General Business Conditions

§ 1 Validity these conditions

The deliveries, achievements and offers of the Automatec GmbH occur exclusively on account of these terms of business. These are valid also for all future business relations, even if they are not agreed again. At the latest with the acceptance of the achievement these conditions are valid as accepted. Confirmations of the costumer with reference to his terms of business are contradicted.
Divergences of these terms of business are only effective if the Automatec GmbH confirms it.

§ 2 Offers and contract’s conclusion

The documents belonging to an offer like pictures, technical drawings, wiring diagrams, demo programs or other performance data are authoritative only roughly, as far as they are not called expressly obliging. The offers of the Automatec GmbH are not-binding and without engagement. Notices of acceptance and all orders need to the validity the written confirmation of the Automatec GmbH.
Automatec GmbH reserves property right and copyright of calculations, drawings and other documents for itself. The contracting partner may use the spiritual property of the Automatec GmbH only if a suitable right of use is transferred to him.

§ 3 Prices and payments

Until differently given, the Automatec GmbH keeps itself engaged to the prices contained in the offers 30 days from offer date. Prices the legal sales tax which are mentioned in the confirmation of order of the Automatec GmbH are authoritative. Additional deliveries and achievements are calculated separately.
The Automatec GmbH is entitled to require adequate advance payments from the contracting partner with placing of order.
Until differently agrees, the invoices of the Automatec GmbH are payable 14 days after date of invoice without deduction. The payment is valid as occurred if the Automatec GmbH can dispose of the amount. In case of cheques the payment is only valid if the cheque was cashed.
In case of payment's delay the Automatec GmbH is entitled to calculate from the concerning time, interest by height of the interest rate calculated by the commercial banks for open current-account loans. They are to be attached lower when the contracting partner proves a lower load.
If circumstances become known to the Automatec GmbH to query the creditworthiness of the contracting partner, in particular a cheque can not be cashed or a payments is stopped, or if other circumstances become known to the Automatec GmbH which speak against the creditworthiness of the contracting partner, the Automatec GmbH is entitled to put the whole principle balance due, even if it has accepted cheques. In this case the Automatec GmbH is entitled to require pre-payments or securities.
The contracting partner is only entitled to the compensation, retention or decrease, even if notice of defects or counterclaims is asserted, if the counterclaims were been ascertained legally or are indisputable. The contracting partner is entitled to the retention only because of counterclaims from the same contractual relationship.

§ 4 Time for supplies and time for achievements

Dates of delivery or time set for delivery which can be agreed obligingly are needed in written form.
Delay of delivery and achievement because of acts of god or because of events which complicate the achievement to the Automatec GmbH substantially or make it impossible does not have to represent the Automatec GmbH also with obligingly agreed terms and appointments. Such circumstances the Automatec GmbH is entitled to push out the delivery or achievement at the duration of the impediment plus an adequate approach time or to resign the contract full or partial.
If the impediment lasts longer than three months, the contracting partner is entitled after adequate extension to partial resign the contract. If the delivery time is extended or the Automatec GmbH becomes free of its obligation, the contracting partner cannot assert a right for compensation claims. The Automatec GmbH can appeal only to the called circumstances if it immediately informs the contracting partner.
Partial deliveries and partial achievements of the Automatec GmbH are allowed.

§ 5 Retention of title

The Automatec GmbH reserves itself the property in the achievement object up to the entrance of all payments from the contract.
Software is delivered as a shareware version with restricted term and restricted functional extent. Only after entrance of all payments it is replaced by the full version.
Electronic control units are protected by passwords which will be removed or be announced after the entrance of all payments.
The contracting partner may neither pledge the achievement object nor convey for protection. In case of attachment or seizure or other orders by third ones he has to inform the Automatec GmbH immediately.
With behaviour contrary to the terms of the agreement of the contracting partner, in particularat delay of payments, the Automatec GmbH is entitled to take back the achievement object after reminder and the contracting partner is obliged to deliver.

§ 6 Defects liability

If there is a defect the Automatec GmbH is responsible for, the Automatec GmbH is entitled to decide for a removal of the defect or a spare delivery. In addition the contracting partner of the Automatec GmbH has to give the necessary time and opportunity, but the Automatec GmbH is released from the liability for defects. Only in urgent cases of the danger of the operational security and to the defence of unreasonably high damages the Automatec GmbH is to be informed immediately. The contracting partner has the right to let remove the defect by third and to require substitute the necessary costs by the Automatec GmbH.
The Automatec GmbH carries the costs for repair or spare delivery, if the objection of the contracting partner is entitled.
Other claims of the contracting partner, in particular a claim to substitute the damages which have not originated in the achievement object itself including claims on lost profit or because of other property loss of the contracting partner are excluded.

This disclaimer of liability is not valid with intention or coarse carelessness of the Automatec GmbH and in the cases in which the product liability law is applicable or with the absence of qualities which are expressly assured if the assurance has just aimed to secure the contracting partner against damages which are not resulted in the object of delivery itself.

§ 7 Statute of limitations

Claims of the contracting partner against the Automatec GmbH,don't matter for which legal argument, come under the statute of limitations with expiry of 6 months. The limitation begins with the inspection of the last achievement to be produced according to the respective contract of the Automatec GmbH.

§ 8 Final statement

The right of the Federal Republic of Germany is valid for these terms of business and the whole legal relations between the Automatec GmbH and the contracting partner.
As far as the contracting partner is an independent commercial agent for the purposes of the code of commercial law, legal entity of the public right or publicly juridical special property, the company seat of the Automatec GmbH is immediate in 14959 Kliestow (Germany) for every dispute from the contractual relationship directly or indirectly.
Should a regulation be or become ineffective in these terms of business or within the scope of other arrangements, the effectiveness of all other regulations or agreements is not touched from this. The partners are obliged in such a case to put each other in such a way as if a spare regulation which fullfils the economic purpose of the ineffective rule very to a great extent in effective manner is agreed. The corresponding is valid in case of a gap in the terms of business.