Payment and delivery conditions
1. General information
Our terms of payment and delivery apply to all services even if we do not refer to them specifically in individual cases. Deviating terms and conditions of business of the client shall be deemed rejected even without specific objection, unless they are expressly accepted by us in writing.
The offers made by us are subject to change and non-binding. In the case of orders, a corresponding contract shall only be concluded with our written order confirmation.
Ancillary agreements must be in writing in order to be effective.
The place of performance for our services as well as the counter-performance is Herford. The local court of Herford and the regional court of Bielefeld are agreed as the place of jurisdiction for all disputes.
2. Delivery
The dispatch of the goods as well as fittings/apparatus provided by the Client shall be for the account and at the risk of the Client.
Delivery dates and deadlines are always non-binding unless we have expressly guaranteed in writing that a delivery date or deadline will be met. Claims for damages by the client due to delayed delivery are excluded, unless the delay is due to at least gross negligence. In the event of a delay in delivery, the client shall be entitled to withdraw from the contract if and to the extent that he has set a reasonable grace period, usually four weeks.
3. Payment
Subject to other - confirmed - agreements, payment shall be made net within 14 days.
From the due date, our claim shall bear interest at 5%; the assertion of higher interest and compensation for damages shall remain unaffected.
The client shall only be entitled to set-off with undisputed or legally established claims.
4. Reservation of ownership
All deliveries are subject to retention of title. All goods delivered by us shall remain our property until all claims - including future claims - to which we are entitled against the client from the business relationship have been settled.
5. Validity
Should one or more provisions be or become invalid, this shall not affect the validity of the remaining provisions. Any invalid provision shall be reinterpreted or supplemented in such a way that the economic purpose pursued with it is achieved to the extent permissible.
Terms of contract
1. General
We are obliged to provide our contractual services in accordance with the recognised rules of technology, the principles of economic efficiency and the relevant public law provisions.
The client undertakes to promote the implementation of the projects, designs, developments etc. specified in the contract. In particular, pending (detailed) questions shall be decided without delay.
2. Liability
We shall be liable without limitation for intent and gross negligence in accordance with the statutory provisions. In all other cases, our liability - irrespective of the legal grounds - shall be limited to the amount of the order sum for the service which caused the damage, up to a maximum of EUR 5,000.
We are expressly not liable for damage for which a third party is partly responsible if we have not agreed in writing to its commissioning.
We are expressly not liable for damage to fittings, apparatus or the like made available to us (for measurements etc.) unless the damage is due to at least gross negligence on our part.
3. Defects
Complaints regarding the quality, completeness etc. of our services must be raised within 14 days of receipt of the goods or documents such as measurement records.
The client may initially only demand rectification of defects and may only demand a reduction in the purchase price or cancellation of the contract if attempts to rectify the defects have failed.
Defects or other non-contractual quality of our services shall only give the client the claims expressly provided for in these provisions. Further claims, in particular for damages of any kind whatsoever, are excluded; this also applies to claims for compensation for damage that did not occur to the delivery item. Claims for damages for consequential harm caused by a defect are expressly excluded.
4. Limitation of actions/period of warranty/liability
Claims of the client, irrespective of the legal grounds, shall become statute-barred after the expiry of two years, unless a different period has been contractually agreed.
5. Copyright
Copyrights are not transferred by a contract. The client does not have the right to use the planning, development, design, etc. for any other project than the contractual project.
6. Premature termination of the contract
The contract may only be terminated by either party for good cause.
If the contract is terminated for a reason for which we are responsible, we shall only be entitled to the contract sum for the performance rendered up to the termination.
In all other cases, we are entitled to the contractually agreed fee, but with deduction of saved expenses. These are agreed at 30% of the contract sum for the services not yet rendered.
7. Confidentiality
Information communicated, in particular in connection with new developments, tests and discussions, shall be kept expressly confidential by both parties. This includes in particular design and test bench documents and test results.
Employees and staff of both parties shall be bound to secrecy insofar as they are not already required to do so under their employment contract.
The obligation to maintain confidentiality does not apply to information that is already in the public domain, is part of the state of the art, is already available to the parties, is lawfully obtained by a third party, etc. and is therefore no longer secret or protectable. If it becomes public knowledge at a later date, the obligation shall expire as of that date.
The confidentiality obligation shall remain in force for 24 months beyond the termination of the cooperation.
8. Validity
If one or more provisions are or become invalid, this shall not affect the validity of the remaining provisions. Any invalid provision shall be reinterpreted or supplemented in such a way that the economic purpose pursued with it is achieved to the extent permissible.
Our contractual terms and conditions shall apply even if we do not expressly refer to them. Any conflicting or deviating terms and conditions of the client shall have no validity and shall not become part of the contract even upon acceptance of the order.
Contact
Dr.-Ing. T. Bäumer GmbH
Altensenner Weg 75
D-32052 Herford
+49 5221 993519
info@ib-baeumer.de
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