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§ 1 Validity and conclusion of the contract

1. All offers, deliveries, and services with regard to entrepreneurs, legal persons
under public law, and special assets under public law (purchasers) are based on our
general terms and conditions of business. This will also apply to future business
relationships. Any terms and conditions of business of our contractual partners that
deviate from these will not be recognized.


2. Any differing agreements must be made in writing. This will also apply to the
waiver of the requirement for the written form.


3. We shall retain the proprietary rights in estimates of costs, offers, drawings, and
other documents that we have produced ourselves, if they include calculations or
graphical representations. If no contract is concluded, they must be returned to us on
request.


4. Our offers will not be binding and will impose no obligation. Any offers submitted to
us must be confirmed by us in writing. Without such confirmation, there will be no
contract.


5. For the purpose of the decision on the substantiation, execution and termination of
the contractual relationship we collect and use probability values for whose
calculation address data amongst other things are integrated.

 

§ 2 Delivery

1. Shipping will be carried out at the risk and expense of the recipient from provision
to dispatch.


2. Partial deliveries will be permitted.


3. If the purchaser fails to participate as required, delivery dates that have been
promised will be extended accordingly.


4. The purchaser will not be entitled to refuse to accept goods or services because of
negligible defects. It must check the goods without delay when they are received,
and must report any defects immediately. Purchasers that fail to report defects within
a period of two weeks after receiving the goods will lose their right to make a claim,
unless the defects are concealed.


5. If any goods that have been delivered are defective, they must be returned to us at
the risk and expense of the purchaser. If the complaint about defects turns out to be
justified, the purchaser will be repaid the normal cost of returning the items
concerned.

 

§ 3 Payment

1. Prices include packaging costs. They do not include the cost of shipping, of setting
up or of installation. The rate of value added tax that is valid at the time of delivery
must be paid in addition.


2. The amount invoiced will be due for payment thirty (30) days from the date of
invoice. If payment is made within fourteen (14) days, the purchaser will be entitled to
deduct a discount of two percent (2%).


3. The purchaser will only be entitled to rights of setoff if there are legally binding
identified undisputed or recognized requirements, and it will only be entitled to rights
of retention if its counterclaim is based on the same contractual relationship.


4. If the value of the order is below € 150.00, we shall make a € 15.00 surcharge for
minimum quantities.


5. We shall charge a handling fee of € 15.00 for every reminder. During the period of
delay, an annual interest of twelve percent (12%) will have to be paid to us for late
payment.

 

§ 4 Reservation of title

1. All items that have been delivered will remain the property of CobiNet GmbH until
all outstanding bills arising from the transaction have been paid in full to CobiNet
GmbH by the purchaser.


2. The purchaser may neither pledge nor transfer the goods as security during the
period of the reservation of title. It must ensure that the goods are not covered by
blanket assignments or assignments by way of security of its warehouse.


3. The purchaser will be entitled to resell the goods in the normal course of business
and on the condition that it receives payment from its customers or supplies them on
its own part under reservation of title. Herewith, claims of the purchaser from resale
against its customer will be transferred to CobiNet GmbH, provided the claims have
not been paid in full. The purchaser must provide the relevant information when
requested to do so by CobiNet GmbH. In the event of any delay, we shall be entitled
to make the assignment by way of security known to the purchaser's customer and to
request that payment be made to us.


4. CobiNet GmbH will be able to demand the goods from the purchaser if the
purchaser provides important grounds for doing so (such as a delay in making a
payment, cessation of payment, application for the opening of insolvency
proceedings, bills of protest, or evidence of insolvency or excessive indebtedness). In
such a case, we shall hold on to the items until payment is made in full. If this is not
done within a reasonable period, we shall be able to withdraw from the contract.


5. If the supplied goods are processed, mixed, or combined, CobiNet GmbH will be
entitled to a share in the new article that corresponds to the ratio of the value of the
processed article subject to retention to the total value of all processed articles. If the
goods are combined with a piece of real estate, the purchaser will surrender its claim
for goods and services supplied to the owner or user of the real estate to CobiNet
GmbH as security for its claim.

 

§ 5 Warranty

1. If the goods are defective, the purchaser will be entitled to demand supplementary
performance in the form of a removal of the defects. CobiNet will instead be entitled
to delivery of goods that are free of defects. If two attempts to remove the defects are
unsuccessful, the purchaser will be able either to reduce the purchase price or to
withdraw from the contract. The statutory periods will apply to the exercise of
warranty rights.


2. If the supplementary performance is unsuccessful, the customer will be entitled, as
it sees fit, either to demand that the agreed price be decreased or to withdraw from
the contract.


3. CobiNet GmbH will be liable under the statutory provisions for claims for damages
that are based on intent or gross negligence. Apart from in cases of intent, liability for
damages will be restricted to the foreseeable damage that typically occurs. This will
also apply to other possible cases of liability. There will be no liability for damage
resulting from slight negligence.


4. CobiNet GmbH will not be liable for damage that is caused to the purchaser by
persons and institutions that are not agents of CobiNet GmbH (such as the postal
service, rail, and shippers). The purchaser will be entitled to take out transport
insurance or to request that CobiNet GmbH take out such insurance at its own
expense.

 

§ 6 Place of jurisdiction and place of performance

1. The place of jurisdiction will be either the location of the headquarters of CobiNet
GmbH or the statutory place of jurisdiction of the purchaser, whichever CobiNet
GmbH chooses.


2. Provided nothing to the contrary is stated in the confirmation of order, the place of
performance will be the business headquarters of CobiNet GmbH.

 

§ 7 Final provisions

1. The law of the Federal Republic of Germany will apply exclusively, excluding the
terms of the UN Law on Sales. This will also be the case with deliveries outside the
Federal Republic Germany.


2. Oral agreements will only apply after they have been confirmed in writing.


3. Details of the purchaser's address and order will be processed and saved
electronically. CobiNet GmbH gives an assurance that it will not pass these details to
third parties, for example for the purpose of publicity.


4. If any individual terms of these General Terms and Conditions of Business or of
any additional agreements should be completely or partially ineffective or voidable,
this will not affect the validity of any other terms or agreements. The ineffective term
will be replaced by one that comes closest to achieving the business purpose of the
contract.