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General terms and conditions of business
1. applicability of the general terms and conditions
1.1 All offers, deliveries and services of SCREENSOURCE GmbH, Köthener Str. 8, 06779 Raguhn-Jessnitz (hereinafter referred to as "SCREENSOURCE") are subject to these General Terms and Conditions of Sale and Delivery. They are an integral part of all contracts SCREENSOURCE concludes with contractual partners regarding products, deliveries and/or other services offered by SCREENSOURCE.
1.2 These General Terms and Conditions of Sale and Delivery shall also apply to all future transactions within the scope of current business relations, even if they are not expressly referred to or if they are not agreed upon again separately.
1.3 The General Terms and Conditions of Sale and Delivery shall be deemed to be accepted at the latest upon receipt of the delivery items or services. We expressly object to the validity of the general terms and conditions of business or purchasing conditions of the customer/contractual partner.
1.4 Deviations, additions and amendments to these General Terms and Conditions of Sale and Delivery - including this written form clause - must be in writing to be effective. The written form shall be deemed to have been observed if it is transmitted by telecommunication, in particular by fax or e-mail, provided that a copy of the signed declaration is transmitted.
1.5 These General Terms and Conditions of Sale and Delivery shall only apply to companies (§ 14 para. 1 BGB), legal entities under public law and special funds under public law within the meaning of § 310 para. 1 BGB.
2. conclusion of contract
2.1 All information in sales brochures, advertisements, price lists, pictures, drawings, etc. are subject to change and non-binding, unless they are expressly designated as binding. They only represent an invitation to submit an offer.
2.2 An order placed by the customer/contractual partner is binding and contains an offer to conclude a sales contract. The contract is only concluded when SCREENSOURCE sends a written order confirmation, at the latest when the ordered goods are delivered.
2.3 Verbal commitments made by the seller prior to the conclusion of this contract are not legally binding and oral agreements between the parties to the contract are replaced by the written contract, unless it is expressly stated that they continue to be binding.
2.4 Order confirmations and all orders must be made in writing to be valid (see clause 1.4). This also applies to additions, amendments or subsidiary agreements. The prices at the time of the conclusion of the order shall apply to the delivery.
2.5 Any information and specifications provided by SCREENSOURCE, including those in brochures, records and other documents, are only descriptions of performance. They are therefore not guarantees or warranties of characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that are due to legal regulations or represent a technical improvement,
as well as the replacement of components by equivalent parts are permissible, provided that they do not impair the usability for the contractually intended purpose or the usability for the contractually intended purpose requires exact conformity.
3.1 Unless otherwise specified, the prices in the respective valid general offer documents and price lists shall apply (plus the respective valid statutory value added tax).
3.2 Unless otherwise agreed, additional or special services will be charged separately. The prices are in EURO ex warehouse (including usual packaging) and do not include transport costs and customs duties in the case of export deliveries as well as fees and other public charges.
4. delivery and performance time
4.1 Deliveries shall be made ex warehouse and - unless otherwise agreed - exclusively against advance payment.
4.2 The deadlines and dates for deliveries promised by SCREENSOURCE are always approximate, unless a fixed deadline or date is expressly promised or agreed upon in writing. If, in exceptional cases, a shipment by SCREENSOURCE has been agreed upon, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
4.3 The beginning of the delivery period also requires the clarification of all questions essential for the execution of the contract and the compliance with all obligations of the customer/contractual partner.
4.4 SCREENSOURCE is not liable for impossibility of delivery or for delays in delivery, as far as these are caused by force majeure or other events that could not be foreseen at the time of conclusion of the contract (e.g. (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, legal lockouts, lack of labour, energy or raw materials, difficulties in the procurement of necessary official permits, official measures or the missing, incorrect or untimely delivery by suppliers), as far as SCREENSOURCE is not responsible for them. An agreed delivery time shall be extended by the duration of the hindrance plus a reasonable start-up time.
If the hindrance lasts longer than one month, the customer/contractual partner has the right to set a grace period with the indication that he refuses the acceptance of the object of purchase after expiry of the period. This grace period must be at least two weeks. If an agreement on a new delivery date is not reached, the customer/contractual partner can withdraw from the contract by written declaration after expiry of the grace period.
Partial deliveries and separate partial invoices are permissible, unless these are contrary to a recognizable interest of the customer.
MMT reserves the right to withdraw from the contract to the exclusion of claims for damages in the event of one of the events mentioned in Clause 4.4. which make delivery impossible in whole or in part.
The risk of deterioration and accidental loss shall pass to the client/contractual partner at the latest when the goods have been handed over to the transport company commissioned by the client/ MMT or have left the warehouse of MMT for the purpose of dispatch. This shall also apply if MMT has exceptionally assumed the transport costs.
If dispatch or handover is delayed as a result of a circumstance, the cause of which lies with the customer/contractual partner, the risk shall pass to the customer/contractual partner from the day on which the delivery item is ready for dispatch as agreed and MMT has notified the customer/contractual partner of this.
The customer/contractual partner must make complaints about transport damage directly to the transport company. The delivered goods must be checked immediately upon delivery for obvious damage.
At the express request of the customer/contractual partner and subject to a corresponding written agreement, MMT shall insure the delivery by means of transport insurance. The customer/contractual partner shall bear the costs of this.
MMT shall be entitled to exercise a right of retention on the delivery item if the customer/contractual partner is in default of payment.
Storage costs after the transfer of risk shall be borne by the customer/contractual partner. In the case of storage for longer than 14 days (2 weeks) by MMT, the storage costs shall be EUR 15.00 per packaging unit per day. MMT reserves the right to assert higher costs on proof. The customer/contractual partner is free to prove lower storage costs.
4.14. If the customer/contractual partner obstructs the execution of a sales contract by unjustifiably failing to accept the ordered goods, the contractual products may be stored at the expense and risk of the customer/contractual partner. Alternatively, SCREENSOURCE is entitled to a contractual right of withdrawal.
4.15. Before exercising the right of withdrawal (clause 4.14.), a written request for acceptance must be made within a period of 7 (seven) calendar days.
5. terms of payment
5.1 Unless otherwise agreed upon in writing, invoices from SCREENSOURCE are due immediately and are payable within 14 days after receipt of the invoice without any deduction.
5.2 Decisive for the date of payment is the receipt of payment on the account of SCREENSOURCE. The customer/contractual partner is in default even without reminder at the latest 30 days after receipt of the invoice.
5.3 If a discount has been agreed upon, a deduction may only be made when no previous invoices are due.
5.4 SCREENSOURCE can in any case determine which claim or demand is subject to an incoming payment. Incoming payments are regularly credited first against costs incurred, then against interest and finally against the main claim.
5.5 In case of default of payment by the customer/contractual partner, SCREENSOURCE is entitled to demand interest on arrears at a rate of 8 percentage points above the applicable base interest rate of the European Central Bank from the time of the occurrence of default. SCREENSOURCE's right to claim higher interest rates and further damages in case of default remains unaffected.
5.6 The offsetting of counterclaims of the customer/contractual partner or the retention of payments due to such claims is only permitted if the counterclaims are undisputed or legally binding or SCREENSOURCE has agreed to the offsetting in writing.
6. claims for defects and liability
6.1 Claims for defects (warranty claims) of the customer/contractual partner require that the customer/contractual partner inspects the goods immediately after receipt in accordance with § 377 HGB (German Commercial Code) and notifies SCREENSOURCE in writing of any discovered defects immediately after the inspection - hidden defects immediately after their discovery - specifying the defect.
6.2 The "Guideline for the Assessment of the Visual Quality of Glass" are decisive for the determination of quality-related defects. Furthermore, the relevant DIN regulations, manufacturer's guidelines and specifications resulting from general test certificates apply to the processing of our glass as well as their assessment with regard to defects.
6.3 With regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection, the goods shall be deemed to have been approved by the customer, unless SCREENSOURCE has been informed of this defect in accordance with Section 6.1.
6.4 SCREENSOURCE does not assume any warranty for defects and damages resulting from unsuitable or improper use, non-observance of application instructions or incorrect handling. The same applies to defects and damages caused by fire, lightning, network-related overvoltages, humidity or incorrect or missing software and processing data.
6.5 As far as there is a defect for which SCREENSOURCE is responsible, the customer/contractual partner can only assert further rights (withdrawal from the contract or reduction) if he first gives SCREENSOURCE the opportunity for two subsequent performances (rectification or new delivery of the defective delivery item) within an appropriate grace period. SCREENSOURCE is entitled to determine the type of supplementary performance (rectification or new delivery).
6.6 In case of unjustified assertion of claims for defects by the customer/contractual partner for reasons we are not responsible for, we are entitled to charge the customer/contractual partner with the reasonable costs incurred by us for damage assessment or damage repair.
6.7 We are entitled to charge the customer/contractual partner with additional costs of subsequent performance (repair or new delivery), in particular transport costs, travel costs, labour and material costs, insofar as these costs are incurred by the customer/contractual partner moving the delivery item to a location other than the place of performance.
6.8 Warranty claims expire 12 months after delivery, unless SCREENSOURCE has caused the defect intentionally or by gross negligence or by fraudulent misrepresentation. The limitation periods apply accordingly for defect and consequential damage due to a defect. However, in case of statutory limitation periods of more than two years, the statutory limitation period shall apply.
6.9 Warranty is void in any case if the customer modifies the goods or delivery item or has it modified by a third party without the written consent of SCREENSOURCE and the removal of the defect becomes impossible or unreasonably difficult. In any case, the customer/contractual partner has to bear the additional costs of the removal of defects resulting from the modification.
6.10. A delivery of used objects agreed upon with the customer/contractual partner in individual cases shall be effected under exclusion of any warranty for material defects.
7. warranty exclusions
7.1 The warranty does not apply to damages or defects that are not the responsibility of SCREENSOURCE and that are caused in particular by: a. incorrect use, mechanical damage (e.g. scratches, pressure or breakage), improper storage or cleaning, transport damage, misuse or any other fault of the customer or a third party
b. connection or use of the product for a purpose other than its intended purpose, failure to follow SCREENSOURCE's operating and installation instructions or the applicable technical and safety regulations or standards of the country in which the product is used;
c. failure to follow SCREENSOURCE's care and maintenance instructions when servicing and maintaining the product;
d. permanent display of - even partial - still images (typical display damage is so-called "burn-in" effects such as image retention and image sticking);
e. Operating conditions that exceed normal office use or normal private use (e.g. operation in smoke, dust, or at unusual room temperatures and UV/IR radiation). Special operating conditions may be specified by SCREENSOURCE for certain products;
f. Faults or fluctuations in the electrical power supply or circuits, air conditioning or other environmental conditions;
g. force majeure, fire, flood, chemical or biological action, acts of war, violence or similar events;
h. modification of the product by any person not authorised by SCREENSOURCE;
i. normal wear and tear and wearing parts; (e.g. prism, colour grade, LCD - panel, DMD for projectors)
j. Lack of maintenance and repair, or the use of non-original spare and consumable parts or parts not approved by SCREENSOURCE (e.g. lamps)
k. Virus infections or use of the product with software that was not supplied with the product or improperly installed.
7.2 Accessories, such as cartons, packaging, batteries or other consumable components used in connection with the product and expected to need replacement are not covered by the warranty.
7.3 Consumable items such as lamps and dust filters for projectors are excluded from the warranty (special warranty conditions may apply).
7.4 Pixel defects are unavoidable in LCD technology and DLP technology. Due to the manufacturing process of the monitor, approximately 1 pixel per million (1 ppm) will appear brighter or darker on the display. This does not affect the performance of the unit. They are only considered defects under this warranty if they deviate from the EN ISO 9241 standard. In general, SCREENSOURCE LCD products are assigned to pixel fault class II, unless otherwise stated in the product's data sheet. This means that up to 2 permanently luminous or black pixels are permitted per million pixels. Alternatively, 5 sub-pixels (red, green and blue colour) may be permanently defective. On a current monitor with a resolution of 1,920x1,080 pixels there are 2,073,600 pixels on the display. So this monitor may have 4 permanently lit pixels or 10 defective subpixels.
7.5 Products for which the serial numbers have been changed, removed or made illegible are excluded from the warranty.
7.6 Should the customer complain about defects although they are excluded from the warranty, SCREENSOURCE reserves the right to charge the customer for the costs incurred.
8. compensation and limitation of liability
8.1 SCREENSOURCE shall not be liable for slightly negligent breaches of duty, provided that these do not concern duties essential to the contract (so-called cardinal duties), damages from injury to life, body or health or guarantees or claims under the Product Liability Act are affected. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose fulfilment one may rely. In addition, SCREENSOURCE's liability towards entrepreneurs for the violation of essential contractual obligations is limited to the amount of damages typically foreseeable at the time of contract conclusion.
8.2 As far as SCREENSOURCE is liable for damages according to clause 8.1, this liability is limited to damages that were foreseeable as a possible consequence of a breach of contract at the time of contract conclusion and are typical for the contract. Indirect damages and consequential damages resulting from defects of the delivery item are only eligible for compensation if such damages are typically to be expected when using the delivery item as intended.
8.3 In the case of liability for simple negligence, SCREENSOURCE's obligation to compensate for property damage and resulting further financial losses is limited to an amount corresponding to the purchase price - per case of damage - even if it is a violation of essential contractual obligations.
8.4 In case of default, the customer/contractual partner is entitled to withdraw from the contract after the unsuccessful expiration of a grace period granted to SCREENSOURCE. The assertion of claims for damages is only permissible if SCREENSOURCE has caused the delay intentionally or through gross negligence or through the violation of essential obligations.
8.5 The limitation of liability according to clause 8.4. does not apply in case of a commercial fixed date transaction.
9. reservation of title
9.1 SCREENSOURCE reserves the right of ownership of the delivery items until all payments owed by the customer/contractual partner have been received. If the customer is more than 30 days in arrears with a payment, SCREENSOURCE has the right to take back the delivery item. After taking back the delivery item, SCREENSOURCE is still entitled to use it. The proceeds of the realisation will be credited to the liabilities of the customer/contractual partner, less reasonable realisation costs.
9.2 The customer/contractual partner is entitled to resell the delivery items in the ordinary course of business. In this case, however, the customer/contractual partner assigns to SCREENSOURCE all claims against his customers or third parties, which accrue to him from the resale, in the amount of the final invoice amount (including value added tax) by way of security, regardless of whether the delivered items have been resold without or after processing. The customer/contractual partner is also entitled to collect the claim after the assignment. However, SCREENSOURCE is authorized to collect the claim itself if the customer/contractual partner does not meet his payment obligations from the collected proceeds, is in default of payment, has filed for insolvency or insolvency proceedings have been opened, or payments have been suspended. In these cases, SCREENSOURCE can demand that the customer/contractual partner informs SCREENSOURCE of the assigned claims and their debtors, provides all information necessary for collection, hands over all related documents and informs the respective debtor of the assignment.
9.3 The processing or transformation of the delivered goods by the customer/contractual partner is always carried out in the name and for the account of SCREENSOURCE. If the delivered counter-
If the goods have been processed with other objects not belonging to us, SCREENSOURCE acquires the (co-)ownership (so-called fractional ownership) of the new object in proportion to the value of the delivered object to the other processed objects at the time of processing. For the rest, the same applies to the object resulting from processing as to the objects delivered under reservation.
9.4 At the request of the customer/contractual partner, SCREENSOURCE will release the securities to which it is entitled insofar as the value of the securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is solely the responsibility of SCREENSOURCE.
10. place of jurisdiction, severability clause, applicable law
10.1 Should individual provisions of these General Terms and Conditions of Sale and Delivery be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. In such a case, the parties undertake to agree a valid provision in place of the invalid provision, which comes as close as possible to the invalid provision in economic terms within the scope of what is legally permissible. Insofar as this is not possible, the statutory provisions shall apply in place of the invalid provision.
10.2 Changes and amendments to these General Terms and Conditions of Sale and Delivery must be made in writing to be effective. This also applies to the cancellation of this written form clause.
10.3 The law of the Federal Republic of Germany shall apply, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISC) and the conflict of laws rules of the EGBGB.
10.4 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the competent court at SCREENSOURCE's place of business if the customer/contractual partner is a businessman, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany or another EU member state or has moved his (place of) residence abroad after the validity of these General Terms and Conditions or his residence or usual place of abode is unknown at the time of filing the action.
10.5 The contracting parties agree that the translation of the German original version may lead to different interpretations and meanings, even if it has been carried out with the greatest care. For the purpose of interpretation of these General Terms and Conditions of Sale and Delivery, the German version shall take precedence.
11. note on data protection
11.1 SCREENSOURCE explicitly points out and the customer/contractual partner acknowledges that SCREENSOURCE collects, stores and processes the customer/business partner's data necessary for the business relationship. Any use, storage, processing and, if applicable, transfer of data is in accordance with the provisions of the German Federal Data Protection Act (BDSG).