General terms and conditions of business

The rules we play by

1. Scope of application

(1) Our General Terms and Conditions apply exclusively. We do not accept any terms and conditions that conflict with or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out deliveries and services without reservation despite being aware of terms and conditions that contradict or deviate from our General Terms and Conditions.

(2) Our General Terms and Conditions shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB (German Civil Code) and institutions of the public sector.

2. Offers

(1) If an order qualifies as an offer according to § 145 BGB, we may accept this offer within two weeks.

(2) We reserve proprietary rights and copyrights to illustrations, drawings, calculations and other documents. Before passing them on to third parties, a recipient requires our express written consent. This applies in particular to written documents designated as “confidential”. All our offers are subject to confirmation with regard to services, quantity and ancillary services, unless a binding period is expressly stated in the offer. If an offer is expressly designated as binding, but without specifying a binding period, we shall be bound by the offer for 4 weeks from the date of the offer.

3. Prices, terms of payment

(1) Unless otherwise stated in the order confirmation, our prices are ex works.

(2) The statutory value added tax is not included in our prices; it shall be shown separately in the invoice at the statutory rate on the day of invoicing and added to the total price.

(3) The deduction of a discount requires a special prior written agreement.

(4) Unless otherwise stated in the order confirmation or invoice, the purchase price is due for payment without deduction within 14 calendar days of the invoice date. The statutory regulations concerning the consequences of late payment shall apply.

(5) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or recognized by us. Furthermore, the customer shall only be entitled to exercise a right of retention to the extent that a counterclaim is based on the same contractual relationship.

4. Delivery period

(1) The start of the delivery period stated by us presupposes the clarification of all technical questions. Compliance with our delivery obligation also presupposes the timely and orderly fulfilment of the customer’s obligation. We re-serve the right to plead non-performance of the contract.

(2) If the customer is in default of acceptance or if he culpably violates his other obligations to cooperate, we shall be entitled to claim compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved.

(3) Insofar as the prerequisites of the previous paragraph are met, the risk of a deterioration or loss of the object of purchase or other service shall pass to the customer at the point in time at which the customer is in default of acceptance or default.

5. Transport and transfer of risk

(1) Unless otherwise stated in the order confirmation, delivery shall be ex works.

(2) We reserve the right to insure deliveries against transport damage and loss. Obvious losses or damage during transport shall be noted by the customer on the freight receipt with a corresponding reservation. The customer is obliged to notify us of any damage and/or loss immediately after delivery so that we can file our claims against the transport insurer. Damages or losses caused by the transport do not release the customer from full payment of the purchase price to us. In exchange to the payment of this purchase price, we hereby assign to the customer all claims against third parties arising from damage or loss during transport. The customer accepts the assignment.

(3) The risk shall pass to corporate customers and public institutions as soon as the goods are handed over to the commissioned transport company. This shall also apply if we bear the costs of transport and/or insure it on the basis of individual agreements.

6. Liability for defects

(1) The customer’s claims based on defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

(2) If there is a defect in the object of sale, we shall be entitled, at our option, to supplementary performance in the form of rectification of the defect or delivery of a new defect-free object. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of supplementary performance, in particular transport routes, labour and material costs, insofar as these are not incurred by the fact that the object of sale is taken to a place other than the original destination. The expenses required for the purpose of supplementary performance must not exceed the respective purchase price in total.

(3) If the supplementary performance fails after at least two attempts, the customer shall be entitled, at his option, to demand withdrawal or a reduction of the purchase price.

(4) We shall be liable for defect claims in accordance with the statutory provisions insofar as the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage, up to a maximum of the respective total price of the purchased objects or services.

(5) We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation. In this case too, however, our liability for damages shall be limited to the foreseeable, typically occurring damage, up to a maximum of the respective total price of the purchased objects or services.

(6) Insofar as the customer is otherwise entitled to compensation for the damage instead of the purchased objects or services due to a negligent breach of duty, our liability shall be limited to compensation for the foreseeable, typically occurring damage, up to a maximum of the respective total price of the purchased objects or services.

(7) Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.

(8) Unless otherwise agreed above, liability shall be excluded.

(9) The limitation period for claims based on defects is 12 months, calculated from the transfer of risk. This shall not apply if the object of sale is normally used for a building and has caused the defect.

(10) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected. It amounts to 5 years, calculated from delivery of the defective item.

7. Total liability

(1) Any further liability for damages than provided for in Clause 6 is excluded regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or delictic claims for compensation for material damage in accordance with § 823 BGB.

(2) The limitation according to the previous paragraph shall also apply if the customer demands the reimbursement of useless expenses rather than a claim for damages instead of the purchased objects or services.

(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

8. Retention of title

(1) We reserve title to items of purchase, in particular to the purchased goods, until receipt of all payments from the delivery contract. In the event of the customer acting in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased goods or other services. If we take back the object of sale, this shall constitute a withdrawal from the con-tract. After taking back the object of sale, we shall be entitled to sell it; the proceeds of such sale shall be set off against the customer’s liabilities less reasonable selling costs.

(2) The customer is obliged to treat the services and the purchased goods with care; in particular is he obliged to insure them sufficiently at his own expense against fire, water and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out timely at his own expense.

(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can bring suit in accordance with § 771 ZPO (Civil Process Order). Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs of a suit pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(4) We oblige to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is up to us.

9. Consulting, support, and other services

(1) Insofar as we provide consulting, support or other services, we shall be entitled to determine the consultants and system specialists to be employed for the execution of the contractually agreed services and to have services executed by third parties at our reasonable discretion. The personnel employed by us is not subject to the instructions of the customer, regardless of the place of service.

(2) Insofar as no specific procedure has been agreed, we shall perform the services at our reasonable discretion and in accordance with the proven state of the art.

(3) The responsibility for project organization and planning as well as for project reporting lies with the customer. The respective project manager of the customer bears the overall responsibility for the professional, timely and budget-compliant realization of the service or project. Our project manager will support the customer’s project manager in this. Our project manager is responsible for the management of our project team as well as the assigned employees in technical and disciplinary regard, independent of the place of service.

10. Obligations to cooperate

(1) The customer shall ensure that all cooperation services necessary for the provision of the agreed services are provided on time, completely and free of charge for us. All services to be rendered by the customer are a prerequisite for our contractual provision of services. If the customer does not perform these services or does not perform them on time, any resulting increases in charges or postponements of deadlines shall be borne by the customer.

(2) The customer shall ensure access to his communication and data processing systems for us, if necessary. Access is via workstations at the customer’s and, if necessary, via a remote connection for us.

(3) The customer shall report faults in writing in a comprehensible and detailed form, stating all information useful for fault detection and analysis. In particular, the work steps that led to the occurrence of the malfunction, the frequency of occurrence as well as the effects of the malfunction shall be indicated.

(4) The customer shall be responsible for proper data backup insofar as corresponding services are not to be provided by the contractor in accordance with the contractual agreements. Proper data backup includes all technical and / or organizational measures to ensure the availability, integrity and consistency of the IT systems, including the data, programs and procedures stored on these IT systems and used for processing purposes. Proper data storage means that the measures taken, de-pending on the data sensitivity, enable an immediate or short-term restoration of the condition of systems, data, programs or procedures after a detected impairment of availability, integrity or consistency due to a damaging event; the measures include at least the production and testing of the reconstruction capability of copies of the standard software, da-ta and procedures in defined cycles and generations.

11. Rights of use

(1) Only upon full payment of the agreed remuneration shall the customer receive from us the non-exclusive right to use services and/or the results of the services and consultancy work for an unlimited period of time and space. For the duration of use until full payment, we transfer the simple rights of use revocably subject to full payment.

(2) The information and images used by us in our documents are protected by copyright. All rights remain reserved.

12. Data protection, confidentiality

(1) Insofar as the prerequisites for data processing in accordance with the General Data Protection Regulation (GDPR / DS-GVO) are met, the parties shall conclude an agreement on data processing in accordance with Art. 28 GDPR / DS-GVO which satisfies the statutory requirements.

(2) We shall treat essential and not generally known matters of our customers confidentially. This shall also apply in the reverse case to our matters of which our customers have become aware. Documents and services which the contractual partners make available to each other may only be used for the contractually intended purpose. Any duplication or transfer to third parties beyond this is not permitted.

13. Services under a contract for work and services, acceptance

(1) Insofar as contractual services are agreed between the parties, the statutory provisions shall apply.

(2) In the event of productive use of the services rendered by us, acceptance shall be deemed to have been granted even without formal documentation.

14. Change in financial circumstances

If essential deteriorations occur in the financial circumstances of the customer, which raise doubts about his solvency, we are entitled to withdraw from the contract or to retain the deliveries and services and to set the customer a reasonable deadline for advance payments or the provision of securities. After expiration of this period we are entitled to the resignation of the contract. The costs and the risk of a susceptible reverse transaction carries the customer culpa in contrahendo. Further claims for damages remain reserved.

15. Dispute resolution

The European Commission provides a platform for out-of-court online dispute resolution (OS Platform), which can be accessed at www.ec.europa.eu/consumers/odr. We are neither obliged nor willing to participate in the dispute resolution procedure.

16. Severability clause

Should any provision of these General Terms and Conditions be or become null and void or contestable or for any other reason invalid, the remaining General Terms and Conditions shall remain valid. In such a case, instead of the void, contestable or ineffective provision, a provision shall be deemed agreed which comes as close as possible to its intended purpose and guarantees a corresponding economic success. § 139 BGB does not apply.

17. Place of jurisdiction, place of service

(1) If the customer is a merchant, our place of jurisdiction shall be Ingolstadt. However, we are entitled to also sue the customer at his domicile court.

(2) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of service.

 

14th version of 19th July 2020

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bluvisio GmbH
Telephone: +49 6027 4629 971
Email: info@bluvisio.de

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