General terms and conditions for the
BEYER3D Scan and Measurement Technology GmbH
§ 1 Scope
1. these general terms and conditions apply to all current and future business relations with customers. They also apply if no express reference is made.
2. deviating or supplementary general terms and conditions of our customer shall not become part of the contract, even if they have not been expressly contradicted or delivered without reservation.
3. if a customer places an order, he declares his binding agreement to these general terms and conditions of business, delivery and payment.
This does not apply only if the general terms and conditions have not been sent to the customer beforehand or if something else has been agreed in writing beforehand.
4. amendments, supplements and other ancillary agreements to these GTC and our contracts require written confirmation in any case.
(5) “Customer” within the meaning of these General Terms and Conditions of Sale, Delivery and Payment shall be all natural or legal persons or partnerships with legal capacity who, when placing an order with us, are acting in the exercise of their professional activity.
§ 2 Offers and prices
1. the prices offered are subject to change and non-binding until written confirmation of the order. The written order confirmation exclusively determines the scope of the contractually owed services. Our prices do not include the statutory sales tax. Prices can be viewed or requested from us.
2. if changes to the order confirmation still contradict the customer’s specification, we reserve the right to change prices even after sending an order confirmation. Any additional costs incurred in the event of changes requested by the customer after order confirmation will be invoiced.
In the event of unforeseeable significant changes in costs beyond our control, we reserve the right to agree with the customer on a price that deviates from the order confirmation. The reasons for the change are presented.
4. our prices do not include packaging, freight, postage, insurance and other shipping costs. Packaging and shipment shall be at our discretion and shall be charged at cost price. It will only be taken back if we are obliged to do so by law.
§ 3 Payment, Default, Offset
1. our invoices are payable without deduction within 14 calendar days after the invoice date. Cash discount will only be granted in case of a separate agreement.
2. in the event of default in payment by the customer, we shall be entitled to demand interest on arrears at a rate of 8% above the base interest rate, unless higher damages caused by default can be proven and asserted. In this case, the customer is entitled to prove that no damage has been incurred or that our damage is lower.
For each reminder we charge 5 Euro reminder costs.
3. bills of exchange, check and payment instructions shall only be accepted by us on account of payment and shall only be deemed to be payment after unconditional crediting to our business account.
4. a reasonable advance payment may be required from us.
The customer may only offset counterclaims that have been legally established, are undisputed or have been recognized by us. The customer may only assert a right of retention on the basis of counterclaims that are based on the same contractual relationship.
6. discounts granted shall lapse if the customer pursues legal or out-of-court proceedings, if an application for insolvency is filed against his assets or if he is in default of payment. Furthermore, in the aforementioned cases, we are entitled to immediately complete all other outstanding invoices to the customer.
7. if the ordered goods or services are not accepted, we shall be entitled to charge liquidated damages in the amount of 25% of the gross order amount of the respective order instead of a specific damage. However, we are entitled to prove that no damage has been incurred at all or that our damage is significantly lower than the lump sum.
§ 4 Delivery, Transfer of Risk
1. the agreed delivery and execution deadlines are approximate. The delivery and execution times are given without obligation, unless it is a fixed date agreed separately as binding in the order confirmation.
2. the delivery or execution period begins with the dispatch of the order confirmation. It shall be extended appropriately if the customer delays or omits necessary and agreed cooperation actions on his part. The extension shall also apply in the event of unforeseen obstacles beyond our control, e.g. delays in delivery by a sub-supplier, traffic and operational disruptions, material and energy shortages, etc., and which can be proven to have a significant influence on the manufacture, performance or delivery of the object of performance. We shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay in delivery or performance. Changes to the order initiated by the customer shall also lead to a reasonable extension of the execution or delivery period.
The delivery and performance period shall be deemed to have been complied with when the delivery item has been dispatched or dispatch has taken place.
4. partial deliveries and partial executions, in particular in the case of larger orders, are permissible to an extent that is reasonable for the customer.
5. the customer shall accept the delivery item or the execution within eight days after notification of completion. The customer is obliged to check the contractual conformity of the services and, if the services are in conformity with the contract, to declare their acceptance. If no express declaration of acceptance is made by the customer, the delivery item, the execution and / or service shall be deemed to have been accepted after expiry of the period specified in § 1. The services shall be deemed to have been accepted as soon as their usability is not significantly restricted due to reported defects for a period of 2 weeks after handover.
(6) If shipment of the delivery item has been agreed, the risk shall pass upon handover of the delivery item to the carrier (freight forwarder, railroad, etc.). In any case, the risk shall pass when the delivery item is put into use. If goods are taken back for reasons for which we are not responsible, the customer shall bear the risk until the goods are received by us.
§ 5 Retention of title
1. the ownership of the goods delivered by us remains reserved until full payment. The retention of title shall also be effective until all claims, including future or conditional claims, arising from the business relationship between us and the customer have been satisfied.
2. the customer is not authorized to transfer ownership of the goods by way of security or to pledge the goods, but is authorized to further sell the goods subject to retention of title in orderly business operations. The customer hereby already assigns to us the claims arising from this vis-à-vis its business partners. In the event of seizure or confiscation or other dispositions by third parties, the customer shall notify us thereof without delay.
3. at the customer’s request, securities shall be released at the customer’s discretion if the value of all securities existing for us exceeds the existing claims by more than 20% on a sustained basis.
4. the customer shall bear the costs of asserting our security rights.
5. in the event of default in payment, we shall be entitled to take back the goods subject to retention of title after issuing a reminder. This does not constitute a withdrawal from the contract. 10% of the value of the goods may be charged as a return fee. The assertion of further damages remains unaffected by this. The customer is entitled to prove that we have not suffered any damage at all or that the damage is significantly less.
6. the customer is obliged to immediately allow one of our employees to take inventory of the existing goods still in our ownership if we are entitled to take back the goods.
7. if we have threatened this with a reasonable period of time, to utilize the goods taken back in the best possible way by private sale, taking into account the sales price, we shall be entitled to do so.
§ 6 Warranty, Liability
Warranty rights shall only exist if the customer has duly complied with his obligation to inspect the goods and give notice of defects in accordance with § 377, 378 of the German Commercial Code (HGB). Complaints must be made to us within 8 days of receipt of the goods, in the case of defects that are not apparent, immediately after they become apparent.
2. upon acceptance of the goods, the customer shall have the transport company confirm in detail and in writing any visible damage to the goods or to the packaging. Damages in transit, which are detected only after opening the goods, must be reported in writing within 5 calendar days after receipt of the goods. The timely dispatch of the notification shall be sufficient to meet the deadline; the burden of proof for this shall be borne by the customer. Used delivery items are carefully checked before they go on sale. A warranty for material defects is nevertheless excluded in the absence of agreements to the contrary. Otherwise, all warranty claims shall become statute-barred within one year after acceptance of the goods.
4. the customer has warranty claims only for execution services if the reported defects are reproducible or indicated by machine-generated output.
5. the customer shall support us in the elimination of defects.
6. we provide warranty at our discretion by rectification or replacement delivery.
If the repair or replacement delivery fails, the customer may, at his discretion, demand a reduction of the remuneration or rescission of the contract. In the case of repeat orders for goods that have already been manufactured, cancellation is excluded.
8. if, after an inspection of delivered goods initiated by the customer, it turns out that there is no defect, he shall bear the costs incurred for the inspection himself.
(9) Further warranty claims of the customer, in particular for consequential damages, are excluded, unless they result from the absence of warranted characteristics in case of intent or gross negligence.
10. we do not assume any warranty for the usability of the goods or other services for the purpose intended by the customer, unless based on our express written confirmation.
11. subject to the following provisions, claims for damages by the customer for the slightly negligent breach of obligations are excluded. In any case, the amount of damages shall be limited to the value of the order.
(12) The above exclusions and limitations of liability shall not apply in cases of strict liability, in particular under the Product Liability Act, in the event of bodily injury or damage to health or loss of life or in the absence of warranted characteristics, in the event of intentional gross negligence.
§ 7 Final provisions
(1) The place of performance for all obligations arising directly or indirectly from the contractual relationship, including the obligation to pay, shall be our registered office in Ahaus in the absence of a special written agreement.
2. the place of jurisdiction for all claims arising from the contractual relationship shall be the place of jurisdiction responsible for our registered office, insofar as the customer is a merchant, a legal entity under public law or a special fund under public law. We shall also be entitled to bring an action before another court otherwise having jurisdiction by law.
The invalidity of individual provisions of these General Terms and Conditions, Terms and Conditions of Delivery and Payment or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obligated, within the scope of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in any significant change to the content of the contract. The same applies if a matter requiring regulation is not expressly regulated.
4. the inclusion and interpretation of these general terms and conditions of business, delivery and payment shall also be governed by the law of the Federal Republic of Germany, as shall the conclusion of our contracts and the interpretation of legal transactions. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods and Movable Property, the Law on the International Sale of Movable Property and the UN Convention on Contracts for the International Sale of Goods are excluded.
5. the customer authorizes us to transfer personal data within the company. We expressly reserve the right to take out credit insurance on any transactions concluded with the customer and to transmit the necessary data of the customer in this context, of which the customer takes note with consent.