Conditions
imprint
According to § 5 TMG:
ENA - Electrotechnologies and Plant Engineering
Industriestrasse 3
Copy to Clipboard
(District of Staßfurt)
GERMANY
Tel .: ++ 49 (0) 39266 94930
FAX: ++ 49 (0) 39266 949323
E-Mail: info@ena-mbh.de
homepage: www.ena-mbh.de
Managing Partner: Dipl.-Ing. Ingo Horn
E-Mail: horn@ena-mbh.de
Commercial register Stendal HR B 108521
VAT ID: DE 170661954
Responsible for the pages: Dipl.-Ing. Ingo Horn / ENA GmbH
Notes on page layout: info@ena-mbh.de
Disclaimer
Liability for content
As a service provider, we are responsible for our own content on these pages according to the general laws in accordance with § 7 Abs.1 TMG. According to §§ 8 to 10 TMG, however, we as service providers are not obliged to monitor transmitted or stored third-party information or to investigate circumstances which indicate an illegal activity. Obligations to remove or block the use of information according to general laws remain unaffected. Liability in this regard, however, is only possible from the time of knowledge of a specific infringement. If we become aware of any such infringements, we will immediately remove such content.
Liability for links
Our offer contains links to external websites of third parties on whose content we have no influence. Therefore, we can not assume any liability for these third-party content. The respective provider or operator of the pages is always responsible for the contents of the linked pages. The linked pages were checked for possible legal violations at the time of linking. Illegal contents were not recognizable at the time of linking. However, a permanent control of the content of linked pages is not reasonable without concrete indications of an infringement. We will remove such links immediately if we become aware of any legal infringements.
copyright
The content and works created by the site operators on these pages are subject to German copyright law. The copying, processing, distribution and any kind of exploitation beyond the limits of copyright require the written consent of the respective author or creator. Downloads and copies of this site are only permitted for private, non-commercial use. Insofar as the content on this site has not been created by the operator, the copyrights of third parties are respected. In particular contents of third parties are marked as such. If you should nevertheless be aware of a copyright infringement, we ask for a corresponding note. If we become aware of legal violations, we will immediately remove such content.
Privacy Policy
data protection
The operators of these sites take the protection of your personal data very seriously. We treat your personal data confidentially and in accordance with the legal data protection regulations as well as this data protection statement.
The use of our website is normally possible without giving personal data. If personal data (for example name, address or e-mail addresses) are collected on our pages, this is always done on a voluntary basis as far as possible. These data will not be passed on to third parties without your express consent.
We would like to point out that the data transmission on the Internet (eg when communicating via e-mail) can have security gaps. A complete protection of the data before access by third parties is not possible.
Privacy Policy for using Google Analytics
This website uses features of the web analytics service Google Analytics. Provider is the Google Inc. 1600 Amphitheater Parkway Mountain View, CA 94043, USA. Google Analytics uses so-called "cookies". These are text files that are stored on your computer and allow you to analyze the use of the website. The information generated by the cookie about your use of this website is generally transferred to a Google server in the USA and stored there.
However, in the case of the activation of the IP anonymisation on this website, your IP address will be previously abridged by Google within the Member States of the European Union or in other Contracting States of the Agreement on the European Economic Area. Only in exceptional cases is the full IP address transferred to a Google server in the US 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 other services related to website usage and internet usage against the website operator. The IP address provided by Google Analytics from your browser will not be merged with other Google data.
You can prevent cookies from being saved by setting your browser software accordingly; however, we would point out that in this case you may not be able to fully utilize all the functions of this website. In addition, you may prevent Google from collecting and processing the data (including your IP address) related to your use of the Website (including your IP address) as well as the processing of such data by Google by downloading the browser plug-in available under the following link and install: http://tools.google.com/dlpage/gaoptout?hl=en
Information, deletion, blocking
You are always entitled to free information about your stored personal data, its origin and recipient, the purpose of data processing, and the right to correct, block or delete this data. For further information on the subject of personal data, you can contact us at any time at the address given in the imprint.
contact form
If you send us inquiries by means of a contact form, your information from the inquiry form, including the contact details provided there, will be stored by us for the purpose of processing the inquiry and for the case of connection questions. We do not pass on this data without your consent.
Processing of data (customer and contract data)
We collect, process and use personal data only insofar as they are necessary for the justification, content development or modification of the legal relationship (stock data). We collect, process and use personal data about the use of our Internet pages (usage data) only to the extent necessary to enable or allow the user to make use of the service.
General terms and conditions
Scope of services and execution of work
The scope and objective of the services require a written agreement between ENA GmbH and the customer and are usually described in a written offer of ENA GmbH.
ENA GmbH carries out the work assigned to it with care and according to recognized rules of technology.
Beginning and end of the work will be determined by ENA GmbH together with the customer. If the planned time schedule is exceeded, ENA GmbH will submit modification proposals for an extension of the processing period in consultation with the client, stating the cause.
Remuneration and method of payment
When placing the order, the amount of remuneration and, if necessary, a payment schedule will be determined in writing. Either fixed prices or prices on a settlement basis with a fixed cost limit shall be agreed.
If it is foreseeable, especially in the case of research and development projects, that the objective of the work cannot be achieved under the agreed conditions, ENA GmbH will immediately inform the client and submit proposals on how to proceed.
If not expressly stated, the remuneration is always exclusive of value-added tax at the respective statutory rate.
Terms of payment:
Terms of payment:
15 % of the offer sum payable upon order confirmation
25 % after the design and planning phase (release of production)
50 % after preliminary acceptance
10 % after readiness for shipment
Payments are to be made free of deductions and charges to the account of ENA GmbH designated in the invoice within 14 days after invoicing or according to the payment schedule (offer). In the event of late payment, interest shall be paid at the respective bank rates for overdraft facilities.
Offsetting with possible counterclaims of the customer is only permitted if the counterclaim is undisputed and has been legally established.
Terms of delivery
The General Terms of Delivery for Products and Services of the Electrical Industry, the Terms of Delivery for Electrical Industrial Furnaces and the Terms of Business of ENA GmbH shall apply.
Rights of ownership and use
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 property rights or know how of ENA GmbH, he will pay ENA GmbH an appropriate remuneration.
In case of judicial or extrajudicial disputes, such as the enforcement of recourse claims against third parties or for advertising purposes, the client may not use the results received from ENA GmbH as evidence or as advertising material without the written consent of ENA GmbH.
Confidentiality and publication
All information declared confidential by the client, in particular the results of the work carried out, will not be made accessible to third parties by ENA GmbH, neither during nor after completion of the investigations, unless the client releases ENA GmbH in writing from the confidential treatment of certain information, or this information has become generally known through the client or third parties. This obligation also applies accordingly for the client towards ENA GmbH.
ENA GmbH may, unless otherwise agreed, publish scientific findings of a fundamental nature in the form of an activity report, in the form of publications in scientific journals, etc. The client shall be informed of this. The client is to be informed of this.
The publication of concrete results, which may affect the protection interests of the client, may only be carried out by ENA GmbH in consultation with the client and with his written consent.
Termination of contract
Both partners may terminate the concluded contract with a notice period of one month to the end of each quarter if no substantial progress has been made six months after the beginning of the work.
If the termination becomes effective, ENA GmbH will hand over the results developed up to the termination date to the client within six weeks. In this case, the latter will pay the costs proven by ENA GmbH, which, taking into account the time required, may not exceed the amount specified in the payment schedule.
Warranty and liability
The warranty of ENA GmbH is limited to the execution of the services agreed upon in writing as well as basically to 12 months after delivery of the results or 12 months after trial operation.
The place of warranty refers to a radius of action of 300 km around Magdeburg. In the case of warranty locations beyond this, the client is to pay the additional expense at a rate of
0,65 EUR per kilometer driven.
Insufficient services will be repaired at the expense of ENA GmbH. If the rectification fails, the customer can demand an appropriate reduction of the remuneration.
Unless otherwise agreed in writing, further claims for damages due to non-fulfillment of a part or the entire order, in particular due to damages from breach of contract by ENA GmbH, due to errors in the conclusion and execution of the contract, are excluded, unless these damages were caused with intent or gross negligence. Furthermore, liability for negligent damage, in which no persons are injured, is excluded.
If the liability for the mentioned and similar damages is assumed by ENA GmbH, ENA GmbH will take out a corresponding insurance at the expense of the customer.
Regardless of other regulations, ENA GmbH is not liable for indirect or consequential damages.
Copyright
All copyrights, in particular patents and inventions, which may occur at the contractor in connection with the subject matter of the contract are regulated as follows:
The research and development result shall be made available to the CL after completion of the project. The Client shall be granted a non-exclusive right of use to the inventions created and to the industrial property rights applied for by the Contractor or granted to him in accordance with the task. In case of use of this non-exclusive right of use by the Client, the Client shall reimburse the Contractor a share to be agreed upon of the costs for application, maintenance and defense of the property rights as well as the statutory employee compensation (max. 30 % of the proven costs).
Upon request, the Principal shall receive an exclusive, royalty-free right of use for the purpose of application on which his order is based instead of the right pursuant to § 15 (2) to the inventions created and to the industrial property rights applied for and granted by the Contractor in connection with the project. The request shall be made in writing to the Contractor no later than 3 months after notification of the invention. Exclusive rights of use shall be remunerated according to the value of the invention. The Contractor shall retain an undisclosed non-exclusive right of use for his own purposes.
General
Amendments and supplements to these terms and conditions as well as additional agreements must be made in writing. Any waiver of this formal requirement must also be in writing.
Should one of the terms and conditions be ineffective, the remaining points shall remain unaffected. The ineffective condition shall be replaced by a new one which comes as close as possible to the content and economic meaning of this condition. The same shall apply in the event that gaps exist or provisions require interpretation.
The legally valid, contractual regulations drawn up in writing in each case shall override any regulations to the contrary in the General Terms and Conditions.
Applicable law
All contractual relations shall be governed exclusively by the laws of the Federal Republic of Germany.
Place of performance and jurisdiction is Magdeburg.
General Terms of Delivery Terms of Delivery
Edition January 2022 Edition January 2022
1 Area of application Area of application
1.1
These Terms of Delivery shall apply vis-à-vis companies, legal entities under public law and special funds under public law.
These Terms of Delivery shall apply vis-à-vis mer- chants, governmental entities or special govern- mental estates.
1.2
Our deliveries and services are exclusively based on the following conditions.
Our deliveries and services are exclusively pro- vided based on the following conditions.
1.3
Terms and conditions of the customer which are not expressly accepted by us shall not be valid.
Any terms and conditions of the customer not expressly accepted by us shall not be valid.
2
General provisions
General provisions
2.1
The technical data (including weights and dimensions), illustrations and drawings contained in our brochures and catalogs as well as in our offers are approximate values customary in the industry, unless they are expressly designated by us as binding.
are not expressly designated by us as binding.
The technical information (including information on weight and dimen- sions) in our brochures and cat- alogues as well as in our offers, diagrams and sketches are approximate values in line with indus- try norms, unless they are expressly described by
us as binding.
2.2
Each contracting party shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret. This obligation begins with the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship. The obligation shall not apply to documents and knowledge which are generally known or which were already known to the contracting party at the time of receipt without the contracting party being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without exploiting documents or knowledge of the other contracting party which are to be kept secret.
cked by the other contracting party.
Each contracting party shall use all documents (also included are designs, models and data) and know how obtained during the business relation- ship, exclusively for the joint purposes, and, if the other contracting party describes them as confidential or has an obvious confidentiality interest in them, shall undertake the same careful measures to keep them confidential with respect to third parties as they would for their own documents and know- how. This obligation begins upon initial re- ceipt of the documents or knowledge and ends 36 months following the end of the business relation- ship. This obligation shall not apply to documents and information which are public knowledge or which were known to the contractual party upon re- ceipt without him having been bound to confidentiality, or which are then conveyed by a third party who has the right to pass them on, or which are produced by the receiving contracting party without using documents or know- how of the other contracting party which must be kept confidential.
Managing Director: Stendal Local Court 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
3
Legal basis of the contract
Legal basis of the contract
3.1
The components of a contract to be concluded shall be in the following order, whereby the preceding shall take precedence over the following in the event of contradictions:
□ our written order confirmation,
□ in the case of assembly services, our Special Terms and Conditions for Assembly and, in the case of repairs, our Special Terms and Conditions for Repairs to Plant and Machinery,
□ these General Terms and Conditions of Delivery,
□ the statutory provisions of the Federal Republic of Germany.
Deviating conditions of the customer shall not be recognized by us even if we execute the delivery/service without having specifically objected to the conditions of the customer.
the terms and conditions of the customer.
Constituent parts of a contract to be concluded are in the following order, and in the case of a discrepancy the preceding component takes precedence over the one which follows:
□ our confirmation of an order in writing
□ in the case of installation services our special conditions for instal-lations and in the case of re- pair work our special conditions for re-pair on ma- chines and installations
□ these general terms of delivery
□ the statutory provisions of the Federal Republic of Germany
We do not accept differing conditions of the pur- chaser even if we per- form delivery or service with- out having explicitly objected to the condi-tions of
the purchaser.
4
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, in the case of deliveries and services subject to value-added tax, plus the value-added tax applicable at the time of invoicing.
tax at the time of invoicing.
Our prices are net ex works excluding packaging which is calculated onto the net cost and becomes the property of the purchaser. For deliv-eries and services subject to valued added tax the VAT appli- cable on the date of issue of the invoice is to be
added.
4.2
In the event of increases in the material, wage or energy costs on which our calculation is based, which were not foreseeable for us at the time of conclusion of the contract and which occur after the expiry of four months after conclusion of the contract, a corresponding price adjustment shall be agreed. If no agreement is reached within a reasonable period of time, we shall determine the price adjustment at our reasonable discretion.
For an increase in cost of materials, wages or energy based on our price estimate and which were not foreseeable by us on conclusion of the contract, which occur after four months following the conclu- sion of the contract, a corresponding price adjust- ment shall be agreed upon. Should an agreement not be achieved within a reasonable amount of time, we shall determine a fair price adjustment.
4.3
All invoices are due for payment within 30 days from the date of invoice without any deductions.
All invoices must be paid within 30 days from the date of issue without any deductions being made.
4.4
Any agreed cash discount shall always relate only to the invoice value excluding freight and shall require full settlement of all due liabilities of the Purchaser at the time of the cash discount. Unless otherwise agreed, discount periods shall commence from the date of invoice.
A discount arranged for early payment always refers only to the invoice value excluding freight and re- quires that the total sum of all purchaser's accounts due has been settled at the point in time of the discount. Un-less otherwise arranged, discount peri- ods available for early payment are to be calculated
from the date of the invoice.
Managing Director: Stendal Local Court 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 indisputably delivered partially defective goods, the customer shall nevertheless be obliged to make payment for the defect-free part, unless the partial delivery is of no interest to him. In all other respects, the Purchaser may only set off counterclaims which have been legally established or are undisputed. We may avert any rights of retention of the Purchaser by written directly enforceable bank guarantee in the value of the right to be secured.
If we have indisputably delivered partly defective goods, the purchaser is nevertheless obliged to make the payment for the part which is not defective unless he has no interest in a part delivery. The purchaser can only set off with legally valid and enforceable or undisputed claims. We can avert all the purchaser's rights of retention with a directly enforceable guarantee in an amount equal to the value of the right to be guar- anteed.
5.6
In the event of delayed payment, we shall be entitled to charge interest on arrears at the rate charged to us by the bank for current account overdrafts, but not less than 8 percentage points above the respective prime rate of the European Central Bank.
In the case of a delayed payment we have the right to charge interest on arrears at the rate of interest which the bank calculates for us for current account borrowing, however this interest shall be at least 8 per cent higher than the base rate of the European Central Bank at the time.
5.7
In the event of delayed payment we may, after written notice to the Purchaser, suspend the performance of our obligations until receipt of the payments.
In the case of a delayed payment we can, until re- ceipt of the payments, cease the fulfillment of our obligations after informing the purchaser in writing.
5.8
If, after conclusion of the contract, it becomes apparent that our claim for payment is jeopardized by the partner's inability to perform, we may refuse performance and set the purchaser a reasonable period of time in which he must make payment or provide security concurrently with delivery. In the event of refusal by the other party or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and demand compensation for damages.
If it becomes apparent after the conclusion of the contract that our pecuniary claim is endangered due to inability of the partner to pay, then we have the right to refuse to perform further services and give the purchaser an equitable period of time during which he must pay for the delivery step by step or provide security. In the case of refusal by the partner or upon expiry of the time period without a successful outcome, we are entitled to withdraw from the contract and claim damages.
5.9
We shall be entitled to set off any outstanding claims which we may have against the customer against any outstanding claims which the customer may have against us, irrespective of the legal grounds.
We may set off any outstanding claims which we are entitled to receive from the purchaser against any outstanding amounts which the purchaser is entitled to receive from us, irrespective of the legal reason for this.
6 Delivery and delivery time Delivery and delivery time
6.1
Changes to the construction and form of the delivery item which increase its value or leave it unaffected shall not justify rejection of the delivery item by the purchaser if the deviations do not impair the intended use (resale, operational use, etc.).
Changes to the construction and form of the deliv- ery goods which in-crease or do not change its value do not entitle the purchaser to reject the deliv- ery good if the deviations do not impair the intended use (sell- ing-on, business use etc.).
Managing Director: Stendal Local Court 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
6.2
Grades and dimensions shall be determined in accordance with the DIN/EN standards or material sheets applicable at the time of conclusion of the contract or, in the absence of such, in accordance with commercial usage. Deviations in quality, dimensions and weight shall be permissible in accordance with DIN /EN or applicable practice. References to standards, material sheets or works test certificates as well as information on qualities, dimensions, weights and usability do not constitute assurances or guarantees, nor do declarations of conformity, manufacturer's declarations and corresponding marks such as CE and GS.
Qualities and measurements are according to DIN (German Industry standards) /EN standards or material grade sheets or in the absence of these ac- cording to commercial usage valid upon conclusion of the contract. Deviations in quality, measurements and weight are permissible according to DIN/European standards or customary practice.
Refer-ence to standards, material grade sheets or works inspection documents as well as information concerning quality, measurements, weights and ap- plicability are not representations or guarantees, nor are they declarations of conformity or manufac- turer's declarations with the corresponding labels such as CE (European conformity) and GS (safety checked).
6.3
Partial deliveries and partial services by us are permissible to a reasonable extent. They shall be invoiced separately.
Our partial delivery or partial performance is permit- ted to a reasonable extent. They are charged for separately.
6.4
Unless otherwise agreed, we shall deliver ex works, freight collect and uninsured. If the shipment is carried out by us as agreed, we shall determine the route and means of shipment as well as the carrier and freight forwarder.
In so far as nothing else is arranged, we deliver un- insured ex works and the purchaser pays for transport cost. If we arrange for transport we decide on the route and method as well as shipping agent and carrier.
6.5
In case of agreed installation of the delivery item by us, the purchaser shall provide suitable rooms, suitable power sources and the equipment required for connection of the delivery item. They must comply with our guidelines and the applicable technical standards. We shall only be obliged to deliver and install the goods after a binding agreement has been reached between the customer and us on the installation conditions at the place of installation.
In case we arrange the installation of the delivery goods, the purchaser must make available sufficient space, suitable electricity sources and the fa- cilities necessary for the connection of the delivery goods. They must meet our guidelines and the ap- propriate technical standards. We are only obliged to make the delivery and perform installation work after a binding agreement has been made between the purchaser and us concerning the conditions of installation at the installation location.
6.6
The agreed delivery period shall commence upon conclusion of the contract, but not before the complete provision of the documents to be provided by the purchaser and not before receipt of an agreed advance payment. If software is also the subject matter of the contract, this shall also apply in particular to the documents and information to be provided by the Purchaser for system analysis and programming.
The delivery time arranged begins upon conclusion of the contract, however not before the complete production of the documents which the purchaser must make available, nor before receipt of an advance payment agreed to. If software is also the subject matter of the contract this also applies par- ticularly to the documents and information which must be produced by the purchaser for the system analysis and programming.
Managing Director: Local Court 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
6.7
If the customer defaults on a contractual obligation (obligation to cooperate and / or payment obligation), the agreed delivery date shall not be binding. In this case, we shall be entitled to re-determine the time of performance/delivery at our reasonable discretion, in particular taking into account our other obligations.
If the purchaser is late in his performance of a contractual duty (obligation to co-operate and/or pay- ment obligation) the delivery date shall no longer be binding. In this case we are entitled, at our reasona- ble discretion, taking into particular account other obligations, to set the perfor-mance/delivery ap- pointment anew.
6.8
A reasonable extension of the delivery time shall occur in the event of lawful labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles (force majeure). The same shall apply if the aforementioned circumstances occur at our suppliers and, as a result, the correct and timely delivery to us has not been effected. We shall not be responsible for the aforementioned hindrances even if they occur during an already existing delay in delivery, unless we have caused the delay intentionally or by gross negligence. After the aforementioned obstacles have ceased to exist, we shall inform the Purchaser of the new delivery period without delay.
An appropriate extension to the delivery period oc- curs in the case of lawful industrial action, in partic- ular strike and lock out, as well as the occurrence of unforeseeable difficulties (force majeure). Accord- ingly the same applies if the circumstances cited af- fect our suppliers and because of this raw materials were not provided properly and punctually. We are also not responsible for the obstacles described previously when they occur during a current deliv- ery contract unless we caused the delay wilfully or due to gross negligence. After the obstacles de- scribed previ-ously are no longer a factor we shall inform the purchaser of the new delivery date.
6.9
If we do not perform the delivery/service because the purchaser has unjustifiably withdrawn from a placed order, we may claim 15% of the price of the delivery/service for the costs incurred in processing the order and for loss of profit, without prejudice to the possibility of claiming higher actual damages. The Purchaser reserves the right to prove a lower damage.
If the delivery/service is not carried out by us cause the purchaser withdrew from a contract with 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 dispatch is delayed at the request of the purchaser or if the delivery is not called off within a period set by us despite notification of readiness for dispatch, it shall be stored - if necessary partially ready - for the account and at the risk of the purchaser. If storage on our premises is not possible, storage charges in the amount of the costs incurred, but at least ½ % of the invoice amount, shall be invoiced for each month from the day of readiness for dispatch. We shall also be entitled to dispose otherwise of the delivery item after setting and unsuccessful expiry of a reasonable grace period and to supply the customer with a reasonably extended period.
If the completion or dispatch is delayed due to the purchaser's wishes or if the delivery, despite notifi- cation of it being ready for transport, is not retrieved within a time period set by us, it is stored - if need be partly finished - the cost and risk of which shall be borne by the purchaser. If it is not possible to provide storage on our premises storage expenses to the sum of the costs incurred shall be charged every month from the day on which the dispatch was ready, however this shall not be less than ½ % of the invoice amount. After the setting and unsuccessful expiry of an appropriate extended time limit we may also deal with the delivery goods in a different way and deliver to the purchaser after an ap- propriately extended time period.
Managing Director: Stendal Local Court 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
6.11
If a contractual penalty for late delivery is forfeited, the reservation of the contractual penalty by the Purchaser upon receipt or acceptance of the performance shall be indispensable.
If a contractual penalty for late delivery is forfeited then the retention of the contractual penalty by the purchaser is indisputable as soon as the good/ser- vice has been received or performed.
6.12
In the event of a delay in delivery, the purchaser shall only be entitled to claim damages instead of performance or to withdraw from the contract within the framework of the statutory provisions if it has previously set us a reasonable deadline for performance or subsequent performance under threat of these measures, unless the statutory exceptions for dispensability of setting a deadline (§§ 281 para. 2, 323 para. 2 BGB) apply.
In the case of late delivery the purchaser, within statutory limits, may only claim for damages instead of or for the good or service or to withdraw from the contract, after he has set a fair warning period, unless statutory exceptions for a lack of necessity for a time period exist (§§ 281 section 2, 323 section 2 German Civil Code).
6.13
Further claims based on late delivery shall be determined exclusively in accordance with Section 9. 2 of these Terms and Conditions.
Further claims based on late delivery may only be raised under section 9. 2 of these conditions.
6.14
Insofar as delivery times or delivery dates are specified below, we point out that compliance with this delivery period is subject to the proviso that we, for our part, are supplied by our suppliers in good time or that the required materials can be procured on the market at all.
In the event of delayed or non-delivery by our suppliers, we shall therefore be entitled to withdraw from the contract and shall thereby be released from our obligation to perform.
We are obliged to inform the customer immediately about the non-availability of the service.
Advance performances and down payments of the orderer will be charged according to the expenditure of the contractor with the real expenditure.
If a cost element within the total costs changes (e.g. due to demonstrably significantly increased third party-related material costs), the Contractor reserves the right to adjust the price proportionally within a reasonable scope, but only proportionally with regard to the corresponding cost element.
Insofar as delivery periods or delivery dates are stated below, we point out that the delivery period is subject to the proviso that we, for our part, are sup- plied by our suppliers or that the required materials can be procured on the market at all. available on the market at all.
In the event of delayed or non-delivery to us, we shall therefore have the right to withdraw from the contract and shall thereby be released from the obligation to deliver.
Contract and shall thereby be released from our ob- ligation to perform.
We are obliged to inform the ordering party immedi- ately of the non-availability of the service.
Advance performances and down payments of the ordering party shall be charged according to the contractor's actual expenditure.
If a cost component within the total costs changes (e.g. through demonstrably significantly third party-related material costs), the contractor reserves the right to adjust the price proportionally within a reasonable range.
the price proportionally within a reasonable scope, but only proportionally with regard to the corresponding cost element.
7 Passing of risk, acceptance Passing of risk, acceptance
7.1
Unless otherwise agreed, the risk shall pass to the Purchaser as soon as the goods have been delivered to our warehouses or to the storage facilities.
our warehouses or the warehouses of our subcontractors, unless we have delivered the goods with our own transport equipment.
Unless alternative arrangements are made risk is transferred to the purchaser as soon as the goods
leave our warehouses or the ware-houses of our subcontractors, unless we deliver the goods with
Managing Director: Stendal Local Court 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
vehicles. The transfer of risk to the customer shall also occur in particular if the shipment is made within the same location, if the shipment is made by vehicles of our sub-supplier, and if partial deliveries are made or if we have assumed other services (e.g. shipping costs, delivery by sub-suppliers or other third parties or installation).
Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. our own vehicles. The transfer of risk to the pur- chaser also occurs unequivocally if the dispatch takes place within the same town, if the dispatch is sent using the vehicles of our subcontractors, and if partial deliveries occur or if we have taken on other services (e.g. handling and shipping costs, the transport by subcontractors or any other third par- ties or installation).
7.2
If the dispatch or the acceptance is delayed due to circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser upon receipt of the notice of readiness for dispatch or acceptance.
If the dispatch or the delivery acceptance is delayed due to circumstances which the purchaser is re- sponsible for, the risk is transferred to the pur- chaser upon receipt of the notification of being ready for dispatch or for delivery acceptance.
7.3
Items delivered must be accepted by the Purchaser without prejudice to the rights under Section 4, even if they show non-substantial defects.
Items delivered must, even if they show minor defi- ciencies, be accepted by the purchaser without prejudice to the rights in section 4.
Managing Director: Stendal Local Court 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
7.4
If acceptance of the delivery item by the customer is stipulated in the contract or on the basis of statutory provisions, acceptance shall take place within the framework of an acceptance test carried out by us. For this purpose, the Purchaser shall make available to us in due time before the test all parts to be supplied by it which are necessary for the acceptance test. Acceptance shall take place after successful performance of the functional test. The functional test shall be deemed to have been successfully performed if test programs or procedures developed by us for this purpose do not detect any defects in the object of the order.
If we install the delivery item as agreed, the functional test shall be carried out by us after delivery and installation at the installation site. After successful functional testing, the customer shall accept the delivery item if it is also in conformity with the contract in all other respects.
For all other delivery items, we shall carry out the functional test as part of the final inspection at our plant or at the plant of our subcontractor. In this case, acceptance shall be deemed to have taken place unless the Purchaser expressly objects to acceptance in writing within 14 days of delivery of the delivery item, stating the exact nature of the defect, and we have specifically informed the Purchaser of the foreseeable significance of its conduct at the beginning of the period. If the Purchaser wishes to participate in the functional test, he shall notify us thereof immediately upon receipt of our order confirmation.
The Purchaser may not refuse acceptance in the event of a non-essential defect.
If according to the contract or due to statutory re- quirements a delivery acceptance of the item by the purchaser is planned, then the acceptance takes place in line with a delivery acceptance test which is carried out by us. For this the purchaser must, in good time, make available to us any parts which he possibly has to supply which are necessary for the acceptance test. The acceptance takes place after the successful execu-tion of the function test. The function test has been executed successfully-ly if test programs or procedures developed by us for this purpose detect no malfunctioning of the contractual item.
Provided we install the delivery item as per the agreement, the function test is carried out by us after the delivery and installation at the point of instal- lation. After the successful function test the pur- chaser must accept the delivery item, if it also cor- responds to the contract in other aspects.
For all other delivery items we carry out the function test within the scope of the final inspection in our works or in the works of our subcontractor. In this case the delivery acceptance shall be deemed to have taken place unless the purchaser expressly protests the acceptance giving precise details of the deficiency within 14 days of the delivery and we, at the beginning of this time period have clearly indi- cated to him the pre-dicted meaning of his conduct. If the purchaser wishes to take part in the function test, then he must inform us of this without delay after receiving our order confirmation.
The purchaser may not avoid delivery acceptance by presenting a deficiency which is not major.
8 Retention of title
8.1
The delivery item shall remain our property. Any processing or transformation shall always be carried out on our behalf as manufacturer, but without any obligation on our part. If our (co-)ownership lapses as a result of combination, it is hereby agreed that the purchaser's (co-)ownership of the uniform item shall pass to us pro rata (invoice value).
The customer shall keep our (co-)ownership in safe custody. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods. In the event of processing or transformation, the customer's expectant right to the acquisition of title to the old item shall also continue to apply to the new item or shall be newly established in this respect. The Purchaser shall be obliged to treat the Retained Goods with care and to carry out the service and maintenance work required for the proper care of the Retained Goods at its own expense. The same applies to necessary maintenance and repair measures.
We retain title to goods supplied. Processing or transformation is always carried out for us as manager, but without our obligation. Should our (co)ownership rights cease by virtue of amalgamation it shall now be agreed that the (co)ownership of the purchaser in the unitary object shall be as- signed to us according to its proportionate value (based on the in-voice value). The purchaser shall look after our (co)owned property free of charge.
Goods for which we are entitled to (co)ownership shall here forth be referred to as retained goods. In the case of processing or transformation the ex- pectant right of the purchaser for property acquisi- tion on the old item is also carried over to the new item or it is re-affirmed. The purchaser shall be obliged to handle the retained good carefully and to carry out the service and maintenance work neces- sary for proper care of the retained good and do so at his own expense. The same shall apply for any necessary maintaining- and repair work.
Managing Director: Stendal Local Court 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
8.2
The customer shall be entitled to sell or process the goods subject to retention of title in the ordinary course of business, against payment or subject to retention of title, as long as he is not in default of payment. He shall not be entitled to make any other dispositions, in particular pledges and transfers by way of security. The purchaser's right to sell shall be subject to the proviso that the purchaser does not agree with the buyer of the goods subject to retention of title on a non-assignment clause with regard to his claims arising from the resale. if he has complied with the obligation to notify.
The purchaser is entitled to sell or use the retained good during his ordinary business, and to do so in return for payment or under retention of title, provided he is not in arrears with payment. He is not entitled to other measures, particularly mortgaging - chattel or any other type. The authority which the purchaser has to sell is under the condition that the purchaser does not arrange a prohibition of assign- ment in relation to his payment demands for the re-sale.
8.3
The Purchaser hereby assigns to us all claims, including all ancillary rights, arising from the resale or any other legal grounds (insurance, tort) with respect to the Retained Goods. 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 its claims from the current account against its customers. In all cases, the assignment shall only be made to the amount that we have invoiced to the customer for the resold or processed goods subject to retention of title. Until revoked, the customer shall be entitled to collect the claims assigned to us. We may declare revocation if the customer is in default of payment or if his financial circumstances have deteriorated significantly. Upon our request, the purchaser shall disclose the assignment and provide us with the necessary information and documents.
The purchaser now already assigns all claims aris- ing from the resale or any other legal reason (insur- ance, unauthorized business) with all ancil-ary rights concerning the retained good to us. In the case where the purchaser's claims arising from the resale or further processing are received into a cur- rent account, the purchaser also hereby already as- signs his claims from his current account with re- spect to his customers to us. In any case the as- signment shall only occur for the amount for which we have charged the purchaser for the resold or processed re-tained good. The purchaser is enti- tled, until this is revoked, to collect the claims trans- ferred to us. We can revoke this if the purchaser falls behind in his payments or if his pecuniary condition has worsened considerably. On our request the purchaser shall disclose the assignment and provide us with the necessary information and documents.
8.4
In the event of access by third parties to the reserved goods, the purchaser shall point out our ownership and notify us immediately. Costs and damages shall be borne by the orderer.
In vase of third party's claims to the retained good the purchaser shall inform of our ownership and no- tify us immediately. Costs and damages shall be borne by the purchaser.
8.5
In the event of a breach of duty by the purchaser, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and to take back the reserved goods after the unsuccessful expiry of a reasonable deadline set for the purchaser to perform; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer shall be obliged to surrender the goods. We shall also be entitled to withdraw from the contract and to take back the reserved goods if an application is made for the opening of insolvency proceedings against the Purchaser's assets.
In the case of breach of contract by the purchaser, particularly late payment, we are entitled to withdraw from the contract and take back the retained good after expiry of a suitable time period set for the purchaser to perform. Statutory provisions per- taining to lack of a necessity to set a time period shall remain unaffected by this. The purchaser must return the retained good. Furthermore, we are enti- tled to withdraw from the contract and take back the retained good should a request for the open-ing of insolvency proceedings for the assets of the pur- chaser be filed.
Managing Director: Stendal Local Court 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
8.6
If we have declared that we are withdrawing from the contract in accordance with Section 6 and , we shall be entitled to sell the goods subject to retention of title on the open market at the customer's expense in analogous application of § 1234 BGB (German Civil Code).
If we have declared that we are withdrawing from the contract in accord-ance with section 6 and 8 then we are entitled to the unconstrained use of the retained good at the expense of the purchaser analogously to § 1234 of the German Civil Code.
9 Claims for defects
We warrant for material defects and defects of title of the delivery under exclusion of further claims - subject to section X - as follows:
Material defects Claims of deficiency
For material defects and legal deficiencies of the delivery, excluding further claims - subject to sec- tion X, we make the following guarantee:
Material defects
9.1
The quality of the goods/services shall be based on the agreed technical delivery specifications. Unless otherwise agreed, the goods/services shall be delivered/provided in the design and condition that is customary for us at the time of delivery/service, taking into account the recognized rules of technology. If we have to deliver according to drawings, specifications, samples, etc. of the customer, the latter shall assume the risk of suitability for the intended purpose. The condition of the goods in accordance with the contract shall be determined at the time of the transfer of risk.
The condition of the good/service is to be determined on the basis of the technical delivery regula- tions arranged. Unless an alternative arrangement has been made the good/service is delivered/implemented in the finish and condition, as is custom- ary taking into consideration the technical rules recognized by us at the time of delivery/service.
Should we have to supply an item according to sketches or designs by the purchaser he shall take on the risk of the suitability in relation to the applica- tion foreseen. The point of transfer of risk is final and conclusive in ascertain-ing that the condition of the good corresponds to the contract.
9.2
Unless expressly agreed otherwise, we do not warrant that the static and/or dynamic forces emanating from the delivery item can be absorbed by the installation site or its surroundings without damage. The warranty shall also be excluded for defects caused or mainly contributed to by unsuitable or improper use and assembly by the Purchaser, non-compliance with our special operating instructions, faulty operation and handling, natural wear and tear, faulty or negligent repair and maintenance work by the Purchaser or third parties, unsuitable operating materials, substitute materials, chemical, electronic or electrical influences, unless such influences have their origin in our delivery item.
cause in our delivery item.
Unless arrangements are expressly made to the contrary we do not guarantee that the static and/or dynamic forces produced by the delivery good will have a harmless affect at the installation point or in its sur-roundings. Also precluded is the guarantee for damage which the pur-chaser at least had a big role in causing through unsuitable or improper use or installation, failure to take our special operating regulations into account, misuse and improper han- dling, natural wear and tear, improper or negligent upkeep and maintenance work by the purchaser or a third party, unsuitable operating equipment/sub- stances, replaceable materi-als, chemical, elec- tronic or electric influences unless such influences have the delivery item as their cause.
9.3
All parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall, at our discretion, be repaired or replaced free of defects free of charge. We must be notified immediately in writing of the discovery of such defects. Replaced parts shall become our property.
All those parts which emerge to be defective due to a circumstance present before the transfer of risk must be mended at our discretion or be replaced without defect. The ascertainment of such a defect must be reported to us immediately in writing. Replaced parts become our pro-perty.
Managing Director: Stendal Local Court 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
9.4
After consultation with us, the customer shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary; otherwise we shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case we must be notified, shall the purchaser have the right to remedy the defect himself or have it remedied by third parties and to demand compensation from us for the necessary expenses.
After notifying us the purchaser must give us the opportunity and time necessary to make all repairs and spare parts deliveries which we perceive to be required; otherwise we shall not be held liable for the resulting consequences. Only in urgent cases where operating safety is endangered or to prevent unusually great damage, in which case we must be notified immediately, the purchaser has the right to rectify the defect himself or to let a third party rectify it and to claim the necessary expenditure from us.
9.5
We shall be entitled to claim the rectification of the defect or the replacement delivery of an appropriate partial payment on the delivery item, taking into account the defect, up to the amount of the value of the defective item. The Purchaser may, however, in individual cases withhold a higher amount if the purpose of security so requires, or refuse payment altogether if the defective item is of no value to him.
We are entitled to deduct the repair or the spare part delivery from a part payment on the delivery item taking the defect into consideration up to the value of the defect item. The purchaser may, how- ever, in individual cases retain a higher sum if the purpose of collateral requires this, or refuse pay- ment completely if the defect item is of no value to him.
9.6
The limitation period for warranty claims against us shall be determined in accordance with Section XII of these Terms and Conditions.
The limitation period for the guarantee claims made to us are defined in section XII of these conditions.
9.7
If we have assumed a guarantee for the quality of a product/service, we shall guarantee this quality in accordance with the statutory provisions. Any assumption of a guarantee by us shall require an express written agreement.
If we have made a guarantee for the condition of a good/service we guarantee this condition based on statutory law. Any guarantee for us requires the written form.
Deficiency in title:
9.8
If the delivery item is used to infringe industrial property rights or copyrights, we shall, at our expense, procure the right for the purchaser to continue using the delivery item or modify the delivery item in a manner 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 Purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, we shall also be entitled to withdraw from the contract.
In addition, we shall indemnify the Purchaser against undisputed or legally established claims of the owners of the property rights concerned.
Should the use of the delivery goods infringe industrial property rights or copyright we shall provide the purchaser, at our expense, with the general right for further use, or modify the delivery good in a suitable way so that the industrial property right is no longer infringed.
If this is not possible under appropriate economic conditions or in a reasonable time limit, the purchaser is entitled to withdraw from the contract. Under the same premises we are entitled to withdraw from the contract.
In addition we shall indemnify the purchaser against claims by the pro-prietor of intellectual property rights concerned, which are established as undisputed or le- gally binding.
Managing Director: Stendal Local Court 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
9.9
Subject to Section 10.2, the obligations set forth in Section 9.10 shall be conclusive in the event of an infringement of industrial property rights or copyrights.
They shall only exist if
□ the Purchaser notifies us immediately of any asserted infringement of industrial property rights or copyrights,
□ the customer supports us to a reasonable extent in defending 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 defect of title is not based on an instruction of the customer and
□ the infringement of rights has not been caused by the fact that the Purchaser has modified the delivery item without authorization or has used it in a manner not in accordance with the contract.
Subject to section 9. 2 the obligations cited in sec- tion 9. 10 for the case of infringements of intellectual property and copyright are final and conclusive. They shall only exist if
□ purchaser informs us without delay of alleged in- fringe infringements of intellectual property rights or copyright,
□ purchaser reasonably supports us in the defense against asserted claims or enables us to carry out the modifications according to section VIII. 8
□ we are reserved the right to undertake all defen- sive measures, including out-of-court arrangements
□ the title defect is not based upon an instruction by the purchaser, and
□ the infringement of rights was not caused by the purchaser arbitrar-ily altering, or using the delivery item in a non-contractual manner.
10 Liability Liability
10.1
If the delivery item cannot be used by the purchaser in accordance with the contract due to our fault as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other ancillary contractual obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of Sections IX and X.2 shall apply accordingly, to the exclusion of further claims by the purchaser.
shall apply accordingly.
If the delivery good cannot be used by the pur- chaser in a contractual manner, for which we are culpable, because suggestions made or advice given, were not carried out, or were carried out in- correct, prior to or after conclusion of the contract, or through the infringement of additional contractual obligations - particularly instructions for use and maintenance of the delivery item, then the provi- sions of sections IX and X. 2 shall apply excluding any further claims by the purchaser.
10.2
We shall only be liable for damages which have not occurred to the delivery item itself - irrespective of the legal grounds - in the following cases
a) in case of intent,
b) in the event of gross negligence on the part of our executive bodies or senior employees,
c) in the event of culpable injury to life, limb or health,
d) in case of defects which have been fraudulently concealed,
e) in the case of defects in the delivery item, insofar as liability exists 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 in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract.
Further claims are excluded.
We are only liable for damages which did not occur on the delivery item itself - for whatever legal reason it may be - in the case of
a) intent
b) gross negligence of our officers
c) negligent injury to life, limb or health
d) defects that were deceitfully concealed
e) defects in the delivery goods to the extent we are liable pursuant to the German Product Liability Act for personal injury or property damage to privately used objects.
In the case of negligent infringement of substantial contractual obligations we are also liable for gross negligence of junior executives and for slight negligence. If the latter is the case the liability is limited to the damages typical to the contract which are reasonably foreseeable.
Further claims are ruled out.
Managing Director: Stendal Local Court 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
11. spare parts
In the case of delivery of spare parts, we do not provide any warranty for natural wear and tear. Furthermore, our liability under Section IX 2 shall be additionally limited to twice the invoice value of the relevant spare part for each individual case of damage, unless the conditions under Section IX. 9 or X. 2 a to e apply. Limitation period
We do not guarantee spare parts which we deliver for natural wear. Furthermore, our liability from sec- tion IX 2 is additionally limited to double the invoice value of the relevant spare part for every individual case of damage, unless the premises according to section IX. 9 or X. 2 a to e exist.
12 Limitation
All claims of the Purchaser - for whatever legal reasons - shall become statute-barred 12 months after the beginning of the respective statutory limitation period. The statutory periods shall apply to claims for damages under Section X. 2 a - e and to claims under Section IX. 9. They shall also apply to defects of a building or to delivery items which have been used for a building in accordance with their customary manner of use and have caused its defectiveness.
Rectification and replacement of parts of a complete system shall not cause the limitation period for warranty claims to start anew. Limitation period
All claims by the purchaser for whatever legal rea- son may no longer be made after 12 months from the beginning of the respective statutory
limitation period. For damage claims according to section X. 2 a - e as well as for claims according to section IX. 9 the statutory time periods shall apply. They shall also apply for defects to a structure or for delivery goods which were used in line with their regular purpose for a building and caused its fault. Subsequent repairs and spare part delivery of parts of an entire plant do not cause the limitation period for warranty claims to begin again.
13 Use of software
If software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the delivered software including its documentation. It shall be provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The Purchaser may only copy, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG [German Copyright Act]). The purchaser undertakes not to remove manufacturer's information - in particular copyright notices - or to change them without our prior express consent.
All other rights to the software and the documentation, including copies, shall remain with us or with the software supplier. The granting of sub-licenses is not permitted. Software use
Where software is supplied the purchaser is granted the nonexclusive right to use the software supplied and its documentation. It is passed on for use with the relevant delivery good. Using the soft- ware on more than one system is forbidden.
The purchaser is only allowed to duplicate, revise, translate within a legally permissible context (§§ 69 a ff. UrhG) or convert from the object code to the source code. The purchaser is obliged not to re- move manu-facturer information - in particular copyright marks - without our express agreement be- forehand.
Any other rights to the software and the documen- tation including the copies remain with us or the software supplier. The issuing of sublicenses is not permitted.
14 Applicable law, place of jurisdiction, partial invalidity Governing, place of jurisdiction, partial invalidity
14.1
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Sales Convention") shall be excluded.
Exclusively the laws of the Federal Republic of Ger- man shall apply to the contractual relationship. The United Nations Convention on the International Sale of Goods of the 11th April 1980 (CISG) shall not apply.
Managing Director: Local Court 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
14.2
The exclusive place of jurisdiction for all disputes (including those arising from checks or bills of exchange) shall be Magdeburg. However, we shall also be entitled to assert our claims at one of the Customer's places of jurisdiction.
Sole place of jurisdiction for all possible disputes (also concerning cheques or bills of exchange) is Magdeburg. However, we are also entitled to take legal action at one of the purchaser's places of ju- risdic-tion.
14.2
Should a provision or part of a provision of these General Terms and Conditions of Delivery or the other contractual agreements be or become ineffective, this shall not affect the effectiveness of the remaining provisions or the remaining part of the provision.
Should a provision or part of a provision in these general terms of deliv-ery or in any other contrac- tual arrangements be or become null and void the applicability of the remaining provisions or the re- maining part of the provision shall remain unaffected by this.
15 Applicable Version Applicable Version
15.1
The German version of these "General Purchase Terms" shall prevail.
The German version of these General Purchase Terms is definitive and final.
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