Conditions
1. General
Our deliveries and services are provided exclusively under the following terms and conditions, with the customer waiving their own purchasing or other terms and conditions. These do not apply to us. In commercial transactions, our general terms and conditions also apply to all subsequent contracts with the customer, even if we only agree to be bound by subsequent supplementary agreements after our written confirmation in each individual case. Offers are always subject to change without notice.
2. Price and Payment
Unless otherwise agreed, our prices are ex works or ex delivery plant, plus loading and packaging costs. Our prices are subject to the applicable statutory value-added tax. If the customer defaults on payment of any invoice, all our other invoices for all deliveries become immediately due and payable, provided the customer is a merchant. Interest on overdue payments will be charged at the discount rate. The customer has no right of set-off or retention against our invoices unless their counterclaim is disputed by us or has been legally established.
3. Delivery and Transfer of Risk
Delivery is ex works or ex delivery at the customer's expense and risk. The agreed delivery period shall be extended appropriately in the event of industrial action, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, in particular force majeure, provided that such obstacles demonstrably affect the completion or delivery of our services. This also applies if these circumstances occur at our subcontractors. If a customer who is a merchant incurs damages due to a delay caused by our fault, they are entitled to claim liquidated damages, to the exclusion of any further claims. These amount to half a percent for each full week of delay, but not exceeding 5% of the total delivery value. If shipment is delayed at the customer's request, the risk passes to the customer from the date of readiness for shipment. Starting one month after notification of readiness for shipment, we will charge the customer for the storage costs incurred, but at least half a percent of the invoice amount per month if stored at our premises. However, we are entitled, after setting and expiry of a period of 8 days, to dispose of the delivery item in another manner and to supply the customer within a reasonable period based on the usual delivery time.
4. Retention of title
Ownership of the sold and delivered goods only passes to the customer after all claims arising from our business relationship with the customer have been settled. If the security provided to us exceeds the value of our claims by more than 20%, we are prepared, upon request, to partially release security rights, provided that a partial release is possible given the nature of the security. The customer assigns to us, as security for all our claims arising from the business relationship, its claims arising from the resale or rental of the goods, which it is always entitled to do, revocably, in the ordinary course of business. The customer remains revocably authorized to collect the claim; it will use the proceeds to settle our claim. At our request, the customer will disclose the names of the third-party debtors and notify them of the assignment. We must be informed immediately of any enforcement measures taken by third parties against our goods subject to retention of title. In the event of default in payment or any other breach of contract by the customer that jeopardizes the settlement of our claim, we may demand the return of our goods subject to retention of title or remove them from the customer's business premises, to which we are granted access at any time, and take possession of them. The exercise of the right of return is solely for security purposes and, subject to any conflicting legal or statutory provisions, does not constitute a withdrawal from the contract by the publisher. In the event of a defective delivery, we reserve the right to two attempts to remedy the same defect within a reasonable period. All replacement parts will be repaired or replaced free of charge at our discretion, provided we are subject to a statutory warranty obligation. In commercial transactions, such defects must be reported to us in writing without undue delay. We may determine the location for the repair based on practical considerations. If, despite our determination, the customer insists on a different location for the repair, they shall bear the costs resulting from the difference in location. We are not liable for technical modifications made by the manufacturer to the ordered equipment that permanently impair its technical function.
6. Liability
Furthermore, we are not liable for any damages unless they were caused intentionally or through gross negligence by us or our agents.
7. Performance reservation
If, prior to the final completion of the order, a significant deterioration in the client's financial circumstances becomes known, we may unilaterally change the payment terms, in particular by demanding immediate payment of all outstanding invoices, requiring security, or withdrawing from all contracts. The client shall bear any damages incurred as a result.
8. Special provisions for tenancy agreements
The rental period begins on the agreed-upon date of delivery of the rental item. It ends upon the return of all items rented under a single contract to our business premises or warehouse. If a rental item is returned damaged, the repair time and any downtime incurred by us for which we are not responsible will be considered part of the rental period. Partial days are counted as full days. Shipping of the rental items is at the renter's expense. The renter bears the risk of loss or damage due to accident or force majeure from the start of transport until the completion of the return transport. The renter considers proper delivery of the rental item accepted unless they object immediately upon receipt.
The renter is obligated to ensure the proper handling, maintenance, and care of the rented equipment. If the rented item requires repair, prior consultation with us is required. We are entitled to inspect the rented items ourselves or have them inspected at any time. For this purpose, we must be informed of the location where the rented item is being used. We have the right to inspect the condition of the rented items before their return in the presence of a representative of the renter. We must be notified immediately of any seizures or other encumbrances caused by third parties.
If a rental item has been handed over by us in a condition that complies with the contract, the burden of proof lies with the renter to demonstrate any fault on our part for any defects or consequential damages. Otherwise, the provisions of section 6 of the General Terms and Conditions apply. The renter is obligated to insure the rental items against standard risks under both a business insurance policy and a low-voltage insurance policy.
9. Special regulations for service and repair
When our technical customer service is requested for a service call, we provide our services on a time and materials basis, provided our field service technicians are familiar with the technical specifications of the item being serviced and we can procure the necessary maintenance parts, tools, and testing equipment through normal channels. If a safety risk not caused by us is identified, we may suspend service until the risk is eliminated.
The execution of work not agreed upon requires the prior consent of the client, unless the client is temporarily unavailable, the work is necessary, and the cost of orders exceeding €300 does not exceed 15%, or 10% for orders exceeding €300. At the client's request, we will prepare a written cost estimate. This estimate must list the work and spare parts individually, along with their respective prices. We are bound by this cost estimate for one week after its issuance. Working time and waiting time attributable to the client or agreed upon with them, including time spent procuring maintenance parts, tools, and testing equipment, will be charged at our current rates; travel time and vehicle downtime costs will also be charged. If the service call is to be performed at a location more than 150 km from our premises, a minimum hourly rate of 8 hours will be applied, unless our service team can be deployed elsewhere. We retain ownership of all installed accessories and spare parts until full payment has been received. Clause 4 of the General Terms and Conditions also applies in this respect.
10. Place of performance and jurisdiction
The place of performance for deliveries and payments is Göppingen. The place of jurisdiction for all disputes arising from the contractual relationship is the Göppingen Local Court or the Ulm Regional Court, provided the business partner is a registered merchant. These terms and conditions and all legal relations between VICOM and its business partners are governed exclusively by the laws of the Federal Republic of Germany. Should any provision of these terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. Invalid provisions shall be replaced by valid provisions that come as close as possible to the intended purpose.
Göppingen, December 2012