GENERAL TERMS AND CONDITIONS OF THE COMPANY DEFSOLUTION GMBH
These General Terms and Conditions (hereinafter referred to as „GTC“) are an integral part of all offers and contracts with customers and suppliers concerning deliveries or other services including contracts for work and services of the company DEFSolution GmbH (hereinafter referred to as DEF). Agreements that deviating from or supplementary to the GTC take precedence over the GTC, provided that they have been agreed upon in writing between the parties. 1.2 The GTC of the even if the company DEF in knowledge of these conditions unconditionally provides services, are only valid if they are expressly accepted in writing by the company DEF. confirmed in writing by the company DEF in place of these GTC. If there are changes to these terms and conditions by the company DEF, the contract content between the company DEF and the customer valid, if the customer agrees to this change or within one month after the announcement of the Change does not object in writing.
conclusion of contract
Orders placed by the customer are always considered non-binding. The contract is only with the receipt and in accordance with the content of a written order confirmation (also by e-mail) of the company DEF or at the latest with the delivery of ordered goods or manufactured products (hereinafter collectively also referred to as „performance“) or by the provision of the agreed service (hereinafter collectively also „subject matter of the contract“) by the company DEF comes into effect
The performance characteristics of the subject of performance and the subject of the contract are defined in the performance description of the respective individual contract between DEF and the customer or in the order confirmation and the customer or in the order confirmation conclusively described. Verbal promises, catalog information, drawings, illustrations, dimensions, weights or other performance or other performance data are binding only if they are expressly agreed in writing. The same applies to properties that are guaranteed according to public statements by the company DEF or its agents, in particular in advertising or in the labeling of the goods can be expected. The customer reasonable technical and design deviations from specifications in brochures, catalogs and written documents, as well as model, design and material and material changes in the course of technical progress and further development are reserved, without any rights against the company DEF can be derived from this.
If consulting or other services are the subject of the contract between DEF and the customer, these must be expressly agreed in writing. The services to be provided in individual cases by the company DEF are based on the contents specified in the order confirmation.
In addition, DEF is not liable in principle for a specific consulting or other success 2.4 In the legal sense, the company DEF does not guarantee the existence of specific the existence of certain qualities of the service and contractual items, unless expressly agreed in writing in individual cases and unless mandatory legal provisions legal provisions provide otherwise.
terms of delivery and performance
A delivery date or performance date is subject to change, non-binding and subject to timely delivery and unforeseen circumstances and obstacles. and obstacles and will be agreed in writing by the company DEF according to the expected performance capacity. Regardless of whether this is at the company DEF or at a company from which the company DEF the goods or services in whole or in part. These circumstances and obstacles extend the delivery date or performance date accordingly, even if they occur during a delay that has already occurred. The following shall also be extended any grace period set by the customer in this case shall be extended by the duration of the circumstance and obstacle. Should there be delays in delivery or performance that last longer than six weeks, caused by a circumstance or an obstacle, the company DEF reserves the right to withdraw from the contract. withdraw from the contract.
Compliance with delivery deadlines agreed in writing or deadlines for the provision of services requires that the customer provides all information necessary for the delivery or performance of the service in time. information necessary for the delivery or performance of the service in due time, in particular that the customer performs the respective acts of cooperation incumbent upon him. Otherwise the delivery period or the period for the performance of the service shall be extended appropriately.
The company DEF is entitled to reasonable partial deliveries and partial services.
invoicing / due date and delay
Consultancy and other services of the company DEF are remunerated on a time basis, unless otherwise specified in the order confirmation.
specified in the order confirmation. The deliveries and services of the company DEF are remunerated according to the individual contractual definition according to fixed price or time spent.From the written order confirmation you can see the amount of the hourly/daily rates.
The written order confirmation is decisive for the scope of delivery and the determination of the remuneration according to fixed price or time expenditure. If this deviates deviates from the order or from the order of the customer, it is nevertheless authoritative, if the customer does not immediately object to this or services from the company DEF without reservation.
All prices are net and plus any expenses and the applicable statutory VAT. Expenses can be in particular travel expenses,overnight expenses, additional expenses for meals, telecommunication costs, printing costs, copying costs as well as postage costs. Net prices
for deliveries of goods shall, unless expressly stated otherwise, include normal packaging plus shipping costs and/or the cost of transport insurance – unless otherwise stated. Costs for transport insurance – if such was concluded in the individual case
DEF is authorized to make and demand partial payments and partial invoices.
Partial invoices / interim invoices will be issued weekly or fortnightly according to the work performed at the agreed hourly rate or an agreed fixed price, unless otherwise agreed fixed price, unless otherwise agreed.
Invoices shall be due and payable without deduction no later than 14 days after the date of the invoice, unless a different due date is specified in the respective invoice results. The receipt of payment by the company DEF is decisive. If the customer is in arrears with the payment of the invoice, from the due dates. DEF is entitled to charge interest at the rate of 9% points above the prime rate of the European Central Bank. The company DEF is
DEF is entitled to terminate the contract without notice
The company DEF reserves the right to refuse to accept checks or bills of bill of exchange.
liability for material defects
The company DEF is not liable for services rendered for a commercial or other performance success intended by the customer.
In the event of material defects in the objects of performance, DEF shall, at its discretion, rectify the defect or make a replacement delivery. Replaced parts go without compensation into the property of the company DEF. If the company DEF reported defects within a reasonable grace period set in writing, or two or two attempts to remedy fail, the customer is entitled either to withdraw from the contract or to demand a reasonable reduction. If the customer chooses to withdraw from the contract due to a legal or material defect after a failed subsequent performance, he shall not be entitled to any additional no compensation for damages due to the defect, unless mandatory legal provisions stipulate otherwise. Warranty claims shall become statute-barred one year after acceptance or handover of the object of performance or contract, unless mandatory legal provisions stipulate otherwise.The defect must be reported immediately, unless mandatory legal provisions stipulate otherwise.
Warranty claims against the company DEF are excluded, if the customer makes changes or interventions in / on the performance objects or uses them inadequately. The warranty is not void, if the customer can prove that the changes, the interventions or the inadequate use are not in inadequate use are not connected with the claimed defect.
The customer is entitled to warranty claims only as a direct contractual partner of DEF and shall not be assigned.
granting of rights of use
DEF is entitled to all exclusive rights of use and exploitation in the context of the provision of the contractual services by DEF.
The rights of use, which the customer receives, are exclusively for the contractually intended purpose. An extension of the rights of use, passing on rights or processing rights to the customer always requires a separate express and written agreement.
retention of title
The company DEF reserves from the ongoing business relationship, until full settlement of all claims of the company DEF the ownership of delivered objects of performance. The pledge or transfer by way of security of the goods is prohibited before the transfer of ownership. A resale is only within the framework of a proper business transaction. In the event of resale of the goods subject to retention of title, the customer already assigns to us at the time of conclusion of the contract his purchase price claim against the purchaser in full to the company DEF.
The customer is no longer entitled to dispose freely of the goods, if the customer is in arrears with a payment in whole or in part, or if he stops his payments and there are justified doubts about payments and justified doubts about his solvency or creditworthiness arise. In such a case, the company DEF can the collection authority of the customer against the consignee. The company DEF is then entitled to request information about the goods recipients, to inform them of the DEF and to collect the claims of the customer against the consignee.
Unless otherwise stated in the GTC or in applicable mandatory legal provisions, all claims for damages and reimbursement of expenses of the customer against its of the customer against the company DEF, its organs, its legal representatives and / or its agents for whatever legal reason assigned.
The liability of the company DEF is limited to the amount of coverage of the business liability insurance (max. 5.000.000,00 €), delayed limited by the insurance benefit, unless mandatory legal provisions provide otherwise. The extent of the liability is, in case of violation of
essential contractual obligations limited to the contract value, if the company DEF, its organs, its legal representatives and / or its vicarious agents only slight or ordinary negligence is charged, unless mandatory legal provisions provide otherwise.
If the damage would not have occurred in case of proper data backup in the area of responsibility of the customer, DEF is not liable for the loss of data. A proper data backup is assumed if the customer backs up his data at least daily in machine-readable form and thus ensures and thus ensures that these data can be restored with reasonable effort. The liability of the company DEF for the Loss of data is limited to the typical recovery effort that would have occurred with proper data backup.
Secrecy and data protection
The contracting parties undertake not to disclose any trade and business secrets about the other party and/or its business partners that become known to them during their cooperation other contracting party and/or its business partners, of whatever nature, which by their nature are not intended for the general public, and to keep them strictly confidential and to keep them secret from third parties during the term of the contract and for two years after termination of the contract. This shall not apply if information was already demonstrably known already demonstrably known prior to the business relationship
information subject to secrecy pursuant to clause 10.1.
The parties mutually undertake to comply with the statutory provisions on data protection, in particular Section 5 of the German Federal Data Protection Act, and to ensure compliance with these provisions shall ensure compliance therewith. The above obligations shall continue to apply after termination of the cooperation.
Cooperation of the Customer
The customer is aware that DEF is dependent on the cooperation of the customer to provide the contractual services. The customer customer undertakes, upon reasonable request, to provide all documents and information necessary for the performance of the contractual services and information required for the performance of the contractual services without delay and in full. The customer undertakes to provide the documents and information required for the performance of services ordered by the company DEF, the employees of the company DEF as well as any subcontractors or vicarious agents of the company DEF, which are involved in the performance of the contractual services under the contract, sufficient access to its premises and systems, provided that this is necessary for the performance of the contract. this is necessary for the execution of the contract.
The customer is also obliged within the scope of his duties to cooperate to provide, if required, suitable rooms free of charge and in due time for employees of DEF who are involved in the performance of services. services, free of charge and in a timely manner, in which documents, work equipment or data carriers can be safely stored. can be stored safely.
All cooperation services of the Customer shall be free of charge, unless expressly agreed otherwise.
If the customer does not fulfil his obligations to cooperate or does not fulfil them in time, DEF may set the customer a reasonable deadline to fulfil his obligations to cooperate. set. If the fulfillment of the obligations to cooperate is not within the time limit set by the company DEF, then the company DEF is entitled to terminate the Contract for substantial reasons. Further claims of the company DEF remain unchanged in case of termination.
third party rights
The customer warrants to DEF that if DEF executes the order according to the customer’s specifications, it does not violate any rights of third parties. The customer is obliged to indemnify the company DEF from all claims, if the company DEF is claimed by a third party. The obligation to indemnify refers also to all expenses incurred by the company DEF in connection with the implementation of the contract, for projects or services represented by a third party has to bear.
Warranty and guarantees
Unless otherwise expressly agreed below, the statutory liability for defects applies. For consumers the limitation period for claims for defects shall be for used goods shall be one year from delivery of the goods. For entrepreneurs, the limitation period for claims for defects shall be one year from the passing of risk; the statutory limitation periods for the right of recourse according to § 478 BGB remain unaffected. With respect to entrepreneurs, only our own specifications and the specifications of the of the goods shall be deemed to be our own information and the manufacturer’s product descriptions included in the contract; we shall not be liable for public statements by the statements of the manufacturer or other advertising statements. If the delivered item is defective, we shall initially provide a warranty to entrepreneurs by, at our discretion at our discretion by remedying the defect (repair) or by supplying a defect-free item (replacement delivery). The aforementioned restrictions and shortening of time limits shall not apply to claims based on damage caused by us, our legal representatives or our vicarious agents
• in case of injury to life, body or health
• in case of intentional or grossly negligent breach of duty as well as fraudulent intent
• in the event of a breach of material contractual obligations, the fulfillment of which is a prerequisite for the proper execution of the contract and compliance with which
the contractual partner may regularly rely on (cardinal obligations)
• within the scope of a guarantee promise, if agreed upon insofar as the scope of application of the Product Liability Act is opened. Information on any additional warranties that may apply and their exact conditions can be found in each case with the product.
You can reach our customer service for questions, complaints and claims by e-mail at firstname.lastname@example.org
The following applies to consumers: If goods are delivered with obvious transport damage, please complain about such defects as soon as possible to the delivery company and contact us immediately.
please contact us immediately. Failure to make a complaint or contact us has no effect on your legal claims and their enforcement, in particular your and their enforcement, in particular your warranty rights. They help us, however, our own claims against the carrier or transport insurance company.
For entrepreneurs, the following shall apply: The risk of accidental loss and accidental deterioration shall pass to you as soon as we deliver the goods to the carrier, the freight forwarder or any other party responsible for the execution of the delivery. carrier or the person or institution otherwise designated to carry out the shipment. Among merchants, the obligation to examine the goods and to give notice of defects as stipulated in obligation to examine the goods and to give notice of defects. If you fail to give notice of defects as regulated therein, the goods shall be deemed to have been approved, unless the defect was which was not recognizable during the inspection. This shall not apply if we have fraudulently concealed a defect
Prepayment, invoice, cash payment upon collection
right of withdrawal
Consumers are entitled to the statutory right of withdrawal as described in the cancellation policy. Entrepreneurs are not granted a voluntary right of withdrawal.
Shipping costs are added to the stated product prices. You can find out more about the amount of the shipping costs in the offers.
In principle you have the possibility to pick up the goods at DEFSolution GmbH, Adam-Opel-Straße 6, 38112 Braunschweig, Germany at the following business hours: Monday to Friday from 8am to 4pm, except on public holidays. Please inform us at least two working days before your pick-up, so that we can can provide the goods from our warehouse.
Individual deviations, changes or additions to these terms and conditions must be in writing, otherwise they are void.
The customer is entitled to the assignment or transfer of claims from the existing business relationship to third parties only if the company DEF has agreed in writing in advance.
The respective national law of the country in which the registered office of DEF is located shall apply. The applicability of the United Nations Convention Nations Convention on Contracts for the International Sale of Goods (CISG) and the provisions of the conflict of laws, which would require the application of another law, are excluded.
The place of jurisdiction for all disputes arising from the business relationship shall be the court competent for the registered office of DEF.
Should a provision of these terms and conditions is or becomes legally invalid, the order placed and the other provisions of these terms and conditions shall remain nevertheless effective. An invalid provision shall be replaced by a provision that is equivalent to it in terms of economic success. Corresponding applies to the existence of loopholes.