General Terms and Conditions of arcotest GmbH
All contracts between arcotest GmbH and enterprises (Sect. 14 of the German Civil Code) and legal entities under public law shall be concluded exclusively subject to these General Terms and Conditions, unless special conditions of arcotest GmbH apply to the provision of services. Any other terms and conditions shall not form the subject of the contract, even if we have not explicitly contradicted these.
Unless explicitly otherwise agreed, our prices shall apply ex works. These are net prices respectively, for which value added tax is calculated at the respective legal rate insofar as the service or delivery is subject to value added tax in Germany.
III. Delivery Time/Delays
1) Delivery times are non-binding unless fixed dates are explicitly agreed. 2) The goods are delivered as the expense and risk of the customer ex works, unless another place of delivery is expressly agreed. 3) If arcotest GmbH is late with the delivery, its liability to pay damages is limited to the value of the goods.
IV. Retention of Title
1) The arcotest GmbH reserves the right of ownership of the delivered goods until its claims under the terms of the contract are met in full. 2) The customer is entitled to use, exploit or resell the goods during the ordinary course of business. The processing or transforming of the purchased item shall in all cases be undertaken on our behalf. If the purchased item is processed with other goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchase to the other processed objects at the time of processing. The same shall apply if the purchased item is combined with other objects. 3) If the goods are sold, the customer hereby assigns his resulting claims to us. The customer shall be entitled to collect receivables until said right is revoked.
1) In the case of a defect for which arcotest GmbH is responsible, arcotest GmbH shall be entitled to rectify the defect or to make a substitute delivery at its discretion. 2) arcotest GmbH shall only be liable for damage or consequential damage due to defects in the case of gross negligence or intent on its part. Liability for lost profits is expressly excluded. The scope of liability on the part of arcotest GmbH under the terms of the product liability act remains unaffected.
The customer is not entitled to offset or withhold payments due to his own claims that are not ascertained as undisputed or legally binding.
VII. General Provisions
1) The contractual relationship shall be subject to German law. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. 2) The place of performance for all services arising from the contractual relationship is the registered office of arcotest GmbH. 3) The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of arcotest GmbH. 4) Should individual provisions of the contract become invalid, this shall not affect the effectiveness of the remaining provisions. In this case, the contracting parties undertake to agree a regulation corresponding to the economic intention of the invalid provision. The same shall apply if a loophole that must be filled is discovered during the execution of this contract. Mönsheim, 2018