general terms and conditions
These are the general terms and conditions of the
Ohlendorf Electronics GmbH
Memmelers Wiese 13
72793 Pfullingen
Germany
Registered at the commercial register of the local court of Stuttgart
Commercial register number HRB 351166
General managers: Daniel Kopp & Michael Hatsistavridis
§ 1 Application and scope
1. The following terms of sale apply the sale and delivery of goods and other services between Ohlendorf Electronics GmbH and with their customers concluded agreements. These terms and conditions apply only to commercial customers i.S.d. § 14 BGB.
2. These Terms and Conditions also apply to all future business relations between the Ohlendorf Electronics GmbH and the customer. Whichever is applicable at the time the contract was in a valid version
3. These Terms and Conditions shall apply exclusively. Of these terms and conditions differing or conflicting terms of the contractor we do not recognize. Notice Conditions apply, even if we are aware of differing or conflicting terms and conditions of the contractor to perform the delivery without reservation.
§ 2 Offer, graduation, price
1. Offers are always subject to change. Contracts must be in writing. It shall be the date of the contract in the current prices. .
2. Provided that such an offer does not include VAT identifies, these must be added to the bid.
3. Cost estimates are not binding.
4. The calculations based on the values of the request or the informations of the Buyer.
§ 3 Services and supplies
1. Prices of Ohlendorf Electronics GmbH apply without transportation costs unless otherwise agreed with the buyer. The risk of loss or damage to the goods passes to the buyer when the goods have been shipped. This applies regardless of whether the goods are shipped from the performance or who bears the freight costs. Transport insurance is only under the direction and expense of the purchaser.
2. The risk is also in delivering the goods to the buyer or his representative at the place
3. Packaging is done with the best care. The shipping at our discretion. The Ohlendorf Electronics GmbH is entitled, but not obliged, to insure deliveries in the name and for the account of the buyer. Packing will be charged at cost as well as any resulting charges.
4. If the goods cannot shipped after completion due to circumstances which the buyer has, then the risk is transferred at the time to the buyer. The Ohlendorf Electronics GmbH is obliged in this case, upon the request and expense of the customer the information required by this insurance. Storage costs are charged to the customer.
5.Does the Ohlendorf Electronics GmbH a repeal of the goods delivered by them out of goodwill, so this has to be in perfect condition. For processing the buyer costs amounting to 10% of the invoice value will be charged. In any case, bear the risk of loss or damage to the goods, the buyer until the goods arrive at the seller. Freight costs shall be borne by the buyer. § 3 Paragraph 5 shall not apply if the goods delivered by the Ohlendorf Electronics GmbH are defective.
§ 4 Delay, inability to deliver
1. The dates and deadlines given by the Ohlendorf Electronics GmbH are not fixed, unless expressly agreed otherwise. The final contract is subject, in the case of incorrect or improper delivery to us, not to make, or only partially. This applies only in the event of non-delivery is not responsible for the Ohlendorf Electronics GmbH, especially when a congruent hedging transaction with its suppliers. In case of non-availability or only partial availability of the goods, the buyer will be notified immediately. The payment will be refunded immediately.
2. Force majeure shall entitle the Ohlendorf Electronics GmbH , postpone delivery for the duration of disability and subsequent start-up time. Force majeure includes strikes, breakdowns at us or our suppliers, unforeseen events, where these are not the responsibility of the Ohlendorf Electronics GmbH.
3. The Ohlendorf Electronics GmbH is in custom-made goods entitled to production-related over or under delivery up to 10% of the contracted quantity. The Ohlendorf Electronics GmbH is abled to make partial deliveries and partial services, to the extent that is reasonable taking into account the interests of the buyer. The customer should incur no additional costs.
4. The extent of non-performance and delay in delivery caused damages from injury to life, limb or health, liability is excluded or limited. In respect of all other damages Ohlendorf Electronics GmbH is liable for delay in delivery or non-performance only if the non-performance or delay in delivery on a willful or grossly negligent fault of the Ohlendorf Electronics GmbH or the legal representatives or vicarious agents, without prejudice to § 7 of the Conditions.
5. If the Ohlendorf Electronics GmbH see that her claim for payment is jeopardized by the customer after a contract was done, we are entitled to the rights under § 321 BGB if it is obliged to perform (defense of uncertainty). The defense of uncertainty extends to all other outstanding deliveries and services from the business relationship with the buyer, unless the Ohlendorf Electronics GmbH is obliged to perform. Claims from the current business relationship declared due by Ohlendorf Electronics GmbH.
§ 5 Payment Terms
1.The payments are due immediately without deduction due, unless otherwise apparent from the bill.
2. If the buyer does not meet his payment obligations within 14 days after the due date, he shall without any further demand for performance in default. Payment shall be deemed made only when the Ohlendorf Electronics GmbH can dispose of the amount.
3. The buyer has a right to compensation only if his counterclaims are legally recognized or have not been disputed by Ohlendorf Electronics GmbH. The buyer's right to set-off with contractual and other claims related to the initiation or execution of this contract shall remain unaffected.
4. Payments from the buyer will be charged in the order of § § 366 paragraph 2, 367 BGB.
§ 6 Warranty Claims
1. The Ohlendorf Electronics GmbH provides for defects in the contract items according to their own discretion, repair or replacement.
2. In a subsequent performance is unsuccessful, the buyer have the right to withdraw from the contract or reduce the purchase price. Regularly to the buyer at least two defect experiments are reasonable. Compensation for wasted efforts , the buyer - except in cases of § 7 paragraph 1 sentence 2 of the TNC - not asking , § 7 of the Terms and Conditions shall apply.
3. With only minor defects, the buyer - taking into account the interests of both parties - have no right of rescission.
4. The warranty period is two years. This does not apply if the Ohlendorf Electronics GmbH guilty of gross negligence, nor does it will conform to the seller to body or health, and loss of life of the customer, in case of a warranty and in the case of delivery recourse pursuant to § § 478, 479 BGB. The liability of Ohlendorf Electronics GmbH under the Product Liability Act remains unaffected. It also applies the limitation period, if the seller has fraudulently concealed a defect.
5. If the buyer is a merchant in terms of the Commercial Code , § 377 HGB. Claims should be shown in writing form and not later than within a period of two weeks from receipt of the goods.To meet the deadline, timely dispatch is enough. To remedy the defect by repair or replacement, the buyer must return the goods to the Ohlendorf Electronics GmbH. If the delivered goods are defective, takes Ohlendorf Electronics GmbH for the purpose of supplementary performance, in particular transport, travel, labor and material costs. If expenses increase by the fact that the subject was later transported to a place other than the place of residence or business of the buyer, these increased expenses of the buyer are excluded, unless the shipment to another location corresponds to the intended use of the goods.
6. Legal recourse of the purchaser, after reselling the goods to his own customers, compared to the Ohlendorf Electronics GmbH only if the buyer's customers claims the defective goods in time.
7. The defect warranty does not cover normal wear and tear and does not cover defects arising from faulty or negligent handling, excessive strain or similar influences, which are not in accordance with contract. The same applies when operating and maintenance rules not followed or improper changes to the deliveries are made.
8. As a condition of the goods only the product description of Ohlendorf Electronics GmbH is agreed. Public statements, recommendations or advertising by the manufacturer do not represents the Ohlendorf Electronics GmbH. The product description does not release the buyer from the obligation to check that the products are suitable for their intended purpose.
9. Other claims for damages due to a defect are excluded. This does not apply if liability is mandatory under the Product Liability Act. In case of intent, gross negligence or injury of life, body or health, or for the breach of contract, fraudulent concealment of defects and in case of a warranty. A change in the legal burden of proof to the detriment of the buyer is not with the above provisions.
10. The seller gives to the customer no guarantees in the legal sense , unless expressly agreed otherwise. Manufacturer warranties are not affected .
§ 7 Claims for damages
1. Claims for damages by the customer against Ohlendorf Electronics GmbH and against their legal representatives or agents - for whatever legal reason - in particular the absence of guaranteed features, deficits of the goods, from the impossibility of delivery or delayed delivery, breach of contract and breach of the obligations in the contract negotiations are excluded . This does not apply if liability is mandatory under the Product Liability Act. In case of intent, gross negligence, injury of life, body or health, or in the event of warranty, fraudulent concealment of defects or the absence of assured properties.
2. With slight negligence , liability is restricted to the type of goods predictable, typical , direct average damage. This also applies to minor negligence of legal representatives or vicarious agents or persons employed in the Ohlendorf Electronics GmbH
3. The Ohlendorf Electronics is not liable for slightly negligent violation of minor contractual obligations. However, it is liable for the breach of contractual legal positions of the buyer. The Ohlendorf Electronics GmbH is liable for the breach of obligations, the fulfillment of the proper execution of the contract in the first place and on the fulfillment of the buyer.
4. The Ohlendorf Electronics GmbH is fully liable under the statutory provisions for damages to life, body and health caused by a negligent or willful misconduct of Ohlendorf Electronics GmbH or its representatives or agents and for damages covered by liability under product liability laws, and for all damages arising from willful or grossly negligent breach of contract and bad faith.As far as the Ohlendorf Electronics GmbH regarding the goods or parts of a quality and / or durability warranty has made. Than the Ohlendorf Electronics GmbH is also liable under this warranty. For damages based on the lack of guaranteed quality or durability, but do not occur directly on the goods that Ohlendorf Electronics GmbH is only liable if the risk of such damage is clearly the nature and durability.
§ 8 Reservation of Ownership
1.The Ohlendorf Electronics GmbH retains title to the goods until full payment of all of their claims from the current business relationship.
2. In violation of important contractual obligations, in particular delayed payment from the current business relationship, Ohlendorf Electronics GmbH is entitled to take back the goods after a warning. In the withdrawal and the seizure of the goods by Ohlendorf Electronics GmbH, a withdrawal is only if the Ohlendorf Electronics GmbH has expressly declared in writing. Seizures or other interventions by third parties, the customer have to inform Ohlendorf Electronics GmbH in writing, sending a bailiff and an affidavit as to the identity of the impounded object.
3. The customer is entitled to resell the goods in the course of ordinary business to a third party as long as he is not in default of payment. In this case, the customer assigns already now all claims with all ancillary rights which arise from the resale to customers or third parties. Ohlendorf Electronics GmbH is committed so long not to collect the claims, as the customer duly meets his payment obligations. Ohlendorf Electronics GmbH can demand in the case of default in payment, that Ohlendorf Electronics GmbH customer disclose the assigned claims and their debitors, makes all the necessary information and documents. In this case, the Ohlendorf Electronics GmbH is obliged to inform the debitors of the assignment.
4. The retention items installed by the customer or on their behalf, as essential components in the property or the vehicle of a third party, the customer transfers his claims against the third party or whom it may concern, to be credited the invoice or invoice value of the transaction between the Ohlendorf Electronics GmbH and its customers. This transfer includes all subsidiary rights, including the grant of a mortgage to the customer.
5. Reservation of title by combining or processing, shall acquire co-ownership Ohlendorf Electronics GmbH based on the circumstances of the invoice value of the business between the Ohlendorf Electronics GmbH and the customer for the value of the finished product. If the new object will be sold, the purchaser shall, up to the value of the output from all claims on Ohlendorf Electronics GmbH, which arise from the sale to the purchaser or third parties. The rest, Section 3rd
6. The Ohlendorf Electronics GmbH accepts the above-mentioned assignments.
7. The Ohlendorf Electronics GmbH undertakes to release the securities due on demand of the customer insofar as the realizable value of the securities exceeds the secured claims by more than 10 %, the selection of the securities to be released is for the Ohlendorf Electronics GmbH
§ 9 Completeness, Jurisdiction, Applicable Law
1. Other agreements have been concluded.
2. Performance is Reutlingen.
3. With all this Contract relating disputes between the Ohlendorf Electronics GmbH and companies or traders and Ohlendorf Electronics GmbH and persons after the conclusion justify their residence or domicile outside the scope of the Code of Civil Procedure, or whose domicile or habitual residence at the time the complaint not known, jurisdiction is Reutlingen.
4.The relationship between the parties is governed exclusively by the laws of the Federal Republic of Germany. The UN Sales Convention (CISG) shall not apply.
Find here the informations about your right of withdrawal (.pdf )
bank account : Kreissparkasse Reutlingen account: 6695 bank no: 64050000 BIC: SOLA DE S1 REU
IBAN: DE54 6405 0000 0000 0066 95