1. General – Scope of application
These General Terms and Conditions shall apply to all current and future development services of addsensors GmbH as well as purchases of the customer from addsensors GmbH (hereinafter referred to as “we”). Deviating, conflicting or supplementary General Terms and Conditions of the customer (hereinafter referred to as “Customer”), even if known, shall not become part of the contract unless their validity is expressly agreed to in writing.
These General Terms and Conditions shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
Should individual provisions of these General Terms and Conditions be invalid in whole or in part, the remaining provisions shall remain in full force and effect.
2. Conclusion of contract
The Client’s order is a binding offer. It can be accepted by us either by sending an order confirmation as a binding declaration of acceptance or by sending the ordered service and/or goods.
Unless otherwise specified in the offer, an offer from us can be accepted within 4 weeks in writing or in electronic form (e-mail or fax). Thereafter, the offer expires.
3. prices
Our prices shall apply, plus statutory VAT, using the EXWS (Ex Works) mode of transportation in accordance with INCOTERMS 2020.
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
In the event that the development is not successful, the services rendered must nevertheless be reimbursed by the Client.
The prices valid on the day of delivery or performance shall always apply for invoicing, unless a fixed price agreement has been confirmed by us in writing.
If the scope of the respective order performance is changed by mutual agreement during the execution of the order, in particular if it is extended, we may demand a corresponding adjustment of the agreed prices and remuneration, in particular an increase thereof.
We shall be entitled to temporarily suspend the execution of the order services until agreement has been reached on a corresponding adjustment of the prices and remuneration if we have informed the client of this in writing in advance. We shall not be liable for any delays resulting from this. A unilateral change to the order performance by one of the parties is excluded.
4. Payment
Payments are to be made within 14 days of the invoice date without any deductions free our paying agent. If the payment deadline is exceeded, we shall charge interest at a rate of 8% above the prime rate, subject to the assertion of further damages. The presentation of bills of exchange requires our consent. The Customer shall bear the risk of timely presentation and protest.
Unless otherwise agreed, we shall be entitled to demand an appropriate advance payment at our reasonable discretion and to issue partial invoices in stages for services already rendered or depending on the progress of performance.
In the event of default in payment and justified doubts about the solvency or creditworthiness of the Customer, we shall be authorized – without prejudice to our other rights – to demand securities or advance payments for outstanding deliveries and services or to make deliveries and services only against cash on delivery or advance payment and to make all claims arising from the business relationship due immediately. Only undisputed or legally established claims shall entitle the Customer to offset or withhold payment.
The Customer may not assign claims against us.
The Customer’s terms and conditions of purchase shall not be taken into account.
5. Delivery and performance time
Delivery and performance deadlines are only binding for us if they are expressly agreed in writing. Other time specifications regarding deadlines are non-binding and may be exceeded to a reasonable extent (approx. 4 weeks).
Compliance with agreed delivery periods shall be determined by the time at which the delivery leaves our factory.
The delivery and performance period shall be extended appropriately in the event of industrial action, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item or service. This shall also apply if the circumstances occur at our suppliers.
If agreed deadlines are exceeded or non-binding deadlines are exceeded by the above-mentioned period (approx. 4 weeks), the Customer may set a grace period of at least 3 weeks and withdraw from the contract if this grace period expires without result. Clause 10 shall apply to claims for damages.
6. Transfer of risk
The risk shall pass to the Customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or we have assumed other services.
If dispatch is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer from the day on which the goods are ready for dispatch.
7. reservation of title
The goods sold shall remain our property until full payment of our claims arising from the business relationship with the Customer.
The retention of title shall also extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of these processed goods.
The Customer is authorized to dispose of the purchased goods in the ordinary course of business as long as he is not in default of payment to us. Pledging and transfer by way of security of the reserved goods are not permitted.
The Customer hereby assigns to us by way of security any claims against third parties arising from the resale in full or in the amount of our possible co-ownership share. He is authorized to collect these for our account until revocation or suspension of his payments to us.
The Customer shall notify us immediately in writing of any access by third parties to the goods and claims belonging to us.
If the Customer acts in breach of contract – in particular in the event of default in payment – we shall be entitled to take back the goods subject to retention of title at the Customer’s expense. For this purpose, the Customer hereby assigns to us its claims for return against third parties.
The exercise of the retention of title does not mean withdrawal from the contract.
If the value of the securities existing for us exceeds our claims by more than 10% in total, we shall release securities of our choice at the Customer’s request.
8. Warranty
The warranty does not cover consumables such as sterile measuring adapters, printer paper or wearing parts (batteries, rechargeable batteries, electronic measuring cells) or wear and tear of the measuring sensor due to contact with the medium to be measured.
Claims for defects on the part of the Customer presuppose that the Customer has properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
In the event of justified complaints, we shall, at our discretion, remedy the defects or deliver defect-free goods.
If the subsequent performance fails, the customer shall be entitled to demand withdrawal or reduction at his discretion.
Insignificant deviations from the agreed quality or insignificant impairments of usability do not constitute defects in the delivered goods.
The Customer shall give us the opportunity to remedy the defect complained of; as long as he refuses to do so, we shall be released from the warranty obligation.
If the Customer has not observed the instructions for use when using the goods and/or has carried out interventions, modifications or repair work on the goods, he shall be obliged to prove that the defect is not due to this.
9. compensation for damages
We shall be liable in accordance with the statutory provisions if the Customer asserts claims for damages based on intent or gross negligence on our part. In cases of simple negligence, our liability shall be limited to the foreseeable damage typical for the contract.
Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Unless otherwise stipulated above, liability is excluded.
10. final provisions
In addition, the latest version of the General Terms and Conditions of Delivery and Service for Products and Services of the Electrical Industry recommended by the Zentralverband der Elektrotechnischen Industrie e.V. shall apply insofar as they do not conflict with the above provisions. A copy of these General Terms and Conditions of Delivery and Service can be requested from us at any time.
The legal relationship between the parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction is Espelkamp.
32339 Espelkamp, 22.09.2022
