General Terms and Conditions: Revision: 01 / 24.03.2009
of the company b+b Automations- u. Steuerungstechnik GmbH in the following briefly called b+b.
The following terms and conditions apply to all offers, orders and deliveries including assembly exclusively. Offers are without engagement and noncommittal. Orders apply as accepted with acceptance of the commodity, or if a written confirmation of order is given.
To software products additionally to our general terms and conditions solely our license conditions apply. Different terms of the orderer we herewith disagree explicitly.
The prices understand themselves as fixed prices starting from Beerfelden plus the valid value added tax. The costs of packing, shipping and insurance are not contained in the price. Invoice amounts are due within 10 days after invoice date, unless deviating terms of payment were stipulated. The complete receipt of payment on our account is decisive. Starting from the 2. reminder we will ask for reminder charges. With delay of payment we are entitled for the computation of interests for delay at a value of 5% over basis interest rate of the European central bank. For first delivery the payment takes place as prepayment or cash on delivery, for deliveries to foreign markets you have to pay with prepayment. Our conditions apply exclusively. Of it deviating conditions of the orderer do not have validity. We contradict deviating conditions of the orderer hereby expressly. Opposing trading conditions of the orderer do not become also subject-matter of the contract if not expressly we contradict to them. By our general terms and conditions deviating conditions are to be agreed upon for each order expressly in writing with mutual signing.
The time for delivery begins to run with the sending off of the confirmation of order, presupposed the orderer has its obligations to cooperate fulfilled, in particular necessary documents made available, permission caught up as well as releases given and agreed terms of payment kept.
The delivery takes place from stock, as far as nothing different was agreed. Partial deliveries are permissible. The time for delivery is kept, if the readiness for dispatch was indicated to the orderer. In supply of data and software the announcement of the supply on the mailbox or the sending off by email is sufficient. The time for delivery extends appropriately, if due to circumstances, in particular labor disputes and higher force, which the contracting party did not represent to, delays result. This applies also, if these circumstances occur with a contractor of us.
In the case of a delay in delivery the damage caused by delay is limited for each full week of the delay to 0,5%, altogether however to at the most 5% of the total value of the order.
If the delivery retards beause the orderer desired it, at expiration of a month after announcement the readiness for dispatch, storage costs at a value of 0,5% of the invoice amount are computed together with interest at a value of 2% over the respective rate of discount of the German Federal Bank. If the orderer is in default of acceptance, the delivery article may be used otherwise. The orderer is then supplied within appropriate period again.
A briefing or an acceptance certificate is not necessary for the adherence to the time for delivery. A not or not yet took place briefing doesn't justify to a payment discount or to a restraint of the payment.
Contractually if installation and assembly are owed, the orderer has to support the assembly personnel at his expense and to meet the special measures necessary for the protection of persons and things at the assembling place. So far necessarily, the orderer has to inform and instruct the assembly personnel about such safety measures.
The orderer has to carry out technical assistance at own expense, in particular:
- suitable auxiliary workers, who have to follow the instructions of the assembly leader, make available in sufficient number
- to make industry stranger extra works including procurement of the building materials necessary
- to make the tools available needed by the auxiliary workers as well as consumer articles such as stands, leaders and hoisting devices.
- to make available heating, lighting, motive power, water as well as necessary connections
- to make available protective clothing and safety devices, as far as these are not branch specific and necessary due to special circumstances.
Before beginning of assembly works the orderer has to allude the assembly personnel to the course of buried power supply lines, gas mains and water pipes as well as similar installations and supply with appropriate plans if necessary.
If the assembly retards for reasons, which the orderer is responsible for, he is obligated to bear the costs of the assembly personnel as well as additionally incurred expenses, which developed from the waiting time.
The assembly period is kept, if up to its expiration the assembly is ready for the acceptance by the orderer. (testing).
The risk devolves, with announcement of the readiness for dispatch, to the orderer. This applies to partial deliveries equally. If contractually installation and assembly are owed, the risk devolves with the acceptance to the orderer.
The orderer has to examine the supplied commodity immediately for defects and immediately report the defect in writing. The warranty period amounts to 24 months after passage of the risk. The orderer has to send the criticized product freely at b+b. Unfree return deliveries are not accepted. b+b can carry out rework or replacement with punctual and justified notice of defect after own choice within appropriate period. The legal demands of the orderer on redhibitory action or reduction with missed rework or expiration of the rework period remain unaffected. The liability for defects expires in any case with inappropriately made changes by the orderer or third. Further requirements against b+b are impossible.
Up to the complete payment of all outstanding accounts of b+b from the business relation with the orderer including all in the future developing outstanding accounts the supplied goods remain property of b+b. The retention of title extends also to the recognized balance, as far as b+b books outstanding accounts to the orderer into current calculations (current account reservation). The reservation commodity is to be treated carefully and be maintained at the expence of the orderer. Processing and reorganization exclusively take place for b+b. If the reservation commodity is connected or mixed with other, not b+b belonging goods, then b+b co-ownership at the new thing in the relationship of the value of the reservation commodity to the purchase price of the b+b belonging goods. To the things newly developed the general terms and conditions of b+b apply accordingly.
The orderer is revocably authorized to sell the reservation commodity whereby he has to reserve the property against the third expressly. Approximately third the orderer surrenders the demands developing from resale already now altogether to b+b for safety. It is authorized to collect these demands up to the revocation or discontinuation of its payments for b+b to draw in, whereby the direct debit authorization of b+b remains unaffected. b+b will not confiscate the demands and will not recall the direct debit authorization, as long as the orderer follows its liabilities accordingly towards b+b. If this should not be the case, the orderer has to tell b+b all information necessary for the collection of the retired demands and/or hand out documents and to inform the debtor about the assignation.
The reservation commodity may not be pawned or transfered as security. At distraint or other interferences of thirds, the orderer has to inform b+b immediately in writing.
If the value of the securities exceeds the demands of b+b around more than 20%, then b+b upon the request of the orderer will release securities after own choice.
If b+b takes commodity back, this is considered only as rescission, if this is explained expressly in writing.
The orderer grants b+b the purchase option at b+b products for the case of the insolvency.
b+b is liable in connection with the delivery, the operation or the use of the product or any other provided articles or services only on substitution of the typically foreseeable damage and takes over no liability for any other damage except as in these conditions expressly fixed. The products may not be used in life-supporting systems.
No liability is assumed for the fact that the products fulfill the orderer's intended purpose. The liability because of assured characteristics and after the product liability law remains unaffected. Liability for damages, which result from the use or the failure of the product, are not assumed. In the context of paragraph 1 the liability for data loss is limited to the re-establishment effort, which would be necessary with normal backup of the data - in whatever form always.
9.1 We are justified to withdraw from the contract if a change occurs in the person of the orderer or its credit-worthiness appears doubtful due to only later known facts.
9.2 If the orderer withdraws from the contract, we are entitled to require 35% of the total amount as payment of damages. We reserve ourselves to prove a higher damage.
9.3 If only one part of the goods is received, then we are entitled for the recalculation and additional charge.
If the orderer does not receive the goods from a call order within the agreed period, then the orderer is obligated to receive the goods at the end of the call period. The invoice amount must also be paid in the case of an non-acceptance.
Verbal or telephonic explanations of our representatives and coworkers, as well as special agreements are effective only if they are confirmed in writing by us.
Only German laws apply and the parties contract themselves, to comply themselves the not solely German jurisdiction of the German courts.
If individual regulations of the present Treaty should prove as ineffective, then the effectiveness and validity of the remaining regulations of the present Treaty remain unaffected.
