ENVARIS GmbH general terms and conditions
§ 1 Validity of the conditions
1. Our deliveries, services and offers are subject to these terms and conditions. They are also applicable to all future business relations, even if they are not specifically agreed again. By accepting the goods or services, these terms are considered as agreed. A client’s confirmation with regards to their business conditions or conditions of purchase is hereby expressly contradicted.
2. All contractual agreements between the customer and ourselves are recorded in writing.
3. Our terms of sale only apply to companies, legal entities of public law and public law special funds.
§ 2 Offer and contract agreement
1. Our offers are non-binding. A contract is only valid upon receipt of our written confirmation.
2. Our employees are not authorised to offer verbal agreements or verbal assurances which go beyond the content of the written contract.
3. The final contract is subject to correct and timely delivery by our suppliers. This applies only in the event that the non-delivery is not attributable to us, in particular if a congruent coverage transaction is concluded with the supplier. The customer is immediately informed about the unavailability of the service and reimbursed straightaway.
4. Drawings, illustrations, dimensions, weights or other performance data are only binding if they are included in the technical product description.
5. We reserve ownership and copyright for any Illustrations, drawings, calculations and other documents – also in electronic form. This applies particularly to documents marked “confidential”. Before passing relevant documents to third parties the customer requires our written consent.
§ 3 Prices and Payment terms
1. Unless the order confirmation states otherwise, our prices are “off the shelf”, excluding packaging; this is invoiced separately.
2. We reserve the right to change our prices should, after signing of the contract, cost reductions or cost increases occur, in particular due to collective agreements or material price changes. We will provide proof of this to the customer on request.
3. Deduction of discount requires special written agreement.
4. The statutory regulations apply regarding the consequences of late payment.
5. We are entitled to offset payments against older debts, regardless of contrary instructions by the customer. We will inform the customer about the type of settlement. If costs and interest payments have already been incurred, we are entitled to offset the payment first against the costs, then the interest payments and finally against the principal service.
6. The customer shall only have the right to offset any counterclaims he/she has where such claims have been found to be legally valid, are uncontested or have been recognised by us. Moreover, the customer shall be entitled to exercise any right of retention only insofar as his/her counterclaim is based on the same contract.
§ 4 Delivery and service times
1. Delivery dates or deadlines are only binding if they are confirmed in writing by us.
2. We are not bound by confirmed deadlines if delivery and service delays occur due to force majeure and events which considerably complicate the delivery either temporarily or to the extent which makes it impossible for us to fulfil the service. Such events include, in particular, strike action, lockout, official orders etc., even if they take place at our suppliers or their subcontractors, or third parties responsible for fulfilling our contractual obligations. You agree for us to postpone delivery or service completion for the duration of the hindrance, plus a reasonable lead time, or to partially or completely withdraw from the contract due to the unfulfilled aspects.
3. If the hindrance lasts longer than three months, the customer is entitled to withdraw from the contract due to the unfulfilled aspects following a reasonable grace period. The customer has no claim for compensation if the delivery or service fulfilment is delayed, or we are released from our obligation. We can only refer to the above mentioned circumstances if we notify the customer immediately.
4. If we are responsible for delays or the non-fulfilment of the agreed deadlines, our liability for each completed week of the delay is at a half percent of the invoice value (excluding VAT.) relating to the affected deliveries and services, with an overall limit of five percent of the invoice value of the affected deliveries and services. Additional claims are excluded, unless the delay is due to gross negligence on our part.
5. We are entitled to make partial deliveries and partial services fulfilments at any time, unless the partial delivery or partial services fulfilment is unreasonable for the customer.
6. Compliance with our delivery and service obligations presupposes the timely and proper fulfilment of the customer’s obligations.
7. If the customer is delaying the acceptance of deliveries or services, we are entitled to demand compensation for the damage incurred by us. In the case of delayed acceptance, the risk of accidental deterioration and accidental loss passes to the customer.
§ 5 Transfer of risk
The risk passes to the customer as soon as the consignment has been handed over to the person undertaking the transport or the consignment has left the warehouse for shipment. If the shipment is delayed at the request of the customer, the risk transfers to the customer upon notification of readiness for shipment.
§ 6 Warranty
1. The condition of the goods is as agreed in the technical product description. Public statements, recommendations or advertisements do not contain any binding description of the agreed condition of the goods. Profitability calculations and associated earnings forecasts are merely examples of calculations and are not binding.
2. Discolorations on modules that do not affect their ability to function are not regarded as deviation from the agreed quality.
3. Customer claims arising from defects assume that the customer has, in accordance with § 377 of the German Commercial Code (HGB), duly satisfied his duty to examine the delivery item and to make a complaint in respect of a defect immediately.
4. If a product is damaged, we are entitled to either repair the affected product or deliver a new, non-faulty product. In the case of repair, we are obliged to bear all costs associated with the repair, including transport, travel, labour and material costs, as long as these are not increased by the fact that the goods were shipped to a place other than the initial place of fulfilment.