General Terms & Conditions of Sale (T&C)
zwo3vier UG, Bergisch Gladbacher Str. 5, 51519 Odenthal
1. Scope of validity
These terms of sale set out by zwo3vier UG shall apply solely to entrepreneurs (Section 14 of the German Civil Code (BGB)), legal entities under public law or special funds under public law, as defined by Section 310 (1) of the German Civil Code (BGB); the validity of any conflicting conditions or conditions laid down by the customer which differ from our terms of sale shall be strictly subject to our written confirmation.
2. Quotations and conclusion of contract
The legally binding force of contracts shall be strictly subject to our confirmation.
3. Provision of documents and rights to software/firmware
We shall reserve title and copyright to all programs (software/firmware), documentation, diagrams, drawings, costings and other documents (hereinafter called Documents) which we have extended to the purchasers in connection with the placing of orders. Customers must obtain our express written consent before forwarding said items to third parties. The Documents must be returned to us immediately if the contract does not enter into effect. There shall be no exclusive right of use in connection with the provision of Documents.
4. Prices and terms of payment
(1) The prices on our „valid price lists“ shall apply, unless specified otherwise in the order confirmation.
(2) Our prices shall be quoted exclusive of packaging and value added tax and, where applicable, assembly costs.
(3) The customer shall only have the right of set-off if the latter’s counterclaims are undisputed, recognised by declaratory judgement or acknowledged by us.
5. Delivery time
(1) The delivery time must be agreed.
(2) If the agreed delivery deadline is not met on our part, our liability shall be limited to deliberate intent and gross negligence.
6. Transfer of risk
(1) The terms of delivery shall be „ex works and partner organisations“, unless agreed otherwise in the order confirmation.
(2) Transport insurance shall be subject to a separate agreement.
7. Liability for defects
(1) In case of a defect with the purchased item, we shall be entitled to choose whether to redress the situation by correcting the defect or by supplying a new item free of defects within a reasonable period of additional time.
(2) On expiry of this period of additional time, the customer may withdraw from the contract or ask for a reduction in accordance with the statutory regulations.
(3) We shall not accept liability if our operating or servicing instructions are not followed, if modifications are made to the items, if parts are exchanged, or if materials are used which do not meet the original specifications.
(4) This shall not affect liability for neglect of duty entailing injury to life, limb or health; this shall also apply in case of mandatory liability under the law on product liability.
(5) The limitation period for claims for defects shall be 12 months, counting from the passing of risk.
8. Reservation of title
We shall reserve title to the object of purchase until such time as all the payments under the supply contract have been received. In case of breach of contract on the part of the customer, we shall be entitled to reclaim the object of purchase. Our redemption of the object of purchase shall constitute a withdrawal from the contract.
9. Place of jurisdiction and place of performance
(1) The place of jurisdiction shall be our registered office although we shall also be entitled to take legal action against the customer at the court of the latter’s domicile.
(2) Our registered place of business shall be the place of performance, unless specified otherwise in the order confirmation.
Should individual provisions of these terms be or become fully or partially inoperative then this shall not affect the validity of the other provisions. Any inoperative provision must be replaced, in due process of interpretation, by a legally valid provision which comes closest to the purpose originally intended.