IT-Service Leipzig GmbH – General Terms & Conditions
as of 1st January 2015
1. The following General Terms and Conditions apply to all supplies and services provided by us to any orderer or purchaser as customer. In ongoing business relations these Terms and Conditions shall also apply to all future services and contracts. Terms and Conditions of the Buyer contradicting or deviating from ours will be null and void unless we have explicitly agreed to recognise their validiy in writing.
2. All agreements between us and the Buyer, deviating from these General Terms and Conditions, are to be made in writing.
3. We reserve unlimited proprietary rights and copyrights in respect of all technical information and documentation made available.
4. Our General Terms and Conditions only apply to companies as defined by § 14 BGB (German Civil Code) and to legal entities incorporated under public law.
II. Offer and Acceptance
1. Our offers are without obligation and non-binding. A contract only comes into effect on our written acknowledgement of order or on execution of the work/delivery.
2. Verbal agreements or assurances require a written confirmation.
3. Declarations of weight, measure or other specifications and data as well as drawings or illustrations provided are only binding if formally agreed in writing.
III. Prices and Supply Conditions
1. Prices shall be understood net, ex works, excluding value-added tax and without costs for packing, freight, setting up or assembly, which shall be invoiced separately.
2. Our supply obligation is subject to correct and timely delivery from our suppliers. We reserve the right of partial delivery.
3. Lead times given by us are non-binding unless they are expressly agreed or confirmed upon as binding. Delivery periods start with the date of the acknowledgement of order, however, not before receipt of all necessary documentation to be supplied by the Buyer, e. g. approvals or clearances. Delivery times are to be understood ex place of delivery (ex works).
4. Events of force majeure, even when they occur during an already existing delay, entitle us to postpone the delivery by the time the impediment lasts plus a reasonable start-up period. In case that the fulfilment of the contract becomes unreasonable for one of the parties, this party may then withdraw from the contract. Any circumstances that materially aggravate our delivery or make it impossible shall be deemed equal to force majeure, such as monetary, trade or other sovereign measures, strikes, blockage or obstruction of traffic routes, regardless of whether these circumstances occur at our location or that of a subcontractor/ supplier. If the delivery time extents or if we are relieved of our obligation, the Buyer cannot derive any claims for damages from this. We shall only be entitled to appeal to the circumstances referred to above on condition that we notify the purchaser promptly.
5. If we are delayed in providing a delivery, the Buyer must set an appropriate period of grace to us in writing. After elapse of this period the buyer can withdraw from the delivery of those goods which have not been reported as being ready for despatch. The Buyer shall only be entitled to withdraw from the overall contract if the part deliveries already effected are of no interest to him whatsoever.
6. If the purchaser suffers loss or damage as a result of delayed delivery for which we are responsible, he is entitled – as soon as he can credibly demonstrate that this has caused him damages – to compensation for late delivery, up to a maximum of 0.5% of the invoice value of the deliveries and services that are late, for every full week of the delay, with an aggregate maximum of 5% in total. Any further claims are excluded.
IV. Shipping and Transfer of Risk
1. For domestic and foreign business the delivery clauses of the INCOTERMS (latest edition) apply concerning delivery and transport as well as risk and cost allocation between us and the Buyer. Unless otherwise agreed the delivery clause EXW Leipzig or Haan applies. In case that we have to set up or assemble products at customer site, the transfer of risk to the Buyer takes place the latest after installation has been carried out.
2. Parcel shipments are only insured up to a merchandise value of EUR 510. Any deliveries exceeding this value will be covered by a transportation insurance concluded at the expense of the Buyer.
3. Upon receipt the Buyer is obligated to inspect the goods for visible external damage. If necessary a notice of claim must be handed out to the forwarder immediately (German Commercial Code HGB § 438). By signing the proof of delivery the Buyer acknowledges the condition of the consignment as ordered.
4. Packing, shipping route and means of transportation shall be left to our discretion unless otherwise agreed.
V. Setup, Assembly and Equipment Service
1. The delivery items required for starting work must be present on site prior to the start of installation or assembly. All preparatory work to be provided by the Buyer must be fulfilled before the beginning of the installation to such extent that the Services can be carried out without interruption immediately upon arrival of the staff assigned. Prior to installation/assembly and without further request, the Buyer shall be obliged to inform the Seller in writing about any blind power supply, water, gas or similar lines and installations as well as about any magnetic fields where applicable and to make the corresponding illustrative material available. The Buyer has to take care for sufficient feeding and discharging utility lines.
2. The Buyer must provide the auxiliary material necessary for installation/assembly as well as back staff like skilled workers and/or subworkers at his own expense.
3. Repairs take place by eliminating faults and by exchanging faulty parts in case that applicable. Defects detected additionally will be removed as well, except the Buyer only requests a partial repair. After repair upon receipt or on site the Buyer or his agent is obligated to check the equipment immediately. Failures which are detected must be claimed immediately.
4. If installation/assembly is delayed due to reasons the Seller cannot be held liable for or due to reasons emanating in the Buyer’s sphere of responsibility, the Buyer shall bear the costs for the stand-by time and any further necessary travel/accommodation expenses for the installation/assembly staff.
VI. Payment Terms and Right of Retention
1. Our invoices are due and payable in full 14 days from invoice date. Costs of monetary transactions shall be bourne by the Buyer.
2. Bills of exchange and cheques shall only be accepted upon prior agreement and only on account of performance upon invoicing of all expenses accrued.
3. Payment is not considered made before we finally can dispose of the amount in question.
4. In the event of delayed payment, also in case of no reminder, the Buyer shall pay interest from the due date, in the amount of 8% above the respective base interest rate.
5. The Buyer is only permitted to compensate debts with undisputed or legally valid counterclaims.
VII. Reservation of Proprietary Rights
1. The seller retains the title to all goods delivered until payment is made in full.
2. The Buyer may neither sell, pledge nor transfer the reserved goods as collateral until full payment has been made.
VIII. Cancellation and Return Delivery
1. Cancellations of order are only valid if confirmed by us in writing (Cancellation Agreement). On conclusion of cancellation agreements and return deliveries the seller is entitled to assertion of claims already paid.
1. The seller warrants that all products are free of manufacturing or material defects. The warranty shall extend over a period of 12 months. The period shall commence upon receipt of the merchandise. For wearing parts special conditions of the manufacturers apply (e. g. warranty for vacuum parts based on “pro rata temporis”). For second hand equipment and components warranty is excluded.
2. The Buyer is obliged to examine the delivered item immediately upon receipt. Any obvious defects are to be notified immediately, the latest within 7 days after receipt of the goods. Hidden defects are to be reported immediately after their discovery. A notification of defects must be made in writing.
3. In case of defects usage of the equipment must be suspended immediately. We must be given the opportunity to verify the notified deficiencies.
4. In the event of a justified claim for defects, we shall be entitled to select between amending or withdrawing the defective item and to replace it against a faultless one. In case that rectification of defects and/or replacement delivery fails, the Buyer is entitled to his statutory rights.
5. If storage, operating or service instructions are not observed, parts are exchanged or consumables are used that do not meet the original specification requirements, the warranty will become null and void. Additionally no warranty will be taken for defects resulting from improper use, faulty assembly or operation as well as negligent treatment of the equipment.
6. Liability for normal wear and tear is excluded.
7. Only the immediate Buyer shall be entitled to claims based on defects against the Seller. These claims shall not be assignable.
8. Any return deliveries will only be accepted if announced at least 4 business days in advance.
1. Our liability shall be excluded provided that the damage has not been caused through grossly negligent or willful actions on our side or through culpably violating essential contractual obligations (cardinal obligations). The extent of our liability is limited to damages typically occuring in business transactions of this kind. Liability for abnormal or unforeseeable damages shall be excluded in all cases.
2. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability in accordance with the product liability law and liability within the scope of a warranty or concerning the assurance of a characteristic feature.
3. As far as the liability for compensation against us is excluded or restricted, this shall be valid as well with respect to the personal liability for compensations of our employees, staff members, representatives and vicarious agents.
XI. Further Obligations
1. For the acquisition of equipment or accessories subject to special provisions, e. g. gamma radiography cameras, X-ray tubes or gamma sources, the Buyer is obliged to provide evidence concerning the required approval. Furthermore he has to observe all relevant statutory and official requirements. This applies in particular to operation, storage, transportation, disposal and protection from misuse.
2. The Buyer shall release us internally from any claim for compensation by third parties.
3. The Buyer is obliged to use all brand, product and/or company names only with the explicit consent of their respective owners. Any form of counterfeit, in whole or in part, is not permitted.
XII. Applicable Law and Jurisdiction
1. For contractual relationship between the parties the law of the Federal Republic of Germany shall be applicable exclusively.
2. Exclusive place for the jurisdiction shall be the registered office of our company. We however also are entitled to take legal action at the court responsible for the Buyers registered office.
3. Should any of the provisions of this GTC become invalid to full or in part, the validity of the remaining provisions shall remain unaffected.