Acceptance of General Business Terms of BeRoTeK GmbH
All offers and contracts for goods and services made with BeRoTek GmbH are subject to these general terms and conditions (GTC). They are deemed accepted upon placement of the order or acceptance of the delivery (including partial deliveries). BeRoTek GmbH shall not be bound to divergent conditions of the purchaser, even without express contradiction, unless such conditions are explicitly adopted in writing. Verbal agreements are not binding unless confirmed in writing.
Completion of Contract
2.1 Offers made by BeRoTek GmbH are not binding and without obligation and subject to prior sale. Contracts and agreements shall only become binding upon written confirmation by BeRoTek GmbH. Delivery (including partial delivery) and invoicing are equivalent to a written confirmation. The written confirmation is considered equivalent to a commercial letter of confirmation.
2.2 Information and specifications, in the form of drawings, figures, descriptions, dimensions, weight indications, performance and consumption specifications, usability of devices in connection with new technologies, etc., provided in catalogues and similar documents are not binding, unless stated otherwise. Properties and characteristics of the purchased goods are only guaranteed if and as confirmed in writing. Minor deviations from the description of the goods in the offer are deemed accepted and shall not affect the validity of the contract, provided that the deviations are not unacceptable to the purchaser. This applies in particular to modifications and improvements.
3.2 Documents associated with the offer, such as illustrations, pictures, drawings and weight specifications are not binding, unless explicitly stated otherwise. All documents made available to the contractor prior or upon the completion of the contract remain the property of BeRoTek GmbH and may not be made available to third parties without our explicit consent. If no contract is entered into, or if the contract is terminated, the respective drawings and documents must be returned without delay.
3.3 Delayed delivery shall not entitle the purchaser to any compensation for damages or termination of the contract.
3.4 We shall only be held liable for shipment and delivery terms that have been explicitly guaranteed by us in writing.
3.5 In the event of non-compliance with an agreed binding shipment or delivery date, or if an agreed delivery term has lapsed without performance, the purchaser shall be entitled to grant a period of grace of one month. If delivery is not made within this grace period, the purchaser is entitled to terminate the contract without any further obligations.
3.6 Goods damaged in transit shall only be replaced, if the carrier or BeRoTek GmbH has been notified accordingly at the latest five days after delivery of the goods, or, in the case of hidden defects, upon written notification after detection.
4.2 The goods are shipped at the risk of the purchaser. The risk is passed to the purchaser when the goods are handed over to the carrier, or when they leave our premises upon dispatch, irrespective of whether they are dispatched from the place of performance and any arrangement regarding liability for freight costs. If the goods are ready for dispatch, but dispatch or acceptance is delayed for reasons beyond our control, the risk is transferred to the purchaser upon receipt of notification that the goods are ready for dispatch.
4.5 Transport insurance for goods is only taken out at the explicit request of the purchaser and at his expense.
4.4 We shall be entitled to make partial deliveries.
5.2 The purchaser shall be liable for any taxes, customs fees, and import or export charges and similar fees.
5.3 If requested, we shall deliver and install the devices at the purchaser's premises and provide training for operating staff, at the expense of the purchaser. The charges for such services are calculated on the basis of the valid service price list.
5.4 Orders of a total value of less than € 100 are subject to a surcharge for small orders of € 25.
6.2 In the case of a first order from a new client, and in cases where a purchaser exceeded his credit limit, we reserve the right to request cash in advance or direct debit arrangements. In the event of returns of repaired goods and small orders according to clause 5.4, we reserve the right to request payment by cash on delivery.
6.3 If the purchaser fails to pay by the due date, we may charge interest of maximum 8 percentage points above the current basic interest rate of the German Federal Bank. We also reserve the right to charge reminder fees from the date of first reminder note sent to the purchaser, unless we are able to provide evidence that the damage to us arising from the delay is higher. The interest due on arrears is calculated from the calendar month in which we met our obligations under the contract by shipment, provision for collection or delivery of the ordered goods or completion of services. We reserve the right to retain additional deliveries until all due payments are received.
6.4 Bills of exchange and cheques are only accepted if explicitly agreed between the parties, and for payment only. All bank charges and fees are payable by the purchaser.
6.5 For international payments, all fees and charges are payable by the purchaser.
6.6 If, after entering into the agreement, circumstance should become known to us which put the purchaser's creditworthiness in question, or if the purchaser failed to meet his obligation of payment, we may request immediate settlement of all invoiced amounts due, to cancel the contract in full or in part and/or to request payment in advance for subsequent deliveries. We also reserve the right to request return of already delivered goods, without prejudice to any additional claim for compensation of damages.
6.7 The purchaser shall only be entitled to a right of retention of the goods or offset of his counterclaims, insofar as his counterclaims are explicitly accepted by us or determined to be final and absolute by a relevant court.
7.1 For standard software, the licence agreement and other terms and conditions as specified in electronic form on the supplied data medium (e.g. floppy disk) and/or included in the documentation supplied with the data medium apply. By breaking the seal and opening the medium package, the purchaser accepts the terms and conditions of the software licence agreement.
7.2 The purchaser undertakes to refrain from making the software, in its original form or in the form of a complete or partial copy, available to third parties. The documentation and other printed matter may only be copied or reproduced with our explicit written consent.
7.3 In the event of termination of the contract, and irrespective of the cause or time of termination, the purchaser shall return the original version of the software and any complete or partial copies thereof, the associated documentation and other printed documents supplied by us. Upon termination of the contract, all software data recorded on electronic storage devices owned by the purchaser must be completely erased. The purchaser undertakes to confirm in writing to the vendor that he has not retained, or handed over to third parties, any complete or partial copies of the software, and that all related data has been deleted from his electronic storage devices.
7.4 The parties agree that computer software products are designed for specific purposes according to the latest state of technology and may contain errors. Errors that do not lead to a failure of the software product to perform its functions as described in the documentation are not deemed defects. The software manufacturers shall from time to time provide an update service that allows operators to eliminate minor errors in the programme and to obtain the latest update version of the software free of charge or against a fee.
7.5 The documentation, interface dialogs and printouts of the software products are in the specified language. Unless specified differently, the standard English/US English version of the software is supplied. Software versions in languages other than English might still contain a number of IT-specific terms in English, such as DIR, COPY, etc.
8.2 In the event of non-compliance with an agreed binding shipment or delivery date, or if an agreed delivery term has lapsed without performance, the purchaser shall be entitled to grant a period of grace of one month. If delivery is not made within this period, the purchaser is entitled to terminate the contract without any further obligations.
8.3 If the purchaser wishes to terminate the contract or an order according to article 649 BGB/German Civil Code, or if the purchaser terminates the contract and/or returns the goods with our consent, we are entitled to charge a handling fee of 30% of the net order value.
The purchaser has no right of rescission, even if no order confirmation has been received.
9.2 Claims made in relation to loss of profit, lost savings, indirect and or consequential damage shall be excluded, with the exception of claims regarding defects in guaranteed features, non-compliance with specifications, intent or gross negligence.
9.3 If the purchaser is a registered trader, a legal entity under public law, or a special asset governed by public law, compensation for damages shall be restricted as follows.
a. We shall not be held liable for indirect or consequential damages or loss of profit, provided that the claim does not arise from defects in guaranteed features or non-compliance with specifications.
b. In such cases, liability is restricted to damages that were reasonably foreseeable upon entering into the contract, and according to our knowledge of the situation.
c. BeRoTek GmbH shall only accept liability for loss of data, if this loss has been caused wilfully, or by gross negligence of its staff, and provided that the customer has produced backups at intervals, at least once a day, deemed adequate for the respective application, thus ensuring that the lost data can be restored at reasonable cost.
d. Claims for compensation for damages are statute-barred according to the applicable regulations, at the latest six months after delivery or performance of the defective service.
e. In cases where claims for compensation are restricted or excluded according to the above clauses, these restrictions also apply to claims against employees of BeRoTek GmbH and its subcontractors. Liability according to the Product Liability Act shall not be affected by the above clauses.
Acceptance
The purchaser is obliged to accept deliveries, including partial deliveries without delay. Acceptance of the goods must be confirmed in writing. If the purchaser, for whatever reasons, fails to accept the goods, he shall be deemed in default, even if no reminder notice has been issued or time limit has been fixed, and shall be liable for resulting damages.
Force Majeure
BeRoTek GmbH shall not be held liable for non-compliance or default due to circumstances amounting to force majeure. Such events and circumstances include war and war-like situations, interruption of operations, lack of a workforce, energy or basic materials, strike actions, lockouts and instructions, orders and rules enforced by the authorities.
Our obligations under an agreement with a purchaser shall be suspended for the duration of the force majeure event. After the cessation of the force majeure event, we shall be entitled to supply the ordered goods or to withdraw from the respective contract. If the force majeure event continues for more than 16 weeks, the purchaser is entitled to withdraw from the contract, unless delivery has been made.
Retention of Title
12.1 All our deliveries are subject to retention of title and shall remain the property of BeRoTek GmbH, until the purchaser has fulfilled all his obligations under the contract. In the case of cheque payments, the title is transferred when the cheque is cashed.
12.2 As long as the goods are the property of BeRoTek GmbH, the purchaser shall not pledge the goods or use them as security. Resale is only permitted in the ordinary course of the business of the purchaser. In the event of resale of the reserved property, the purchaser herewith assigns all his claims against the customer to BeRoTek GmbH.
12.3 If the purchaser is in default, fails to make payment or if there are reasonable doubts as to the purchaser's ability to pay or his creditworthiness, he shall not be entitled to dispose of the goods. In such a case, we reserve recourse to our rights laid down in article 455 BGB/German Civil Code, and/or revoke the right of collection of the purchaser against the recipient of the goods. We are then entitled to request the details of the recipient of the goods, notify him of the transfer of claim and collect all payments due to the purchaser from the recipient of the goods.
12.4 If the combined value of the security interests of BeRoTek GmbH exceeds the value of all secured claims by more than 25 %, BeRoTek GmbH shall release a corresponding part of the security interest if so requested by the purchaser.
12.5 For the duration of the retention of title, the purchaser must insure the goods against damage from fire, water, vandalism, burglary and theft. BeRoTek GmbH shall be registered as the beneficiary of these insurance policies and accepts this transfer of benefit.
13.1 Defective goods, including goods lacking a guaranteed property, shall be repaired or replaced. Replacements and repaired goods are covered by the same warranty that applied to the original goods. If repair or replacement fail to rectify the defect, the purchaser is entitled to demand a price reduction or rescission from the contract. A repair is deemed unsuccessful, if several attempts were made and the purchaser cannot be reasonably expected to accept another attempt.
13.2 The purchaser shall have no claim if he fails to notify us in writing within two weeks after receipt of the goods of obvious defects, or within six weeks after receipt of goods of hidden defects. The duties of registered traders as regards examination and complaints in relation to defects as laid down in articles 377 and 378 HGB/German Commercial Code are not affected.
13.3 BeRoTek GmbH shall be entitled to inspect and test the defective goods at its discretion at the purchaser's premises, or might request that the goods be returned. Replaced parts become the property of BeRoTek GmbH.
13.4 The above clauses apply accordingly to claims for rectification or repair, replacement and compensation resulting from consultancy services and advice provided within the context of a contract, or from breach of accessory obligations under the contract.
13.5 Not covered by warranty are defects caused by modifications or repairs made by the purchaser or a third party. In such cases, all warranty shall be voided.
13.6 Warranty rights are not transferable to third parties.
13.7 If the purchaser sells goods supplied by us to a third party, he shall refrain from referring to us in connection with any legal obligations and/or contractual obligations of warranty.
13.8 If the purchaser is a registered trader, notification of defects shall not affect the due date for payment, unless we have accepted liability for the defects in writing or such liability has been established by a final court ruling.
13.9 We reserve the right to refuse acceptance of returned goods where we have not been informed of the reason of return. Accepted defects are eliminated free of charge at our premises or at the premises of the purchaser, as chosen by us. Auxiliary costs, such as costs for packaging material, transport, etc., are payable by the purchaser. Repairs, improvements or replacements do not affect the initial period of warranty.
13.10 Warranty shall be limited to an agreed period of time from the date of transfer of risk. The warranty for spare parts is limited to 30 days from the day of dispatch or installation by BeRoTek GmbH staff respectively.
13.11 BeRoTek GmbH shall not be held liable for compensation of damages resulting from defects.
14.2 In order to establish whether returned goods are covered by warranty, we require a copy of the relevant purchase invoice or binding offer. Goods for which it cannot be established whether they are covered by warranty shall not be repaired. These goods are sent back to the purchaser against an handling fee.
14.3 For repairs, the goods must be returned complete, including manuals, connecting cables, driver disks, etc., in their origional packaging. The transport charges or postage is payable by the purchaser. We reserve the right to reject warranty claims for goods returned to us in packaging other than the original packaging. Damage to goods in transit resulting from unsuitable packaging are not covered by warranty!
14.4 For goods that are returned without a detailed description of the error or fault (please note: label "DEFECTIVE" is not sufficient!), we reserve the right to carry out a diagnostic procedure (payable by the purchaser) or to return the goods unrepaired to the purchaser against a handling fee.
14.5 In the case of erroneous complaints (i.e. no error or defect detectable), the goods shall be sent back to the purchaser against a handling fee. BeRoTek GmbH reserves the right to invoice the purchaser for fixed costs charged of its suppliers. Products that were not purchased from BeRoTek GmbH and that have been returned shall not be repaired and shall be sent back to the purchaser against a handling fee.
15.2 If the supplied goods were produced according to drawings or instructions of the purchaser, the purchaser shall indemnify us against any claims, liabilities and costs arising in connection with the violation of patent rights, commercial property rights, trademark rights, or utility models held by third parties. The purchaser shall advance adequate funds covering the potential legal costs.
15.3 If goods supplied by us are subsequently exported by the purchaser, he is obliged to comply with all relevant statutory regulations. This also applies to goods produced in the US that are to be reimported into the US.
16.2 If the purchaser, after entering into a contract, transfers his registered offices, domicile or ordinary residence to a place outside the Federal Republic of Germany, or if his residence is unknown, Ingoldstadt shall be the place of jurisdiction, as far as this is legally possible.
16.3 All contracts are governed by German law. The clauses of the Uniform Sales Code and the Uncitral Regulations shall not apply.
Severability
17.1 The decision or declaration that one or more of the clauses are null and void shall have no effect on the remaining clauses. Invalid clauses shall be replaced by clauses that best reflects its commercial and technical purpose by means of interpretation of the agreement.
Miscellaneous Provisions
18.1 BeRoTek GmbH shall use data, made available to the company in the course of its contractual relationship with the purchaser, within its own company, including subsidiaries, for its own commercial purposes, and in accordance with the data protection legislation.
18.2 Amendments to these terms and conditions must be made in writing. This applies also to clause
18.2.
Signed by BeRoTek GmbH Management
You are interested in our offers or services? Don't hesitate to get in touch!
