GTC B-System GmbH - B-System GmbH

Terms and conditions

B-System GmbH - General Terms and Conditions (GTC)

Contractual terms in the context of sales contracts between

B-System GmbH
Bismarckstrasse 19
78652 Deisslingen, Germany

Commercial register number: HRB 777952
Register court: Stuttgart district court
VAT registration number: DE342128531

Phone: + 49 (0) 7420 889 889
Email: info@b-system.com
Web: www.b-system.com

– hereinafter referred to as “provider” –

and

the buyer - hereinafter "customer" - are closed.

1 General

1.1 The following conditions apply to all our offers, sales, deliveries and services and become part of the contract. They do not apply if our contractual partner is a private person and does not act professionally or commercially. They also apply to all future business relationships, even if they are not expressly agreed again.

1.2 We hereby expressly object to any deviating or supplementary general terms and conditions of the customer. They also do not apply if the customer has based their order or other declaration on them.

1.3 Written form is equivalent to all forms of transmission that enable verification by text, such as e-mail.

2 Offers and Orders

2.1 Our offers are generally non-binding unless they are designated as binding in writing. An effective contract therefore only comes about through our order confirmation.

2.2 Dimensions, weights, illustrations, drawings and other documents that are part of our non-binding offers remain our property and are only approximate. They can only become a binding part of the contract if we have expressly confirmed them in writing.

3 Doubtful solvency

3.1 If, after the conclusion of the contract, we become aware of circumstances that justify doubts about the customer's ability to pay, we can make further deliveries dependent on advance payment of the goods by the customer. We can set the customer a reasonable deadline for the advance payment of the goods and withdraw from the contract if we do not receive the advance payment on time; the customer can provide security in the form of a bank guarantee instead of paying in advance. If we have already delivered the goods, the purchase price is due immediately without deduction, regardless of agreed payment periods.

3.2 Doubts about the solvency of the customer are justified, among other things, if an application has been made to open insolvency proceedings against his assets or if he does not make payments to us or third parties on time.

4 prices

4.1 Our prices apply "ex works" or "ex works" unless otherwise agreed with the customer.

4.2 Statutory value added tax is not included in our prices and is shown separately on the invoice at the rate applicable on the day of invoicing.

4.3 If there are more than 4 months between the day of the conclusion of the contract and the day of delivery, without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this time, we can instead of the agreed purchase price charge the price on the day demand the valid list price of the delivery. We will send the customer a correspondingly amended order confirmation before delivery. In this case, the customer can withdraw from his order with regard to the goods for which the price has been increased. He must give notice of resignation no later than

5th working day after receipt of the changed order confirmation in writing (e-mail, post).

5 delivery time

5.1 All specified delivery dates are non-binding and are only agreed as approximate unless we have expressly designated them as binding. In the case of non-binding delivery dates, delivery within 14 days of the specified delivery time is still considered to be on time.

5.2 If we are culpably unable to meet an expressly agreed deadline or are in default for other reasons, the customer must grant us a reasonable grace period of 14 days. After this period of grace has expired without result, the customer is entitled to withdraw from the contract.

5.3 If the performance is temporarily impossible or considerably more difficult for us due to force majeure or other extraordinary circumstances for which we are not responsible, the agreed delivery time shall be extended by the duration of the impediment to performance. The same applies to a statutory deadline or a deadline set by the customer for the provision of services, in particular for grace periods in the event of default.

5.4 The customer is not entitled to withdraw from the contract or to claim damages before the delivery time or performance period extended in accordance with paragraph 3 has expired. If the impediment to performance lasts longer than 8 weeks, both the customer and we are entitled to withdraw if the contract has not yet been implemented. If the customer is contractually or legally entitled (e.g. due to loss of interest) to withdraw without setting a grace period, this right remains unaffected.

5.5 In the event of a delay in delivery, unless it is due to intent or gross negligence, claims for damages of any kind are excluded.

6 Shipping

6.1 Shipping is at the expense of the provider. The risk passes to him when the goods are loaded, even if carriage paid delivery has been agreed and/or the shipment is made with our own vehicles. We are not obliged to take out transport insurance, even if B-System offers it.

6.2 Unless otherwise expressly agreed in writing, we are entitled to make partial deliveries to a reasonable extent, which will be invoiced individually.

7 payment

7.1 Unless otherwise agreed, our invoices are payable within 30 days of the invoice date without deduction.

7.2 The customer is in default even without a reminder from us if he does not pay the purchase price within 10 days after the due date and receipt of the invoice or an equivalent payment schedule.

7.3 The customer is only entitled to offsetting, even if notifications of defects or counterclaims are asserted, if the counterclaims have been legally established, have been recognized by the provider or are undisputed. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same purchase contract.

8 Warranty/Liability

8.1 The customer must examine the received goods for correctness, completeness, transport damage, obvious defects, condition and their properties. Obvious defects must be reported to us in writing by the customer within 8 days of delivery of the subject matter of the contract.

8.2 We are not obliged to provide a warranty if the customer has not reported an obvious defect in writing in good time. If there is a defect in the goods for which we are responsible and the customer complained in writing in good time, we are obliged to supplementary performance - excluding the customer's rights to withdraw from the contract or reduce the purchase price - unless we are unable to do so due to statutory regulation to refuse supplementary performance. The customer must grant us a reasonable period of time for supplementary performance for each individual defect.

8.3 Subsequent performance can be carried out at the customer's option by eliminating the defect or by delivering new goods. We are entitled to refuse the type of supplementary performance chosen by the customer if it is associated with disproportionate costs. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the customer are excluded. A subsequent improvement is deemed to have failed after the second unsuccessful attempt. If the supplementary performance has failed or if the provider has refused the supplementary performance altogether, the customer can either demand a reduction in the purchase price (reduction) or declare withdrawal from the contract.

8.4 Claims for damages under the following conditions due to the defect can only be asserted by the customer if the subsequent performance has failed or the subsequent performance has been refused by us. The right of the customer to assert further claims for damages under the following conditions remains unaffected.

8.5 We are fully liable in accordance with the statutory provisions for intentional or grossly negligent breaches of duty and for damage resulting from injury to life, limb or health. Otherwise, we are only liable if the breached contractual obligation is clearly of essential importance for achieving the purpose of the contract, and only to a limited extent up to the amount of the typically foreseeable damage.

8.6 The limitation of liability according to paragraph 5 applies accordingly to other than contractual claims for damages, in particular claims from tort, with the exception of claims under the Product Liability Act. It also applies in favor of our employees, workers, employees, representatives and vicarious agents.

8.7 Insofar as we have given a quality and/or durability guarantee for the goods or parts thereof, we are also liable under this guarantee. However, we are only liable for damage that is based on the lack of the guaranteed quality or durability, but does not occur directly on the goods, if the risk of such damage is clearly covered by the quality and durability guarantee.

8.8 We are also liable for damage caused by simple negligence, insofar as this negligence relates to the breach of such contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we are only liable if the damage is typically associated with the contract and is foreseeable. For the rest, we are not liable for simple negligent violations of secondary obligations that are not essential to the contract. The limitations of liability contained in §7 also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents of the provider is concerned.

8.9 Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the liability of the provider is excluded or limited, this also applies to the personal liability of its employees, employees, employees, representatives and vicarious agents.

9 retention of title

9.1 We reserve ownership of the goods (reserved goods) until all payments from the purchase contract have been received. The delivered goods only become the customer's property when the customer has fulfilled all of his obligations from the business relationship, including ancillary claims, claims for damages and cashing of cheques. In the case of the check/bill of exchange procedure, the retention of title in all of the forms listed here does not expire when the check is paid, but only when the bill of exchange is honoured.

9.2 The customer must inform us immediately in writing of any access by third parties, in particular of enforcement measures and other impairments to his property. The customer has to compensate us for all damages and costs arising from a breach of this obligation and from necessary measures to protect against access by third parties.

9.3 If the customer does not meet his payment obligation despite a reminder from us, we can demand the return of the reserved goods still in his ownership without prior setting a deadline. The customer pays the arising transport costs. The seizure of the reserved item by us always constitutes a withdrawal from the contract. After retention of the reserved goods, we are authorized to use them. The proceeds from the sale will be offset against our outstanding claims.

10 Place of Performance

The place of fulfillment for payments is the Federal Republic of Germany, for our goods deliveries it is the place of dispatch.

11 Data processing

The customer agrees that we process the data received about the customer in connection with the business relationship in compliance with the Federal Data Protection Act for the fulfillment of our own business purposes, in particular save it or transmit it to a credit protection organization, insofar as this is done within the scope of the purpose of the contract or to safeguard it our legitimate interests and there is no reason to assume that the legitimate interest of the customer in the exclusion of the processing, in particular the transmission, of this data prevails. Detailed information on the privacy of our customers can be found online on our website b-system.com

12 Jurisdiction and Applicable Law

12.1 The law of the Federal Republic of Germany applies exclusively to the contractual relationship between the customer and us, even if the customer has his place of residence or business abroad. The application of the uniform law on the international purchase of movable property and the law on the conclusion of international sales contracts for movable property is excluded.

12.2 The customer is not entitled to assign claims from the purchase contract without the consent of the provider.

12.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties - including for check actions - is the Federal Republic of Germany. However, we are also entitled to sue the customer at his general place of jurisdiction. Therefore, we establish the International Chamber of Commerce in Zurich as the international arbitration court - International Arbitration www.zhk.ch.

Valid from July 2021