We conclude contracts exclusively on the basis of the following terms and conditions. Contradictory terms and conditions of our customers shall only be valid if we have expressly confirmed them in writing.
1. Offers, conclusion of contract and prices
Our offers are subject to change, orders of our customers are only accepted by our written order confirmation. Our order confirmation shall be authoritative for the content of the contract unless we receive an objection without delay.
Our prices are ex works excluding packaging, freight, insurance and other ancillary costs. We reserve the right to change prices in the event of increases in our material and labor costs or unforeseeable processing difficulties. We are also entitled to invoice expenses not agreed upon at the usual rates if they become necessary for the completion of the order. Fixed prices must be expressly guaranteed as such by us in the order confirmation.
2. Terms of payment
Subject to a different order confirmation, our invoices are to be paid net within 30 days. Thereafter, we shall be entitled to charge interest without reminder at a rate of at least 2% above the respective Bundesbank discount rate.
In the event of non-compliance with the terms of payment or circumstances which may subsequently reduce the creditworthiness of the customer, our claims shall become due immediately. In this case, we shall be entitled to demand cash payment against return of the bills of exchange, irrespective of the term of accepted bills of exchange.
The customer is not entitled to assert a right of retention against our claims or to offset them with counterclaims unless they are expressly recognized by us. Our claims shall become statute-barred after 5 years.
3. Retention of title
The delivered goods remain our property until complete fulfillment of all our claims, regardless of the legal basis. In the case of a current account, the retained title shall serve as security for our respective balance claim.
In the event of processing or combination of our goods subject to retention of title, the customer shall provide us with co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title plus a security surcharge in the amount of 25% to the sum of the invoice values of all third-party goods used, including processing costs.
The customer may sell goods owned or co-owned by us (§ 950 BGB) only in the ordinary course of business under his normal conditions and only as long as he is not in default of payment. He shall only be authorized to resell if he assigns to us the claim arising from the corresponding legal transaction in the amount of our invoice value plus a security surcharge of 25%.
We hereby accept the declarations of assignment.
The customer is entitled to collect claims assigned to us until our revocation, which is permissible at any time. We shall only exercise this right of revocation for good cause. Upon request, the customer shall be obliged to inform the third-party debtors of the assignment to us and to provide us with the information and documents required for collection. The customer may not derive from the collection authorization the right to assign or pledge the goods by way of security, to otherwise assign the claims or to set them off against claims.
If the value of the securities existing for us exceeds our claim by more than 25% in total, we shall be obliged to retransfer or release securities of our choice at the customer's request.
4. Delivery and acceptance
The stated delivery periods are generally non-binding. No claims for damages can be derived from exceeding them. A withdrawal in accordance with § 326 BGB (German Civil Code) is only possible after exceeding the delivery period by more than 6 months. In this case, the agreed delivery period shall only begin after receipt of our order confirmation and clarification of all technical questions. Operational disruptions and events of force majeure shall release us from the obligation to deliver for as long as these factors affect our production.
The risk shall pass to the customer as soon as the goods leave our works, in case of collection by the customer upon notification of readiness for dispatch. Shipment is always at the expense and risk of the customer. Transport insurance will only be taken out on the express instruction of the customer.
5. Warranty and notice of defects
The customer must inspect the delivered goods immediately upon receipt. Notices of defects shall only be legally effective if they are submitted to us in writing within 7 days after receipt of the delivery.
Justified warranty claims by the customer shall be limited to rectification, replacement delivery or reduction at our discretion. All further claims, in particular claims for damages, irrespective of the legal grounds, are excluded. A warranty for certain properties, in particular that the delivered goods are suitable for the customer's purposes, shall only be assumed to the extent described above if an express written assurance of properties has been given. Insignificant changes in design and form do not entitle to warranty claims.
With regard to parts of our delivery which are not manufactured by ourselves, the warranty claims shall be limited to the assignment of our claims against our supplier.
The warranty shall expire if our delivery item has been modified, in particular by the installation of third-party parts. Furthermore, no warranty shall be assumed for defects caused by natural wear and tear or damage, in particular due to improper handling.
6. Contract documents, rights
All contractual documents, such as drafts, drawings, calculations and cost estimates, remain our property and may not be reproduced or made available to third parties without our consent. Any rights to patents, utility models, etc. are exclusively ours, even if they have not yet been registered. Reproduction of our products is only permitted with our written consent.
We are entitled to exhibit our products for advertising purposes, to publish them in illustrations, etc., without the customer's consent.
7. Liability
Claims for damages and reimbursement of expenses of the customers, regardless of the legal basis, are excluded.
This exclusion of liability shall not apply in the case of damage caused intentionally or by gross negligence, in the case of slightly negligent violation of essential contractual obligations, in the case of injury to life, body or health or in the case of claims under the Product Liability Act.
Liability only to the foreseeable, contract-typical, direct average damage according to the type of product, the liability is in any case limited to a maximum of 500,000.00 EUR for personal injury and property damage or 25,000.00EUR for financial loss. Per damage event.
Claims of the client for compensation of indirect damages (e.g. loss of production or earnings) are excluded, with the exception of liability for intent and gross negligence.
No liability is accepted for work carried out by the fitters on machines and equipment which is not connected with the installation or repair or which has been carried out without our knowledge and approval, only if the damage was caused intentionally or by gross negligence.
If, in accordance with the contract, the delivery item is set up or assembled by our personnel, the customer shall prepare the premises for assembly at his own expense and in accordance with the contractual agreements and shall ensure that the necessary connections and technical equipment are available. No liability shall be assumed for damage that occurs because the customer has not fulfilled its safety obligations.
Liability for objects provided by the customer shall only be assumed to the extent that insurance coverage exists.
Claims for damages by the customer shall become time-barred one year after receipt of the goods and acceptance of the work performance.
8. Software
In the case of the delivery of software, the subject matter of the contract is the program including description. The presentation in offers and brochures serves only to describe the performance. The customer does not receive guarantees in the legal sense.
Custom software development
Insofar as the right to use the contractual software is defined as the property of the customer, the rights of use shall pass to the customer for an unlimited period.
Insofar as the right of use to the contractual software is limited in time, this shall end with the expiry of the agreed period of use. Any use beyond the subscription period is prohibited. The license is not transferable.
Purchased software
The manufacturer of the software supplied by us is the owner or the person authorized to dispose of all industrial property rights and process technologies existing in the respective program. The license is granted to the customer by the manufacturer for the use of the respective program for his own purposes in his own company exclusively on one system supplied by us in each case. The license is transferable only with the written consent of the manufacturer of the delivered software.
In General
The property right notices on the program carrier or the packaging, including those of third parties, must be observed. This also applies to any modifications and updates of the delivered software. The granting of the license is subject to the full payment of the agreed fee. The right to use does not include the right to use any trademark of the program. The granting of sublicenses by the customer is not permitted.
The customer is entitled to make copies of the license program as far as this is necessary for the contractual use on a workstation or for data backup purposes. All copies must bear the copyright marking in the same manner as the original copies supplied by Gantec. In the event of a reversal of the contract, the subject matter of the contract and all copies must be returned to Gantec or deleted. The customer is obliged to confirm in writing that he has fulfilled this obligation.
Maintenance of the software requires a special agreement. New versions of the program shall be paid for separately by the customer.
The customer is obliged to use delivered programs, including any supplements, only in accordance with the purpose of the contract and not to make them accessible to third parties, either directly or indirectly. The same shall apply to process technologies to which he has gained access. This obligation to maintain secrecy shall continue to exist after termination of the contract. It shall not apply to information that is publicly known or of which the customer has obtained knowledge from other sources.
The customer shall check the software provided to him immediately after installation, in particular by means of test runs.
The customer is aware that, in view of the wide range of possible applications and in view of its complexity, software cannot as a rule be delivered error-free. We do not make any compatibility promises. The rules of liability for defects apply to defects in the delivered software. However, our liability for defects in software is excluded if the customer or third parties not authorized by us make changes, in particular their own programming work.
The liability for defects is subject to the most recently developed and provided version of the programs. The customer is obliged to cooperate with us in the event of a defect.
Liability for damages is excluded if the customer could have prevented their occurrence by reasonable program and data backup.
9. Place of performance and jurisdiction
The exclusive place of performance for claims of both contracting parties is the registered office of our company. Stuttgart is agreed as the place of jurisdiction.
The law of the Federal Republic of Germany shall apply exclusively. The applicability of the UN Convention on Contracts for the International Sale of Goods is also expressly excluded in the event that application is provided for in the customer's terms and conditions.
10. Amendments, ineffectiveness clause
All amendments to these General Terms and Conditions must be made in writing. If individual parts should be abgedungen by law or individual contract, then thereby the effectiveness of the remaining regulations is not affected.
Ditzingen, December 2019