General Terms and Conditions (GTC)
of the company
Lüderitzer Weg 6
§ 1 Area of Validity
- (1) These terms and conditions shall apply only toward companies, legal entities under public law, and special funds under public law by the definition of section 310 paragraph 1 of the German Civil Code. We will not acknowledge any adverse provisions or any Purchaser's provisions deviating from our GTCs, unless we accepted these other provisions expressly in writing.
- (2) These terms and conditions shall also apply to all future business transactions with the Purchaser, as far as it concerns legal transactions of a related kind.
§ 2 Offer and Contract Conclusion
- If an order is to be considered an offer pursuant to section 145 of the German Civil Code (BGB), we can accept it within two weeks.
§ 3 Documents Provided
- We reserve rights of ownership and copyright of cost estimates, drawings and all other documents provided by us. These documents must not be disclosed to any third parties without our written consent. If no order is placed within the period mentioned in § 2, then all documents must be immediately returned.
§ 4 Products / Software
- (1) Our Products are subject to technological progress. Technical modifications and changes in form, colour and/or weight shall remain within the limitations of what can be reasonably expected and lie within standard commercial limits.
- (2) The Purchaser acknowledges that software products are by nature complex and not entirely error-free. We do not guarantee that the Software is error-free. The Purchaser is entitled to use only the quantities of Software for which licenses have been purchased.
§ 5 Repairs
- The delivery of repair orders will be paid for by the Purchaser. Repairs shall only be done in our own workshop, or a workshop of our choice. If required, we can make a cost estimate. If the repair is not ordered, the price of each cost estimate is Euro 65.00 excluding postage, packing and VAT. Unless specially requested, return of products will always be by normal parcel post. Specially required means of shipping will be done at the expense of the customer. We will provide a 6 months warranty on all repairs.
§ 6 Prices and Payment
- (1) All prices provided are for delivery ex works and excluding packaging, plus the statutory rate of value added tax unless otherwise agreed upon in written form. Packaging costs will be billed separately.
- (2) Payment of purchase price is to be made in entirety to the overleaf-specified account.
- (3) Unless otherwise agreed, the full purchase price is to be paid within 10 days of receiving delivery. The default interest rate shall be 8% above the respective base rate p.a. We reserve the right to assert claims for larger damages caused by delay.
- (4) If no fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in wage costs, material costs and distribution costs for deliveries occurring 3 months or later beyond the formation of the contract.
§ 7 Right of Return
- (1) A return (return or replacement) without legal or contractual entitlement is impossible. If not legally or contractually entitled to a return, all shipping costs, as well as all costs for the original shipping, packing and service fees for any returned products will be paid by the customer.
- (2) Before the Purchaser exercises the right of return, he must contact our customer services, to arrange further procedures and enable a fast completion of the return. For this purpose, our hotline is +49 (0)39361-96717.
§ 8 Right of Balancing Accounts or Retention
- The Purchaser may exercise any rights on balancing accounts or of retention of money only insofar as his counterclaims are conferred upon us as legal or deemed undisputed. Based on the same contractual relationship, the Purchaser is authorized to exercise his right of retention only insofar as his counterclaim.
§ 9 Delivery Time
- (1) The commencement of the delivery period specified by us is dependent on the Purchaser's fulfillment of its obligations in a timely and proper manner. The plea of a non-performance of the contract remains reserved.
- (2) If the Purchaser delays acceptance or if he infringes other obligations to cooperate, we shall be entitled to claim damage, including additional expenditures. Further claims shall remain reserved and unaffected. Insofar as the above conditions are fulfilled, the risk of accidental loss or accidental deterioration of the equipment shall pass to the Purchaser at the time at which the latter falls into default of acceptance or payment.
§ 10 Passing of Risk upon Dispatch
- If the consignment is being shipped to the Purchaser at the latter’s request, then the risk of its accidental destruction or deterioration shall pass to the Purchaser no later than when the consignment leaves the factory / warehouse. This shall apply regardless of whether shipping of the goods is from the place of fulfilment and regardless of whom bears the shipping costs.
§ 11 Retention of Title
- (1) We reserve the title to the supplied product until all payments under the contract of delivery have been received. This also applies to all future deliveries, even if we do not always make reference to it. We are entitled to take back the object of purchase if the Purchaser acts in violation of the contract.
- (2) The Purchaser shall be obliged to treat purchased objects with care; in particular, he shall be obliged to take out, at his own expense, a fire, water and theft insurance in the amount of the fixed value of the objects to be insured. Necessary maintenance and inspection works shall be carried out by the Purchaser in due time and at the Purchaser’s own expense. In the event of seizure or other interventions by third parties, the Purchaser shall be obliged to notify us immediately in writing. Insofar as the third party is not able to reimburse to us, the costs for courtroom, or for out-of-court proceedings in accordance with section 771 German Code of Civil Proceedings, the Purchaser shall be liable for the loss incurred by us.
- (3) The Purchaser shall be entitled to resell the purchased object in the ordinary course of business; however, the Purchaser shall immediately assign to us any and all claims accruing to him from the resell to his buyers or to any third party in the amount of our final invoice (including value added tax). This is irrespective of whether the purchase object was or was not further processed before the resale. The Purchaser shall remain entitled to also collect this receivable after the assignment. This provision shall not affect our right to collect the receivable ourselves. However, we shall be obliged to refrain from collecting the receivable, so long as the customer complies with payment obligations from any earnings gained, so long as he is not in delay with his payments and, in particular, so long as no insolvency proceedings are instituted against him and payments are not suspended.
§ 12 Warranty, Notice of Defects, Recourse, Manufacturer‘s Recourse
- (1) The Purchaser’s rights under claims for defects and all claims for compensation assume that the Purchaser has properly discharged all obligations of examination and notifying us of defects due under Section 377 of the German Commercial Code.
- (2) Any warranty claims for defects shall become statute-barred within 24 months of delivery to the Purchaser. Warranty is ruled out for the delivery of second hand items/used goods. Our consent must be obtained prior any return of goods.
- (3) If, in spite of all care taken, the purchased objects supplied show any defect that was already present at the time of transfer of risk, we shall, subject to the Purchaser’s complaint about the defect having been raised in time, either remedy the defect or, if we so choose, supply a replacement. We must always be given the opportunity to make good any defect within a reasonable deadline. Any rights of recourse remain unaffected by this provision.
- (4) If the supplementary fulfilment fails, then the customer can, at his discretion, irrespective of possible damage claims, withdraw from the contract.
- (5) Claims of the Purchaser, based on defects, shall not be valid in case of only irrelevant variance from the agreed condition, at only insignificant impairment in utility, in case of normal wear and tear or damages that have occurred after transferring the risk due to incorrect or negligent handling, excessive loads, unsuitable equipment, imperfect workmanship, or which arise due to special external circumstances. If improper modifications or repairs are conducted by the customer or third parties, they are not entitled to assert claims for damages based on the consequences resulting thereof.
- (6) If a defect is attributable to a defective product of a supplier, who is not our vicarious agent, the claims of the Purchaser shall be limited to the assignment of the company visuSolution GmbH’s claims against the supplier. This shall not apply if deficiencies arise for reasons attributable to the Purchaser, e.g. due to unsuitable or inappropriate use of the products of the supplier. If the Purchaser cannot first assert his claim extrajudicially against the supplier, the subsidiary defect liability of the company visuSolution GmbH is not affected.
- (7) Claims on the part of the Purchaser for necessary costs for the purposes of repair incurred because the goods were taken to a different location following delivery are excluded where they increase transport costs, unless said transfer complies with normal use.
- (8) The Purchaser has statutory rights of recourse against us only insofar as the Purchaser has not reached any agreements with his Purchaser that go beyond the statutory claims for defects. Paragraph 7 also applies accordingly for the scope of the Purchaser’s right of recourse.
§ 13 Miscancellous
- (1) This contract and the entire legal relationship between the two parties shall be subject to the laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG 4/11/1980).
- (2) Place of performance and exclusive court of jurisdiction for all disputes arising from this contract is, unless otherwise specified in the confirmation of the order, our registered offices.
- (3) All agreements that are made between the parties for the purpose of the execution of this contract are stipulated in this contract.
- (4) Should any individual provisions of this contract be or become invalid or contain any loopholes, all other provisions shall remain unaffected. The parties shall undertake to replace the ineffective provision or fill the loophole contained within it by agreeing on the legally permissible regulation that comes closest to the commercial purpose of the invalid provision.