TERMS OF SERVICE
§ 1 Application
- These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
- These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
- Our offers are always without obligation, especially according to quantity, price and delivery time.
- Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
- Orders from the buyer are only considered as accepted if we have confirmed them in writing (also by email or fax).
§ 3 Prices, Payment
- Prices are ex stock, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.
- The purchase price is due and payable within 30 days from the date of the invoice, unless a different payment term is agreed in writing (also by email or fax).
- From the due date default interest in the amount of 8 % above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
§ 4 Offset, Right to Retain
- The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
- The delivery takes place ex warehouse, which is the place of fulfillment for the delivery and also for a possible supplementary performance.
- At the purchaser´s request and expense, the goods will be shipped to another destination (consignment purchase). Unless otherwise agreed upon, we are entitled to determine the type of shipment (in particular, transport company, dispatch route, packaging).
- Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
- In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages remain unaffected and are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
§ 6 Passing of Risk, Shipment
- If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§ 7 Retention of Title
- We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to demand the goods and take possession of the goods.
- The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
- The goods subject to retention of title may neither be pledged to third parties nor transferred to third parties for security before full payment of the secured claims.
As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if an application for the opening of insolvency proceedings is filed or insofar any access by third parties (for example seizures) to the goods belonging to us is occuring.
- The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
- Insofar as the above securities, no. (4) exceed the secured claim by more than 15 %, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 8 Warranty
- Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
- The basis for our liability for defects is, in particular, the agreement regarding the quality of the goods. As an agreement on the quality of the goods, all product descriptions which are subject of the individual contract or which have been published by us (in particular in catalogs or on our Internet homepage).
- Warranty claims shall be time-barred after 12 months of the passage of risk.
- In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
- In the case of breach of contract by the purchaser, in particular in case of non-payment of the purchase price due, we are entitled to withdraw from the contract or to demand the goods due to the reservation of title. Further legal regulations remain unaffected.
§ 9 Liability
- In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
- Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
- Any liability not expressly provided for above shall be disclaimed as far as legally permissible.
§ 10 Applicable law, Jurisdiction, others
- This contract shall be governed and construed in accordance with the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods - CISG).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Offenbach am Main, Germany.
- The attached English version serves only for information and was not read out loud. In the event of any inconsistencies between the German and the English version, only the German version shall apply.
- POSZone Kassensysteme GmbH
- Sprendlinger Landstr. 180
- 63069 Offenbach am Main
- Hessen, Germany
- Registered Office:
- Offenbach am Main
- Authorized Director:
- Alexander G. Varga
- Commercial Register:
- HRB 46361
- Offenbach am Main
- Fiscal Number:
- 044 241 37774
- +49 (0)69 2691999-30
- +49 (0)69 2691999-50