General Terms and Conditions of GIS Gesellschaft für Informatik und Steuerungstechnik mbH
1. general
1.1 Deviations from these terms and conditions of sale – in particular the validity of the customer’s terms and conditions – require our express written acknowledgement.
1.2 Our offers are subject to change. Orders shall only be binding on us if we confirm them or fulfil them by sending the goods; verbal collateral agreements shall only apply if we confirm them in writing.
1.3 Third-party property rights must be observed when using the delivered goods.
2. delivery
2.1 The goods shall be delivered ex warehouse Oberlenningen. Loading and despatch shall be uninsured and at the risk of the buyer or recipient. Insurance will only be taken out at the express request of the buyer and at the buyer’s expense; additional costs arising from a special mode of dispatch shall also be borne by the buyer. After the goods have been made available by us, any necessary storage shall be at the expense and risk of the buyer.
2.2 The delivery periods stated by us are non-binding, unless they have been expressly agreed as a fixed delivery period. If a delivery deadline is exceeded, the buyer is obliged to first set us a grace period of 4 weeks; only after expiry of the grace period is the buyer entitled to withdraw from the contract; the assertion of claims for damages is excluded.
2.3 Cases of force majeure – circumstances and occurrences that cannot be prevented with the diligence of proper business management – shall suspend the contractual obligations of the parties for the duration of the disruption and to the extent of its effect. If the resulting delays exceed a period of six weeks, both contracting parties shall be entitled to withdraw from the contract with regard to the affected scope of services. No other claims shall exist.
2.4 If the Buyer is in arrears with an obligation, we shall be entitled to suspend the execution of orders still outstanding in whole or in part until the Buyer’s obligations have been fulfilled, or to withdraw from the contract.
3. prices
3.1 Unless otherwise agreed, our deliveries and prices are ex warehouse Oberlenningen without packaging.
3.2 The prices do not include statutory value added tax.
3.3 The contractually agreed prices shall apply. If delivery and conclusion of the contract are more than 1 year apart, the prices valid on the day of delivery shall apply. If these are higher than on conclusion of the contract, the purchaser shall be entitled to withdraw from the contract within 14 days of notification of the price increase with regard to the quantities not yet accepted.
4. payments
4.1 Our invoices are due without deduction 10 days after the invoice date and payable strictly net cash, unless other terms of payment have been agreed in writing.
4.2 The presentation of bills of exchange shall require our consent; their charges and costs as well as the risk of timely presentation and protesting shall be borne in full by the Buyer.
4.3 If the payment deadline is exceeded, interest shall be charged at the customary bank rate, at least 3% above the respective Bundesbank discount rate, subject to the assertion of further damages.
4.4 In the event of late payment and justified doubts as to the solvency or creditworthiness of the Buyer, we shall be authorised – without prejudice to our other rights – to demand securities or advance payments for outstanding deliveries and to declare all claims arising from the business relationship due for immediate payment.
4.5 Only undisputed and legally established claims shall entitle the Buyer to offset or withhold payment.
5. warranty
5.1 All information on the suitability, processing and application of our products, technical advice and other information is provided to the best of our knowledge, but does not release the buyer from the obligation to carry out his own tests and trials. The buyer must inspect the delivered goods immediately upon receipt for defects in quality and intended use – if reasonable also by means of a test run – otherwise the goods shall be deemed approved.
5.2 Complaints will only be considered if the complaint is made in writing within 8 days of receipt of the goods. Otherwise, the statutory warranty periods shall apply.
5.3 Our warranty obligation is limited, at our discretion, to repair or replacement. The same warranty shall apply to rectification work and replacement deliveries as to the original service and delivery.
5.4 Warranty claims shall become time-barred one month after our rejection of the notice of defects. Insofar as we recognise a notified defect, we shall bear all labour and material costs necessary for rectification; freight costs and risks shall be borne by the buyer.
6. compensation for damages
6.1 To the extent permitted by law, our obligation to pay compensation for damages, regardless of the legal grounds, is limited to the invoice value of our quantity of goods directly involved in the damaging event. This shall not apply if we are liable without limitation due to intent or gross negligence in accordance with mandatory statutory provisions.
7. retention of title
7.1 The goods sold shall remain our property until full payment of our claims arising from the business relationship with the Buyer. The buyer is authorised to dispose of the purchased goods in the ordinary course of business.
7.2 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.
7.3 The Buyer hereby assigns to us as security the claims against third parties arising from the resale in total or in the amount of our possible co-ownership share (cf. clause 7.2). He is authorised to collect these for our account until revocation or suspension of his payment to us. The Buyer shall also be authorised to assign these claims for the purpose of collecting claims by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of our share of the claim directly to us for as long as we still have claims against the Buyer.
7.4 The Buyer shall notify us immediately by registered letter of any seizure by third parties.
7.5 The exercise of the retention of title shall not constitute a cancellation of the contract.
7.6 The goods and the claims replacing them may not be pledged to third parties or transferred or assigned as security before our claims have been paid in full.
7.7 If the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the buyer’s request.
8. place of fulfilment and jurisdiction
8.1 The place of fulfilment for both parties is Oberlenningen, unless fulfilment for us by delivery has been agreed otherwise with the buyer.
8.2 The place of jurisdiction for all disputes arising from the contractual relationship shall be Oberlenningen if the Buyer is a registered trader, a legal entity under public law or a special fund under public law. legal entity under public law or a special fund under public law, the court at which the seller has its general place of jurisdiction (Oberlenningen) shall have jurisdiction.
9. dispute resolution in consumer matters
9.1 Note according to § 36 para. 1 no. 2 VSBG:
We are not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board.
9.2 Consumers can use the online dispute resolution platform https://ec.europa.eu/consumers/odr/ to resolve disputes.
Lenningen, 01 June 1990 and 01 February 2017