General terms and conditions
benntec Systemtechnik GmbH
Status: May 2023
These conditions form an integral part of all quotations and contracts governing deliveries and services provided by us, in both current and future business relationships. Other agreements, in particular conflicting terms and conditions from our customers as well as collateral agreements, require our express written permission in each individual case in order to become a valid contract component.
1. Offer and conclusion of contract
1.1. Our offers/cost estimates are non-binding.
1.2. Contracts and changes to contracts with us enter into force only once we have given written acceptance of contracts/orders received, or after we have supplied the goods or rendered the services ordered by our customer.
1.3. Descriptions and illustrations of our products shall only be considered approximations, unless otherwise agreed in writing. We reserve the right to make changes to the construction and form, as well as the electrical design, prior to delivery/provision of services providing that such changes do not adversely affect the interests of our customer.
2.1. Our customers shall pay the applicable list price on the delivery date/when services are rendered. This also applies for follow-up orders. If a different price is agreed, we can calculate the applicable list price for the customer on the delivery date/date that services are rendered, providing that no more than four months have passed between the date of contract conclusion and that of delivery/services being rendered.
2.2. Our prices are given in EURO ex works, without VAT. Packaging, insurance and freight, as well as other costs, shall be borne separately by the customer, even if these are not expressly indicated. In the case of deliveries abroad, the customer is also responsible for customs duties and costs.
3. Delivery time
3.1. Information about the delivery time is always non-binding unless otherwise agreed in writing.
If a binding delivery time is agreed, it shall not begin before our order confirmation is sent. Compliance with the deadline presupposes that the customer has fulfilled his obligations and provided us with all necessary documents, approvals, clearances, etc. and that all details have been clarified.
3.2. Any occurrence of force majeure or of other unusual circumstances including but not limited to labour disputes, any sovereign measures, or disruption of traffic, regardless of whether they affected us or our suppliers, shall release us from our obligation to make delivery or perform our service for customers for the duration of the effects thereof. Any agreed contractual penalty shall also not apply under these circumstances.
4. Transport and transfer of risk
4.1. Unless otherwise agreed, we shall determine the means of despatch and the path without being responsible for ensuring that the fastest or most economical method is chosen. Damage compensation claims owing to non-adherence to shipping instructions by our customers or due to defective packaging of the goods shall be excluded, unless one of the liability cases listed in paragraph 11 of these conditions below has occurred except in cases of intent or gross negligence.
4.2. The customer assumes risk once we have turned the goods over to the carrier’s warehouse. This also applies in the case of partial deliveries/services. We are not required to take out transport insurance, even for deliveries abroad. If goods are lost or damaged during transport, our customer shall file a damage claim through the carrier immediately, in particular in the event of identifiable damages on delivery.
5. Partial deliveries, goods on demand and acceptance
5.1. We can fulfil orders in partial deliveries that are to be paid separately within the payment periods listed in paragraph 6 of these conditions.
5.2. Our customer must have collected all goods/services sold on delivery within a maximum of three months from the date on which the contract was signed unless other written agreements have been made. Requests from our customers must be received at least four weeks before the delivery date. If our customer does not make the request in a timely manner, we may demand the total price agreed when the full delivery is made or the service is provided in full.
5.3. If the customer does not accept the delivery/service or the delivery/service is delayed for reasons that lie within our customer’s area of responsibility, the risk of accidental loss and accidental deterioration of the goods and services to be provided by us shall pass to the customer at the specified time.
6.1. If not otherwise agreed, our invoices are to be paid net immediately, and no later than eight days from the date of invoice.
6.2. Payments always settle the oldest request. Payment methods other than cash, e.g. cheques and bank transfers, are only accepted with special agreement and only as conditional payment. All payments shall be free of charge to us. Bank, discount and collection charges shall be paid by the customer.
6.3. If the payment terms of eight days are not met, at this point we may charge our customer default interest of eight percentage points above the currently valid base rate. We reserve the right to claim further damages due to delay.
7. Offset and retention
7.1. Our customers may file only incontestable, legally validated and established (proven) claims against us.
7.2. Our customers are only entitled to exercise a right of retention if their counterclaims are based on the same contractual relationship.
8. Custom products and exemption
8.1. If goods/services are created especially for our customer, in particular in accordance with his requirements, specifications, etc., an extra charge may be agreed for preparation costs. Tools, moulds etc., that are used to deliver goods/perform services, shall remain our sole property even if they have been charged to our customer.
8.2. In the case of all deliveries/services that have been performed in line with our customer’s requirements, specifications, etc., the customer shall release us from all claims brought against us or our subsuppliers on the grounds of industrial property rights, copyright laws, trademarks, etc. This also applies if our customer uses our goods/services without our consent in such a way that may infringe upon the rights of third parties.
9. Retention of title
9.1. We shall retain title to the goods delivered and/or installed by us (reserved goods) until all claims brought by us against the customer from the relevant contracts and the business relationship with the customer now or in the future that have arisen from the point at which the contract was signed or previously, regardless of the legal basis, have been fully redeemed.
9.2. The customer is entitled to sell on, process, mix or combine, as well as subsequently sell on the reserved goods within the scope of an extended reservation of ownership, providing that this occurs within the scope of a proper business operation. The customer is not permitted to pledge the reserve goods or use them as a security. The customer shall inform us immediately in writing of any pledges, confiscation or other disposal by third parties.
9.3. Any processing or modification of the reserved goods shall always be performed for us by the customer. If the customer connects or combines the reserved goods with other goods that are not supplied by us, we shall acquire co-ownership of the new item in the same ratio as that between the total value of the new item to the invoiced value of the reserved goods. The new item created from processing shall also be considered reserved goods for the purposes of these regulations.
9.4. Our customer shall assign to us, as security in advance, all claims with supplementary rights filed against him in conjunction with the sale of goods supplied under retention of title, as well as any claims against his insurer. In the event that these goods are exported, the customer shall also assign to us all claims filed against him, or that will be filed against him, in conjunction with export against foreign and domestic banks, in particular claims from collection orders, letters of credit or credit confirmations, as well as from sureties and guarantees. If the reserved goods are sold by the customer together with other goods that do not belong to us, either prior to or following processing, the claims are transferred to us to the extent of the value of the invoice for the reserved goods. The aforementioned assignment does not include any deferral of our payment claims against the customer.
9.5. Our customer shall be entitled to collect a claim assigned to us, even after it has been assigned. This does not affect our authority to collect the receivables ourselves. We will not exercise the claims, however, providing the customer does not enter payment default, does not file an application to start insolvency proceedings or have such a motion rejected due to lack of sufficient assets, and has not suspended payments. If any of these events have occurred, the customer shall notify us immediately in writing of the assigned claims and the parties liable, including all information and documentation necessary to collect the claims ceded, and inform the party liable in writing about the assignment.
9.6. The customer shall keep the reserved goods in an orderly state, store them separately and clearly identify them as our property.
9.7. On the customer’s request, we shall transfer back ownership of the title of the reserved goods and the claims ceded to us in so far as the value of the reserved goods exceeds the total claims that we have against this customer by more than 20%.
10.1. The customer shall notify us in writing of any defects immediately after they are discovered.
10.2. The customer shall give us the opportunity to rectify defects within a reasonable timeframe,
at our discretion either by means of remedying the defect, supplying a defect-free item or manufacturing a new product.
10.3. If the subsequent rectification ultimately fails, cannot be expected of us or our customer, or is only possible at an unreasonable cost, the customer is entitled to withdraw from the contract or reduce the payment, irrespective of any claims for compensation.
10.4. Any claims by the customer against us for reimbursement of any expenses necessary for subsequent performance, particularly transport, work and material costs, are excluded if expenses increase due to the delivery/service object being subsequently transported to a different location than the customer’s place of business, unless this relocation complies with the intended use of the object of the delivery/service.
10.5. Claims for legal recourse by the customer against us shall exist only if the customer has not entered into any agreements with his purchaser that go beyond legal claims for defects and legal rights relating to defects. See also paragraph 10.4 for the extent of legal recourse instigated by the customer against us.
10.6. Liability for defects is – subject to paragraph 11 below – excluded to the extent that and insofar as the deliveries/services provided by us are used or operated by the customer or third parties authorised by the customer improperly, in particular in a manner that deviates from our operating instructions or from the operating instructions of the third party in the case of external systems (e.g. third-party software), and this improper use or operation is not based on our failure to give a correct introduction to the use/application of the services.
10.7. Liability for goods used is – subject to paragraph 11 below – excluded.
10.8. The limitation period for material and legal defects is one year and begins at risk transfer. This does not apply if, in accordance with §§ 438 para. 1 no. 2, 479 para. 1, 634 a) para. 1 no. 2., 641 of the German Civil Code (BGB) longer periods apply, the defect has been fraudulently concealed or one of the liability cases listed in paragraph 11.1 below is present.
10.9. Our obligation to pay damages conforms to paragraph 11 below.
10.10. The above regulations are not linked to reversal of the burden of proof to the disadvantage of the client.
11.1. Claims for damages and for compensation of expenses (hereinafter referred to jointly as “damages”) against us by the customer, regardless of the legal grounds, are excluded unless they are based on the provisions of the Product Liability Act, our intentional or grossly negligent breach of contractual or legal obligations, injury to health or physical injury of the customer caused by a breach of duty for which we are responsible, our warranty for the presence of a specific quality, or our breach of material contractual obligations.
11.2. In the event of a breach of major contractual obligations, the customer's claim for damages against us shall be limited to the foreseeable damage under a typical contract unless it is based upon intent or gross negligence, or we are liable for bodily injury and damage to health, or for the existence of a specific quality on account of a warranty.
11.3. A breach of obligation by our legal representative or performing agents shall be considered the same as a breach of obligation on our part.
11.4. Paragraph 10.10 applies accordingly.
12. Data protection
We process personal data in accordance with the provisions of the European Data Protection Regulation (DSGVO) and the Federal Data Protection Act (new BDSG).
13. Place of fulfilment, court of jurisdiction and applicable law
13.1. The place of fulfilment is our registered office.
13.2. The sole court of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between us and our customers – including disputes pertaining to documents, bills and cheques – is Bremen. We remain entitled, however, to also assert claims against any customer with the court responsible at his domicile or business location.
13.3. The law of the Federal Republic of Germany shall apply and excludes the convention of the United Nations concerning contracts on the international purchase of goods.
14. Partial ineffectiveness
Should individual provisions of a contract governing deliveries and services, of which these conditions are an integral part, be or become ineffective, this shall not affect the validity of the remaining provisions of that contract.