1. Conclusion of a contract
Our quotations always are non-binding. The details, characteristsics and conditions belonging to an offer and further informations on the goods or service we are to provide are non-binding for us, unless expressively written confirmed. At the latest upon receipt of goods, our General Terms and Conditions are regarded as accepted. Conclusions and agreements, particularly when they change these terms and conditions, become binding only by our written confirmation.
All prices are net prices, valid ex works, and subject to change plus transport packaging costs, freight charge and VAT.
3. Payment terms
If not agreed otherwise, the payment is due from the billing date within ten days less 2% discount or as net payment within thirty days. Net payment is due immediately for replacement shipments, services, etc. Bills of exchange are accepted only on account of performance without guarantee of protest and only on condition of discountability. Discount charges are raised from the due date of the billing amount. We are entitled to demand a security for the debt at any time. The debt cannot be set off against counterclaims not acknowledged by us. Such claims do not grant any right to withhold.
4. Delivery terms
Acknowledged shipping dates are approximate only and binding for us only when it is confirmed written and expressively. The lead time begins with the sending date of the order confirmation and is accepted as kept when the goods have left our premises until the end of the lead time or when the goods have been reported as ready to ship. The lead time is extended adequately as shipping delay if hampered unexpected in a manner the supplier could not avoid in spite of reasonable care. This is true for hindrances occured to us or to the supplier such as interruption of service, interference by authorities, strike, delayed delivery of raw materials, etc. When we fall behind, then the buyer shall grant an adequate period of grace. After expiry of the extension, the buyer may withdraw from the contract. This is not true for custom-made special device. Claims for losses due to non-performance or delayed performance are always ruled out. The fulfilment of the contractual obligations by the buyer is an essential condition to keep the lead time. Later changes of the contract affecting the lead time extend accordingly the lead time. Partial shipment is admissible. We reserve the right to excess or short delivery of 10% for special versions.
5. Freight, shipping, and transfer of risk
Shipping is unpaid. The risk is transferred to the buyer when the goods are passed to the carrier, at the latest when they leave our warehouse. Goods reported as ready to ship on the acknowledged date must be collected immediately, otherwise or when shipping is impossible, we are entitled to store the goods in a discretionary way and to charge them as delivered ex works. We can reject the return of samples and charge them when they are not returned undamaged within four weeks after delivery at the expense of the buyer.
We warrant to commercial customers for a period of twelve months from the date of risk transfer that the hardware products are free from defects in material and workmanship, except wearing parts, transport damages, or losses resulting from improper use. The buyer must check the goods for defects, kind, and completeness upon receipt without delay. Complaints are accepted only when they are notified written with an exact description of the defects within one fortnight from the receipt. The burden of proof is upon the buyer. Defects which could not be detected despite a careful examination with in that period must be notified immediately after their discovery, but at latest within in the warranty period. If the delivery is not complained on time, it is deemed as accepted. If a complaint is justified, we choose in a discretionary way if we deliver a replacement, improve the product, or refund the reduced value. We are not liable for the consequences of repairs done in an improper way by the buyer or a third party and/or without our prior written consent. The buyer pays all costs resulting from the repair or the examination of defects caused by the staff or the equipment of the buyer.
7. Damage claims
Dietz Sensortechnik is liable only for losses, particularly consequential harms caused by a defect, caused by intention or gross negligence. The buyer must notify in detail without delay Dietz Sensortechnik about the occurance of a consequential harm caused by a defect, its kind, the extent of damage, and the sequence of events, and she or he must support the essential examination of the cause in an adequate manner.
Our liability relies only on the agreement in accordance with these terms and conditions. Loss claims from impossibility of performance, delay, positive infringement of the contract, culpa in contrahendo, mistake, or tort are ruled out unless they rely on intention or gross negligence of the managing owner or of executive employees. Furthermore, the buyer has no non-contractual claims or other rights against us due to possible injuries, namely independent from the legal reason to which she or he may refer. The liability always is limited to the contractually typical foreseeable damage. We are entitled to demand 30% of the order total when the buyer withdraws from the contract or when the contract is fulfilled impromperly. We reserve the right to claim a provable higher loss.
9. Credit base
The credit rating of the buyer is a prequisite for the delivery obligation. If we learn after the conclusion of the contract that the granting of a credit of the amount which results from the contract seems to be doubtful or when doubts result from the decrease of the assets of the buyer, e.g. by foreclosure, suspension of payments, settlement, insolvency, liquidation, etc., or when due invoices remain unpaid, we are entitled to withdraw from the contract.
10. Retention of ownership
The goods remain our property until all debts resulting from the business relation are fully paid. The buyer can resell the conditional goods only in the ordinary course of business, but she or he cannot forfeit not either assign them as security. Possible accesses of third parties must be reported imediately to us. Processing is done for us without commiting us. The newly resulting product serves as a security to the billing amount of the conditional goods. When the buyer processes the goods with others not belonging to us, the co-ownership of the new object is entitled to us to the same share as the value of the conditional goods is to the other processed goods at the moment of processing. The new object resulting from processing is a conditional good in the sense of these terms and conditions. The debt of the buyer from resale of conditional goods are assigned to us already now, namely independent from the difference if the conditional goods without or after processing or if they are resold to one or more customers. If the buyer resells the conditional goods together with other goods not belonging to us without or after processing, then the debt resulting from the resale to the amount of the value of the conditional goods is assigned to us. But the buyer is entitled to collect the debts of the resale assigned to us, as long as she or he honours her or his financial commitments to us, but he must not assign the debts to third parties. On our demand, the buyer is committet to inform the customer about assignment. If the value of the securities assigned to us exceeds our debts by more than 25%, then we are obligated to release securities in a discretionary way.
11. Trademark rights
The buyer may use our brands, trade names, or other marks only in the ordinary course of business and shall obey the according protective laws. The buyer exempt us from all claims of third parties because of trademark violations and legal costs and she or he will support us to litigate eventually upon our request if the products are manufactured according to drawings or other informations like shape, colour, weight, dimensions, etc. by the buyer. Only the buyer is responsible that trademark right of third parties are not violated.
12. General terms
Commercially usual tolerances of dimensions, quantities, qualities, weights, colours, etc. are allowed. We reserve the right to adapt to technical regulations and construction changes as well. Parts and material provided by the buyer to process an order are not tested upon receipt when they are not obviously defective. The rights on drawings or plans edited by us and left to the buyer and on the according intangible assets are entitled only to us and must not passed to third parties without our written consent.
13. Court of jurisdiction, place of performance, and applicable law
The place of performance and the court of jurisdiction is the seat of Dietz Sensortechnik, 64646 Heppenheim, Germany. We are entitled also to appeal to courts at the seat of the contract partner. The contract is subject to German law.
Translation of the German General Terms and Conditions which were last modified in September 2006. These Terms and Conditions are subject to German law. In case of difference, the German version prevails.