General terms and conditions for the company CEEMTEC
(Last update July 2016)

 

1. Validity

Unless expressly agreed otherwise, the following “General Terms and Conditions” are valid for all contracts, deliveries and other services in business dealings with non-consumers within the meaning of Sec. 310(1) BGB (German Civil Code). Conditions that differ therefrom, particularly the purchaser’s purchasing conditions, are herewith denied. The General Terms and Conditions also apply to all future business transactions with the purchaser, even if their application is not mentioned explicitly in the subsequent case.

2. Offers and contract signing

2.1. The offers contained in the seller’s catalogues and sales literature and also those appearing on the internet – unless explicitly described as binding – are non-binding in all cases, i.e. they are only to be understood as requests to prepare an offer.

2.2. Orders are deemed to have been accepted when they have either been confirmed in writing by the seller or executed immediately after the order is received. In this case, the delivery note or commercial invoice serves as the order confirmation.

2.3. If the seller’s employees enter into verbal side agreements or deliver assurances that exceed the conditions of the written purchase contract, these must be confirmed in writing by the seller in all cases in order to be considered valid. Verbal statements by the seller or by individuals who are authorised to represent the seller are unaffected by the preceding condition.

2.4. If, after the contract has been signed, the seller becomes aware of facts, particularly arrears of payment pertaining to earlier deliveries, which suggest according to good commercial judgement that the seller’s claim to the purchase price is threatened by the purchaser’s inability to pay, the seller is entitled to require, at its discretion and with reasonable notice, either that the purchaser pay upon delivery or that the purchaser deliver corresponding assurances, and if the purchaser is unable to make such assurances, to withdraw from the contact, in which case the invoices for partial deliveries already made become payable immediately.

2.5. Services by the seller that exceed the scope of its duties as the seller, such as taking on the consulting and planning obligations to third parties, require a special agreement and only undertaken for an extra cost.

3. Data protection

The seller stores and uses the purchaser’s personal data to pursue the transaction, and to the extent usual and necessary also to check the creditworthiness of concluded contractual relations. The data is also used to further nurture customer relationships.

4. Delivery, transfer of risk and arrears

4.1. The start of the delivery times indicated by the seller is contingent on the resolution of all technical questions.

4.2. The risk is transferred to the purchaser with the transfer of the goods.

4.3. The risk is transferred to the purchaser when the goods are transferred to a forwarding agent or freight carrier, but at the latest when they exit the seller’s business premises, even if shipment is carried out in vehicles owned by the seller. This also applies if they are shipped from the business premises of a third party (“drop shipment”).

4.4. At the express wish and cost of the purchaser, the goods will be insured by the seller.

4.5. If shipment is delayed at the wish or through the fault of the purchaser, the goods will be placed in storage at the purchaser’s cost and risk. In this case, the proof of readiness to ship is equivalent to shipment. The risk is transferred to the purchaser at the time when it has fallen into default of acceptance or payment.

4.6. Partial deliveries in reasonable quantities are permitted.

4.7. The delivery deadline shall be extended – also within a period of arrears – by a reasonable period in the event of force majeure and all unforeseen impediments that occur after the contract is signed and for which the seller is not responsible (particularly also including interruption of operations, strike, lockout or disruption of the transport routes) which demonstrably have a significant effect on the delivery of the sold object. This also applies if these circumstances arise at the seller’s suppliers and their suppliers.

4.8 The seller shall be liable only for its own fault and that of its agents with regard to timely delivery. The seller shall not be held accountable for the fault of its upstream suppliers, since these are not its agents. However, the seller is obliged to assign any claims it has against the upstream suppliers to the purchaser upon request

5. Prices and payment

5.1. Prices are understood to be exclusive of value added tax in all cases.

5.2. Our payment conditions are as follows:
50% instalment 14 days after receipt of the order confirmation, net with no deductions,
40% instalment 14 days after delivery of the system for installation, net without deductions,
10% final payment within 14 days after installation, net without deductions.
Partial invoices will be issued.

5.3. Any discounts agreed will not be granted while the purchaser is in default with respect to payment for earlier deliveries.

5.4. Refusal to pay or withholding of payment is not permitted if the purchaser was aware of the defect or other grounds for complaint when the contract was signed. This also applies if it remained unknown due to gross negligence, unless the seller concealed the defect or other grounds for complaint or has undertaken to guarantee the quality of the item.

5.5. Offsetting is only permitted for claims that have been acknowledged by the seller or fixed by a court ruling.

6. Retention of ownership

6.1. The seller reserves the right to ownership of the goods until the purchase price has been paid in full. In the case of goods which the purchaser buys from the seller as part of an ongoing business relationship, the seller retains right of ownership until all of its claims against the purchaser arising from the commercial relationship are paid, including future claims, also from contracts that are signed at the same time or later. This also applies if some or all of the seller’s claims were included in a running account and the balance has been calculated and acknowledged. If the purchaser is in payment arrears, the seller is entitled to reclaim the goods after issuing a dunning notice, and the purchaser is obligated to release them.

6.2. If the purchaser reworks the reserved goods to create a new, movable item, the reworking is done on behalf of the seller although the seller is placed under no obligation thereby; the new item becomes the property of the seller. If the goods are reworked together with goods that do not belong to the seller, the seller will purchase joint ownership of the new item according to the value of the reserved goods as a percentage of the other goods at the time of reworking plus the value of the reworking. If the reserved goods are combined, mixed or worked in with goods that do not belong to the seller as described in Sec. 947, 948 BGB, the seller shall become joint owner thereof in accordance with the statutory provisions. If the purchaser obtains sole ownership by combining, mixing and working in, it herewith assigns joint ownership to the seller according to the value of the reserved goods as a percentage of the other goods at the time of combining, mixing or working in. In these cases, the purchaser must store the item owned or jointly owned by the seller – which is also considered reserved goods within the meaning of the preceding conditions – safely and free of charge.

6.3. If the reserved goods are sold, alone or together with other goods that do not belong to the seller, the purchaser assigns to the seller the claims arising from said resale in the amount of the value of the reserved goods together with all ancillary rights with priority over the rest as of now, i.e. with the signing of this contract; the seller accepts this assignment. The value of the reserved goods is the seller’s invoice amount, which however shall be left out of the account if it is blocked by the rights of third parties. If the resold reserved goods are jointly owned by the seller, the assignment of claims extends to the amount corresponding to the percentage to which the seller has joint ownership thereof.

6.4. If the purchaser installs the reserved goods as a major component in the ground, ship, ship structure or aircraft belonging to a third party, the purchaser assigns the assignable claims to payment from the third party in question arising therefrom to the seller in the amount of the value of the reserved goods together with all ancillary rights, including such right to the granting of a security mortgage with priority over the rest as of now, i.e. with the signing of this contract; the seller accepts this assignment. Section 7.3, sentences 2 and 3 apply accordingly.

6.5. The purchaser is entitled and authorised to resell the reserved goods for use or installation thereof only as part of a usual, proper business transaction and only with the proviso that the claims within the meaning of Paras 3 to 4 really are transferred to the seller. The purchaser has no other rights of disposition over the reserved goods, particularly not as pledge or chattel mortgage. The purchaser is only permitted to assign the goods by real factoring on condition that this is reported to the seller, including identification of the factoring bank and the purchaser’s accounts maintained there, and that the proceeds from factoring exceed the value of the seller’s secured claim. The seller’s claim is payable immediately with the credit advice of the proceeds from factoring.

6.6. The seller authorises the purchaser to collect the claims assigned according to Paras 3-5, reserving the right to withdraw such authorisation. The seller will make no use of its own collection authority while the purchaser discharges its payment obligations, in respect of third parties as well. At the seller’s request, the purchaser must identify the debtors associated with the assigned claims, and notify them of the assignment; the seller is also itself authorised to notify the debtors of the assignment.

6.7. The purchaser must inform the seller immediately about any enforcement measures by third parties with respect to the reserved goods or the assigned claims, and must deliver the documentation the seller needs to contest such measures.

6.8. The right to resell for use or installation of the reserved goods or authorisation to collect the assigned claims becomes null and void upon cessation of payment and/or upon institution of insolvency proceedings. This does not apply to the rights of the insolvency administrator.

6.9. If the value of the reserved goods is taken as the basis, this is calculated from the seller’s invoice amount.

7. Complaints, warranty and liability

7.1. The seller shall only be liable for complaints within the meaning of Sec. 434 BGB as follows: The purchaser must inspect the received goods immediately with regard to quantity and quality. The seller must be notified of evident defects in writing within 14 days. In the case of bilateral commercial transactions between merchants, Sec. 377 HGB (German Commercial Code) remains unaffected.

7.2. The purchaser is obliged to make the purchased item or samples thereof available to the seller so that the seller can examine the cause of complaint. In the case of culpable refusal, the warranty will become null and void.

7.3. If complaints are justified, the seller is entitled to specify the form the subsequent performance will take (supply of replacement, repair) taking into account the nature of the defect and the justified interests of the purchaser. If repair is unsuccessful, the purchaser is entitled to require cancellation or a discount at its discretion – without prejudice to any claims for compensatory damages as set forth in 9.

7.4. Claims by the orderer for expenses necessary to enable the subsequent performance, particularly transport and road costs and labour and material costs are excluded if such expenses increase because the object of the delivery is delivered subsequently to a different site than the branch office of the orderer or a site other than the contractually agreed location, unless the delivery is in line with its proper use.

7.5. Claims under the warranty shall become time-barred 12 months after commissioning.

7.6. The seller shall be liable to pay compensatory damages or reimbursement of futile expenditures for material defects as set forth in Section 8 (General limitation of liability).

7.7. Our written and verbal application-related consulting services are non-binding, also relating to any protective rights of third parties, and do not exempt the purchaser from its duty to carry out its own test of our products with regard to their suitability for the intended purposes and processes.

8. General limitation of liability

8.1. The seller shall be liable under the prevailing law if the purchaser demonstrates its entitlement to compensatory damages based on intent or gross negligence, including the intent or gross negligence of the seller’s representatives or agents. The seller shall further be liable for culpable violations of substantive contractual obligations as defined in the legal provisions. Substantive contractual obligations are obligations whose fulfilment is essential in order for the contract to be executable at all, and which the contracting partner may reasonably expect to be fulfilled. If the seller is not found to have acted intentionally or with gross negligence, its liability for compensatory damages is limited to the damages that can be expected to arise in contracts of this kind. This shall not entail a shift of the burden of proof to the detriment of the purchaser.

8.2. Liability for culpable injury to life, limb or health shall remain unaffected thereby. Liability under the provisions of the Product Liability Act shall also be unaffected thereby.

8.3 Claims for compensatory damages that fall outside the scope set forth above are excluded, regardless of their legal grounds. This also applies if the purchaser demands reimbursement for futile expenses instead of its claim for compensation for damages.

8.4 The statutory time limitations shall apply to liability due to gross fault and for claims for compensatory damages that are based on injury to life, limb or health.

8.5 Otherwise, the statutory time limitations as set forth in 7.5 shall apply to claims for compensatory damages.

9. Legal venue and applicable law

9.1. The place of performance and legal venue for deliveries and payments as well as all disputes arising between the contracting parties is the seller’s domicile if the purchaser is a merchant, a legal entity under public law or a separate estate under public law.

9.2. The relationships between the contracting parties shall be solely subject to the law applicable in the Federal Republic of Germany, with exclusion of the UN Law on International Sales.