T | Terms and Conditions

§ 1 General – Scope of Application

(1) These general terms and conditions apply to all legal relationships established between VTIS GmbH, Nikolaus-Groß-Straße 31, D-44329 Dortmund (hereinafter “VTIS”), and its customers in Germany. Our terms and conditions apply exclusively; we do not recognize any conflicting or deviating conditions of the customer. Our terms and conditions also apply if we carry out the delivery to the customer without reservation despite being aware of conflicting or deviating conditions of the customer.
(2) Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into without a commercial or independent professional activity being attributed to them.
(3) Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent professional activity.
(4) Customers within the meaning of these terms and conditions are both consumers and entrepreneurs.

§ 2 Conclusion of Contract

(1) If the customer is an entrepreneur, our offer is subject to change unless otherwise stated in the order confirmation. We reserve the right to make technical changes in form, color, and/or weight, as well as corrections for printing errors, within the scope of what is commercially reasonable. In this respect, there is an agreement between the parties.
(2) By ordering goods, the customer makes a binding declaration that they wish to purchase the ordered goods from us under these terms and conditions. We are entitled to accept the contractual offer contained in the order within three weeks of receipt. Acceptance can be declared either in text form or by delivering the goods to the customer. The conclusion of the contract is subject to the correct and timely delivery to us by our own suppliers, where applicable. This reservation only applies if we are not responsible for the non-delivery, particularly in the event of the conclusion of a congruent hedging transaction with due care. The customer will be informed immediately if the service is unavailable. Any consideration already provided will be refunded to the customer without delay.
(3) Our General Terms and Conditions also apply to contracts involving services, particularly if the customer orders the commissioning of the goods or other services related to the goods in addition to the goods themselves.
(4) In the case of contracts with entrepreneurs involving advertising application, special productions, or Far East orders, over- or under-deliveries of 10% of the ordered goods are possible and customary in the industry and are therefore considered in accordance with the contract. The quantity actually delivered will be invoiced within this deviation range.

§ 3 Prices/Terms of Payment

(1) If the customer is a consumer, the current prices at the time of the order apply, as displayed for the respective goods or on the corresponding price list. All final prices are gross prices including VAT. Additional shipping costs and other ancillary costs can be found at any time on the information page (insert link)
and will be displayed to the customer again before the order process is completed.
(2) If the customer is an entrepreneur, our prices apply “ex works,” excluding packaging, unless otherwise stated in the order confirmation; packaging will be invoiced separately. VAT will be shown separately in the invoice at the statutory rate on the day of invoicing. The deduction of a discount requires a special written agreement.
(3) Delivery of the goods is made against advance payment, unless another payment method has been expressly agreed between the contracting parties or is specified for the respective goods. Unless otherwise agreed, our invoices are due and payable immediately.
(4) If the customer is an entrepreneur, they only have rights of set-off if their counterclaims have been legally established, are undisputed, or have been recognized by us. Furthermore, they are authorized to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
(5) If fixed assembly prices are agreed upon, these can only be guaranteed if the assembly process is unhindered and all on-site requirements are met. Delays for which the customer is responsible and which result in rework or additional services will be charged separately at the currently applicable rates. Where possible, we will inform the customer in good time that higher costs will be incurred.

§ 4 Delivery Time

(1) We are not responsible for delays in delivery and performance due to force majeure or events that make delivery significantly more difficult or impossible for us on a more than temporary basis, even in the case of bindingly agreed periods and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part regarding the part not yet fulfilled.
(2) If we are responsible for non-compliance with bindingly promised periods and dates or are in default, our liability in contracts with entrepreneurs is limited to 0.5 percent of the invoice value (excluding VAT) of the deliveries and services affected by the delay for each completed week of delay, but to a maximum of 5 percent of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded unless the delay is based on gross negligence on our part.

§ 5 Transfer of Risk – Packaging Costs

Unless otherwise stated in the order confirmation, delivery “ex works” is agreed for contracts with entrepreneurs. Separate agreements apply to the return of packaging. If the entrepreneur so requests, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the entrepreneur.

§ 6 Assembly/Cooperation Obligations

(1) If assembly is agreed upon, the following assembly conditions apply additionally, particularly regarding the customer’s cooperation obligations.
(2) The customer must ensure that the on-site cabling is carried out according to our specifications in good time before the start of our assembly work, that a functional network infrastructure exists on-site for network connections up to and including the handover point (patch socket), distance approx. 1-2 meters from the assembly site, and that a permissible climbing aid is provided on-site for assembly heights over 2.50 m, which complies with all statutory and official occupational health and safety and accident prevention regulations.
(3) The customer also has this duty of cooperation in cases where they are not the owner or developer of the property/building on or in which the system is installed by us. If the customer does not fulfill this duty of cooperation, we are entitled to the further rights under §§ 642 and 643 of the German Civil Code (BGB) in addition to the rights under the general regulations.
(4) The assembly is carried out by us. The basis is the local conditions prevailing at the time of handover and the agreements and execution specifications made when the order was placed.
(5) After the handover of a system, the customer assumes the costs for interventions/alarm tracking. The burden of proof for the causality of these measures lies with the customer. As a precaution, we point out that during assembly, service, and maintenance work, there may be restrictions/interruptions to the functionality of the system concerned, which may jeopardize insurance coverage. The customer is responsible for measures to ensure safety/insurance coverage during this period. During this phase, we are only liable for direct/indirect damage to property, persons, or assets in accordance with this agreement.
(6) All time specifications for our services are based on experience and estimated values and will be invoiced according to actual expenditure on proof, unless otherwise agreed. Warranty claims of the customer, who is an entrepreneur, presuppose that they have properly fulfilled their inspection and notification obligations owed under § 377 of the German Commercial Code (HGB).

§ 7 Warranty/Liability in Contracts with Entrepreneurs

(1) Warranty claims of the customer, who is an entrepreneur, presuppose that they have properly fulfilled their inspection and notification obligations owed under § 377 of the German Commercial Code (HGB).
(2) If there is a defect in the purchased item, the customer is entitled, at their choice, to supplementary performance in the form of rectification of the defect or delivery of a new defect-free item. If the supplementary performance fails, the customer is entitled, at their choice, to demand withdrawal or a reduction in price. We may refuse the type of supplementary performance chosen by the customer if it is impossible or only possible with disproportionate costs.
(3) We are liable according to the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents, or if we culpably breach a material contractual obligation. Unless we are accused of an intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
(4) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(5) Unless otherwise regulated above, liability is excluded.
(6) The limitation period for warranty claims is 12 months, calculated from the transfer of risk.

§ 8 Warranty/Liability in Contracts with Consumers

(1) In the case of contracts with consumers, the warranty is governed by the statutory provisions.
(2) The customer’s rights in the event of defects to supplementary performance, withdrawal from the contract, or reduction of the purchase price are determined by the statutory regulations.
(3) Notwithstanding the following limitations of liability, we are always liable in the event of fraudulent intent or for damages resulting from injury to life, limb, or health, or claims under the Product Liability Act.
(4) We are not liable for slightly negligent breaches of duty, provided these do not concern material contractual obligations. A material contractual obligation exists if the obligation forms a basis of the contract that was decisive for the conclusion of the contract and on whose fulfillment the customer may rely.
(5) Insofar as we are also liable for slight negligence, the amount of liability is limited to contract-typical, foreseeable damages.
(6) Insofar as our liability is excluded or limited, this also applies to the liability of legal representatives, employees, and vicarious agents of the provider.

§ 9 Right of Withdrawal for Contracts with Consumers

(1) In the case of contracts with consumers, the consumer has a statutory right of withdrawal, about which we inform through the following withdrawal policy:

Right of Withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, took possession of the goods.
To exercise your right of withdrawal, you must inform us (VTIS GmbH, Nikolaus-Groß-Straße 31, 44329 Dortmund; Email: info@vtis.de; Tel: 0231/ 8808570; Fax: 0231/88085777) of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by post, fax, or email). You may use the attached model withdrawal form on the last page of these T, but it is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of Withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the goods or hand them over to us without undue delay and in any event not later than fourteen days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired. You will bear the direct cost of returning the goods.
You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics, and functioning of the goods.

End of Withdrawal Policy

(2) The right of withdrawal does not exist for distance contracts
– for the delivery of goods that are not prefabricated and for the production of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer,
– for the delivery of goods that can spoil quickly or whose expiration date would be quickly exceeded,
– for the delivery of sealed goods which are not suitable for return due to health protection or hygiene reasons if their seal was removed after delivery,
– for the delivery of goods if these were inseparably mixed with other goods after delivery due to their nature,
– for the delivery of audio or video recordings or computer software in a sealed package if the seal was removed after delivery,
– for the delivery of newspapers, periodicals, or magazines with the exception of subscription contracts,
– for the delivery of alcoholic beverages, the price of which was agreed upon at the time of the conclusion of the contract, but which can be delivered at the earliest 30 days after the conclusion of the contract and whose current value depends on fluctuations in the market over which the entrepreneur has no influence

§ 10 Retention of Title

The goods remain our property until full payment has been made. If the customer is an entrepreneur, they are entitled to resell the reserved goods in the ordinary course of business. In the event of resale, the entrepreneur assigns all claims arising from the resale to us as security. In the event of access by third parties to the reserved goods, the entrepreneur will point out our ownership and notify us of the process immediately.

§ 11 Place of Jurisdiction – Place of Performance

(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at their place of residence. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
(2) The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 12 Data Protection

We are obliged to take the applicable data protection regulations into account. We are entitled to store the personal data provided in the context of the order for the purposes of contract processing by means of EDP and to include it in a customer file.

If you have any questions about data protection, please contact the data protection officer by email at:

datenschutz@vtis.de

or by post at:

VTIS GmbH
Data Protection Officer
Nikolaus-Groß-Straße 31
D-44329 Dortmund

§ 13 Severability Clause

Should any of the aforementioned provisions be or become partially or wholly invalid, the remaining provisions shall not be affected thereby. The invalid provision shall be replaced—as far as legally permissible—by that valid provision which the parties would have agreed upon if they had been aware of the invalidity of the provision at the time the contract was concluded.

VTIS GmbH
Nikolaus-Groß-Straße 31
D-44329 Dortmund
Phone: +49 (0) 231 880857 0
Fax: +49 (0) 231 880857 77
Email: info@vtis.de