Terms and conditions
General Business Conditions
All our shipments and services, including future ones, are based on these General Business Conditions. Deviations or changes, and specifically contradictory business conditions on the Buyer’s part, shall be deemed as irreconcilable and impossible, unless otherwise agreed with us in writing.
It is clarified that our prices do not include the costs of the shipment and the freight insurance as well as lawful value added tax.
The following prices are valid for service: Travelling hours of technician: 49,00 Euro / hour Working hours of technician: 98,00 Euro / hour Flat rate for driven km by car: 0,52 Euro / km Flight ticket/train/taxi + 20 % handling fee Per diem according to terms of German Finance Office + 20 % handling fee Hotel according to expense not less than the standard rate according to terms of German Finance Office + 20 % handling fee Other expenses if any + 20 % handling fee
3. Shipment Times
The shipment times and dates are not binding on us, except if we have confirmed them in writing as binding in any individual case. Except in the latter case, a deviation shall not entitle a customer to any claims.
In case of force majeure, we shall have the right to withdraw from the contract wholly or partly and to postpone our services for the period of the delay and for an additional period of running-in, when such a case prevents us from providing services or significantly hinders our doing so. Force majeure is considered specifically riots, lock-ins, other unexpected malfunctions, limitations on raw materials, and all cases of cancellation and/or delay which were not foreseen at the time of signing the contract with the customer, with reference to our own delivery. On learning of the effects of such an occurrence, we shall give immediate notice to the customer and clarify to him whether we are withdrawing from the contract or else specify the date on which we are able to make delivery. Should such date be beyond what is reasonable, the customer shall be able to withdraw from the contract. In any event, no other claims of the customer shall be allowed.
It shall be our right to handle customer shipments and services only when all our demands for defrayal of the payments from earlier shipments and services have been met
In case the customer postpones acceptance, we shall have the right to use the goods purchased by the customer in another manner and to provide identical goods upon the agreed conditions at a reasonable time to be determined by us.
4. Transfer of Risk
The risk shall pass to the customer immediately after we have delivered the item to the forwarder or the truck carrier or otherwise to the person or institution designated to perform the freighting. This arrangement shall apply also to unexpected shipments, in the framework of shipments of parts or after the performance of repairs by us.
The customer shall bear the risk entailed in unexpected shipments returned from the customer to us, up to delivery at our business premises. Unexpected shipments returned from the customer shall be done, in any event, without debiting us the cost of the shipment.
Our accounts shall be paid immediately on receipt of the invoice, without deduction. Spare parts shall be supplied solely against collection. Payments shall be made to one of the accounts indicated on our invoices. Checks are accepted solely as compliance with the terms, while payment shall be in accordance with the contract only where the amount of the check has been credited to our account, without any reservation, before the reasonable time for payment has elapsed.
All accruing bank charges and transaction fees always for account of customer.
In case of a deviation from the reasonable payment target, and without prejudice to our rights, we shall be entitled to present additional claims and to demand arrears interest at 5 % above the discount rate of the German Federal Bank, without any need of a reminder. In case of a partial shipment, it shall be permissible to sumit the accounts in installments, according to the scope of the partial shipment.
If payment in installments is agreed upon, in the event that the customer falls into arrears of more than one week, the outstanding balance of the amount shall be paid immediately. The customer shall have the right of offset or delay only where there is no disagreement regarding his counterclaims or where the right exists by virtue of the law.
If payment in installments is agreed upon, in the event that the customer falls into arrears of more than one week, the outstanding balance of the amount shall be paid immediately.
In case of a justified complaint submitted on time in respect of a defect, we shall be obligated to carry out repairs or provide a defect-free replacement, at our choice.This warranty covers the replacement parts and the repair costs, not the freight costs for the delivery and return of the parts and not the costs of travelling/accommodation of the technician to the place of complaint. The warranty on spare parts covers the costs for the parts, not the service of the technician for the installation of the parts. In any event, this undertaking is given on the assumption that the goods purchased were operated every time in accordance with our production specifications and handled in accordance with our instructions. Service will be done only by Vitro Laser Solution UG or by authorized personnel of an official Vitro distributor using exclusively original Vitro spare parts. In case of software bugs affecting use in accordance with the contract to a substantial degree, we shall eliminate the bug – provided we are able to do so – as applicable, by installing another software version or by a command for eliminating the bug or for preventing its effects. The customer shall guarantee us the time required according to our reasonable discretion for eliminating the unexpected defect, otherwise we shall be released from all liability. This shall also be valid in a case where the customer or a third party opened the instruments or “played around” with them in any manner or, in particular, carried out any modifications or repairs on the goods provided by us or handled the goods in some other unprofessional manner. The customer shall be entitled to demand a reduction in the purchase price, in the event that a defect for which we are liable was not eliminated following repairs and/or a replacement shipment, so long as there is no unanimity of opinion regarding withdrawal from the contract due to the deduction. No other claims shall be allowed.
7. General Warranty Exclusion
So long as not stipulated otherwise in the conditions mentioned here, there shall be no specific liability on our part, also in respect of the contracting of debts at the end of the contract, noncompliance with conditions of defective compliance with conditions, including liability for damage from results and indirect losses, except in the case of malicious intent or gross negligence on the part of our competent representative or senior officer.
8. Ownership Rights
We shall retain title to the goods, up to completion of payment of all our demands from our business relationship – including in the future. Should we send goods to which we hold title, in consolidation or in combination with goods that do not belong to us, we shall become joint owners of the new thing, according to the ratio of our goods to the goods not belonging to us. The new thing created shall be deemed goods to which we have title. The buyer shall have the right also to resell the goods supplied, or the new thing that was created from the combination/consolidation, in the normal course of his business, but we reserve the possibility of cancelling this right at any time. Out of all the demands in the buyer’s favor stemming from the resale and the accompanying rights, the buyer waives, as security, an amount equivalent to the amount of our outstanding demands. The buyer is given the revocable authority and duty to collect the demands which he waived. We shall have the right to notify the buyer’s customers of the waiver at any time.
9. Special Software Conditions
The following conditions are valid for every type of dedicated software deposited by us with the customer (recipient of the franchise) for operation in accordance with the designated purpose of our software products. They shall not be valid for the operation of necessary software elements of another manufacturer. We do not guarantee that the dedicated software for our instrument will operate under all conditions faultlessly and without interruption, and that it will be capable of performing all of the combinations chosen by the customer out of all the operations included in the software, and that it will comply with the customer’s requirements. The warranty conditions in clause 6 shall be valid in addition hereto
The recipient of the franchise shall also not be permitted: 1. To transfer the software without the complete laser machine to a third party, without our prior written authorization, the software or the written material belonging to us, or to allow a third party other access. 2. To transfer the software from one computer to another via a network or a data communication channel. 3. To modify, convert, redevelop, recompile or reassemble the software, or to create utilities deriving from the software, or to duplicate, translate or modify the written material, or to create utilities deriving from the written material, without our prior written consent.
In purchasing the software, the recipient of the franchise is given ownership only of the physical data storage component on which the software is written, without any connection to the purchase of rights in the software itself. We reserve all the rights in the software, specifically the advertising, duplication, processing and use thereof. The software and the written material belonging to it are protected by copyright. The recipient of the franchise may prepare one reserve copy for security, in case the software is not protected against copying. It is prohibited to erase the remark regarding copyrights included in the software, as well as the recorded license numbers.
It is expressly prohibited to copy or duplicate the software and the written material belonging to it, in whole or in part, in its original form or in another form, or to combine or integrate it with another software product. The right of use of the software may be transferred to a third party only with our prior written consent and solely in accordance with our business conditions. It is expressly forbidden to give the software as a gift, to lease or lend it.
We shall have the right to prepare the software applications according to our discretion. We shall not be obligated to place the software applications at the disposal of franchise recipients who did not return the registration card to us signed, or who did not pay the application fee.
The customer shall be liable for any damage caused by him due to the breach of these General Business Conditions.
The sole venue shall be Minden/Westfalen, so long as no other venue is obligated by law. This shall also apply to claims in respect of bills and checks, and in general in legal proceedings in respect of documents.
The purchase contract and all the legal relations between the buyer and us shall be governed by the laws of the German Republic, i.e. in accordance with the standard purchase laws.
Technical changes and error excepted
Should one or more of the provisions of the contract, including the General Business Conditions above, be invalidated, this shall not affect the validity of the remaining provisions. In such a case, the parties shall replace the invalid provisions with valid provisions that come as close as possible to the economic purpose of the invalid provisions. All sections of the contract shall be treated in this spirit.
For future orders, the respective relevant version of the General Business Conditions will be valid.