General terms and conditions of Zentrum für Messen und Kalibrieren & ANALYTIK GmbH

1. Scope of application
1. These GTC apply exclusively to entrepreneurs, legal persons under public law or special funds under public law within the meaning of § 310 (1) BGB. We accept terms and conditions of the customer which conflict with or deviate from our own GTC only if we expressly agree in writing to their validity.
2. These GTC also apply to all future transactions with the customer, as far as related legal transactions are concerned.

2. Offer and contract conclusion
Our offer, which has a binding period of no more than six weeks, does not constitute an offer in the legal sense, but is an invitation to the customer to place an order. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of receipt. A contract is only concluded with our written order confirmation, but at the latest with the acceptance of the delivery by the customer.

3. Framework contracts
It is possible to conclude framework contracts for long-term complex deliveries and services, such as calibration services, inspection equipment monitoring etc. The framework contract is negotiated in detail between the customer/buyer and us and only comes about with the written confirmation of the framework contract. The performance, delivery and planning conditions governed by the framework contract and deviating from these GTC apply only to the individual framework contract.

4. Submitted documents
We reserve the right of ownership and copyrights to all documents provided to the customer in connection with placing the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties, unless we give the customer our express written consent. If we do not accept the offer of the customer within the period stated in paragraph 2, these documents must be returned to us immediately.

5. Prices and payment
1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax in the respective valid amount. The costs of packaging, transport and transport insurance will be invoiced separately.
2. Payment of the purchase price must be made exclusively on the account specified in the offer or in the order confirmation.
3. Unless otherwise agreed, the purchase price is payable within 21 calendar days of invoicing. If you pay within 10 calendar days of invoicing, we grant a 2% discount. Interest on arrears is charged at the rate of 9% above the respective base interest rate p.a. along with a lump-sum payment of € 40.00. The assertion of higher damages caused by default remains reserved.
4. Unless a fixed price agreement has been made, reasonable price changes remain reserved due to changes in labour, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.

6. Right of retention
The customer is only authorised to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

7. Delivery time
1. The beginning of the delivery time specified by us requires the timely and proper fulfilment of obligations on the part of the customer. An appeal based on unfulfilled contract remains reserved.
2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any damages incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.
3. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

8. Transfer of risk upon dispatch
If the goods are dispatched to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when leaving the factory/warehouse. This applies regardless of whether the dispatch of goods takes place from the place of performance and who bears the freight costs.

9. Retention of title
1. We reserve title to the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
2. The customer is obliged, as long as the property has not been transferred to it, to treat the purchased goods with care. If maintenance and inspection work has to be carried out, the customer has to carry it out on time at its own expense. As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The customer already assigns to us the claims against the recipient from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or only after processing. The customer remains authorised to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for opening of insolvency proceedings has been filed and payment has not ceased.
4. The processing and restructuring of the purchased item by the customer is done under our name and on our behalf. In this event, the right of expectancy of the customer with regard to the purchased item continues with the restructured item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers pro rata co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us such claims against third parties that accrue to the customer as a result of the combination of the reserved goods with a property; we hereby accept this assignment.
5. We undertake to release the securities to which we are entitled upon request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.

10. Warranty and notice of defects as well as recourse / manufacturer recourse
1. Warranty rights of the customer presuppose that the customer has duly fulfilled its obligations to inspect and submit a complaint under § 377 HGB.
The customer must always check the contractual conformity of the delivered goods without delay. Obvious defects must be reported in writing within a period of 8 days from receipt of the goods, hidden defects within a period of 8 days from discovery. For calibration services, defects must be reported at the latest within a period of two months after the date of issue of the calibration certificate. Otherwise the assertion of warranty claims is excluded. The regulation of § 377 HGB applies in addition.
2. Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. For damages in the event of intent or gross negligence as well as injury to life, body or health, which are based on an intentional or negligent breach of duty of the user, the statutory limitation period applies. As far as longer mandatory periods are prescribed by law according to § 438 (1) (2) BGB (buildings and items for buildings), § 479 (1) BGB (right of recourse) and § 634a (1) BGB (construction defects), these periods apply. Prior to returning the goods, our consent is to be requested.
3. If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we shall repair the goods or replace the goods, subject to the timely notice of defects, at our discretion. We always have the opportunity to provide supplementary performance within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without limitation.
4. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist with insignificant deviation from the agreed quality, with insignificant impairment of the usability, with natural wear or tear as in the case of damage after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable ground or due to special external influences that are not considered under the contract. If the customer or a third party carries out improper repairs or changes, there are no claims for defects for these and the resulting consequences.
6. Claims of the customer for the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently moved to a location other than the customer’s domicile unless the move complies with the intended use.
7. Rights of recourse of the customer against us exist only to the extent that the customer has not made any agreements with its recipients beyond the legally binding claims for defects. Paragraph 6 applies mutatis mutandis to the extent of the customer’s right of recourse against the supplier.

11. Miscellaneous
1. This contract and the entire legal relationship of the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
2. The place of performance and the exclusive place of jurisdiction for all disputes arising from this contract is our business domicile, unless the order confirmation states otherwise.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. Ancillary agreements also require the written form. This also applies to a waiver of the written form requirement.

12. Severability clause
Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.



The English translation is not binding. If any matter gives rise to controversy, the German original text must be used.