Terms and Conditions
GENERAL TERMS AND CONDITIONS OF ÖSTLING MARKING SYSTEMS GMBH
Terms and Conditions §1 General provisions
The following terms and conditions apply to all transactions of Östling Marking Systems GmbH. They also apply to future business relations, even if the conditions are not expressly agreed again. Deviating conditions of the purchaser shall not be valid, unless the Östling Marking Systems GmbH has expressly agreed in writing. Conditions apply even if the Östling Marking Systems GmbH deliveries to the buyer performs without reservation in knowledge of contradictory or deviating conditions of the buyer. Even with the acceptance of partial deliveries, the above sentences 1 and 2 of this paragraph apply.
Between us and the customer further agreements have not been reached and commitments have not been distributed. 3. The Östling Marking Systems GmbH can let its affiliates in its place enter into the contract with the buyer. In this case these Terms and Conditions shall continue to apply in full.
Terms and Conditions §2 Offers, conclusion of contract, copyright
Our statements and offers are not binding, i.e., it is not to contract applications, but simply invitations to submit contract proposals by the purchaser. They are not binding unless an assurance not expressly done. In view of the constant technical advancement and improvement of our products we reserve the right to modify the construction and execution against the information given in our offers, provided that this is not the value of the products offered will be affected. This also applies to changes in the interest of obtaining the delivery of the products we offer. In this respect, we are also entitled to change the power in the extent that they are reasonable for the buyer in order to best execution of the order.
Contracts concluded with our order confirmation.
At all to offer and contract related documents we reserve ownership and copyright, they may not be made accessible to third parties without our prior written consent and if the order is not granted, returned immediately upon request. Development and construction for creating marking systems and equipment and other products remain our intellectual property and may be made accessible to third parties by the customer or used for their own purposes. The buyer is obliged to comprehensive confidentiality, even if no order is placed.
Terms and Conditions §3 Prices and Payment
At the prices contained in our offers we keep 90 days from the date of the offer, bound, unless otherwise agreed. Decisive are shown in the order confirmation plus the currently applicable taxes. Our prices are ex headquarters Solingen packing and insurance. The packing costs are calculated at cost price. Installation, training or other additional services are not included.
If it follows from the order confirmation states otherwise, our invoices are payable 14 days after the invoice date. Deduction of discount requires special written agreement.
The acceptance of checks carried out in each case only on account of performance. All actual collection expenses are charged to the purchaser.
Terms and Conditions §4 payment, assignment of the claim, creditworthiness
In a fixed payment date or the 30-day payment period is exceeded, we are entitled to charge default interest in the amount of 5% above the discount rate of the Deutsche Bundesbank, but at least 8% pa The right to claim further damages remains expressly reserved. We are entitled to assign the claims from our business relationship.
The assignment of claims against the company Östling Marking Systems GmbH to third parties, provided that Östling Marking Systems GmbH has expressly agreed.
In case of reasonable doubt regarding the creditworthiness of the buyer, eg. B. Nichteinlösbarkeit of checks and bills of exchange, payments, petition for the institution of composition or bankruptcy proceedings, futile seizure, we are entitled to make the entire remaining debt, even if we Checks have accepted. We are in this case also entitled to demand advance payment or security.
A lien is the buyer only if it is based on the same contract. The customer may only offset counterclaims that have been established either uncontested or legally.
Terms and Conditions §5 Retention of title
The products remain until full payment of all claims, bills of exchange and checks are only with the redemption payment, the property of the Östling Marking System GmbH.
The purchaser must retain until the complete payment our property. The pledging or transfer of ownership is far prohibited the purchaser. A resale is only permitted within the framework of an ordinary course of business. The customer enters the event of the resale of conditional goods to us all its purchase price claims against the purchaser in full to the company Östling Marking Systems GmbH.
Extended reservation of ownership arises in commercial dealings in the goods which are resold by the buyer to a third party or be passed. The purchaser must notify the third party of his obligation to pay and the existing retention of title of the Östling Marking Systems GmbH. The purchaser hereby assigns to him from the resale of the goods entitled to his buyers claims with all ancillary rights to the Östling Marking Systems GmbH from, namely in processing, combining and mixing the amount of the value of products supplied by the Östling Marking Systems GmbH.
During the period of retention of title, the property owned by the company Östling Marking Systems GmbH equipment by the purchaser against fire, water, theft and burglary are to insure. The rights under this insurance shall be assigned to the company Östling Marking Systems GmbH. This accepts the assignment.
Terms and Conditions § 6 Transfer of Risk, Shipping, Freight
The risk passes to the buyer as soon as the consignment has been handed over to the carrying out the transport company or the purpose of shipment has left our warehouse, even if free delivery has been agreed. This also applies to delivery with installation / construction / commissioning. The risk shall also pass to the Purchaser if these ordered and already decommissioned goods despite our motivation and performance ability of us does not decrease. If the shipment is delayed at the request of the purchaser, despite the existence motivation and maturity, the risk is transferred to the purchased items to the customer. In addition, we are entitled to charge a flat rate damages caused by default 10% of the invoice amount per month as storage costs.
Shipping is at the customer’s expense. If no shipping instructions are given by the customer, the choice of means of transport and -weges our discretion.
The Östling Marking Systems GmbH is entitled but not obliged to insure deliveries in the name and for the account of the customer against transport risks.
Terms and Conditions § 7 Delivery, delivery times
Agreed delivery periods begin only after complete clarification of all execution details and order confirmation by Östling Marking Systems GmbH. Delivery times always do not include transportation time.
We are entitled to partial deliveries and premature deliveries.
Delivery and service delays due to force majeure and due to circumstances and events that hinder or prevent the delivery of essential free us from the obligation to deliver and are not caused by us even if binding dates and deadlines. The same applies if a company is not responsible of the Östling Marking Systems GmbH non-delivery by a supplier. In these cases we are entitled to choose to move our goods and services with a corresponding delay plus a reasonable start-up period or to withdraw from the contract due to the unfulfilled part of the contract completely or partially.
Force majeure is an extraordinary, unforeseeable and unavoidable event (eg. As natural disasters, war, revolution, fire), the consequences of which can not be averted through commercially reasonable arrangements. This includes strikes, lockouts and government intervention, as far as these are unpredictable or are not caused by the supplier attributable act or omission caused or.
Exceeds our delivery delay trimester of Purchaser shall be entitled, after a reasonable grace period with penalty withdraw from not yet fulfilled part of the contract. Further compensation claims can not be derived from the purchaser a delay in delivery, if it has been notified by us without delay.
Proper and timely fulfillment of customer obligations is a prerequisite for compliance with our delivery and performance obligations. If the buyer is in default of acceptance, he undertakes to reimburse the expenses incurred by us.
In the breach of obligations in the event of slight negligence is not liable.
Terms and Conditions §8 installation and assembly
The following provisions shall apply to any type of installation or assembly: The Purchaser shall provide at its own expense and in good time:
Suitable professionals as helpers, as well as the need of this tool in the required quality and quantity.
All necessary preparatory and related work (legwork) so that the assembly can be quickly started and carried out without interruption.
All necessary resources (electricity, compressed air, etc ..) including the necessary connections to the point of use.
If assembly, erection or commissioning is delayed due to circumstances which are in the risk of the purchaser, the purchaser shall bear all costs for waiting time and additional travel expenses of our assembly personnel.
Terms and Conditions §9 Warranty
We guarantee for warranted characteristics and freedom from defects in accordance with the current level of technology. The warranty period starts with transfer of risk and is for mechanical and electronic parts 12 months. Remedy defects shall not new warranty period in transition. Subject to change in design or workmanship, affect neither the functioning nor the value of the ordered product, stay and do not justify a complaint. The guarantee of the properties required in any case our written statement or confirmation.
Missing the good delivered a guaranteed feature or is to be represented by a defect in the product before, which affects the value or suitability for use more as irrelevant, we are entitled at our discretion to repair or replacement. If warranty work is to be performed at the purchaser’s fulfillment and delivery address on the buyer’s request, and we comply with this request, the purchaser shall bear the costs of travel time and travel expenses at our standard rates, while covered by the warranty parts and labor will not be charged. Replaced parts are returned to us free of charge on request.
Warranty obligations effective for Östling Marking Systems GmbH come into force only when the customer has notified in writing specifying apparent defects within a period of 14 days after receipt of products. Latent defects must be specified in writing be notified immediately after discovery. The relevant inspection and complaint obligations of § 377 HGB merchants remains unaffected.
Any warranty If our operating or maintenance instructions are not followed, changes to the product, parts are replaced or consumables used which do not meet the original specifications, so unnecessary. A warranty obligation for self-contained device systems is only if these systems were supplied by us at the same time and complete (all parts). The commissioning of the machine part or machine parts is prohibited until after incorporation into a main machine or after attaching the necessary safety devices all the requirements of the EC Machinery Directive (EC 89/392) for safety and health are met. Warranty claims by the purchaser do not exist if he himself or a third party without our written permission changes that go on its operation on the necessary adjustment of the delivery items, at this performs and the defect is due to these changes.
A warranty for optical elements and normal wear and tear is generally excluded.
Warranty claims against us are entitled only to the immediate purchaser and are not transferable.
Let our warranty obligation within a reasonably set time limits for reasons not to, which we are responsible, is entitled the purchaser to rescind the contract or to demand reduction in purchase price.
Further claims, especially claims liability for consequential damages of any kind or claims for damages irrespective of the legal reason, do not exist and can not be invoked by the purchaser.
Terms and Conditions §10 Warranty for Software
We warrant that the software essentially operates in accordance with our program specifications, provided that the software is installed on a date specified by us equipment systems according to our guidelines. The warranty applies only to software defects that are reproducible at any time. The warranty is limited to software to 6 months.
We are committed to eliminating all significant for the contractual use of flaws, but reserve the right to remedy the defect, depending on the significance of the defect at our discretion either by installing an improved software version or through instructions to eliminate or circumvent the defect.
We assume no guarantee that the software works correctly in all selected by the customer, we, however, not specified combinations.
According to today’s state of the art, it is possible that the original disks Software manufacturers are suffering from so-called computer viruses. The company Östling Marking Systems GmbH guarantees to use all necessary care to ensure that customer devices are not infected by the company Östling Marking Systems GmbH with such computer viruses. However, it is not possible at the present state of knowledge to identify all mutations of these viruses and fight. However, if a computer virus may have been transmitted proven by the company Östling Marking Systems GmbH to a buyer device, so the company is liable Östling Marking Systems GmbH only to the extent it has this common intent or gross negligence. The customer provides the company Östling Marking Systems GmbH them free to examine original packaged software for viruses and frees them from any liability for damages that have been caused by viruses of this software. Aforementioned exoneration from liability does not apply if the causation is based on intent or gross negligence.
Terms and Conditions §11 Software Rights
On programs and associated documentation files belonging to an end proper use of our facilities, as well as updates / upgrades the customer will receive a non-exclusive and non-transferable right of use to the internal operation of each individual delivery. Other rights to programs and documentation are not to the buyer.
The sole owner of the copyright remains the Östling Marking Systems GmbH. The buyer acquires no ownership of the programs and is not entitled to reverse engineer the Software (reverse engineering), to decompile or disassemble.
The purchaser is not permitted to make programs, documentation and possibly subsequently delivered supplements without our prior written consent available to third parties, to copy or otherwise reproduce.
Source code is not provided, as a rule made available; This shall require that a separate written agreement.
Terms and Conditions §12 Limitation of Liability
Further claims, especially claims for damages arising from warranty including warranty claims in the absence of guaranteed characteristics, on contract, tort, etc. are excluded, unless they are based on at least gross negligence of legal representatives or officers of Östling Marking Systems GmbH. If the buyer is not a merchant within the meaning of the German Commercial Code, claims for damages are excluded, unless they are based on intent or gross negligence of the Östling Marking Systems GmbH or its agents. To the extent that Östling Marking Systems GmbH has to pay damages, is the obligation to the extent legally permissible, is limited to compensation of direct damage that has arisen on the delivery and performance item itself. In that regard, the company Östling Marking Systems GmbH is not liable for lost profits or other financial losses of the purchaser.
Terms and Conditions §13 industrial property rights
Industrial property rights are goods according to designs, drawings, models or samples, which has provided the customer to manufacture or deliver, as the latter shall guarantee that industrial property rights or copyrights not by the production or delivery will be injured. If the production or supply prohibited by third parties relying on an industrial property right or copyright, we provide a production or delivery. To check the legal situation we are under no obligation. At the same time we close out the customer’s claims for damages, as far as he is responsible for the violation of intellectual property right or copyright.
Terms and Conditions §14 compensation for termination of contract
If a contract is canceled for reasons for which the Purchaser is responsible, it must at the Östling Marking Systems GmbH to pay, without prejudice to the possible assertion of a higher actual damage, a compensation of 25% of the net order value.
Terms and Conditions §15 Privacy and Data Storage
The Östling Marking Systems GmbH is entitled to process data from purchasers, whether these come from the buyer or a third party within the meaning of the Federal Data Protection Act. Customer data is stored in accordance with legal regulations. §16 Place of jurisdiction, Law applicable
If the customer is a merchant or legal entity under public law, is the exclusive jurisdiction for all itself from the contractual relationship arising directly or indirectly dispute the headquarters of our company.
Place of performance for delivery and payment is our registered office Solingen.
Shall apply to all transactions between the parties German law (to the exclusion of international sales law). The applicability of foreign law, the contractual relationship is excluded.
§ Salvatoric clause
If provisions of these Terms and Conditions be wholly or partially invalid, it shall take its place a provision that comes closest to the economic purpose of the invalid provision. The remaining contractual provisions shall remain unaffected.