Terms and Conditions
General Terms and Conditions of opsira GmbH, 88250 Weingarten
§ 1 Scope
1. Our General Terms and Conditions apply to all services provided by opsira GmbH in accordance with the agreement between us and the contracting party.
2. Our terms and conditions apply exclusively; conflicting or deviating terms and conditions do not apply. We do not recognize the contractual partner's terms unless we have expressly agreed to their validity in writing. Agreed. Our terms and conditions also apply if we are aware of conflicting or deviating terms and conditions. The delivery is made without reservation in the event of differing terms and conditions of the contractual partner. carry out.
§ 2 Offer - Conclusion of Contract - Offer Documents
1. The order from the contracting party constitutes a binding offer, which we will accept within four weeks. They can accept the order by sending an order confirmation or by delivering the goods. Before Offers submitted by us are non-binding.
2. Illustrations, drawings, calculations and other documents not expressly subject to this agreement. We reserve all proprietary and copyright rights to the contract. This also applies to such Written documents marked "confidential" require approval before being disclosed to third parties. Contractual partners with our express written consent.
§ 3 Subject of the contract
1. The subject matter of the contract is defined exclusively by the written order or the written Order confirmation.
Provided that a written offer with a schedule of services, technical description and Detailed drawings are provided by opsira GmbH, and this will be supplied with all components. The written order confirmation forms part of the contract.
In case of discrepancies in the service description, the following rules apply in succession:
- List of services
- technical descriptions
- Detailed drawings.
2. The technical data and descriptions in the respective product information or advertising materials. The services of opsira GmbH will only be provided based on their explicit written inclusion in the contract. These are part of the contract and do not constitute a guarantee of quality or durability, unless otherwise stated. opsira GmbH provides an explicit written guarantee of quality or durability. The illustrations, drawings, weight and dimension specifications contained in the descriptions are for informational purposes only. They are approximately authoritative unless they are expressly designated as binding.
3. opsira GmbH may have its services provided by third parties.
§ 4 Performance period
1. Delivery dates or deadlines are non-binding unless otherwise specified by opsira GmbH. has expressly agreed in writing as binding. Force majeure or at opsira GmbH or whose contractual partners are affected by operational disruptions resulting from riots, strikes, lockouts, which the company opsira GmbH or its contractual partners are temporarily prevented from doing so through no fault of their own. To deliver the goods or services by the agreed date or within the agreed period, The agreed dates and deadlines will be changed by the duration of the disruption caused by these circumstances. Performance disruptions. If such a disruption leads to a performance delay of more than four After months, the contractual partner may withdraw from the contract concerning the relevant delivery item. excluding claims for damages due to breach of duty pursuant to Section 275 Paragraph 4 of the German Civil Code (BGB).
2. Compliance with the performance obligation requires the timely and proper fulfillment of the Obligations of the contracting party are a prerequisite.
3. The contractual partner may terminate the contract eight weeks after culpably exceeding a non-binding deadline. Request in writing from opsira GmbH regarding a performance deadline or a non-binding performance period, to deliver or perform within a reasonable timeframe.
4. All reminders and deadlines set by the contractual partner must be in writing to be effective. Insofar as the assertion of rights of the contractual partner requires the setting of a reasonable grace period Assuming a minimum of two weeks.
5. Should the fruitless expiry of a set deadline entitle the contractual partner to withdraw from the contract or to Termination of the contract in any other way justifies the other party's actions; the other party must accept this consequence. The deadline should be explicitly threatened in writing along with the deadline itself if the deadline expires without result.
6. If opsira GmbH is in default and can only be accused of simple negligence, the claim the contractual partner's right to compensation for pecuniary damage, regardless of the legal basis, in the case of simple Negligence on the part of opsira GmbH is limited to a maximum of 10% of the price or remuneration. The performance is limited and cannot be used, or cannot be used in accordance with the contract, due to the delay.
§ 5 Cooperation of the contracting party
The contracting party shall design the working environment for the subject matter of the service in accordance with the company's specifications. opsira GmbH here. Additional expenses incurred by opsira GmbH due to faulty or insufficient The contractual partner is responsible for preparatory measures. If measures are not carried out in a timely manner, This extends the deadline for performance according to the agreement between the customer and opsira GmbH. applicable agreement. If such an agreement is not reached, the company's rights remain unaffected. opsira GmbH unaffected.
§ 6 Right of withdrawal
In addition to the statutory rights of withdrawal, opsira GmbH is entitled to withdraw from the contract. if an application for the opening of insolvency proceedings has been filed against the assets of the contractual partner, a sworn statement pursuant to Section 807 of the German Code of Civil Procedure (ZPO) or insolvency proceedings concerning the assets opened or the opening was rejected due to lack of funds.
Should a supplier's failure to deliver, for which he is responsible, impair the ability of opsira to deliver, the company's ability to deliver should be affected. If the GmbH's performance becomes impossible, opsira GmbH can withdraw from the contract if all Reasonable efforts were made to procure the supplied items.
§ 7 Handover and Acceptance
1. Upon request by opsira GmbH, the contractual partner is obliged to perform the service. to accept. If the contractual partner fails to comply with this request within a reasonable period, the opsira GmbH is entitled to claim compensation for any damages incurred as a result, including any Additional expenses will be reimbursed. Further claims remain reserved.
2. Delivery is always at the risk of the contractual partner. The risk passes to the customer upon handover of the goods. Goods handed over to a freight forwarder or carrier, but at the latest upon leaving the business premises of opsira GmbH or after fourteen days following notification of readiness for shipment to the contractual partner, unless the delivery of the object of performance to the The contracting party was expressly agreed upon.
3. Setting a grace period is also unnecessary if the contractual partner is clearly refusing to perform. is unable to fulfill his payment obligations under the contract.
§ 8 Retention of title
1. opsira GmbH retains ownership of the delivered goods until all obligations have been fulfilled. Claims arising from the business relationship with the contractual partner, insofar as these have already been made at the time of the conclusion of the contract (including claims from follow-up orders, Reorders or spare parts orders).
2. The contractual partner shall inform the company about any enforcement measures taken by third parties against the goods subject to retention of title. opsira GmbH immediately, handing over the documents necessary for an intervention inform; this also applies to impairments of other kinds. Irrespective of this, the Contracting parties already in advance the rights of third parties existing on the objects of performance. to point out that the costs of any intervention by opsira GmbH are borne by the contractual partner, insofar as the Third parties are unable to reimburse these costs.
3. The contracting party shall indemnify opsira GmbH in the event of resale/rental of the The goods remain subject to reservation of title until all claims of opsira GmbH arising from the The aforementioned transactions are secured against claims against its customers. The value of securing the claims of opsira GmbH against the contractual partner exceeds 20%. Thus, at the request of the contractual partner and at the discretion of opsira GmbH, the company has to release the securities to which she is entitled to the corresponding extent.
§ 9 Software Use
Insofar as software is included in the delivery, the contractual partner is granted a non-exclusive right. granted the right to use the delivered software, including its documentation. It will be used for the sole purpose of Use on the designated delivery item is permitted. Use of the software on more than... It is prohibited to use a system. The purchaser may only use the software to the extent permitted by law (§ 69a et seq.). Copyright Act (UrhG) prohibits copying, revising, translating, or converting the object code into source code. The customer agrees not to remove or alter manufacturer information – especially copyright notices. Prior express consent of opsira GmbH is required to modify the [details of the text]. All other rights to the [details of the text] are reserved. The software and documentation, including copies, remain the property of opsira GmbH. The awarding of Sublicensing is not permitted. In the event of the sale of the delivered item, the contractual partner entitled to transfer the software supplied with the delivery item, including its documentation, to the to transfer to the purchaser. The contracting party undertakes to contractually transfer the aforementioned prohibitions of use to the purchaser. to pass it on to the purchaser.
§ 10 Prices, Terms of Payment
1. The prices agreed upon in the offer or order confirmation apply, plus the Value added tax at the applicable statutory rate at the time of invoicing.
2. Prices are ex-works, excluding packaging, loading, transport and insurance. 3. Invoices from opsira GmbH are payable within fourteen days of issue without deduction. Payment is due. Partial services will be invoiced upon acceptance.
4. All claims of opsira GmbH become due immediately if the payment dates and deadlines are exceeded. without prior agreement with opsira GmbH and without reason, or the company opsira GmbH a significant deterioration in the financial circumstances of the contractual partner The rights under Section 4 remain unaffected.
5. The contractual partner may only respond to price or remuneration claims from opsira GmbH with to offset undisputed or legally established claims.
§ 11 Subsequent performance
1. opsira GmbH guarantees that the services it provides are free from defects. and that no third-party rights are affected upon transfer of the agreed right of use to the contractual partner. opsira GmbH may be aware of this and the review in For example, a patent search might be the subject of the contract.
2. If the object of performance or the service is defective, opsira GmbH shall The right, at their option, to either repair or replace the product, unless Something else was agreed upon in writing.
3. The right to subsequent performance lapses if the contractual partner is not involved in the object of performance. has carried out or had carried out improper repairs or other work; it being because the contractual partner proves that the defect is not attributable to these measures or is affected by these measures.
4. opsira GmbH accepts no liability for damages and disruptions, particularly those caused by natural causes. Wear and tear, faulty commissioning by the contractual partner, improper Usage and operating errors, as well as failure to perform necessary or manufacturer-recommended procedures, can lead to damage. This is due to maintenance work.
5. If multiple attempts at rectification or replacement deliveries by opsira GmbH fail, the The contractual partner may demand either a price reduction or cancellation. This also applies if the company opsira GmbH is not prepared to remedy the defect or provide a replacement, or if this takes longer than a reasonable period of time. furthermore, delay for reasons attributable to opsira GmbH.
6. If separable services from opsira GmbH are affected, the above-mentioned limitations apply. Rights to these separable performance items, without affecting the rest of the contract, This also applies if opsira GmbH is entitled to refuse services because they contain a This requires effort that takes into account the content of the contractual relationship and the principles of good faith and This belief is grossly disproportionate to the customer's interest in performance. It must be said that... Consider whether the company opsira GmbH is responsible for the impediment to performance.
7. If a defect cannot be detected, the contractual partner shall bear the costs of the investigation.
8. Claims for defects in the goods expire 12 months after the transfer of risk.
§ 12 Liability
The liability of opsira GmbH for breaches of contractual obligations and for torts is limited to intent and gross negligence and limited to compensation for typically occurring damage. This does not apply to injury to life, body or health of the contractual partner, or to claims arising from the Breach of cardinal obligations and compensation for damages due to delay (§ 286 German Civil Code). In this respect, the company opsira is liable. The GmbH is liable for any degree of fault. This applies to damages not resulting from injury to life, However, opsira GmbH is only liable for injuries to the body and health of the contractual partner resulting from the contracting party's liability for the typical damages arising from defects. Liability for indirect damages and consequential damages is excluded. excluded.
§ 13 Disposal of old appliances
The contractual partner assumes the obligation to return the delivered goods at their own expense after the end of their use. to dispose of properly in accordance with legal regulations, and the company opsira GmbH provides this service. Obligation according to § 10 II ElektroG (manufacturers' take-back obligation) and related matters Free from claims.
The contracting party must contractually obligate commercial third parties to whom it passes on the delivered goods, These must be disposed of properly at their own expense in accordance with legal regulations after termination of use. dispose of it and, in the event of further transfer, a corresponding obligation to transfer it. to impose.
If the contractual partner fails to contractually obligate third parties to whom he passes on the delivered goods to accept the The contractual partner is obligated to fulfill the disposal obligation and to further commit to the obligation. to take back delivered goods at his own expense after use has ended and in accordance with the statutory provisions. Regulations to dispose of properly.
The claim of opsira GmbH for assumption/indemnification by the contractual partner does not expire before Expiry of two years after the final cessation of the device's use. The two-year period begins at the earliest upon receipt of a written notification from the contractual partner by opsira GmbH about the termination of use.
§ 14 Side agreements, contract amendments and supplements
Verbal agreements made by representatives or other assistants of opsira GmbH require written confirmation. written confirmation from opsira GmbH.
§ 15 Place of jurisdiction
Is the contracting party a merchant, a legal entity under public law, or a public-law entity? For special assets, the place of jurisdiction is the regional court responsible for the registered office of opsira GmbH. Ravensburg. The company opsira GmbH is also entitled to contact the contractual partner at its general to sue in the place of jurisdiction.
§ 16 Severability Clause
Should one or more provisions be or become invalid, the validity of the remaining provisions shall not be affected. The provisions shall not be affected thereby. The contracting parties are obligated to rectify any invalid provisions. to replace the clause with one that comes as close as possible to the ineffective clause and is effective.