These Terms and Conditions of Sale and Delivery shall apply to all contracts concluded between the Contractor, PROMESS Montage- und Prüfsysteme GmbH (Nunsdorfer Ring 29, 12277 Berlin) and the Client, the object of which is the rental, sale and delivery of goods and services. The scope of the services owed by the contractor in detail results from the respective offer, the order confirmation and these contractual conditions.
By placing the order, the Client agrees to these terms and conditions. The Contractor shall not recognise any terms and conditions of the Client that conflict with or deviate from these Terms and Conditions, unless it has expressly agreed to their validity in writing.
A contract shall be concluded by the Contractor's written order confirmation. Only written offers of the contractor are binding. Illustrations, drawings and other documents that are part of the non-binding offers of the contractor remain the property of the contractor and are only approximate unless they have been expressly designated as binding by the contractor. Confidential documents may not be made accessible to third parties.
Delivery dates are ex works Berlin, after clarification of all technical questions and subject to free capacities at the time of order placement.
Prices are in Euro plus VAT, excluding packaging and shipping. When goods are ordered for the first time, the full purchase price must be paid before delivery. Withholding of payments or offsetting against counterclaims disputed by the supplier is not permitted. For orders below a minimum order value of € 50, the Supplier shall charge a minimum quantity surcharge of € 25.
When ordering services, such as training or service calls for commissioning, maintenance, calibration or repairs, the prices and terms of payment stated in the offer and the order confirmation shall apply.
The goods shall be shipped on the basis of Incoterms 2020. The contractor shall not be liable for any loss of or damage to the goods in transit. It is the client's responsibility to inspect the goods and report any damage in transit to the carrier. For sea freight, packaging must always be requested separately. In the case of deliveries to EU member states ("intra-Community delivery of goods"), the Principal shall immediately cooperate in a suitable manner in proving the intra-Community delivery of goods. In particular, the contractor may request a dated and signed confirmation of the intra-Community delivery of goods with at least the following content: name and address of the recipient of the goods, quantity and customary relationship of the goods as well as place and date of receipt of the goods. If the client does not comply with this duty to cooperate, he shall be liable for the resulting damage, in particular for the turnover tax incurred by the contractor.
The contractor retains ownership of all goods delivered by us until the invoice amounts have been paid in full. The customer is authorised to process the goods. In this case, the contractor as seller is the manufacturer within the meaning of § 950 of the German Civil Code (BGB), whereby the contractor acquires ownership of the intermediate and finished products, while the processor is only to be regarded as a custodian. The Client may resell the delivered goods and the items resulting from their processing in the ordinary course of business. He hereby assigns all claims to which he is entitled from the resale or on any other legal grounds to the contractor as security. He is authorised to collect the assigned claims as long as he duly fulfils his payment obligation towards the contractor. In the event of default in payment and at the request of the contractor, he shall notify the contractor immediately. Intervention costs arising from such interventions shall be borne by the principal. The contractor undertakes to release the securities to which he is entitled at his discretion to the extent that their realisable value exceeds all claims to be secured by more than 20%. The assertion of the retention of title shall not be deemed a withdrawal from the contract.
Provided that the Client has not initiated changes on his own authority, the Contractor shall be liable for defects to the exclusion of further claims as follows: Defective parts shall be repaired or replaced at the Contractor's factory at the Contractor's discretion. Unless otherwise agreed, the warranty period shall be 12 months after commissioning, at the longest 18 months after delivery in single-shift operation. Damage due to external influences (fire, water), normal wear and tear, improper handling and lack of maintenance are excluded from the warranty. Upon request, defects can be repaired at the installation site. In this case, the working hours and the costs for defective parts on site shall not be charged; travel costs, travel times and ancillary costs shall be borne by the client.
Claims or complaints concerning deliveries or after services have been rendered must be made in writing to the contractor within 14 days.
The exclusive place of jurisdiction for deliveries and payments as well as all disputes arising between the Contractor and the Client from the contracts concluded between the parties shall be the Contractor's registered office, insofar as the Client is a merchant, a legal entity under public law or a special fund under public law.
Status: January 2021