AGB
Conditions of Sale and Delivery of
Lothar A. Wolf Spezialmaschinen GmbH
for the sale of new and second-hand machines
§ 1 Validity of these Conditions
(1)
These Conditions of Sale and Delivery are valid for all of Lothar A. Wolf Spezialmaschinen GmbH’s (hereinafter referred to as the Supplier) current and future contract terms. All of the Supplier’s offers, all contracts with the Supplier and all of the Supplier’s deliveries and services are made exclusively based on the contractual agreements of these Conditions of Sale and Delivery.
(2)
Any of the Ordering party’s terms of business that are contrary to or deviating from our conditions shall not oblige the Supplier, even if he has not expressly contradicted them or if he renders services or accepts the Ordering party’s services unreservedly notwithstanding the Ordering party’s conflicting or deviating terms of business. Likewise the Supplier will not be liable – irrespective of the contents of these Conditions of Sale and Delivery – if the Ordering party’s terms of business deviate from the statutory provisions.
(3)
Any deviations from these Conditions shall be agreed only if and inasmuch as they are confirmed in writing by the Supplier.
(4)
These Conditions of Sale and Delivery have been conceived only for contracts that are not subject to the special regulations regarding the purchase of consumer goods (§§ 474 and following of the German civil code), otherwise the Ordering party shall immediately inform the Supplier in writing in every single case. These Conditions of Sale and Delivery shall not be valid if the Ordering party is a consumer in compliance with § 13 of the German civil code:
§ 2 Offer and conclusion of the contract
(1)
All of the Supplier’s offers shall be subject to confirmation and without any commitment. The acceptance of such offers by the Ordering party and all orders shall only constitute a contractual commitment to the Supplier, if and inasmuch as he confirms the contents, type and scope of the order in writing or by telex (the Supplier’s order confirmation). This clause shall also apply to any supplements, amendments and assumption of a guarantee for the quality of the goods to be supplied (object of delivery) and/or for subsidiary agreements.
(2)
The Ordering party shall clearly highlight any deviations from his order, if the order deviates from the Supplier’s proposals or from the offer. Furthermore – and prior to concluding the contract – the Ordering party shall have to advise the Supplier accordingly if the goods to be supplied are not exclusively intended for the usual purpose , if the Ordering party supposes that the goods are suitable for a definitive use or if his quality-related expectations are based on public statements, advertising messages or other circumstances beyond the concrete conclusion of the contract, or if the goods are used under unusual conditions meaning special health, safety or environmental risks or they are subject to high demands, or if atypical possibilities of damage or an unusually high extent of damage could be connected with the contract.
(3)
All orders, in particular those accepted by the Supplier’s staff shall become exclusively effective with the Supplier’s written order confirmation. The written order confirmation can also be drafted on the document which is at the same time used as a delivery note. The actual delivery of the ordered goods, the Supplier’s behavior or silence shall not be deemed as a justification for the Ordering party’s confidence in the conclusion of the contract.
(4)
The Supplier’s written order confirmation shall be decisive for the scope of the complete contents of the contract and cause the conclusion of the contract, also in case that it does not correspond in every respect to the Ordering party’s statements, namely regarding the exclusive validity of these Conditions of Sale and Delivery, without regard to the type of goods, price and delivered quantity, etc. Any of the Ordering party’s special demands, namely regarding the Ordering party’s expectations for special use and quality, guarantees or other warranties in connection with the goods or the execution of the contract shall therefore require the Supplier’s express written confirmation in every case. The contract shall not be concluded if the Ordering party objects in writing to the non-conformity of the Supplier’s order confirmation and notes that it does not correspond in every respect to the Ordering party’s statements, if the deviations are specified in writing and the complaint is received by the Supplier in the short term, but not later than 7 calendar days after receipt of the written order confirmation by the Ordering party.
(5)
Any of the Supplier’s staff members, commercial agents and sales agents shall not be entitled to renounce the necessity of the written order confirmation. Any promises (beside others also the assumption of a guarantee for the quality of the object of delivery), other confirmations and/or agreements by one the Supplier’s staff members and/or charged commercial agents shall also require the Supplier’s written confirmation, otherwise they shall not be binding for the Supplier.
§ 3 Plans, records, object of delivery
(1)
The records, such as samples, brochures, illustrations, drawings, indicated weights and measures submitted together with the offer, in any other way and/or together with the order confirmation are only approximate values regarding the object of delivery. They shall only be binding for the Supplier if they have been expressly designated as binding in the order confirmation.
(2)
The Supplier shall reserve the proprietary rights and copyright to all samples, estimates of costs and other information of tangible and intangible type (also those submitted in an electronic form); they may not be made available to third parties. If an offer is not followed by an order/contract, the Ordering party will return all the records and written information that were handed over/submitted.
(3)
The Ordering party guarantees that the plans or drawings submitted by him will not violate third parties’ industrial property rights. The Supplier is not obliged to check this. In case of recourse the Ordering party shall exempt the Supplier from any claims put forward by third parties.
(4)
The Supplier shall deliver the goods indicated in the written order confirmation and transfer property of them. The Supplier is not obliged to performances that are not indicated in the Supplier’s written order confirmation or in these Conditions of Sale and Delivery; the Supplier is namely not obliged to supply accessories that have not been expressly mentioned, to put across assembly instructions, to carry out assemblies or to advise the customer. Protection devices belong to the object of delivery inasmuch as they are prescribed in laws and regulations; for the rest they will be only supplied acc. to special agreement.
(5)
The Supplier shall not be obliged to procure any written confirmations or certificates or other documents that have not been expressly agreed on. In addition the Supplier shall not be obliged to take back goods or packaging material supplied to the Ordering party based on the Ordering party’s or thirds parties’ waste clauses according to waste legislation.
§ 4 Price and payment
(1)
The purchase price shall become due for payment by the Ordering party on the date indicated in the order confirmation – and if no such date has been agreed – according to § 4 (2).
Unless otherwise agreed the purchase price agreed with the order confirmation shall be payable net, ex factory, including loading in the works, however, excluding packaging which is charged at cost price, as well as excluding freight, insurance, unloading, assembly, and commissioning. The legal V.A.T. based on the tax rate which is valid on the date when the tax becomes due is charged separately and is to be paid separately by the Ordering party who shall also bear customs duties.
(2)
Unless otherwise agreed the payments shall be made in EURO and/or in the currency applicable in each case; in cash or by remittance without any deduction, free the Supplier’s pay office, i.e.:
(2.1)
For the delivery of new machines and plants:
50 % upon receipt of the order confirmation,
45 % upon notification that the goods are ready for dispatch,
5 % one month from date of invoice.
(2.2)
The purchase price for second-hand machines shall become due and payable immediately before loading.
(2.3)
Spare parts as well as assembly shall be paid as follows:
Payment fourteen days upon receipt of invoice.
(3)
If the Ordering party does not pay within 14 days from the due date (figure 2), an interest exceeding the basic rate of Deutsche Bundesbank by 8 percentage points will be paid on the amount due. If the Ordering party does not pay although he has been requested to pay within fourteen days the total balance will become due. The Supplier reserves to enforce further rights.
(4)
Bills of exchange or cheques are only received on account of performance. Discounts, taxes and expenses are charged to the Ordering party.
(5)
The Supplier is entitled at his own discretion to set off incoming payments against any claims existing at the time of payment against the Ordering party based on own or ceded rights regardless of the competent jurisdiction.
(6)
The Ordering party’s legal rights to set off against the Supplier’s claims are excluded unless the counterclaim is based on the Ordering party’s own right and has been either ascertained effectively or is due or uncontested. § 215 of the German civil code shall not be applicable.
(7)
The Ordering party’s legal rights to retain payment or to accept the goods and/or to raise objections or counterclaims shall be excluded unless the Supplier has definitely not fulfilled his obligations from the same contractual relationship despite the Ordering party’s written reminder and has not offered a reasonable coverage. § 215 of the German civil code shall not be applicable.
(8)
If the Ordering party is in default with a payment or if the Supplier must fear prior to default not to receive – totally or timely – the Ordering party’s payment or other performances due to any situation, the Supplier shall be entitled to refuse any performance for which he is responsible either until the total price has been paid or a security has been provided. If neither the payment is made nor the security is provided the Supplier shall be entitled after a reasonable term – if such a term is not legally superfluous, whereas it is generally fixed to 14 days – to cancel the contract and to claim compensation for damages instead of performance.
(9)
If the risk regarding the object of delivery has passed to the Ordering party before the due remuneration has been totally paid, the Ordering party shall be obliged to immediately insure the delivery at his own expense in favour of the Supplier until the payment of the total balance has been made; the delivery is to be ensured against theft, breakage, fire, water, and other damages and the insurance certificate shall be handed over to the Supplier. If the Ordering party is in default with this obligation, and particularly with handing over the insurance certificate, the Supplier shall be entitled to provide insurance at the Ordering party’s expense. In case of damage any claims against the insurance company are ceded already now by the Ordering party to the Supplier who accepts that cession.
(10)
If the prices for material, wages and salaries change between the date of the order confirmation and the agreed delivery date after a term exceeding four months the Supplier shall be entitled to increase and/or reduce accordingly the price for the object of delivery.
§ 5 Delivery time
(1)
Inasmuch as the Supplier confirms the delivery time in the order confirmation, the term shall start with the dispatch of the order confirmation, however, not before the Ordering party has submitted the records, authorizations and releases to be procured by him and not before he has fulfilled his other contractual obligations and the agreed partial payment has been received by the Supplier.
(2)
Respect of the delivery time is subject to correct and punctual delivery to the Supplier. If any delays become apparent the Supplier shall inform the Ordering party as soon as possible.
(3)
The Supplier is entitled to fulfill contractual obligations after the scheduled date if the Ordering party has been informed about the delay and about a time for subsequent performance. The delivery time shall be reasonably extended if it cannot be respected due to Acts of God, labour disputes, in particular, strike and lockout, or other unforeseeable events beyond the Supplier’s and/or one of his sub-supplier’s control. If delivery is rendered very difficult or impossible, the Supplier shall be entitled to withdraw from the contract regarding its non-fulfilled part. The Supplier shall also not be responsible for the circumstances indicated above, if they occur during an already existing delay. In important instances the Supplier shall inform the Ordering party as soon as possible about the beginning and the end of such circumstances.
(4)
The delivery time shall be deemed as respected if the object of delivery is made available for collection by the Ordering party at the delivery address and/or at the Bad Salzuflen subsidiary indicated in the written order confirmation on the agreed delivery date.
(5)
If the Ordering party does not take over the delivery on the date indicated in the contract he will have to pay despite this on the agreed dates of payment. The Supplier shall deposit the object of delivery at the Ordering party’s risk and account, keep it under his own custody or conclude the necessary insurance contracts at the Ordering party’s expense. If the object of delivery is stored in the Supplier’s works the storage costs that are usual in the market will be charged, notwithstanding any other claims by the Supplier. The Supplier shall also be entitled to set an adequate deadline and to sell the object of delivery at a public auction or by private contract following fruitless expiry of the period concerned and threat of self-help sale. Furthermore the Supplier shall be entitled to make a new delivery to the Ordering party based on a reasonably extended term corresponding to the agreed delivery time.
§ 6 Passing of risk and takeover
(1)
Regardless of whether the goods are conveyed by the Supplier, by the Ordering party or by third parties the risk shall pass on the Ordering party as soon as loading of the object of delivery and/or of the parts to be delivered is started or the Ordering party does not fulfill his obligation to accept the goods within two weeks from notification of their readiness for dispatch. Loading of the goods is one of the Ordering party’s obligations. If loading is delayed or omitted due to circumstances for which the Supplier is not responsible the risk will pass on the Ordering party from the day of notification of their readiness for dispatch. The agreement of clauses such as “Delivery free” or similar clauses shall only result in a deviating arrangement regarding the transport and transport costs, beside this the arrangements made in these Conditions of Sale and Delivery shall be applicable.
(2)
On the Ordering party’s request and at his expenses the Supplier shall insure the consignment against theft, breakage, fire, water and/or transport damage as well as against other insurable risks. These insurances are to be concluded by the Ordering party.
(3)
Supplied objects shall be received by the Ordering party even if they show deficiencies notwithstanding the Ordering party’s right based on §§ 11 and 12.
(4)
The Supplier shall be entitled to make partial deliveries and to invoice them separately inasmuch as they are reasonable for the Ordering party.
(5)
Acceptance tests that have not been agreed with the Supplier shall not be binding for the latter; they shall be at the Ordering party’s expense in every case.
§ 7 Reservation of proprietary rights
(1)
The object of delivery shall remain the Supplier’s property until all claims from the business relations concerned with the Ordering party – for whatsoever legal ground – including the Supplier’s principal claims and subsidiary claims against the Ordering party that will become due in the future have been totally settled. In case of a current account the reserved property shall be considered security for the Supplier’s outstanding balance claim.
(2)
Conditioning and processing of the goods shall be made for the Supplier as the manufacturer. If the Ordering party’s property ceases to exist due to processing, connection or mixture it is agreed already now that the Ordering party’s property/co-property of the integrative and/or new object is transferred to the Supplier based on its value percentage (invoice value).
To secure the Supplier’s claims the Ordering party shall cede also those claims to the Supplier that accrue against third parties due to the connection of the object of delivery with the premises.
(3)
The Ordering party shall keep the Supplier’s property/co-property free of charge, carefully and diligently and on a trust basis for the Supplier.
(4)
The Ordering party may alienate the object of delivery under reservation of proprietary rights only with the Supplier’s consent. He shall not be entitled to other disposals (such as transfer by way of security, pledge, etc.). The Ordering party hereby cedes to the Supplier – by way of security, for the total amount and irrevocably – his claims against his buyers together with all subsidiary rights to which he is entitled upon alienation of the goods under reservation of proprietary right. The Supplier is entitled to notify the cession of the claims to the third party debtors. If the Ordering party includes the claims from alienation into existing mutual accounts with his buyers he will hereby cede the current account receivables resulting from the balancing of accounts by way of security, for the total amount and irrevocably to the Supplier. The Supplier accepts the cessions.
(5)
If third parties put a writ on the object of delivery or if the property right is affected in any other way, if the object of delivery is damaged or lost the Ordering party will immediately inform the Supplier.
(6)
The Supplier is entitled to sufficiently ensure the object of delivery up to the replacement value at the Ordering party’s expenses against theft, breakage, fire, water, and other damages unless the Ordering party himself gives evidence for the conclusion of those insurances.
(7)
An application for opening insolvency proceedings regarding the Ordering party’s assets shall entitle the Supplier to cancel the Ordering party’s right to ownership and to request the withdrawal of the goods without cancellation of the contract. The Supplier shall not be entitled to request withdrawal if the liquidator has decided to fulfill the contract and if the price has been paid.
If the Ordering party behaves contrary to the contract, in particular in case of default of payment the Supplier shall also be entitled to cancel the Ordering party’s right to ownership and to demand withdrawal of the goods without cancellation of the contract. In case of cancellation of the contract the Supplier shall be entitled to alienate the object of delivery on the open market and to settle his claims from the proceeds.
(8)
The Supplier engages himself within the scope of a current account reservation to release at his discretion the securities to which he is entitled inasmuch as the invoice amount of the goods exceeds the sum of the claims to be secured by more than 10 %.
§ 8 Assembly
Beside these conditions the Supplier’s paramount assembly conditions shall be valid regarding assembly.
§ 9 Guarantee for new machines
The Supplier guarantees that the object of delivery is free from material defects and deficiencies in title upon passing of risk, firstly within the scope of the agreements, secondly within that of these conditions, and subordinately according to the legal stipulations as follows:Material defects
(1)
Notwithstanding the legal exclusions or restrictions regarding the Supplier’s responsibility the goods are deemed to have material defects if the Ordering party proves that, at the time of passing of risks, the type, quantity, quality or suitability for use of the goods considerably deviate from those agreed in the order confirmation, or in default of agreement considerably deviate from the usual quality in Germany or it is apparent that they are not suitable for customary use in Germany. Model, construction or material changes that correspond to new technical findings are no material defects.
(2)
No warranty shall be given for damages that are due to unsuitable or improper, faulty or negligent use or treatment, natural wear and excessive stress, faulty assembly and/or commissioning by the Ordering party or third parties, for the use of unsuitable equipment or replacement materials, faulty building work, unsuitable building ground, chemical, electrochemical or electrical influences if the Supplier is responsible for them.
(3)
Any guarantees or warranties requested by the customer must be separately shown as such in the written order confirmation, also in the case of follow-up business. In particular, designations based on keywords, reference to generally accepted standards, the use of brand names or quality marks or the submission of samples or proofs as such shall not alone justify the acceptance of a guarantee or warranty.
(4)
The Ordering party will have to immediately check every single delivery in every respect at the place of delivery as to visible as well as typical deviations regarding the quality, quantity and other factors and regarding the observation of product-specific regulations that are applicable to the goods, and he shall immediately notify the Supplier of any deviations (§ 377 of the Germany commercial code) and complain about them in writing (also by fax/email) not later than within a term of two weeks indicating exactly the type and scope concerned; the receipt of a written complaint by the Supplier in the normal business hours shall be decisive. If a deficiency is detected later, the Ordering party shall inform in writing about this deficiency immediately after its detection.
(5)
In case of a justified notice of defects within the time limit and within the warranty period the Ordering party shall be entitled to enforce the legal remedies provided in these Conditions of Sale and Delivery. Unless otherwise provided by the Supplier’s confirmed written undertakings the Ordering party shall not have any further claims or non-contractual claims regarding any breach of the obligation to supply faultless goods. In case of an improper notification the Ordering party shall only be entitled to enforce remedies if the Supplier has maliciously concealed the defect.
(6)
Inasmuch as the Ordering party is entitled to remedies based on the clauses of these Conditions of Sale and Delivery because of the delivery of faulty goods the Supplier shall remedy the defect through subsequent performance. The Supplier shall decide whether a claimed defect is to be checked and eliminated locally, whether the object of delivery or the claimed part of this object is to be returned in the original or in an equivalent packaging for checking and/or elimination of the defect – whereas the Ordering party engages himself to carry out the return – or whether a faultless new object is to be supplied wholly or partially. The replaced parts shall become the Supplier’s property. The Ordering party shall grant the Supplier – possibly upon mutual agreement – the required reasonable time for improvement/replacement delivery which is necessary at the latter’s reasonable discretion; otherwise the Supplier shall be exempted from liability for any consequences resulting therefrom. If the Ordering party or a third party has carried out changes or repair work regarding the object of delivery without the Supplier’s consent, the Supplier’s liability for the consequences resulting therefrom will be excluded. The Supplier can refuse to eliminate the defects as long as the Ordering party has not fulfilled his contractual obligations. The Supplier’s obligation to guarantee is restricted to the original Ordering party and is not transferable. At the same time it shall be excluded if defects appear that are based on the Ordering party’s wrong or faulty records and/or information.
(7)
In case of a justified claim the Supplier shall bear the costs of improvement/replacement delivery including dispatch as well as the reasonable costs for disassembly/retrofitting/assembly as well as the costs for the fitters and auxiliary forces provided by him, unless the Ordering party can be reasonably requested to contribute to these costs depending on the situation of every single case.
(8)
The Supplier is also entitled to accept the return of an object supplied by him. In case of return the Ordering party’s claims shall be limited to the reimbursement of the payments he made for this object, if he made initial or partial payments he will be entitled to the reimbursement of the amounts concerned. Any further claims against the Supplier shall not exist. Furthermore the Supplier shall be entitled to refuse supplementary performance according to the statutory provisions.
(9)
If the supplementary performance is refused, fails, is impossible, or unacceptable the Ordering party will be entitled to reduce the purchase price or – after setting a deadline and warning of refusal – withdraw from this contract within a preclusive period of 4 weeks after the end of the deadline. If there is only an insignificant defect the Ordering party shall only be entitled to decrease the contract price. In case of withdrawal the Ordering party is liable for deterioration, destruction and loss of utilization caused not only by his own due care but for every act of negligence.
Defects of title
(10)
Without waiving legal regulations or restrictions regarding the Supplier’s responsibility the goods are deemed to have defects of title if the Ordering party proves that the goods – at the moment of passing of risk – were not exempt from third parties’ rights or claims that are enforceable in Germany or that they infringed third parties’ rights. Without waiving any further legal requirements third parties’ rights or claims based on industrial or any other intellectual property justify a defect of title only inasmuch as the rights have been registered, published and exist in Germany.
If the use of the object of delivery violates third parties’ industrial property rights and/or copyrights the Supplier shall, in principle, procure at his own expense the right for further use by the Ordering party or change the object of delivery in a reasonable way for the Ordering party so that the violation of property rights is eliminated. This shall only apply if
– the property right and/or copyright is not or was not owned by the Ordering party or by a company which is or was owned by the Ordering party based on a direct or indirect majoritarian capital and voting right, or by a company affiliated with the Ordering party
– the Ordering party immediately informs the Supplier of any possibly enforced violations of proprietary rights or copyrights
– the Ordering party reasonably assists the Supplier regarding the defense against enforced claims and enables the Supplier to take modifying measures
– the defense-related measures including extrajudicial settlements are reserved to the Supplier
– the alleged violated proprietary right has been published either by the European Patent Office or in one of the following states: Federal Republic of Germany, France, Great Britain, Austria, or USA
– the defect of title is not based on the Ordering party’s instruction, behaviour or omission and/or
– the infringement has not been caused by the unauthorized change of the object of delivery by the Ordering party or its non-contractual use by the latter.
Otherwise the provisions indicated under § 9 (2) bis (9) shall apply.
§ 10 Guarantee for second-hand machines
(1)
Second-hand machines and plants are sold in the way they stand and lie under exclusion of any guarantee, with the exception of the Ordering party’s claims for damages acc. to § 12 and reimbursement of expenses. The Ordering party has to fit at his own expense any required protection devices that have not been provided on the machine/plant.
(2)
If the Supplier assumes a guarantee for second-hand machines based on a special written agreement this guarantee will be limited to the work carried out by the Supplier on the machine such as overhauling the machine and/or replacement of parts. At the Supplier’s option either new or second-hand parts are used for the installation of parts. Any liability for material defects or for fatigue and/or wear regarding materials, tools or tool parts of the second-hand machines/plant that have not been identified during overhauling will be excluded.
Otherwise the provisions of § 9 for new machines are applicable correspondingly within the scope of assuming a guarantee.
§ 11 Cancellation
(1)
The Ordering party shall be entitled to cancellation taking the relevant statutory provisions into account, if it has become impossible for the Supplier to fulfill his performances, if the Supplier is in delay with the fulfillment of his main contractual obligations or if he has considerably violated any of his contractual obligations and if the Supplier is responsible for the delay or the breach of duty. Effecting a delay, without waiving further statutory requirements, always requires a separate written demand after the due date directly directed to the Supplier to carry out the performance within an appropriate period of time. The Ordering party has to declare in writing the cancellation of the contract directly to the Supplier within a reasonable time after the occurrence of the fact justifying cancellation.
(2)
Without waiving further statutory rights the Supplier is entitled to cancel the contract without replacement if the customer contradicts the validity of these Conditions of Sale and Delivery, if the special provisions of the consumer goods purchase (§§ 474 and following of the German civil code) apply, if an application is filed for opening insolvency proceeding regarding the Ordering party’s assets, if the Ordering party does not fulfill important obligations towards the Supplier or third parties without any justifying reason, if the Ordering party makes false statements on his creditworthiness, if the coverage assured by a credit insurance company is reduced for reasons for which the Supplier is not responsible, if the Supplier through no fault of his own receives wrong or not in time deliveries from his sub-suppliers, or if it is impossible for the Supplier to fulfill his contractual obligations for other reasons that are reasonable with consideration of his own and of the customer’s justified interests and recognizable upon conclusion of the contract and of the agreed return service.
§ 12 Other liabilities of Supplier, indemnity
(1)
In the case of a material defect or a defect of title only the provisions of §§ 8 – 12 will apply under exclusion of any further rights, unless mandatory legal regulations justify the Supplier’s additional liability.
(2)
The Supplier is liable to the purchaser for indemnity – for whatsoever legal ground – in case of deliberate acts and gross negligence. Regarding slight negligence the Supplier is only liable
a) for damages based on loss of life, bodily injury of damage to health,
b) for damages based on the infringement of an important contractual obligation (obligation to be fulfilled to make the correct execution of the contract possible whereas the contracting party regularly relies and may rely on its fulfillment); in this case liability is limited to the indemnity of the damage which is typical of the contract and reasonably foreseeable,
c) in case of fraudulent concealment of a defect
d) for guarantees regarding durability and quality
e) according to the Product Liability Act
The above-mentioned exclusions and limitations of liability apply likewise to the organs, legal representatives, employees, or other vicarious agents of Supplier. The legal provisions regarding burden of proof shall remain unaffected by this. Indemnity because of the delivery of faulty goods shall be excluded if the defect is insignificant.
§ 13 Prescription
Any possible claims of the Ordering party for defects of the object of delivery – from whatever legal grounds they may have been derived – prescribe not later than one year from the statutory start of the limitation period. The Ordering party’s claims for indemnity shall remain unaffected.
§ 14 Software usage
Inasmuch as the scope of delivery contains any software the Ordering party is granted a non-exclusive right to use the supplied software including its documentation. The Supplier makes it available for use in connection with the relevant object of delivery. It is forbidden to use the software on more than one system. The Ordering party may only copy, revise and translate the software or convert it from the object code to the source code as permitted by the laws (§ 69 a and following of the Copyright Act). The Ordering party engages himself not to remove manufacturer’s specifications, in particular copyright notices, and not to change them without the Supplier’s express consent.
All other rights to the software and documentation including the copies will remain with the Supplier and/or the software supplier. Sublicensing is not permitted.
§ 15 Miscellaneous
(1)
The data on the Ordering party obtained in connection with the business relation will be processed by the Supplier as defined by the Data Protection Act.
(2)
In addition, the Ordering party shall further observe the supplied goods on the market and immediately inform the Supplier in writing when there is any concern that third parties could be jeopardized by the goods.
§ 16 Place of fulfilment, applicable law, place of jurisdiction, use
(1)
Bad Salzuflen shall be the place of performance, payment and fulfillment for all obligations resulting from the legal relationship between the Supplier and the Ordering party.
(2)
The laws of the Federal Republic of Germany shall be applicable to all legal relationships between the Supplier and the Ordering party.
(3)
The county court Lemgo/regional court Detmold in whose district there is the Supplier’s seat, shall be competent for all direct and indirect disputes resulting from the contractual relationship, and also for actions concerning documents, bills of exchange and cheques. However, the Supplier shall be entitled to bring an action at the Ordering party’s seat.
Bad Salzuflen, in February 2012