General Terms of business - ViALUX GmbH

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ViALUX Messtechnik + Bildverarbeitung
GmbH General Terms of Business (GTB)
1. General Provisions - Scope of Application
1.1 Our Terms and Conditions apply exclusively. We hereby object to and reject any additional or different Terms and Conditions proposed by the customer including those contained in customer’s PO which conflict with or differ from our Terms and Conditions, unless we have given our explicit written consent to their applicability. Our Terms and Conditions shall apply, even if we unconditionally make delivery or render performance to the customer knowing terms and conditions of the customer which conflict with or differ from our Terms and Conditions.
1.2 If ViALUX changes these terms, the new imparted terms become subject terms of contract if the buyer does not contradict within one month.
1.3 Our Terms and Conditions shall equally apply to all future transactions with the customer.
2. Offer and Conclusion of Contract
2.1 Our offers are non-binding. A contract shall only become effective upon ViALUX’ written acknowledgement of the order.
2.2 The buyer is bound to his order for one week unless a different period has been agreed or might be usual.
2.3 Verbal or telephonic agreements, as well as agreements made through representatives, need ViALUX’ written confirmation before becoming legal validity.
3. Prices
3.1 Absent special agreements, our prices are quoted "ex works" Chemnitz exclusive of statutory value-added tax and packing charges, which shall be added.
4. Terms of Payment
4.1 Our invoices are payable within 30 days after date of invoice without deduction.
4.2 Payment has to be made cash, via wire transfer, bank transfer or postal transfer. Checks will only be credited under reserve. Payments are always applied against the oldest outstanding invoice due.
4.3 The customer is in arrears after the end of the payment period without the necessity of a reminder. ViALUX shall then – otherwise after the reminder - be entitled to claim default interest at the rate of 8 % p.a. above the respective base interest rate without further verification. In case of arrears we are entitled to make further deliveries conditional on the cash payment of due invoices or their guaranteed payment. In case of protesting a check or bill of exchange, distraint against the buyer, request for the opening of an insolvency procedure, but also in case of default in taking delivery, deferred claims are due at once without explicit declaration. Furthermore, we shall also be entitled to cancel the contract.
4.4 If the customer is in arrears with a due invoice, the seller can request immediate payment for all other outstanding invoices. The offsetting with claims of the buyer, as well as withholding due payments is prohibited, unless the buyer’s claims are not uncontended or legally established.
5. Reservation of Ownership
5.1 We reserve ownership of the goods until complete payment of all existing and claims arising in future including accessory claims from an ongoing business relationship. The customer acquires ownership for us and coffers the goods for us. Should there be an unification or conglomeration of our goods with goods of the customer or a third party, the customer assigns the ownership or joint ownership of the included parts to us in advance.
5.2 The customer shall only sell the delivered goods and the goods resulting from a unification or conglomeration in duly business transactions. Our customer primarily assigns to us the claims from the resale amounting to the sum of our invoice to guarantee our claims from this ongoing business relationship.
5.3 The customer is obligated to immediately inform us about distraints or any other seizures from third parties to our goods or the assigned claims. Costs for an intervention are to be borne by the customer.
5.4 The customer is obligated to take care of the purchased article. He is especially obligated to insure it against all risks to his own expense.
6. Delivery
6.1 If a default in delivery time is due to force majeure, strike, unpredictable obstacles or similar events, which cannot be influenced by ViALUX, the delivery period will be prolonged appropriately.
6.2 The Seller only falls into arrears if the buyer requests delivery by written reminder within a reasonable term after the delivery due date.
6.3 The amount of damage for delay liable to compensation is limited to 10% of the net order amount of the supplies and services affected by the delay.
7. Shipping, Risk of Loss
7.1 Shipment is made at the buyer’s risk and expense. The same applies to possible returns, unless the purchaser is not entitled for returning the goods. ViALUX chooses the forwarder.
7.2 The risk passes onto the buyer as soon as ViALUX forwarded the goods to be delivered to a carrier or transport company. This also applies in case of partial deliveries or if ViALUX is responsible for other services, e. g. transportation charges or delivery and mounting. When required by the buyer, ViALUX will insure the delivery against damages caused by, transportation, fire, water theft, or breakage at the buyer’s extend.
7.3 If a default in delivery time is due to circumstances the buyer is responsible for, the risk passes to the buyer on the day the delivery is ready for shipment. ViALUX is, however, obligated to cover the requested insurance at the buyer’s wish and extend. The goods shall be stored at ViALUX or with a third party. The buyer has to pay all costs incurred.
8. Warranty
8.1 ViALUX warrants that the products purchased are free from known defects in materials or workmanship under normal use during the warranty period. ViALUX gives 12 months warranty for the specified functions.
8.2 ViALUX‘ warranty is restricted to the replacement of the deficient article or the compensation of the invoice amount of the not replaced article. These warranty claims expire by limitation 12 months after passage of risk and are not transferable.   
8.3 During the warranty period, at ViALUX’s option, at no additional charge, ViALUX will repair or replace defective items with equivalent or superior parts that meet or exceed original specifications. All exchanged products replaced under this warranty will become the property of ViALUX. If after repeated efforts, ViALUX is unable to restore the product to working order, you are entitled to a unit replacement equivalent to the hardware originally purchased.
8.4 Notwithstanding the above, ViALUX fully passes possible further warranty promises of the producers on to the buyer in full without being responsible for them.
8.5 No warranty applies to non-standard parts, early samples or unqualified devices
8.6 This warranty does not extend to any product that has been damaged or rendered defective (a) as a result of accident, misuse, or abuse; (b) by operation outside the usage parameters stated in the product’s user documentation; (c) by the use of parts not designed, manufactured or sold by ViALUX; (d) by modifications to the product; (e) as a result of service by anyone other than ViALUX.
8.7 ViALUX is not responsible for damage to or loss of program, data, or removable storage media. Contact ViALUX for geographic restrictions, proof-of-arrival requirements, response time commitments, and other specific on-site service requirements.
Except as expressly set forth in this warranty, ViALUX makes no other warranties, expressed or implied. ViALUX expressly disclaims all warranties not stated in this limited warranty. Any implied warranties that may be imposed by law are limited to the terms of this expressed limited warranty.
9. Liability
9.1 Liability for direct damage, indirect damage, subsequent damage and third party damage is excluded to the extent permitted by law. Liability in case of intent shall be unaffected by this. Liability shall be limited to the purchase price at maximum in any case.
9.2 ViALUX assumes no liability for any consequences of our services and consequential actions.
10. Closing Provisions
10.1 The assignment of claims against us to third parties is excluded.
10.2 Place of fulfilment and place of jurisdiction is Chemnitz. However, ViALUX is at liberty to sue the buyer at the place of its headquarters.
10.3 The laws of the Federal Republic of Germany apply.
10.4 Should one or more of the provisions of the these General Terms and Conditions be or become invalid or should this contract text contain gaps, then the parties will replace or supplement the ineffective or incomplete provision with an appropriate provision which corresponds as closely as possible to the economic purpose of the desired regulation. The validity of the remaining provisions shall not be affected by this.
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