This is a translation from our german original version. Please note, that only our german version applies. General Terms and Conditions of Orbi-Tech GmbH
I. Relevant conditions and scope
1. For the current and future business relations with our customers, also for information and consultations, only the following conditions are valid, unless expressly agreed otherwise in writing.
2. Terms and conditions of the customer deviating from our conditions, in particular for the purchase of our products, are only binding insofar as they have been expressly confirmed by us in writing.
II Information, consultations
Advice and information, eg on the use, processing and use of our goods and goods of third parties, are based on our previous experience. Information on quality, dimensions percentages or mixing ratios are to be regarded as approximate averages only. They are not guaranteed properties but descriptions of the goods. Should the customer nevertheless be entitled to damages, item IX. Application.
III Conclusion and content of the (delivery) contract, written form
1. Our offers are always non-binding. A contract is only concluded by our written order confirmation or, if we make the delivery without a separate confirmation. For the content of the (delivery) contract, our order confirmation is decisive. If delivered without a separate order confirmation, our delivery note will be considered an order confirmation.
2. All agreements, side agreements and contract amendments must be in writing.
1. For delivery periods and dates that are not expressly designated as firm in the order confirmation, the customer can set us a reasonable deadline for delivery two weeks after expiry of these delivery times and dates. Only with the expiration of the period of grace, we are in default.
2. If a delivery period expressly agreed in an individual case is exceeded by us, then the customer can withdraw from the contract after fruitless expiry of a reasonable additional period to be set by him.
3. In case of delay in delivery or impossibility we are liable for claims for damages only in accordance with item IX.
4. Cases of force majeure and other events over which we have no control and which make delivery considerably more difficult or impossible, such as breakdowns, machine breakdown, molds and tools, delays in transport, strikes, legitimate lockouts, official measures and non-delivery. improper or late delivery by our suppliers, for whatever reason (self-supply reservation), release us from the obligations of the respective delivery contract, obstacles of a temporary nature only for the duration of the hindrance plus a reasonable start-up period. Insofar as the customer can not reasonably be expected to delay, he / she can withdraw from the contract after our prior hearing by way of an immediate written declaration. Delivery periods and dates shall be extended without prejudice to our rights arising from default of the customer by the period by which the customer does not meet his obligations to us.
V. Prices, payment
1. Should we generally reduce or increase the price of the same goods in the period between order confirmation and delivery, among other things due to exchange rate fluctuations, the new price applies. A price increase must be communicated to the customer immediately. If the customer objects to the price increase within one week after receiving the notification, we have the choice between withdrawal from the contract or delivery at the originally agreed price. We must notify our decision to the customer without delay. If we declare the withdrawal from the contract, further claims of the customer are excluded.
2. If the delivery is not possible within the agreed delivery period due to a circumstance for which the customer is responsible, the prices valid at the time of delivery shall apply.
3. The same applies to successive delivery contracts for the quantities not yet delivered.
4. Our prices are exclusive of statutory VAT.
5. Payments must be made to us directly in cash or by bank transfer and must be made postage paid and free of charge. Discount must be expressly agreed in terms of amount. The deduction is only valid if all invoices due by that time have been settled at the same time.
6. Bills of exchange are not considered cash payments; they will only be accepted upon express agreement. Discount and collection charges are charged to the customer. For timely submission and protest, we assume no liability.
7. In the case of letters of credit, the customer bears all expenses and costs incurred, with the exception of the settlement fee charged by the German banks.
8. Bank charges incurred in the case of collection and clean payment payments in the customer’s country shall be borne by the customer. In the case of clean payment payments, any additional German payment commission is payable, and in the case of bill of exchange payments the applicable bill of exchange taxes.
9. Offsetting is only permitted with undisputed or legally established claims. The assertion of a right of retention is only permitted with our consent.
10. In case of default of payment, we are entitled to charge interest at the rate of 4% above the applicable Federal Bank discount rate.
VI. Retention of title
1. We reserve ownership of the delivered goods until full payment of the delivery and settlement of all liabilities arising from the business relationship.
2. The customer is entitled to process and sell the goods as part of the orderly course of business. Any processing will be done for us. If the customer processes our delivered goods with other objects not belonging to us, we become co-owners of the processed goods in proportion of the invoice value of our reserved goods to the value of the processed goods.
3. If the customer sells the goods or the goods produced from the goods, the claims arising from the sale shall, if necessary, be transferred pro rata to us as security. The customer assigns these claims to us and will give us information about the assigned claims at any time upon request.
4. The customer is entitled to collect the claims transferred to us. The collection authority does not entitle the customer to otherwise By assignment or pledge to dispose of the claim.
5. If the customer does not meet us punctually with respect to his obligations, we may revoke the collection authority and demand that the customer disclose the assignment to the debtor.
6. If the value of our securities exceeds our claims by more than 20%, we are obliged to release the securities at the request of the customer.
7. If the goods delivered under retention of title or the objects to which the retention of title extends after the processing or sale of the delivered goods are seized or bankruptcy or settlement proceedings are opened against the customer’s assets, we shall be informed immediately.
8. We are entitled to refuse the delivery until the agreed consideration or the performance of the corresponding securities, if a significant payment arrears of the customer or his bad financial position becomes known to us after the conclusion of the contract or if his financial situation deteriorates after the conclusion of the contract.
1. Defects that can be detected by a careful examination of the goods, the customer must notify us in writing within one week after receipt of the goods. Other defects must be reported to us immediately after their discovery, no later than six months after receipt of the delivery to our customer.
2. In the case of timely and justified complaints of the goods, our customer has the right, in accordance with the statutory provisions, to reduce the purchase price or cancel the purchase, unless we eliminate the defect within a reasonable period or take back the goods and provide replacement.
3. If it turns out that the complaint was made wrongly, we are entitled to demand from our customers replacement of the transport costs, and a reasonable compensation for the investigation of the goods in question.
4. If the purchase is reversed, we will refund a payment already made by our customer as soon as we have the goods back.
5. Transport damage must be reported to the freight forwarder; in this respect, the notification obligations of the General German Forwarding Conditions apply.
VIII. Intellectual Property Rights
1. We retain ownership and copyright in our drawings, specifications, samples, etc. They may not be made accessible to third parties in individual cases without our express written consent.
2. Molds and other tools remain our property, even if the costs incurred form part of the sales price or are otherwise remunerated by customers. If we have to deliver according to drawings, specifications, samples, etc. of the customer, he assumes liability for the fact that we do not violate any third-party property rights and the risk of suitability for the intended use.
3. If a third party prohibits us from producing and delivering objects that are manufactured according to drawings, specifications, samples, etc. of the customer, on the basis of a property right belonging to it, we are – without being obliged to examine the legal relationship – excludes all claims for damages of the purchaser, stop the production and delivery and demand compensation for the costs incurred. Further claims for damages on our part remain unaffected.
IX. Claims for damages
1. For claims for damages for culpable actions on whatever legal grounds, including default, defective delivery (with the exception of damages due to consequential damages in the absence of a warranted property, if the assurance should protect the customer against the risk of such damages, even in this case but only for the typical and foreseeable damage), positive breach of contract, breach of obligations in contract negotiations, tort, product liability (except liability under the Product Liability Act) Violation of advisory obligations, we are liable in case of slight negligence only for a breach of contractual purpose essential obligations. Otherwise our liability for slight negligence is excluded.
2. In the case of liability according to paragraph 1 and in case of any liability without fault, we are liable in any case only for the typical and foreseeable damage.
3. For consulting services in which we act as contractor for the client not as a supplier but as an advisor, we always interpret the order as if it were the development of new methods, procedures and procedures. The parties are aware that there is still no acknowledged state of the art. The client will supervise the execution of the work with his own expertise, always examine statements and results, in particular before he himself undertakes obligations based on the results. The client bears the product liability. The liability of the contractor vis-à-vis third parties or the customer is limited to the project-related fee or the project-related paid commission. It is the responsibility of the client to check whether industrial property rights of third parties are violated during joint work.
4. The exclusions and limitations of liability (paragraphs 1, 2 and 3) also apply to our employees and vicarious agents.
5. In the case of third-party products (commercial goods), our liability is limited to the assignment of the claims we are entitled to against their suppliers, unless obvious defects could have been identified by us.
X. Applicable law
The law of the Federal Republic of Germany.
XI. Fulfillment and jurisdiction
1. The place of performance for our deliveries is the respective place of dispatch.
2. The exclusive place of jurisdiction for all disputes arising from this delivery transaction and for services is the person responsible for the registered office of Orbi-Tech GmbH. In addition, we may, at our discretion, sue at the court having jurisdiction for the customer.
XII Personal scope
If the contract does not belong to the business of our customer’s commercial business, then paragraphs V. 1., V.4., V.8. and paragraphs VII. 1., VII.3, VII.5. and point XI.2.
XIII Partial nullity, contract gap
If any provision of these Terms and Conditions be or become invalid for any present or future cause, this shall not affect the validity of the remaining provisions. In the case of gaps, the provision which corresponds to what would have been reasonably agreed according to the meaning and purpose of the contract on which these conditions were based would have been recognized from the outset if the need for regulation had been recognized.
General Terms and Conditions of the Orbi-Tech GmbH