General Terms and Conditions of Sale – CeiliX Technology GmbH (version Dec. 2024)
§ 1 General Information
- We only deliver in accordance with our General Terms and Conditions of Sale, even if no explicit reference is made to them at a later date in the case of ongoing business relationships.
- Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall also apply if the buyer refers to his general terms and condi-tions in the context of the order and we do not expressly object to them.
- Unless otherwise agreed in text form, the General Terms and Conditions of Sale shall apply in the version valid at the time of the buyer’s order or in any case in the version last communicated to the buyer in text form.
- If INCOTERMS are agreed, the definitions laid down and published by the International Cham-ber of Commerce in Paris (ICC) shall apply.
- These General Terms and Conditions of Sale do not apply if the buyer is a consumer within the meaning of sec. 13 German Civil Code (BGB).
§ 2 Conclusion of contract
- Offers are only binding, if they are designated as such and are sent by us in writing or by e-mail. The presentation and advertising of goods on our website does not constitute a binding offer to conclude a purchase contract.
- The buyer’s order shall be deemed to be an acceptance of our offer unless the buyer modifies our offer; in this case, the buyer’s order shall be deemed to be an offer which must be confirmed by us in text form in order to conclude a contract.
- Acceptance of the goods delivered by us shall constitute acceptance of the buyer at the latest.
- Information provided by us on the subject matter of the goods or services (e.g. weights, dimen-sions, utility values, load-bearing capacity, tolerances and technical data) as well as represen-tations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed char-acteristics, but descriptions or identifications of the goods or services. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
§ 3 Prices and payments
- Our prices are “ex works” for domestic business relations or “EXWORKS” for foreign business relations plus packaging, freight and insurance, unless otherwise defined in the offer. Value added tax (VAT) at the applicable statutory rate shall be added to the agreed prices in Germany.
- Shipment shall be at the expense and risk of the buyer. Deliveries shall only be insured against transport damage at the express request of the buyer and at the buyer’s expense. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.
- Our invoices are payable within 30 days of the invoice date without any deductions. However, we are entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment.
- The buyer is not entitled to assert a right of retention against our claims or to offset them with counterclaims unless they are expressly recognized by us or have been legally established.
§ 4 Cancellations
In the event of unjustified (partial) withdrawal from the contract by the buyer, we shall be entitled to demand up to 20% of the sales price as compensation for the costs incurred in processing the order. This shall not affect our entitlement to claim proven higher compensation for damages in individual cases. Damages include, in particular, the procurement of materials that cannot be used for other orders. The buyer is at liberty to prove that in the individual case a lower processing cost than the flat rate of 20% was incurred.
§ 5 Delivery time
- Binding deadlines for deliveries of goods or services (delivery period) must be expressly agreed as such at least in text form.
- The delivery period shall be deemed to have been met if readiness for collection or dispatch has been notified by the time it expires. Partial deliveries are permissible.
- Any changes or extensions to the original scope of the order agreed after conclusion of the contract shall extend or postpone the original delivery periods accordingly.
- Delivery and performance disruptions due to force majeure (e.g. labor disputes, official interventions, operational disruptions, material procurement or energy supply difficulties, pandemics or epidemics, the non-delivery, incorrect or untimely delivery by subcontractors despite a congruent hedging transaction concluded by us or other unforeseeable extraordinary circumstances for which we are not responsible, regardless of whether these circumstances occur in our company or at our subcontractors) extend the delivery time by the duration of the hindrance.
- If we are unable to meet binding delivery periods for reasons for which we are not responsible, we shall inform the buyer of this immediately and at the same time notify the buyer of the expected new delivery period. If the goods or services are still not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the buyer.
- If the buyer suffers damage due to a delay for which we are responsible, he shall be entitled to compensation. The amount of compensation shall be limited to 0.5% of the net price for each completed calendar week of delay, up to a maximum total of 5% of the net price of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage at all or only significantly less damage than the above lump sum.
§ 6 Delivery, transfer of risk and acceptance
- Delivery shall be “ex works”, which is also the place of performance for the delivery and any subsequent performance. At the buyer’s request and expense, the goods will be shipped to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
- The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
- If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
- Set-up, installation, establishment of technical operational readiness, instruction or maintenance are not subject matter of the contract.
§ 7 Obligations of the customer
- The goods are components of partly completed machinery within the meaning of EU Directive 2006/42/EC. We are responsible for fulfilling the requirements for manufacturers of partly completed machinery in accordance with Article 5 para. 2 of EU Directive 2006/42/EC. However, it is the buyer’s responsibility to install the goods upon receipt and to fulfil the regulations for the manufacturer of a ‘machinery’ in accordance with EU Directive 2006/42/EC, in particular in accordance with Article 5 para. 1 of the Directive. This includes in particular the certification of the machinery and the preparation and provision of instructions.
- The buyer is aware that the use of the goods and software purchased from us with other items and/or third-party software may lead to a breach of the manufacturer’s obligations in accordance with EU Directive 2006/42/EC, in particular to a loss of certification and non-compliance with the applicable safety and health requirements. Our liability is excluded in this case.
§ 8 Software
- If the buyer purchases the goods including the operating and application software specified in the offer, the software shall be delivered in executable form (object code). The source code is not included in the scope of delivery.
- Copyrights, patent rights, trademark rights and all other industrial property rights to the software shall belong exclusively to us. The buyer shall receive the simple (non-exclusive) right to use the software permanently as part of the ordered goods.
- The buyer undertakes to carry out the software updates/upgrades provided by us.
- All types of utilisation, in particular the rental, lending and distribution in physical or non-physical form, the use of the software by and for third parties are not permitted without our prior written consent. Decompilation is only permitted within the legal framework (section 69e German Copyright Act (UrhG))
§ 9 Retention of title
- The delivered goods shall remain our property (reserved goods (Vorbehaltsware)) until full payment of all our current and future claims arising from the current business relationship with the buyer.
- The buyer may neither pledge the reserved goods (Vorbehaltsware) nor assign them as security. In the event of seizure, confiscation or other dispositions, the buyer must inform us immediately.
- If the buyer is in default with a payment deadline in whole or in part or behaves in any other way contrary to the contract, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods subject to retention of title on the basis of the retention of title. This shall also apply if the buyer is over-indebted or has suspended payments, if insolvency proceedings are applied for against its assets or if there is any other significant deterioration in its financial circumstances. The demand for return does not at the same time include a declaration of withdrawal; we are rather entitled to demand only the return of the reserved goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
- If our buyer is entitled to resell the reserved goods commercially, he shall be entitled to resell the reserved goods in the ordinary course of business under his normal conditions. In this case, the following shall apply in addition to para. 1 to 3:
- (a)The retention of title shall extend to the full value of the products created by processing, mixing or combining the goods subject to retention of title, whereby we shall be deemed to be the owner. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods.
- (b) The buyer hereby assigns to us as security any claims against third parties arising from the resale of the reserved goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph a). We accept the assignment.
- (c) The buyer is authorized to collect these claims even after the assignment until we revoke this authorization, which is permissible at any time. Our authorization to collect the claims ourselves shall remain unaffected by this; however, we undertake not to collect the claims as long as the buyer duly meets his payment obligations, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right pursuant to para. 3.
- (d)We can demand at any time that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
- (e) If we are entitled to collect the claims ourselves, we are also entitled to revoke the buyer’s authorization to resell and process the reserved goods.
5. We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 10%.
§ 10 Gewährleistung
- The statutory provisions shall apply to the buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as defective instructions), unless otherwise specified below.
- The delivered goods must be carefully inspected by the buyer immediately (unverzüglich) after delivery. The goods shall be deemed to have been approved by the buyer with regard to obvious defects or other defects that would have been recognizable during an immediate, careful inspection if we do not receive a written notice of defects within 7 (seven) working days after delivery. With regard to other defects, the delivered goods shall be deemed approved by the buyer if we do not receive the notice of defects within 7 (seven) working days of the time at which the defect became apparent; however, if the defect was already apparent at an earlier time under normal use, this earlier time shall be decisive for the start of the notice period. At our request, rejected goods shall be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the goods are located at a place other than the place of intended use.
- The buyer is obliged to carry out the inspection described in para. 2 once again immediately prior to installation or attachment of goods intended for installation in or attachment to another item. For all resales of the goods, the buyer shall ensure that its customers assume these obligations as their own obligations towards the buyer and, in the event of a further sale, pass them on to the subsequent customers.
- Changes to the model, design or material that correspond to more recent technical findings do not constitute a material defect.
- In the event of a defective delivery or service, the buyer shall be entitled, at our discretion, to rectification of the defect or a replacement delivery free of charge (subsequent performance). In the event of a replacement delivery, the buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the buyer shall not be entitled to return the item. Subsequent performance shall not include the dismantling, removal or disassembly of the defective item or the installation, attachment or assembly of a defect-free item if we were not originally obliged to perform these services; statutory claims of the buyer for reimbursement of corresponding costs (“dismantling and assembly costs”) shall remain unaffected. However, in the case of goods intended for installation, mounting or assembly, the buyer shall not be entitled to compensation for the corresponding costs (“removal and installation costs”) if the defect only became apparent after the corresponding processing as a result of a breach of the obligation to inspect or give notice of defects.
- We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, in accordance with the statutory provisions and these General Terms and Conditions of Sale, if a defect actually exists. However, we may demand compensation from the buyer for the costs incurred as a result of the unjustified request to remedy the defect if the buyer knew or could have recognized that there was in fact no defect.
- If subsequent performance fails or is not required in accordance with the statutory provisions, the buyer may, at his discretion, demand a reasonable reduction in the price (Minderung) or withdraw from the contract (Rücktritt). Withdrawal is excluded if the defect only insignificantly reduces the value or suitability of the goods. As a rule, rectification shall be deemed to have failed after the second unsuccessful attempt.
- We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.
- Claims by the buyer for reimbursement of expenses pursuant to sec. 445a para. 1 German Civil Code (BGB) are excluded unless the last contract in the supply chain is a consumer goods contract (Verbrauchsgüterkauf) pursuant to sec. 478, 474 German Civil Code (BGB) or a consumer contract for the provision of digital products.
- A guarantee for the quality of the purchased item or the work within the meaning of sec. 443 German Civil Code (BGB) must be expressly accepted by us in writing.
- A warranty claim is excluded if:
- (a) the defect is due to the fact that the goods have been modified without authorization, in particular by installing third-party parts;
- (b) the defect is due to the fact that the goods have been combined by the buyer with items or software from third-party companies;
- (c) the goods are intended for assembly, mounting or installation and the defect is due to non-compliance with the assembly instructions applicable to the goods;
- (d) the use or operation of the goods requires certain permits or certificates (e.g. the procedures for assessing the conformity) or training of employees and the defect is due to the fact that these were not obtained by the buyer or not obtained in good time.
- The warranty period is one year from delivery of the goods or, if acceptance is required, from acceptance. This period does not apply to:
- (a) Claims for damages by the buyer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents;
- (b) Claims for damages in accordance with the Product Liability Act (Produkthaftungsgesetz);
- (c) Goods that are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material).
In diesen Fällen gelten jeweils die gesetzlichen Verjährungsvorschriften.
§ 11 Liability
- Claims for damages due to all breaches of duty arising from the contractual obligation and from tort are excluded – in particular with regard to consequential damages.
- Our liability for damages resulting from injury to life, body or health, for claims under the Product Liability Act (Produkthaftungsgesetz), for express written guarantees, for fraudulent intent and in all cases in which we are guilty of intent or gross negligence shall remain unaffected.
- In the event of culpable breach of material contractual obligations within the meaning of sec. 307 para. 2 sentence 2 German Civil Code (BGB), we shall only be liable for foreseeable, typically occurring damage, even in the event of simple negligence.
- The above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employees and other vicarious agents.
- Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.
- The buyer shall not enter into or carry out any transactions in relation to the goods which are prohibited under the relevant provisions, in particular under foreign trade law, including US export control law.
§ 12 Copyrights
We reserve the title or copyright to all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the buyer. The buyer may not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our express consent. At our request, he must return these items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of normal data backup.
§ 13 Place of jurisdiction and applicable law
- Insofar as the contract or these General Terms and Conditions of Sale contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale if they had been aware of the loophole.
- These General Terms and Conditions of Sale and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
- If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Euskirchen. The same applies if the buyer is an entrepreneur within the meaning of sec. 14 German Civil Code (BGB). However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or an overriding individual agreement or at the buyer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.