Unless expressly agreed upon otherwise, our general terms and conditions of business apply for all quotations, orders sales contracts and deliveris which we perform for the contracting body (purchaser). They also apply for future business relations even if they are not expressly agreed upon again. Customer business conditions which deviate from these conditions are not recognised, even if we do not expressly contradict them.
 
I. Conditions of performance and repair
 
1. General
 
1.1 Insofar as the following conditions do not contain a relevant regulations, the German Construction Contract Procedures Part B for construction work (construction services) apply as do parts of Part C with regard to DIN 18 299, DIN 18 382, DIN 18 384, DIN 18 385 and DIN 18 386 as General Technical Contractual Conditions for Construction Services.
 
1.2 Documents pertaining to the contractor´s quotation such as drawings, sketches etc. should only be regarded as approximately accurate as regards dimensions and weights unles the measurement and weight precision has been expressly confirmed. The contractor reserves proprietorship and copyright to these documents. They may not be made available to third parties or otherwise inappropriately used without the permission of the contractor. If the contract is not awarded, customer- specific documents are to be returned without further demand and in any case immediately on demand.
 
2. Deadlines  
 
2.1 The agreed delivery or completion date is only binding if its observation is not made impossible by circumstances over which the contractor has no control. Such circumstances include changes and the absence of documents (official construction and execution and performance approvals, planning and performance documents etc.) which are necessary for the performance of the contract.
 
2.2 In case of delay, the contracting body (in the performance of construction services) may only assert claims arising from Section 8 No. 3 VOB/ B if a time for starting and completion was agreed in writing according to the calendar and the contracting body set a reasonable deadline after this time and has declared that they will withdraw from the contract when the deadline runs out.
 
3. Costs for non- performed contracts
 
Since troubleshooting time is also working time, the accrued and actual accountable time will be invoiced to the contracting party in the event that no warranty works are available if a contract cannot be performed because:
 
3.1 the fault complained about could not be ascertained in consideration of the rules of technology;
3.2 the contracting party culpably misses the agreed deadline;
3.3 the contract was withdrawn during performance
3.4 the conditions of receipt when using relevant products from te area of entertainment or remote transmission technology are not completely fulfilled.
 
4. Warranty and liability
 
4.1 The warranty period for all works, repairs etc. which are not construction services, and for built- in material is valid for one year. The agreed VOB/ B regulations apply as a whole for construction services.
 
4.2 If a fault exists, the contracting party must set the contractor an appropriate deadline for supplementary performance. The contracting party must in particular ensure that the item objected to is made available for the contractor or their representative to examine and for execution of supplementary performance.
 
4.3 If the contractor is obliged to perform supplementary performance he may do so at his own discretion by eliminating the fault or by re- performance of the works.
 
4.4 If supplementary performance fails, the customer is entitled to reduce the payment or to withdraw from th contract. Withdrawal is excluded in the event that the neglect of duty on the part of the contractor is irrelevant or if the object of the agreement is a construction service.
 
4.5 In case of injury to life, limb or health which is based on a negligent neglect of duty by the contractor or a deliberate or negligent neglect of duty by their legal representative or vicarious agent, the contractor shall be liable in accordance with the legal regulations. The same applies for other damages which are based on grossly negligent neglect of duty by the contractor or on a grossly negligent dereliction of duty by his legal representative or vicarious agent.
 
For other damages based on the slight dereliction of important duties due to slight negligence on the part of the entrepreneur, their legal representative or vicarious agent, the contractor´s liability i limited to foreseeable contract- typical damages up to a maximum of double the value of the object of the agreement. Excluded are damages claims for miscellaneous damages on the infringement of secondary obligations in case of slight negligence.
 
The contractor is not liable for other damage arising from delays caused by simple negligence: the legal rights of the contracting party following expiry of an appropriate period of time remains unaffected. The above exclusions of liability and/ or limitations do not apply insofar as the contractor has fraudulently concealed a fault or has taken on an independent guarantee for the condition of the item. The contracting party´s claims after compensation of futile expenditure in place of the damage claim in lieu of the services remain unaffected.
 
5. Contractor´s extended lien on movable objects
 
5.1 On the basis of his claim from the contract, the contractor is entitled to a lien on the contracting party´s good which have come into his possession due to the contract. The lien may also be asserted due to claims from previously performed works, replacement parts deliveries and other services insofar as they relate to the goods. The lien only applies to other claims from the business relationship insofar as said claims are undisputed and legally effective.
 
5.2 If the goods are not collected within four weeks after collection is requested, the contractor may charge an appropriate sum for storage after this deadline has passed. If the goods are not collected three months collection is requestd at the latest, any further obligation to store them and any liability for slightly negligent damage or destruction expires. The contracting party shall be sent a notice of sale one month before this deadline expires. The contractor is entitled to sell the goods at the current market price after the expiry of this deadline to cover their claims. Any additional proceeds are to be refunded to the customer.
 
6. Retention of title
 
6.1 Insofar as the replacement parts or others inserted on the occasion of a repair do not become major components, the contractor reserves the title to these parts until all the contractor´s claims from the account brought forward have been settled. If the contracting party falls into arrears or does not fulfil his obligations arising from the retention of title, and if the contractor therefore declares his withdrawal from the contract, the contractor may demand the return of the goods for the purpose of removing the inserted parts.
 
All costs for return and dismantling are borne by the contracting party. If the repair is performed on the customer´s premises, the contracting party shall give the contractor the opportunity to remove the parts on the contracting party´s premises. The contracting party is liable for labour and travel costs. If the contracting party does not give the contractor the opportunity of removal, item 6 paragraph 2 clauses 1 and 2 apply accordingly.
 
II. Conditions of sale
 
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1. Retention of title
 
 
The items and equipment sold remain the property of the seller until all claims against the contracting party arising from this contract have been settled. The retention of title also remains effective for all claims which the seller subsequently acquires against the contracting party in connection with the object of purchase, such as due to repairs or replacement part deliveries and also other services. The latter does not apply in the event that the repair is unacceptably delayed by the contractor or has failed.
 
The items may not be sold on, leased, lent or given away or handed over for repair by third parties until the seller´s aforementioned claims are settled. Transfers by way of security and pledging as collateral are similarly prohibited. If the contracting party is a merchant (reseller), he is permitted to sell the items on the normal course of business on condition that claims towards his purchasers or third parties arising from resale, including all ancillary rights, are already ceded to the seller to the value of the seller´s invoice value.
 
The contracting party is entitled to possess and use the object of purchase for the duration of the retention of title as long as he fulfils his obligations arising from retention of title and is not in arrears. If the contracting party falls into arrears or does not fulfil his obligations arising from the retention of title, and if the seller therefore declares his withdrawal from the contract, the seller may demand the return of the object of purchase from the contracting party and dispose directly of the object of purchase by the best possible means, offsetting it against the purchase price, following notice with an appropriate deadline.
 
All costs arising from the redemption and disposal of the object of purchase are borne by the contracting party. In the event of access by third parties, in particular in the event of seizure of the object of purchase or the exercising of contractor´s lien by a workshop, the contracting party shall inform the seller immediately in writing and advise the third party immediately of the seller´s retention of title. The contracting party bears all costs which must be incurred to achieve the relinquishment of access and recovery of the object of purchase insofar as they cannot be collected from third parties.
 
For the duration of the retention of title the contracting party is obliged to maintain the object of purchase in an orderly condition and to have all foreseeable maintenance work and necessary repairs performed without delay by the seller. The seller undertakes to release securities due to him insofar as their value does not exceed more than 10% of claims still to be secured, insofar as these are not yet settled.
 
2. Delivery and default of acceptance
 
 
If the contracting party does not accept the item within the time limit, the seller is entitled to set an appropriate subsequent deadline and afterworks to otherwise dispose of the item and supply the contracting party within an appropriate extended deadline. The seller´s right to withdraw from the contract after the deadline or to demand compensation remain unaffected. As part of a compensation claim, the seller may demand 20% of the agreed sale price without VAT as compensation without verification insofar as it cannot be proven that no loss, or a significantly lower one, has occurred. The right to assert an actual higher loss remains reserved. The contracting party is obliged to accept partial deliveries as long as doing so is reasonable.
 
3. Warranty and liability
 
 
3.1 Warranty claims for all new items sold expire after two years and for used items after one year after handover of the item. Obvious defects must be reported to the seller within two weeks of delivery as from the despatch of the report, otherwise the seller is exempted from warranty liability.
 
3.2.1 The seller is obliged to supply supplementary performance and shall provide this at his own discretion by either rectifying the defect or supplying a fault- free item in its place.
 
3.2.2 If the supplementary rectification fails, the contracting party is entitled to withdraw from the contract or to reduce the sale price. Withdrawal is not possible if the seller´s neglect of duty is negligible.
 
3.2.3 There is no defect in the item supplied in case of defects which are caused bye the contracting party through damage, incorrect connection or incorrect conditions, in case of damage due to force majeure, for example a lightning strike, in case of faults as a result of overstraining mechanical or electro- mechanical parts through inappropriate use or through contamination or extraordinary, mechanical, chemical or atmospheric influences. In the field of consumer electronics, there is also no defect if the reception quality is impaired by inadequate reception conditions or inadequate antennas or through external influences, or through damage caused by unsuitable or defective batteries incorrectly inserted by the customer.
 
3.3 If warranty claims are asserted they must be verified by presentation of the invoice or other proof of purchase.
 
4. Liability for damages
 
 
4.1 The seller is liable in accordance with the legal provisions in case of injury to life, limb or health caused by careless neglect of duty on the part of the seller or deliberate or careless neglect of duty by their legal representative or ordinary vicarious agent.
 
4.2 The following applies for other damages:
 
4.1.2 The seller is liable according to the legal provisions for damage caused by gross negligence on the part of the seller or deliberate or gross negligence by their legal representative or ordinary vicarious agent.
 
4.2.2 For other damages caused by the infringement of significant contractual obligations due to slight negligence on the part of the seller, their legal representative or vicarious agent, the seller´s liability is limited to foreseeable damages typical for this kind of contract up to a maximum of twice the value of the supplied item.
 
4.2.3 Claims for other damages caused by the infringement of ancillary obligations or nonsignificant obligations in case of slight negligence are excluded.
 
4.2.4 Claims due to delay caused by slight negligence are excluded; the contracting party´s legal rights after the expiry of an appropriate deadline remain unaffected.
 
4.3 Liability exclusions or limitations do not apply insofar as the seller has fraudulently concealed a defect or has taken on a guarantee for the condition of the item.
 
4.4 The seller´s claim for compensation for futile expenditure in place of damages instead of the service remain unaffected.
 
5. Withdrawal
 
In the event of withdrawal, the seller and the customer are both obliged to return the services received from one another. The value of use of the item is to be refunded, whereby the reduction in value which has occurred in the meantime should be taken into account.
 
III. Common provisions for services, repairs and sales
 
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1. Prices and conditions of payment
 
1.1 The end prices are ex the contractor´s or the seller´s premises including VAT.
 
1.2 The invoice amounts shall be paid in a signale sum within 10 days. Partial payments for sales are only possible if they are agreed upon in advance in writing. Invoices connected with the sale of electric current are payable in one amount immediately after receipt of the invoice. Clause 2 applies analogously. In case of payment arrears, the contracting party shall be additionally invoiced 2,50 Euros per reminder plus postage and default interest at 5% or 8% above the basic rate for legal transactions in which the consumer is not involved (Section 288 or the German Civil Code (BGB)).
 
1.3 Repair invoices shall be paid in cash. Cheques and bills of exchange are only accepted on account of payment and by special arrangement.
 
1.4 A supplementary quotation may be requested from the contracting party or specified by the contractor for services which are not included in the contract or which deviate from the description of services. Insofar as this is not the case, these services are invoiced according to measurements and time. Section 15 No. 5 of the German Construction Contract Procedures (VOB/ B) applies to the performance of building services with regard to the reporting and verification of temporary workers.
 
1.5 With contracts whose performance lasts longer than one month, part payments are to be made according to progress to the amount of 90% of the respective value of the work done. The partial payments are to be requested by the contractor and to be paid by the contracting party within 10 days as from the invoice date.
 
2. Plache of jurisdiction
 
The exclusive place of jurisdiction for all current and future claims arising from the business relationship with merchants, including bill of exchange and cheque claims is the contractor´s or the seller´s headquarters. In accordance with the regulations in points I, 1.1 and 1.2 of the printed General Terms and Canditions, Section 13 of the German Construction Contract Procedures (VOB/ B) applies to the performance of construction services including warranty and liability. Section 13 of the German Construction Contract Procedures (VOB/ B) contains the following:
 
1. If no expiry limit is agreed upon for the warranty in the contract, the expiry limit is two years for construction works and wood diseases and one year for work on a plot of land and for parts affected by fire in combustion plants.
 
2. In case of machine and electro- technical/ electronic systems or parts thereof for which maintenance has an influence on safety and functionality, the expiry period for warranty claims is one year in deviation from paragraph 1 if the contracting party decided not to transfer maintenance to the contractor for the duration of the expiry period.
 
3. The expiry period begins with the approval of the entire service; it only begins with partial approval for self- contained parts of the service (Section 12 No. 2).