1.1. All orders are exclusively carried out at our following Terms of Delivery and Payment. They shall also apply to all future business with our customers. Deviating agreements are only valid if they have been explicitly confirmed by us in writing. Terms of Purchasing to the contrary of the orderer shall not be recognised.
1.2. These terms and conditions shall also apply in case of sales based on a standard commercial clause, including the Incoterms which are valid at the time when the contract is concluded. The application of the standard laws governing the international purchase of movable objects is excluded.
2. Conclusion of contract
2.1. If the customer places an order, which is to be qualified as an offer according to § 145 BGB [German Civil Code] he shall be bound to said order for two weeks. A contract is concluded with the acceptance of this order by us. The acceptance can alternatively be carried out by an explicit order confirmation or by fulfilment.
3. Deliveries and services
3.1. Our offers are without obligation. The delivery dates are subject to the reservation that we are supplied by our respective suppliers ourselves in time and as per contract, also subject to unforeseeable circumstances and impediments, in particular force majeure, state measures, the non-granting of official permits, industrial disputes of all kinds, terrorism and sabotage. Such events extend the delivery date accordingly.
3.2. The right is reserved to make changes to the design and material with the same usability.
3.3. We are entitled to make reasonable partial deliveries and to invoice such partial deliveries.
4.1. Insofar as not otherwise agreed, the prices valid at the time of the order shall apply insofar as the delivery time is within 4 months. If the delivery time is more than 4 months, the prices, which are valid on the day of the delivery according to our price list, shall apply. Our prices are deemed ex warehouse, without transport, without value added tax, customs duties and without special packaging, however including the customary cardboard packaging.
4.2. For domestic business transactions the prices are deemed free German station of destination, without value added tax and without special packaging, however including the customary cardboard packaging. A shipping cost flat rate is charged in case of order values of less than €100.-.
4.3. In case of goods deliveries/orders and repairs on site delivery, assembly and repair, further travelling time, vehicle costs, waiting time, assembly time and the time spent at the location by our technicians and fitters shall be charged.
5.1. Our invoices are, insofar as not otherwise agreed in writing, payable to us within 30 days after the invoice date without any deduction. Cash discount can only be claimed if this was explicitly agreed and in a written form and all due claims have been settled.
5.2. In case of a late payment, interest on default shall be charged at a rate of 2 % above the base lending rate plus value added tax. It is to be estimated higher or lower if we prove a higher or the customer a lower burden.
6. Delay in acceptance and inspection
6.1. If the customer is in default with the acceptance of the service offered to him by us or if he finally rejects the fulfilment we can refuse to fulfil the contract after a reminder and the setting of a reasonable final deadline and request damages, at least in the amount of a flat rate of 25 % of the order amount. The right is explicitly reserved to the alternative charging of the actually suffered damages. The customer reserves the right to prove that we did not suffer any damages or less damages than the flat rate. The customer has, insofar as he is a full merchant, to inspect the goods for completeness and compliance according to the invoice immediately after receipt. If defects are not reported immediately then the goods shall be deemed as properly delivered in full unless it concerns a defect, which was not recognisable during the examination
6.2. Insignificant defects, which do not impair the functional capability of the object of delivery shall not entitle the customer to refuse acceptance.
7. Ban on offsetting
7.1. Offsetting against our claims is principally excluded unless it concerns undisputed claims or claims which have been declared final and binding.
8. Shipment, passing of risk
8.1. The delivery shall have been deemed as carried out if the goods were placed on the customary dispatch route. The shipment is carried out at the risk of the recipient. We are at liberty to decide upon the type of shipment. The customer hereby declares his consent that the goods are sent directly to him by the manufacturer, if applicable. At the special request of the customer, transport insurance can be concluded at his expense.
9. Reservation of title
9.1. We reserve the property to all goods delivered by us until the payment of our total claims from the business relationship. This shall also apply if the price has been paid for certain goods deliveries described by the customer as the reserved property serves as collateral for our balance claim.
9.2. The processing of goods delivered by us, or which are still our property, is always carried out at our order, without any liabilities being established for us from such processing.
9.3. If goods owned by us are mixed, combined or connected with other objects the customer hereby now already assigns his property rights to the new object to us and shall keep the object in safekeeping on our behalf with the commercial care and attention. The customer may only sell the goods, which are our property, in regular business transactions insofar as he is not in default of payment.
9.4. The customer already assigns with the conclusion of the purchase contract or contract for work and services between him and us the claims against his buyer, to which he is entitled from the sale or any other invoice reason, to us with all secondary rights as a precautionary measure in the full amount, thus not only in the pro rata goods value.
9.5. The customer remains entitled to collect the claim as long as he is not in default of payment towards us.
9.6. If the value of the object, which serves as collateral for us, exceeds our total claim by more than 20 %, we are obliged to re-assignment at the request of the customer.
10. Planning, assembly, repair
10.1. Our liabilities from the order do not include the drawing up of plans concerning the practice equipment, the location and the connections of devices to the supply network. In particular our scope of services does not include building and installation work, associated with the practice equipment, such as the laying and connection of the water supply and discharge lines, the ventilation and electricity services as well as the monitoring and instruction of this work. We shall issue a separate invoice for such planning work, which goes beyond the order, insofar as a corresponding additional order has been placed.
11.1. We guarantee that the contractual product or the contractual service is not faulty at the time when the risk is passed and features all warranted and/or agreed properties. Only the buyer is entitled to warranty claims and these are non-transferrable. The warranty period shall begin with the day upon which the risk is passed or the day upon which the object is delivered and is twelve months.
11.2. Warranty claims are excluded if recognisable defects are not reported immediately, however by no later than 1 week after the delivery, in writing. Hidden defects are to be reported immediately, by no later than within one week after they are discovered, in writing.
11.3. Excluded from the warranty are defects and/or damages, which are a result of wear and customary tear due to the operation, in particular of parts such as sealing systems, gasket rings, rubber parts, connection elements, hoses, fuses, illuminants and similar parts.
11.4. In addition, warranty claims are excluded in case of improper use, operating errors, cleaning which is not carried out or faulty cleaning (contrary to the instructions), connection to unsuitable power sources, operation with the false kind of current, force majeure such as fire, stroke of lightning, damp, defects on the part of the customer etc., if interventions are carried out to the object of order without coordination, in particular repairs or products of third parties are used or installed or the occurred faults have been caused by the improper interventions, false or faulty programmes, software and/or processing data unless the customer proves that these circumstances were not the cause for the reported defects.
11.5. The warranty shall further cease to apply if the serial no., type designation or similar codes are removed or are made illegible, stipulated service and maintenance intervals were not adhered to and the defect is a result hereof.
11.6. In case of justified warranty claims we have, at our choice, the right to repair or make a substitute delivery. If the fault cannot be remedied or further attempts at subsequent improvement are deemed unreasonable for the customer he can request reversal of the purchase contract or reduction of the remuneration.
11.7. Irrespective thereof we hereby assign possible further guarantee and warranty promises of the manufacturers to the customer in full without personally assuming responsibility for these.
11.8. In case of used devices all warranty is excluded. This shall not apply to re-conditioned, quality-assured products, which are deemed equivalent to the newly produced objects. Warranty claims can be asserted for these within 6 months after the delivery. This shall however only apply if it has explicitly been agreed in writing that re-conditioned, quality-assured products are the object of contract.
11.9. Claims beyond the afore-mentioned regulation, also with regard to follow-up damages to defects, are excluded for all legal grounds insofar as the claim is not due to wilful intent or gross negligence or damages are asserted owing to culpable injury to life, the body or the health. If we deliver a new object or subsequently improve the delivered object owing to a request for the remedy of defects without the faulty condition of the object having been clearly determined this shall not be deemed an acknowledgement of the faulty condition of the object of contract.
12. Returns of objects
12.1. The return of delivered objects is only possible carriage paid with our written consent within 7 days after receipt. Only goods in as new (unused) condition with the original packaging can be credited. We reserve the right to charge a reasonable processing fee. The delivery note number, invoice number and date must be stated by the orderer.
12.2. Taking back of used devices The customer takes over the obligation to properly dispose of the delivered electrical or electronics device after termination of the use at his own costs according to the statutory regulations, in particular those of the ElktroG [Electrical Appliance Law]. The customer thus indemnifies SciCan GmbH from its obligations according to §10 Par.2 ElektroG (return obligation of the manufacturer) and thus associated claims of third parties. The customer has to oblige commercial third parties, to which he forwards the delivered electrical or electronics device, as per contract that the device shall be properly disposed of after the termination of the use at his own costs according to the statutory regulations, in particular those of the ElektroG and for the event of the renewed forwarding that a corresponding further obligation is imposed. If the customer fails to oblige third parties to which he forwards the delivered device, as per contract to assume the disposal obligation and to pass on the obligation then the customer undertakes to take the delivered device back after the termination of use at his costs and to properly dispose thereof according to the statutory regulations, in particular those of the ElektroG.
13.1.The customer declares that he agrees that the data produced through the business relationship are collected, processed and stored within the framework of the regulations of the Federal Data Protection Act.
13.2.German law shall apply exclusively to the legal relationship of the parties, insofar as permitted by law.
14 Place of performance and place of jurisdiction
14.1.The place of performance for both parties is Leutkirch. The exclusive place of jurisdiction for all current or future claims from the business relationship with full merchants including bills of exchange and cheque claims is Leutkirch. We can however all file an action at the registered seat of the orderer or any other court of jurisdiction.
14.2.The same place of jurisdiction applies if the customer does not have any general place of jurisdiction in the domestic country after conclusion of the contract, relocates his place of residence or customary place of abode from the domestic country or his place of residence or customary place of abode is not known at the time when the action is filed.
Re.3.0 / 17.07.2013