Dr.-Ing. Paul Christiani GmbH & Co. KG, Technical Institute for Vocational Training, legally represented by Christiani Verwaltungs GmbH, the latter represented by its managing directors Ralf Detzel, Helmut Fromm and Ludwig Pfister, hereinafter referred to as Christiani, Hermann-Hesse-Weg 2, 78464 Konstanz
These general terms and conditions shall apply to any reciprocal claim arising from or in connection with a contract concluded between a mercantile customer and Christiani; they shall always apply in the version which is relevant at the moment of conclusion of the contract.
II. Subject matter of contract
Christiani shall supply to the customer the goods ordered after offer acceptance. In case Christiani should later realise that an error has occurred on their part, e.g. for a product, a price or for availability, Christiani shall immediately inform the customer. The customer may then place his order according to the modified conditions; otherwise Christiani shall be entitled to cancel the contract. There will not be any further claims admitted in such a case.
III. Conclusion of contract
Formation of a contract about an offered article or service shall be made by acceptance of the contract offer through Christiani. Christiani shall soon inform the customer about the acceptance of his demand for conclusion of a contract either by giving an order confirmation or, at the latest, by supplying the ordered goods.
IV. Availability clause
In case Christiani should ascertain after conclusion of the contract that the ordered goods are no longer available at Christiani’s site or cannot be supplied for legal reasons, Christiani may either offer an article or service of the same quality and price or cancel the contract. The proposal of a substitute delivery or of contract cancellation shall be made immediately, at least within 6 working days after receipt of the customer offer. After the contract has been cancelled either by Christiani or by the customer, Christiani shall reimburse any payment already received.
Unless otherwise agreed prices are valid Ex Works, packing excluded (Incoterms 2010).
In case of missing cartons or damages occurred during the transport the customer has to inform the responsible post office or transport company within 24 hours. The same shall apply to damages occurring despite proper packaging. Replacement shall only be possible upon presentation of the written record.
No additional cost will incur for the customer for any additional or subsequent supply which is caused by Christiani.
The prices are non-binding and are to be understood ex works in Euro, also for deliveries abroad. The prices in the confirmation of order issued by Christiani shall represent the valid price. In case the valid prices differ from the prices in the catalogue the customer is entitled to revoke the order by written notice within 24 hours.
The invoice shall state the net price for the goods as well as the price for all other services such as packing, dispatch, insurance, added value tax (where applicable) valid at the moment of invoicing, etc.
Unless otherwise agreed, payment has to be made in advance.
VIII. Reservation of ownership
Christiani reserves the right of ownership for all goods supplied to the customer until final and complete payment. As far as Christiani exchanges an article within the warranties, the present terms and conditions are stipulating already today that the ownership of the goods to be exchanged shall be transferred to Christiani at that moment at which the customer receives the exchange supply.
IX. Warranty and Liability
Christiani shall warrant that the articles are free of redhibitory defects and legal infirmities at the moment of transfer of risk. Immediately after receipt of the goods, the customer has to check if they are complete and without defects and, in case of defect, inform Christiani about these within one week after receipt at the latest. If there is any defect, the buyer may ask for follow-up fulfilment. In case this correction of fulfilment fails two times, the customer shall be entitled to reduce the price or to cancel the contract. Further claims, especially for damages – no matter for what legal reason – shall be excluded. This restriction of liability shall not apply in case the cause of damage is based on malice or on gross negligence on the part of Christiani or if there is a personal injury. This shall not affect customer claims arising from guaranty bonds given by the producers of technical products and joined to these. The warranty period shall be 12 months, for legal transactions with consumers 2 years. Christiani shall take over warranties only for the separate goods ordered, but not for conglomerations of goods, unless expressly agreed upon with the customer.
Christiani shall assume no liability for losses or damages incurred as a result of:
1) Inappropriate or improper use or storage by the customer prior to commencement of operations;
2) Incorrect assembly or repairs by the Customer or third parties;
3) Natural wear and tear, incorrect or careless treatment, or unsuitable operation techniques;
4) Construction work by unqualified staff;
5) Factors beyond Christiani s control;
6) Any defect in any goods or components which were not manufactured by Christiani;
7) Any technical advice given by Christiani other than in writing;
8) Radio interference;
9) Penetration of dust or moisture to the goods;
10) Any modification made to the goods by the Customer.
Christiani shall not be liable for defects when the Customer fails to provide Christiani with sufficient time and the opportunity to carry out repairs and/or to deliver alternative goods. In urgent exceptional cases, Christiani may authorise the customer to repair the goods himself or have them repaired by a third party and to claim reimbursement of the expenses involved therein. Such authorisation will only be effective if given in writing.
Christiani retains all copyrights, patents, and the right of legal protection of registered designs in its drawing, diagrams, software, documents and equipment. Drawings, specifications, documents etc. appended to quotations or forwarded to customers are for their personal use only. They may be neither copied in whole or part nor made accessible to third parties without Christiani s express written consent. Any software programme supplied by Christiani shall not form part of the sale but the customer shall be licensed to use such software (together with any up-dates and modifications which Christiani may at its discretion provide) as specified by Christiani, and if such software shall have been supplied together with goods then it may be used only in connection with such goods.
XI. Data privacy protection
Christiani shall ensure that customer data resulting from orders will be filed, processed, stored and used solely in connection with the execution of an order or for internal market research and own marketing purposes. Christiani shall transmit customer data to related companies only for execution of an order.
XII. Law to apply
German law shall apply to the legal relations between Christiani and the customer as well as to the relevant general terms and conditions. Application of the UN agreement for contracts about international purchase of goods from April 11, 1988 shall be excluded. The stipulations according to the afore-said do not affect compelling regulations of the law of the state in which the customer has his usual residence; this applies if the customer has concluded a purchase order contract which cannot be classed among his vocational or industrial business (consumer contract) and if the customer has made all legal actions necessary for conclusion of this purchase order contract in the state where he has his usual residence.
The customer shall not be allowed to make setoff or retention, unless the claim is uncontested or determined by a legally binding declaratory judgement. The place of performance for payments as well as for supplies shall be the registered office of Christiani. In case separate stipulations of this contract should not be legally binding in their whole or in part or lose their legal effect later, the validity of this contract shall not be affected after all. For this case, the parties shall commit themselves to agree an effective regulation instead of the ineffective one; under consideration of the interest of both parties expressed in this contract and as far as legally possible, this new regulation shall be as near as possible to the economic purpose followed up by the former ineffective regulation. The same shall apply to the case, if the contract shows a gap which could not be foreseen by the parties. The exclusive forum shall be Konstanz or another legal forum chosen by Christiani, as far as the customer is either a merchant in the sense of the mercantile law code or a corporation of public law.