Terms and Conditions of BMTEC GmbH

 

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1. General

 

1.1. The Terms and Conditions shall apply for the relationship to our contractual partners which act as contractors executing a commercial or independent professional activity. They shall also apply for all future business dealings even if these are not expressly agreed. Differing, conflicting or supplementary terms and conditions of the contractual partners shall not, even upon knowledge thereof, become part of the agreement unless their applicability is expressly agreed to in writing.

1.2. We shall reserve the copyrights and property rights to cost estimates, drawings and other documents. The parties shall both be obligated only to make plans designated as confidential available to third parties with consent of the respective other contractual partner.

 

2. Scope of delivery

 

2.1. Our offers shall be non-binding. Our written order confirmation shall be decisive for the scope of the delivery obligation.

2.2. Partial deliveries shall be permissible.

2.3. The quality specified in the service specification of the delivery shall comprehensively and conclusively determine the characteristics of the delivery item. A description of the delivery item that supplements or modifies this service specification may only be defined by the management or a person authorised in writing to do so.

 

3. Prices and payment

 

3.1. The prices shall be net prices ex works. Value-added tax in the respectively statutory applicable amount shall be added to the prices.

3.2. The receivable shall be immediately due upon receipt of the invoice. Specifying a term of payment on the invoice shall not defer the settlement date and the occurrence of default.

3.3. If the fulfilment of the claim to payment is at risk due to a deterioration of the client's financial circumstances which occurred or became known after conclusion of the agreement, we shall be entitled to demand advanced payment and immediate payment of all outstanding, deferred or not yet due receivables. This shall in particular affect the payment of the machines already manufactured but not yet delivered by then. We may retain the delivery item until the payment has been made as well as stop further processing on ongoing orders. We shall also be entitled to these rights if the client does not effect a payment despite a delay-related reminder being sent.

3.4. Any set-off shall only be permissible with claims that are uncontested or have been determined as legally binding.

 

4. Delivery period

 

4.1. The period of delivery shall commence with sending the order confirmation, however, not before the customer (orderer) has provided the required documents, licences, approvals, etc.

4.2. The period of delivery shall be deemed met if the delivery item has left the works or readiness for dispatch has been advised.

4.3. The period of delivery shall be reasonably extended in the event of measures in the framework of industrial action, in particular strikes and lock-outs as well as in the event of unforeseen hindrances beyond our scope of responsibility, if said hindrances are proven to considerably affect the completion or delivery of the delivery item. This shall also apply if subcontractors are subject to said circumstances. In important cases, we shall notify the customer of the beginning and end of such hindrances as soon as possible.

 

5. Transfer of risk

 

The risk shall at the latest be transferred to the customer on sending the delivery parts, also if partial deliveries are effected. On request of the customer and at its expense, the consignment shall be insured by the supplier against theft, breakage, transport, fire and water damages as well as other insurable risks.

 

6. Reservation of title

 

 

6.1. We shall reserve the title to the items delivered by us until all receivables resulting from the ongoing business relationship have been fully settled. Should the customer be a distributor, it shall have the right to sell the goods in the normal course of business by disclosing the reservation of title. The customer shall already assign all claims resulting from selling the items to a third party to us in the amount of our balance claim. We shall accept the assignment. We shall reserve the right to collect the receivables ourselves if the customer defaults in payment. The customer shall provide us with all required information for this. We shall also be entitled to withdraw from the agreement in the event of default of payment and to demand the delivery items to be returned. The customer shall be obligated to return the delivery items.

6.2. The customer shall be obligated to treat the machines with care and to regularly and competently carry out all required maintenance and inspection work at its own costs. The customer shall immediately inform the supplier of pledges and seizures or other orders by third parties.

6.3. Should the delivery item be combined, processed or mixed with other items that do not belong to us, we shall acquire joint ownership of the new item in the value of the item delivered by us.

 

7. Warranty

 

7.1. At our discretion, all those parts of the delivery or services shall be rectified, delivered again or provided again (post-performance) that become unusable or significantly impaired in their serviceability as a result of a circumstance existing prior to transfer of risk, in particular due to a defective design, faulty materials or poor workmanship within 12 months from the day of delivery or respectively the day of acceptance. This shall not entail any changes to the statutory burden of proof. If such defects are determined, we must be immediately notified of these in writing.

7.2. At reasonable discretion of the customer, it shall grant us sufficient time and opportunity to carry out the post-performance. Should the customer refuse us this without good cause, we shall be exempt from the liability for defects. Should we let the reasonable period of grace granted to us elapse without rectifying the defect or should the post-performance fail, the customer shall be entitled to withdraw from the agreement or demand the payment to be reduced (reduction). The right of the customer to demand compensation instead of the service shall remain unaffected according to these terms and conditions. The liability for damages caused as a consequence of a defect shall be excluded according to the provision in item 8 of these terms and conditions.

7.3. The liability for defects shall not refer to natural wear and tear or dirt as well as to damages resulting after the transfer of risks from incorrect or negligent handling, improper wear, unsuitable operating fluids and from chemical, electrochemical or electrical influences that are not presupposed in accordance with the agreement. We shall have no liability for consequences resulting from improper modifications and repair work carried out by the customer or third parties.

 

8. Limitation of liability

 

In cases of loss of life, bodily injury or damage to health and according to the Product Liability Act as well as if we or persons assisting us or our representatives have intentionally breached an obligation, we shall be fully liable according to the legal provisions. In all other cases, our liability shall be limited to the damage typically foreseeable for this type of agreement. If we, persons assisting us or our representatives can only be accused of slightly negligent breach of obligations, we shall only assume liability for breach of significant contractual obligations for the damage typically foreseeable for this type of agreement. Liability for damages to other objects of legal protection of the customer caused through the delivery item, e.g. damages to other items, shall be excluded unless clause 1 applies or we, persons assisting us or our representative can be accused of gross negligence. No change of burden of proof to the disadvantage of the buyer shall be connected with the preceding provisions.

 

9. Applicable law, place of fulfilment and court of jurisdiction

 

9.1. The applicable law shall be that of the Federal Republic of Germany with exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

9.2. If the buyer is a tradesman in accordance with the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, our registered office shall be the place of fulfilment and the court of jurisdiction for all disputes resulting from the contractual relationship. We shall be entitled to file a suit at the headquarters of the customer.

 

Rechtmehring, April 30th, 2014

BMTEC GmbH

Am Kornfeld 3a

D-83562 Rechtmehring 

 

Local Court: Mühldorf am Inn

District / Registration Court: Traunstein