Fon: +49 (0)88 41/61 14 -0
Fax: +49 (0)88 41/61 14 -20
Executive Director: Harald Ultsch
Turnover tax ID: DE 128 3737 59
§ 1 Jurisdiction
The following general business conditions of Zott+Co GmbH apply to all deliveries and services. Contract and purchase conditions of the buyer do not become part of the contract even without Zott+Co GmbH explicitly contradicting and also in case of our delivery.
§ 2 Contract
Our offers are subject to confirmation. All Orders need to be in writing. Our acceptance is either in writing or by delivery. Other arrangements deviating from this only apply if confirmed by Zott+Co in writing.
§ 3 Order Acceptance
Orders issued are binding to the buyer. For us the acceptance of the order becomes binding only with the explicit acceptance of the order in written form (order confirmation). We may refrain from the order confirmation in case of immediate delivery.
§ 4 Pricing and Payment Conditions
1. Our prices are to be understood as pure net "from factory" including normal packing and exclusive transport. All prices and adhered costs - particularly transport costs - are calculated according to the price list valid at the time of contract signature. Any discounts require an explicit agreement.
2. The applicable Value Added Tax (VAT) is not included in our prices; it is separately indicated on the invoice according to the legal value valid at the invoice date.
3. We retain the right to adapt our prices adequately if within 30 days after contract signature price changes by our subcontractors become valid and the delivery has not yet been executed at the agreed delivery date. On request we will present proof of the price changes of our subcontractors.
4. If the buyer falls into payment arrears we may apply a default interest of 5% above the respective valid base interest rate of the European Central Bank, unless the buyer provides proof that a delay damage has not occurred or is substantially lower. The assertion of further delay damages remains untouched.
5. A cost balancing with counter claims is only valid if undisputed and confirmed as legally binding. The buyer has also no right of a payment retention because of counter claims under dispute.
6. All our claims - including those for which invoices have been issued or for which installments have been agreed - are due immediately and the granting of a target payment date becomes obsolete if the target payment date for a claim is not kept or the buyer falls into arrears or an application of insolvency has been placed on his assets or if he made a declaration in lieu of an oath about his assets according to § 807 ZPO. In these cases we are also entitled to make outstanding deliveries dependent on prepayments or securities. If the prepayments or the securities are not provided even after an adequate extension we may withdraw from the contract.
§ 5 Delivery and Delivery Delay
1. The delivery dates communicated or agreed with the buyer are to be understood as orientation values and are only binding if they have been confirmed by us in writing as being binding.
Zott+Co GmbH can not be held responsible in case of force majeur, or following changed situations regarding approvals by official authorities or legal conditions, operational breakdowns, trade disputes or problems with the material procurement, also if these instances originate from our subcontractors, even at binding and agreed delivery dates. In these cases the agreed delivery date is implicitly extended by the time period that is necessary and adequate to remove the obstacles and their consequential effects. Zott+Co GmbH is entitled to part deliveries, they are to be accepted by the buyer within reason.
2. Compensational requests by the buyer due to delay are excluded in any case, as long as the reason for the delay is not based on malicious intention or severe negligence by Zott+Co GmbH.
3. In case the buyer delays the acceptance or violates other duties of co-operation we are entitled to request the respective compensation for the hereby created damage. The danger of accidental destruction or the accidental deterioration of the purchase object is passed on to the buyer at that point in time when the buyer has fallen into arrears regarding acceptance or payments.
§ 6 Transport, Transfer Of Risk
1. Transport is according to our best judgement. With all deliveries the risk of accidental destruction or accidental damaging is passed on to the buyer at the moment the purchase object is handed over to the transport organisation, also in case free of charge delivery has been agreed.
2. When delivered by us the risk is passed on to the buyer with the unloading of the purchase object from the transport vehicle.
§ 7 Usage Extent Of Licenses
1. The licensee obtains the non exclusive, non transferable unlimited usage right of the software on the authorised data processing equipment. Furthermore, the licensee receives the required usage documentation in machine readable or printed form. The parties assume that the licensee, in order to process the internal objectives of the organisation, is using the department where the above mentioned data processing equipment is available. The licensee is not allowed to commonly use the software with third parties nor to pass on the usage license to third parties. The processing of foreign data with this software is only allowed within the scope of the software development.
2. The licensee is not allowed to re-translate, disassemble, de-compile the software or change it in any other way, as far as Zott+Co GmbH does not provide the necessary information needed to create the interoperability of the software with other independently created software, particularly via the interfaces, in exceptional cases on request of the licensee. This regulation is not valid if the software is explicitly determined by Zott+Co GmbH to be changed regarding its functionality or its user interface.
§ 8 Warranty
1. Our warranty duties are according to the following regulations. Further regulations require a special written agreement.
2. We guarantee that the delivered products are free of mechanical defects and errors in its original form. Furthermore, we guarantee the proper installation of the products if executed by us. Damages are excluded from any guarantee that derive from natural wear and tear, improper operation or usage, or from repair works, maintenance works or changes that are not explicitly authorised by us. For products that we purchased from a third party our liability is restricted to the claims that we have towards the supplier of those products.
3. Products or parts thereof that show evidence of defects or errors at the time of hand over are according to our best judgement being repaired or newly delivered free of charge, as long as the buyer indicates the deficiencies immediately after their detection in a written form. On top of that further warranty liabilities are excluded, in particular redhibitory action, diminution and compensation.
4. All warranty requests become obsolete after the agreed time period, starting with the time of hand over. Warranty claims for parts become obsolete three months after delivery, or after installation by us.
5. Licensees are obliged to provide verified documents about essential software deviations from the description in the documentation, and to co-operate in the narrowing down of errors.
§ 9 Liability
Compensation claims towards Zott+Co GmbH are excluded regardless on whatever legal basis, in particular also indirect and consequential damages. This is not valid in cases of malicious intention, severe negligence or liability due to incomplete committed features. A compensation claim is however in any case limited to the purchase order value.
§ 10 Reservation of Ownership
1. We reserve the right of ownership of the purchase object until all payments of the respective business deal have been obtained from the buyer.
2. The buyer is obliged to treat the purchase object with care; in particular he is obliged to insure the purchase object on his own cost against fire, water or theft damages adequately to its according new value. The buyer has to perform on his own cost the timely maintenance and inspection works where applicable.
3. The buyer is entitled to resell the purchase object within the framework of proper business behaviour. However, he transfers to us already now all claims consisting of the final total invoice value (including VAT) that are generated by the resell towards his buyer or any other third party, independently from the fact if the purchase object was resold without or after its usage. We are obliged, however, not to execute these claims as long as the buyer fulfils his payment obligations derived from the received selling price, does not delay the payment and in particular has not applied for the opening of an insolvency procedure, or has stopped all payments. Should this be the case we can request that the buyer informs us on the transferred claims and their debtors, hands over all required data to enable the respective payment drawing together with the required documents and informs his debtors (third party) about the transfer of rights.
4. In case the purchase object is being packaged inseparately with other objects not belonging to us, we receive the part ownership of the new object in the relationship of the value of the object to the other packaged objects at the time of packaging.
§ 11 Confidentiality
The licensee is obliged to keep the confidentiality on the know-how received by Zott+Co GmbH as well as the technical information received by Zott+Co GmbH that relates to the software, respectively its usage, particularly not to pass it on to third parties. It is also not allowed to copy licenses without the explicit agreement from Zott+Co GmbH.
§ 12 Transfer of Claims
The buyer is not entitled to transfer his rights and obligations from the contract.
§ 13 Final Regulations
1. German law applies regarding the relationship of the parties. The invalidity of individual points of these conditions does not touch the effectiveness of the remaining regulations. In lieu of the invalid regulation the respective valid regulation is inserted that comes closest to the invalid regulation regarding its commercial effect.
2. The contract is fulfilled in Murnau, competency of court is Weilheim.