General Terms and Conditions of Business
The General Terms and Conditions of Business (GTCB) for plant construction by regotec automation GmbH for companies and institutions under public law that are not consumers in the sense of German law.
1.1. We shall deliver and provide services to clients who are not consumers in the sense of German law only under the following conditions. These shall also apply to all future business even if we do not make reference to these conditions in individual cases.
1.2. Deviations from these terms and conditions of delivery and payment shall only be valid if they are agreed in writing.
1.3. We shall not be bound by any client’s terms and conditions that are contrary to or deviate from ours, even where we have not expressly disagreed with them or we have carried out the delivery without objection.
1.4. Our GTCB shall be regarded as agreed to no later than upon acceptance of the goods or services.
1.5. Claims on the part of a client cannot be assigned without our permission.
- Quotation and conclusion of contract
2.1. Our quotations shall be without obligation and subject to change unless agreements have been expressly made to the contrary.
2.2. An order shall not be regarded as accepted until it has been confirmed by us in writing or the order has been carried out without confirmation.
2.3. Alterations to the order confirmation produced by us or any other arrangements and verbal ancillary agreements shall also only be valid if we have provided confirmation in writing. Advice shall be non-binding at all times.
2.4. The information and descriptions in our catalogues and prospectuses are only approximate, and we reserve the right to make alterations. Measurements, weights, illustrations and drawings shall only be binding for the design if this is expressly confirmed in writing. Service information may only be approximate.
2.5. Obvious mistakes and printing, computing, typing and calculation errors shall not be binding upon us and shall not create any entitlement to fulfilment.
2.6. The Client accepts full liability for the binding nature of documents that it is to supply, such as drawings, designs or similar. Verbal information regarding measurements, tolerances or similar shall require confirmation in writing.
2.7. We reserve copyright and right of ownership of designs, cost proposals, sketches, drawings and other information whether physical or not, including in electronic format. They must not be made accessible to third parties or used for any other purpose, particularly self-production, without our express permission. They must be returned to us upon request without delay.
- Scope of delivery
Our written order confirmation or the accepted binding quotation in accordance with Article 2.3 shall determine the scope of delivery.
4.1. All prices shall be understood to be net of the applicable rate of value-added tax. They shall be regarded as Ex Works Halle/Saale. They do not include: transport costs, unloading, packaging and insurance.
4.2. Price amendments shall be permitted if there are at least four months between conclusion of contract and the agreed delivery date. Should wages, material costs or market cost prices increase between that time and the time of completion of delivery, we shall be entitled to increase prices according to the amount of the cost increase. The Client shall only be entitled to withdraw from the agreement if the price increase more than insignificantly exceeds the increase in general living costs between the time of ordering and the time of delivery.
4.3. Should unforeseeable amendments be necessary due to more recent information regarding performance of the function, we shall be entitled to adjust prices accordingly.
- Payment conditions
5.1. Unless agreed otherwise, the purchase price shall fall due concurrently with handover of the object of purchase, and shall be payable without any discount within 14 days of the invoice date.
5.2. The following payment condition shall be regarded as agreed for special production runs, i.e. production runs that differ from production according to catalogue, and for orders relating to standard items whose value exceeds €10,000: 1/3 of the order value upon receipt of the order confirmation, 1/3 of the order value upon notification of completion but before delivery, and 1/3 of the order value 14 days after issue of the invoice
5.3. The Client shall pay any outstanding debts into our bank account at its own expense and risk. These shall be deemed paid upon being credited to our account; in the case of cheques or direct debit, these shall only be deemed paid once the credit can no longer be cancelled. Suppliers and employees shall only be authorised to collect monies with special authorisation.
5.4. The Client shall be in default of payment once it receives a reminder after the due date or if it fails to pay by a determined or determinable date. This shall not affect the statutory provision according to which a Client is in default after a maximum of 30 days after the due date and receipt of invoice or an equivalent request for payment. In the event that the Client is default of payment, we shall be entitled to demand interest at 9% in excess of the base interest rate applicable at the time, without prejudice to our other or further rights. In so far as payment in instalments has been approved in writing, the remaining debt shall become payable immediately as soon as a Client has been fully or partly in default of an instalment for more than one month, or is fully or partly in default of an instalment for the third time.
5.5. Set-off or the exercising of right of retention on the grounds of any counterclaims on the part of the Client that we dispute and that have not been declared final and absolute shall be excluded. The exercising of a right of retention shall also be excluded to the extent that the Client’s counterclaims are not based on the same contractual relationship.
5.6. Should any justified doubt exist as to a Client’s ability to meet financial obligations or creditworthiness after conclusion of a contract, we may demand either cash payment of all outstanding receivables or securities prior to delivery as we deem fit. Until this request is fulfilled, we shall not be obliged to continue delivery on the basis of any current contract, or we shall also be entitled to withdraw from the contract without being obliged to compensate for losses.
- Delivery period
6.1 The delivery period shall not commence until all requirements for execution of the order have been met, particularly when all details of execution have been provided (such as but not limited to the requested plans or designs for the fixtures and fittings of the ordered machinery, machinery parts such as accessories and devices being in our possession), and both parties are in agreement regarding all contractual conditions.
6.2. The delivery period shall not commence until all of the Client’s contractual obligations are fulfilled, and in particular, until after the agreed deposit has been received.
6.3. Unforeseen events that we or our suppliers are unable to avert despite taking reasonable care to do so, such as breakdowns, strike, lockouts, rejection of a part that is not immediately replaceable in our own factory or that of the supplier, default of said supplier, or necessary changes as a result of new information, shall extend the delivery period accordingly, even if they occur during default of delivery. The same shall apply if permits, whether issued by authorities or otherwise, that are required for the execution of deliveries, or documents of third parties, are not submitted in good time, and if an order is altered at a later date.
6.4. Partial deliveries are permitted, and shall be accordingly subject to the payment provisions in Section 5.
6.5. We shall accept liability in the event of a delay in performance in cases of wilful intent or gross negligence on our part or that of a representative or employee in accordance with the statutory provisions. However, in cases of gross negligence, our liability shall be limited to foreseeable losses typically provided for in a contract, unless they concern liability due to injury to life, limb or health. In other cases of a delay in performance, liability for compensation in addition to performance or in place of performance shall be limited to 5% of the value of the works. Further claims on the part of the Client shall be excluded, even after expiry of any performance deadline that may have been imposed on us.
6.6. If shipping is delayed at the Client’s request, we shall be entitled to charge for costs resulting from storage starting from two weeks after notification of readiness for shipping. For storage in our factory, we shall charge a minimum of 0.5% of the invoice amount per month, but no more than 5% of the invoice amount, or the actual storage costs. The Client shall have the opportunity to prove lower losses. Following expiry of this period without successful delivery, we may hold the goods in another manner and deliver to the Client within a reasonably extended period.
- Transfer of risk
7.1. Risk shall transfer to the Client upon dispatch Ex Works, even if we have undertaken delivery and handover using our own vehicle fleet.
7.2. Should shipping be delayed as a result of circumstances not attributable to us, risk shall pass to the Client from the day on which the goods are ready to ship.
7.3. Insurance for damage during transport shall be taken out at the Client’s expense unless the existence of self-insurance can be demonstrated.
- Packaging and shipping
8.1. The goods shall be shipped as we see fit in packaging that is in common commercial use.
8.2. Unless any special instructions exist, the route of transport and the mode of transport shall be chosen at our reasonable discretion, without any liability to offer cheaper alternatives.
8.3. Should it not be possible to deliver goods that are ready for shipping at the specified time as the result of circumstances not attributable to us, the goods shall be stored by us or third parties at the Client’s expense.
9.1. Expenses for fitting and daily (travel and subsistence) allowance rates arising during commissioning shall be borne by the Client, particularly for overtime, and work on Sundays and public holidays in accordance with German law. Travel and waiting time shall be regarded as working hours.
9.2. Costs for outward and return travel, and for the transport of tools and luggage, shall be borne by the Client.
- Use of software
10.1. In so far as the scope of delivery includes software, the Client shall be granted a non-exclusive right to use the supplied software including its documentation. It shall be provided for use on the object of delivery intended for it. The use of software on more than one system is prohibited.
10.2. The Client shall only be permitted to reproduce, edit and translate the software, or convert the object code to the source code, within the scope permitted by law (Section 69 a et seq. of the German Copyright Act, UrhG). The Client undertakes not to remove manufacturer information, particularly copyright notices, or to alter these without the prior express agreement of the supplier.
10.3. All other rights to the software and the documentation including copies shall remain with the supplier and its software suppliers. The granting of sub-licences is not permitted.
- Faults, rectification, replacement delivery
11.1. Natural wear and tear, and damage resulting from improper handling shall be excluded from the guarantee. Should parts that are subject to a high level of wear and tear (such as if being used for up to 40 hours per week or in two-shift operation) become unusable within 6 months, or within 3 months when used in two-shift operation, or their serviceability is significantly impaired, it shall be assumed that the impairment is due to wear and tear, unless this assumption is incompatible with the nature of the item or the nature of the impairment.
11.2. Obvious faults must be reported to us in writing without delay after the transfer of risk. Obvious transport-related damage can only be acknowledged if it is noted on the receipt confirmation. Additional costs arising as a result of a delay in reporting faults shall be borne by the Client. Section 377 of the German Commercial Code (HGB) shall also remain unaffected. Replaced parts shall become our property.
11.3. Complaints regarding concealed faults must be reported in writing without delay once a fault is identified, but no later than 12 months after the transfer of risk. This deadline shall also apply with regard to the statutory limitation for claims for material defects, unless the law stipulates longer periods.
11.4. We shall not accept liability for faults resulting from improper or inappropriate use, faulty installation or commissioning by the Client or third parties, natural wear and tear, improper or neglectful handling, excessive strain, unsuitable equipment, ingress of contaminants, faulty works by third parties, or external influences.
11.5. The Client shall provide us with the necessary time and opportunity to undertake rectification and replacement deliveries, as we are otherwise free of any liability for faults. We shall bear the expenses necessary for the purpose of subsequent performance, particularly transport, labour and material expenses and travel time, in so far as the complaint is justified.
11.6. The expenses necessary for the purpose of rectifying defects or delivering replacements shall be borne by the Client, even if a complaint is justified, to the extent that they increase because of being taken to a location other than the Client’s premises, unless this transfer was agreed with us.
11.7. A claim under the guarantee shall lapse as soon as the Client or a third party that it has instructed undertake their own alterations or maintenance works, including for commissioning, without our written permission, unless we are in default of the undertaking to rectify a defect or we have unjustifiably refused to do this.
11.8. There shall be no entitlement to compensation for losses that did not result from the object of delivery itself, if the claim did not arise on the basis of a warranty.
- Withdrawal, price reduction, compensation for losses
12.1 The Client shall be entitled to withdraw or to have a reduction in price: – if we failed to rectify a defect by the expiry of a reasonable deadline imposed on us for this purpose, – if the repair or purchase of a suitable replacement item is not possible, – if we refuse to rectify a fault.
12.2. Any entitlement on the part of the Client to compensation for losses in place of performance under the guarantee shall be excluded.
13.1. Our liability for our own breaches of duty and for those of our employees and vicarious agents shall be limited to wilful intent and gross negligence, with the exception of liability on the grounds of injury to life, limb and health.
13.2. However, entitlement to compensation for losses for a breach of fundamental contractual obligations shall be limited to foreseeable losses typically provided for in a contract, unless one of the exceptions stated in paragraph 1 exists at the same time.
13.3. In the event that it emerges at a later date that we are incapable of fulfilling the contract and we cannot be held responsible for said incapacity, we shall be entitled to withdraw fully or partially from the contract.
13.4. The purchaser shall be entitled in accordance with the statutory provisions to demand compensation for losses, but which shall be limited to compensation for losses in addition to or in place of performance, and compensation for wasted expenses up to 10% of the value of the part of delivery that cannot be used due to the impossibility of fulfilment.
- Retention of title
14.1. We shall reserve ownership of the object of delivery until all receivables that arose as a result of the business relationship between us and the Client have been paid off in full. Furthermore, we shall reserve ownership of the object of delivery until all receivables that arose and are yet to arise as a result of the business relationship between us and the Client have been paid off in full, irrespective of the legal grounds on which they are based.
14.2. In so far as the validity of this retention of title is related to special requirements or formalities in the Client’s own country, the Client shall be obliged to ensure these are fulfilled and do so at its own expense.
14.3. The Client is only permitted to possess the object of delivery within the proper course of business; other types of disposition, particularly pledges of transfer of ownership, are not permitted. In the event of garnishment or seizure, or other disposition by third parties, the Client must notify us thereof without delay, and make available to us all information and documents that are necessary to safeguard our rights. The attention of enforcement officers or any third party must be drawn to our ownership.
14.4. The delivered goods shall be handled on our behalf without giving rise to any obligations on our part.
14.5. In the event that the Client handles, mixes or combines our goods with other goods not belonging to us, our co-ownership of the new item shall be equal to the ratio of the value of the goods subject to retention of title to the remaining goods at the time of handling, mixing or combination. Should the Client acquire full ownership of the new item, we agree with the Client that it shall grant us co-ownership equal to the ratio of the value of the handled, combined or mixed goods subject to retention of title to the value of the new item, and safeguard this for us free of charge.
14.6. The Client shall now assign to us the claim arising from the resale of the goods subject to retention of title, irrespective of whether the sale takes place without or after handling, combination or mixing, We shall accept the assignment. If the goods subject to retention of title are resold after handling, combination or mixing with other goods not belonging to us, the assignment of the claim shall reflect the value of our goods subject to retention of title. The Client shall be authorised to collect receivables from the resale for as long as it fulfils its obligation arising from the contract. We must be notified without delay of full details of any measures or circumstances that pose a risk to our security interest.
14.7. We shall be entitled, but not obliged, to insure the object of delivery against fire damage, water damage and any other damage at the Client’s expense, unless the Client demonstrates that it has taken out this insurance itself.
14.8. The Client is obliged to notify us without delay of third party access to goods delivered under retention of title and intervention in the rights assigned to us. If we take back the goods delivered under retention of title, the acceptance of goods shall only be regarded as withdrawal from the contract if we expressly notify the Client to this effect in writing.
- Place of performance and competent court
15.1. The place of performance for delivery and payment shall be our factory in Halle/Saale.
15.2. In the event of any disputes arising from the contractual relationship, the action shall be brought before the court that is competent for our factory in Halle/Saale. We shall also be entitled to bring an action at the Client’s headquarters.
15.3. This agreement shall be governed exclusively by German law, with the exclusion of laws on the international sale of moveable goods, even if the Client has its registered office in another country.
16.1. The transfer of the Client’s rights and obligations arising from the contract concluded with us shall require our written permission in order to be valid.
16.2. Should a provision be or become invalid, this shall not affect the validity of the remaining provisions.