General terms and conditions
§ 1 General – scope of application
(1) These general terms and conditions apply to all legal relationships established between the company VTIS GmbH, Nikolaus-Groß-Straße 31, D-44329 Dortmund (hereinafter referred to as „VTIS“) and the company’s customers in Germany. Our general terms and conditions exclusively apply; opposing terms or to our general terms and conditions differing terms our customers are not being acknowledged. Our general terms and conditions also apply in the case of deliveries that are unreservedly performed to our customers in knowledge of opposing terms or to our general terms and conditions differing terms of the customer.
(2) Consumer within the meaning of these general terms and conditions are natural persons with whom a business relationship is established without any attributable commercial or self-employed activity.
(3) Entrepreneur within the meaning of these general terms and conditions are natural or legal persons or partnerships having legal capacity with whom a business relationship is established, and who are acting in the exercise of their commercial or independent professional occupation.
(4) Customers within the meaning of these general terms and conditions are as well consumers as entrepreneurs.
§ 2 Contract formation
(1) If the customer is an entrepreneur our offer is non-binding provided nothing else results from the confirmation of order. Misprints, technical changes in form and color and/or weight shall remain reserved within the scope of the customary reasonable. Insofar there exists mutual agreement between the parties.
(2) With the order of products the customer mandatorily represents the will to purchase the ordered products from us according to the actual terms and conditions. We are able to accept the contractual offer that lies within the order within three weeks upon receipt. The acceptance can be declared in text format or through the delivery of the products to the customer. The formation of the contract takes place under the reserve of the correct and punctual self-delivery by a possibly to be regarded components supplier. The reserve only applies to non-deliveries we are not responsible for. This applies especially upon completion of a congruent covering transaction with due diligence. The customer will be immediately informed in the case of unavailability of the service. The payment will – so far as already ensued – be restored immediately to the customer.
(3) Our general terms and conditions also apply to contracts that purport services, especially if the customer, besides the product, orders its commissioning or other to the product related services.
(4) In the case of contracts with entrepreneurs that purport promotional labeling or customized production runs or pertain to Far East Orders, deliveries over or under the ordered products of 10 % are possible and customary and are considered to be contractual. Within this divergence the actual delivered amount will be deducted.
§ 3 Prices/Terms of Payment
(1) If the customer is a consumer the latest prices in the moment of order apply, which are displayed on the particular product or the respective price list. All final prices are gross prices including VAT. Additionally accruing delivery charges and other additional costs can be obtained from the information page (insert link) at any time and will be displayed to the customer once again before completion of the ordering process.
(2) If the customer is an entrepreneur the prices ex works apply, if nothing else results from the confirmation of order, excluding packaging; these will be charged separately. The value added tax is declared separately on the bill in statutory extent on the day of the billing. The deduction of cashback demands a special written agreement.
(3) The delivery of products takes place on advance payment, unless other payment terms have been explicitly agreed upon or been stated with the respective product. As far as nothing else has been agreed upon, our bills are instantly due and are to be settled.
(4) The customer, if entrepreneur, only has rights of set-off if his counterclaims were determined without further legal recourse, uncontended or acknowledged by us. Moreover he is authorized to exercise a right of retention to the extent that the counterclaim is based on the same contractual relationship.
(5) In the case of agreed fixed prices for installation these can only be ensured in the case of unimpeded installation sequence and the presence of all conditions being met by the customer. Delays which lead to subsequence performances or additional services, are billed separately under the respective legal terms of settlement if they are the customers responsibility. As far as practicable we will inform the customer of higher costs in time.
§ 4 Period of delivery
(1) Supply and performance delays due to force majeure and to further events, which not only hamper or render the delivery impossible for us, are not our responsibility even in the case of validly agreed deadlines and dates. In that case we are able to delay the delivery or service for the period of the interference in addition to an appropriate acceleration time or to rescind the contract in whole or in part, because of the not yet performed part.
(2) As far as we are responsible for the violation of validly agreed deadlines and dates or are in delay, our liability regarding contracts with entrepreneurs is limited to 0.5 percent, altogether however at most to 5 percent of the invoice value (ex VAT) of the, by the delay affected deliveries and services, for every completed week of delay. Any further claims are expressly excluded, unless the delay rests upon wanton negligence on our part.
§ 5 Transfer of risk – packaging charges
Provided nothing else results from the confirmation of order all contracts with entrepreneurs agree to the delivery ex works. Separate agreements apply to the redemption of packaging. Given the request of the entrepreneur we will cover the delivery with a transportation insurance; the in this respect accruing costs are being met by the entrepreneur.
§ 6 Installation/cooperation duties
(1) If an installation is agreed upon, the following conditions for the installation additionally apply, especially regarding the cooperation duties of the customer.
(2) It is the customers duty to ensure that, prior the start of our installation work the wiring provided by the customer ensues according to our indications, in the case of network connections provided by the customer there exists a functional network infrastructure through the handover point (Patch Dose), distance about 1-2 metre from the installation place, and that if the installation is taking place higher than 2,50 metre provided by the customer there is a heel lifter supplied which equates to the administrative regulation of safety at work and accident protection.
(3) The customer also has this cooperation duty in those cases in which he may not be the owner or builder of the property/building, on or in which the facility is installed by us. If the
customer does not fulfill this duty, we are entitled to the rights from the general regulations as well as to the rights from §§ 642 and 643 BGB.
(4) The installation is carried out by us based on the, to the date of handover prevailing, local conditions and the agreements and the standards of performance that were agreed to with the ordering.
(5) After the handover of the facility the customer bears the costs for interventions/pursuit of alarms. Giving evidence for the causality of these activities is up to the customer. We precautionary point out that there might be limitations/disruptions of the functionality of the afflicted facility and therefore it might come to an endangerment of the insurance coverage during the installation, service and maintenance work. The customer is responsible for all measures aimed at ensuring security/insurance coverage during this period. In this period we can be held responsible for direct/indirect damages to property, persons or financial losses only according to this agreement.
(6) All time designations are based on temporal empirical and estimated values and are – unless otherwise agreed – charged according to the actual expense for proof. Claims for defects of the customer, being an entrepreneur, require that he properly fulfilled his obligations to examine and complain according to § 377 HGB.
§ 7 Warranty/Liability for contracts with entrepreneurs
(1) The customers claims for defects, being an entrepreneur, require that he properly fulfilled his obligations to examine and complain according to § 377 HGB.
(2) Case given there is a flaw of the purchased item the customer has, at his own choice, the right to demand supplementary performance, in terms of the removal of the flaw, or delivery of a new flawless product. If the supplementary performance fails the customer has, at his own choice, the right to demand rescission or mitigation. We may deny the, by customer chosen way of supplementary performance if it is impossible or only possible under disproportional costs.
(3) We are liable within the legal provisions, provided the customer asserts damage claims which are based on malice or wanton negligence including malice or wanton negligence by our representatives or vicarious agents or if we violate an essential contractual obligation culpably. If and when we are not accused of a violation of the contract caused by malice, the liability for damages is limited to the predictable, typically occurring damage.
(4) The liability for the culpable infringement of life, body or health remains unaffected; this also applies to mandatory liability in accordance with the product liability law.
(5) Unless otherwise specified above the liability shall be excluded.
(6) The statute of limitations for claims of defects comes to 12 months calculated from the time of the transfer of risk.
§ 8 Warranty/Liability for contracts with consumers
(1) The warranty is determined by the legal regulations regarding contracts with consumers.
(2) The customers rights to demand supplementary performance, to terminate the contract or the abatement of the price in the case of flaws are determined by the legal regulations.
(3) Without prejudice to the following limitations of liability we are liable in all cases of fraud or damages from the infringement of life, body or health or entitlements in accordance with the product liability law.
(4) We are not liable for slightly negligent breaches of duty provided they do not affect essential contractual obligations. An essential contractual obligation is given if the obligation provides the basis of the contract, was crucial for the conclusion of the contract and on whose compliance the customer may rely.
(5) As far as we are also liable for slight negligence, the liability is limited to contractual, predictable damages.
(6) As far as our liability is excluded or limited this also applies to the liability of statutory representatives, staff and vicarious agents of the provider.
§ 9 Cancellation right for contracts with consumers
(1) In the case of contracts with consumers the consumer is entitled to a statutory cancellation right we inform about through the following cancellation policy:
You are entitled to cancel this contract without giving reasons within fourteen days. The cancellation period is fourteen days calculated from the day you or any, by you, named third party, who is not the promoter, take or takes possession of the product.
To exercise your cancellation right you need to inform us (VTIS GmbH, Nikolaus-Groß-Straße 31, 44329 Dortmund; e-mail address: firstname.lastname@example.org; phone number: 0231/8808570; fax: 0231/88085777) about your decision to cancel the contract in terms of a distinct representation (e.g. a mailed letter, telefax message or e-mail). You may use the, at the end of these general terms and conditions, enclosed exemplary cancellation form, which however is not mandatory.
In order to preserve the cancellation period it is sufficient to forward the information about the exercise of the cancellation right prior to the expiration of the cancellation period.
Consequences of the cancellation
When you cancel this contract we have to immediately and at the latest within fourteen days, calculated from the day we received the information of the cancellation of this contract, return all payments we have received from you including the delivery costs (except for the additional costs, that accrue from the case that you have chosen a different type of delivery than the one more favorable type we provide as standard). For this repayment we use the same currency you chose for the original transaction, unless it was agreed upon something else; regarding this repayment we will on no account charge you a fee. We may deny the repayment until we regained the product, or you provided evidence of the transmission of the product depending on the prior time.
You have to resend or render the product immediately and at the latest within fourteen days, calculated from the day you informed us of the cancellation of the contract. In order to preserve the deadline it is sufficient to resend the product prior to the expiration of the fourteen days. You bear the actual costs of the return of the product.
You only have to compensate for a possible loss of value if it is due to dealings that are not necessary for the examination of the products nature, characteristics and functionality.
End of cancellation policy
(2) The cancellation right does not exist in the case of distance contracts relating to
the delivery of products that are not prefabricated and if there is a need of an individual selection or determination at the hands of the consumer that is essential for the fabrication or if it is clearly customized to the personal needs of the consumer,
the delivery of products that quickly spoil or whose expiration date would quickly be exceeded,
the delivery of sealed products that are not suited for return because of reasons to protect public health or hygiene, if the sealing has been removed after the delivery,
the delivery of products that were, because of their condition, indivisibly mingled with other goods after the delivery,
the delivery of audio or video recordings or computer software in a sealed package if the sealing has been removed,
the delivery of newspapers, magazines or illustrated magazines excepting subscription contracts,
the delivery of alcoholic drinks, whose price was agreed upon with the formation of the contract, which however can earliest be delivered 30 days after the formation of the contract and whose actual value is relative to the variations on the market on which the entrepreneur has no bearing on.
§ 10 Security of the retention of title
The products remain our property until full payment. As the customer may be an entrepreneur he is entitled to resell the goods subject to the retention of title on account of proper business operations. In case of a resell the entrepreneur yields all claims due to the resell to us as a security. In case of access to the goods, subject to the retention of title, by a third party the entrepreneur will be hinted at our property and will immediately inform us about the occurrence.
§ 11 Place of jurisdiction – place of performance
(1) Provided the customer is a merchant our registered office is the place of jurisdiction; however we are entitled to also proceed against the customer at the court of his place of residence. Unless nothing else accrues from the order confirmation our registered office is the place of performance.
(2) The law of the Federal Republic of Germany shall apply; the application of the UN Sales Convention is excluded.
§ 12 Data protection
We are obligated to take account of the applicable data protection regulations. We are entitled to file and incorporate the personal data that was given to us as part of the order for processing of contracts purposes, in the way of computerizing into a customer database file.
§ 13 severability clause
Should one of the aforementioned provisions be or become partially or wholly void the other provisions will not be affected. That valid provision will take the place of the void provision which – so far as legally admissible – would by the parties have been agreed upon if they had notice of the invalidity of the provision at the time of the contract closing.
Phone: + 49 (0) 231 880857 0
Telefax: + 49 (0) 231 880857 77