General Terms and Conditions



 General Terms and Conditions ( GTC ) of Correct Power Institute GmbH

 

A. General

 

1 General, Scope

 

1.1 These General Terms and Conditions ( GTC) apply to all offers, orders , deliveries and works and services of the Correct Power Institute GmbH in accordance with the procedure laid down in an offer scope . The terms and conditions shall only apply if the contractor entrepreneur (§ 14 BGB) , a legal entity under public law or a public law special fund.

 

1.2 In the case of the sale and / or the supply of goods ( hereinafter also "goods" ) , the General Conditions ( § § 433 , 651 BGB), regardless of whether we produce the goods themselves or buy from suppliers.

 

1.3 Our terms and conditions apply exclusively . Differing, conflicting or additional terms and conditions of the contractor shall only become part of the contract , as we have expressly agreed to their validity . This requirement applies in any case , for example, even if we, knowing the terms of the customer delivery to him unreservedly

 

1.4 In some cases Individual agreements with the contractor ( including collateral agreements , supplements and amendments ) shall always take precedence over these Terms and Conditions .

 

1.5 Legally relevant declarations and notifications that are to be issued after conclusion of the contract by the customer against us ( eg setting deadlines , defects, notice of cancellation or reduction ) shall be effective only in text form.

 

1.6 Notes on the application of statutory provisions only for clarification purposes . Even without such clarification , the statutory provisions , insofar as they are not directly modified in these Terms or expressly excluded.

 

1.7 To the extent necessary for business we have the power to the customer's data in the context of data protection laws to save (especially § 28 BDSG) electronically and process .

 

1.8 In the case of software , the source code is ( source code ) is not part of the contractual object .

 

1.9 The Client and the Correct Power Institute GmbH are collectively referred to as the " contractor" .

 

 

2 Choice of Law and Jurisdiction

 

2.1 For these Conditions and all legal relations between the customer and us the laws of the Federal Republic of Germany under exclusion of international uniform law, particularly the UN sales law .

Requirements and effects of retention of title acc. Section B, para. 5 subject to the law of the respective location of the matter , so far as that the choice of law in favor of German law is inadmissible or ineffective.

 

2.2 If the customer is a merchant i.S.d. Commercial Code , legal entity under public law or a public special fund, the exclusive - even international - place of jurisdiction for all disputes arising from the contractual relationship , directly or indirectly arising disputes our registered office in Mars mountain. However, it is up to us to take legal action on the seat of a branch or office of the customer or its subsidiaries.

 

 

3 Confidential Information , Privacy

 

3.1 The contractor shall treat essential and not generally known affairs of the other party with the usual in business confidentiality.

 

3.1.2 The Customer undertakes to information and knowledge , which as "secret " or "confidential" marked / marked to keep secret , regardless of the type of transmission, the recording or of the transmitting medium.

The duty of confidentiality includes, in particular , that the information is disseminated either internally processed in their own projects or for their own purposes or the purposes of a third party may be used .

 

3.1.3 The Customer shall take all necessary measures to prevent the knowledge acquisition and utilization of knowledge and information for the order through third parties.

Particular, the contractor has with its employees , employees and consultants, as well as this, they are not already bound by its contracts to include confidentiality agreements .

 

3.1.4 For each of culpable violation of the confidentiality obligations under this agreement, we are authorized by the customer to pay a penalty of up to 50.000, - EUR to demand . The principles of the continuing relationship are excluded. With the payment of the penalty, the assertion of the claim for injunctive or of any further damages in case of production of evidence is not excluded. The penalty shall be credited against any possible damages.

 

3.1.5 The Customer bears the burden of proving the fact that the information provided prior to the signing were already demonstrably known to the public without his involvement or fault became known or comply with other information revealed to him by an authorized third party in a lawful manner or accessible were made.

 

3.2 The contractor shall process or use personal data of the other party only for contractual purposes. You will save this data in particular against unauthorized access, use or disclose it only with the consent of the other party to third parties.

 

3.3 We note the provisions of the Federal Data Protection Act , the Telemedia Act and any other applicable data protection regulations.

We use the inventory data of our customers exclusively for the processing and execution of the contract . All customer data is stored and processed by us in accordance with the relevant provisions of the Federal Data Protection Act ( BDSG) and the Telemedia Act ( TMG).

We do not disclose the personal data of our customers , including the address and email address to third parties. Excluded from this are our service partners , the order processing for the transmission of data need (eg the staff responsible for the shipping company , the staff responsible for processing payments and Crefo factoring Westfalen GmbH sa para. 3.4). In these cases, the amount of transferred data is limited to the minimum necessary .

 

3.4 We have our claims arising from contractual relationships to which these terms and conditions , see application to which

                 Crefo factoring Westfalen GmbH

                 Martin -Luther- King-Weg 20 , 48155 Münster

                 Telephone: 02 51/1 62 86-0 Fax: 02 51/1 62 86-251

                 E -mail : info@westfalen.crefo-factoring.de

                 Internet: www.crefo - factoring westfalen.de

ceded .

Payments can with discharging effect to the Crefo factoring Westfalen GmbH to the account at the

                 Sparkasse Munsterland East

                 Account no . 402 834

                 BLZ: 400 501 50

be made .

The Crefo factoring Westfalen GmbH receives invoiced to the customer invoices and takes over their shipping , causes the Accounts Receivable and monitors the receipt of amounts to the due dates agreed with you. Occurring complaints are the Crefo factoring Westfalen GmbH to report immediately, then immediately get in touch with us. The clarification of the complaint will continue to be done by us .

The for the implementation of the accounting necessary customer data will pass from us to the Crefo factoring Westfalen GmbH .

 

 

4 Licenses for software

 

4.1 The software is permanently up to the customer , including the associated user documentation ("Agreement Software") and the rights described in more detail below .

 

4.2 The rights to use the software supplied by us are governed by the respective software packages accompanying license conditions. Where a product supplied by us from a third party - especially from abroad - license terms of us , if any, apply to conflicting provisions of the regulations by us.

 

4.3 By opening the sealed software package the license terms referred to in 4.2 are recognized. A subsequent return or exchange to another product is not possible

 

4.4 The granting of the above-mentioned rights is a condition precedent by the full payment of all of our compensation claims arising from this contractual relationship. If third parties attachment, seizure or other act of intervention, the customer has to inform us immediately. In breach of duty of the customer , in particular default in payment, we are entitled to withdraw to power after the expiry of a reasonable period set by the customer , the statutory provisions shall remain unaffected to that a time limit .

 

 

B. Sale of Goods / Software

 

 

1 contract

 

1.1 Our offers are non -binding. This is true even if we the contractor catalogs , technical documentation (eg drawings, plans , calculations , references to DIN standards ), other product or documents - have left where we ownership and copyright - also in electronic form reserved.

 

1.2 The ordering of goods by the contractor is considered a binding contract offer . Provided that the order otherwise , we shall be entitled to accept this contract offer within 3 weeks of its receipt.

 

1.3 Acceptance may be either in writing (eg by confirmation ) or by delivering the goods to be explained to the contractor .

 

 

2 Delivery time and delivery delay

 

2.1 The delivery period shall be individually agreed or specified by us upon acceptance of the order. If this is not the case , the delivery time is approximately 4-6 weeks from the contract.

 

2.2 If we can not meet binding delivery periods for reasons that we are not responsible ( non-availability ) , we will inform the customer of this immediately and simultaneously inform the expected new delivery period . If the service is not available within the new delivery time, we are entitled to withdraw all or part of the contract , a payment made by the customer, we will refund immediately. As a case of non-availability of power in this sense is particularly the delayed delivery by our suppliers, when we have concluded a congruent hedging transaction , neither we nor our suppliers is at fault or we are not required in a particular case to procurement.

 

2.3 The entry of our delay in delivery shall be governed by the statutory provisions. In any case, however, a reminder by the customer is required. If we fall , we can claim a lump compensation for his damages for delay , the customer in default of delivery . The damage fee is for each full calendar week of delay or 0.5 % of net price (delivery value ), but a maximum of 5 % of the contract value of the goods delivered late . We reserve the right to prove that the customer has emerged as a prominent lump sum no damage or only a minor loss .

 

2.4 The rights of the customer acc. Clause . 8, 9 of this Section B of the Terms and Conditions and our legal rights, especially in the exclusion of liability (eg due to impossibility or unreasonableness of the performance and / or performance) remain unaffected.

 

 

3 Delivery, transfer of risk, loss, default of acceptance

 

3.1 Delivery is from stock, where the place of performance . At the request and expense of the customer , the goods are shipped to another destination (sale ) . Unless otherwise agreed, we have the right to determine the type of shipment (in particular transport company, shipping , packaging) .

 

3.2 The risk of accidental loss and accidental deterioration of the goods shall pass with the handover to the customer . The dispatch of purchase , however, the risk of accidental loss and accidental deterioration of the goods and the risk of delay shall be transferred upon delivery of the goods to the carrier, freight forwarder or other particular to execute the dispatch person or institution . If acceptance has been agreed, this is crucial for the transfer of risk. In addition, the statutory provisions of the work contract law apply mutatis mutandis to an agreed acceptance . The delivery or acceptance is the same, if the customer is in default of acceptance .

 

3.3 If Customer is in default of acceptance, he omits a cooperative action or delayed our delivery other reason attributable to the customer reasons, we are entitled to compensation for the resulting damage , including additional expenses ( eg storage costs ) . In addition, legal claims ( including reasonable compensation, termination ) shall remain unaffected

 

3.4 software is delivered absence of other agreement in the current version at delivery .

 

3.5 We bring the delivery of software , by either of our choice

 

3.5.1 One (1) available to the customer copy of the software program on a machine-readable storage media and application documentation or

 

3.5.2 deploy the software in a network available and inform the customer.

 

3.6 For the observance of delivery and the passing of risk in software sales, the time is instrumental in physical shipment in which we handed over the software and application documentation to the carrier , otherwise the date on which the Software is provided available on the net and we notify the customer.

 

 

4 Prices and Payment

 

4.1 Unless otherwise agreed in individual cases , our each at the time of concluding the contract prices and royalties , and indeed from our warehouse, plus VAT apply .

 

4.2 The goods are delivered EXW Mars mountain gem . Incoterms 2010.

 

4.3 The purchase price is due and payable within 30 days of the invoice and delivery or acceptance of the goods. For contracts with a contract value of more than 30.000, - EUR , we are entitled to pay a deposit of To require 30 % of the purchase price . The deposit is due and payable within 14 days from date of invoice .

 

4.4 At the end protruding payment period the customer is in default. The purchase price shall be payable during the delay at the applicable statutory default interest rate. We reserve the right to claim further damages . For merchants remain our claim to the commercial maturity interest ( § 353 HGB) unaffected.

 

4.5 The customer stand -off or retention only insofar as his claim legally determined or undisputed . In case of defects of the delivery against the rights of the customer remain especially section . Clause . 8.6 Clause 2 of this Section B of the Terms unaffected.

 

4.6 If it becomes apparent after conclusion of the contract that our claim is endangered on the purchase price due to the inefficiency of the customer ( eg through an application to open insolvency proceedings), we are under the statutory provisions to refuse performance and - if necessary after a deadline - to rescind the contract (§ 321 BGB). For contracts for the manufacture of irresponsible things ( custom-made ) , we can declare the resignation immediately, does not affect the legal provisions regarding the dispensability of setting a deadline .

 

 

5 Retention of title

 

5.1 Until full payment of all present and future claims under the purchase agreement and an ongoing business relationship (secured claims ) , we reserve title to the goods sold.

 

5.2 The goods subject to retention of title may be pledged before full payment of the secured claims to third parties , be transferred by way of security. The customer has to inform us immediately in writing if and when access of third parties made on the goods belonging to us .

 

5.3 Breach of contract by the customer, especially for non-payment of the purchase price due , we are entitled under the statutory provisions of the contract and reclaim the goods on the basis of title and withdrawal . Not the customer pays the purchase price when due , we may make these rights only if we have the customer set beforehand for a reasonable period for payment or such a deadline in accordance with statutory regulations is unnecessary.

 

5.4 The customer is entitled to resell the goods under retention of title in the ordinary course of business and / or process . In this case , the following provisions shall apply in addition .

 

5.4.1 The retention of title extends to the products resulting from the processing, mixing or combining of our goods to their full value , and we shall be the manufacturer. The event of processing , mixing or combining with third parties' rights should exist , we shall acquire co-ownership in proportion to the invoice value of the processed , mixed or combined goods . Otherwise, if the resulting product is the same as for the goods delivered under retention of title.

 

5.4.2 arising from the resale of the goods or products claims against third parties , the customer already now or to the amount of our possible co-ownership pursuant to the preceding paragraph to the security to us. We hereby accept the assignment . The in point . 6.2 Obligations of the Customer shall also apply in respect to the assigned receivables .

 

5.4.3 to collect the claim , the customer shall remain authorized beside us. We undertake not to collect the claim as long as the customer meets his payment obligations towards us , does not fall into arrears , no application has been made for the opening of insolvency proceedings and no other defect is present its performance . If this is the case , we can demand that the customer gives us the assigned claims and their debtors , provide all information necessary for collection , hand over the relevant documents and informs the debtors (third parties) of the assignment .

 

5.4.4 If the realizable value of the securities exceeds our claims by more than 10 %, we shall release upon request of the customer securities of our choice .

 

 

6 End of the right to use software

 

In all cases of termination of his assignment of rights ( eg, resigns , replacement ) the buyer returns all deliveries within the software immediately and delete all copies , unless it is required by law to prolonged storage . The outcome of which he assured us in writing .

 

 

7 Participation and information requirements of the customer in software purchase

 

7.1 The customer has to inform themselves about the essential functional features of the goods themselves , and bears the risk if it meets their needs and wishes .

 

7.2 The establishment of a functioning - and also considering the extra burden sufficiently dimensioned by the contractual items - hardware and software environment is the sole responsibility of the purchaser.

 

7.3 As far as we further performance obligations incumbent on the provision of the contract items addition , the customer acts thereto free of charge to the extent required by , for example, by Employees , offices , hardware and software, data and telecommunications equipment provides.

 

7.4 The Customer grants us for troubleshooting and repair access to the contractual items , especially for software , the choice of the customer directly and / or via remote data transmission.

 

7.5 If the customer is not expressly pre indicating we may assume that all the data of the customers with whom we come into contact , are appropriately secured.

 

7.6 The customer shall bear consequences and costs resulting from any violation of these obligations .

 

 

8 The customer's warranty claims

 

8.1 Customer's rights in material and legal defects (including wrong and short delivery and improper assembly or improper installation instructions) , the statutory provisions , to the extent the following apply otherwise specified . The special statutory provisions in the final delivery of the goods remain unaffected in all cases to a consumer ( supplier recourse gem . § § 478 , 479 BGB).

 

8.2 basis of our liability for defects is primarily the decision taken on the quality of the goods . As regards the quality of the goods, designated as such Product (including the manufacturer) , the left to the customer prior to his order or were included in the same way as these terms and conditions in the contract apply .

The quality and functionality of software rendered under this Agreement to the license conditions and production descriptions contained in the delivery. The information contained therein is to be understood as service descriptions and not guarantees . A guarantee is granted only if it has been designated as such explicitly .

 

8.3 As far as the nature of which has not been agreed, shall be assessed under the statutory scheme , whether a defect is present or not ( § 434 para 1 S 2 and 3 BGB). For public statements by the manufacturer or other third parties ( eg advertising messages ) but we assume no liability .

 

8.4 The warranty claims of the customer presuppose that he has complied with its statutory inspection and notification (§ § 377, 381 HGB). If, when the investigation or later a defect, we must be made immediately in writing thereof display . When will immediately apply the display if it is made within two weeks, with the period keeping the punctual sending off of the display. Regardless of this investigation and reprimand the customer ( including wrong and short delivery) obvious defects in writing within two weeks after delivery , which also here is sufficient to send the display to meet the deadline . If the customer does the proper investigation and / or defects , our liability for the deficiency is not displayed is excluded.

 

8.5 If the delivered goods are defective , the customer may demand subsequent performance initially , at its option repair of the defect (rectification ) or delivery of a non-defective item ( replacement). If the customer does not explain as to which of the two laws he chooses , so we can contact him for this purpose , a reasonable period . If the customer makes the choice not within the time limit , so go with the deadline the right to vote on us .

 

8.6 We are entitled to make the subsequent performance owed by the condition that the customer pays the purchase price due . However, the customer is entitled to retain a reasonable relative to the defect part of the purchase price .

 

8.7 The customer must give us the necessary time and opportunity for subsequent performance owed , in particular to pass the impugned goods for testing purposes. In the case of replacement, the customer must return the defective item under the statutory provisions . The remedy does not include the expansion of the defective goods or reinstalling if we were not originally contracted for installation .

 

8.8 The necessary for the purpose of testing and subsequent performance, in particular transport, travel, labor and material costs (not : removal and installation costs) , we wear, when in fact there is a defect . However, if it is a defect the customer's request as to be unjustified , we can demand that the customer the related expenses 

 

8.9 In urgent cases , such as in danger to operational safety or to prevent excessive damage , the customer has the right to remedy the defect himself and demand reimbursement of the necessary expenses for this objective . From such a self-execution , we are immediately beforehand to notify whenever possible . The right of self does not exist if we would be entitled to refuse an appropriate remedy under the statutory provisions .

 

8.10 If the supplementary performance has failed or to be set for late performance by the customer reasonable time limit expired without success , or after the law is not necessary , the customer may cancel the contract or reduce the purchase price . In a minor defect , however, there is no right of rescission.

 

8.11 The customer's claims for damages or compensation for futile expenses consist only in accordance with para. 9 B of this section and shall otherwise be excluded .

 

8.12 Unless expressly agreed to in writing , we do not assume any liability for the compatibility with other software supplied with the customer existing or installed hardware components and / or programs.

 

8.13  The prerequisite for ensuring the customer exists only if the customer has a TN-S/TT or IT system. Otherwise, all warranty and liability claims for any used electrical components.




 

 

9 Other Liability

 

9.1 Unless provided in these Terms and Conditions including the following provisions otherwise , we shall be liable for any breach of contractual and non-contractual obligations under the relevant statutory provisions .

 

9.2 We shall be liable for damages - for whatever legal reason - in case of intent and gross negligence. In case of simple negligence, we shall only

 

9.2.1 for any damage arising from injury to life, body or health,

 

9.2.2 for damages resulting from the breach of an essential contractual obligation ( obligation whose fulfillment makes the proper execution of the contract in the first and the observance of the contractor relies and may rely ) , in which case our liability is , however, to the replacement of the foreseeable, typically occurring damage limited.

 

9.3 out of prov. 9.2 resulting limitations of liability do not apply if we maliciously concealed a defect or have a guarantee for the quality of the goods . The same applies to claims under the Product Liability Act .

 

10 Disposal / recycling of used appliances as defined in the Electrical and Electronic

 

10.1 The purchaser assumes the obligation according to § 10 paragraph 2 sentence 3 WEEE to dispose of WEEE from users other than private households at its own expense in accordance with the legal regulations . He is the supplier of the redemption obligations according to § 10 paragraph 2 Electrical and Electronic Equipment and the third the related claims.

 

10.2 These claims of the supplier against the buyer on the acquisition of disposal obligation and exemption shall not expire before the expiration of two years after the final termination of the use of the devices. This two year period , the flow begins at the earliest with the receipt of written notice of the customer to the supplier, that the use of the equipment was completed.

 

 

11 limitation

 

11.1 Notwithstanding § 438 Section 1 No. 3 BGB, the general limitation period for claims arising from defects of quality and title one year after delivery . If acceptance has been agreed, the period of limitation begins with the acceptance.

 

11.2 This does not , unless special legal provisions for collateral rights of third parties ( § 438 paragraph 1 No. 1 German Civil Code) , with fraudulent intent by the seller ( § 438 paragraph 3 of the Civil Code ) and for claims in the suppliers responsibility for final delivery to a consumer ( § 479 BGB).

 

11.3 The aforementioned limitation of sales law also apply to contractual and non- contractual claims for damages of the customer, based on a defect of the goods , unless the application of the regular statute of limitations (§ § 195, 199 BGB ) would result in a particular case in a shorter period . The limitation of the Product Liability Act shall remain unaffected in any case . Otherwise, apply according to claims for damages of the customer. Clause . 9 of this Section B of the Conditions of only the statutory limitation periods .

 

 

C. provision of works and services

 

1 Contract, the contract

 

1.1 Contents / nature and scope of services payable by us are arising , unless otherwise agreed in individual cases , from the respective service or works contract , if necessary, along with performance certificate / order form.

 

1.2 Our offers are not binding , a contract is concluded through our order confirmation in writing ( § 126b BGB) or the fact that we carry out the orders.

 

1.3 For projects of technical building equipment (TBE ) in accordance with DIN 1961 shall apply exclusively : VOB Construction Contract procedures for building works - Part B: General conditions of contract for the execution of works , Stand 2012-09

 

2 Planning and execution conditions , dates , acceptance , responsibilities

 

2.1 Our site contains the "Description of Services " , the planning and execution conditions , the definition of the functions and specifications ( performance ) of a work as well as information about upcoming for use parts , equipment , programs and other necessary products .

 

2.2 Our offer also includes a timetable for the provision of services and a plan for the appointment for the termination of services and / or the completion and handover of Services (finish date ) .

 

2.3 Our performance is dependent on the customer to fulfill commitments made cooperation obligations . This does not happen and will there be delays , move to agreed deadlines for the duration of the delay. If an additional effort required by due time of unfulfilled customer cooperation , we can get it - without prejudice to further legal rights - to our usual terms and conditions settle .

 

2.4 Unless we work with the customer , the customer will provide us the necessary conditions and requirements in the context of normal business hours and within the operational rules of access free of charge. Bonds at certain times of use , in particular restrictions of usage times will be communicated to us in time .

 

2.5 For Services we are the customers for the ending - if so agreed in the offer - the fulfillment of the performance according to established acceptance criteria and using the customer ready to prove stellender test data and test scenarios in an acceptance test .

 

2.5.1 In the acceptance shall be prepared by both sides to be signed report confirming compliance with the acceptance criteria . A list of those shown by the decrease in errors is attached.

 

2.5.2 The acceptance of the work is explained by the customer in the acceptance report as soon as we have demonstrated their ability to function according to specifications and no significant defects have occurred. Minor defects will be corrected in accordance with a common schedule to be created .

Because of errors in equipment or software from other manufacturers that are not delivered under this Agreement , and / or operational errors that are not attributable to us , neither the acceptance test prolongs nor the acceptance may be denied.

Once components or partial results are used by the customer productive, they shall be deemed accepted .

 

2.5.3 The provisions of § 640 paragraph 1 sentence 3 BGB and the possibility of implied acceptance remain unaffected.

 

 

3 Changes in the scope of services

 

3.1 The Client may demand changes of the content and scope of the services. This also applies to services already rendered and Delivered parts.

 

3.2 We will, if the changes are not only irrelevant , determine the occurring as a result of the changes sought delays and additional expenses and agree with the client on an appropriate adjustment of the contract . If no agreement between the customer and hit us , so we are entitled to reject the change request .

 

3.3 Additional fees for service changes , which the customer is not responsible for, can not be relied on by us .

 

3.4 All service changes are to be settled before the start of execution in a written agreement in which the additional compensation and any changes in the timing must be recorded .

 

 

4 Prices, Payment, Offsetting,

 

4.1 works and services are , unless otherwise agreed , calculated on a time and material basis upon completion or acceptance of the services . We are entitled to monthly billings .

 

4.1.2 In the case of services, we reserve the right to pay a deposit of To provide 30 % of the estimated contract value as a deposit to the customer , after receipt of the deposit , we will begin with the execution of the service.

 

4.1.3 For Services following payments are due for payment :

- 80 % of the contract sum at the beginning of the acceptance test (FAT )

- 20 % of the contract sum after carrying out Test & Commissioning (T & C)

 

4.2 For works and services on a time and material basis of the hours worked and travel times are according to the daily or hourly rates valid . our price list invoiced.

A daily rate includes 8 hours of work performance, beyond times are billed per hour with 1/8 of the daily rate . Travel times are calculated at half the hourly rate , travel and other expenses after expenses against evidence . Basis for the calculation of travel times and travel costs is our business.

 

4.3 The offer specified price estimates for works and services on a time and material basis are non-binding . The estimate of the underlying quantity calculations are based on a survey carried out in good faith assessment of the foreseeable scope of services .

 

4.4 The sales tax is charged separately at the rates applicable on the power sales tax rate into account.

 

4.5 The invoice amount is due immediately and payable within 14 days from date of invoice .

 

4.6 At the end protruding payment period the customer is in default. The invoice amount is to be paid interest during the delay at the applicable statutory default interest rate. We reserve the right to claim further damages . For merchants remain our claim to the commercial maturity interest ( § 353 HGB) unaffected.

 

4.7 The customer is off or retention only insofar as his claim legally determined or undisputed . In case of defects , the reciprocal rights of the customer remain unaffected.

 

4.8 If it becomes apparent after conclusion of the contract that our account is jeopardized by lack of the customer ( eg through an application to open insolvency proceedings), we are under the statutory provisions to refuse performance and - if necessary after a deadline - the right to withdraw from the contract ( § 321 BGB). For contracts for the manufacture of irresponsible things ( custom-made ) , we can declare the resignation immediately, does not affect the legal provisions regarding the dispensability of setting a deadline .

 

4.9 The customer may only withhold payment if his counterclaim is based on this contract .

 

 

5 project

 

The Customer shall designate a responsible person , the short gives us the necessary information to make decisions or they may cause . We also appoint a project manager who can bring about short-term decisions .

 

 

6 subcontractor

 

We are free , awarded to selected services from us subcontractors.

 

 

7 Retention of title

 

 

8 third Party Materials

 

The customer warrants that all materials that it places available to us under the contract , free of third party rights which preclude processing by ourselves . The customer shall indemnify us against any claims actions of third parties if we or our vicarious agents is not guilty of intent or gross negligence ..

 

 

9 Material and legal defects, other power disturbances

 

9.1 In case of pure services no guarantee claim is made .

In Services , we are liable for material defects and defects in accordance with the provisions of the Civil Code for the work contract , the customer has but first to assert the rights to subsequent performance claims . If this fails , the customer to the other deficiencies rights ( self-performance , rescission, reduction, compensation ) .

 

9.2 If two attempts of subsequent performance fails, the customer is entitled to set a reasonable time to remedy the defect .

If the improvement in the extension fails, the customer may cancel the contract or reduce the remuneration , unless there is a minor defect .

 

9.3 If the customer does not declare about which of the two rights he chooses , so we can contact him for this purpose , a reasonable period . If the customer makes the choice not within the time limit , so go with the deadline the right to vote on us .

 

9.4 The customer's claims for damages or compensation for futile expenses consist only in accordance with para. 10 C of this section and shall otherwise be excluded .

 

 

10 Damages / Liability

 

10.1 Unless specified in these Conditions of nothing else , we are liable - except for breach of contract , injury of life, body or health or claims under the Product Liability Act - only for intent and gross negligence. Essential contractual duties are those whose fulfillment the purpose of the contract is necessary. As far as the contractual liability is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

 

10.2 We the defense of contributory negligence remains unaffected.

 

 

11 Limitation , assignment

 

11.1 Notwithstanding § 634a para 1 BGB, the general limitation period for claims arising from material defects and defects for one year from purchase .

 

11.2 This does not affect the regulation of § § 634a paragraph 1 No. 2 ( defects of a building ) , paragraph 3 BGB ( malice ) and § 651 BGB in conjunction with § § 479 , paragraph 1 ( claims in the suppliers responsibility for final delivery to a consumer ) , 438 Paragraph 1 No. 1 ( in rem claims of third parties) and 438 paragraph 3 BGB ( bad faith ) .

 

11.3 The aforementioned limitation of sales law also apply to contractual and non- contractual claims for damages of the customer, based on a defect of the goods , unless the application of the regular statute of limitations (§ § 195, 199 BGB ) would result in a particular case in a shorter period . The limitation of the Product Liability Act shall remain unaffected in any case . Otherwise, apply according to claims for damages of the customer. Clause . 10 of this Section C of the Conditions of only the statutory limitation periods .

 

11.4 The assignment of the regulated in paragraphs 9 and 10 of this Section C claims is excluded. § 354 a HGB remains unaffected.