TERMS
You can download the following terms and conditions as PDF file.
General Terms and Conditions of Sale and Delivery of EDIS Anlagenbau GmbH
§ Section 1 Scope of application
(1) These terms and conditions apply to merchants (legal entities under private law as well as associations of persons entered in the commercial register), legal entities under public law or special funds under public law (hereinafter referred to as: Customer).
(2) Our deliveries, services and offers are exclusively based on these terms and conditions of sale and delivery. These shall also apply to all future transactions with the Customer, provided that these are legal transactions of the same or related nature.
(3) The customer's terms and conditions of business or purchase are hereby contradicted; this also applies to references in order confirmations or commercial letters of confirmation.
(4) Even if EDIS refers to a letter which contains the terms of business of the customer or of a third party or refers to such, this does not constitute any agreement with the validity of those terms of business.
(5) With the conclusion of the contract on which the delivery is based the customer irrevocably agrees to the exclusive validity of our terms of sale, payment and delivery.
§ 2 Offer and conclusion of contract
(1) Our offers are subject to change and non-binding, unless we have expressly designated them as binding.
(2) We can accept an order from the customer, which is to be qualified as an offer to conclude a contract, within 2 weeks by sending a written confirmation or by executing the contractual service within the same period.
(3) Drawings, illustrations, weight and dimensional data, fuel consumption, performance data and all other technical data are only binding if this is expressly declared in writing. They do not constitute an agreement on quality within the meaning of § 424 BGB.
§ 3 Delivery
(1) Our delivery obligations are subject to correct and timely delivery to ourselves, unless we are responsible for incorrect or late delivery to ourselves.
(2) Without express agreement EDIS is only entitled to partial deliveries and partial services if these are of interest to the customer according to the purpose of the contract and if the customer does not incur considerable additional expenditure.
(3) Information on delivery times are approximate, unless otherwise agreed with the customer. Delivery periods shall only commence upon conclusion of the contract and are subject to the timely and proper fulfilment of the customer's obligations.
(4) If the customer is in delay with the call-off, acceptance or collection of the goods, EDIS is entitled to demand compensation for the damage incurred; with the occurrence of the delay in acceptance the risk of accidental deterioration and/or accidental loss passes to the customer.
(5) The delivery period is met if the delivery item has left the factory or readiness for dispatch has been notified before its expiry.
(6) The delivery period shall be extended appropriately in the event of unforeseen hindrances which EDIS could not avert in spite of reasonable care according to the circumstances of the case, in particular by events of force majeure, irrespective of whether these circumstances occur at EDIS or at our subcontractors.
(7) The aforementioned circumstances are also not the responsibility of EDIS if they arise at a time when the customer is in default of acceptance.
(8) EDIS must inform the customer immediately of the occurrence and the probable duration of such disturbances. The delivery period is extended by the period,
by which the delivery has been delayed due to circumstances for which we are not responsible.
(9) As far as in consequence of these circumstances the fulfilment of the contract becomes impossible or economically unreasonable for EDIS, EDIS can withdraw from the contract completely or partly. Claims for damages of the customer because of such a withdrawal do not exist. If EDIS wants to make use of the right of withdrawal, EDIS has to inform the customer immediately after recognition of the consequences of the event, even if at first an extension of the delivery period was agreed with the customer.
(10) In the case of a delay in delivery not caused by EDIS intentionally or by gross negligence, EDIS is liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 0.5% of the value of the
Part of the total delivery which cannot be used in time or for the intended purpose due to the delay. The customer has the right to prove a higher damage, EDIS the right to prove a lower damage.
§ 4 Prices and payment
(1) Our prices are ex works or ex warehouse plus loading and freight and the applicable sales tax. The price does not include packaging. Packaging material will not be taken back.
(2) We shall charge the packaging customary for transport/shipping at cost price, unless otherwise agreed with the customer.
(3) Our invoices are due for payment immediately and without deduction. Discount deductions must be agreed.
(4) If the customer defaults on a payment, we shall be entitled to charge default interest in the amount of 8 percentage points above the respective base interest rate plus applicable value added tax. An explicit reminder is not required. EDIS can claim a further damage caused by delay in addition.
(5) In case of non-compliance with our terms of payment or the occurrence of circumstances, which are suitable to reduce the creditworthiness of the customer, we have an immediate right of termination.
§ 5 Transfer of risk in case of shipment
(1) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse.
goods shall pass to the customer. This shall apply irrespective of who bears the freight costs.
(2) If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for delivery.
(3) Paragraphs 1 and 2 shall also apply in the event of partial deliveries.
(4) At the Customer's request, EDIS will insure the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks at the Customer's expense.
(1) The delivered goods shall remain our property (goods subject to retention of title) until final payment of all claims arising and accruing on the basis of the business relationship. In the case of several claims or current account, the retention of title shall be deemed security for the balance of the claim, even if individual deliveries of goods have already been paid.
(2) In case of breach of contract by the customer, e.g. default of payment, EDIS has the right to take back the reserved goods after setting a reasonable deadline. If EDIS takes back the reserved goods, this represents a withdrawal from the contract. We are entitled to dispose of the goods after taking back. After deduction of an appropriate amount for
the realization costs, the realization proceeds are to be set off against the amounts owed to us by the customer.
(3) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the customer shall point out our ownership and notify us immediately so that we can enforce our ownership rights.
(4) The customer shall be entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The claims arising from the resale or any other legal ground (insurance, tort) with respect to the goods subject to retention of title are already now assigned by the customer to EDIS in full by way of security. We authorize the customer revocably to collect the claims assigned to us for his account in his own name.The collection authorization expires if the customer does not meet his payment obligations in an orderly manner, in payment arrears or in the event of a default of payment.
payment obligations, gets into payment difficulties, compulsory execution measures are taken against him or judicial insolvency proceedings are opened against his
insolvency proceedings are instituted against his assets or the institution of such proceedings is rejected for lack of assets.
(5) Processing or transformation of the goods is always done for EDIS as manufacturer, but without any obligation for EDIS. If the delivery items are processed with other
If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
If the delivery items are combined with other items not belonging to us or are
If the delivery items are combined or inseparably mixed with other items not belonging to us, EDIS shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other combined or mixed items. If the Customer's item is to be regarded as the main item in the case of combination or mixing, it shall be deemed to be agreed that the Customer shall transfer to us the co-ownership of the new item on a pro rata basis. The customer shall hold the co-ownership thus created in safe custody for us.
Upon request, he shall provide information about the extent of the processing, the value of the processed items and the name and position of the co-owner. EDIS may demand the submission of all documents necessary for the enforcement of the claims.
(6) We are obligated to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10 %; in this context, the selection of the securities to be released is incumbent upon us.
§ 7 Warranty
(1) In the event of a breach of a contractual obligation, the customer shall be entitled to the statutory rights against us in accordance with the following provisions.
(2) The customer shall only be entitled to warranty claims if it has complied with its obligations to examine the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(3) In the event of a justified and timely notice of defect, the customer shall be entitled to subsequent performance during the warranty period; we shall have the right to choose the type of subsequent performance - elimination of the defect or delivery of a defect-free item.
(4) If a claim is asserted against the customer by its customer or a consumer on account of a defect in the delivered goods which was already present at the time of the transfer of risk or which was complained of by a consumer as the end user, the customer's statutory rights of recourse against us shall remain unaffected.
against us according to §§ 478, 479 BGB remain unaffected.
(5) Claims for damages on the conditions regulated in § 8 due to a defect can only be asserted by the customer if the supplementary performance has failed or EDIS refuse the supplementary performance. The right of the customer to assert further claims for damages under the conditions regulated in § 8 remains unaffected.
(6) Claims against us because of defects are only entitled to the customer and are not transferable.
(7) The limitation period for claims for defects shall be 1 year from delivery or, if acceptance is required, from acceptance. This does not apply, as far as the law according to § 438 Abs. 1 Nr. 2, § 478, § 479 and § 634 a Abs. 1 Nr. 2 prescribes longer periods, as well as in the cases of the injury of the life, the body or the health, with an intentional or roughly negligent breach of duty by us and with fraudulent concealment of a lack.
(8) EDIS is not obliged to check technical or drawing specifications of the customer for correctness or feasibility. If the customer gives technical or drawing information, he takes over the guarantee that such information, drawings, photos or descriptions are freely usable and not encumbered with rights of third parties, no matter what kind. In all other respects EDIS observes the appropriate DIN or EU standards.
§ 8 Liability
(1) The liability of EDIS for damages, no matter for what legal reason, especially for impossibility, delay, defective or wrong delivery, breach of contract, breach of duties in contract and tort is, as far as it depends on a fault,
limited according to this § 8.
(2) EDIS is not liable in case of simple negligence of its organs, legal representatives, employees or other vicarious agents, as far as it is not a violation of essential contractual obligations. Material contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects that impair its functionality or usability more than insignificantly, as well as the protection of advice and duties of care that are intended to enable the customer to use the delivery item in accordance with the contract.
(3) As far as EDIS is responsible for the safety of the delivered goods according to § 3.1, the customer is entitled to claim compensation for the damage caused.
(3) As far as EDIS is liable for damages according to § 8 paragraph 2, this liability is limited to damages, which EDIS foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract.
(4) In case of liability for simple negligence, the liability of EDIS for damages to property and resulting further financial losses is limited to an amount of 5 million € per damage, even if it is a violation of essential contractual obligations.
essential contractual obligations.
(5) The above liability exclusions and limitations apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the seller.
(6) The restrictions of § 8 are not valid for the liability of EDIS because of deliberate behavior, for guaranteed characteristics, because of injury of the life, the body or the health or according to the product liability law.
§ 9 Place of performance, place of jurisdiction, applicable law
(1) Place of performance for all obligations arising from the contractual relationship is Faulbach, unless otherwise specified.
(2) The mode of dispatch and the packaging are subject to the dutiful discretion of EDIS.
(3) This contract and these terms and conditions as well as the entire legal relationship between the customer and us are subject to the laws of the Federal Republic of Germany under exclusion of all references to other legal systems and international treaties, the validity of UN sales law is excluded.
(4) The place of jurisdiction for all disputes arising from this contractual relationship is Aschaffenburg. However, we are also entitled to sue the customer at his place of business.
(5) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.
had they been aware of the loophole.
Notice:
The Customer acknowledges that the Seller stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to disclose the data to third parties (as far as necessary for the performance of the contract).
necessary for the fulfillment of the contract, to third parties (e.g. insurance companies).
Status: 20.7.2015
TERMS
You can download the following terms and conditions as PDF file.
General Terms and Conditions of Sale and Delivery of EDIS Anlagenbau GmbH
§ Section 1 Scope of application
(1) These terms and conditions apply to merchants (legal entities under private law as well as associations of persons entered in the commercial register), legal entities under public law or special funds under public law (hereinafter referred to as: Customer).
(2) Our deliveries, services and offers are exclusively based on these terms and conditions of sale and delivery. These shall also apply to all future transactions with the Customer, provided that these are legal transactions of the same or related nature.
(3) The customer's terms and conditions of business or purchase are hereby contradicted; this also applies to references in order confirmations or commercial letters of confirmation.
(4) Even if EDIS refers to a letter which contains the terms of business of the customer or of a third party or refers to such, this does not constitute any agreement with the validity of those terms of business.
(5) With the conclusion of the contract on which the delivery is based the customer irrevocably agrees to the exclusive validity of our terms of sale, payment and delivery.
§ 2 Offer and conclusion of contract
(1) Our offers are subject to change and non-binding, unless we have expressly designated them as binding.
(2) We can accept an order from the customer, which is to be qualified as an offer to conclude a contract, within 2 weeks by sending a written confirmation or by executing the contractual service within the same period.
(3) Drawings, illustrations, weight and dimensional data, fuel consumption, performance data and all other technical data are only binding if this is expressly declared in writing. They do not constitute an agreement on quality within the meaning of § 424 BGB.
§ 3 Delivery
(1) Our delivery obligations are subject to correct and timely delivery to ourselves, unless we are responsible for incorrect or late delivery to ourselves.
(2) Without express agreement EDIS is only entitled to partial deliveries and partial services if these are of interest to the customer according to the purpose of the contract and if the customer does not incur considerable additional expenditure.
(3) Information on delivery times are approximate, unless otherwise agreed with the customer. Delivery periods shall only commence upon conclusion of the contract and are subject to the timely and proper fulfilment of the customer's obligations.
(4) If the customer is in delay with the call-off, acceptance or collection of the goods, EDIS is entitled to demand compensation for the damage incurred; with the occurrence of the delay in acceptance the risk of accidental deterioration and/or accidental loss passes to the customer.
(5) The delivery period is met if the delivery item has left the factory or readiness for dispatch has been notified before its expiry.
(6) The delivery period shall be extended appropriately in the event of unforeseen hindrances which EDIS could not avert in spite of reasonable care according to the circumstances of the case, in particular by events of force majeure, irrespective of whether these circumstances occur at EDIS or at our subcontractors.
(7) The aforementioned circumstances are also not the responsibility of EDIS if they arise at a time when the customer is in default of acceptance.
(8) EDIS must inform the customer immediately of the occurrence and the probable duration of such disturbances. The delivery period is extended by the period,
by which the delivery has been delayed due to circumstances for which we are not responsible.
(9) As far as in consequence of these circumstances the fulfilment of the contract becomes impossible or economically unreasonable for EDIS, EDIS can withdraw from the contract completely or partly. Claims for damages of the customer because of such a withdrawal do not exist. If EDIS wants to make use of the right of withdrawal, EDIS has to inform the customer immediately after recognition of the consequences of the event, even if at first an extension of the delivery period was agreed with the customer.
(10) In the case of a delay in delivery not caused by EDIS intentionally or by gross negligence, EDIS is liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 0.5% of the value of the
Part of the total delivery which cannot be used in time or for the intended purpose due to the delay. The customer has the right to prove a higher damage, EDIS the right to prove a lower damage.
§ 4 Prices and payment
(1) Our prices are ex works or ex warehouse plus loading and freight and the applicable sales tax. The price does not include packaging. Packaging material will not be taken back.
(2) We shall charge the packaging customary for transport/shipping at cost price, unless otherwise agreed with the customer.
(3) Our invoices are due for payment immediately and without deduction. Discount deductions must be agreed.
(4) If the customer defaults on a payment, we shall be entitled to charge default interest in the amount of 8 percentage points above the respective base interest rate plus applicable value added tax. An explicit reminder is not required. EDIS can claim a further damage caused by delay in addition.
(5) In case of non-compliance with our terms of payment or the occurrence of circumstances, which are suitable to reduce the creditworthiness of the customer, we have an immediate right of termination.
§ 5 Transfer of risk in case of shipment
(1) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse.
goods shall pass to the customer. This shall apply irrespective of who bears the freight costs.
(2) If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for delivery.
(3) Paragraphs 1 and 2 shall also apply in the event of partial deliveries.
(4) At the Customer's request, EDIS will insure the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks at the Customer's expense.
(1) The delivered goods shall remain our property (goods subject to retention of title) until final payment of all claims arising and accruing on the basis of the business relationship. In the case of several claims or current account, the retention of title shall be deemed security for the balance of the claim, even if individual deliveries of goods have already been paid.
(2) In case of breach of contract by the customer, e.g. default of payment, EDIS has the right to take back the reserved goods after setting a reasonable deadline. If EDIS takes back the reserved goods, this represents a withdrawal from the contract. We are entitled to dispose of the goods after taking back. After deduction of an appropriate amount for
the realization costs, the realization proceeds are to be set off against the amounts owed to us by the customer.
(3) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the customer shall point out our ownership and notify us immediately so that we can enforce our ownership rights.
(4) The customer shall be entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The claims arising from the resale or any other legal ground (insurance, tort) with respect to the goods subject to retention of title are already now assigned by the customer to EDIS in full by way of security. We authorize the customer revocably to collect the claims assigned to us for his account in his own name.The collection authorization expires if the customer does not meet his payment obligations in an orderly manner, in payment arrears or in the event of a default of payment.
payment obligations, gets into payment difficulties, compulsory execution measures are taken against him or judicial insolvency proceedings are opened against his
insolvency proceedings are instituted against his assets or the institution of such proceedings is rejected for lack of assets.
(5) Processing or transformation of the goods is always done for EDIS as manufacturer, but without any obligation for EDIS. If the delivery items are processed with other
If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
If the delivery items are combined with other items not belonging to us or are
If the delivery items are combined or inseparably mixed with other items not belonging to us, EDIS shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other combined or mixed items. If the Customer's item is to be regarded as the main item in the case of combination or mixing, it shall be deemed to be agreed that the Customer shall transfer to us the co-ownership of the new item on a pro rata basis. The customer shall hold the co-ownership thus created in safe custody for us.
Upon request, he shall provide information about the extent of the processing, the value of the processed items and the name and position of the co-owner. EDIS may demand the submission of all documents necessary for the enforcement of the claims.
(6) We are obligated to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10 %; in this context, the selection of the securities to be released is incumbent upon us.
§ 7 Warranty
(1) In the event of a breach of a contractual obligation, the customer shall be entitled to the statutory rights against us in accordance with the following provisions.
(2) The customer shall only be entitled to warranty claims if it has complied with its obligations to examine the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(3) In the event of a justified and timely notice of defect, the customer shall be entitled to subsequent performance during the warranty period; we shall have the right to choose the type of subsequent performance - elimination of the defect or delivery of a defect-free item.
(4) If a claim is asserted against the customer by its customer or a consumer on account of a defect in the delivered goods which was already present at the time of the transfer of risk or which was complained of by a consumer as the end user, the customer's statutory rights of recourse against us shall remain unaffected.
against us according to §§ 478, 479 BGB remain unaffected.
(5) Claims for damages on the conditions regulated in § 8 due to a defect can only be asserted by the customer if the supplementary performance has failed or EDIS refuse the supplementary performance. The right of the customer to assert further claims for damages under the conditions regulated in § 8 remains unaffected.
(6) Claims against us because of defects are only entitled to the customer and are not transferable.
(7) The limitation period for claims for defects shall be 1 year from delivery or, if acceptance is required, from acceptance. This does not apply, as far as the law according to § 438 Abs. 1 Nr. 2, § 478, § 479 and § 634 a Abs. 1 Nr. 2 prescribes longer periods, as well as in the cases of the injury of the life, the body or the health, with an intentional or roughly negligent breach of duty by us and with fraudulent concealment of a lack.
(8) EDIS is not obliged to check technical or drawing specifications of the customer for correctness or feasibility. If the customer gives technical or drawing information, he takes over the guarantee that such information, drawings, photos or descriptions are freely usable and not encumbered with rights of third parties, no matter what kind. In all other respects EDIS observes the appropriate DIN or EU standards.
§ 8 Liability
(1) The liability of EDIS for damages, no matter for what legal reason, especially for impossibility, delay, defective or wrong delivery, breach of contract, breach of duties in contract and tort is, as far as it depends on a fault,
limited according to this § 8.
(2) EDIS is not liable in case of simple negligence of its organs, legal representatives, employees or other vicarious agents, as far as it is not a violation of essential contractual obligations. Material contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects that impair its functionality or usability more than insignificantly, as well as the protection of advice and duties of care that are intended to enable the customer to use the delivery item in accordance with the contract.
(3) As far as EDIS is responsible for the safety of the delivered goods according to § 3.1, the customer is entitled to claim compensation for the damage caused.
(3) As far as EDIS is liable for damages according to § 8 paragraph 2, this liability is limited to damages, which EDIS foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract.
(4) In case of liability for simple negligence, the liability of EDIS for damages to property and resulting further financial losses is limited to an amount of 5 million € per damage, even if it is a violation of essential contractual obligations.
essential contractual obligations.
(5) The above liability exclusions and limitations apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the seller.
(6) The restrictions of § 8 are not valid for the liability of EDIS because of deliberate behavior, for guaranteed characteristics, because of injury of the life, the body or the health or according to the product liability law.
§ 9 Place of performance, place of jurisdiction, applicable law
(1) Place of performance for all obligations arising from the contractual relationship is Faulbach, unless otherwise specified.
(2) The mode of dispatch and the packaging are subject to the dutiful discretion of EDIS.
(3) This contract and these terms and conditions as well as the entire legal relationship between the customer and us are subject to the laws of the Federal Republic of Germany under exclusion of all references to other legal systems and international treaties, the validity of UN sales law is excluded.
(4) The place of jurisdiction for all disputes arising from this contractual relationship is Aschaffenburg. However, we are also entitled to sue the customer at his place of business.
(5) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.
had they been aware of the loophole.
Notice:
The Customer acknowledges that the Seller stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to disclose the data to third parties (as far as necessary for the performance of the contract).
necessary for the fulfillment of the contract, to third parties (e.g. insurance companies).
Status: 20.7.2015