§ 1 Scope
1. These General Terms and Conditions apply exclusively in dealings with companies, legal entities under public law, and special funds under public law in the sense of § 310, Section 1 BGB (Civil Code). Any terms of the Ordering Party which contradict or deviate from these GTC are only accepted after our explicit written approval.
2. These GTC also apply for all future transactions with the Ordering Party, provided they are legal transactions of a similar nature.
§ 2 Offer and contract conclusion
If an order constitutes an offer pursuant to § 145 BGB, we can accept it within two weeks.
§ 3 Documents provided
We retain ownership and copyrights to all documents transferred to the Ordering Party in the context of the ordering process, e.g. cost calculations, drawings, etc. Access to these documents may not be granted to third parties without our explicit written approval. Should we not accept the Ordering Party’s offer within the period stated in § 2, these documents must be immediately returned to us.
§ 4 Prices and payment
1. Unless otherwise agreed in writing, our prices apply ex works, excluding packaging, and plus VAT in the valid amount. Costs for packaging are invoiced separately.
2. Advance payment applies for transactions in other European countries, unless alternative payment terms are agreed. Calculation and invoicing are always in EUR.
3. All repair costs are calculated according to the amount of labor involved. Should no repair order be issued after we have prepared and submitted a cost calculation, we shall be entitled to charge for the costs incurred up to that point.
4. The purchase price must exclusively be paid to one of the bank accounts stated on the invoice. Discounts are only permitted after explicit special agreement.
5. If no fixed price has been agreed, we reserve the right to make reasonable price adjustments due to altered wage, material, and sales costs for deliveries made 3 months or more after contract conclusion.
6. The Ordering Party may only hold back payments to the extent that its counterclaims are undisputed or legally binding.
7. The Ordering Party may only set off counterclaims from other transactions to the extent that they are undisputed or legally binding.
§ 5 Delivery period
1. The delivery period stated by us presupposes timely and proper performance of the obligations of the Ordering Party. We reserve the right to plead the defense of non-performance of the contract.
2. Should the Ordering Party fall into default of acceptance or culpably breach any other cooperation obligations, we shall be entitled to claim compensation for any damages, including any additional expenses incurred by us as a result. We reserve the right to make further claims. Should the above circumstances apply, the risk of accidental destruction or deterioration of the purchase item shall transfer to the Ordering Party at the moment when the Ordering Party enters into default of acceptance or payment.
3. Adherence to the delivery period is subject to correct and timely delivery by our own suppliers. Suppliers must provide notification of any impending delays as early as possible.
4. The delivery period has been observed if the delivery item has left the supplier’s works, or if readiness for dispatch has been communicated before its expiry. If acceptance of the delivery is required – except in the case of justified rejection – the date of acceptance, or alternatively the date of notice of readiness for acceptance, is conclusive.
5. This does not affect further legal claims and rights of the Ordering Party due to default of delivery.
§ 6 Transfer of risk upon shipment
If the goods are shipped to the Ordering Party at its request, the risk of accidental destruction or deterioration of the goods is transferred to the Ordering Party upon shipment to the Ordering Party, at the latest when the goods leave the works/warehouse. This applies irrespective of whether the shipment originates from the place of performance, or which Party bears the shipping costs.
§ 7 Retention of title
1. We retain the title to the delivered article until all receivables from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always make explicit reference to this. We are entitled to take back the purchased article if the Ordering Party acts in violation of the contract.
2. The Ordering Party is obliged to treat the purchased article with care as long as ownership has not yet been transferred. In particular, the Ordering Party is obliged to insure the purchased article at its own cost against theft, fire, and water damage to the sum of the value when new (note: only applicable in the case of sale of high-value goods). If any necessary maintenance and inspection work must be performed, the Ordering Party must perform them in a timely manner and at its own cost. As long as ownership has not been transferred, the Ordering Party must immediately notify us in writing if the delivered item is at risk of seizure or other interventions by third parties. If the third party is unable to compensate us for the judicial and out-of-court costs of a court action pursuant to § 771 ZPO (Code of Civil Procedure), the Ordering Party shall be liable to us for these costs.
§ 8 Warranty and notice of defects as well as recourse/manufacturer recourse
1. Warranty rights of the Ordering Party require that the Ordering Party fulfills its obligations pursuant to § 377 HGB (Commercial Code) to carry out an examination and lodge a complaint in a proper manner.
2. The right to claim for defects expires 12 months after we have delivered the goods to the Ordering Party. The statutory limitation period applies for compensation claims for intent and gross negligence as well as for injury to life, limb, and health which are caused by an intentional or negligent breach of obligation by the user.
3. If, in spite of all due care, the delivered goods should have a defect which was already present at the time of transfer of the risk, we shall, at our own discretion, remedy the defect or deliver a replacement, provided the defect has been reported in a timely manner. The Ordering Party must always grant us the opportunity of supplementary performance within a reasonable time period. The above regulation has no effect whatsoever on recourse claims.
4. If the subsequent performance fails, the Ordering Party shall be entitled to withdraw from the contract, without prejudice to any claims for damages.
5. Claims for defects do not apply in the case of only slight deviation from the agreed quality, slight impairment of serviceability, natural wear and tear such as damage which occurs after the transfer of risk due to incorrect or negligent treatment, excessive stress, unsuitable operating equipment, or by virtue of particular external influences, which are not presupposed by the contract. Similarly, no claims for defects apply if the Ordering Party or a third party performs incorrect repairs or alterations resulting in damage, or for any consequences from this.
6. Claims by the Ordering Party due to costs made necessary for the purpose of subsequent performance, in particular transport, delivery, labor, and material costs, are excluded if these costs are increased as a result of goods delivered by us subsequently being moved to a location other than the address of the Ordering Party, unless this corresponds with the intended use of the goods.
7. The Ordering Party has statutory rights of recourse against us only in so far as the Ordering Party has not reached any agreements with its customer which go beyond the statutory claims for defects. Furthermore, Article 6 applies correspondingly for the extent of the Ordering Party’s right of recourse against the supplier.
§ 9 Repairs
1. After receipt of the goods, we compile a cost estimate. This lists the costs for labor and material and assesses whether a repair is feasible.
2. The customer bears the costs for shipping and return shipping.
3. In the case of repairs covered by warranty, ADT Fuchs bears the costs for material and labor. The customer bears the costs for shipping and return shipping.
§ 10 Miscellaneous
4. This contract and the entire legal relationship between the contracting parties are subject exclusively to the law of the Federal Republic of Germany with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
5. The place of performance and the exclusive place of jurisdiction is our registered office in Nuremberg.
6. All agreements made between the Parties for the purpose of carrying out a contract have been recorded in writing in this contract.
§ 11 Offer
Our offer is exclusively for commercial use according to EN 61326-1 (2013) for industrial electromagnetic environment class A.