Conditions
General terms and conditions of SAYTEC AG
§ 1. General
(1) These General Terms and Conditions apply to all future deliveries and other services provided by SAYTEC AG to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) with whom SAYTEC AG has a business relationship (hereinafter “customer”).
(2) SAYTEC AG does not recognize any deviating or conflicting conditions of the customer unless their validity is expressly agreed in writing. These terms and conditions also apply if SAYTEC AG carries out the delivery or service to the customer without reservation despite being aware of conflicting or different conditions of the customer.
(3) The information about weights, dimensions, services, illustrations, prices and storage periods provided in catalogs, brochures, circulars, letters and price lists are only guidelines and are subject to change. They become binding if they are expressly guaranteed by SAYTEC AG in the contract or business correspondence. Otherwise, the data applicable on the day of delivery applies.
§ 2 offers
(1) All offers are subject to change unless otherwise stated in the order confirmation. SAYTEC AG reserves the right to make technical changes to its products as well as changes in shape and color to the extent that these are reasonable for the customer.
(2) The sales employees of SAYTEC AG are not authorized to make verbal additional agreements or to give verbal assurances that go beyond the content of the written contract.
(3) Unless otherwise agreed, our prices are ex SAYTEC AG warehouse plus the VAT applicable on the day. They do not include freight, postage, insurance and other shipping costs.
§ 3 Order acceptance
(1) Orders and other orders are binding for the customer. However, SAYTEC AG is not obliged to accept orders or other orders.
(2) SAYTEC AG can accept the contract offer contained in the order within two weeks of receipt. For SAYTEC AG, binding only occurs with express, written acceptance of an order confirmation). SAYTEC AG can waive the order confirmation if delivery or service is provided immediately.
§ 4 Prices and payment conditions
(1) The prices of SAYTEC AG are purely net “EXW” (Incoterms 2000), including normal packaging and excluding shipping. All prices and additional costs, in particular shipping costs, are calculated according to the price list valid at the time the contract is concluded. Cash discounts require an express agreement.
(2) Statutory sales 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) SAYTEC AG reserves the right to change its prices appropriately if price changes from its suppliers become effective after the contract has been concluded and the delivery has not yet been carried out by the agreed delivery date. Upon request, SAYTEC AG will provide evidence of the price changes of its upstream suppliers.
(4) Payments must be made within the stated payment terms without deductions. If no payment terms have been explicitly stated, payments must be made without deductions within 30 days of the invoice date at the latest. If the customer defaults on payment, SAYTEC AG can charge interest on arrears amounting to 8 percentage points above the applicable base interest rate in accordance with Section 247 of the German Civil Code (BGB). The assertion of a higher damage caused by default remains reserved.
(5) Offsetting is only permitted with counterclaims that are undisputed or legally established. The customer also has no right of retention due to counterclaims from another contractual relationship.
(6) All claims of SAYTEC AG, including those for which payment in installments has been agreed, become due immediately and the granting of a payment term becomes invalid if the payment term for a claim is not met or the customer defaults or if an application for insolvency is filed against his assets or if he has made an affidavit regarding his assets. In these cases, SAYTEC AG is also entitled to make outstanding deliveries dependent on advance payments or security deposits. If the advance payment or security is not provided even after a reasonable grace period has expired, SAYTEC AG can withdraw from the contract.
(7) Regardless of any other provisions of the customer, SAYTEC AG is entitled to offset its payments first against older debts, then against any costs already incurred, then against interest and finally against the main claim.
§ 5 EC import sales tax
(1) If the customer is based within the European Union, he is obliged to comply with the import sales tax regulations of the European Union. He has requested to inform SAYTEC AG of his VAT identification number and, if necessary, any changes. Upon request, he is obliged to provide information about his status as an entrepreneur, the use and transport of the delivered goods and the statistical reporting obligation.
(2) The customer is further obliged to reimburse SAYTEC AG for the expenses and costs that it incurs due to omitted or inadequate information on import sales tax.
§ 6 Delivery time
(1) Specified delivery dates and the start of the delivery times specified by SAYTEC AG are subject to timely and correct delivery by their suppliers. This only applies in the event that SAYTEC AG is not responsible for the non-delivery, especially if a congruent cover transaction has been concluded with its suppliers. SAYTEC AG will inform the customer immediately about the unavailability of the service and reimburse the customer immediately. Compliance with the delivery obligation also requires the customer to fulfill the contract in a timely and proper manner. SAYTEC AG reserves the right to object that the contract has not been fulfilled.
(2) If the customer defaults on acceptance or culpably violates other obligations to cooperate, SAYTEC AG is entitled to demand compensation for the resulting damage. Under the aforementioned conditions, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer is in default of acceptance or debtor.
(3) If the underlying purchase contract is a fixed-term transaction within the meaning of Section 323 Paragraph 2 No. 2 BGB or Section 376 HGB, SAYTEC AG is liable in accordance with the statutory provisions. SAYTEC AG is also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which SAYTEC AG is responsible, the customer is entitled to claim that his interest in further fulfillment of the contract has ceased. In any case, SAYTEC AG's liability is limited to the foreseeable damage that is typical for the contract.
(4) SAYTEC AG is also liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which SAYTEC AG is responsible. Unless the delay in delivery is due to an intentional breach of contract for which SAYTEC AG is responsible, its liability is limited to the foreseeable, typically occurring damage.
(5) SAYTEC AG is also liable in accordance with the statutory provisions if the delay in delivery for which SAYTEC AG is responsible is based on the culpable violation of an essential contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
(6) Further legal claims and rights of the customer remain reserved.
§ 7 Shipping – Transfer of risk
(1) Delivery is made ex warehouse SAYTEC AG (EXW Incoterms 2000) for the account and at the risk of the customer, unless otherwise stated in the order confirmation. If free delivery has been agreed, the transfer of risk is unaffected.
(2) The risk is transferred to the customer when the purchased item is handed over to the transport company or leaves SAYTEC AG's warehouse for the purpose of shipping. If shipment is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer upon notification of the readiness for shipment.
(3) SAYTEC AG is entitled to invoice the resulting storage costs or a flat rate of 0.5% of the value of the goods per month. In this case, the purchase price or other fees are due when the goods are ready for dispatch.
(4) At the customer's request and expense, SAYTEC AG will cover the delivery with transport insurance.
§ 8 Liability for material defects
(1) As a general rule, only the product description from SAYTEC AG is deemed to be agreed upon as the quality of the goods. Public statements, praise or advertising by the manufacturer do not constitute a contractual statement of the quality of the goods.
(2) The customer must report obvious defects to SAYTEC AG in writing within ten days of receipt of the goods; otherwise the assertion of warranty claims is excluded. Deadline is sufficient for the timely dispatch.
(3) For defects in the purchased item, SAYTEC AG will, at its discretion, provide a guarantee through repair or replacement delivery (subsequent performance).
(4) If subsequent performance fails, the customer can, at his discretion, request a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). However, the right of withdrawal is excluded for only minor breaches of contract, particularly in the case of minor defects.
(5) If the customer chooses to withdraw from the contract after subsequent fulfillment has failed, he is not entitled to any claim for damages due to the reported defect.
(6) If the customer claims damages after subsequent fulfillment has failed, the goods will remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective purchased item. This does not apply if SAYTEC AG caused the breach of contract fraudulently.
(7) The limitation period for claims for defects is 3 months, calculated from the transfer of risk. Any customer claims arising from the manufacturer’s warranty remain unaffected.
§ 9 Software
(1) If programs are included in the scope of delivery, the buyer is granted a simple, unrestricted right of use for them, i.e. he may neither copy them nor pass them on to others for use.
(2) A multiple right of use requires a separate written agreement. When delivering the software, the manufacturer's current general terms and conditions apply.
§ 10 Services
All services provided by SAYTEC AG, e.g. installation of devices, maintenance, general overhaul and repairs, are carried out exclusively in accordance with the following conditions:
(1) The scope of SAYTEC AG's obligation to provide services is determined by the order it has confirmed and by its service regulations.
(2) The customer must take all precautions that are necessary for the unhindered start and rapid implementation of SAYTEC AG's services.
(3) For computer systems received by SAYTEC AG for repair or inspection, all data must be backed up by the customer beforehand. Hard drives of computers received by SAYTEC AG are generally formatted.
(4) The prices for the services of SAYTEC AG are determined according to the currently valid service price list of SAYTEC AG. Cost proposals may be exceeded by 30% without prior notification to the customer.
(5) The service from SAYTEC AG is deemed to have been received when the device in question is handed over to the customer in a functional condition for operation after the services have been carried out.
(6) Liability for damages from services, with the exception of damages caused intentionally or through gross negligence, is excluded unless SAYTEC AG's liability insurance applies.
§ 11 Data protection
SAYTEC AG will store and process the customer's data - as far as necessary for business and permissible within the framework of the Federal Data Protection Act (BDSG) - using IT.
§ 12 Industrial property rights
(1) The customer is obliged to notify SAYTEC AG immediately if he becomes aware of violations of third-party property rights or if a complaint is made to him.
(2) If third parties assert infringements of intellectual property rights, the customer authorizes SAYTEC AG to conduct the dispute with the third party alone. If SAYTEC AG makes use of the authorization, the customer may not recognize the claims of the third party without the written consent of SAYTEC AG. SAYTEC AG defends the claims of the third party at its own expense and releases the customer from all costs associated with the defense of these claims, provided that these are not based on the customer's breach of duty.
§ 13 Limitation of liability
(1) In the case of slightly negligent breaches of duty, SAYTEC AG's liability is limited to the direct average damage that is foreseeable, typical for the contract, depending on the type of service. Liability is excluded for slightly negligent violations of insignificant contractual obligations.
(2) To the extent that SAYTEC AG's liability towards the customer is excluded or limited, this also applies with regard to the personal liability for damages of its employees, employees, employees, representatives and vicarious agents.
(3) The above limitations of liability do not apply to customer claims under the Product Liability Act and to claims for physical injury or damage to health or loss of life of the customer.
§ 14 Retention of title
(1) SAYTEC AG reserves ownership of the purchased item until all payments from the business relationship with the customer have been received.
(2) The customer is obliged to treat the purchased item with care; In particular, he is obliged to adequately insure them against fire, water and theft damage at their new value at their own expense. If maintenance and inspection work is necessary, the customer must carry this out in a timely manner at his own expense.
(3) In the event of seizures or other interventions by third parties, the customer must immediately notify SAYTEC AG in writing so that SAYTEC AG can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse SAYTEC AG for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss incurred by SAYTEC AG.
(4) SAYTEC AG is entitled to withdraw from the contract and demand return of the goods if the customer behaves in breach of contract, in particular if payment is delayed or if an obligation according to paragraphs (2) and (3) of this provision is breached.
(5) The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to SAYTEC AG all claims in the amount of the final invoice amount (including VAT) of his claim that arise from the resale against his customers or third parties, regardless of whether the purchased item is processed without or after processing has been sold. The customer remains authorized to collect this claim even after the assignment. The authority of SAYTEC AG to collect the claim itself remains unaffected by this. However, SAYTEC AG undertakes not to collect the claim as long as the customer meets his payment obligations from the collected proceeds, does not default on payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. However, if this is the case, SAYTEC AG can demand that the customer inform SAYTEC AG of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
(6) The processing or transformation of the purchased item by the customer is always carried out for SAYTEC AG. If the purchased item is processed with other items that do not belong to SAYTEC AG, SAYTEC AG acquires co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item resulting from processing as to the purchased item delivered under reservation.
(7) If the purchased item is inseparably mixed with other items that do not belong to SAYTEC AG, SAYTEC AG acquires co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other mixed items at the time of Mixing. If the mixing occurs in such a way that the customer's item is seen as the main item, it is agreed that the customer transfers proportional co-ownership to SAYTEC AG. The customer keeps the resulting sole ownership or co-ownership for SAYTEC AG.
(8) SAYTEC AG undertakes to release the securities to which it is entitled from the customer's publishers to the extent that the realizable value of its securities exceeds the claims to be secured by more than 10%; SAYTEC AG is responsible for selecting the securities to be released.
§ 15 Export
We would like to point out that the goods delivered may only be exported with prior official approval. Binding information regarding exports is provided by the Federal Office of Economics. The declarations of consent must be obtained from the buyer before the goods are shipped.
§ 16 Miscellaneous
Subsidiary agreements must be in writing. This also applies to a waiver of the written form requirement. If any of the above provisions are invalid, this will not affect the validity of the rest of the contract and the remaining provisions.
§ 17 Place of jurisdiction, place of performance, applicable law
(1) Munich is agreed as the place of jurisdiction for all disputes with registered traders within the meaning of the German Commercial Code (HGB), legal entities under public law or special funds under public law. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, has moved his or her place of residence or usual place of residence abroad after conclusion of the contract or if his or her place of residence/company or usual place of residence is not known at the time the action is filed. However, SAYTEC AG is also entitled to take legal action at the customer's registered office.
(2) The place of performance for SAYTEC AG's deliveries and services as well as for the customer's payments is the headquarters of SAYTEC AG's headquarters.
(3) The law of the Federal Republic of Germany applies to these terms and conditions and all legal relationships between SAYTEC AG and the customer. The application of the UN Convention on Contracts for the International Sale of Goods (CSIG) is excluded.