Terms & Conditions
terms and conditions
clause 1. Exclusive validity of these General Terms and Conditions
Only these General Terms and Conditions apply to all dealings with CESYS GmbH (hereinafter referred to as the company).
clause 2. General provisions
2.1 The following provisions apply to all purchase, delivery and service dealings of the company.
2.2 Without being explicitly acknowledged in writing by us, conflicting or amending General Terms and Conditions shall not become an integral part of any contract, even if the company had knowledge about these terms and conditions in advance.
2.3 These General Terms and Conditions only apply to entrepreneurs (hereinafter referred to as the customer), i.e. persons who enter into a legal transaction for any purpose connected with their professional commercial or freelance work.
clause 3. Offers and conclusion of contracts
3.1 The goods and services listed in the online shops and on the websites are no binding offers by the company but are to prompt the customer to submit a binding offer by placing an order.
3.2 By ordering a product, the customer bindingly agrees to buy the ordered product. Please note that there is a minimum order quantity for certain categories of products; for orders below the minimum, the customer shall be charged a markup for small-volume purchases. The company shall immediately inform the customer when receiving the order. The company reserves the right to accept an order already by confirming the receipt of the order.
3.3 The company can accept the offer of contract implied in the order within a fortnight after receiving the offer. The acceptance can be given either in writing or by delivering the goods to the customer.
3.4 The company shall not bear any procurement risk. The conclusion of the contract is subject to the correct and timely receipt of the goods from its own suppliers. This only applies if the company is not responsible for the non-delivery especially for the conclusion of congruent hedging transactions with subcontractors. The customer shall be informed immediately about the non-availability of the performance. The consideration shall be refunded without delay.
3.5 Minor deviations between the goods supplied by the company and the displayed or specified goods can occur.
3.6 The employees of the company are not authorized to enter into any agreement or covenant on the basis of General Terms and Cinditions differing from the given version. Additionally, any agreements between the company and the customer, especially side-agreements and contract amendments, always have to be put into writing.
clause 4. Prices, delivery and shipping costs
4.1 The prices stated in the offers are valid until a new list of offers is published.
4.2 The prices are net prices, either ex works or ex stock plus statutory value added tax. Any additional charges, e.g. postage, freight, packaging etc. shall be settled separately and have to be borne by the customer. These charges are invoiced separately.
4.3 The insurance of the goods is incumbent on the customer.
4.4 In individual cases of cross-border deliveries, the customer might have to bear additional taxes (e.g. for intra-community purchases) and / or duties (e.g. customs).
4.5 For deliveries of single items or samples, there is an extra shipping and handling charge. This charge increases accordingly in cases of cash on delivery.
clause 5. Sales terms and delivery conditions
5.1 As long as the order confirmation does not contain any differing specifications, the delivery is freight forward ex works or ex stock. The goods are delivered regularly by mail. The company can freely choose the mode of delivery and the packaging material.
5.2 The timely fulfilment of the contractual duties by the customer is a precondition for a delivery within the given period of time. The period of delivery only starts when all details about the execution of the order have been clarified and when all documents required for the execution of the order plus additional specifications required from the customer as well as the appropriate advance payment or deposit have been received by the company.
5.3 The deadline for delivery is seen as met even when the goods only leave the works, the stock or the specified despatch department at the set point in time or when the customer has been informed about the readiness for shipment but the goods cannot be delivered in time due to reasons beyond the control of the company.
5.4 In case of force majeure the delivery period is extended reasonably. This also applies to cases of industrial actions, including but not limited to strikes and lock outs as well as other unforseeable hindrances beyond the influence of the company as long as such hindrances have a verifiable and considerable impact on the delivery of the goods. This also applies if such circumstances affect the suppliers of the company or their subcontractors. The delivery period is extended at least by the duration of such actions and hindrances. The company is not liable for unforseeable hindrances even if they occur during an already expired period. In crucial cases the customer shall be informed about the beginning and the end of such hindrances as soon as possible.
5.5 All specifications on delivery periods are always unbinding as long as they have not been covenanted as binding provisions. Even if a calender date has been stipulated as the point in time of the performance or if such a date can be calculated on the basis of an antecedent event, the company is only in default after the receipt of a written reminder. If the company is in default in delivery, the customer has to grant an extension of time reasonable in the individual case before being entitled to claim for damages. This extension of time has to be a period of at least two weeks.
5.6 The customer is not entitled to claim for damages due to an exceedance of the delivery period unless the default in delivery is based on intention or gross negligence. If the customer is responsible for the default in delivery, the additional costs caused by the delay, including but not limited to storage costs, shall be charged.
5.7 We are entitled to partial delivery within the delivery periods stated by us as long as this is not to the detriment of the customer.
5.8 The scope of delivery is specified exclusively in the written order confirmation by the company or, if there is none, in the acknowledged order. Any brochures, documents, sketches and specification lists handed in by the customer are unbinding as long as they have not been agreed on explicitly as integral parts of the contract.
5.9 The company is entitled to refuse the delivery if, after entering into the contract, it becomes apparent that its claim for compensation is challenged due to misgivings about the customer's credit rating. Such misgivings about the credit rating of the customer are particularly relevant if there has been: a petition for insolvency or for launching insolvency, settlement or bankruptcy proceedings, a compulsory enforcement, proceedings governing bills of exchange and checks, the issuance of unsecured checks, false indications by the customer regarding his or her credit rating or adverse information from licenced information data files. The company loses its right to refuse the performance if the compensation or a security for the compensation is provided. The company can set a reasonable period of time during which the customer has to provide either the compensation or the security for the compensation step by step in return for the delivery. If this period expires, the company has the right to rescind the contract.
clause 6. Conditions of payment
6.1 The delivery takes place against payment in advance. It is possible to agree on any conditions of payment other than these. However, the customer does not have a claim for such an agreement. In the case of an agreement on differing conditions of payment, the payment has to take place within the set period of time, otherwise the customer is deemed to be in arrears even without receiving a reminder.
6.2 The payment has to be effected in Euro by means of bank transfer. Any payment shall be booked on the oldest open claims.
6.3 If the customer is in arrears, an interest of 8 percentage points above the current base rate shall be payed on the money debt. However, this does not affect the company's right to verify and enforce higher default interest on arrears.
6.4 In the case of a notice of defects being placed, the customer is not entitled to retain or reduce the payment. Any right to retention can only be exercised in connection with counterclaims arising from the same contract.
6.5 The customer is entitled to offset counterclaims only if these counterclaims have been legally ascertained by a court or acknowledged by the company.
clause 7. Reservation of title
7.1 The company reserves title to the delivered goods until the purchase price as well as any other claims of the company against the customer, including future claims, have been paid in full.
7.2 The customer is obliged to handle the goods carefully and assumes no-fault liability for any deterioration of the goods.
7.3 The customer is not entitled to pledge the goods or to assign them as collateral. In the case of a distraint, confiscation or any other provision in favour of a third party the customer shall inform the company immediately and provide all information and documents required to preserve the company's rights. The customer shall inform any enforcement officers and third parties about the company's title to the goods.
7.4 The customer is obliged to immediately inform the company about any access of third parties to the goods subject to reservation of title as well as about any loss or damage to the goods. Additionally, the customer has to immediately inform the company in case of the goods changing hands as well as any change of residence by the customer.
clause 8. Handover and transfer of risk
8.1 For delivery ex works and delivery by mail the risk of loss or damage to the goods shall be passed to the customer when the goods are handed over to the shipper, the carrier or any other, including the company's own shipping agent. If the customer is in default in acceptance, delivery shall be considered occured.
8.2 If the company is in default in delivery due to circumstances beyond the control of the company, the risk already passes to the customer when the company announces the readiness for shipment of the goods. In the case of an individual contractual agreement on a collection of the goods by the customer, the risk passes to the customer when the company announces the readiness for pickup.
clause 9. Quality of the goods
9.1 Any specifications on the goods shall be mere quality information unless they are explicitly referred to as warranties.
9.2 Specifications and information on the suitability, the application and the workmanship of the goods do not discharge the customer from own checks and tests.
clause 10. Liability for defects
The customer is only entitled to claim for compensation due to defects if all obligatory steps regarding the verification and reprimand process have been taken in due form. These steps are:
10.1 The consignement has to be examined for damages in transit immediately after the receipt. Any defects in transit have to be documented and reported to the deliverer immediately (complaint). Additionally, the claim for compensation due to defects in transit has to be filed in writing within one workday after receipt of the goods and has to be returned to the company sufficiently stamped within an additional period of 5 workdays after receipt of the goods. Otherwise, the enforcement of warranty claims is excluded.
10.2 The reprimand due to identifiable defects must be filed in writing within 5 workdays after receipt of the goods. Any reprimand due to hidden defects is only in due time if it is filed in writing within 5 workdays after the detection of the defect. Otherwise, the enforcement of warranty claims is excluded. To meet the deadline, timely mailing shall suffice.
10.2 If the company is responsible for any defect of the goods, it is entitled to choose the form of compensation, which can be either subsequent performance by removal of the defect or a replacement delivery. In the case of subsequent performance the customer shall bear possible extra costs if the delivered goods have been passed on to a location other than the place of performance.
10.3 If the customer decides to rescind the contract due to a defect in title or in quality of the goods after a failed subsequent performance, there is no entitlement to an additional claim for compensation payments for the defects. If the customer decides to receive damages after a failed subsequent performance, the goods shall remain in the customer's possession unless this is unreasonable. The damages are limited to the difference between the purchase price and the value of the defective object. This does not apply if the violation of the contract has been caused maliciously.
10.4 The period of warranty is one year from the delivery of the goods. The short period of time for statutes of limitations does not apply to cases in accordance with clause 11.1 but is replaced by the statutory period of time.
10.5 The customer shall not be provided with any statutory warranty. This does not affect manufacturer warranties.
10.6 Warranty claims are excluded in cases of undue or improper application, fair wear and tear, improper storage and careless handling, including but not limited to improper subsequent improvement by the customer or a third party, as long as these events are beyond the control of the company.
clause 11. Limitation of liability
11.1 Any claims for damages against the company, irrespective of any legal basis, are excluded. This does not apply if the company or any of its legal or vicarious agents can be accused of having acted with intention or gross negligence, if the company has guaranteed a quality of the performance, if the company is liable in accordance with the provisions of product liability law or for any damage due to loss of life, bodily harm and injury or illness. Additionally, the exclusion of liability is inapplicable if the company has violated an essential contractual obligation. In case of sentence 3, the liability is limited to the damage the company could have forseen as a possible consequence of a breach of contract due to the circumstances known and distinguishable at the point in time of the conclusion of the contract.
11.2 The customer's claims for damages due to defects are subject to statutory limitation in accordance with clause 10.4 of the goods while clause 14 applies to any other claim. The abovementioned limitations are applicable correspondingly. In these cases the statutory period of limitation applies.
clause 12. Cancellation fees
If the customer rescinds a contract without justification or if the company rescinds an order due to circumstances for which the customer accounts (including but not limited to defaults in payment), the company can charge 10 % of the purchase price without limiting its right to claim a higher actual loss. The customer reserves the right to prove that the company has suffered only little or no loss at all.
clause 13. Technical documents
13.1 All documents, including but not limited to estimations of costs, drafts and drawings, remain the property of the company and may only be used for the internal use of the product.
13.2 The company explicitly reserves the right of ownership as well as the copy right for these documents; the documents must not be copied or made accessible to third parties without the explicit consent of the company. By request, the documents shall be returned to the company immediately.
13.3 If the documents are used or passed on for the purpose of inadmissable commercial use, the company is entitled to claim compensation payments from the customer.
clause 14. Statutory limitations
All claims of the customer – except for those in accordance with clause 11.2 – become statute barred after 12 months. Apart from that, the statutory regulations for time limitations apply.
clause 15. Miscellaneous
Any changes, amendments and side-agreements to the contract are only valid after a written confirmation by the company. Any conflicting customer provisions are invalid. An explicit rejection is not required. In case of a continuous business relationship between the company and the customer, these Terms and Conditions apply to every individual order even if they have not been agreed on explicitly. This also applies to verbally placed orders.
clause 16. Place of jurisdiction and applicable law
1.1 Exclusively German law is applicable to the entire legal relations with the customer.
1.2 The provisions of the CISG (United Nations Convention on Contracts for the International Sale of Goods) do not apply.
1.3 Exclusive place of jurisdiction is Nuremberg. However, the company is entitled to file a suit at the general place of jurisdiction of the customer.
clause 17. Severability clause
In case any of the abovementioned provisions is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory regulation.