0049 89 461 489 10      info@dmtecotech.com

Terms and Conditions

General Terms and Conditions of Delivery and Payment
§ 1 Scope of application
  1. Our deliveries, services, contracts and offers (hereinafter referred to as "Deliveries") shall be made exclusively on the basis of these Terms and Conditions of Delivery and Payment. These shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
  2. These Terms and Conditions of Delivery and Payment shall apply in their respective version as a framework agreement also to all future business transactions with the Purchaser, insofar as they are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
  1. Our offers are subject to confirmation. The order of the goods by the customer shall be deemed to be a binding offer of contract. Insofar as an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we shall be entitled to accept this contractual offer within 14 days of its receipt by us. The acceptance can be declared either in writing by order confirmation or by delivery of the goods to the customer. Transmission by fax or remote data transmission shall be deemed equivalent to the written form. We would like to point out that our employees entrusted with the sale are not authorized to make subsidiary agreements or to give assurances that go beyond the content of the written agreements. Accordingly, such declarations by our representatives require our written confirmation to be legally effective.
  2. The documents and information in sample books, price lists, brochures and other printed matter belonging to the offer, such as drawings, assembly sketches, illustrations, descriptions, dimensions and weights or other performance data, are values determined to the best of our knowledge, which, however, only become binding when specified in the order confirmations. The same shall apply to specifications of the works.
  3. in the case of call orders, we shall be entitled to procure the material for the entire order and to manufacture the entire order quantity immediately. Accordingly, any change requests by the customer can no longer be taken into account after the order has been placed, unless this has been expressly agreed.
§ 3 Samples, test parts, tools, costs and ownership
  1. we reserve the right to charge the costs for samples and test parts. In case of doubt, payment shall be due after acceptance of the initial samples, test parts or tools.
  2. all tools and devices manufactured or procured by us shall remain our property, even if their procurement or manufacturing costs are borne in whole or in part by the customer. We shall not be obliged to surrender the tools and devices.
  3. we reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so. If we do not accept the customer's offer, these documents shall be returned to us without delay.
§ 4 Prices and payment
  1. Unless otherwise agreed in writing, our prices are quoted in EURO ex works or ex warehouse, including packaging and plus value added tax at the applicable rate.
  2. unforeseen changes in raw materials, wages, energy and other costs for which we are not responsible shall entitle us to adjust prices accordingly. The customer shall be notified of the respective change in writing. At the same time, the customer will be expressly informed that the change will become part of the existing contract if the customer does not object to this change in writing within a period of two weeks from notification of the change. If the customer objects, either party shall have the right to terminate the contract by giving ten working days' written notice. A price adjustment in accordance with the above provision shall not be possible insofar as it concerns an increase in the price for goods or services which are to be delivered or provided within four months of the conclusion of the contract.
  3. in the case of partial deliveries, each delivery may be invoiced separately. If no prices have been agreed upon at the time of conclusion of the contract, our prices valid on the day of delivery shall apply.
  4. unless otherwise agreed in writing, our invoices are due for payment net without deductions 30 days from the date of invoice. The date of receipt of payment shall be the date on which the amount is received by us or credited to our bank account. During the customer's delay in payment, we shall be entitled to charge interest at a rate of 8 percentage points p.a. above the respective base interest rate. This shall not limit the right to assert further claims for compensation or rights of arrangement. We do not charge interest on advance payments or payments on account.
§ 5 Offsetting and rights of retention
  1. offsetting by the customer shall only be permitted with undisputed or legally established counterclaims.
  2. the customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
§ 6 Delivery time & transfer of risk for shipment
  1. the beginning of the delivery time stated by us presupposes the timely and proper fulfillment of the customer's obligations.
  2. our written order confirmation is decisive for the scope of the delivery, in case of an offer with time commitment and acceptance in due time the offer, if no timely order confirmation is available.
  3. delivery is made ex warehouse, which is also the place of performance. At the request and expense of the customer, the goods will be shipped to another destination (mail order).
  4. unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. The goods will be insured at the request and expense of the customer.
  5. the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
  1. delivery times are - even if a delivery date has been agreed with the customer - only approximate and non-binding, unless the delivery date has been expressly agreed as fixed. The delivery period shall commence with the dispatch of the order confirmation, but not before the customer has provided the technical data, documents, approvals, releases to be procured and before receipt of an agreed down payment. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires.
  2. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, we shall inform the customer thereof without delay and at the same time notify the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part, and we shall immediately refund any consideration already paid by the customer. A case of non-availability of the performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obligated to procure the goods in the individual case.
  3. the rights of the customer according to clause 8 of these General Terms and Conditions of Delivery and Payment, as well as our statutory rights in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.
§ 7 Retention of title
  1. We retain title to the goods sold (reserved goods) until all our present and future claims arising from the purchase contract and an ongoing business relationship, including any ancillary claims (secured claims), have been settled in full. In the case of a current account, the retained title shall be deemed security for our balance claim. This shall also apply to all future deliveries, even if we do not always expressly refer to this.
  2. the reserved goods may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer shall notify us immediately in writing if and to the extent that third parties seize the goods belonging to us.
  3. The customer shall be entitled to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to us the claims of the purchaser arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.
  4. The customer shall be entitled to sell, process or mix the goods subject to retention of title within the scope of its ordinary business operations. In this case, the following provisions shall apply in addition.
  5. The processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for us.
§ 8 Warranty
  1. The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including wrong delivery and short delivery, as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of delivery of the goods to a consumer.
  2. the customer's claims for defects presuppose that he has fulfilled his statutory obligations to examine the goods and to give notice of defects. If a defect becomes apparent during the inspection or later, we must be notified of this in writing without delay.
  3. we do not warrant for construction defects if drawings and plans have been provided by the customer or if the defect is due to the violation of operating, maintenance and installation instructions, unsuitable or improper use or storage, faulty or negligent handling, assembly or commissioning, natural wear and tear or tampering with the delivery item by the customer or a third party.
  4. If the delivered goods are defective, we may initially choose whether to effect subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions shall remain unaffected.
  5. We shall be entitled to make the subsequent delivery owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a part of the purchase price which is reasonable in relation to the defect.
  6. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not removal and installation costs), if a defect is actually present. However, if the customer's claim for remedy of the defect turns out to be unjustified, we shall be entitled to demand reimbursement of the resulting costs from the customer.
§ 9 Statute of Limitations
  1. claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty on the part of the user.
  2. Insofar as longer periods are prescribed by law, these periods shall apply.
§ 10 Industrial property rights
  1. in the event that we have been commissioned according to drawings and plans submitted by the customer, the customer guarantees the non-existence of related industrial property rights, copyrights or other rights of third parties, that no intellectual property of third parties is infringed and that no statutory or official prohibitions are violated.
  2. The customer shall indemnify us against all claims asserted against us by third parties on the grounds of or in connection with the delivery.
  3. the customer's obligation to indemnify us also extends to all applications that arise for us from or in connection with the claim by a third party.
§ 11 Liability
  1. Unless otherwise stipulated in these Terms and Conditions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
  2. We shall be liable without limitation for damage caused intentionally or by gross negligence by us, our legal representatives or our vicarious agents.
  3. In the case of simple negligence we shall only be liable for
    - for damage resulting from injury to life, body or health for which we, our legal representatives or our vicarious agents are responsible
    - for damages resulting from breaches of a material contractual obligation (obligation whose fulfillment is a prerequisite for the proper performance of the contract and on whose fulfillment the contractual partner regularly relies and may rely, so-called cardinal obligation) by us, our legal representatives or our vicarious agents. In this case, however, our liability shall be limited in terms of reason and amount to such damages whose occurrence we could reasonably foresee at the time of conclusion of the contract based on the circumstances known to us at that time.
  4. The above limitations of liability shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same shall apply to claims of the Buyer under the Product Liability Act.
§ 12 Secrecy
  1. All information, formulations, drawings, models, tools, technical records, process methods, software and other technical and commercial know-how made available by us or obtained by the customer through us, as well as work results achieved in connection therewith (hereinafter referred to as "Confidential Information") shall be kept secret by the customer from third parties and may not be used in the customer's own business for purposes which go beyond the specific purpose of the contract concluded with us and shall be made accessible exclusively to those persons who must have knowledge of the Confidential Information within the framework of the business relationship and who have been obligated to maintain secrecy in accordance with this provision. All knowledge, information and inventions of a technical and business nature - with the exception of advertising material - which we have made available to the customer within the framework of the business relationship, in particular cost estimates, drafts, design drawings, experience reports, process descriptions and material analyses, are confidential and may not be changed, reproduced or made available to third parties directly or indirectly without our permission. In particular, he may not apply for a patent himself or give third parties the opportunity to do so. Otherwise, the customer shall be liable for all damages incurred by us as a result.
  2. The obligation of secrecy shall also apply beyond the duration of the business relationship, as long as and to the extent that the customer cannot prove that the confidential information was already known to him at the time it was obtained or that it was obvious to him or that it later became obvious to him through no fault of his own. We reserve all property rights and copyrights to documents disclosed by us.
  3. All drawings or other documents submitted by us in connection with offers shall be returned to us at our request at any time and in any case if the order is not placed with us, at the latest upon termination of the supply relationship. Any kind of license concerning confidential information requires a written agreement. The customer shall not be entitled to a right of retention with regard to confidential information or corresponding documents or materials.
§ 13 Compliance, Export Control
  1. The Customer guarantees not to have any direct or indirect business or other agreements with terrorists, terrorist associations or other criminal or unconstitutional organizations. In particular, the customer shall ensure the implementation of EC Regulations No. 2580/2001, No. 753/2011 and 881/2002 as well as corresponding US and/or other corresponding regulations applicable in the context of the supply relationship within the scope of its business operations by taking appropriate organizational measures. Once goods have left our respective premises, the customer shall be solely responsible for compliance with the above provisions and shall indemnify us against all claims and costs incurred by us as a result of any such violation by the customer, its affiliates or employees, representatives and/or agents, including reasonable attorneys' fees, consultants' fees or administrative fees or fines resulting from such violations.
  2. we point out that our offer or the customer's order is subject to the granting of an export permit by the authorities. A promised delivery date is also subject to the existence of an export license. Therefore, when placing an order, the customer should take into account that this may result in delivery time delays beyond our control. In the event of any subsequent export, the customer shall be responsible for observing the applicable export control regulations, e.g. checking the recipient or end user. For further export to embargoed countries, the respective foreign trade regulations must be observed, e.g. the currently valid Iran Embargo Regulation and its corresponding amending regulations.
§ 14 Applicable Law, Place of Performance and Jurisdiction
  1. These General Terms and Conditions of Delivery and Payment and the entire legal relationship between us and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the uniform UN Convention on Contracts for the International Sale of Goods (C.I.S.G.) and other bilateral or multilateral agreements serving to standardize international sales is excluded.
  2. The place of performance for all rights and obligations arising from the contractual relationship, in particular from our deliveries, shall be the respective location from which the delivery is made. The place of jurisdiction for all rights and liabilities arising from the contractual relationship shall be Grasbrunn near Munich/Upper Bavaria.
  3. However, we are also entitled, at our discretion, to sue the customer at any other general or special place of special place of jurisdiction.
  4. If the customer has its registered office outside the Federal Republic of Germany, we shall also be entitled, at our discretion, to have all claims, disputes or differences of opinion arising from business relations with the customer finally and bindingly decided in accordance with the Arbitration Rules of the Chamber of Industry and Commerce for Munich and Upper Bavaria (IHK), excluding the ordinary course of law. The arbitration court shall have its seat in Munich. The arbitration proceedings shall be conducted in German or English. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
 

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dMT Ecotech GmbH

Bretonischer Ring 13
85630 Grasbrunn / Germany
 +49 89 461 489 10
 info@dmtecotech.com

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