General terms and conditions 

1. General

1.1 The following conditions apply between the contractor and the client, which in any case take precedence over any terms and conditions of the client.

1.2 In addition, the provisions of the German Civil Code (BGB) on work, work delivery and purchase contracts apply.

2. Offer, conclusion of contract

2.1 The contractor's offer is non-binding and only includes the services shown there. Illustrations, drawings and other representations from the offer documents are only approximate unless they are expressly designated as binding. The same applies to the weight, performance and consumption information contained in the offer documents.

2.2 The contractor claims ownership and copyrights for all offer documents including drawings and plans. These may not be reproduced or made accessible to third parties without the consent of the contractor.

2.3 Oral side agreements, amendments or additions to the contract require the contractor's written confirmation to be effective.

3. Prices, payment

3.1 Unless otherwise agreed, the prices apply ex works including loading at the works, but excluding packaging. Packaging material will not be taken back.

3.2 The statutory value added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

3.3 Unless otherwise agreed, payment is to be made in cash without any deductions to the contractor's paying agent. Amounts invoiced are due for payment within 8 days of the invoice date. Bills of exchange and checks are only accepted if this has been agreed. The acceptance takes place on account of performance. The client bears the costs of discounting and collection.

3.4 The client is only entitled to set-off rights against the claims of the contractor if his counterclaims are undisputed or have been legally established. The same applies to the exercise of a right of retention due to monetary claims by the client against the contractor. Due to other claims, the client is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

3.5 If the contractor's service is provided later than 4 months after the conclusion of the contract in accordance with the contract, the contractor can increase the prices in accordance with the changes in costs that have occurred, in particular due to changes in wages and material prices. If the increase is more than 5% of the agreed price, the client has the right to withdraw from the contract.

3.6 If the client does not meet his payment obligations, stops his payments or a check or bill of exchange is not cashed or if the contractor becomes aware of a significant deterioration in the client's financial circumstances that endangers the payment claims, the client's entire remaining debt becomes due, including if bills of exchange are due later.

4. Delivery time, delay in delivery

4.1 Binding delivery times and dates must be expressly agreed in writing. Information with “approx.”, “Against” etc. does not denote any binding deadlines, but only indicates the expected delivery date. The course of the delivery time assumes that the client fulfills his contractual obligations, in particular makes the agreed down payments, as well as providing the documents and permits to be made available by him. A further prerequisite is that the customer fulfills the assembly conditions and installation requirements. In the event of such a delivery hindrance, the delivery time is extended by the hindrance period plus an appropriate processing period. A delivery date is postponed accordingly.

4.2 If the contractor is prevented from fulfilling the performance obligation on time due to unforeseeable obstacles which could not be avoided even if the reasonable requirements for due diligence were observed, the delivery time is extended appropriately. The client must be informed immediately about the delay in delivery and the reasons for this. Should the hindering circumstances last longer than 3 months, each party to the contract is entitled to withdraw from the contract.

4.3 If the delay in delivery for which the contractor is responsible is due to a negligent breach of contract, he is only liable for compensation for the foreseeable, typically occurring damage; this liability is limited to a maximum of 15% of the value of the total delivery, which as a result of the delay cannot be used in a timely manner or cannot be used appropriately. The liability of the contractor according to the statutory provisions remains unaffected if the delay in delivery is due to an intentional or grossly negligent breach of contract, even if representatives or vicarious agents are at fault. Liability according to the statutory provisions also remains unaffected if the underlying contract is a firm deal or, as a result of a delay in delivery for which the contractor is responsible, the client is entitled to assert that his interest in the further fulfillment of the contract no longer applies.

5. Transfer of risk

5.1 The risk is transferred to the client at the latest when the delivery parts are dispatched, even if partial deliveries are made or the contractor also provides other services, e.g. B. has taken over the shipping costs or delivery or assembly. If the client so wishes, the delivery will be insured by the contractor against theft, breakage, transport, fire and water damage as well as other insurable risks at the expense of the client.

5.2 If dispatch is delayed as a result of circumstances for which the contractor is not responsible, the risk shall pass to the contractor on the day of readiness for dispatch and notification thereof.

6. Warranty

6.1 Should the delivery or the execution of the work be defective, the contractor shall, at his option, deliver a faultless replacement or improve it. The client has to give the necessary time and opportunity for the repair or replacement delivery; otherwise the contractor is released from the warranty obligation. If the repair or replacement delivery is delayed beyond a reasonable period for reasons for which the contractor is responsible, or if the repair or replacement delivery fails, the client may, at his option, request a reduction in the remuneration or, if a construction work is not the subject of the warranty, cancellation of the contract .

6.2 If the contractually agreed service is based on a contract for work and services with a merchant, the warranty rights of the customer require that the customer has duly complied with his inspection and complaint obligations according to Sections 377, 378 of the German Commercial Code (HGB). In any case, the assertion of warranty claims requires a written notification of defects.

6.3 The right of the client to assert warranty claims is time-barred

• for bowling facilities with sprung floors and segment plates, controls, etc.

Actuators in 6 months,

• for expansion works firmly integrated into the structure in 5 years.

The warranty period begins with the acceptance or the unlawfully refused acceptance of the contractual service.

6.4 The contractor does not provide any guarantee for defects that have arisen for the following reasons: unsuitable or improper use; Incorrect assembly or commissioning by the client or a third party commissioned by him; natural wear and tear; incorrect or negligent treatment; Use of unsuitable equipment or replacement materials; unsuitable building site; chemical, electrochemical or electrical influences. The aforementioned reasons for exclusion do not apply if the contractor is responsible for them. The client is responsible for carrying out the maintenance and repair work required for the subject of the contract in a professional manner at regular intervals. Insofar as the contractor provides maintenance instructions, these must be observed. The client must employ suitable and competent personnel for operation and maintenance. The contractor does not provide any guarantee if defects are due to circumstances that would not have arisen with regular and proper maintenance by competent personnel.

6.5 If the client carries out changes or repairs on the subject of the contract himself or through third parties without the prior consent of the contractor or improperly, no warranty claims exist for defects arising as a result of this behavior.

6.6 Liability for damages is excluded if such claims are based on a negligent breach of contract by the contractor, his representatives or his vicarious agents; in this respect, the client is particularly not liable for damage that has not occurred on the subject matter of the contract. Liability in accordance with the statutory provisions remains unaffected if the client asserts claims for damages based on intent or gross negligence, including intent and gross negligence on the part of representatives or vicarious agents of the contractor. The liability for damages due to non-performance remains unaffected, as far as the subject of the contract lacks a guaranteed property. The customer's liability for damages is also excluded for lost profit and other financial losses of the customer, which are attributed to malfunctions or standstill of the systems, which would not have occurred with regular and proper maintenance by competent personnel. This limitation of liability does not apply if the damage is due to intent or gross negligence on the part of the contractor, his representatives or his vicarious agents.

6.7 The provisions of the Product Liability Act remain unaffected.

7. Joint Liability

7.1 Any further liability for damages than provided for in paragraphs 4 and 6 - regardless of the legal nature of the asserted claim - is excluded. This applies in particular to claims for damages arising from negligence when concluding the contract, positive breach of contract or tort claims in accordance with Section 823 of the German Civil Code (BGB). In this respect, claims due to negligence in contract negotiations, breach of an ancillary obligation and other claims, e.g. B. from producer liability according to § 823 BGB. This exclusion of liability does not apply to damage based on an intentional or grossly negligent breach of contract by the contractor, his representatives or vicarious agents.

7.2 Claims for damages due to impossibility or inability remain unaffected. The same applies if liability is mandatory due to the provisions of the Product Liability Act.

8. Acceptance

8.1 At the written request of the contractor, an inspection date for acceptance must be carried out, which must be within 10 working days of receipt of the acceptance request. If the client does not announce a date or if he prevents the inspection inspection in any other way, the contractual performance is deemed to have been accepted on the 10th working day after receipt of the acceptance request. The client is to be informed of this effect in the acceptance request.

8.2 If accessories or minor work are missing, this does not prevent completion and the implementation of the acceptance date. This does not apply if the object of the contract is not functional due to outstanding services.

9. Retention of title

9.1 The delivered goods remain the property of the contractor until all claims, including any costs and interest from the business relationship with the client, have been paid. If the client acts in breach of contract, in particular in the event of default in payment, the contractor is entitled to take back the goods delivered under retention of title and to carry out further deliveries only in return for a security deposit or advance payment. The client is obliged to surrender. The withdrawal of the reserved goods by the contractor does not entail any withdrawal from the contract, unless the contractor has expressly stated this in writing. After taking back the contractual item, the contractor is authorized to utilize it; the sales proceeds are to be offset against the client's liabilities after deduction of the sales costs.

9.2 The client is obliged to treat the delivered item with care as long as it is the property of the contractor; in particular, he is obliged to insure it adequately at replacement value at his own expense against damage caused by fire, water and theft. The client must keep the purchased item in proper condition for the duration of the retention of title, in particular also carry out necessary maintenance work in good time at its own expense.

9.3 The client may neither sell, give away, pledge, transfer ownership of the delivery item as security nor dispose of it in any other way. In the event of seizures, confiscations or other interventions by third parties, the client must notify the contractor immediately. The client bears the costs of interventions against such interventions by third parties.

9.4 If the realizable value of the securities existing for the contractor exceeds the claims by a total of more than 20%, the contractor will release securities of his choice at the request of the client.

10. Power of disposal

10.1 If the client is the property owner or part owner, he assures that he is not restricted in his power of disposal. If the client is not the property owner or part owner, he assures that the conclusion of the contract for the execution of the contract takes place with the knowledge and consent of the owner.

10.2 If the delivery and assembly of the subject matter of the contract is therefore not possible or is delayed because the required consent or public law approval is missing, the client is obliged to compensate the contractor for all damage resulting therefrom. The client is responsible for any resulting impossibility of fulfilling the contract.

11. Compensation for impossibility for which the client is responsible

11.1 If the contract does not come to fruition for reasons for which the client is responsible, the contractor can demand compensation of 20% of the agreed price as compensation without individual proof, unless the client can prove that the contractor has been instructed in the specific case Damage did not occur at all or was less than the specified flat rate.

11.2 The contractor is entitled to specifically calculate the damage he has suffered instead of the flat-rate compensation.

12. Place of performance and jurisdiction

12.1 The place of performance for all obligations arising from this contract is the registered office of the contractor.

12.2 If the client is a merchant, a legal entity under public law or a special fund under public law, the place of business of the contractor is the place of jurisdiction. The contractor is also entitled to sue at a court otherwise competent in accordance with the provisions of the Code of Civil Procedure.

13. Applicable Law

The law of the Federal Republic of Germany applies to the legal relationship between the contractor and the client, with the exception of the provisions of the law on the international sale of goods of 01/01/1991, which are expressly excluded.

Conditions of purchase

1. General

a) Orders and agreements are only binding if they are issued or confirmed by us in writing. Changes must be confirmed by us in writing to be effective.

b) Our order number must be stated on all letters, delivery notes and invoices. Unless immediate delivery takes place, we are only bound to our order if acceptance is made in writing within one week of the date of the order.

c) The materials and systems to be delivered and assembled must comply with the statutory accident reimbursement regulations. When carrying out the order, the

Contractor to comply with all relevant public and technical regulations (such as DIN standards, VDE, VDMA, UVV, TÜV regulations), as well as accident prevention and occupational safety regulations.

d) The provisions of the VOB apply to new construction work and no agreements to the contrary are made. For service and assembly orders that are not subject to the VOB, only the statutory provisions and the hourly wage rates approved by us apply. Changes to these sentences require our approval.

2. Delivery and service dates, prices

a) The agreed delivery dates or service dates are binding. Partial deliveries are only permitted with our written consent. Delivery notes must be enclosed with the deliveries; In the case of services, recognized time and material records are to be submitted by us. A delivery made prematurely without our consent does not affect the payment deadline bound to the scheduled delivery dates.

b) If the contractor is in default with the delivery or service, we are entitled, after a one-off reminder or setting of a grace period, to demand subsequent delivery and compensation for late delivery or service or instead of fulfillment for non-fulfillment or to withdraw from the contract. The contractor has to inform us of foreseeable delays.

c) Excess or short deliveries may only be made with our express written consent. In order to fulfill the delivery obligations, only the amount prescribed by us is binding.

d) The prices stated in our orders are fixed prices. The pricing is based on the incoming quantities determined by us.

3. Shipping Regulations

a) Shipping is free, at the risk of the contractor, exclusively to the shipping address specified by us in the order. In the event of non-compliance, the resulting costs will be borne by the supplier.

b) If the packaging costs are not included in the agreed delivery price, they must be confirmed by the supplier when accepting the order.

c) We only recognize the costs for transport and breakage insurance if they have been agreed with us in writing beforehand.

4. Invoices

a) The wording of the invoices must match the terms in our order and contain the order number, order date and additional data of the customer and must be issued in duplicate or in triplicate in accordance with our respective regulations.

b) Invoices for services, in particular assembly work, are to be enclosed with time and material records or measurements confirmed by us, if applicable, evidence that has already been handed over to us is to be pointed out. For deliveries or services that are not received directly at one of our facilities, the signed delivery note or proof of performance must be sent to us with the invoice. The delivery or service is only deemed to have been provided to us when this evidence is available.

c) The discount period is calculated on the day the invoice is received. If the goods are received later than the invoice, the date of receipt of the goods is decisive for calculating the discount period.

5. Payments and Disclaimer of Assignment

a) Payment is made in payment methods of our choice within 30 days with 3% discount, 60 days 2% discount, 90 days net, unless otherwise agreed in writing. Payment does not affect the seller's warranty or our right to complain about defects.

a) Payments are made subject to the condition that the supplier has fully complied with all contractual conditions. They are not considered an admission of guilt.

b) We do not accept cash on delivery.

c) Claims may only be assigned with our written consent.

d) In the case of agreed advance or partial payments, we reserve the right to request a security deposit to be determined by us.

6. Retention of Title

Upon payment, the delivered goods become our property; we do not recognize further retention of title by the supplier or third parties (BGB § 455).

7. Warranty and rectification of defects

The contractor is obliged to inspect the goods for defects and lack of warranted properties before delivery to us. We are not obliged to examine the goods upon receipt. If the contractor has delivered in whole or in part defective or otherwise not in accordance with the contract, we can reimburse the contractor for the costs that we incur as a result of the defect or other contractual deviations

desire. Our performance or warranty claims do not expire even if we accept or accept the delivered goods without reservation if we are aware of a defect, the lack of a guaranteed property or any other contractual deviation of the goods. The warranty period extends to one year after our acceptance, unless otherwise agreed or the statutory period is longer. For defects reported by us within the warranty period, our warranty claims expire at the earliest 6 months after the complaint has been made. The contractor waives the objection to later notification of defects (§ 377 HGB). If defects occur within the warranty period, we have the choice of either asserting the statutory warranty claims or requesting the rectification of defects. If the contractor does not meet these obligations or if there is an urgent case, we are entitled to carry out the necessary measures at his own expense. The warranty period begins anew for the repaired or replaced parts. In addition, the statutory warranty rules apply. If claims are made against us in terms of the warranty in the event of resale to third parties, the contractor shall indemnify us against any damage we may incur. We do not waive warranty claims by accepting or approving submitted drawings or samples. We do not recognize exclusion clauses for consequential damage liability. If goods that have been rejected by us are returned, this is carried out carriage forward and at the risk of the contractor.

8. Force Majeure

Out of work (strikes and lockouts), operational disruptions as well as operational restrictions and similar cases that result in a reduction in consumption are considered force majeure and release us from the obligation to accept for the duration of the disruption.

9. Final provisions

If no provisions are contained in these provisions or in the individually agreed content of the contract, the statutory provisions apply. German law applies to this contract, provided that there are no mandatory statutory provisions to the contrary. The Hague Convention on Contracts for the International Sale of Goods does not apply to a foreign supplier either. Should one of these provisions be or become void, this shall not affect the validity of the remaining provisions. The place of performance for payments and the place of jurisdiction, unless otherwise stipulated by law, is Jülich, in particular for registered traders, for people who do not have a general place of jurisdiction in Germany, and for people who move their domicile or habitual residence abroad after conclusion of the contract, or their domicile or usual place of residence is not known at the time the action is brought.