Conditions

§ 1 General - Scope

1. The General Terms and Conditions of KARANFIL Engineering GmbH & Co. KG are part of the contract and apply exclusively. Different or deviating conditions of the customer are not recognized. Deviating conditions are also not recognized if we carry out an order without reservation or if the customer refers to his own conditions.

2. These general terms and conditions apply to all our services and deliveries and to all obligations resulting from a contractual relationship with the customer. These conditions also apply to all future business relationships.

3. Agreements that deviate from or supplement these general terms and conditions must be agreed in writing in contractual form and signed between the parties and then take precedence over these general terms and conditions.

4. Our data protection notices can be found under https://www.karanfil.de/en/datenschutz/

§ 2 Offers - Beginning with the execution of the order

1. We are bound by our offers for a period of two weeks after the date of the offer, with the exception of offers with an individual specification of the deadlines or if our offer is marked as “subject to change” or “non-binding”.

2. Verbal orders are also binding if they are confirmed in writing by the customer. Otherwise they are not binding for us.

3. If the customer places an order with us, he is bound to his order for two weeks. Orders require our confirmation in text form to be legally valid.

4. An order is deemed to have been placed if the customer does not object and the execution of the order is started with the knowledge of the customer before an agreement has been reached on all points of an order.

5. We reserve ownership, copyright and other rights to our offers, calculations, plans and other documents. All offers, calculations, plans and other documents submitted are subject to confidentiality/non-disclosure and may only be made accessible to third parties with our prior written consent.

§ 3 Conclusion of contract

1. A contract with us is deemed to have been concluded when our offer is accepted by the customer without reservation or we begin to carry out the delivery or service or the customer receives our written order confirmation. If we issue a written order confirmation, this is decisive for the content and scope of the contract.

2. Purchases and orders that we place are only valid with our written order. The e-mail form does not count as an order.

§ 4 Order Execution

1. Unless otherwise agreed, the delivery or service item only has to have the contractually expressly stipulated properties or the technical data etc.

2. We reserve the right to make technical and design deviations from the descriptions and information in our brochures, catalogs or similar sales documents and to exchange (partial) products for technically equivalent or better products without the customer being able to derive any rights against us from this. Such descriptions and information as well as advertising statements (including those of the manufacturer) do not include any guarantee declarations. Unless otherwise stipulated by statutory provisions, we only owe advice to the extent that this was assumed by us as the main contractual obligation.

3. In the case of the delivery of software, further and new developments of software are not included in the scope of delivery, unless this is contractually agreed.

4. The customer must make all relevant facts and data available in full for the performance of our delivery and/or service. These data and facts are not guaranteed to be complete by us
and correctness are checked.

5. If one of our employees is to carry out work at the customer's, a workplace and all necessary work equipment must be made available.

6. If our services continue to be provided, an employee can be replaced by another suitable employee of KARANFIL Engineering GmbH & Co. KG or a third party.

7. We are entitled to involve third parties for the provision of services and to subcontract the order in whole or in part, provided that the customer's interests worthy of protection are not adversely affected.

§ 5 Customer's duties to cooperate in development, manufacturing and consulting services

1. Before placing the order, the customer is obliged to inform us in text form of all laws, standards and other regulations on the basis of which our service is to be carried out and to provide us with all data, documents and other information in text form free of charge before placing the order, which we should be taken into account when providing our service.

2. All agreed cooperation and provision services are provided by the customer in the required quality and on the agreed dates or those required for project implementation at no additional cost to us. The customer provides his own staff to a sufficient extent as well as competent contact persons for the entire duration of the project.

3. The customer bears the costs for the additional expenses that arise from the fact that we have to repeat our services as a result of late, incomplete or incorrect information or other non-contractual acts of cooperation on the part of the customer or these are delayed. Even if a fixed or maximum price has been agreed, we are entitled to charge the customer for such additional expenses.

4. The contracting parties undertake to show mutual consideration, to provide comprehensive and immediate information and to warn of the risk of disruptive influences, also from third parties.

5. If the customer's information or documents prove to be incorrect, incomplete, ambiguous or not executable, he will immediately make the necessary corrections and/or additions. Defects or malfunctions of components provided by us that are reported by us will be remedied immediately by the customer.

§ 6 Scope of Services – Provision of Services

1. Content, type and scope of our contractually owed service are described in our offer, which we create on the basis of a functional and service description of the order or product submitted by the customer.

2. Special requirements resulting from national regulations or customs of the country of destination require a contractual agreement. The standards of the Federal Republic of Germany apply to the manufacture and testing of the purchased item and to the certification of the test results. Samples, drawings, descriptions, information in catalogs and brochures, etc. are only binding if this has been expressly agreed in writing.

3. If, with the consent of the customer, we adopt the work results of third parties as the basis or part of our service, we can use these unchecked results as a basis for our further provision of services, unless the customer expressly instructs us in text form to check the work results taken over .

4. We will provide our service on the basis of the generally recognized rules of technology applicable at the time the service is provided. According to the state of the art, it is generally not possible to determine all deviations or errors in the subject matter of the contract under all conditions of use.

5. Change requests or additional service requirements by the customer lead to a change in the scope of our service, so we will offer these, stating the expected additional costs, and invoice them separately after the customer has commissioned them.

6. We are entitled to place orders in whole or in part with third parties. Our obligations to the customer remain unaffected by this.

7. Tools and means of production that are paid for by the customer are intended for the exclusive use of this customer and remain our property even after the product has been discontinued.

8. The customer may not assign rights from transactions made with us to third parties without our prior consent.

§ 7 Rights of Use

1. When delivering results developed as part of a customer order (e.g. concepts, design drawings, software or similar), we grant the customer a simple right of use to the results. The structure of the right of use results from the specific agreement made in each case.

2. Developed ideas, concepts, acquired know-how, etc. may also be used by us for further developments and services.

§ 8 Deadlines and Dates

1. Only deadlines fixed in writing can be regarded as binding deadlines if we have received all the information and documents to be obtained from the customer. However, binding dates must also be marked as such. We assume no liability for follow-up appointments of the customer that are dependent on our service or delivery. All other dates are for guidance only. If no binding dates and deadlines are agreed, we can only be in default after a reasonable period of grace. Change requests that are made later or later by the customer extend the delivery times.

2. If a delivery is delayed due to unforeseeable circumstances for which we are not responsible (e.g. force majeure, labor disputes, operational disruptions, transport obstacles, shortage of raw materials, official measures - also at our sub-suppliers - as well as untimely delivery to ourselves), we can partially or completely withdraw from the contract or postpone the delivery for the duration of the hindrance. As soon as we become aware of a delivery problem, we will inform the customer immediately. Claims for damages by the customer are excluded.

3. If the customer does not meet his cooperation, cooperation or provision obligations in whole or in part, the performance dates affected by this lose their liability, in particular we are not in default. After an unsuccessful reminder, we are entitled to demand the damage incurred including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item also passes to the customer at the point in time at which the customer is in default of acceptance. If the customer does not fulfill his cooperation, cooperation or provision obligations within a reasonable period of grace following the further reminder, we are also entitled to terminate the contract without notice. In this case, we are entitled to compensation and compensation claims at least in the amount resulting from § 645 BGB; further claims on our part remain unaffected. We have the same right if, as a result of the delay that has occurred, we can no longer carry out the project within a reasonable period of time or only at significantly higher costs, for example due to other obligations.

4. A delivery is fulfilled when the goods are ready for dispatch or when they leave the factory.

5. One month after notification of readiness for dispatch, we charge storage costs amounting to 0.5% of the order value for each month or part thereof, but no more than 5% of the entire order. Further claims remain unaffected.

§ 9 Prices and Payments

1. The prices quoted by us in EURO (€) are decisive, plus the applicable statutory value-added tax. Furthermore, all expenses such as packaging and transport, as well as customs and other fees for international deliveries, are borne by the customer.

2. If remuneration based on hourly rates has been agreed, the prices at the time the service is rendered shall apply.

3. Invoices are to be transferred cashless to one of our accounts within 15 working days of the invoice date without deduction of discount and free of charges. We do not accept checks or bills of exchange. We reserve the right to request reasonable down payments and advance payments.

4. If there are several claims, we determine which ones we will offset the payment against. Claims may not be offset against counterclaims unless these have been legally established or are undisputed. The same applies to the assertion of rights of retention.

5. If we are in default for reasons for which we are responsible, or if our obligation to perform is excluded for reasons for which we are responsible due to impossibility in accordance with § 275 Paragraph 1 BGB, or we can perform the service in accordance with § 275 Paragraphs 2 and 3 BGB refuse, we shall only be liable in accordance with the statutory provisions, subject to the limitations of liability in these conditions, which remain unaffected.

6. If, after conclusion of the contract, we become aware of circumstances according to which our claims against the customer appear to be at risk due to the customer's inability to pay, we are entitled to only carry out outstanding deliveries against advance payment or security and to withdraw from the contract after the fruitless expiry of a period set for this purpose .

7. In the event of a delay in payment, the customer owes interest on arrears at the statutory rate, unless we can prove that the customer suffered greater damage.

§ 10 Claims for defects

1. If we provide a defective delivery or service, we must be given the opportunity to remedy the defect within a reasonable period of time.

2. In the case of standard products from third-party manufacturers, the customer's claims for defects are only directed against the respective third-party manufacturer; this also applies to the infringement of property rights of third parties by the third-party manufacturer.

3. The customer is obliged to examine the delivery item for obvious defects. Obvious defects, such as missing components or documentation, as well as visible damage, must be reported to us in writing within two weeks of delivery. Defects that only become apparent later before the expiry of the limitation period for claims for defects must be reported to us in writing within one week of being identified by the customer. If the customer breaches the duty to inspect and give notice of defects, the delivery item is deemed to have been approved with regard to the defect in question.

4. If the defect is only an insignificant deviation from an agreed quality, we may rectify the defect or grant a price reduction.

§ 11 Warranty

1. We provide a warranty in accordance with the statutory provisions, unless otherwise regulated below.

2. The customer must immediately examine the goods and services provided by us for contractual identity, freedom from defects and completeness and, if deviations or defects are found, notify us immediately (see also § 10). If the customer fails to notify us, our goods or services are deemed to have been approved, unless there is a defect that was not apparent during the inspection. If such a defect appears later, the customer must report this to us immediately after discovery; otherwise our goods or service shall also be deemed to have been approved with regard to this defect. If our goods or services are deemed to have been approved, the customer is also excluded from recourse claims according to §§ 437 et seq., 478 BGB.

3. We can refuse the type of subsequent performance chosen by the customer without prejudice to § 275, Paragraphs 2 and 3 of the BGB if it is only possible with disproportionate costs. In this case, the customer's claim for supplementary performance is limited to the other type of supplementary performance; our right to refuse this too, if it is only possible with disproportionate costs, remains unaffected.

4. Insignificant defects do not entitle the customer to withdraw from the contract.

5. If we determine that a defect claimed by the customer in the item delivered by us is due to the defectiveness of an item delivered by one of our suppliers, we will inform the customer of this in text form and transfer our warranty and recourse claims against the supplier to the customer away. In this case, the customer can only assert warranty and recourse claims against us if he has previously unsuccessfully asserted warranty or recourse claims against our supplier.

6. If we determine that a defect claimed by the customer does not actually exist or that the delivery item has been modified in a manner not approved by us and the damage has occurred as a result or the damage is due to improper handling or wear and tear, the customer is obliged to notify us of the To reimburse the costs of attempting to remedy the defect, in particular costs for working time and material as well as travel expenses. We charge € 90.00 per man-hour plus sales tax at the applicable statutory rate. We reserve the right to assert higher costs. The customer has the right to prove that we have suffered no or less damage.

§ 12 Statute of limitations

1. Customer claims for defects become statute-barred one year after the start of the statutory limitation period.

2. The assertion of warranty rights presupposes that the customer has immediately, properly and in writing complied with his obligations to examine and give notice of defects in accordance with § 377 HGB.

§ 13 Withdrawal, Termination

1. A right of withdrawal for the customer is not granted.

2. Paragraph 1 does not apply if special agreements result in a no-fault right of withdrawal for the customer or in the event of a defect in the product. In this case, the statutory regulations apply unless otherwise agreed.

3. If the customer terminates the contract, we are generally entitled to the agreed remuneration or compensation.

§ 14 Third Party Rights

1. We are not liable for claims arising from the infringement of industrial property rights or copyrights (hereinafter: property rights) if the customer or a company in which the customer holds a majority of the capital or voting rights is the owner of the property right.

2. If a third party asserts against the customer that one of our services infringes his property rights, the customer shall inform us immediately, comprehensively and in text form and give us the opportunity to ward off the claims asserted.

3. We are entitled, at our discretion, to obtain a right of use for our service that violates a property right, or to modify the service in such a way that it no longer violates the property right, or to replace it with a similar service that no longer violates the property right.

4. If the customer provides us with drawings, models or samples for the manufacture of products, he guarantees to us that these are free of third-party property rights. If third parties assert property rights against us, the customer shall indemnify us at first request. In this case, we are further entitled to stop the manufacture and delivery of the affected products without checking the legal situation.

§ 15 Liability

1. Our liability is excluded for whatever legal reason. This limitation of liability does not apply to our intentional or grossly negligent actions. Likewise, this limitation of liability does not apply to injury to life, limb or health which is based on a culpable breach of duty by one of our legal representatives or one of our vicarious agents due to a breach of duty by us.

2. The limitation of liability also applies to our employees and employees as well as their vicarious agents and subcontractors.

§ 16 Retention of title

1. We reserve title to all goods delivered from the business relationship with the customer until all payments have been received. We also reserve ownership of the goods delivered by us until all claims against the customer arising from the business relationship have been settled.

2. We are entitled to withdraw from the contract and take back the goods if the customer behaves in breach of contract, particularly in the event of default in payment.

3. The customer is obliged to treat the goods delivered by us with care; in particular, he is obliged to insure them adequately at his own expense against fire, water and theft damage at replacement value.

4. If the customer is authorized in individual cases to resell the goods purchased from us in the ordinary course of business, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the final invoice amount of our outstanding claims including sales tax . The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims itself remains unaffected. However, we undertake not to collect the claims as long as the customer meets his payment obligations to us from the proceeds received, in particular is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

5. The processing or transformation of the object of purchase by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the purchased item to the other processed items at the time of processing.

6. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item to the other mixed items. The customer keeps the co-ownership for us.

7. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 50%. We are responsible for selecting the securities to be released.

§ 17 Aids for the execution of the order

1. Tools that we need for commissioned services are not part of the services and remain our property.

2. After acceptance of the commissioned service by the customer, we will store it for a period of six months without acknowledging any legal obligation. After this period has expired, we are entitled to scrap the tools. The customer can also buy the tools against payment.

§ 18 Confidentiality

1. Only data, plans and other documents and information that have been expressly designated in writing by the customer as requiring confidentiality are subject to a confidentiality obligation that may have been agreed between the parties. If information is disclosed verbally by the customer, the information must be classified in writing as confidential within ten (10) days of disclosure. In case of doubt, the confidentiality obligation begins upon receipt of the document; the confidentiality obligation exists for a period of three (3) years.

§ 19 Novelty Protection

1. The exchange of information of any kind between the parties under no circumstances constitutes a novelty damage according to § 3 PatG, Art. 54 of the European Patent Convention and corresponding provisions of the patent laws of other countries.

§ 20 Mediation

1. If the customer concludes an employment contract directly or indirectly with an employee employed during the provision of the service in the first month of the provision of the service or in an immediate temporal connection after the end of the provision of the service, we are entitled to charge 25% of the annual income of the employee plus statutory sales tax as a fee to calculate. This fee is then reduced by 1/12 for each completed month of cooperation. The respective fee is due in one sum upon conclusion of the employment contract between the employee and the customer. The customer has an obligation to provide information, which enables us to determine the annual income.

§ 21 Place of Performance, Place of Jurisdiction, Applicable Law

1. Place of performance is Sindelfingen.

2. The exclusive place of jurisdiction for all current and future claims arising from the business relationship with merchants is Stuttgart. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or usual place of residence abroad after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed. However, we are entitled to sue the customer at his place of business or at any other permissible place of jurisdiction.

3. German law applies exclusively to all legal relationships. The United Nations Convention on Contracts for the International Sale of Goods 1980 and other conflict of law rules do not apply.

4. We do not participate in dispute settlement procedures before a consumer arbitration board and are not obliged to do so.

§ 22 Final provision, severability clause

1. Verbal ancillary agreements have not been made.

2. Should individual provisions of this contract, including this provision, be wholly or partially invalid, or should the contract contain a gap, the validity of the remaining provisions or parts of such provisions shall remain unaffected. In place of the ineffective or missing provisions, the legally permissible regulations come into force that come closest to what is economically intended.