GENERAL TERMS AND CONDITIONS

 

 

 

 

Scope of application

1.1 The deliveries, services and offers of DIMENSIONICS GmbH (hereinafter referred to as DIMENSIONICS) are made exclusively on the basis of these General Terms and Conditions of Business and Delivery, unless otherwise agreed in writing. Reference is also made to any licence conditions of the manufacturer enclosed with the contractual products.

1.2 By placing an order with DIMENSIONICS in accordance with clause 2.1 of these GTC, the Customer expressly recognises the exclusive validity of these General Terms and Conditions of Business and Delivery.

1.3 Any other terms and conditions of the Customer shall only be effective if they have been confirmed in writing by DIMENSIONICS. Verbal commitments and collateral agreements require written confirmation by DIMENSIONICS.

 

Delivery of the Services

2.1 The offers of DIMENSIONICS are subject to change and non-binding. Orders placed with DIMENSIONICS shall only become legally effective upon written order confirmation. The same applies to amendments to these GTC in any form.

2.2 DIMENSIONICS expressly reserves the right to make partial deliveries and to invoice them.

2.3 Changes to the technical design of the ordered goods and services are permitted unless this results in a significant functional change or the customer proves that the change is unreasonable for him. The catalogue descriptions are made to the best of our knowledge, but do not constitute warranted characteristics within the meaning of §§ 459 ff BGB.

2.4 DIMENSIONICS is not obliged to connect goods delivered by DIMENSIONICS with other devices or programmes of the Customer in the context of installation and making them ready for operation.

2.5 The goods sold and manufactured by DIMENSIONICS are only intended for end customers in countries that comply with the export control regulations of the Federal Office of Economics. Any export to third countries without an export licence from the Federal Office of Economics or any use of the goods delivered by DIMENSIONICS that is not authorised by the authorities is - unless expressly agreed in the Terms and Conditions of Delivery - inadmissible and shall oblige the Customer to pay damages to DIMENSIONICS.

2.6 The delivery date is agreed according to the expected performance capacity of DIMENSIONICS and is subject to unforeseen circumstances and obstacles, regardless of whether these occur at DIMENSIONICS or at the manufacturer, such as force majeure, government measures, failure to obtain official permits, labour disputes of any kind, sabotage, shortage of raw materials, late delivery of materials through no fault of DIMENSIONICS. Such events shall extend the delivery date accordingly, even if they occur during a delay that has already occurred. Claims for damages by the customer shall generally be excluded in the above-mentioned cases.     If DIMENSIONICS is more than 4 weeks late with a delivery, the customer may withdraw from the contract after a reasonable grace period set in writing, to the exclusion of further claims. If the delay in delivery lasts longer than 6 weeks, DIMENSIONICS shall also be entitled to withdraw from the contract in whole or in part.

2.7 If the Customer cancels confirmed orders in whole or in part or agrees postponements of delivery dates with DIMENSIONICS for which the Customer is responsible, DIMENSIONICS may claim damages in accordance with the list price of the order without separate proof. Orders can no longer be cancelled after delivery.

Acceptance and transfer of risk

3.1 The customer must check the goods for completeness and damage immediately upon receipt. If no report is made within a period of 8 days after receipt of the delivery, acceptance shall be deemed to have taken place.

3.2 Insignificant defects that do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.

3.3 The dispatch route and means of dispatch shall be at the discretion of DIMENSIONICS.

3.4 Deliveries shall be made ex warehouse DIMENSIONICS for the account and at the risk of the Customer. The risk shall pass to the Customer as soon as the delivery is handed over to the carrier or leaves the warehouse of DIMENSIONICS DENSITY for the purpose of dispatch. Any returns of unaccepted goods shall be made at the expense and risk of the Customer, unless DIMENSIONICS is responsible for the return.

3.5 If service work is to be carried out on the Customer's goods, the Customer shall deliver or collect these goods at its own expense and risk to the address specified by DIMENSIONICS.

 

Retention of title

4.1 The delivered items shall remain the property of DIMENSIONICS until all claims against the Customer have been fulfilled. In the case of a current account, the retention of title shall serve as security for the balance of DIMENSIONICS' invoice.

4.2 The Customer shall be entitled to pass on the delivered goods in the ordinary course of business subject to retention of title, but not to pledge them or transfer them by way of security in any form whatsoever. In the event of access by third parties to the delivered goods, the customer must point out the ownership of DIMENSIONICS and inform DIMENSIONICS immediately. In the event of resale to third parties, the customer shall be responsible for ensuring that the third party takes into account the rights of DIMENSIONICS.  

4.3 The goods subject to retention of title are generally intended to remain with the customer. If the Customer resells the Reserved Goods in the ordinary course of business, the Customer shall be obliged to secure the rights of DIMENSIONICS, in particular to disclose the ownership structure of the Reserved Goods. Treatment and processing shall be carried out for DIMENSIONICS as manufacturer within the meaning of § 950 BGB, without any obligations for DIMENSIONICS. DIMENSIONICS shall automatically acquire ownership of any new item created by processing. If the goods subject to retention of title are processed together with other goods not belonging to DIMENSIONICS, DIMENSIONICS shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other processed goods. If the customer acquires sole ownership of the new item in accordance with Section 947 (2) BGB, it is agreed that DIMENSIONICS shall grant co-ownership of the item in proportion to the value of the processed, combined or mixed goods subject to retention of title and shall store it free of charge for DIMENSIONICS with due diligence.

4.4 Goods subject to retention of title shall be adequately insured against fire, burglary, theft and water damage, improper storage or similar damage that may render the goods subject to retention of title unusable. Insurance claims shall be deemed assigned to DIMENSIONICS in the amount of the value of the goods.

4.5 In the event of resale, the Customer's claims against its customer arising from the resale and, in the case of resale on credit, the rights and claims arising from the retention of title against the customer are hereby assigned by the Customer to DIMENSIONICS, irrespective of whether the goods are resold to one or more customers. The assignment of the claim shall be limited to the amount of DIMENSIONICS' claim arising from the delivery of the resold goods. DIMENSIONICS accepts this assignment.

4.6 In the event of breach of contract by the Customer - in particular default of payment - DIMENSIONICS shall be entitled to take back the goods subject to retention of title at any time or, if necessary, to demand the assignment of the Customer's claims for surrender against third parties.

4.7 DIMENSIONICS shall then release the securities existing under this provision at the request of the customer to the extent that the value of the securities exceeds the value of the claims.

 

Prices and terms of payment

5.1 The prices resulting from the respectively valid price list are FOB Stuttgart distribution centre. Value added tax and other statutory information in the country of delivery as well as packaging, transport costs and transport insurance shall be charged to the customer additionally in accordance with the price list.

5.2 Unless expressly agreed otherwise, DIMENSIONICS' invoices are due for payment within 14 days of the invoice date without any deductions. Bills of exchange and cheques shall only be accepted by special agreement and free of costs and charges for DIMENSIONICS. If the payment deadlines are exceeded, DIMENSIONICS shall be entitled to default interest of 5% above the applicable discount rate of the Deutsche Bundesbank without further reminder. The right to claim compensation for any further damage caused by default shall remain unaffected.      

5.3 DIMENSIONICS shall be entitled to offset payments against the Customer's older debts, despite any provisions of the Customer to the contrary. If costs and interest have already been incurred due to default, DIMENSIONICS shall be entitled to offset the payments first against the costs, then against the interest and finally against the main services.

5.4 In the event of a significant deterioration in the financial circumstances of the Customer after the conclusion of the contract or in the event of or if circumstances become known which are likely to impair the creditworthiness of the Customer, all outstanding claims of DIMENSIONICS shall become due for payment immediately. Furthermore, DIMENSIONICS shall then be entitled to make any outstanding deliveries or services subject to advance payment or provision of security, if applicable, and shall be entitled, at its option and discretion, to withdraw from the contracts entered into if the Customer has not rendered its consideration or provided sufficient security within a reasonable period of time set by DIMENSIONICS.

5.5 The Customer may only set off claims of DIMENSIONICS or assert a right of retention if the Customer's counterclaim is undisputed or has been recognised by declaratory judgement.

 

Export regulations

6.1 Products delivered by DIMENSIONICS, including software, are intended for use and to remain in the Federal Republic of Germany. The export or re-export of contractual products - individually or in system-integrated form - is subject to authorisation for the Customer and is generally subject to the foreign trade regulations of the Federal Republic of Germany or the other country of delivery expressly agreed with the Customer. The customer must inform himself about these regulations. Irrespective of whether the customer specifies the final destination of the delivered contractual products or not, it is the customer's own responsibility to obtain any necessary authorisation from the relevant foreign trade authorities before exporting such products.

6.2 Any onward delivery of Contract Products by the Customer to third parties, with or without the knowledge of DIMENSIONICS, shall simultaneously require a transfer of the export licence. The Customer shall be liable to DIMENSIONICS for the proper observance of these terms and conditions.

6.3 In the event of an intended export of goods, the Customer shall notify DIMENSIONICS prior to the export and provide DIMENSIONICS with a copy of the export licence and end-use certificate issued. The customer is obliged to enter into an agreement with its customers in accordance with the aforementioned provisions. If the Customer is not granted a proper export licence, DIMENSIONICS shall be entitled to withdraw from the contract.

 

Warranty and Liability

7.1 Unless expressly agreed otherwise, DIMENSIONICS warrants the delivered goods for a period of 24 months from the date of transfer of risk.

7.2 The delivered goods are usually a complex technical device, therefore device or component incompatibilities with devices, device parts or components of other suppliers or manufacturers are no reason for complaints. DIMENSIONICS is not obliged to provide other / further information and / or other / further technical documents in addition to the data sheet provided by the manufacturer. The assurance of properties requires the written form for evidence purposes (e.g. in the specifications, functional specifications or similar documents).

7.3 The warranty covers all defects that have their cause in the material, in the processing and in the design. Natural wear and tear and damage caused by improper handling (e.g. moisture, improper connection of the devices, improper installation, etc.) are excluded. The warranty is also void if the customer replaces parts or uses materials that do not comply with the original specifications.

7.4 The Customer is obliged to notify DIMENSIONICS in writing of any defects immediately, but at the latest within a period of one week after receipt of the delivered goods. For defects that cannot be discovered within this period even after careful inspection, the same period shall apply accordingly from the date of their discovery.

7.5 In order to remedy defects, DIMENSIONICS may, at its discretion, demand that:    

a) the defective part or device is sent to DIMENSIONICS for repair with subsequent return shipment, in each case at the expense of the Customer, or    
b) the Customer keeps the defective part or device ready and a service technician from DIMENSIONICS is sent to the Customer to carry out the repair. With the exception of labour time and travel expenses, no further costs will be charged to the Customer.

7.7 If the repairs finally fail, the Customer shall be entitled to demand from DIMENSIONICS a reduction of the purchase price or, at its option, cancellation of the contract.

7.8 For consequential damages, in particular in the area of product liability, DIMENSIONICS shall only be liable - to the extent permitted by law - for defects that were causally caused by an act or omission on the part of DIMENSIONICS and for which DIMENSIONICS is responsible, for which the Customer shall be obliged to provide evidence. This applies in particular to goods purchased from sub-suppliers and parts used in DIMENSIONICS' products.

7.9 If the Customer of DIMENSIONICS itself acts as a manufacturer within the meaning of the Product Liability Act, the Customer shall be solely responsible in the internal relationship for product liability claims asserted against the Customer or DIMENSIONICS. The customer shall indemnify DIMENSIONICS internally against product liability claims and all associated costs.

 

Place of fulfilment and jurisdiction

8.1 The place of fulfilment for all obligations arising from the contract shall be the registered office of DIMENSIONICS.

8.2 The contractual relationship shall be governed exclusively by German law as it applies between German nationals. The applicability of foreign law is expressly excluded.

8.3 The place of fulfilment for all legal disputes shall be Stuttgart.

 

Property rights

9.1 The Customer shall notify DIMENSIONICS immediately if claims for infringement of intellectual property rights are asserted against it or if it becomes aware of the infringement of intellectual property rights. DIMENSIONICS reserves the right to take appropriate defence measures and settlement negotiations.

9.2 DIMENSIONICS shall indemnify the Customer against claims of third parties arising from any infringement of copyrights, trademarks or patents, unless the design of a delivery item originates from the Customer. Further prerequisites for the indemnification are that DIMENSIONICS is responsible for the infringement of property rights, that DIMENSIONICS is left to conduct legal disputes and that the alleged infringement is exclusively attributable to the design of DIMENSIONICS without connection with or use of other products.

 

General Provisions

10.1 The Customer shall not be entitled to assign its claims under the Contract.

10.2 Should one or more provisions of these General Terms and Conditions be or become invalid, or should this contract contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provision with appropriate provisions that correspond as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.