Germany and also point out important safety regulations.
(8)	Period of service or service times are only binding if they have been described as such in the order confirmation.
(9)	We are not in default if the maintenance or service work is stopped due to circumstances for which we are not responsible.
(10)	If damages arise on the part of the client due to a delay caused by our fault, the client is entitled to demand compensation for delayed completion. For each full week of delay, it amounts to 0.5% or 5% at the most in total of the value of the service. The assertion of a higher or lower claim is reserved to both parties.
(11)	We remain owners of the delivery item until all payments have been received. Until full payment is made, we are entitled to dismantle the installed parts again if the client is in default.
(12)	Defects of the services are to be notified to us in writing. The client bears the cost of this notification.
(13)	If our services are subject to the statutory warranty deed, the preceding § 10 applies accordingly.
(14)	Our liability for significant third party products is restricted to the assignment of liability claims which we are entitled to against the supplier of third party products.
(15)	We are not responsible for damages which arise due to the following reasons (as long as these are not caused by us):
	-	inappropriate or improper usage
	-	neglected or insufficient maintenance
	-	wrong assembly or operation by the client or third party
	-	natural wear and tear
	-	wrong or negligent handling
	-	inappropriate equipment
	-	chemical, electrochemical or electric influences
	-	poor construction work
	-	inappropriate building ground.
(16)	The client has to give us the necessary time and opportunity to carry out the necessary repairs at our sole discretion, otherwise liability for defects is not applicable.
(17)	Within the framework of our warranty deed, the costs for the spare part will be borne by us including forwarding charges as well as installation and dismantling costs.
(18)	The warranty period for the spare part and the repair is 6 months but it runs at least up to lapse of the original warranty period for the delivered equipment.
(19)	As soon as we have informed the client about completion of the assembly, the client is obligated to accept the assembly. The equipment is considered as accepted after successful operation on a trial basis, even if the client was not present despite being requested. Parts of the service that are self contained are to be accepted in particular. If the equipment has been used fully or partially or if acceptance is delayed and it is not our fault, the acceptance is considered to have happened upon lapse of two weeks after notification of completion. The client is only entitled to use the equipment prior to acceptance with our express approval. The already installed parts of the equipment are considered as accepted with the usage.

 

§ 16 Non-disclosure
(1)	The contractual partners are obligated to keep in confidence all the information on software and documents which are legally protected that they become aware of before or during contract executions or which contain business and operating secrets or are classified as confidential even after termination of the contract unless the information is public knowledge without breach of the non-disclosure obligation. The contractual partners store and protect these objects in such a way that third parties have no access to them.
(2)	The client makes the contractual object accessible only to employees and other third parties who need the access for exercising their duties. The client instructs these persons about the need for non-disclosure.
(3)	We process the client’s data necessary for business transaction under observation of the data protection regulations. We may name the client as a reference upon successful conclusion of performance.

 

§ 17 Place of fulfilment, legal venue, applicable law
(1)	Place of fulfilment for all claims arising from the business relation is 72379 Hechingen, Germany.
(2)	Legal venue for all claims arising from the business relation including those from drafts and cheques is the court in whose district we are domiciled. However, we are entitled to sue the client at its place of general jurisdiction.
(3)	The law of the Federal Republic of Germany applies exclusively to these general terms and conditions of business and the entire legal relationship between us and the client. The application of the CISG as well as the international private law is excluded.
(4)	If individual clauses be or become ineffective, the effectiveness of the rest of the clauses will not be affected by this.
(5)	If a regulation becomes wholly or partially ineffective, the contractual partners will make an effort to achieve the economic success they aimed for by using other legally acceptable methods.
(6)	Changes to these general terms and conditions of business require the written form. The requirement of the written form can also be done away with in writing.

 

As at December 2008 CTS GmbH Lotzenäcker 21 72379 Hechingen