Terms

Terms of delivery and service of Compur Monitors GmbH & Co. KG

Weissenseestrasse 101, D-81539 München

1. Scope of application
1.1 Unless expressly agreed otherwise, orders shall be accepted and executed in accordance with the following Terms and Conditions of Sale and Delivery. This shall also apply to all subsequent orders without special reference. Repairs and installations are subject to separate terms and conditions.
1.2 We (hereinafter: CM) hereby expressly object to all terms and conditions of the customer.
1.3 Agreements deviating from these terms and conditions shall be made in writing. Verbal agreements shall be confirmed in writing without delay.
1.4. These terms and conditions apply to business transactions with entrepreneurs.

2. Offers, documents and industrial property rights
2.1 Unless otherwise specified in the offer, offers are valid for a period of 4 weeks. Subject to prior sale. A delivery obligation shall only be established by an express order confirmation from CM.
2.2. Unless expressly stated as binding in the offer, the approximate values customary in the industry shall apply to all technical data, material specifications etc.. Notifications in the event of changes will only be made if a guarantee of quality is affected.
2.3. All documents made available to CM by the Customer remain the property of CM; they may not be made accessible to third parties without the prior written consent of CM and, if the order is not placed with CM, must be returned immediately on request in full, including any copies made.
2.4. The information contained in catalogues, brochures and other written documents must be checked by the Customer for suitability for the planned application before acceptance and use. This also applies to the selection of suitable materials. The Customer must inform itself about the possible uses of the product.
2.5. CM is not obliged to check the Customer’s specifications and/or requirements for their correctness and/or legal conformity; the Customer is solely responsible for this information. This also applies in particular to liability for any infringement of industrial property rights.
2.6. The Customer warrants that the execution of the order does not involve any infringement of industrial property rights by products provided by the Customer or by drawings or samples of the Customer or third parties, shall conduct any defence proceedings at its own expense and shall reimburse CM for any associated expenses.
2.7. Drawings, drafts and contributions to discussions which are drafted as part of consulting services provided in the course of contract negotiations are non-binding. The Customer may not assert any claims whatsoever against CM and its employees arising from such documents or services, unless they have acted wilfully or with gross negligence.
2.8. Requested samples shall be invoiced by the Supplier on a time and material basis.

3. Order
Orders shall only be deemed accepted upon written confirmation by CM. The text of the order confirmation shall be decisive for the content of the contract thus concluded and the type and content of the order. The customer is obliged to check all parts of the order confirmation and to notify us immediately in writing of any discrepancies.

4. delivery time and scope
4.1 Delivery times begin with the complete technical and commercial clarification and end with the dispatch or the notification of readiness for dispatch. Compliance with the delivery time also presupposes compliance with the Customer’s obligations, in particular any payment obligations.
4.2. Changes requested by the Customer shall cause the delivery time to start again from the date of the amended order confirmation.
4.3. CM accepts no liability for delays in delivery due to force majeure and similar unforeseeable events for which CM is not responsible, such as refusal of official approvals, labour disputes, etc. CM shall not be liable for delays in delivery due to force majeure or similar events for which CM is not responsible. Delivery periods shall be extended by the period of the hindrance.
4.4. CM shall only be liable in cases of non-compliance with the delivery contract or delayed delivery, even after expiry of a deadline set by CM, in the event of intent, gross negligence or breach of material contractual obligations. This provision does not imply a change in the burden of proof to the detriment of the Customer.
4.5. The right of the Customer to withdraw from the contract after the fruitless expiry of a reasonable deadline set by CM remains unaffected.
4.6. Partial deliveries are permitted insofar as reasonable for the Customer.

5. Place of delivery, transfer of risk
5.1 Deliveries are made from CM’s production site at the expense and risk of the Customer. The type of dispatch shall be chosen by CM at its reasonable discretion, unless the Customer specifies otherwise.
5.2. In the case of delivery without installation or assembly, the risk in respect of the delivery item shall pass to the Customer, even if carriage paid delivery has been agreed, when the products are handed over to the Customer, the forwarding agent or carrier, but at the latest when they leave our factory or warehouse. If the customer is in default of acceptance, the risk shall pass upon readiness for dispatch, even if default of acceptance only occurs after readiness for dispatch. At the request and expense of the Customer, CM shall insure the consignment against breakage, transport and fire damage.
5.3. In the case of delivery with installation or assembly, the risk in respect of the delivery item shall pass to the Customer on the day of acceptance.

6. Prices
6.1 All prices are ex works plus freight/postage, packaging, insurance and the applicable statutory VAT. Costs for commissioning, assembly, adjustment or similar services shall be invoiced separately. Services will be invoiced separately.

7. Payment
7.1 Unless otherwise agreed, the agreed price is payable in EURO within 30 days of the due date and receipt of an invoice or equivalent request for payment without deduction and free of charges. The risk and costs of the payment transaction shall be borne by the customer.
7.2. In the event of late payment, interest on arrears shall be charged at a rate of 8 percentage points above the base rate of the European Central Bank. The Customer reserves the right to provide evidence of lower damages.
7.3. The Customer only has the right to offset undisputed or legally established claims.
7.4. Costs for securities, letters of credit for foreign transactions, etc. shall be borne by the Customer.
7.5. In the event of late payment, CM is entitled to charge a reasonable fee for each reminder.

8. Liability for material defects
8.1. the customer shall inspect the products for any defects immediately upon receipt. Obvious defects must be reported to CM in writing within 5 working days, hidden defects within 5 working days of discovery.
8.2. CM accepts liability for defects in the goods for a period of six months after acceptance of the goods in accordance with the following provisions:
The customer is initially only entitled to rectification of defects and damage caused by them to other parts of the object of purchase (subsequent improvement). If the defect cannot be rectified or if further attempts to rectify the defect are unreasonable for the customer, the customer may demand cancellation (cancellation of the purchase contract) or reduction (reduction of the remuneration) instead of rectification. There is no entitlement to a replacement delivery. Repairs shall be carried out at CM’s discretion at the place of use or in the factory. The warranty obligation does not extend to parts with a technically limited service life. Warranty obligations also do not exist if the defect that has occurred is causally related to the fact that
– the Customer has not notified CM of a defect in due time and has not immediately given CM the opportunity to remedy the defect, or
– the goods have been improperly handled or overused, or
– parts have been installed in the goods, the use of which has not been authorised by CM, or
– the goods have been modified in a manner not authorised by CM, or
– the Customer has not complied with the regulations on the handling, maintenance and care of the contractual product (e.g. operating instructions).

Natural wear and tear or consumption is excluded from the warranty. CM shall not reimburse any costs which the Customer has incurred without CM’s consent for requested or carried out rectification, modification or repair work.

8.3 CM shall only be liable for further claims and rights in cases of intent or gross negligence. Liability is otherwise excluded.
8.4. Returns

Returns due to incorrect delivery or under warranty will only be accepted if CM has been notified of the return in advance, stating the invoice number and, if applicable, the description of the fault. A copy of the invoice and, if applicable, a description of the fault must be enclosed with the return. Incorrect deliveries will only be accepted in undamaged, unopened, unlabelled and unglued original packaging.

8.5 If goods are returned to CM during the warranty period without authorisation as faulty or defective, CM shall charge reasonable costs for the inspection, depending on the effort involved, as well as the shipping costs.

9. Liability
9.1 Liability arising from a breach of obligations under the Equipment and Product Safety Act is limited to products placed on the market after 1 May 2004. In addition, claims for damages shall only exist for damage caused by wilful or grossly negligent breach of obligations. Liability is – as far as permissible – limited to the value of the product

10. Disposal
10.1. CM will dispose of your devices free of charge in accordance with the WEEE Directive, provided they are delivered free of charge to Compur Monitors Munich.

11. Reservation of title
11.1 The delivered product (hereinafter: reserved product) remains the property of CM until full payment of all due claims that CM holds or acquires from the business relationship with the Customer. During the existence of the retention of title, neither seizure nor transfer by way of security or assignment of the claim may be undertaken by the Customer without the consent of CM. CM must be notified immediately of any seizure by a third party.
11.2. If the product subject to retention of title is processed by the Customer into a new item, the processing is carried out for CM. Acquisition of ownership by the customer in accordance with § 950 BGB is excluded. In the event of processing, mixing or remodelling of the reserved product with products not belonging to CM, CM shall acquire co-ownership of the new item in proportion to the invoice value of the products supplied by CM and the other products at the time of processing. The Customer shall store the new item for CM with the diligence of a prudent businessman.
11.3 The new item shall be deemed a product subject to retention of title within the meaning of these terms and conditions. The Customer hereby assigns its claims from the resale of these new products subject to retention of title to CM in the amount of the value which corresponds to the value share of the products subject to retention of title in the new item in the ratio of the invoice value of the products subject to retention of title to the products brought in by other parties. If the resale is made together with other products not belonging to CM at a total price, the Customer hereby assigns its claims from the resale to CM in the amount of the share corresponding to the value of the Reserved Products in the entire delivery.
11.4. The Customer also assigns to CM as security the claims against a third party arising from the combination of the Reserved Product with a property.
11.5. The Customer is revocably authorised to collect the claims arising from a resale in the ordinary course of business. Irrespective of this, CM has the right to collect the claims itself if the Customer has breached its obligations under this contract, in particular in the event of default of payment. Upon request, the customer must name the debtors of the assigned claim and notify them of the assignment. The assertion of the retention of title and in particular the demand for surrender shall constitute a withdrawal from the contract.
11.6. CM undertakes to release the securities to which it is entitled at its discretion at the request of the Customer to the extent that the realisable value of these securities exceeds the claims to be secured by more than 10%.

12. Place of jurisdiction
12.1. the law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (UNCITRAL Sales Convention). The language of the contract is German.
12.2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties, including for disputes relating to documents, bills of exchange or cheques, shall be the competent place of jurisdiction of CM. CM is also entitled to sue the customer at any other legal place of jurisdiction.

13. General clause
The invalidity of individual provisions of these GTC shall not affect the validity of the other paragraphs. Should a provision be or become ineffective, the contracting parties shall replace the ineffective provision with an effective provision that comes as close as possible to the economic and legal purpose of the ineffective provision.