Terms & Conditions

Kutzschbach Electronic GmbH & Co. KG

1. Purpose and scope

The following General Terms and Conditions (GTC) apply to all contracts, services, orders and orders between Kutzschbach Electronic GmbH & Co. KG (hereinafter Kutzschbach) and its customers. They only apply if the customer is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310 Paragraph 1 Sentence. 1 BGB is.

The General Terms and Conditions also apply to all future transactions between the parties and even if we provide our contractually owed services despite being aware of different or conflicting conditions. Differing or conflicting conditions Differing, conflicting or supplementary general terms and conditions of the customer do not apply, even if we do not specifically object to their validity in individual cases. Individual agreements made with the customer in individual cases take precedence over these General Terms and Conditions. A written contract or a written confirmation from us is decisive for the content of such agreements.

2. Offer, conclusion of contract, documents

Our offers are always subject to change and non-binding unless they are expressly marked as binding. They should only be understood as an invitation for the customer to submit an offer. The customer is bound to his order for two weeks. The contract is concluded when we expressly confirm the order or carry out the delivery within the deadline.

We reserve the right to make technical and design changes to the subject matter of the contract without prior notice during the delivery period, provided that the subject matter of the contract and its appearance do not undergo any commercially unreasonable changes for the customer. In particular, technical changes, improvements and adaptations to the latest state of science and technology, improvements in construction and material selection are reasonable. All quantities, dimensions, colors and weights are within the usual commercial tolerances.

We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to written documents that are designated as “confidential”. Before passing it on to third parties, the customer requires our express written consent.

3. Delivery time, withdrawal from the contract

Agreed delivery times begin with the conclusion of the contract, but usually not before receipt of an agreed deposit.

The delivery deadline is met if the delivery item has left Kutzschbach's premises or readiness for dispatch has been reported by the time it expires.

Unless expressly agreed otherwise, binding delivery dates and deadlines must be confirmed by us in writing. Subsequent requests for changes and additions from the customer extend the delivery time appropriately.

If the delivery owed is significantly delayed due to unforeseeable circumstances beyond our control (e.g. labor disputes, operational disruptions, transport obstacles, official measures - including suppliers - as well as late self-delivery), we are entitled to withdraw from the contract in whole or in part or, at our discretion, to do so Delivery to postpone the duration of the disability. We will use all reasonable efforts to make deliveries. Otherwise, the consideration will be refunded immediately. In the event of unavailability or only partial availability, the customer will be informed immediately.

A grace period set by the customer for performance or supplementary performance may not be less than two weeks.

4. Transfer of risk, packaging

The risk passes to the customer as soon as the ordered goods are handed over to him or a third person carrying out the transport. If shipment is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the day the item is ready for shipment.

Transport and other packaging within the meaning of the Packaging Ordinance will only be taken back if it is made available immediately after delivery or at a later delivery. If the packaging is taken back, a fee of 1% of the value of the goods will be charged for the transport of the packaging. The customer's right to bring the packaging to Kutzschbach's headquarters at his own expense remains unaffected.

5. prices and payment conditions

Unless our order confirmation states otherwise, our prices apply “ex works”. Our prices include packaging. In addition, there is a flat rate for shipping costs and VAT at the respective statutory rate.

We charge the prices agreed upon conclusion of the contract, which are based on the cost factors applicable at that time. If there are more than 4 months between the conclusion of the contract and the delivery date and the cost factors, in particular materials, wages, freight, duties, etc., change, we are entitled to make a price change in line with the actual increase in costs.

Payments are generally due upon receipt of the invoice without deductions, unless other arrangements have been made. Payments by check are only considered payment once they have been credited to our account.
The customer is only entitled to offsetting and retention rights if his counterclaims have been legally established or recognized by us. The customer can only assert a right of retention based on counterclaims from the same delivery/service.

If the customer defaults on a payment or if there are concrete indications of imminent insolvency of the customer, we can stop further work on current orders and demand appropriate security for the fulfillment of the contract. If the customer does not provide such security within a reasonable period of time, we are entitled to withdraw from the contract (or contracts) and to invoice the customer for the costs incurred up to that point, including lost profits.

6. Liability for defects when purchasing hardware and software

The customer's claims for defects require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). Visible defects must be reported in writing immediately after receipt of the delivery; hidden defects must be reported in writing immediately after discovery.

Liability for material defects begins with hardware and standard software upon delivery of the contractual items. In the event that the purchased item is defective, we initially have the right to supplementary performance, whereby we can refuse the supplementary performance alternative chosen by the customer under the conditions of Section 439 Paragraph 3 of the German Civil Code (BGB). If the defect is eliminated, we will only bear the expenses up to the amount of the purchase price of the defective product.

If subsequent performance fails or we refuse subsequent performance, the customer is entitled, at his discretion, to demand withdrawal or a reduction in price. A repair is deemed to have failed after the unsuccessful second attempt, unless the nature of the item or the defect or other circumstances indicate otherwise.

7. Liability for defects in individual software

Individual software is software that we have specially programmed or adapted to the customer's specifications. The following regulations apply with regard to individual software.

It should be noted that basically no software or IT infrastructure on the market is completely safe and free of defects for all application conditions. This is due, among other things, to the large number of viruses in circulation and to the fact that there are fundamental security risks that may not yet be able to be counteracted given the current state of technology. We cannot, per se, provide any protection against improper operation or changes to the individual software created, against possible contamination of software components with computer viruses or other malware, or against other security gaps for which we are not responsible. Protection against errors from the customer's risk area, from third-party providers of software and hardware or from other third parties, in particular against errors caused by improper operation or modification of the applications or third-party software, by contamination of corresponding components with computer viruses, use of unsuitable data carriers , faulty hardware, failure of the power supply or data-carrying lines, errors due to a lack of information security, unsuitable environmental conditions at the location where the applications are operated/accessed or force majeure are not our responsibility. Subject to this restriction, we guarantee that the software can be used in accordance with the program description valid at the time of delivery to the customer and has the properties guaranteed there. Claims for defects do not apply if there is an insignificant deviation from the agreed or assumed quality and if the usability is only insignificantly impaired.
It should be noted that it is not possible to develop software so that it is error-free for all application conditions. Subject to this restriction, we guarantee that the software can be used in accordance with the program description valid at the time of delivery to the customer and has the properties guaranteed there. An insignificant reduction in usability is not taken into account.

The warranty period for individually developed software begins with acceptance.
If software developed by us proves to be unusable or defective, the delivered software will be taken back within the statutory warranty period and replaced with new software of the same title. If this software also turns out to be unusable or faulty and we are unable to make it usable with reasonable effort and within a reasonable period of time, the customer has the right, at his discretion, to reduce the purchase price or return the software and refund the purchase price.

There is generally no further warranty obligation for individual software.

The customer is solely responsible for selection, installation and use as well as for the intended results. Furthermore, there is no warranty for versions of software changed or edited by the customer unless it can be proven that existing defects have no connection with the changes or edits.

8. Installation of systems and software, acceptance

If systems are to be delivered that consist of various hardware and software components, the setup of the ordered systems and the installation of software at the customer's premises are only part of the contract if this has been expressly agreed.

In the case of individual software, it is also checked whether the program description valid at the time of delivery to the customer is fulfilled.

9. Liability

1) We are liable - regardless of the legal basis - only if the typical damage foreseeable at the time the contract was concluded a) was caused by culpable violation of an essential contractual obligation (cardinal obligation) in a way that jeopardized the achievement of the purpose of the contract or b) was due to gross negligence or intent is.

2) Liability for damages resulting from injury to life, body or health that is based on a negligent breach of duty or an intentional or negligent breach of duty by our legal representative or vicarious agent is neither excluded nor limited by this provision.

3) The limitation of liability in accordance with paragraph 1 applies equally to damage caused by gross negligence or intent by our employees or agents.
The limitations of liability in accordance with paragraphs 1 to 3 also apply mutatis mutandis to the benefit of our employees and agents.
Any liability based on the Product Liability Act remains unaffected.
Our liability does not apply in the event of non-performance or poor performance or the causing of damage if a form of force majeure is responsible. Strikes, lockouts and similar circumstances are equivalent to force majeure.
Unless otherwise agreed separately, we are not liable for the loss of data and/or programs to the extent that the damage is due to the customer failing to back up data and thereby ensure that lost data can be restored with reasonable effort can be.
The customer is solely liable if the execution of his order, in particular when creating software according to the customer's specifications, violates the rights, in particular industrial property rights, of third parties.

10. Copyright, reproduction

The customer may only reproduce the software to the extent that this is necessary for the proper operation of the software or for backup purposes. However, in principle only a single backup copy may be made and stored. This backup copy must be marked as that of the software provided.
The customer is obliged to take appropriate precautions to prevent unauthorized access by third parties to the software and the documentation. The original data carriers supplied and the backup copies must be stored in a location secured against unauthorized access by third parties. The customer's employees must be emphatically advised to comply with these contractual conditions and the copyright provisions.
The customer is not permitted to make any further copies, including printing the program code on a printer or photocopying the manual. Any additional manuals required for employees should be obtained from the supplier.

11. Distribution of Software

The customer is entitled to pass on software in its original state and as a whole to a subsequent user.
When software is handed over, the right to use it is transferred to the subsequent user, who thereby replaces the customer within the meaning of this contract. At the same time, the customer's authorization to use expires.
Upon passing on the software, the customer must immediately and completely delete or otherwise destroy all copies and partial copies of software as well as modified or edited versions and copies and partial copies made thereof. This also applies to all backup copies.

12. Other Rights

All further rights to use and exploit software developed by us are reserved. In particular, neither the customer nor subsequent users have the right to distribute, rent, or otherwise make available to third parties copies of software in the original version or in modified or edited versions or otherwise use it in a way that goes beyond the originally intended use.
The respective general terms and conditions of business and contract of the manufacturers or suppliers of software and hardware also apply.

13. Retention of Title

We reserve ownership of the purchased item until all payments from the existing current account relationship (business relationship) with the customer have been received; the reservation relates to the recognized balance. If the customer behaves in breach of contract, particularly in the event of late payment, we are entitled to take back the purchased item. The taking back of the purchased item by us does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. The seizure of the purchased item by us always constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale are to be offset against the customer's liabilities - less appropriate realization costs.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss incurred by us.

The customer is entitled to resell the purchased item in the ordinary course of business; However, he now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing . The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, does not default on payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.

We undertake 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 20%; We are responsible for selecting the securities to be released.

14. Place of performance, place of jurisdiction, applicable law, effectiveness, other

The place of fulfillment for deliveries and payments is our company headquarters.
All legal relationships or legal actions in the relationship between us and the customer are subject exclusively to the law of the Federal Republic of Germany. The Uniform Sales Act, the Uniform Sales Act, the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods are excluded.
The exclusive place of jurisdiction for disputes arising from the contractual relationship, including check, bill of exchange and document processes, is if the customer is a merchant within the meaning of the German Commercial Code (HGB) or has no general place of jurisdiction in Germany. Nördlingen. We reserve the right to sue the customer at the court responsible for his place of residence.
The possible ineffectiveness of one or more of the above provisions does not affect the effectiveness of the remaining conditions. In this case, the contracting parties will replace the invalid provisions with a provision that comes as close as possible to the ineffective provision in terms of its economic impact. This legal idea also applies in the event of a regulatory gap.

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