General terms and conditions

1. Scope of application

1.1 The deliveries, services and offers of the company DIMENSIONICS DENSITY GmbH (hereinafter referred to as DIMENSIONICS DENSITY) are exclusively based on these general terms and conditions of business and delivery, unless otherwise agreed in writing. Any licence conditions of the manufacturer enclosed with the contractual products shall be referred to as a supplement.

1.2 By placing an order with DIMENSIONICS DENSITY in accordance with section 2.1 of these GTC, the client expressly acknowledges the exclusive validity of these General Terms and Conditions of Business and Delivery.

1.3 Any terms and conditions of the Client to the contrary shall only be effective if confirmed in writing by DIMENSIONICS DENSITY. Oral promises and subsidiary agreements require written confirmation by DIMENSIONICS DENSITY.

2. Delivery of services 

2.1 The offers of DIMENSIONICS DENSITY are without engagement and non-binding. Orders placed with DIMENSIONICS DENSITY shall only become legally effective upon written order confirmation. The same applies to amendments of any form to these GTC.

2.2 DIMENSIONICS DENSITY expressly reserves the right to make partial deliveries and to invoice them.

2.3 Changes to the technical design of the ordered goods and services are permissible insofar as this does not result in a significant change in function or the customer proves that the change is unreasonable for him. The catalogue descriptions are made to the best of our knowledge, but do not constitute warranted characteristics within the meaning of §§ 459 ff BGB.

2.4 DIMENSIONICS DENSITY is not obliged to connect goods delivered by it with other devices or programmes of the client in the context of installation and making them ready for operation.

2.5 The goods distributed and manufactured by DIMENSIONICS DENSITY are only intended for end customers in countries that comply with the export control regulations of the Federal Office of Economics. Any export to third countries without an export licence from the Federal Office of Economics, or any unauthorised use of the goods supplied by DIMENSIONICS DENSITY is - unless expressly agreed in the terms of delivery - inadmissible and obliges the client to pay damages to DIMENSIONICS DENSITY.

2.6 The delivery date is agreed according to DIMENSIONICS DENSITY's anticipated capacity and is subject to unforeseen circumstances and hindrances, irrespective of whether these occur at DIMENSIONICS DENSITY or at the manufacturer, such as force majeure, government measures, non-granting of official permits, industrial disputes of any kind, sabotage, shortage of raw materials and delayed deliveries of materials for which DIMENSIONICS DENSITY is not responsible. Such events extend the delivery date accordingly, even if they occur during a delay that has already occurred. Claims for damages by the customer remain generally excluded in the above-mentioned cases.     Should DIMENSIONICS DENSITY be in default with a delivery for more than 4 weeks, the client may withdraw from the contract after a reasonable grace period set in writing, excluding further claims. If the delay in delivery lasts longer than 6 weeks, DIMENSIONICS DENSITY is also entitled to withdraw from the contract in whole or in part.

2.7 In the event that the client cancels confirmed orders in whole or in part or agrees postponements of delivery dates with DIMENSIONICS DENSITY for which the client is responsible, DIMENSIONICS DENSITY may claim damages in accordance with the list price of the order without providing separate evidence. Orders cannot be cancelled after delivery.

3. Acceptance and transfer of risk 

3.1 The client must inspect the goods for completeness and damage immediately upon receipt. If no report is made within a period of 8 days after receipt of the delivery, acceptance shall be deemed to have taken place.

3.2 Insignificant defects which do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.

3.3 Dispatch route and means of dispatch are left to the choice of DIMENSIONICS DENSITY.

3.4 Deliveries are made for the account and at the risk of the Client ex warehouse DIMENSIONICS DENSITY. The risk is transferred to the client as soon as the delivery is handed over to the carrier or leaves the warehouse of DIMENSIONICS DENSITY for the purpose of shipment. Any returns of unaccepted goods shall be made at the expense and risk of the Client, unless DIMENSIONICS DENSITY is responsible for the return.

3.5 Insofar as service work is to be carried out on the Client's goods, the Client shall deliver or collect these goods to the address specified by DIMENSIONICS DENSITY at its own expense and risk.

4. Retention of title

4.1 The delivered goods remain the property of DIMENSIONICS DENSITY until all claims against the client have been settled. In the case of a current account, the retention of title shall serve as security for the balance of the account of DIMENSIONICS DENSITY.

4.2 The client is entitled to transfer the delivered goods in the ordinary course of business subject to retention of title, but not to pledge or assign them as security in any form. In the event of access by third parties to the delivered goods, the client must point out the ownership of DIMENSIONICS DENSITY and inform DIMENSIONICS DENSITY immediately. In case of resale to third parties, the client is responsible for ensuring that the third party takes into account the rights of DIMENSIONICS DENSITY.  

4.3 The goods subject to retention of title are in principle intended to remain with the client. If the client resells the reserved goods in the ordinary course of business, he is obliged to secure the rights of DIMENSIONICS DENSITY, in particular to disclose the ownership of the reserved goods. Processing shall be carried out for DIMENSIONICS DENSITY as manufacturer in the sense of § 950 BGB (German Civil Code) without any obligations for DIMENSIONICS DENSITY. DIMENSIONICS DENSITY acquires ownership of a new item created by processing without further ado. If the goods subject to retention of title are processed together with other goods not belonging to DIMENSIONICS DENSITY, DIMENSIONICS DENSITY acquires co-ownership of the new object in the ratio of the invoice value of the goods subject to retention of title to the invoice value of other processed goods. If the Client acquires sole ownership of the new item in accordance with Section 947 (2) of the German Civil Code (BGB), it is agreed that DIMENSIONICS DENSITY shall grant co-ownership of the item in proportion to the value of the processed or combined or mixed goods subject to retention of title and shall store them free of charge for DIMENSIONICS DENSITY with due diligence.

4.4 The goods subject to retention of title must be adequately insured against fire, burglary, theft and water damage, improper storage or the like which may render the goods subject to retention of title or unusable. Insurance claims shall be deemed to have been assigned to DIMENSIONICS DENSITY in the amount of the value of the goods.

4.5 In the event of resale, the claims of the client against its customer arising from the resale and, in the event of resale on credit, the rights and claims arising from the retention of title vis-à-vis the customer are hereby assigned by the client to DIMENSIONICS DENSITY, irrespective of whether the goods are resold to one or more customers. The assignment of the claim is limited to the amount of DIMENSIONICS DENSITY's claim from the delivery of the resold goods. DIMENSIONICS DENSITY accepts this assignment.

4.6 In the event of a breach of contract by the client - in particular default of payment - DIMENSIONICS DENSITY is entitled to take back the goods subject to retention of title at any time or, if applicable, to demand the assignment of the client's claims for restitution against third parties.

4.7 DIMENSIONICS DENSITY shall release the securities existing according to this provision at the request of the client if the value of the securities exceeds the value of the claims.

5. Prices and Terms of Payment
   
   

5.1 The prices resulting from the respective valid price list are FOB delivery warehouse Stuttgart. Value added tax and other statutory information in the country of delivery as well as packaging, transport costs and transport insurance shall be additionally charged to the customer in accordance with the price list.

5.2 Unless expressly agreed otherwise, DIMENSIONICS DENSITY's invoices are due for payment within 14 days from the date of invoice without any deductions. Bills of exchange and cheques will only be accepted by special agreement and free of charge and expenses for DIMENSIONICS DENSITY. If the payment dates are exceeded, DIMENSIONICS DENSITY is entitled to interest on arrears at a rate of 5% above the current discount rate of the Deutsche Bundesbank without further reminder. The right to claim further damage caused by default remains unaffected.      

5.3 DIMENSIONICS DENSITY is entitled to offset payments against the client's older debts, despite any provisions of the client to the contrary. If costs and interest have already arisen due to default, DIMENSIONICS DENSITY is entitled to credit the payments first to the costs, then to the interest and finally to the main services.

5.4 In the event of a significant deterioration in the financial circumstances of the client after the conclusion of the contract or in the event of or if circumstances become known which are likely to impair the creditworthiness of the client, all outstanding claims of DIMENSIONICS DENSITY shall become due for payment immediately. Furthermore, DIMENSIONICS DENSITY is then entitled to carry out outstanding deliveries or services, if necessary, upon advance payment or provision of security and has the right, at its option and decision, to withdraw from the contracts entered into if the client has not provided its consideration or sufficient security within a reasonable period of time set by DIMENSIONICS DENSITY.

5.5 The Client may only set off or assert a right of retention against claims of DIMENSIONICS DENSITY if the Client's counterclaim is undisputed or has been finally adjudicated.

6.  Export regulations

6.1 Products delivered by DIMENSIONICS DENSITY, including software, are intended for use and to remain in the Federal Republic of Germany. The export or re-export of contractual products - individually or in system-integrated form - is subject to approval by the client and is in principle subject to the foreign trade regulations of the Federal Republic of Germany or the other country of delivery expressly agreed with the client. The customer must inform himself about these regulations. Irrespective of whether the customer specifies the final destination of the delivered contractual products or not, it is the customer's own responsibility to obtain any necessary approval from the respective competent foreign trade authorities before exporting such products.

6.2 Any onward delivery of contractual products by customers to third parties, with or without the knowledge of DIMENSIONICS DENSITY, requires at the same time a transfer of the export licence. The client is liable to DIMENSIONICS DENSITY for the proper observance of these conditions.

6.3 In the event of intended export of goods, the Client shall inform DIMENSIONICS DENSITY prior to export and provide a copy of the issued export licence and end-use declaration in each case. The client is obliged to reach an agreement with its customers corresponding to the aforementioned. If the client is not granted a proper export licence, DIMENSIONICS DENSITY is entitled to withdraw from the contract.

7. Warranty and Liability

7.1 DIMENSIONICS DENSITY warrants delivered equipment for a period of 24 months from the date of transfer of risk, unless expressly agreed otherwise.

7.2 The delivered goods are usually complex technical devices, therefore device or component incompatibilities with devices, device parts or components of other suppliers or manufacturers are no reason for complaints. DIMENSIONICS DENSITY is not obliged to provide other / further information and / or other / further technical documents beyond the data sheet provided by the manufacturer. The assurance of properties must be made in writing (e.g. in the specifications, performance specifications or similar documents) for the purposes of proof.

7.3 The warranty covers all defects which have their cause in the material, in the processing and in the construction. Excluded are natural wear and tear as well as damage caused by improper handling (e.g. moisture, improper connection of the equipment, improper installation, etc.). The warranty shall also not apply if the customer replaces parts or uses materials that do not comply with the original specifications.

7.4 The client is obliged to notify DIMENSIONICS DENSITY of defects in writing without delay, at the latest, however, within a period of one week after receipt of the delivered goods. For defects which cannot be discovered within this period even after careful inspection, the same period shall apply accordingly from the date of their discovery.

7.5 In order to remedy the defect, DIMENSIONICS DENSITY may, at its discretion, demand that:    

a) the defective part or device is sent to DIMENSIONICS DENSITY for repair with subsequent return, in each case at the expense of the client, or    
b) the customer keeps the defective part or device ready and a service technician from DIMENSIONICS DENSITY is sent to the customer to carry out the repair. With the exception of the working hours incurred and travel expenses, no further costs will be charged to the Client.

7.7 In case of final failure of the repairs, the client is entitled to demand from DIMENSIONICS DENSITY a reduction of the purchase price or, at its option, cancellation of the contract.

7.8 For consequential harm caused by a defect, especially in the area of product liability, DIMENSIONICS DENSITY is only liable - as far as legally permissible - for defects which were causally caused by an action or omission on the part of DIMENSIONICS DENSITY and for which DIMENSIONICS DENSITY is responsible, for which the client is obliged to provide evidence. This applies in particular to goods purchased from sub-suppliers and parts used in DIMENSIONICS DENSITY's products.

7.9 In the event that the client of DIMENSIONICS DENSITY itself acts as a manufacturer within the meaning of the Product Liability Act, the client shall bear product liability claims asserted against the client or DIMENSIONICS DENSITY in the internal relationship alone. The client shall indemnify DIMENSIONICS DENSITY internally against product liability claims and all associated costs.

8. Place of Performance and Jurisdiction

8.1  The place of performance for all obligations arising from the contract is the registered office of DIMENSIONICS DENSITY.

8.2 The contractual relationship shall be governed exclusively by German law as it applies between German nationals. The applicability of foreign law is expressly excluded.

8.3 The place of performance for all legal disputes shall be Stuttgart.

9.  Industrial property rights

9.1 The Client shall notify DIMENSIONICS DENSITY without undue delay if claims for infringement of proprietary rights are asserted against it or if the infringement of proprietary rights becomes known to it. DIMENSIONICS DENSITY reserves the right to appropriate defence measures and settlement negotiations.

9.2 DIMENSIONICS DENSITY will indemnify the client against claims of third parties arising from possible infringements of copyrights, trademarks or patents, unless the design of a delivery item originates from the client. Further preconditions for indemnification are that the infringement of property rights is the responsibility of DIMENSIONICS DENSITY, that DIMENSIONICS DENSITY is entrusted with the conduct of legal disputes and that the alleged infringement is exclusively due to the design of DIMENSIONICS DENSITY without connection with or use of other products.

10. General Provisions
    

10.1 The Client shall not be entitled to assign its rights under the Contract.

10.2 If one or more provisions of these General Terms and Conditions should be or become invalid, or if this contract text should contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provision by appropriate provisions which correspond as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.