Terms and Conditions of Sale, Supply and Payment (T&C) of OrgaControl® GmbH

(The applicable version of our Terms and Conditions is the one attached to the order confirmation.)

§ 1. General

a) Only the General Terms and Conditions of Business below shall apply for business relationships between us and our customers, unless specifically agreed and confirmed otherwise in writing.

b) Conflicting General Terms and Conditions of Business shall only become an integral part of a contract in those cases in which they have been confirmed by us in writing.

§ 2. Offers and entering into contracts

Orders, contracts, contractual amendments or supplements and all other agreements or statements shall only be binding for us in those cases in which they have been expressly confirmed in writing by us. We shall be entitled to withdraw from a contract In the event that we become aware of facts making the creditworthiness of the customer appear doubtful. In such cases we shall reserve the right to only supply against cash on delivery or cash in advance even if an agreement has been made otherwise.

§ 3. Technical application support

a) We shall provide technical application support to the best of our knowledge based on our experience and the product information of the manufacturer or supplier concerned. Informa­tion which the customer finds in the manufacturer’s leaflets, operating instructions etc. shall only be binding on us or become an integral part of the contract in those cases in which we have stated this in writing in the order or purchase contract.

b) When hardware and software is purchased, we shall only be liable if its assembly, combination and configuration has been expressly recommended and assured in writing by us. The fact that hardware and software are listed together on delivery note, order confirmation etc. does not constitute an assurance for the above purpose if nothing is stated to the contrary.

§ 4. Warranty and liability

a) If the customer is an entrepreneur, no warranty rights will be furnished if he purchases used goods. The period covered by warranty for consumers buying used goods shall be 6 months. If the customer is an entrepreneur, the period covered by warranty for new goods shall be 1 year, unless the law provides for another period of time in accordance with § 438 Section 1 No 2 of the German Civil Code [BGB] (Buildings or fittings and fixtures for buildings) or §479 Section 1 or Section 2 of the German Civil Code [BGB] (Right of recourse).

b) If the Buyer is an entrepreneur, he shall consequently have to inspect the supplied goods straight away following delivery for any defects or discrepancies in quantity there may be. He must send us written notification straight away upon discovering that a consignment is completely or partially defective. The period of notification for defects identifiable in the course of an inspection carried out with the due care required given the type of the goods is no more than one week. Other defects are to be notified by entrepreneurs straight away upon discovery. If the Buyer fails to notify a defect straight away and within the specified period of time allowed for notification, or fails to observe the formal requirements which have to be satisfied when submitting notification of a defect, the goods shall consequently be regarded as having been approved by the Buyer in consideration of the defect. In so far as a justified defect has been notified properly, we shall be entitled to carry out a repair instead of supplying new goods as we see fit, if the customer is an entrepreneur. We shall be obliged to exercise our right to choose how to rectify the defect within no more than ten days from receipt of the properly notified defect. Otherwise the right to decide how the defect is to be rectified shall pass over to the Buyer. If the repair or replacement supplied is unsuccessful, the Buyer shall be entitled to choose whether to withdraw from the contract or to reverse the contract (cancellation) or to demand an appropriate reduction in the agreed price (price reduction), and / or, if the statutory preconditions for this have been fulfilled, demand compensation for damages.

c) We shall not furnish any warranty for colourfastness, discrepancies in colours from those shown in catalogues and / or information in catalogues, or for discrepancies from manufacturers’ information.

d) We shall not be liable for the loss of data sets in connection with work under warranty and maintenance work carried out on the hardware and software. The same shall apply if any of the Customer’s data is modified or destroyed in the course of such work.

e) All warranty claims shall lapse if the Buyer mounts attachments not approved by us or allows repairs to be carried out by persons who have not been authorised by us or by the manufacturer, unless the Buyer can prove that a bug which has occurred is not attributable to this. During the period covered by warranty the Buyer may only use data carriers, equipment and other device-specific accessories which are brand-new and which are commensurate with the quality level of the products sold by us.

f) Only the first buyer shall be able to avail himself of the warranty cover, unless an express agreement is made otherwise, whereby in general, and with reference to the arrangements in these terms and conditions, no compensation will be paid out for damages asserted against the first buyer by another buyer.

§ 5. Limitation of liability

We shall only be liable for damages which have been caused as a result of our gross negligence and intent. We shall also be liable for ordinary negligence if important contractual duties have been breached by us. In this case our liability shall be limited to the damage which could have reasonably have been foreseen when the contract was signed. In cases in which we are in breach of our duties through ordinary negligence, our liability on account of delay in performance shall be limited to five percent of the value of the contract. The above-named limitations of liability shall apply for contractual and non-contractual claims. Liability on account of compulsory statutory regulations, contractual agreement or assurance or on account of personal injury and its consequences shall remain unaffected.

§ 6.Amendments

We reserve the right to carry out product modifications serving to improve quality and likewise to bring in price changes as a result of increases in purchasing costs, and errors in the product description and prices are excepted.

§ 7. Delivery

a) If the goods are not collected by the Customer directly from our business premises, or are not handed over directly by us, the following shall apply:
Dispatch shall only be carried out for cash on delivery or cash in advance, unless agreed otherwise. If the Customer is an entrepreneur, all consignments shall be delivered at the consignee’s risk, whereby we shall fulfil the contract by handing over the goods to the haulier or freight forwarder or other person transporting the goods. The Buyer thereby states that he is in agreement that the day on which the goods are dispatched or handed over to a haulier or freight forwarder shall be the equivalent of handing over the goods and delivery, even if the transaction is not a contract of sale involving the carriage of goods (§447 of the German Civil Code [BGB]).

b) Delivery dates and periods shall only ever apply if they have been agreed in writing and shall not begin earlier than when the order has been confirmed by us. Compliance with the periods presupposes that the Buyer has fulfilled his contractual duties, in particular his payment obligations, in full and on time. Otherwise an agreed period shall be extended by a period of time corresponding to the delay.

c) The Buyer shall only be in default as a result of a payment reminder in those cases in which the payment reminder satisfies the requirement for written form.

d) The delivery date will have been satisfied if the Buyer has been notified that the goods are ready for dispatch or if the items to be delivered have left our firm before the delivery date.

e) We shall not be in delay with delivery if we are unable to deliver on time and miss the agreed delivery deadline as a result of force majeure or other exceptional circumstances or strike or lock out affect us or our supplier’s operation or that of another firm working for him. The Customer shall be informed of the causes of delay named above straight away in writing, as soon as we learn of them. The occurrence of the above events will result in the delivery period being extended accordingly. If the Customer is able to prove that a delay is unacceptable for him, and if he has no interest in partial deliveries, he shall consequently be legally entitled to withdraw from the contract. He must state his withdrawal from the contract in writing.

f) Any compensation claims for damages there may be as a result of delivery periods not complied with by us through our culpability shall have to be substantiated by the Customer. They shall be limited to a maximum of the value of the goods to be delivered, unless we are liable as a result of acting with intent or gross negligence.

§ 8. Specific terms and conditions of payment

a) The Buyer may only offset uncontested claims or claims which have been declared final and absolute in a court of law. The assertion of the rights to refuse performance and rights of retention shall be limited to the same legal relationship.

b) If the Customer finds himself in default with his payments, we shall consequently invoice him default interest amounting to five percentage points above the base rate at that time. The statutory default interest shall in all cases be the minimum rate of default interest that we shall invoice. Our claims over and above this shall not be affected.

§ 9. Reservation of title

a) All goods and programmes shall remain our property until the Customer has fulfilled all the accounts created by our business relationship in full.

b) The Customer shall have to keep the goods properly in safekeeping until title passes over to him. In particular, the goods must not be exported from the Federal Republic of Germany as long as we have reservation of title.

c) In the event of default in payment we shall be entitled to demand the provisional return of our goods to which we have title at the Buyer’s expense without withdrawing from the contract and without having to set the Buyer an additional period of time to do so. After informing the Buyer of our intention, we shall be entitled to dispose otherwise of the consignment we have demanded back and to supply the Buyer once again within a normal delivery period once he has paid for the goods. However, by payment it is to be understood that not only the original purchase price has to be paid, but also compensation for damages in accordance with this agreement.

d) Our right or reservation shall apply if rights to use programmes are supplied. In the event that we withdraw from the contract and take back the goods subject to reservation of title, the Customer shall also have to hand over all back-up copies containing the programme or prove that he has deleted them.

§ 10. Prices

All prices shall be ex Stores Altenkirchen excluding packing, transportation costs and insurance plus the statutory rate of value added tax.

§ 11. Final provisions

Should one or more of the above provisions become invalid, the remaining provisions shall not be affected as a result. In such a case the Customer and we shall be obliged to replace an invalid provision with a valid provision which comes closest to the economic objective of the invalid provision.

§ 12. Place of fulfilment and place of jurisdiction

The place of fulfilment for goods and services is Altenkirchen. The place of jurisdiction is Alten­kirchen, if the Buyer is a businessman or a legal entity created by public law. In addition to this, we are entitled to take legal action against the Customer at his general place of jurisdiction. All contractual relationships shall be governed by the law of the Federal Republic of Germany alone. The UN law of sales (CISG) shall not apply.

Status : November 2023