Terms and conditions
Am Pütt 5c
Tel +49 (0) 511 374670-0
Fax +49 (0) 511 374670-55
Managing Director: Rainer Krause,
Seat of the company: Ronnenberg-Empelde
HRB 102255 • USt.-Id. DE 115511968
General terms and conditions
State: April 2016
I. General, scope of application
1. The following General Terms and Conditions apply to all legal relationships between Seis Akustik and the customer.
These terms and conditions apply exclusively; Seis Akustik does not recognize conflicting or deviating conditions of the customer, unless Seis Akustik has expressly agreed to their validity in writing.
These terms and conditions also apply if Seis Akustik carries out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from the terms and conditions of Seis Akustik.
2. Decisive for the scope of services are the mutually agreed written declarations.
1. The offers of Seis Akustik are subject to change. Contracts are only concluded after a written confirmation by Seis Akustik.
The content of the order confirmation from Seis Akustik is decisive for the contractual relationship.
2. Technical changes, deviations and errors in connection with brochures, catalogs, illustrations and price lists are reserved.
3. Seis Akustik reserves the unrestricted property and copyright exploitation rights to illustrations, descriptions and all other documents. The documents may only be made available to third parties with prior written permission. This also applies beyond the end of the contract.
1. Seis Akustik reserves the right to change the prices accordingly if, after the conclusion of the contract, cost reductions or cost increases occur, especially changes in the price of materials. Seis Akustik will provide the customer with proof of these changes upon request.
Unless otherwise stated in the order confirmation, the prices of Seis Akustik " ex warehouse Gehrden" apply, excluding packaging, freight, postage and insurance costs; these are invoiced separately.
2. If no fixed prices have been agreed upon, the calculation is based on the prices valid on the day of delivery. The prices quoted are non-binding net prices and do not include freight, postage and insurance costs ex warehouse Gehrden and do not include the applicable statutory value-added tax.
2. If Seis Akustik undertakes the delivery, installation and commissioning, and unless otherwise agreed, the customer is responsible for all necessary ancillary costs such as travel and transport costs in addition to the agreed remuneration.
IV. Terms of payment
1. Subject to the following provisions, invoices from Seis Akustik are due for payment without deduction within 10 working days after the invoice date. The deduction of a discount is only permitted after a separate written agreement.
2. Unless otherwise agreed upon, for orders with a total value of more than EUR 10,000.00 net as well as for remuneration for services to be rendered by Seis Akustik, e.g. assembly and installation, advance payments of 40% of the order amount are due upon order placement and of the remaining 60% upon acceptance.
3. If the payment deadline is exceeded, Seis Akustik is entitled to charge interest on arrears at a rate of 8% p.a. above the prime rate in accordance with § 247 Para.1 BGB, unless the customer can prove that Seis Akustik has not incurred any damage or only a significantly lower damage. Seis Akustik reserves the right to claim higher damages.
4. The customer can only offset such claims that are undisputed, legally established or recognized by Seis Akustik.
The customer is only entitled to a right of retention if it is based on the same contractual relationship.
1. If no specific delivery periods have been agreed, deliveries will be made as soon as possible, i.e. according to the operational conditions. Partial deliveries and corresponding partial invoices are possible.
2. The observance of deadlines for deliveries presupposes the timely receipt of all documents to be supplied by the customer, in particular of plans and releases, as well as the observance of the agreed terms of payment and other obligations by the customer. If these prerequisites are not met in time, the deadlines shall be extended accordingly.
This does not apply if Seis Akustik is responsible for the delay. We reserve the right to raise the objection of non-performance of the contract.
3. If the customer is in arrears with the payment of an earlier claim, Seis Akustik is entitled to withhold deliveries, without the obligation to compensate for any damages that may arise.
4. In the event of force majeure or other unforeseeable events, Seis Akustik is entitled to postpone the delivery deadline for the duration of the hindrance, but for a maximum of 8 weeks. If the delivery and/or acceptance is exceeded by more than 8 weeks as a result of the disruption, both parties are entitled to withdraw from the contract to the exclusion of claims for damages.
Force majeure shall be deemed to be such circumstances and events which could not be prevented with the diligence of proper business management. Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, flooding, unforeseeable labor, energy, raw material or auxiliary material quantities, labor disputes, strikes, lockouts, official decrees, or other hindrances beyond Seis Akustik's control that reduce, delay, prevent, or make unreasonable the production, shipping, acceptance, or consumption, shall exempt Seis Akustik for the duration and extent of the disruption from the obligation to deliver or accept up to a period of 8 weeks. In this case, the customer shall not be entitled to claim damages for delay.
5. Seis Akustik is liable according to the legal regulations, as far as the underlying sales contract is a firm deal in the sense of § 286 paragraph 2 No. 4 BGB or § 376 HGB. Seis Akustik is also liable according to the legal regulations, if as a result of a delay in delivery for which Seis Akustik is responsible, the customer is entitled to claim that his interest in the further fulfillment of the contract has ceased. Seis Akustik is also liable according to the legal regulations, if the delay in delivery is due to an intentional or grossly negligent breach of contract for which Seis Akustik is responsible; a fault of the representatives or vicarious agents of Seis Akustik is attributable to Seis Akustik. If the delay in delivery is due to a grossly negligent breach of contract for which Seis Akustik is responsible, the liability of Seis Akustik for damages is limited to the foreseeable, typically occurring damage.
6.Seis Akustik is also liable according to the legal regulations, if the delay in delivery for which Seis Akustik is responsible is based on the culpable violation of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
7. In the event of a delay in delivery, the customer may, if he can credibly demonstrate that he has suffered damage as a result, demand lump-sum compensation amounting to 0.5% of the net order value for each completed week of the delay, but not exceeding a total of 5% of the net order value for that part of the deliveries which could not be put into operation due to the delay.
8. If the customer is in default of acceptance or culpably violates other obligations to cooperate, Seis Akustik is entitled, after the expiration of a reasonable grace period, to demand compensation from Seis Akustik for any damages incurred, including any additional expenses, or to withdraw from the contract. Further claims or rights are reserved.
If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
9. If dispatch or delivery is delayed at the customer's request by more than one month after notification of readiness for delivery or dispatch, the customer may be charged storage fees in the amount of 0.5% of the net order value of the items of the supplies for each additional month or part thereof, but not more than a total of 5% of the net order value.
VI. Packaging, shipping, disposal
1. Unless otherwise stated in the order confirmation, delivery is agreed ex warehouse Hamburg.
2. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obligated to dispose of the packaging at his own expense.
3. If the customer so desires, Seis Akustik will take out transport insurance for the delivery; the customer bears the costs incurred to this end.
4. On receipt of the goods, the customer becomes the waste disposal contractor within the meaning of the Electrical and Electronic Equipment Act of 16.03.2005. The customer shall assume the obligations arising in this respect in accordance with collection, return, treatment and recycling obligations under Section 3, §§ 9 to 12 of the Electrical and Electronic Equipment Act at his own expense.
VII. Transfer of risk
1. The risk is transferred to the customer when the goods are dispatched or collected, i.e. as soon as the goods leave the warehouse of Seis Akustik.
2. upon delivery, installation, assembly or commissioning of the goods as agreed, the risk shall pass to the customer upon acceptance of the goods into the customer's own business, for example, upon countersignature of the delivery bill.
VIII. reservation of title
1. Seis Akustik retains ownership of the goods until all payments arising from the business relationship with the customer have been received.
2. In the event of conduct by the customer in breach of contract, in particular default of payment, Seis Akustik is entitled to take back the goods. Taking back the goods does not constitute a withdrawal from the contract, unless Seis Akustik declares this in writing. The possible seizure of the goods by Seis Akustik always constitutes a withdrawal from the contract. After taking back the goods, Seis Akustik is authorized to utilize them.
The proceeds of the sale shall be credited against the customer's liabilities, less reasonable costs of sale.
3. The customer is obliged to treat the goods with care, to maintain them in good condition and to inform Seis Akustik immediately of any damage or loss. The customer is obligated to insure the goods sufficiently at replacement value.
4. In the event of seizure or other interventions by third parties, the customer must immediately inform Seis Akustik in writing and support Seis Akustik in every way in the intervention. Any costs or losses incurred are to be borne by the customer.
5. the customer is entitled to resell the goods in the ordinary course of business, provided that the purchase price claim underlying this disposal is not subject to a prohibition of assignment. The customer is not authorized to make any other dispositions, in particular transfer of ownership by way of security and pledging.
6. The customer hereby assigns to Seis Akustik all claims in the amount of the total invoice amount, including VAT, that accrue to him from the resale against his customers or third parties, regardless of whether the goods were resold without or after processing. Seis Akustik remains authorized to collect this claim even after the assignment. The authority of Seis Akustik to collect the claim itself remains unaffected. Seis Akustik, however, undertakes not to collect the claim
as long as the customer meets his payment obligations from the collected proceeds, does not fall into arrears and, in particular, no application for the opening of insolvency or composition proceedings has been made or payments have been suspended. However, if this is the case, Seis Akustik can demand that the customer informs Seis Akustik of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and immediately notifies the debtors of the assignment in writing.
7. In the event of the aforementioned circumstances, the customer must grant Seis Akustik access to the premises where the goods subject to retention of title are located, send Seis Akustik a precise list of the goods, separate the goods and return them to Seis Akustik.
8.In the case of processing, alteration or mixing of the goods with other items not belonging to Seis Akustik, Seis Akustik acquires co-ownership of the new item in the ratio of the value of the goods to the other processed, altered or mixed items at the time of processing, alteration or mixing. For the rest, the same applies to the object created by processing, transformation or mixing as to the goods delivered under reservation of title.
9. Seis Akustik undertakes to release the securities at the customer's request to the extent that the realizable value of the securities exceeds the claim to be secured by more than 20%. The selection of the securities to be released is the responsibility of Seis Akustik.
1. The warranty period for new products is 1 year from delivery. For used products no warranty is given. The period of limitation in case of a delivery recourse according to §§ 478, 479 BGB remains unaffected by the regulations of the two preceding sentences. Claims for damages due to injury to life, body or health caused by defects or under the Product Liability Act are also not limited by these regulations.
These regulations also do not limit other warranty claims for damages in the case of gross negligence, intent or breach of essential contractual obligations by Seis Akustik. An essential contractual obligation in this sense means any obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer can regularly rely.
2. The customer must immediately report material defects to Seis Akustik in writing.
3. At the discretion of Seis Akustik, those parts or services that exhibit a material defect within the limitation period, regardless of the operating time, are to be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
4. In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defect is asserted, the justification of which is beyond doubt. If the notice of defect is unjustified, Seis Akustik is entitled to do so, to have the expenses incurred reimbursed by the customer.
5. seis Akustik must always be given the opportunity to provide supplementary performance within a reasonable period of time.
6. if the supplementary performance fails, the customer can withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages described below.
7. Warranty claims shall not exist in the case of only insignificant deviation from the quality owed, only insignificant impairment of usability, natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or that occurs due to special external influences that are not provided for under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for material defects shall exist for these and the consequences thereof. Claims based on material defects shall also not apply if serial numbers have been removed, made illegible or changed from delivered goods.
8. If Seis Akustik demands the return of the rejected goods, the buyer must return the goods to Seis Akustik at the expense of Seis Akustik in the original packaging, but at least properly packed and accompanied by the purchase receipt or invoice as well as a description of the error or material defect.
9. Before the goods are handed over to Seis Akustik, the customer must, at his own risk, remove all programs, data, data carriers, as well as any additional equipment, modifications or attachments not supplied by Seis Akustik, or back up all programs and data.Seis Akustik assumes no
liability for program or data losses or for any consequential damage resulting from such losses.
10. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the object of the delivery has subsequently been taken to a place other than the place of delivery agreed upon when the contract was concluded, unless the transfer corresponds to the intended use.
11. In the case of unjustified complaints, the customer bears the costs incurred by Seis Akustik, especially those of an on-site inspection by Seis Akustik, which Seis Akustik is authorized to carry out.
12. In all other respects, point X shall apply to claims for damages. Any further claims of the customer against Seis Akustik or its vicarious agents for material defects or claims other than those regulated in this point IX. are excluded.
X. General liability
Claims for damages and reimbursement of expenses by the customer not expressly granted in these General Terms and Conditions of Business do not exist. Any liability beyond the liability regulated here is excluded, unless there is intent or gross negligence or mandatory legal liability regulations exist. Seis Akustik is only liable for slight negligence if the life, body or health of the customer has been injured.
1. Unless otherwise stated in the order confirmation, Ronnenberg; is the place of performance.
2. Place of jurisdiction is Hannover. However, Seis Akustik is entitled to sue the customer at his place of business.
3. All agreements and subsidiary agreements must be in writing to be effective.
4. Legal relations in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
XII. Special conditions: Renting
In addition to the General Terms and Conditions, these special conditions apply in connection with the rental of equipment, technical components, equipment, systems by Seis Akustik.
1. The renter shall treat the hire item with care and attention, in particular he shall observe any instructions for use and operation, maintenance and care recommendations and protect the hire item from overstressing. He shall return the rental object in a contractually agreed and functional as well as operational condition and shall bear any cleaning costs incurred upon return.
2. It is forbidden to make changes of any kind to the rental object. In the event of such changes, the lessee shall bear all costs incurred in connection with the restoration of the original condition.
3. The renter must immediately inform Seis Akustik in writing of any damage and any malfunction of the rental object and of any failure. During the rental period the renter may only have necessary repairs carried out professionally with the written permission of Seis Akustik. The renter is liable for all damages, as long as they are not caused by normal wear and tear or technical failure during normal use.
4. The renter is obliged to insure the rental object properly and sufficiently at his own expense.
5. Should the rented equipment be stolen or otherwise lost, the renter is obligated to inform Seis Akustik immediately in writing. The renter is liable for the replacement value of the rented equipment in case of loss.
6. The lessee may not hand over the rental object to third parties. The lessee shall be directly liable for all damages resulting from the transfer to unauthorized third parties.
7. The rental object must be returned to Seis Akustik at the end of the contractually agreed rental period and within the usual business hours.
8. If the renter does not return the rental object within the time limit, Seis Akustik can choose to claim either the agreed rental price for each day of the rental period exceeded or the daily price according to the applicable price list as loss of rental income. The customer is entitled to prove that Seis Akustik has suffered a lower loss of rental income.
XIII. Special conditions: Repair
In addition to the General Terms and Conditions, these special conditions apply in connection with the repair of devices, technical components, installations, systems by Seis Akustik.
1. Seis Akustik assumes no liability for program or data loss in connection with repair, inspection or maintenance, nor for any consequential damage resulting from such repairs. The customer is obliged to back up all programs and data before handing over the device to Seis Akustik for repair.
2. Seis Akustik is entitled to charge a flat rate of € 30.00 (net) plus the applicable statutory value-added tax for the time and effort involved in preparing cost estimates.
3. In the case of agreed upon disposal of a device, components or accessories, Seis Akustik reserves the right to invoice the customer for the actual disposal costs incurred plus a handling fee of € 30.00 (net) plus the applicable statutory value added tax. The actual disposal costs must be documented for the customer upon request.