§ 1 Scope and applicability of the Terms and Conditions
1.1 The General Terms and Conditions (GTC) apply to all offers from Securetec Detektions-Systeme AG (hereinafter the “Seller”) which the seller makes towards a contractor within the meaning of Section 14 BGB (German Civil Code).
1.2 Changes and deviations from these General Terms and Conditions and any other written agreements with the seller can only be made with the consent of a member of the management team. Any other persons have no power of representation in this respect.
1.3 These General Terms and Conditions and other written agreements with the seller convey the content of the contractual agreements completely and correctly. Any changes and deviations from this must be proven to the buyer in case of any doubt.
1.4 So-called text form (e.g. emails, Section 126 BGB) is also included in what is meant by the term “written”.
1.5 Different or additional General Terms and Conditions of the contracting party are only valid if they have been confirmed by a member of the seller’s management team.
§ 2 Offers
2.1 All offers are subject to confirmation, unless they have been declared in writing as binding.
2.2 All prices are net, plus statutory VAT.
2.3 Other taxes and fees, in particular use taxes, inspection or examination fees which are demanded by the state, are not included in the pricing.
2.4 The seller is not obliged to refer to the accrual of any taxes and fees in accordance with 2.3. It is to be understood that for all offers the buyer has to bear all the above-mentioned costs without the need for a separate agreement for this.
2.5 The contract comes into effect when the buyer has made an order that is accepted in writing by the seller. The delivery of the goods in compliance with the order equates to written acceptance.
§ 3 Place of fulfilment and risk transfer
All deliveries are made ex works of the seller. Place of fulfilment for all delivery obligations is Neubiberg, Germany. Shipping is at the buyer’s risk. Any risk of destruction, loss of goods or any other damage to the goods or damage of property or persons through the goods during transportation are borne exclusively by the buyer – if it is not caused by incorrect packaging by the seller.
§ 4 Delivery conditions
If the parties do not make a separate agreement, the type of shipping used is at the seller’s discretion, i.e. the shipment can be made by air freight, train, ship or road as desired. The shipping and handling costs will be charged to the buyer at cost price.
§ 5 Partial deliveries
The seller is entitled to perform deliveries owed by him in partial deliveries, unless the partial delivery is not of interest to the buyer and the buyer has expressly indicated this in the contract.
§ 6 Requirement to give notice in the case of material defects
6.1 The buyer must examine the goods immediately upon receipt and, if there is a material defect, make a complaint about this to the seller without delay (Requirement to give notice of defects). The buyer is obligated to store the returned goods at his expense for an appropriate period of time.
6.2 The complaint must describe the material defect(s) in detail.
6.3 If the complaint is omitted, all warranty claims including claims for damages and consequential damages are excluded, unless the material defect was not apparent on examination. This does not apply if the seller has fraudulently concealed the defect.
6.4 If there is an unjustified notice of defects or complaint relating to merely insignificant material defects, the buyer is obligated to compensate the seller for any expenses for the investigation and – if required – for the rectification of the (alleged) material defect.
§ 7 Pricing
The price lists current at the time of concluding the contract apply.
§ 8 Payment
8.1 Payments are due immediately upon receipt of invoice. Unless otherwise agreed, they are to be paid without deduction (discount). The buyer is reckoned to be in default on notice or thirty (30) days after receipt of invoice. This shall also apply to invoices for partial deliveries to which the seller is entitled in accordance with the Terms and Conditions.
8.2. At the discretion of the seller, he is entitled to perform delivery on advance payment only.
8.3 If the buyer defaults on payment, he must pay interest on the debt at an interest rate of 8% above the base interest rate.
8.4 The buyer can only offset such claims as are undisputed or legally binding against claims for purchase prices from the seller.
§ 9 Withdrawal
9.1 The seller is entitled to withdraw from the contract if he is not supplied, not correctly supplied or not supplied on time by his own particular supplier, and compensation for the delivery cannot be obtained after all reasonable endeavour and therefore the timely delivery to the buyer will be impossible.
9.2 The seller can withdraw from the contract if the fulfilment of the obligations of his contractual performance is impossible as a result of impediments to his performance for which he is not responsible, even if they fall within his sphere. This is especially true for cases of force majeure, authorised or unauthorised industrial action, shortage of raw materials, illness of employees and other malfunctions, transport delays, etc.
9.3 The buyer’s claims for damages for all above-mentioned cases of withdrawal by the seller are excluded.
§ 10 Delay in performance
If the seller is in default with his performance, then the buyer is entitled to withdraw from the contract at the earliest twenty-five (25) days after the agreed delivery deadline.
§ 11 Disclaimer and limitation of liability
11.1 The seller is liable for damages – on whatever legal grounds – only if he or a legal representative or agent has caused it intentionally or through gross negligence. Liability in the event of violation of essential contractual obligations remains unaffected by the above-mentioned limitation of liability.
11.2 The liability is limited to foreseeable damages typical of the contract
– In the event of ordinary negligence and
– In the event of gross negligence of an ordinary agent.
– For body, life and health
– In accordance with the product liability law
– In the event of fraudulent concealment of a defect or in the event of a guarantee of quality remain unaffected by the above-mentioned disclaimers and limitations of liability.
§ 12 Warranty for material defects
12.1 The seller guarantees that his products correspond with the descriptions in his catalogues, technical data sheets or other product documents forwarded to the buyer. The seller assumes no responsibility for the products delivered by him corresponding with the purpose of the contract and the intended use desired by the buyer.
12.2 Warranty claims for material defects are not valid in the event of merely insignificant deviation from the agreed quality or in the event of merely insignificant impairment of usability.
12.3 The warranty claims of the buyer as a result of material defects in the purchased item are generally limited to the right to supplementary performance. As for supplementary performance, the seller has the right to choose between rectifying the material defect and the delivery of an item free of material defect.
12.4 The right to a reduction and compensation as well as right of withdrawal are still reserved for the buyer if the supplementary performance has failed. The buyer must declare the exercise of his right of withdrawal against the seller within ten (10) days after failure of the supplementary performance. This time limit also applies to the enforcement of capital compensation to the extent that he causes a rescission of the contract similar to a withdrawal.
12.5 The buyer’s claim for damages as a result of a material defect is also subject to the limitations of Section 11 (Disclaimer and limitation of liability) and Section 6 (Requirement to give notice in the case of material defects).
§ 13 Intellectual property rights of third parties
13.1 The seller’s products are checked by a patent agent to see whether there are any intellectual property rights (particularly patents) belonging to third parties in existence. Nevertheless, the seller cannot guarantee that there are no conflicting intellectual rights. In the event of conflicting rights, the following provisions apply:
13.2 The right to supplementary performance (purchase of a relevant licence from the proprietor by the seller) is excluded if the supplementary performance is economically unreasonable for the seller.
13.3 In accordance with statutory provisions, the buyer is entitled to withdraw from the contract or reduce the purchase price.
13.4 The seller is liable for damages to the buyer only for intent and gross negligence. Usually, the seller cannot be accused of gross negligence if he has hired a patent agent to determine whether there are intellectual rights of third parties in existence, and the patent agent has come to the conclusion that the intellectual property rights of third parties are not excluded.
13.5 The buyer undertakes to immediately inform the seller if he is claimed against by a third proprietor as a result of a product from the seller or if a legitimacy claim is made. The seller is entitled to represent the buyer in pre-litigation and during legal action against the third proprietor.
§ 14 Retention of title
14.1 The seller reserves the ownership of all delivered goods until full payment of the purchase price.
14.2 The buyer is – as long as the seller’s retention of title is effective – not entitled to dispose of the goods, to pledge them or to assign them as security.
14.3 In the case of processing or transformation of the goods, it is agreed that the seller is to be regarded as the manufacturer of the end product and is therefore the owner of the same.
14.4 The buyer shall assign all claims that he made from the – authorised or unauthorised – resale, or those he acquired for other legal reasons in respect of the goods subject to the retention of title, to the seller in its entirety by way of security and the latter shall expressly accept this assignment. The buyer is irrevocably authorised to include the assigned claim in his own name on behalf of the seller.
14.5 In the event of third party access to the goods subject to retention of title, especially for seizure or legal enforcement against the buyer’s property, the buyer agrees to refer to the property of the seller and notify the latter immediately and submit all documents necessary for an intervention. The buyer bears the costs of the intervention.
§ 15 Legal venue, applicable law, miscellaneous
15.1 German law applies to all disputes arising out of or in connection with contracts, deliveries and services by the seller, excluding the Vienna Convention on Contracts for the International Sale of Goods. The application of private international law is not allowed if it refers to foreign law.
15.2 The agreed venue for such disputes is Munich.
15.3 Should individual provisions of these terms be ineffective in whole or in part, or should they become so, the validity of the remaining provisions shall not be affected. The contracting parties are obligated in this case to interpret and frame the provisions in such a way that the intended success with the invalid and inoperative parts is achieved as far as is possible.