With precision
and passion
and passion
GTC
General Terms and Conditions (AGB) Maschinenbau Lorenzen
1 Validity of the terms and conditions
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. These shall also apply to all future business relations, even if they are not expressly agreed again. Counter-confirmations by the customer with reference to his own terms and conditions of business or purchase are hereby rejected. These also do not become part of the contract through our silence or through our performance. Deviations from the following terms and conditions must be made in writing to be effective.
2 Offers, order confirmations and quality specifications
2.1 Our offers are subject to change and non-binding, unless expressly agreed otherwise. Orders require our written order confirmation to be legally effective. This also applies to supplements, amendments or collateral agreements as well as collateral agreements or assurances by our employees and representatives. The scope of the delivery or service shall be determined exclusively by our written order confirmation.
2.2 Drawings, illustrations, dimensions, weight or other performance data are approximate values customary in the industry and are only binding if this has been expressly agreed in writing. This shall also apply to properties which the customer expects according to our public statements, in particular due to advertising, labeling or commercial practice. These properties are only part of the agreed quality if they have been expressly confirmed in writing. This also applies to guarantees. We reserve the right to make design and shape changes during the delivery period, in particular those which are due to improvements in technology or to legal requirements, provided that the goods are not significantly changed as a result or the suitability of the ordered goods for the contractually stipulated or customary use is not impaired.
2.3 We reserve the ownership and copyrights to drawings and other documents. We are entitled to charge for consultations, drafts and drawings, even if the order is not placed.
3 Prices
Our prices are quoted in euros and are net prices plus the applicable statutory VAT ex works including loading, but excluding packaging, unloading and assembly. If assembly has been agreed with the customer, the customer shall bear the additional costs incurred. The amount of these costs shall be determined in accordance with Section 14.5 of these Terms and Conditions, unless otherwise agreed. 4.
4. terms of payment
4.1 Unless otherwise agreed, 90 % shall be payable upon delivery and 10 % upon commissioning.
4.2 Our invoices are due immediately and payable within fourteen days of the invoice date with a 2% discount, unless otherwise agreed. The receipt of payment shall be decisive for the timeliness of payment. All payments are to be made only to the accounts specified in the invoices. Payment must be made net within 30 days.
4.3 If the customer is in arrears with a payment, we are entitled to charge interest at a rate of 8% above the respective base interest rate, but at least 10%. If the interest on arrears calculated in accordance with this exceeds the statutory interest rate, the customer shall be entitled to prove that we have not suffered any loss in excess of the statutory interest rate. We shall also be entitled to prove that we have incurred higher damages.
4.4 The customer shall have no right of retention unless it is based on the same contractual relationship. Offsetting by the customer is only permitted if the counterclaim is undisputed or has been legally established. The customer shall only be entitled to withhold other security if this has been agreed.
4.5 In order to secure our payment claims, we are entitled at any time to demand suitable payment securities (e.g. bank guarantees) from the customer. If the customer is in default with the provision of the required security, we shall be entitled to withdraw from the contract and/or to demand compensation for non-performance.
4.6 Fiction of due date: If enforcement is levied against the assets of the client or against individual rights or assets of third parties, or if the contractor becomes aware that serious shifts in assets to the detriment of the client have occurred or are imminent, all partial services rendered by the contractor to date shall be deemed due, irrespective of the payment schedule. The same shall apply if the Client is more than 14 days in arrears with services due according to the payment plan. In this case, the Contractor is entitled to stop further work immediately and to make the continuation of the work dependent on an appropriate advance payment or other security.
5 Delivery and delivery time
5.1 Delivery free construction site means delivery without unloading by the supplier, provided that the delivery road can be used by loaded, heavy trucks and cranes. In the event of slipperiness, ice and snowfall, any additional costs incurred shall be borne by the client. The contractor is entitled to charge for waiting times for which he is not responsible. Electricity and water connections are to be provided free of charge.
5.2 Specified delivery times are only approximate times and are therefore not binding. At the same time, delivery difficulties on the part of our suppliers shall release us from any agreed delivery periods. Furthermore, unforeseen events - such as operational disruptions, strikes and weather conditions - shall extend the delivery time appropriately, even if they occur during a delay in delivery. The same applies to subsequent changes to the order and delays due to necessary approvals or if information or documents from the client are not received on time.
5.3 If the customer does not accept the delivery, we shall be entitled to charge the costs incurred for storage starting 1 month after notification of readiness for dispatch.
5.4 Partial deliveries are permissible.
6 Place of fulfillment and transfer of risk
6.1 The place of performance for all performance obligations is our registered office. This shall also apply to assembly and repair services insofar as these are connected with our delivery.
6.2 In the case of deliveries, the risk shall pass to the customer as soon as the goods have been handed over to the carrier or other transport person. This shall also apply in the event that we exceptionally bear the shipping costs in accordance with the agreement. If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for shipment.
6.3 If dispatch is delayed through no fault of our own, the risk shall pass to the customer from the date of readiness for dispatch. At the customer's request, we shall insure the shipment at the customer's expense.
7 Retention of title
7.1 We reserve title to the goods until full payment of the purchase price and all other claims arising from the business relationship with the customer due at the time of conclusion of the contract. Any processing or transformation shall always be carried out for us, but without any obligation on our part. If our ownership expires due to combination, it is hereby agreed that the customer's ownership of the uniform item shall be transferred to us in proportion to its value. The customer shall store our property thus created free of charge.
7.2 We authorize the customer to dispose of the goods in the ordinary course of business, including processing or sale. However, he hereby assigns to us all claims which accrue to him from a resale, processing, alteration or combination against his customers or other third parties, irrespective of whether the goods are resold without or after processing, alteration or combination. The customer shall remain authorized to collect these claims even after the assignment. Our authorization to collect the claims ourselves remains unaffected by this. However, we undertake not to collect claims as long as the customer fulfills his payment obligations from the proceeds received, the customer's financial situation does not deteriorate significantly, the customer is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or insolvency exists. However, if this is the case or if there is another important reason, we can demand that the customer names the claims assigned to us and their debtors and provides all information necessary for collection, hands over the relevant documents to us and notifies the debtors of the assignment. This assignment in advance shall include the claim as well as any securities provided and any claims in excess of the claim (e.g. insurance claims). Other dispositions of the goods are not permitted and shall oblige the customer to pay damages.
7.3 If the customer is in default of payment, we are entitled to take back the goods subject to retention of title after unsuccessfully setting a grace period. Such a measure does not constitute a withdrawal from the contract, so that our claims remain valid to the previous extent. We are at liberty to withdraw from the contract and this requires an express declaration. However, the declaration of withdrawal does not require a new / further deadline to be set. If we withdraw from the contract, we may demand reasonable remuneration for the duration of the transfer of use of the goods.
7.4 In the event of any seizure of the goods by third parties, in particular attachments, the customer is obliged to point out our rights and to notify us immediately. If the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in connection with an objection, the customer shall be liable to us for these costs.
7.5 The customer is obliged to store the goods carefully for us, to maintain and repair them at his own expense and to insure them against loss and damage at his own expense to the extent required of a prudent businessman. He hereby assigns his claims under the insurance contracts to us in advance. If maintenance and inspection work is necessary, the customer shall carry this out in good time at his own expense, unless otherwise agreed.
8 Notification of defects
8.1 The customer is obliged to notify us in writing of recognizable defects immediately, but at the latest within one week of receipt of the goods, and of non-recognizable defects at the latest within one week of their discovery. These deadlines are preclusive deadlines.
8.2 Minor defects do not entitle the customer to refuse acceptance. Natural wear and tear of the delivered goods does not constitute a defect.
9 Liability for defects
9.1 If there is a defect in the delivery, we shall be entitled to choose between repair or replacement (subsequent performance). Subsequent performance shall take place without recognition of a legal obligation and shall not trigger a new limitation period. This shall also apply if spare parts are installed as part of the subsequent improvement. If the subsequent performance has failed, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a reasonable reduction of the purchase price (reduction).
9.2 No liability shall be assumed for defects caused by unsuitable or improper use or faulty assembly or commissioning by the customer or third parties not commissioned or authorized by us (also with regard to interventions in the software), natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective building ground or otherwise unsuitable premises, chemical or electrical influences, insofar as they are not attributable to our fault. Also excluded are claims for defects which are attributable to changes to the goods or improper repair by the customer or third parties commissioned by him.
9.3 If used goods (including demonstration devices) are the subject of the contract, any liability for defects shall be excluded unless we can be accused of fraudulent conduct.
9.4 If the inspection of alleged defects reveals that a defect does not exist or that we are not responsible for it, the customer shall be obliged to bear the costs incurred as a result of the inspection. The amount of these costs shall be determined in accordance with Section 14.5 of these Terms and Conditions, unless otherwise agreed. 9.5 Liability shall only be assumed within the scope of performance.
10 Statute of limitations
The limitation period for claims for defects, insofar as these are justified in accordance with clause 9, is 12 months from the transfer of risk. It shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims are asserted on the basis of tort or fraudulent intent.
11 Limitations of liability (exclusion and limitation of liability)
11.1 Except in the event of a breach of a material contractual obligation in a manner that jeopardizes the purpose of the contract or in the event of the assumption of a guarantee, we shall not be liable for damages caused by slight negligence.
11.2 In the following cases, our liability shall be limited to the foreseeable damage typical for the contract:
- In the event of a slightly negligent breach of material contractual obligations in a manner that jeopardizes the purpose of the contract,
- in the event of a grossly negligent breach by simple vicarious agents (i.e. not executive employees or organs),
- in the event of the assumption of a guarantee, unless we as the seller expressly assume a guarantee for the quality of the goods vis-à-vis the customer as the buyer.
- In the cases of clause 11.2, our liability is limited to a maximum of twice the net order value of the delivery or service concerned, but to a maximum of EUR 25,000.00.
- Claims for damages on the part of the customer shall become time-barred in the cases of clause 11.2 at the latest after two years from the time at which the customer becomes aware of the damage or, irrespective of this knowledge, at the latest after three years from the time of the damaging event. This does not apply to claims due to any defects in the goods. For these, the limitation period according to clause 10 shall apply.
- Except in cases of liability under the Product Liability Act, injury to life, body and health, the assumption of a guarantee for the quality of goods or fraudulently concealed defects, the above limitations of liability shall apply to all claims for damages regardless of their legal basis, including claims in tort. The above limitations of liability shall also apply in the event of any claims for damages by the customer against our employees or agents.
12 Cancellation costs
If the customer cancels a placed order without justification, we may, without prejudice to the possibility of claiming higher actual damages, demand 10% of the gross order value for the costs incurred in processing the order and the loss of profit. The customer reserves the right to prove that we have not incurred damages in this amount.
13 Copyright
Illustrations, drawings, samples or other documents are subject to our copyright. If the scope of delivery and services also includes the control system with the associated software, the control system and the other system parts shall become the property of the customer together with the goods and subject to the reservation of title in section 7 of these terms and conditions. All rights to the software, in particular the rights of use and exploitation under copyright law, shall remain with us, unless they are expressly transferred to the customer. The customer shall only receive the limited right to use the software in accordance with the purpose and scope of the contract - also in accordance with any software license agreement to be concluded separately.
14 Installation and repair conditions
Insofar as we also have to carry out installation and repair work in accordance with the order confirmation, the following provisions shall also apply:
14.1 The commencement of our work presupposes that the customer has completely and properly performed all preliminary work as agreed in the order confirmation or otherwise. This applies in particular to any necessary foundation work or building alterations, including the supply and discharge lines required to carry out the installation or repair work in accordance with the installation plans provided by us. If assembly or repair work is to be carried out on a computer system, we shall only be obliged to commence this work after the customer has saved all data that may be affected by this work on separate data carriers and has confirmed this backup in writing.
14.2 The transportation, unloading and unpacking of the goods intended for assembly are not part of our scope of services and must therefore be carried out by the customer at his own expense, unless otherwise agreed.
14.3 For the duration of the installation, the customer shall provide us with dry, heated, lockable rooms and the energy required for the installation or repair.
14.4 Parts replaced in the course of a repair shall become our property. The residual value of the replaced part shall only be credited if this has been agreed.
14.5 Unless otherwise agreed with the customer, invoicing shall be based on the cost of labor and materials plus any travel and waiting time as well as costs for overnight accommodation, travel expenses and allowances. Insofar as the amount of these costs cannot be proven by individual receipts, the amount shall be determined in accordance with our current price list.
14.6 The customer must accept the installation and repair work. Express acceptance shall be deemed to have taken place if the customer does not object to acceptance in writing within one week of receipt of notification of completion of the installation or repair work.
14.7 Claims for defects are initially limited to subsequent performance (rectification of defects or replacement delivery). As long as we provide subsequent performance, the customer has no right to withdraw from the contract for the installation or repair work or to demand a reasonable reduction in the remuneration (reduction), unless the rectification of defects has finally failed. 15 Applicable law and place of jurisdiction
15.1 The business relationship between us and the Customer shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of any referral under German private international law and the UN Convention on Contracts for the International Sale of Goods (CiSG). This shall also apply if the Buyer has its registered office abroad.
15.2 If the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law, a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the Husum Local Court or the Flensburg Regional Court shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship (including those arising from bills of exchange or checks). We reserve the right to take legal action against the customer at the court responsible for him.
Husum, August 2006
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. These shall also apply to all future business relations, even if they are not expressly agreed again. Counter-confirmations by the customer with reference to his own terms and conditions of business or purchase are hereby rejected. These also do not become part of the contract through our silence or through our performance. Deviations from the following terms and conditions must be made in writing to be effective.
2 Offers, order confirmations and quality specifications
2.1 Our offers are subject to change and non-binding, unless expressly agreed otherwise. Orders require our written order confirmation to be legally effective. This also applies to supplements, amendments or collateral agreements as well as collateral agreements or assurances by our employees and representatives. The scope of the delivery or service shall be determined exclusively by our written order confirmation.
2.2 Drawings, illustrations, dimensions, weight or other performance data are approximate values customary in the industry and are only binding if this has been expressly agreed in writing. This shall also apply to properties which the customer expects according to our public statements, in particular due to advertising, labeling or commercial practice. These properties are only part of the agreed quality if they have been expressly confirmed in writing. This also applies to guarantees. We reserve the right to make design and shape changes during the delivery period, in particular those which are due to improvements in technology or to legal requirements, provided that the goods are not significantly changed as a result or the suitability of the ordered goods for the contractually stipulated or customary use is not impaired.
2.3 We reserve the ownership and copyrights to drawings and other documents. We are entitled to charge for consultations, drafts and drawings, even if the order is not placed.
3 Prices
Our prices are quoted in euros and are net prices plus the applicable statutory VAT ex works including loading, but excluding packaging, unloading and assembly. If assembly has been agreed with the customer, the customer shall bear the additional costs incurred. The amount of these costs shall be determined in accordance with Section 14.5 of these Terms and Conditions, unless otherwise agreed. 4.
4. terms of payment
4.1 Unless otherwise agreed, 90 % shall be payable upon delivery and 10 % upon commissioning.
4.2 Our invoices are due immediately and payable within fourteen days of the invoice date with a 2% discount, unless otherwise agreed. The receipt of payment shall be decisive for the timeliness of payment. All payments are to be made only to the accounts specified in the invoices. Payment must be made net within 30 days.
4.3 If the customer is in arrears with a payment, we are entitled to charge interest at a rate of 8% above the respective base interest rate, but at least 10%. If the interest on arrears calculated in accordance with this exceeds the statutory interest rate, the customer shall be entitled to prove that we have not suffered any loss in excess of the statutory interest rate. We shall also be entitled to prove that we have incurred higher damages.
4.4 The customer shall have no right of retention unless it is based on the same contractual relationship. Offsetting by the customer is only permitted if the counterclaim is undisputed or has been legally established. The customer shall only be entitled to withhold other security if this has been agreed.
4.5 In order to secure our payment claims, we are entitled at any time to demand suitable payment securities (e.g. bank guarantees) from the customer. If the customer is in default with the provision of the required security, we shall be entitled to withdraw from the contract and/or to demand compensation for non-performance.
4.6 Fiction of due date: If enforcement is levied against the assets of the client or against individual rights or assets of third parties, or if the contractor becomes aware that serious shifts in assets to the detriment of the client have occurred or are imminent, all partial services rendered by the contractor to date shall be deemed due, irrespective of the payment schedule. The same shall apply if the Client is more than 14 days in arrears with services due according to the payment plan. In this case, the Contractor is entitled to stop further work immediately and to make the continuation of the work dependent on an appropriate advance payment or other security.
5 Delivery and delivery time
5.1 Delivery free construction site means delivery without unloading by the supplier, provided that the delivery road can be used by loaded, heavy trucks and cranes. In the event of slipperiness, ice and snowfall, any additional costs incurred shall be borne by the client. The contractor is entitled to charge for waiting times for which he is not responsible. Electricity and water connections are to be provided free of charge.
5.2 Specified delivery times are only approximate times and are therefore not binding. At the same time, delivery difficulties on the part of our suppliers shall release us from any agreed delivery periods. Furthermore, unforeseen events - such as operational disruptions, strikes and weather conditions - shall extend the delivery time appropriately, even if they occur during a delay in delivery. The same applies to subsequent changes to the order and delays due to necessary approvals or if information or documents from the client are not received on time.
5.3 If the customer does not accept the delivery, we shall be entitled to charge the costs incurred for storage starting 1 month after notification of readiness for dispatch.
5.4 Partial deliveries are permissible.
6 Place of fulfillment and transfer of risk
6.1 The place of performance for all performance obligations is our registered office. This shall also apply to assembly and repair services insofar as these are connected with our delivery.
6.2 In the case of deliveries, the risk shall pass to the customer as soon as the goods have been handed over to the carrier or other transport person. This shall also apply in the event that we exceptionally bear the shipping costs in accordance with the agreement. If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for shipment.
6.3 If dispatch is delayed through no fault of our own, the risk shall pass to the customer from the date of readiness for dispatch. At the customer's request, we shall insure the shipment at the customer's expense.
7 Retention of title
7.1 We reserve title to the goods until full payment of the purchase price and all other claims arising from the business relationship with the customer due at the time of conclusion of the contract. Any processing or transformation shall always be carried out for us, but without any obligation on our part. If our ownership expires due to combination, it is hereby agreed that the customer's ownership of the uniform item shall be transferred to us in proportion to its value. The customer shall store our property thus created free of charge.
7.2 We authorize the customer to dispose of the goods in the ordinary course of business, including processing or sale. However, he hereby assigns to us all claims which accrue to him from a resale, processing, alteration or combination against his customers or other third parties, irrespective of whether the goods are resold without or after processing, alteration or combination. The customer shall remain authorized to collect these claims even after the assignment. Our authorization to collect the claims ourselves remains unaffected by this. However, we undertake not to collect claims as long as the customer fulfills his payment obligations from the proceeds received, the customer's financial situation does not deteriorate significantly, the customer is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or insolvency exists. However, if this is the case or if there is another important reason, we can demand that the customer names the claims assigned to us and their debtors and provides all information necessary for collection, hands over the relevant documents to us and notifies the debtors of the assignment. This assignment in advance shall include the claim as well as any securities provided and any claims in excess of the claim (e.g. insurance claims). Other dispositions of the goods are not permitted and shall oblige the customer to pay damages.
7.3 If the customer is in default of payment, we are entitled to take back the goods subject to retention of title after unsuccessfully setting a grace period. Such a measure does not constitute a withdrawal from the contract, so that our claims remain valid to the previous extent. We are at liberty to withdraw from the contract and this requires an express declaration. However, the declaration of withdrawal does not require a new / further deadline to be set. If we withdraw from the contract, we may demand reasonable remuneration for the duration of the transfer of use of the goods.
7.4 In the event of any seizure of the goods by third parties, in particular attachments, the customer is obliged to point out our rights and to notify us immediately. If the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in connection with an objection, the customer shall be liable to us for these costs.
7.5 The customer is obliged to store the goods carefully for us, to maintain and repair them at his own expense and to insure them against loss and damage at his own expense to the extent required of a prudent businessman. He hereby assigns his claims under the insurance contracts to us in advance. If maintenance and inspection work is necessary, the customer shall carry this out in good time at his own expense, unless otherwise agreed.
8 Notification of defects
8.1 The customer is obliged to notify us in writing of recognizable defects immediately, but at the latest within one week of receipt of the goods, and of non-recognizable defects at the latest within one week of their discovery. These deadlines are preclusive deadlines.
8.2 Minor defects do not entitle the customer to refuse acceptance. Natural wear and tear of the delivered goods does not constitute a defect.
9 Liability for defects
9.1 If there is a defect in the delivery, we shall be entitled to choose between repair or replacement (subsequent performance). Subsequent performance shall take place without recognition of a legal obligation and shall not trigger a new limitation period. This shall also apply if spare parts are installed as part of the subsequent improvement. If the subsequent performance has failed, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a reasonable reduction of the purchase price (reduction).
9.2 No liability shall be assumed for defects caused by unsuitable or improper use or faulty assembly or commissioning by the customer or third parties not commissioned or authorized by us (also with regard to interventions in the software), natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective building ground or otherwise unsuitable premises, chemical or electrical influences, insofar as they are not attributable to our fault. Also excluded are claims for defects which are attributable to changes to the goods or improper repair by the customer or third parties commissioned by him.
9.3 If used goods (including demonstration devices) are the subject of the contract, any liability for defects shall be excluded unless we can be accused of fraudulent conduct.
9.4 If the inspection of alleged defects reveals that a defect does not exist or that we are not responsible for it, the customer shall be obliged to bear the costs incurred as a result of the inspection. The amount of these costs shall be determined in accordance with Section 14.5 of these Terms and Conditions, unless otherwise agreed. 9.5 Liability shall only be assumed within the scope of performance.
10 Statute of limitations
The limitation period for claims for defects, insofar as these are justified in accordance with clause 9, is 12 months from the transfer of risk. It shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims are asserted on the basis of tort or fraudulent intent.
11 Limitations of liability (exclusion and limitation of liability)
11.1 Except in the event of a breach of a material contractual obligation in a manner that jeopardizes the purpose of the contract or in the event of the assumption of a guarantee, we shall not be liable for damages caused by slight negligence.
11.2 In the following cases, our liability shall be limited to the foreseeable damage typical for the contract:
- In the event of a slightly negligent breach of material contractual obligations in a manner that jeopardizes the purpose of the contract,
- in the event of a grossly negligent breach by simple vicarious agents (i.e. not executive employees or organs),
- in the event of the assumption of a guarantee, unless we as the seller expressly assume a guarantee for the quality of the goods vis-à-vis the customer as the buyer.
- In the cases of clause 11.2, our liability is limited to a maximum of twice the net order value of the delivery or service concerned, but to a maximum of EUR 25,000.00.
- Claims for damages on the part of the customer shall become time-barred in the cases of clause 11.2 at the latest after two years from the time at which the customer becomes aware of the damage or, irrespective of this knowledge, at the latest after three years from the time of the damaging event. This does not apply to claims due to any defects in the goods. For these, the limitation period according to clause 10 shall apply.
- Except in cases of liability under the Product Liability Act, injury to life, body and health, the assumption of a guarantee for the quality of goods or fraudulently concealed defects, the above limitations of liability shall apply to all claims for damages regardless of their legal basis, including claims in tort. The above limitations of liability shall also apply in the event of any claims for damages by the customer against our employees or agents.
12 Cancellation costs
If the customer cancels a placed order without justification, we may, without prejudice to the possibility of claiming higher actual damages, demand 10% of the gross order value for the costs incurred in processing the order and the loss of profit. The customer reserves the right to prove that we have not incurred damages in this amount.
13 Copyright
Illustrations, drawings, samples or other documents are subject to our copyright. If the scope of delivery and services also includes the control system with the associated software, the control system and the other system parts shall become the property of the customer together with the goods and subject to the reservation of title in section 7 of these terms and conditions. All rights to the software, in particular the rights of use and exploitation under copyright law, shall remain with us, unless they are expressly transferred to the customer. The customer shall only receive the limited right to use the software in accordance with the purpose and scope of the contract - also in accordance with any software license agreement to be concluded separately.
14 Installation and repair conditions
Insofar as we also have to carry out installation and repair work in accordance with the order confirmation, the following provisions shall also apply:
14.1 The commencement of our work presupposes that the customer has completely and properly performed all preliminary work as agreed in the order confirmation or otherwise. This applies in particular to any necessary foundation work or building alterations, including the supply and discharge lines required to carry out the installation or repair work in accordance with the installation plans provided by us. If assembly or repair work is to be carried out on a computer system, we shall only be obliged to commence this work after the customer has saved all data that may be affected by this work on separate data carriers and has confirmed this backup in writing.
14.2 The transportation, unloading and unpacking of the goods intended for assembly are not part of our scope of services and must therefore be carried out by the customer at his own expense, unless otherwise agreed.
14.3 For the duration of the installation, the customer shall provide us with dry, heated, lockable rooms and the energy required for the installation or repair.
14.4 Parts replaced in the course of a repair shall become our property. The residual value of the replaced part shall only be credited if this has been agreed.
14.5 Unless otherwise agreed with the customer, invoicing shall be based on the cost of labor and materials plus any travel and waiting time as well as costs for overnight accommodation, travel expenses and allowances. Insofar as the amount of these costs cannot be proven by individual receipts, the amount shall be determined in accordance with our current price list.
14.6 The customer must accept the installation and repair work. Express acceptance shall be deemed to have taken place if the customer does not object to acceptance in writing within one week of receipt of notification of completion of the installation or repair work.
14.7 Claims for defects are initially limited to subsequent performance (rectification of defects or replacement delivery). As long as we provide subsequent performance, the customer has no right to withdraw from the contract for the installation or repair work or to demand a reasonable reduction in the remuneration (reduction), unless the rectification of defects has finally failed. 15 Applicable law and place of jurisdiction
15.1 The business relationship between us and the Customer shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of any referral under German private international law and the UN Convention on Contracts for the International Sale of Goods (CiSG). This shall also apply if the Buyer has its registered office abroad.
15.2 If the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law, a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the Husum Local Court or the Flensburg Regional Court shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship (including those arising from bills of exchange or checks). We reserve the right to take legal action against the customer at the court responsible for him.
Husum, August 2006
