General Terms and Conditions of art photonics GmbH
1. General
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. Our General Terms and Conditions of Business apply only to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) as well as to legal entities under public law and special funds under public law. Our terms and conditions apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our terms and conditions. We do not recognise any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery or service to the client without reservation in the knowledge of terms and conditions of the client that conflict with or deviate from our terms and conditions.
2. Offer, conclusion of contract, offer documents
Any offer made by us is subject to change and non-binding, unless expressly stated otherwise in the offer. All acceptances of applications, orders as well as all orders require our written confirmation or confirmation by telex. In the event of immediate execution of an order, we may replace the order confirmation in individual cases by issuing an invoice. Silence in response to our order confirmation shall be deemed as acceptance. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents which are designated as "confidential". The client must obtain our express written consent before passing them on to third parties.
3. Prices, terms of payment
The prices quoted are net prices ex works, excluding the applicable value added tax and excluding packaging and freight costs as well as transport insurance. Payments to us must be made on the agreed due date, but at the latest within 30 days of the date of invoicing. All costs of payment transactions shall be borne by the client. In the case of payment to our account, the date on which the account is credited shall be decisive. We shall only grant a discount after written confirmation. If the principal is in default of payment, we shall be entitled to charge interest on arrears at a rate of eight percentage points above the base rate of the European Central Bank per annum. The client shall only be entitled to set-off, retention or reduction to the extent that the counterclaims asserted are undisputed or have been legally established.
4. Delivery deadlines, delay in delivery, partial deliveries
Delivery or performance deadlines and dates are only binding if they have been expressly designated as binding by us in writing. Compliance with our delivery and performance obligations requires the timely and proper fulfilment of the client's obligations and the clarification of all technical issues. The execution periods shall be extended appropriately if the client is responsible for an impediment or if the client has failed to perform an act of cooperation incumbent upon him or has not performed such act in due time, unless we are responsible for the delay. Events of force majeure, operational disruptions or similar events, of whatever nature, which impede the performance of the contract shall extend the delivery period by a reasonable period beyond the duration of the impediment. The above provisions shall also apply if the circumstances occur at subcontractors. We shall inform the customer of the beginning and end of such hindrances as soon as possible. In the event of delayed deliveries or non-deliveries which are not due to our conduct or are otherwise attributable to us, claims of whatever kind cannot be asserted against them. claims of any kind whatsoever cannot be asserted against them. Partial deliveries and partial services are permissible within the delivery periods specified by us. Invoices coordinated with this are permissible.
5. Transfer of risk, transport insurance.
The risk shall pass upon handover to the forwarder/carrier, but at the latest upon leaving the factory premises or warehouse. Shipping costs shall be borne by the client. Our deliveries shall only be insured by us against transport damage at the express request of the customer and at his expense.
6. Warranty
Claims for defects on the part of the client shall only exist if the client has duly fulfilled his obligations to inspect and give notice of defects in accordance with and notification of defects owed under § 377 HGB (German Commercial Code).
Excluded from liability are defects and damage caused by damage, incorrect operation, defective maintenance, chemical or electrolytic influences and improper installation of the goods by the client, as well as due to other reasons for which we are not responsible. The same shall apply if the principal or third parties carry out subsequent modifications or repairs to the object of purchase without our written consent. Liability for defects which do not or only insignificantly affect the value or the usability is excluded. In the case of defects, we shall first provide subsequent performance by repair or replacement delivery at our discretion.
Natural wear and tear is excluded from the warranty in any case.
Claims for material defects shall become statute-barred one year after handover of the delivery.
7. Retention of title
The delivered goods remain our property until full payment of the purchase price, including any ancillary claims resulting from the purchase contract. For the duration of the retention of title, the client is not entitled to pledge the delivered goods or to assign them as security.
The client is entitled to resell the delivered goods in the ordinary course of business; however, he already now assigns to us all claims in the amount of the delivery price agreed between us and the client (including value added tax), which accrue to him from the resale against his customers or third parties, irrespective of whether the delivered goods have been resold without or after processing.
We accept the assignment, but may independently enforce our claims directly against the principal. The principal is authorised to collect the claims after their assignment. Our authority to collect the claims ourselves remains unaffected by this.
8. Confidentiality
The parties are obliged to keep all confidential documents and information as well as all commercial and technical details related to the business relationship strictly secret. Such information may only be disclosed to third parties with the express consent of the other contracting party. The obligation to maintain secrecy shall also apply after the execution of this contract.
9. Place of jurisdiction, place of performance
The place of performance for all obligations arising from the contractual relationship is Berlin.
If the client is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction. However, we are also entitled to sue the client at the court responsible for his place of business. The entire contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG), even if the client has its registered office abroad.
10. Partial invalidity
Should any provision of these terms and conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
