ENA - Electrical Technologies and Plant Engineering GmbH |Industriestraße 3 |39443 AtzendorfGERMANY
Phone: 49 (0) 39266 94930 |FAX: 49 (0) 39266 949323 |Email: info@ena-mbh.de |homepage: www.ena-mbh.de
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Information according to § 5 TMG:

ENA - Electrical Technologies and Plant Engineering GmbH

Industriestraße 3
39443 Atzendorf
(District of Staßfurt)
GERMANY

Phone: 49 (0) 39266 94930
FAX: 49 (0) 39266 949323

Email: info@ena-mbh.de
homepage: www.ena-mbh.de

Managing Partner: Dipl.-Ing. Ingo Horn
Email: horn@ena-mbh.de

Commercial Register Stendal HR B 108521
VAT ID: DE 170661954

Page manager: Dipl.-Ing. Ingo Horn / ENA GmbH
Notes on page design to: info@ena-mbh.de

Disclaimer

Liability for content

As a service provider, we are responsible for our own content on these pages in accordance with Section 7 (1) of the German Telemedia Act (TMG). However, according to Sections 8 to 10 of the German Telemedia Act (TMG), as a service provider, we are not obligated to monitor transmitted or stored third-party information or to investigate circumstances that indicate illegal activity. Obligations to remove information or block the use of information under general law remain unaffected. In this case, liability is only possible at the time of knowledge about a specific violation of law. Upon knowledge of such violations, we will remove this content immediately.


Liability for links

Our offer contains links to external third-party websites over whose content we have no influence. Therefore, we cannot accept any liability for this external content. The respective provider or operator of the pages is always responsible for the content of the linked pages. The linked pages were checked for possible legal violations at the time of linking. Illegal content was not recognizable at the time of linking. However, permanent monitoring of the content of the linked pages is not reasonable without concrete evidence of a legal violation. Upon notification of any legal violations, we will remove such links immediately.


copyright

The content and works on these pages created by the site operators are subject to German copyright law. Reproduction, processing, distribution, and any type of exploitation outside the limits of copyright law require the written consent of the respective author or creator. Downloads and copies of this site are permitted for private, non-commercial use only. To the extent that the content on this site was not created by the operator, the copyrights of third parties are respected. In particular, third-party content is marked as such. Should you nevertheless become aware of a copyright infringement, we ask you to notify us accordingly. Upon notification of any violations, we will remove such content immediately.


Privacy Policy

Data protection

The operators of these websites take the protection of your personal data very seriously. We treat your personal data confidentially and in accordance with the statutory data protection regulations and this privacy policy.

You can generally use our website without providing any personal data. If personal data (such as name, address, or email addresses) is collected on our website, this is always done on a voluntary basis, wherever possible. This data will not be shared with third parties without your express consent.

We would like to point out that data transmission over the Internet (e.g., when communicating via email) may be subject to security gaps. Complete protection of data from access by third parties is not possible.


Privacy Policy for the use of Google Analytics

This website uses features of the web analysis service Google Analytics. Provider is Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA. Google Analytics uses "cookies," which are text files stored on your computer that enable analysis of your website use. The information generated by the cookie about your use of the website is usually transferred to a Google server in the USA and stored there.

However, if IP anonymization is activated on this website, your IP address will be shortened beforehand by Google within member states of the European Union or in other contracting states to the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transmitted to a Google server in the USA and shortened there. On behalf of the operator of this website, Google will use this information to evaluate your use of the website, to compile reports on website activity and to provide the website operator with other services relating to website activity and internet usage. The IP address transmitted by your browser as part of Google Analytics will not be merged with other Google data.

You can prevent cookies from being saved by selecting the appropriate settings on your browser; however, please note that if you do this, you may not be able to use the full functionality of this website. Furthermore, you can prevent Google from collecting the data generated by the cookie and relating to your use of the website (including your IP address) and from processing this data by downloading and installing the browser plug-in available under the following link: http://tools.google.com/dlpage/gaoptout?hl=de


Information, deletion, blocking

You have the right at any time to obtain free information about your stored personal data, its origin and recipient, and the purpose of data processing, as well as the right to correct, block, or delete this data. You can contact us at any time at the address provided in the legal notice for this purpose and for other questions regarding personal data.

Contact form

If you send us inquiries via the contact form, your information from the form, including the contact details you provided there, will be stored by us for the purpose of processing your inquiry and in case of follow-up questions. We will not share this data without your consent.


Processing of data (customer and contract data)

We collect, process, and use personal data only to the extent necessary to establish, define, or modify the legal relationship (master data). We collect, process, and use personal data about the use of our website (usage data) only to the extent necessary to enable or bill the user for the use of the service.



General terms and conditions of business



Scope of services and execution of work


The scope and objective of the services require written agreement between ENA GmbH and the client and are usually described in a written offer from ENA GmbH.


ENA GmbH carries out the work assigned to it with care and in accordance with recognized technical standards.


The start and end dates of the work will be determined by ENA GmbH in consultation with the client. If the planned schedule is exceeded, ENA GmbH will submit proposals for an extension of the processing period, stating the reason, in consultation with the client.


Remuneration and method of payment


When the order is placed, the amount of the fee and, if applicable, a payment plan are agreed in writing. These prices are either fixed or based on an invoice, with a fixed cost limit.


If it becomes apparent, particularly in the case of research and development projects, that the objective of the work cannot be achieved under the agreed conditions, ENA GmbH will notify the client immediately and make suggestions on how to proceed.


Unless expressly stated otherwise, the remuneration is always exclusive of VAT at the applicable statutory rate.


Payment terms:

Payment terms:

15% of the offer amount payable upon order confirmation

25% after the design and planning phase (production release)

50% after preliminary acceptance

10% after readiness for dispatch


Payments are to be made free of deductions and fees to the ENA GmbH account specified in the invoice within 14 days of invoicing or according to the payment plan (offer). In case of late payment, interest will be charged at the applicable bank rate for overdrafts.


Offsetting against any counterclaims of the client is only permissible if the counterclaim is undisputed and has been legally established.


Delivery conditions


The General Terms and Conditions of Delivery for Products and Services of the Electrical Industry, the Terms and Conditions of Delivery for Electric Industrial Furnaces and the Terms and Conditions of ENA GmbH apply.


Ownership and usage rights


The client acquires ownership and usage rights to the results of the order only after full payment of the agreed price.


If the client uses ENA GmbH’s intellectual property rights or know-how, he will pay ENA GmbH appropriate compensation.


In the event of legal or extrajudicial disputes, such as the enforcement of recourse claims against third parties or for advertising purposes, the client may not use the results obtained from ENA GmbH as evidence or as advertising material without its written consent.


Confidentiality and publication


All information declared confidential by the client, including in particular the results of the work performed, will not be made accessible to third parties by ENA GmbH, either during or after the completion of the investigation, unless the client releases ENA GmbH in writing from the obligation to treat certain information confidentially, or such information has become generally known through the client or third parties. This obligation also applies accordingly to the client towards ENA GmbH.


Unless otherwise agreed, ENA GmbH may publish scientific findings of a fundamental nature in the form of an activity report, publications in scientific journals, etc. The client must be informed of this.


ENA GmbH may only publish specific results that may affect the client's protected interests in consultation with the client and with his written consent.

Termination of contract


Either party may terminate the contract with one month's notice at the end of each quarter if no significant progress has been made six months after the start of the work.


If the termination becomes effective, ENA GmbH will submit the results developed up to the termination date to the client within six weeks. In this case, the client will pay the costs documented by ENA GmbH, which, taking into account the time required, may not exceed the amount specified in the payment plan.


Warranty and liability


ENA GmbH's warranty is limited to the performance of the services agreed in writing and, in principle, to 12 months after delivery of the results or 12 months after trial operation.


The warranty applies within a radius of 300 km around Magdeburg. For warranty locations beyond this radius, the customer shall bear the additional costs.

0.65 EUR per kilometer driven.


Inadequate services will be remedied at ENA GmbH's expense. If the remediation fails, the client may demand a reasonable reduction in the fee.


Unless otherwise agreed in writing, further claims for damages due to non-fulfillment of part or all of the contract, in particular for damages resulting from breach of contract by ENA GmbH, or due to errors in the conclusion and implementation of the contract, are excluded, unless these damages were caused intentionally or through gross negligence. Furthermore, liability for negligent damages that do not result in personal injury is excluded.


Should ENA GmbH assume liability for the aforementioned and similar damages, it will take out appropriate insurance at the client's expense.


Notwithstanding any provisions to the contrary, ENA GmbH shall not be liable for indirect or consequential damages.


copyright


All copyrights, in particular patents and inventions, that may arise in connection with the subject matter of the contract with the Contractor are regulated as follows:


The research and development results will be made available to the client upon completion of the project. In accordance with the terms of reference, the client will receive a non-exclusive right of use to the resulting inventions and to the intellectual property rights registered or granted by the contractor. If the client uses this non-exclusive right of use, the client will reimburse the contractor an agreed-upon portion of the costs for registering, maintaining, and defending the intellectual property rights, as well as the statutory employee invention compensation (max. 30% of the documented costs).


Upon request, the Client shall receive, in lieu of the rights pursuant to Section 15, Paragraph 2, an exclusive, paid right of use for the inventions created and the intellectual property rights registered and granted by the Contractor in connection with the project, for the application purpose underlying the contract. This request must be made to the Contractor in writing no later than three months after notification of the invention. Exclusive rights of use shall be remunerated based on the value of the invention. The Contractor retains a non-exclusive, free right of use for its own purposes.


General


Amendments and additions to these Terms and Conditions, as well as any ancillary agreements, must be made in writing. A waiver of this formal requirement must also be made in writing.


Should any of the terms and conditions be invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a new one that comes as close as possible to the content and economic meaning of the invalid provision. The same applies if there are gaps or provisions requiring interpretation.


The legally valid contractual provisions in writing supersede any conflicting provisions of the general terms and conditions.


Applicable law


All contractual relationships shall be governed exclusively by the law of the Federal Republic of Germany.


Place of performance and jurisdiction is Magdeburg.




General Terms and Conditions of Delivery


Edition January 2022 Edition January 2025

1 Scope of application

1.1

These terms and conditions of delivery apply to entrepreneurs, legal entities under public law and special funds under public law.

These Terms of delivery shall apply vis a vis merchants, governmental entities or special governmental estates.

1.2

Our deliveries and services are provided exclusively on the basis of the following terms and conditions.

Our deliveries and services are exclusively provided based on the following conditions.

1.3

Terms and conditions of the purchaser that are not expressly accepted by us are not valid.

Terms and conditions of the purchaser that are not expressly accepted by us are not valid.

2

General

General provisions

2.1

The technical information (including weight and dimensions), illustrations and drawings contained in our brochures and catalogues as well as in our offers are approximate values customary in the industry, unless they are

are expressly designated as binding by us.

The technical information (including information on weight and dimensions) in our brochures and catalogs as well as in our offers, diagrams and sketches are approximate values in line with industry norms, unless they are expressly described by

us as binding.

2.2

Each contracting party will use all documents (including samples, models and data) and knowledge that it receives from the business relationship only for the jointly pursued purposes and will keep them confidential from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them confidential. This obligation begins upon initial receipt of the documents or knowledge and ends 36 months after the end of the business relationship. This obligation does not apply to documents and knowledge that are generally known or that were already known to the contracting party upon receipt without the contracting party being obliged to maintain confidentiality, or that are subsequently transmitted by a third party authorized to pass them on, or that are developed by the receiving contracting party without using documents or knowledge of the other contracting party that are to be kept confidential.



3

Legal basis of the contract

Legal basis of the contract

3.1

The components of a contract to be concluded are in the following order, whereby in the event of contradictions the preceding takes precedence over the following:

□ our written order confirmation,

□ in the case of assembly services, our Special Conditions for Assembly and in the case of repairs, our Special Conditions for Repairs to Machinery and Equipment,

□ these General Terms and Conditions of Delivery,

□ the legal regulations of the Federal Republic of Germany


Deviating conditions of the customer are not accepted by us even if we carry out the delivery/service without the conditions

of the purchaser to have specifically objected.



Price and payment

Price and payment

4.1

Our prices are net ex works, excluding packaging, which is charged at cost price and becomes the property of the purchaser, plus the VAT applicable at the time of invoicing for deliveries and services subject to VAT.

tax.


4.2

In the event of increases in the material, labor, or energy costs underlying our calculations that were unforeseeable at the time of contract conclusion and that occur four months after contract conclusion, a corresponding price adjustment must be agreed upon. If an agreement cannot be reached within a reasonable period of time, we will determine the price adjustment at our reasonable discretion.


4.3

All invoices are due for payment within 30 days of the invoice date without any deductions

All invoices must be paid within 30 days from the date of issue without any deductions being made.

4.4

An agreed discount always applies only to the invoice value excluding freight and requires the full settlement of all outstanding liabilities of the customer at the time of the discount. Unless otherwise agreed, discount periods begin from the invoice date.




Managing Director: District Court of Stendal Tax No.: 107/105/01462 BIC: NOLADE21SES Salzlandsparkasse Staßfurt

Dipl.-Ing. Ingo Horn HR B 108521 VAT ID No. DE 170661954 IBAN: DE92 8005 5500 0300 0080 40


5.5

If we have undisputedly delivered partially defective goods, the purchaser is still obligated to pay for the non-defective portion, unless the partial delivery is of no interest to the purchaser. Otherwise, the purchaser may only offset claims that have been legally established or are undisputed. We may avert any rights of retention of the purchaser by providing a written, directly enforceable bank guarantee in the value of the right to be secured.


5.6

In the event of late payment, we are entitled to charge default interest at the rate charged by the bank for current account overdrafts, but at least 8 percentage points above the respective base interest rate of the European Central Bank.


5.7

In the event of late payment, we may, after notifying the customer in writing, suspend the fulfilment of our obligations until payment is received.


5.8

If, after conclusion of the contract, it becomes apparent that our payment claim is jeopardized by the partner's inability to perform, we may refuse performance and set a reasonable deadline for the customer within which they must pay concurrently with delivery or provide security. If the partner refuses to pay or the deadline expires without success, we are entitled to withdraw from the contract and demand compensation.


5.9

We are entitled to offset all claims to which we are entitled against the customer against all claims to which the customer is entitled against us, regardless of the legal basis.


6.1

Design and shape changes to the delivery item that increase its value or leave it unaffected do not justify the rejection of the delivery item by the purchaser if the deviations do not impair the intended use (resale, commercial use, etc.).




6.2

Quality and dimensions are determined according to the DIN/EN standards or material specifications applicable at the time of contract conclusion, or, in the absence of such, according to commercial practice. Deviations in quality, dimensions, and weight are permissible according to DIN/EN or applicable practice. References to standards, material specifications, or factory test certificates, as well as information on quality, dimensions, weights, and usability, are not representations or guarantees, nor are declarations of conformity, manufacturer's declarations, and corresponding markings such as CE and GS.


6.3

Partial deliveries and partial services by us are permissible to a reasonable extent. They will be invoiced separately.


6.4

Unless otherwise agreed, we deliver ex works, freight collect and uninsured. If we carry out the shipment as agreed, we determine the shipping route and means, as well as the forwarding agent and carrier.


6.5

If we have agreed to install the delivery item, the customer must provide suitable rooms, suitable power sources, and the equipment required to connect the delivery item. These must comply with our guidelines and applicable professional standards. We are only obligated to deliver and install the item after a binding agreement has been reached between the customer and us regarding the installation conditions at the installation site.


6.6

The agreed delivery period begins upon conclusion of the contract, but not before the complete provision of all documents to be provided by the customer and not before receipt of an agreed advance payment. If software is also the subject of the contract, this also applies in particular to the documents and information to be provided by the customer for system analysis and programming.




6.7

If the customer defaults on a contractual obligation (duty to cooperate and/or payment), the agreed delivery date becomes non-binding. In this case, we are entitled, at our reasonable discretion, to reschedule the performance/delivery time, particularly taking into account our other obligations.


6.8

A reasonable extension of delivery time shall apply in the event of lawful industrial action, particularly strikes and lockouts, as well as in the event of unforeseen obstacles (force majeure). The same applies if the aforementioned circumstances occur at our suppliers and, as a result, correct and timely delivery to us is not possible. We are not responsible for the aforementioned obstacles even if they occur during an existing delay in delivery, unless we caused the delay intentionally or through gross negligence. Once the aforementioned obstacles have ceased to exist, we will notify the customer of the new delivery time immediately.


6.9

If we do not carry out the delivery/service because the customer has unjustifiably withdrawn from an order, we may, without prejudice to the possibility of claiming higher actual damages, demand 15% of the price of the delivery/service for the costs incurred in processing the order and for lost profits. The customer reserves the right to provide evidence of lesser damages.

If the delivery/service is not carried out by us be- cause the purchaser withdrew from a contract without- out being authorized to do so we may, without prejudice to the possible right to claim further damages, demand 15% of the price of the delivery/service for the costs amounting from the processing of the contract and for lost profit. The purchaser has the right to provide evidence of damages being lower.

6.10

If completion or shipping is delayed at the customer's request, or if the delivery is not called off within a deadline set by us despite notification of readiness for shipment, the goods will be stored – partially completed if necessary – at the customer's expense and risk. If storage at our premises is not possible, storage fees will be charged in the amount of the costs incurred, but at least 0.5% of the invoice amount for each month from the date of readiness for shipment. We are also entitled, after setting and unsuccessfully expiring a reasonable grace period, to dispose of the delivery item otherwise and to supply the customer within a reasonably extended period.


6.11

If a contractual penalty is due for late delivery, the reservation of the contractual penalty by the purchaser upon receipt or acceptance of the service is essential.


6.12

In the event of a delay in delivery, the purchaser is only entitled, within the framework of the statutory provisions, to claim damages instead of performance or to withdraw from the contract if he has previously set us a reasonable deadline for performance or subsequent fulfillment, threatening us with these measures, unless the statutory exceptions for the dispensability of setting a deadline (§§ 281 para. 2, 323 para. 2 BGB) apply.


6.13

Further claims arising from delayed delivery shall be governed exclusively by Section 9.2 of these Terms and Conditions.


6.14

Where delivery times or delivery dates are stated below, we would like to point out that compliance with this delivery period is subject to the proviso that we, for our part, receive timely deliveries from our suppliers or that the required materials are actually available on the market.


We are obliged to inform the customer immediately of the unavailability of the service.


Advance payments and down payments made by the client will be offset against the actual expenditure incurred by the contractor.


If a cost component within the total costs changes (e.g. due to demonstrably significantly increased third-party material costs), the contractor reserves the right to adjust the price proportionately within a reasonable framework, but only proportionally with regard to the corresponding cost element.



7 Transfer of risk, acceptance

7.1

Unless otherwise agreed, the risk shall pass to the purchaser as soon as the goods are

our warehouses or the warehouses of our subcontractors, unless we transport the goods with our own

vehicles. The transfer of risk to the customer also occurs in particular if the shipment takes place within the same location, if the shipment is carried out by vehicles of our subcontractor, and if partial deliveries are made or if we have assumed other services (e.g. shipping costs, delivery by subcontractors or other third parties, or installation).

If acceptance is required, this shall be decisive for the transfer of risk.


7.2

If dispatch or acceptance is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser upon receipt of the notification of readiness for dispatch or acceptance.


7.3

Delivered items must be accepted by the purchaser, even if they have minor defects, without prejudice to the rights under Section 4.


7.4

If acceptance of the delivery item by the customer is required by contract or due to legal regulations, acceptance shall take place within the framework of an acceptance test conducted by us. For this purpose, the customer must provide us with all parts that may be required for the acceptance test in good time before the test. Acceptance shall take place after the successful completion of the functional test. The functional test is deemed to have been successfully completed if the test programs or procedures developed by us for this purpose do not detect any defects in the delivery item.

If we install the delivery item as agreed, we will conduct the functional test after delivery and installation at the installation site. Following a successful functional test, the customer must accept the delivery item, provided it is otherwise in accordance with the contract.

For all other delivery items, we conduct the functional test as part of the final inspection at our factory or at the factory of our subcontractor. Acceptance is deemed to have taken place unless the customer expressly objects to acceptance in writing within 14 days of delivery of the delivery item, precisely specifying the defect, and we have specifically informed the customer of the anticipated significance of their actions at the beginning of the period. If the customer wishes to participate in the functional test, they must notify us immediately upon receipt of our order confirmation.

The purchaser may not refuse acceptance in the event of a non-essential defect.


8 Retention of title

8.1

The delivered item remains our property. Processing or transformation is always carried out for us as the manufacturer, but without obligation for us. If our (co-)ownership expires through combination, it is hereby agreed that the purchaser's (co-)ownership of the unified item shall pass to us in proportion to its value (invoice value).

The purchaser shall safeguard our (co-)ownership free of charge. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods. In the event of processing or transformation, the purchaser's expectant right to acquire ownership of the old item shall continue to apply to the new item or shall be newly established in this regard. The purchaser is obligated to treat the reserved goods with care and to carry out the service and maintenance work required for the proper care of the reserved goods at his own expense. The same applies to necessary maintenance and repair measures.



8.2

The purchaser is entitled to sell or process the reserved goods in the ordinary course of business, either against payment or subject to retention of title, as long as he is not in default of payment. He is not entitled to other disposals, in particular pledges and transfers of ownership as security. The purchaser's right to sell is subject to the proviso that the purchaser does not agree with the purchaser of the reserved goods on a prohibition on assignment with regard to his claims from the resale, provided he has complied with the notification obligation.


8.3

The purchaser hereby assigns to us all claims arising from the resale or any other legal grounds (insurance, tort) relating to the reserved goods, including all ancillary rights. In the event that the purchaser's claims from the resale or further processing are included in a current account, the purchaser hereby also assigns to us his claims from the current account against his customers. In all cases, the assignment shall only be made to the amount that we have charged the purchaser for the resold or processed reserved goods. The purchaser is entitled, until revoked, to collect the claims assigned to us. We may revoke this right if the purchaser defaults on payment or if his financial circumstances have significantly deteriorated. Upon our request, the purchaser will disclose the assignment and provide us with the necessary information and documentation.


8.4

In the event of third-party access to the reserved goods, the purchaser shall point out our ownership and notify us immediately. The purchaser shall bear all costs and damages.


In the event of a breach of duty by the customer, particularly in the event of late payment, we are entitled to withdraw from the contract and take back the reserved goods after the unsuccessful expiration of a reasonable deadline set for the customer; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The customer is obligated to surrender the goods. We are also entitled to withdraw from the contract and take back the reserved goods if an application is filed for the opening of insolvency proceedings against the customer's assets.



8.6

If we have declared withdrawal from the contract in accordance with Section 6 and , we are entitled to freely sell the reserved goods at the purchaser's expense in analogous application of Section 1234 of the German Civil Code (BGB).


9 Claims for defects

We provide a warranty for material and legal defects in the delivery, excluding any further claims - subject to Section X - as follows:


Material defects Claims of deficiency



Material defects

9.1

The quality of the goods/services is governed by the agreed technical delivery specifications. Unless otherwise agreed, the goods/services will be delivered/provided in the design and quality customary for us at the time of delivery/service, taking into account the recognized rules of technology. If we are required to deliver according to drawings, specifications, samples, etc. provided by the customer, the customer assumes the risk of suitability for the intended purpose. The decisive factor for the contractual condition of the goods is the time of transfer of risk.


9.2

Unless expressly agreed otherwise, we do not guarantee that the static and/or dynamic forces emanating from the delivery item can be absorbed by the installation site or its surroundings without causing damage. Furthermore, the warranty does not cover defects caused or predominantly caused by unsuitable or improper use and assembly by the customer, failure to observe our specific operating instructions, incorrect operation and handling, natural wear and tear, incorrect or negligent repair and maintenance work by the customer or third parties, unsuitable operating materials, replacement materials, chemical, electronic or electrical influences, unless such influences are the cause of the

thing in our delivery item.


9.3

All parts that prove to be defective due to a circumstance occurring before the transfer of risk shall be repaired or replaced free of charge at our discretion. The discovery of such defects must be reported to us immediately in writing. Replaced parts become our property.


9.4

The customer must, after consultation with us, provide the necessary time and opportunity to carry out any repairs or replacement deliveries that we deem necessary; otherwise, we are released from liability for any resulting consequences. Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage, in which case we must be notified immediately, does the customer have the right to remedy the defect himself or have it remedied by a third party and to demand reimbursement of the necessary expenses from us.


9.5

We are entitled to claim repair or replacement delivery with a partial payment for the delivery item, appropriate to the defect, up to the value of the defective item. However, the customer may withhold a higher amount in individual cases if the security purpose requires this, or refuse payment entirely if the defective item is of no value to the customer.


9.6

The limitation period for warranty claims against us is determined in accordance with Section XII of these Terms and Conditions.


9.7

If we have provided a guarantee for the quality of a product/service, we warrant this quality in accordance with statutory provisions. Any guarantee provided by us requires an express written agreement.


Legal defects:

9.8

If the delivery item is used to infringe industrial property rights or copyrights, we will, at our own expense, procure the right for the purchaser to continue using the item or modify the delivery item in a manner that is reasonable for the purchaser so that the infringement of property rights no longer exists.

If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the aforementioned conditions, we also have the right to withdraw from the contract.

In addition, we will indemnify the customer against undisputed or legally established claims of the relevant intellectual property rights holders.

aser against claims by the pro-prietor of intellectual property rights concerned, which are established as undisputed or legally binding.


9.9

The obligations set out in Section 9.10 are, subject to Section 10.2, final in the event of a breach of intellectual property rights or copyright.

They only exist if

□ the customer informs us immediately of any alleged infringements of intellectual property rights or copyrights,

□ the customer supports us to an appropriate extent in defending against the asserted claims or enables us to carry out the modification measures in accordance with Section VIII.8,

□ we reserve the right to take all defensive measures, including out-of-court settlements,

□ the legal defect is not based on an instruction from the purchaser and

□ the infringement was not caused by the purchaser modifying the delivery item on his own initiative or using it in a manner that is not in accordance with the contract.


10. Liability

10.1

If the delivery item cannot be used by the customer in accordance with the contract due to our fault as a result of the omitted or incorrect implementation of suggestions and advice given before or after conclusion of the contract or due to the violation of other contractual ancillary obligations - in particular instructions for the operation and maintenance of the delivery item - the provisions of Sections IX and X.2 shall apply accordingly, excluding any further claims by the customer.

accordingly.


10.2

For damages not caused to the delivery item itself, we are only liable – for whatever legal reasons –

a) in case of intent,

b) in the event of gross negligence on the part of our bodies or senior employees,

c) in the event of culpable injury to life, body or health,

d) in the case of defects which have been fraudulently concealed,

e) in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of essential contractual obligations, we shall also be liable for gross negligence on the part of non-managerial employees and for slight negligence, in the latter case limited to the damage typical for the contract and reasonably foreseeable.

Further claims are excluded.


11. Spare parts

When supplying spare parts, we do not provide a warranty for natural wear and tear. Furthermore, our liability under Section IX 2 is additionally limited to twice the invoice value of the respective spare part for each individual case of damage, unless the conditions set out in Section IX. 9 or X. 2 a to e are met. Limitation period


12 Limitation period

All claims of the customer – regardless of legal grounds – shall expire 12 months from the start of the respective statutory limitation period. The statutory limitation periods apply to claims for damages under Section X. 2 a - e and to claims under Section IX. 9. They also apply to defects in a building or to delivery items that were used for a building in accordance with their usual purpose and caused its defectiveness.

Repair and replacement of parts of an entire system do not restart the limitation period for warranty claims.


13 Software usage

To the extent that software is included in the scope of delivery, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the delivery item intended for it. Use of the software on more than one system is prohibited.

The purchaser may only reproduce, revise, translate, or convert the software from object code to source code to the extent permitted by law (§§ 69 a ff. of the Copyright Act). The purchaser undertakes not to remove manufacturer information—in particular copyright notices—or to change them without our prior express consent.

All other rights to the software and documentation, including copies, remain with us or the software supplier. Sublicensing is not permitted.


14 Applicable law, place of jurisdiction, partial invalidity

14.1

The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") of April 11, 1980, is excluded.


14.2

The exclusive place of jurisdiction for all disputes (including those arising from checks or bills of exchange) is Magdeburg. However, we are also entitled to assert our claims at one of the customer's places of jurisdiction.


14.2

Should any provision or part of a provision of these General Terms and Conditions of Delivery or other contractual agreements be or become invalid, this shall not affect the validity of the remaining provisions or the remaining part of the provision.


15. Applicable version

15.1

The German version of these "General Terms and Conditions of Purchase" shall prevail.