1.1 Our construction and performance conditions apply exclusively; opposing or differing from our construction and
We do not recognize any terms and conditions of the customer that deviate from our performance conditions, unless we have
expressly agreed to their validity in written form.
Our construction and performance conditions also apply even if we are aware of opposing or
the performance to the customer under conditions deviating from our construction and performance conditions
Deviations and additions by the customer are only valid with our express confirmation in text form.
Deviations and additions by the customer are only valid with our express confirmation in text form
effective. They apply, if applicable, only to the transaction for which they were agreed.
1.2 All agreements made between us and the customer for the purpose of executing this contract
are conclusively laid down in this contract.
1.3 In cases of contradictions within the contractual basis, the following order of precedence applies:
a) Individual contract,
b) these General Construction and Performance Conditions,
c) DIN standards or other quality standards that are expressly agreed in writing between the customer and us
d) other legal provisions
d) other legal provisions.
2.1 Our offers are generally non-binding and subject to change and merely an invitation to submit
to understand an order. Customer orders are binding offers to us for
Conclusion of contract. The contract is only concluded after the customer's order and receipt of our
Order confirmation in text form at the customer.
2.2 Contracts are only concluded through our order confirmation in text form or by us
performed fulfillment action (delivery/shipment of the contract item) takes place. Our
Employees are only authorized to make statements on our behalf if we have given them a
have granted power of attorney disclosed to the customer.
2.3 On illustrations, drawings, patterns, calculations, cost estimates, other documents,
We reserve ownership of information of a physical and non-physical nature - including in electronic form -
Copyrights reserved. Before passing them on to third parties, the customer requires our explicit consent
in written form.
2.4 Our technical specifications are understood as approximate values, unless explicitly stated as
guaranteed as binding.
2.5 Calculation errors in offers, order confirmations, or invoices can be corrected by us at any time
.
3.1 The statutory VAT is not included in our prices; it will be charged at the statutory rate on
The date of invoicing is shown separately on the invoice. Unless otherwise specified,
our prices are always understood in EURO.
3.2 The prices of our offer are only valid for orders of the complete service. Our prices are calculated in such a way,
that the delivery or service can be carried out in one operation. Additional efforts that
us due to unforeseeable interruptions in delivery or services or caused by customers
caused delays during commissioning will be invoiced separately and additionally
charged.
3.3 Work commissioned by the customer but not included in the offer will be
we bill according to our charge rates.
3.4 The supply media required for installation at the customer's site (electricity, water, gas, etc.) will be provided to us
Provided free of charge. The customer bears the consumption costs.
3.5 Unless otherwise agreed, our invoices are payable immediately upon receipt without deduction. The
Deduction of discount requires a special agreement in written form.
3.6 If the customer is in default of payment, the legal rules apply, in particular we are entitled
Default interest at a rate of 9 percentage points above the ECB's base rate according to § 247 BGB
make. The assertion of any further delay damages is reserved.
3.7 If there is a significant deterioration in the customer's financial situation after the conclusion of the contract
or circumstances become known that worsen the customer's creditworthiness, we are entitled to further
Deliveries and services are only provided against advance payment or appropriate security.
3.8 The customer is only entitled to set-off rights if their counterclaims have been legally established,
are undisputed or acknowledged by us. The customer is only entitled to rights of retention if their
Counterclaims are legally established, undisputed, or acknowledged by us, and his counterclaim
is based on the same contractual relationship. In the case of reported defects, any existing
Right of retention on the amount of the anticipated defect rectification costs.
4.1 The customer is entitled to request changes until delivery, provided the changes are reasonable for us
are.
4.2 If the changes result in additional effort for us, we are entitled to an increase in the
agreed compensation.
4.3 We are entitled to reject changes to the subject matter of the contract, provided that regarding the increase of the
No agreement is reached on fixed prices.
4.4 The agreed delivery deadlines are extended by a period corresponding to the extent of the change in the contract subject
appropriate period.
5.1 Agreed performance and delivery dates do not lead to doubt, but only with explicit agreement,
for the acceptance of a fixed transaction in the sense of § 376 HGB. The start of the delivery time specified by us
as well as meeting an agreed delivery date requires clarification of all technical and
commercial questions in advance. It is further required that the customer fulfills the obligations incumbent upon him,
such as the provision of the necessary official certificates or permits as well as the
Payment of a deposit has been made on time and properly fulfilled. If this is not the case, the
delivery time is extended appropriately.
5.2 The delivery time is met if the item of performance has left our factory by the end of the period
or the readiness for dispatch has been communicated. If an acceptance is to take place, the time of acceptance
- in the case of unjustified refusal of acceptance, the notification of readiness for acceptance is decisive.
5.3 Is the non-compliance with the delivery time due to force majeure, labor disputes, or other events beyond
are beyond our control, the delivery time will be extended accordingly. We will
inform the customer of the start and end of such circumstances as soon as possible.
5.4 In the event of a delivery delay, we are liable according to the statutory provisions, provided the delay is due to a
is based on an intentional or grossly negligent breach of contract attributable to us; a fault
Our representatives or agents are attributable to us. We are also liable according to the legal
Provisions, insofar as the delivery delay attributable to us is due to a culpable breach of a
essential contractual obligation is based; in this case, however, liability for damages is limited to the foreseeable,
typically occurring damage is limited.
6.1 The risk transfers to the customer when the object of performance has left the factory, even if
then, when partial deliveries are made or we provide other services, e.g., transport, installation,
Have taken over the commissioning. An agreed final acceptance at the customer's premises allows the transfer of risk
ex works untouched. Partial deliveries are permissible unless they are unreasonable for the customer.
6.2 If the dispatch or acceptance is delayed or omitted due to circumstances beyond our control
are to be attributed, the risk passes from the day of notification of readiness for dispatch or acceptance to the
Customer.
6.3 Unless otherwise agreed, the transport is carried out under the direction and at the expense of the customer. Provided we
due to an agreement made to take over the transport, the risk remains ex works according to
Para. 6.1 remains unaffected. If the customer wishes, we will insure the delivery through transport insurance
stock up; the customer bears the costs incurred in this respect.
We are liable for material and legal defects of the service in accordance with the statutory provisions
following regulations:
7.1 The customer must give us the necessary time and opportunity to examine and report the defects.
In the case of self-performance or the commissioning of third parties, we do not cover any costs.
7.2 If a defect exists, we have the option to provide supplementary performance in the form of defect rectification or
entitled to the delivery of a new defect-free item. Replaced items become our property
and must be returned to us.
7.3 A defect does not exist in the case of only insignificant deviation from the agreed quality, in the case of only
insignificant impairment of usability, with normal wear and tear or in case of damage,
caused by unsuitable, improper, or non-contractual use or by excessive
Claims or improper modifications arise, unless they are due to our fault
are attributable.
7.4 For the calculations created by the customer regarding the efficiencies of the contract subject
we do not assume any warranty.
7.5 We only assume responsibility for ensuring the achievement of the intended purposes of use by the customer
when the intended purposes have been separately agreed upon in written form.
7.6 Our warranty expires in each case,
a) if the customer or third parties make changes to the subject of performance without our prior consent
b) if improper repairs are carried out by the customer or third parties, e.g., by not using,
b) if improper repairs are made by the customer or third parties, e.g., by not using
original accessory parts,
c) in case of improper use of the service item,
d) in case of non-compliance with the installation and operating instructions,
e) if the system is serviced by someone other than the factory customer service or a person authorized in writing
Service contract partner has been put into operation.
8.1 The customer is obliged to accept the work. The customer may only refuse acceptance due to significant
Defects that significantly impair the usability of the object of performance, refuse. Comes
If the customer does not fulfill their obligation to accept, we are entitled to set the customer a reasonable deadline for
Declaration of acceptance to be set. If the customer does not declare acceptance within this period, then the
Subject of performance deemed accepted upon expiration of the deadline.
8.2 The acceptance is considered to have taken place and is tacitly declared as soon as the customer
Takes the object of performance into use.
9.1 We are liable according to the statutory provisions if the customer asserts claims for damages,
which are based on intent or gross negligence, including intent or gross negligence by representatives
or vicarious agents.
As long as we are not accused of intentional breach of contract, liability for damages is limited to the
limited to foreseeable, typically occurring damage.
9.2 We are liable according to the statutory provisions if we culpably breach a material contractual obligation
violate. In this case too, liability for damages is limited to the foreseeable, typically
occurring damage.
9.3 Insofar as the customer is otherwise entitled to compensation due to a negligent breach of duty
If damages are due instead of performance, our liability is limited to compensation for foreseeable, typically
occurring damages.
9.4 Liability for culpable injury to life, body, or health remains unaffected.
This also applies to mandatory liability under the Product Liability Act.
9.5 Unless otherwise stipulated above, our liability is excluded.
9.6 Insofar as liability for damages towards us is excluded or limited, this also applies in the
Regarding the personal liability for damages of our employees, workers, staff, representatives
and vicarious agents.
10.1 Insofar as software is included in the scope of delivery, we grant the customer a simple, non-exclusive,
perpetual right to use the delivered software, but only for the agreement between the
The parties agreed on the destination country where the subject of performance is to be used. The
The right of use is limited to the subject matter of the service.
10.2 The customer is entitled to modifications, extensions, and other revisions in accordance with § 69 c No. 2 UrhG
only authorized to the extent that the law unconditionally permits it.
10.3 All other rights to the software remain with us. The granting of sublicenses requires our
consent in text form.
11.1 We retain ownership of the subject matter until full payment of all
Claims arising from the business relationship between us and the customer exist.
11.2 We are entitled to insure the subject matter of the service at the customer's expense against theft, breakage, fire,
To insure water and other damages, unless the customer has demonstrably taken out the insurance themselves
taken out the insurance themselves.
11.3 The customer may neither sell, pledge, nor transfer the object of performance as security. In case of
The customer must immediately notify us of any seizure, confiscation, or other disposition by third parties
notify.
11.4 The customer assigns to us the claim to secure our claim against him, which arises from the connection
arise from the subject matter of the service with a property against a third party.
11.5 In the event of a breach of contract by the customer, especially in the case of payment default, the customer is, even without
we withdraw from the contract, obliged to return the object of performance. In this case permits
the customer hereby irrevocably instructs us to immediately collect the service item and to his buildings
to enter for this purpose without hindrance.
11.6 The assertion of the retention of title and the seizure of the reserved goods by us do not apply
as a withdrawal from the contract. After taking back the object of performance, we are entitled to dispose of it freely
entitled. The proceeds from the utilization are applied to the customer's liability minus reasonable
realization costs.
11.7 We commit to releasing the securities due to us at the customer's request as long as the
realizable value of our securities exceeds the secured claims by more than 10%; the
The selection of securities to be released is our responsibility.
12.1 The customer is obliged to obtain the information acquired during the conclusion and execution of the contract
Information, especially all commercial and technical information, whether oral or
embodied in documents, to be treated as trade secrets and accordingly confidential. The
The customer's organs, employees, and agents are to be obligated accordingly.
The obligation of confidentiality does not exist or ends when and to the extent that the customer proves that the
relevant information becomes generally known without any fault of their own, lawfully from a
Obtained by third parties, must be presented in the context of a legal proceeding or at the time
were already generally known at the time of their acquisition.
12.2 The customer is only permitted to pass on the information obtained under this contract to third parties with our
Consent in written form is authorized. Not considered third parties under this regulation: employees of the customer
and regulatory authorities, however, such persons are required to maintain confidentiality in accordance with the
to comply with the above regulations.
13.1 The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction is Saalfeld. However, we are also entitled to file a lawsuit at the customer's headquarters.
13.2 The place of jurisdiction is Jena. However, we are also entitled to choose the place of jurisdiction at the place of performance and at
Jurisdiction of the customer's headquarters to file a lawsuit.
13.3 If individual provisions of these terms and conditions are or become invalid, this will
the effectiveness of the remaining provisions is not affected. If a partial clause is invalid, the
Effectiveness of the remaining clause remains unaffected if it is separable within the partial clause, otherwise
is understandable and results in a remaining meaningful provision within the overall structure of the contract.
13.4 If any provision of this contract is or becomes invalid, the validity of the remaining
Provisions hereof remain unaffected. In such a case, the business parties are obliged to
To contribute to the creation of provisions through which an economically
the closest possible result is legally achieved.
