General Terms and Conditions of Wi.Tec-Sensorik GmbH Status as of 01/2016
1.1. The following conditions apply to our offers and deliveries. Our offers are free. Deviating conditions, in particular those which modify them, shall only be valid if they have been agreed upon and confirmed by us in writing. Purchasing or other business conditions of the customer do not oblige us, even if we do not object. Complaints about our order confirmation are to be raised immediately, but at the latest within 8 days.
1.2. These conditions apply to all current and future business transactions, whether or not they are referred to in each individual case.
2.1. Unless otherwise agreed, the invoice amounts shall be paid after receipt of the invoice within 14 days with a cash discount of 2% or 30 days without any discount.
2.2. The Purchaser shall not be entitled to observe or offset payments for any counterclaims.
2.3. Checks or bills of exchange will only be accepted under reservation and will only be considered as payment after receipt of payment. All expenses related to the payment of cheques and bills of exchange shall be borne by the buyer.
2.4. If the payment period is exceeded, interest and commissions will be calculated according to the respective bank rates for short-term loans, at least, however, interest rates of 2.5% above the respective discount rate of the Deutsche Bundesbank. The discount shall not be granted if the customer is in arrears with the payment of previous services.
2.5. We shall be entitled to offset all claims due to us from the Purchaser against all claims due to the Purchaser from us.
3. Delivery /Dates and Periods
3.1. The agreed delivery times apply. The delivery period starts with the sending of the order confirmation. If documents are to be provided by the purchaser for the execution of the order, the delivery period begins with receipt of this. The same applies to permits, releases and any agreed down payments.
3.2. The buyer is not to refuse partial deliveries.
3.3. The delivery period shall be extended by the duration of the hindrance if caused by the occurrence of unforeseen events such as war, civil commotion, strike, lock-out, higher-hand intervention, natural catastrophes, accidents, delays in the delivery of materials from our suppliers or any other similar circumstances. We can withdraw from the order if the delivery is made impossible by the hindrance. The same shall apply to the purchaser if the acceptance of the delayed delivery is not reasonable to him and we cannot deliver even after the expiry of a reasonable period of grace, taking into account the circumstances which hinder us.
4. Transfer of Risk and Shipment
4.1. By leaving the goods from the factory or with the declaration of readiness for dispatch, the risk passes to the customer. In the absence of special instructions from the customer the choice of the transport route and mode of transport is made to the best of our discretion and without liability for the cheapest and fastest transport.
4.2. We are entitled to partial deliveries. When the dispatch of the goods is reported they must be accepted immediately, otherwise we are entitled to store them at the expense and risk of our customer to charge them as delivered.
4.3. Unless agreed otherwise, we will arrange transport insurance. Transport damage to our goods must be reported to the freight forwarder on receipt of the shipment and at the latest within 24 hours to us.
5. Warranty and Liability
5.1. The warranty period is fixed 1 year from date of invoice on static parts, and 6 months on movable parts.
5.2. Complaints against the goodness and execution of the goods can only be taken into account if they take place immediately after detection, but at the latest within a week after receipt by written announcement. Defects which cannot be discovered even during careful examination within this period must be reported immediately after discovery at the latest 12 or 6 months after the date of the invoice. Our technical advice, in particular with regard to the recommended use, is given to the best of our knowledge, but without warranty, which we only grant if it has been granted by us in writing. The warranty expires if, without our approval, changes or repairs are made to the delivered goods.
5.3. For defects of the goods, including the absence of assured characteristics, we are liable to the following extent:
5.4. The defect clearance is limited to the obligation to replace the defective parts as far as this is possible free of charge. Damages of any kind, due to defective delivery, in particular also compensation for loss of profit, consequential damages, reduction, conversion, challenge or withdrawal rights are excluded.
5.5. Our liability is void if the purchaser carries out the defect ourselves or carries it out by a third party without our explicit consent.
6. Reservation of Title
6.1. The delivered goods remain our property (reserved goods) until the fulfillment of all liabilities, in particular also the respective balance claims, which are due to us regardless of the legal basis against the purchaser. Therefore, the ownership of the respective object of purchase shall pass to the buyer only by the final payment of the purchase claim including all freight-related costs.
6.2. If the delivered reserved goods or parts thereof are incorporated into another object, the reservation of title does not lapse. In principle, the extended retention of proprietary rights remains binding in all phases of incorporation, processing, further processing and resale, right up to the final customer.
6.3. If the object, which belongs to the supplier due to the extended retention of title, is connected to a building or land as an essential component, the supplier is entitled to the rights specified in §951 BGB directly.
6.4. The buyer may only sell the reserved goods in normal business transactions to his normal business conditions and as long as he is not in arrears. He may not pledge or surrender the goods for security. In the case of resale or processing, the purchaser shall primarily assign all claims from the resale with all subsidiary rights against the third-party debtor and up to the amount of the invoice amount with the authority of the pro rata collection of the claim. If the buyer takes over the assigned claim himself, this takes place under the terms of trust basis. The proceeds must be returned to us without delay.
7. Dimensions and Weights
7.1. The dimensions and weights stated by us in offers, order confirmations or other documents are determined to the best of our knowledge, but do not release the purchaser from investigations. Deviations in dimensions, weights and other technical data are permissible as long as they do not exceed the industry standard or DIN tolerances.
7.2. All technical documents, in particular drawings about goods offered or delivered by us, remain our property and may be used without our approval only for the contractually intended purpose. They must not be made accessible to third parties and must be returned on request.
8. Protection of Designs
8.1. If we manufacture and deliver according to drawings, samples and similar documents or according to other specifications of the customer, the latter assumes the liability for the fact that we do not violate any third party’s proprietary rights.The purchaser is liable in case of such infringements of any protective rights for all damages that arise.
9. Partial Invalidity
9.1. Should any of the present terms and conditions be invalid, the validity of the remaining terms and conditions shall remain unaffected.
10.1. The place of fulfillment for all liabilities arising from this contract is Schermbeck.
10.2. Schermbeck is the exclusive court of jurisdiction for checks and exchanges.
10.3. The law of the Federal Republic of Germany governing the legal relations between domestic parties applies exclusively to all legal relations.
10.4. In the case of foreign orders, all resulting disputes arising from this contract shall be definitively resolved, with the exclusion of the ordinary legal process according to the Settlement and Arbitration Rules of the International Chamber of Commerce of Paris, by three arbitrators appointed under this order. For this decision the above conditions are legally binding in their German version.