General terms and conditions
Preamble
Our deliveries and services are provided exclusively on the basis of the following General Terms and Conditions. These also apply to all future business relationships (deliveries and/or services), even if no explicit reference is made to them in individual cases. Any deviating agreements or amendments to these terms and conditions require our written confirmation. The buyer’s general terms and conditions of purchase shall not become part of the contract, even if we do not expressly object to them. Our terms and conditions shall be deemed accepted at the latest upon acceptance of the goods.
1. Offer
All offers are made in writing and are subject to change.
2. Prices
2.1 Unless otherwise agreed, the prices for delivery shall apply ex works.
2.2 If a price change occurs between the time the order is placed and the date of delivery, we shall be entitled to adjust the agreed prices accordingly if there are more than 6 weeks between the conclusion of the contract and the agreed delivery date. This applies in particular to changes in the costs of raw materials, consumables, and supplies, unfinished and finished products, personnel, packaging, freight, taxes, and other levies, as well as other manufacturing, distribution, and administrative costs. The buyer is only entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between the time of ordering and delivery.
2.3 For orders without an explicit price agreement, our prices valid on the day of delivery shall apply.
2.4 All prices are subject to the applicable statutory value added tax.
2.5 If we undertake installation or assembly and nothing else has been agreed, the buyer shall bear all necessary ancillary costs in addition to the agreed remuneration, in particular travel, transport, and subsistence expenses.
2.6 The processing fee for submitted repairs and complaints is:
a) EUR 50 for items with a gross list price of less than EUR 250
b) EUR 100 for items with a gross list price equal to or greater than EUR 250
The processing fee will be taken into account when the invoice is issued and will be credited to the invoice price. In case of collective delivery, the above-mentioned handling fee will be charged per item sent. If during the processing of the repair or complaint it turns out that the order is not feasible or its execution is not necessary, the processing fee will be charged to the client and the goods will be returned at the client’s expense.
3. Terms of payment
3.1 The terms of payment stated in the order confirmation shall apply.
3.2 Checks shall only be accepted on account of performance; bills of exchange shall not be accepted.
3.3 In the event of late payment, we charge default interest at a rate of 10 percentage points above the applicable base rate. We reserve the right to claim further damages. Advance payments do not bear interest. All expenses incurred shall be borne by the buyer.
3.4 If, after conclusion of the contract, circumstances become known that are likely to reduce the buyer’s creditworthiness, we shall be entitled to demand immediate payment or sufficient security or, without any obligation to pay damages, to withdraw from the contract and to postpone the fulfillment of orders still to be executed. In the event of suspension of payments or insolvency on the part of the buyer, all outstanding invoices shall become due immediately.
3.5 Offsetting shall only be permissible with undisputed or legally established counterclaims. The retention of payments due to any counterclaims not recognized by us or legally established is not permitted, nor is offsetting against such.
3.6 Partial deliveries at the request of the Buyer shall be invoiced separately.
4. Retention of title
4.1 Die gelieferte Ware bleibt bis zur vollständigen Bezahlung sämtlicher Forderungen aus der Geschäftsverbindung unser Eigentum. Dies gilt auch für künftig entstehende Forderungen. Bei laufender Rechnung dient der Eigentumsvorbehalt der Sicherung unserer Saldoforderung.
4.2 The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business, but only against cash payment or under retention of title. The resulting claims are hereby assigned to us. Other dispositions, in particular pledges or transfers by way of security, are not permitted.
4.3 The Buyer hereby assigns to us all claims against third parties arising from contracts, dispositions or other legal acts with regard to the reserved goods, including its trade margin. If the merchandise is resold together with items not belonging to us at a total price or if the claim arising from the resale also relates to other services rendered by the Buyer, only the partial amount corresponding to the invoice value of the goods delivered by us shall be assigned to us with priority over the remaining claim.
4.4 The processing of the delivered goods shall be carried out for us without any obligations arising for us from this. In the event that our goods are processed and combined with other goods not belonging to us by the buyer, we shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other goods at the time of processing or combination. In the event that the Buyer has already established an expectant right prior to the processing of the item, the Buyer and the Seller hereby agree that an equivalent expectant right shall arise in the item newly created by the processing.
4.5 Despite the assignment, the Buyer shall remain authorized to collect the claims arising from the contracts, dispositions or other legal acts pursuant to section 4.3. Our right to collect remains unaffected by that of the buyer. However, we shall not collect the claims as long as there is no delay in payment, insolvency, insolvency or any other threat to the security interest of the seller on the part of the buyer. We may demand from him at any time the information necessary for the assertion of our claims.
4.6 The buyer must notify us immediately of any impending or actual access by third parties to the goods subject to our retention of title or to the claims assigned to us, as well as of any other impairments, in particular through global assignments. The costs of defending against third-party interventions shall be borne by the buyer if he fails to notify the seller or fails to do so in good time, as well as in the event of a successful intervention if the enforcement of the costs against the defendant as the party liable for the costs has been attempted in vain.
4.7 We shall be entitled to demand the return of goods owned by us if the buyer is in default of payment or violates his obligations; clause 8 shall apply accordingly. No right of retention may be asserted against this claim for return. In the event of default in payment, insolvency, inability to pay, or any other threat to the seller’s security interest, we may revoke the authorization to resell or collect the claims assigned to us. The assertion of the claim for surrender and the seizure of goods owned by us shall not be deemed a withdrawal from the contract.
4.8 At the Buyer’s request, we shall release the securities to which we are entitled hereunder to the extent that their value exceeds the secured claim by 20 percent or more.
5. Packaging, shipping and transfer of risk
5.1 Packaging shall be at the expense of the buyer. Disposable packaging will not be taken back.
5.2 The risk shall pass to the buyer, even in the case of carriage paid delivery:
a) for deliveries without installation or assembly, when they have been shipped or picked up. Deliveries are insured by us against the usual transport risks.
b) for deliveries with installation or assembly on the day of acceptance at our premises or, if agreed, after satisfactory trial operation.
5.3 Transport insurance will only be taken out at the express request and expense of the buyer.
5.4 Any losses and damages must be reported to the railroad, the truck driver or the parcel service driver immediately upon receipt of the goods – if possible before unloading. In this case, the buyer must have the complaints certified on the consignment note or the negotiation record otherwise provided for this purpose and send it to us within 2 days.
6. Delivery periods and obstacles to delivery
6.1 The delivery period shall commence upon notification by the Purchaser of all circumstances essential for the execution of the order and compliance with the agreed terms of payment. It shall be deemed to have been complied with if readiness for dispatch has been notified or the goods have left the factory by the time it expires.
6.2 Agreed delivery periods are only approximate; minor delays shall be accepted as contractual.
6.3 If we or our supplier are prevented from delivering on time due to unforeseen events that we or they cannot avert even with reasonable care, such as energy or material shortages, operational disruptions, strikes, and lockouts in our industry or at our supplier, we shall be entitled, at our discretion, to extend the delivery periods by the corresponding duration or, in the event of an impediment that is not only short-term, to withdraw from the contract in whole or in part.
6.4 Penalties for delay and liability for damages caused by slight negligence to non-essential legal interests, in particular health, body, and life, are expressly rejected without prejudice to any statutory right of withdrawal.
6.5 If, after we have already defaulted for reasons other than those set out in Clause 6.3, the Purchaser sets us a reasonable grace period in writing, the Purchaser shall be entitled to rescind the contract after the fruitless expiry of such period. The Buyer shall only be entitled to damages in lieu of performance if the delay is due to intent or gross negligence; the amount of such damages shall be limited to the foreseeable damage.
6.6 The exclusion of liability pursuant to 6.4 and the limitation of liability pursuant to 6.5 shall not apply if a commercial fixed-date transaction has been agreed in writing and we are responsible for the delay in delivery.
6.7 We shall be entitled to partial performance insofar as this is reasonable for the Buyer.
6.8 If shipment, collection, or delivery is delayed at the buyer’s request by more than 14 days after notification/report of readiness for shipment/collection (including working days, weekends, and public holidays), the buyer may be charged a storage fee of 1% of the value of the goods per month or part thereof from the 15th calendar day. Any additional transport, handling, or insurance costs will be charged separately. The risk of accidental loss or deterioration of the stored goods shall pass to the buyer upon notification of readiness for collection.
7. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
7.1 The Buyer shall take over at its own expense and provide in due time:
a) the items/materials required for assembly and commissioning, such as scaffolding, hoists and other equipment, fuels and lubricants, as well as for all ancillary work outside the industry,
b) energy and water at the point of use, including connections, heating, and lighting,
c) sufficiently large, suitable, dry, and lockable rooms for storing materials, tools, etc. in the immediate vicinity of the installation site. Furthermore, adequate work and recreation rooms must be provided for the assembly personnel. In addition, the customer must take appropriate measures on the construction site to protect the property of the supplier and the assembly personnel, as he would take to protect his own property,
d) protective clothing and protective devices that are necessary due to special circumstances at the place of assembly.
7.2 Prior to the start of the installation work, the Buyer shall provide, without being requested to do so, the necessary information on the location of concealed electricity, gas, water lines or similar installations as well as the required structural data. He must ensure that the installation and commissioning are not disturbed by mobile means of communication.
7.3 Before the start of installation or assembly, the supplies and items required for the work to be carried out must be available at the installation or assembly site, and all preparatory work must be sufficiently advanced before the start of installation so that the installation or assembly can be started as agreed and carried out without interruption.
7.4 If the installation, assembly, or commissioning is delayed due to circumstances for which the seller is not responsible, the customer shall certify the costs for the waiting time and any additional travel required by the supplier or the assembly personnel to a reasonable extent.
7.5 The buyer shall certify to us on a weekly basis the duration of the working time of the assembly personnel and the completion of the installation, assembly, or commissioning without delay.
7.6 If we demand acceptance of the delivery after completion, the Buyer shall carry this out within two weeks. If this does not happen, acceptance shall be deemed to have taken place. Acceptance shall likewise be deemed to have taken place when the delivery has been put into use – if applicable, after completion of an agreed test phase.
8. Liability for material defects
8.1 We shall be liable to the Buyer in accordance with the following provisions for any damage caused to the Buyer by the Buyer’s own use of the delivery item and as a result of the Buyer being liable for any damage arising from the resale. We are not liable if our assembly and operating instructions have not been observed and the defect is caused by this or if the delivery item is disturbed by mobile means of communication.
8.2 For the goods delivered by us, we warrant for flawless material, professional design and manufacture. The warranty also extends to the fact that we have complied with the relevant DIN standards, construction and testing principles, DVGW marks, official test certificates and test reports valid at the time of manufacture, provided that we have referred to them in our sales documents. Furthermore, we are liable for damage caused if the assembly and operating instructions accompanying our products are incorrect, provided that we are at fault in accordance with 8.10.
8.3 The information and descriptions given in our catalogs and brochures shall only be authoritative unless deviations are expressly indicated. Should there be changes in dimensions and weights stated in the catalogs and brochures due to production or other reasons, the Buyer shall be informed of the relevant changes in a binding offer. If the purchaser accepts this offer by written declaration, only the amended performance specifications shall be binding. This offer shall be deemed to have been accepted if the purchaser does not declare rejection within 2 weeks of receipt of the amended offer. Subject to deviating individual agreements, in particular the guarantee of certain properties, minor production-related deviations, in particular with regard to the surface quality as well as the color shades within the scope of the tolerances customary in the trade, shall be deemed to correspond to the agreed quality if they do not unreasonably impair the overall impression and the functionality of the delivery item. The same applies to minor deviations from illustrations, dimensions and weight specifications in our catalogs, brochures, offers and written confirmations.
8.4 The Buyer is obliged to inspect the goods immediately upon receipt. Complaints about the delivery, in particular all defects that are externally visible upon careful inspection, must be received by us in writing before assembly and within 2 weeks after receipt of the goods. Other defects and any consequential damage must be reported to us immediately, at the latest, however, within 2 weeks after they were discovered or could have been discovered. The buyer must ensure that all necessary measures to mitigate the damage are taken without delay. We shall be given the opportunity to inspect the defective parts and the damage on site in unaltered condition. Any additional costs incurred due to a delayed notification of defects shall be borne by the Buyer. § Section 377 of the German Commercial Code (HGB) shall remain unaffected. Only in urgent cases of endangerment of safety and to avert disproportionate damage or if we are in default with the repair or expressly agree to it, the Buyer shall have the right to remedy the defect in the delivery item itself or have it remedied by third parties. If these obligations are not observed, our warranty or liability shall lapse.
8.5 Claims for material defects shall become time-barred after 12 months. This shall not apply if the law prescribes longer periods in accordance with Sections 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) and 634 a (1) No. 2 (construction defects) of the German Civil Code (BGB) prescribes longer periods, as well as in cases of injury to life, limb, or health, in the event of an intentional or grossly negligent breach of duty by the supplier, and in the event of fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
8.6 Insofar as we provide a warranty in accordance with the above provisions, we may, at our discretion, either replace the defective parts free of charge or repair them ourselves or have them repaired by third parties. Insofar as the Buyer and the skilled craftsman are entitled to remedy the defect themselves or have it remedied by third parties in accordance with 8.4, we shall also reimburse the necessary removal and installation costs.
8.7 If we are not willing or able to provide subsequent performance, in particular if it is delayed beyond a reasonable period or fails in any other way, the buyer shall be entitled, at its discretion, to demand that the contract be rescinded, the purchase price be reduced accordingly, or compensation be paid in accordance with the following provisions.
8.8 Claims by the buyer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded if the expenses increase because the object of delivery has subsequently been moved to a location other than the buyer’s branch office, unless the transfer corresponds to its intended use.
8.9 Recourse claims of the buyer against us in accordance with § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the buyer has not made any agreements with his customer that go beyond the statutory claims for defects. No. 8 shall also apply accordingly to the scope of the buyer’s recourse claim against us in accordance with § 478 (2) BGB.
8.10 We shall be liable for our own breach of duty as well as for such of our vicarious agents in case of slight negligence only in case of breach of our duties under 8.2, limited to damages up to a maximum amount of € 1 million per damage event. Any liability beyond this is excluded. Excluded from this limitation is liability for injury to life, limb and health.
9. Warranty
9.1 The following warranty periods apply to the following product groups from the date of delivery:
- DIGIMIC – 36 months
- DIGIMIC lean+ – 24 months
- Smart DIGIMIC – 24 months
- brählerOS hardware– 24 months
- Kabel & Zubehör – 24 months
- INFRACOM – 36 months
- Mikrofone & Headsets – 12 months
- RFID Chipcard, Kopfhörer & Akkus – 6 months
9.2 Customized items are excluded from the above warranty periods.
9.3 A warranty is granted exclusively upon request and after individual agreement.
Otherwise, the provisions on liability for material defects in accordance with Section 8 remain unaffected. The buyer’s statutory warranty rights exist independently of this warranty.
10. Taking back of goods
Goods delivered by us that are free of defects will not be taken back. If, in individual cases, we agree to do so by prior written agreement, we will credit the buyer with the invoice amount less 20 percent for inspection and handling costs and for lost profits. Necessary reconditioning costs will be charged additionally. The buyer shall bear the transport risk and transport costs.
11. taking back of old equipment
As a manufacturer, Brähler Systems GmbH is obligated to take back waste electrical and electronic equipment of the same assortment Old equipment of the same assortment from the following categories will be taken back:
Category 2:
Screens, monitors, and devices containing screens with a surface area of more than 100 square centimeters
Category 6:
Small information and telecommunications technology devices with no external dimension exceeding 50 centimeters.
Before returning any old equipment, please always contact our service center.
Contact and return address:
Brähler Systems GmbH
– Service Center –
Auf der Alten Burg 6
53639 Königwinter
Germany
Phone: +49 2244 84144
E-Mail: service@braehler-systems.com
12. Property rights
12.1 Sofern nicht anders vereinbart, sind wir verpflichtet, die Lieferung lediglich im Land des Lieferorts frei von gewerblichen Schutzrechten und Urheberrechten Dritter (im Folgenden: Schutzrechte) zu erbringen. If a third party asserts justified claims against the Buyer due to the infringement of property rights by deliveries made by us and used in accordance with the contract, we shall be liable to the Buyer within the period stipulated in 8.5 as follows:
a) At our discretion and at our expense, we shall either obtain a right of use for the deliveries in question, modify them so that the property right is not infringed, or replace them. If this is not possible for us under reasonable conditions, the buyer shall be entitled to the statutory rights of withdrawal or reduction.
b) The above obligations on our part shall only apply if the buyer immediately notifies us in writing of the claims asserted by the third party, does not acknowledge any infrigement, and reserves all defensive measures and settlement negotiations for us. If the buyer ceases to use the delivery for reasons of mitigation of damage or other important reasons, they are obliged to inform the third party that the cessation of use does not constitute an acknowledgment of an infringement of property rights.
12.2 Claims by the buyer are excluded if he is responsible for the infringement of property rights.
12.3 Claims by the buyer are also excluded if the infringement of property rights is caused by special specifications of the buyer, by an application that we could not foresee, or by the fact that the delivery has been modified by the buyer or used together with products not supplied by us.
12.4 In the event of infringements of property rights, the provisions of No. 8 shall apply mutatis mutandis to the buyer’s claims regulated in No. 12.1 a).
12.5 In the event of other defects of title, the provisions of No. 8 shall apply accordingly.
12.6 Any further claims or claims other than those regulated in this paragraph by the buyer against us and our vicarious agents due to a defect of title are excluded.
13. rights of use
The marks AUTOMIC; AUTOMIC-plus; DIGIMIC; DIGIVOTE, CONGRESS DATA SYSTEM; CDSVAN Virtual Audio Network; MULTICOM and INFRACOM in combination with other mark components are registered trademarks of Brähler ICS Konferenztechnik AG. The latter is the owner of the exclusive rights of use of the programs and products made available by it. The purchaser is not entitled to duplicate and/or have duplicated the aforementioned programs and products in part or in full without our prior written consent.
14. Cancellations
If the buyer cancels an order or individual items from an order after the order has been received and confirmed, we will charge a cancellation fee of 20% of the net order value of the canceled item(s). Any additional costs already incurred, in particular for materials, custom-made products, and transport, will be invoiced separately.
15. Place of performance, place of jurisdiction, choice of law
15.1 The place of performance for delivery is the respective shipping location, for payments our registered office.
15.2 The exclusive place of jurisdiction, including for actions on checks and bills of exchange, is Königswinter.
15.3 German law applies exclusively. The UN Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.