I. Scope of application
1. The company Enviolet carries out all sales, deliveries and services exclusively according to the following conditions.
2 General terms and conditions of resellers, buyers and other customers do not apply. This also applies if reference is made to such contractual conditions when placing the order and Enviolet GmbH does not expressly object to these contractual conditions.
II. Order acceptance, written form
1. Orders must be placed in writing and only become binding through written order confirmations from Enviolet GmbH.
2. With the conclusion of the contract, all previous agreements and assurances, as far as they are not expressly confirmed in writing by Enviolet GmbH, lose their effectiveness. Subsidiary agreements are only effective if they have been expressly agreed upon in writing.
3. Details of specifications, types, dimensions and weights, illustrations, drawings etc. in Enviolet GmbH's offer, its brochures and other documents provided to the customer only represent approximate values. Information contained in such documents about the economic usability, achievable production increases, etc. are fundamentally exemplary and non-binding, they do not represent a guarantee of any properties and are subject in particular to model maintenance. We reserve the right to make innovations which represent technical progress.
III Delivery, Prices
1. The prices are ex works, excluding packaging and transport costs. Costs arising from delivery, packaging, installation or assembly shall be charged separately or according to quoted separate positions.
2. The order confirmation or otherwise agreed delivery dates are to be understood as indicative dates. Enviolet GmbH will make reasonable efforts to comply with the stated delivery dates. As far as the order backlog exceeds the delivery possibility, Enviolet GmbH will carry out the delivery allocation as evenly as possible.
3. If the delivery is delayed due to reasons beyond Enviolet GmbH's control, in particular due to force majeure, changes in official permits or legislation, operational disruptions, labour disputes, failure of an important piece of equipment or delay of suppliers or subcontractors, the agreed delivery date will be tacitly extended by the reasonable period of time necessary to eliminate this reason. If such reasons continue for a period of more than 3 (three) months, the contract may be terminated by either party. In this case of delay without fault, it is agreed that compensation for damages due to delay or non-fulfilment is excluded.
4. If Enviolet GmbH does not deliver on time, the customer is obliged to first set a grace period of 6 weeks. This begins with receipt of the letter.
5. The customer can only claim damages for non-fulfilment if Enviolet GmbH and - or a vicarious agent has caused the damages intentionally or through gross negligence.
6. If the customer does not make use of the aforementioned rights, he is not entitled to any claims for damages from the non-observance of any delivery dates.
7. The extended liability according to § 287 BGB is excluded. 8.
8. If partial deliveries have been made, the period of grace to be set by the customer shall begin anew.
IV. Terms of payment, prices
1. Payments are to be made without deduction within 14 (fourteen) days after receipt of the deliveries to the accounts specified by enviolet. Should Enviolet GmbH confirm other terms of payment in the order confirmation, these will apply. Enviolet GmbH reserves the right to declare payments as due immediately, this applies in particular in case of previous default of payment.
2. If payments are not made on time, Enviolet GmbH reserves the right to cancel orders or not to deliver them. In addition, Enviolet GmbH is entitled to charge interest on arrears of 2% above the respective discount rate of the Deutsche Bundesbank or 12% p.a. from the date of the reminder.
3. The maintenance with counterclaims of any kind, as far as they are not legally established or disputed, and the assertion of a right of retention are excluded.
V. Warranty and liability
1. If the goods do not correspond to the contractual scope of services, the customer has to report this immediately in writing. Enviolet GmbH shall provide warranty by rectifying the defect free of charge. The warranty period is 24 months starting with the acceptance of the device. Excluded from the warranty are defects caused by improper handling or overloading, as well as wear parts and UV lamps. Any warranty claims will expire if unauthorized persons interfere with the parts and devices delivered by Enviolet GmbH. In order to determine the warranty claim, the respective device must be made available to Enviolet GmbH free of charge at your premises.
2. If the rectification does not succeed within 6 months from handing over the device, the customer is entitled to demand a reduction of the payment or cancellation of the contract for the device in question, according to his choice. The further assertion of claims for damages, in particular consequential damages, is excluded.
3. The customer is not entitled to any right of retention with regard to claims of Enviolet GmbH that do not relate to the subject matter of the contract, due to his aforementioned rights.
4. Claims for damages due to impossibility of performance, due to non-fulfilment, due to positive breach of contract, due to culpa in contrahendo and due to unlawful acts are excluded both against us and against our vicarious agents or assistants, unless the damage was caused intentionally or by gross negligence.
5. Any claims for damages are limited to the amount of damages that enviolet could reasonably expect to occur at the time of the conclusion of the contract according to the circumstances known at that time, however, to a maximum of the purchase value of the respective Enviolet GmbH product in a damage event.
6. If the goods delivered by Enviolet GmbH are delivered directly or indirectly, directly or in processed condition, by the customer to a foreign country, this must be notified to Enviolet GmbH and approved by Enviolet GmbH, otherwise any claims for damages against Enviolet GmbH will lapse.
VI. Retention of title
1. The delivered goods will remain the property of Enviolet GmbH until full payment of all claims, including future claims, arising from the business condition with the customer. This also includes conditional claims.
2. In the event of processing, combining or mixing of the reserved goods, Enviolet GmbH is thereby entitled to the respective rental ownership share in the new item in the amount of the sales price charged to the customer, including VAT.
3. The customer is entitled to resell the goods in the amount of the sales price charged to the customer. The customer is entitled to resell or process the goods subject to retention of title in the ordinary course of business, against immediate payment or subject to retention of title. The customer is not permitted to pledge or assign the goods as security.
4. If the value of this security exceeds the amount of Enviolet GmbH's claims by more than 20%, the securities will be released to this extent at the customer's discretion.
5. Until revoked, the customer is entitled to collect the receivables assigned to Enviolet GmbH; this will only be done on a fiduciary basis and for the account of Enviolet GmbH. The collected proceeds are therefore to be transferred.
6. At the request of Enviolet GmbH, the customer is obliged to disclose the assignment to the third party buyers and to provide the information necessary to assert the rights of Enviolet GmbH against the third party buyer.
7. The customer has to inform Enviolet GmbH immediately about the access or any impairment of its rights by third parties to the reserved goods or the assigned claims and to support Enviolet GmbH in any way in the intervention.
8. The costs of all measures to collect or secure the property of Enviolet GmbH will be borne by the customer.
9. Enviolet GmbH is entitled to take back the goods after a reminder if the customer acts in breach of contract, in particular in case of default of payment, and the customer is obliged to segregate and surrender the goods.
10. The customer shall be obliged to notify Enviolet GmbH immediately if the customer files for bankruptcy or composition proceedings.
VII Copyright - License
1. Enviolet GmbH reserves the right of ownership and a possibly existing copyright to drawings and other documents that are handed over to the reseller or customer, including cost estimates and documents for price calculation. The manuals, descriptions and software created by Enviolet GmbH are protected by copyright. The granting of any right of use requires a special agreement. Under no circumstances is it permitted to make copies or to enable third parties to do so.
3. When purchasing goods which have been paid for in full, the purchaser shall receive a temporary license for the industrial property rights concerned (patents (devices, components, processes) and utility models). This temporary license is bound to the lifetime of our UV lamps. As long as the goods are operated completely with original replacement lamps or original replacement modules from Enviolet GmbH, this license is automatically extended by the service life of these replacement parts. If these spare parts or parts thereof are not purchased from Enviolet GmbH, a license fee of 20% of the device's new price must be paid annually for the disinfection product series (Microfloat®, MicroUV®, Microspear®). For the other product groups, this license amounts to 10% of the new unit price. This license is due immediately and can be charged for up to five years in arrears if a product has been operated without a valid license.
VIII Small and foreign orders
1. For small orders under € 100,- we reserve the right to charge a handling fee of € 35,-.
2. Foreign orders shall only be executed against advance payment (L/C at sight) from a minimum order value of € 2,000 plus the expenses incurred for this.
3. First-time customer transactions shall only be carried out against advance payment.
1. With the filing of a petition in bankruptcy or the filing of a petition for composition or request for a moratorium of payment by the customer, the claims of Enviolet GmbH become due immediately.
2. Returns require prior consent and will only be accepted if the reason for the return is stated and all delivery data are enclosed.
3. Returns are always to be made carriage paid to the factory in Karlsruhe.
4. Custom-made products are excluded from exchange.
X. Place of performance, place of jurisdiction and partial invalidity
1. Place of performance is Karlsruhe. Insofar as the purchaser is a registered trader, a legal entity under public law or a special fund under public law, Karlsruhe is agreed as the place of jurisdiction for both parties for any disputes arising from the contracts or legal relationships connected therewith. The same applies if the domicile or habitual residence of the customer is unknown at the time the action is brought.
2. Should one or more of the above provisions be or become invalid, this shall not affect the validity of the remaining contractual clauses. The invalid provision shall be replaced by a valid provision which achieves the economic purpose pursued by it as far as possible.
3. The headings serve only to provide a better overview and have no material meaning, in particular not that of a final regulation.
4. Deviating contractual conditions are only effective if they are set down in writing.