General terms and conditions
- All offers and purchase contracts in commercial transactions with merchants and in legal transactions with legal entities under public law are based on these Terms and Conditions of Sale. Other conditions or deviating verbal agreements are only valid if they are expressly agreed in writing. The return of order copies of the client for organizational reasons can be made at the request of the client. This does not imply an acceptance of the client’s terms and conditions.
- Offers and prices are only binding in written form and are subject to change without notice. All prices are net plus value added tax. They are valid for the completion of the order without any interruption for which the client is responsible. If the customer requests partial deliveries, the additional costs incurred as a result may be charged additionally. Our technical advice on applications, whether verbal, in writing or by way of trials, is given to the best of our knowledge, but shall be deemed to be non-binding advice only, also with regard to any third party property rights, and shall not release the Customer from its own examination of the products supplied by us as to their suitability for the intended processes and purposes. Application, use and processing of the products are beyond our control and are therefore the sole responsibility of the customer.
- The order is considered accepted when the order is confirmed by us in writing.
- Our obligation to deliver shall be suspended as long as the customer is in arrears with a liability – also from another legal transaction. In the event of doubts about the customer’s solvency, we may make the further performance of the contract dependent on the provision of an advance payment.
- Delivery and shipping: Our deliveries are always carriage forward plus packaging ex warehouse. All shipments, including any returns, travel at the risk of the customer. Dispatch route and mode of dispatch are chosen by us, whereby wishes of the client are taken into account as far as possible. The client may only accept goods damaged in transit from the carrier if the carrier has previously acknowledged the existence of the damage. Consequential damages resulting from non-observance shall be borne by the client.
- Delivery time and delay: The delivery times confirmed by us are valid from the date of the order confirmation. In the case of custom-made products, the delivery time shall only run from the date of receipt by the contractor of the approved corrections or the required drawings, templates, as well as the submission of the binding product samples and the required product test quantities from the customer, etc. Interruptions caused by the client or caused by him during the term of the order, extend the delivery times. Delivery dates stated by us with the addition “expected” are only indications, not fixed dates. If dispatch is delayed through no fault of our own, notification by us that the goods are ready for dispatch shall be deemed equivalent to dispatch. In the event of a delay in delivery, the customer must set a reasonable grace period in writing in accordance with §326 para. 1 BGB, which must, however, be at least 4 weeks. Operational disturbances in our own or in external plants, on which production and transport are essentially dependent, release us from compliance with the delivery deadline, entitle us to make partial deliveries or to withdraw from the contract. The following are expressly mentioned as possible causes for these operational disruptions: Force majeure, shortage of raw materials and energy, traffic bottlenecks, official interventions, labor disputes, war and riots, fires and machine damage.
- Claims for damages by the customer – also of a non-contractual nature – are excluded in the event of a slightly negligent breach of duty by us, our executives or other vicarious agents, unless the breach relates to a duty that is essential for achieving the purpose of the contract. We shall only be liable for indirect damages as well as damages not foreseeable at the time of the conclusion of the contract if there is gross negligence on our part or on the part of one of our executive employees. In particular, liability for damages to the customer’s products, related financial losses or damages due to loss of profit or recalls are excluded. Mandatory statutory liability provisions shall remain unaffected. Our liability towards the customer, for whatever reason, is limited to the coverage of our current product liability insurance, the current and valid version of which can be sent upon request.
- Unless otherwise agreed, call orders are subject to a maximum acceptance period of 6 months from the date of the order confirmation. After expiry of this period, we shall be entitled to invoice the open remaining quantity and to deliver it to the customer or to store it at the customer’s expense. This also applies in the event that the acceptance of ordered quantities does not take place at the agreed time. In both cases, the risk of quality and risk shall pass to the customer at the time of the delay in acceptance.
- Execution, complaints, defects: In the case of sales according to samples, these are considered non-binding in that the deliveries are made by machine, whereby the overall delivery is decisive for the assessment and not the condition of individual pieces. The order shall be executed in accordance with the general state of the art within the scope of the technically necessary material and process-related tolerances. Customary deviations with regard to color, weight and material composition are reserved and do not entitle to complaints. If inferior qualities are delivered as agreed, any warranty shall be excluded. The customer confirms and is obliged to ensure the required operational readiness of the unit within the framework of professional quality assurance with his own qualified personnel, through responsible acceptance and conscientious inspections (of: material quality, documents, functions, as well as compliance with the required physical and legal properties) both before delivery and during and after commissioning of the object of the order. The Customer is required to carry out at least one preliminary acceptance of the subject of the order even before delivery. The same applies to installation (no later than 2 weeks after delivery) and commissioning (no later than six weeks after delivery). The acceptances are binding, later complaints can only be asserted due to hidden defects. If the Customer waives the acceptance tests, the subject of the order shall be deemed accepted after six weeks after delivery. Any complaints must be clearly and unambiguously technically documented and described. Complaints for obvious defects (this includes defects that should have been seen by the client’s technical personnel) can only be considered in writing within two weeks after arrival of the goods. Hidden defects which cannot be discovered even on immediate inspection of the goods after receipt will only be accepted by us if the notice of defect is received by us within 6 months of receipt of the goods by the customer. All complaints must be accompanied by samples of the goods complained about and a detailed technical description of the reason for the complaint. Defects acknowledged by us shall entitle the customer, at his discretion, to a reduction in price, a replacement delivery within a reasonable period of time or to withdraw from the contract. Goods which are the subject of a complaint may only be returned to us with our express consent.
- All technical documents handed over or made known to the Client by the Contractor in connection with the order are to be regarded as confidential and, unless they have been made available by the Client, shall remain our property, even if the Client has assumed pro rata costs for them.
- The warranty period is 12 months from the date of delivery for use in single-shift operation, unless a different period (shorter or longer) has been agreed. Replaced parts become our property. Defects or faults in parts that are subject to natural wear and tear and whose cause could be related to this wear and tear are excluded from the warranty. The use of consumables and spare parts not approved by us and simultaneous defects or faults that could be related to the use of these components will void the warranty. In the case of products with an expiration date or best-before date, the warranty claim shall expire upon expiration of the respective expiration date or best-before date. Expenses resulting from improper handling, faulty assembly, lack of maintenance, transport damage, use of unsuitable accessories and spare parts, improper intervention by persons not authorized by us or external influences (voltage fluctuations, lightning strike, etc.) are not covered by the warranty.
- The place of performance for the warranty of transportable products or removable parts is in 64673 Zwingenberg / Germany. Expenses for external technical operations, bridging devices and transports are therefore subject to costs. Prerequisite for warranty claims is the intended use of the products and the observance of the instructions from operating manuals, maintenance instructions and a professional commissioning. The contractor has the possibility to rework at least 3 times for the respective complaint until the full functionality as described in the specification is established. If full functionality is not established after the corresponding 3rd rework for the same reason, the Customer and the Contractor shall have the right to terminate the contract. The Contractor shall be granted the necessary time and opportunity to remedy the defect, otherwise he shall be released from the liability for defects. For the replacement part and the repair, the warranty period shall be 12 months, unless a different period (shorter or longer) has been agreed.
- Hotline: For extensive devices or machines, which cannot or should not be sent to the technical location of the Contractor in the case of a complaint, and for which the technical personnel of the Contractor is required, the following shall apply: a) the Customer shall have at least two suitable persons of its technical personnel trained by the Contractor on the subject matter of the order with regard to operation, maintenance, repair, hardware and software of the IT devices as well as the handling of a remote service. b) the Customer shall procure recommended spare and wear parts, and place them at the disposal of its own trained technical personnel. c) The Contractor shall provide a telephone hotline within the working days from 08:30 to 16:30. c) In the case of troubleshooting (involving the trained personnel and the spare and wear parts in stock), the procedure shall be in accordance with the step-by-step plan. The step-by-step plan assumes that the trained technical personnel has access to these spare parts, also uses them under the instruction of the hotline, as well as the Contractor’s hotline establishes an Internet connection to the IT environment of the subject of the order and can also operate it according to the instructions of the hotline.
The phased plan includes:
- Attempts by the Customer’s trained personnel to rectify simple problems.
- Telephone contact with the Contractor’s hotline and attempts by trained personnel to remedy the problem in accordance with the instructions of the hotline, if necessary also using and installing spare or wear parts stored by the Customer.
- At the request of the hotline: Transmission of image, video and data material by the trained personnel via the Internet.
- In the event of malfunctions of a camera unit, a computer or the control system: Provision of a remote channel between the hotline and the component in question, or, if necessary, an external remote video connection (cell phone or similar).
- If these measures are not successful, a service technician from the contractor can be requested. The response time is usually about 24 hours (on working days) plus travel time.
- Payment shall be made within 30 days from the invoice date net without deduction. Invoices for repair services including spare parts and auxiliary materials and services are due 10 days after the invoice date without deduction. In the event of overdue payments, interest may be charged at a rate of 5% above the prime rate of the Deutsche Bundesbank. Payments shall be deemed to have been made on the date on which we can dispose of the amount without loss. If a significant deterioration in the financial circumstances of the customer becomes known or if the customer defaults on payment or acceptance for other reasons, we shall be entitled to refuse further deliveries. All outstanding invoices shall become due immediately. This shall apply to all expenses incurred by us as a result of performance in accordance with the order, including goods produced but not yet delivered. The offsetting of our claim against any counterclaims of the customer disputed by us is not permitted.
- Retention of title: The delivered goods remain our property – proportionately also in processed condition – until all claims from the business relationship have been fulfilled. Extraordinary dispositions of goods delivered by us, such as pledging, transfer of ownership by way of security, etc., are not permitted as long as the claims from the business relationship have not been completely fulfilled.
- Trial orders: All payments related to trial orders are due immediately upon invoicing. Rental and loan fees are payable monthly in advance without discount. The risk of loss, destruction or damage to the goods, regardless of the cause, shall pass to the client at the time of shipment. of the goods to us without stating any reasons and without observing The client shall adequately insure the goods against all risks (fire, theft, burglary, water, improper handling, intentional damage, etc.). If the goods are taken over by purchase after completion of the trial order, all warranty periods shall commence on the date of commencement of the trial order. During a trial order, the return periods can be extended at any time.
- For the resale of our products, especially abroad, the client assumes sole responsibility for the warranty, and compliance with the physical, functional and legal properties in the future location.
- Data storage: The client agrees that we store his data in accordance with the Federal Data Protection Act.
- If parts of these terms and conditions are or become invalid, the remaining agreements shall remain unaffected and effective.
- Place of performance: For all matters is 64673 Zwingenberg. The place of jurisdiction also for all other rights and obligations is Darmstadt. It is agreed that German law shall apply.
Address and registered office: Meliscout GmbH, Gernsheimer Straße 2, 64673 Zwingenberg, Germany