1. General Information
following General Terms of Sale of VIDEOR E. Hartig GmbH (hereinafter: VIDEOR) shall only apply
towards entrepreneurs, legal entities under public law and special funds under public law within the
meaning of Sections 14 and 310 (1) BGB [German Civil Code] (hereinafter: Orderer).
Exclusively these General Terms of Sale shall apply to the legal relationships between VIDEOR and
the Orderer in connection with the deliveries and/or services (hereinafter: Deliveries) of VIDEOR.
These shall also apply to future business transactions. Terms and conditions of the Orderer shall
only apply if VIDEOR has explicitly approved these in writing. This approval requirement shall apply
in any case, for example also if VIDEOR carries out the delivery to it without reservation in the
knowledge of the Orderer’s terms and conditions.
1.3. VIDEOR shall reserve its rights of use
and exploitation under property and copyright law to offers, cost estimates, drawings and other
documents (hereinafter: Documents) to an unlimited extent. The Documents may only be made accessible
to third parties by the Orderer after obtaining the prior consent of VIDEOR and are, if the order is
not placed with VIDEOR, to be returned by the Orderer to VIDEOR without delay, at the request of
VIDEOR respectively in case of electronic documents to be erased from the Orderer’s systems.
The Orderer has the non-exclusive right of use to standard software and firmware with the agreed
performance features in an unchanged form on the agreed devices. The Orderer may create a backup
copy of the standard software without an explicit agreement.
1.5. All agreements, collateral
agreements, reservations, amendments or addendums to the contract shall require a written form in
order to be legally valid as well as a written confirmation by VIDEOR. This shall also apply to the
waiver of the written form requirement.
1.6. The term “claims for damages” in these General
Terms of Sale shall also comprise claims for reimbursement of fruitless expenses.
prices are deemed from delivery warehouse of VIDEOR plus the respective statutory value added tax
applicable on the day of the delivery. Costs for packaging, loading, shipment and transport
respectively from the delivery warehouse of VIDEOR shall be for the expense of the Orderer. In case
borders are crossed or of deliveries duty unpaid the Orderer shall, if applicable, bear due customs
duties, taxes, fees and other duties.
2.2. The prices listed in the order confirmation sent
by VIDEOR to the Orderer shall apply, otherwise the prices stated in the price list of VIDEOR on the
day on which the order was accepted. Should cost increases occur for VIDEOR after conclusion of the
contract, VIDEOR reserves the right to adjust prices subsequently to a reasonable extent. At the
Orderer’s request VIDEOR will provide corresponding proof. This regulation shall not apply with a
fixed price that has been agreed in writing.
2.3. If deliveries are carried out by VIDEOR at
special prices, in addition to these General Terms of Sale the special price conditions, if
applicable, defined by VIDEOR and/or the subsupplier shall apply. The Orderer agrees to these
special price conditions in case of orders at special prices. Should the Orderer not comply with the
special price conditions, VIDEOR is entitled to request refund of the discounts and/or subsidies
granted by VIDEOR with these special price transactions or to subsequently invoice the difference to
the standard prices granted to the Orderer. VIDEOR is to be indemnified by the Orderer from all
claims of subsuppliers arising from the non-compliance with the special conditions and the Orderer
will compensate VIDEOR for all damages resulting from the non-compliance.
special Terms of Sale shall apply with selected subsuppliers besides these General Terms of Sale.
The Orderer agrees hereto with the order.
3. Payment, default of
Payments are always due no later than with the collection of the delivery or, in the event of the
shipment, with the hand-over of the delivery by VIDEOR to the carrier or freight forwarder. All
payments are to be made by the Orderer without any deduction free paying agent of VIDEOR.
VIDEOR reserves the right to refuse bills of exchange or cheques. The acceptance of bills of
exchange or cheques shall only be carried out in lieu of payment and without any guarantee for
timely submission or an objection within the deadline. All expenses and other costs incurred owing
to cheques or bills of exchange shall be for the expense of the Orderer and are to be paid by the
Orderer immediately after they are announced by VIDEOR to the third party invoicing the expenses
respectively the other costs, or if laid out by VIDEOR to VIDEOR.
3.3. If the terms of
payment granted to the Orderer by VIDEOR are exceeded, VIDEOR is entitled, irrespective of further
rights, to invoice the Orderer for interest on default in the statutory amount. In the event of
default of payment, in case of due bills of exchange that are not redeemed within the deadline, with
submitted cheques that cannot be encashed, with suspension of payments by the Orderer as well as if
an application is filed for insolvency by the Orderer all outstanding receivables will be deemed due
and payable by VIDEOR immediately towards the Orderer. The same shall apply to bills of exchange
with a later maturity. In such cases VIDEOR is further entitled to forbid the Orderer from the
further use of the objects of the deliveries. This shall not constitute a rescission of the
contract. Section 449 (2) BGB shall remain unaffected.
3.4. If the Orderer cannot fulfil
its payment obligations towards VIDEOR, VIDEOR can end existing contracts with it by rescission,
continuing obligations by termination without notice. This shall also apply if an application is
filed for insolvency by the Orderer. Section 321 BGB and Section 112 InsO [German
Bankruptcy Code] shall remain unaffected. The Orderer will inform VIDEOR in writing at an early
stage about an impending insolvency.
4. Offer, acceptance
Offers and cost estimates of VIDEOR, no matter whether submitted in writing, orally or
electronically, shall not represent any offers within a legal meaning, they are merely to be
understood as a request to the Orderer for placement of an order.
4.2. After receipt of the
order by VIDEOR the Orderer will, as a rule, receive a confirmation of receipt, with which however
no contract is concluded yet. The Orderer is bound to its order for 3 weeks from the receipt of the
order by VIDEOR. Only if VIDEOR has confirmed the acceptance of the contract in writing within the
3-week commitment period of the Orderer or has carried out the delivery, will a contract be
4.3. Offers, cost estimates and order confirmations transmitted by VIDEOR to the
Orderer shall always be carried out subject to the timely and proper supply of VIDEOR by
subsuppliers as well as a positive credit assessment of the Orderer.
5. Reservation of title,
commercial credit insurance
objects of the deliveries (hereinafter: Reserved goods) shall remain the property of VIDEOR until
the fulfilment of all claims to which VIDEOR is entitled against the Orderer from the business
relationship (= Reservation of title). The Orderer undertakes to inspect and treat the reserved
goods with the due care and attention of an ordinary businessman as well as to sufficiently insure
these, at its own costs, against fire, water and theft damages. Damages to the reserved goods
determinated or caused by the Orderer, which occurred after the risk was passed to the Orderer, are
to be reported by the Orderer to VIDEOR without delay. Repairs, which become necessary during the
reservation of title, are to be coordinated with VIDEOR without delay and, at the request of VIDEOR,
to be carried out immediately and at the Orderer’s costs.
5.2. During the existence of the
reservation of title the Orderer is forbidden from a sale, pledge, assignment as collateral, letting
or other provision of the reserved goods to third parties, which impairs the security of VIDEOR as
well as their change, processing, mixing or connection or putting into use without a prior written
consent of VIDEOR. Insofar as VIDEOR grants the consent, the following provisions as well as the
provisions additionally stipulated by VIDEOR when the consent was granted shall apply.
After a consent granted by VIDEOR the Orderer is only permitted the resale in the ordinary course of
business and only under the condition that the Orderer receives a payment from its customers or
stipulates the reservation that the ownership will only pass to the Orderer’s customer when he has
fulfilled his payment obligation towards the Orderer in full. The Orderer is furthermore obligated,
with an admissible assignment of rights with regard to the reserved goods to its customers, to point
out the existing reservation of title of VIDEOR in writing. In case of a resale of the reserved
goods by the Orderer the Orderer hereby now already assigns, and without this requiring any further
special declarations, its future claims from the resale against its customers with all secondary
rights, including possible balance claims, to VIDEOR as a precautionary measure, which hereby now
already approves this assignment. If the reserved goods are resold together with other objects,
without an individual price having been agreed for the reserved goods, the Orderer hereby assigns
that part of its total claim against its customer to VIDEOR, which shall correspond with the price
of the reserved goods invoiced by VIDEOR to the Orderer. VIDEOR hereby now already also agrees to
b) After the consent was granted by VIDEOR the Orderer is permitted to
process the reserved goods or to mix or connect these with other objects. The processing shall be
carried out for VIDEOR as the manufacturer within the meaning of Section 950 BGB, without
obligating VIDEOR. VIDEOR and the Orderer hereby agree now already that with the connection and
mixing with other objects, which do not belong to VIDEOR, VIDEOR shall in any case be entitled to
the co-ownership to the new object in the amount of the share, which is produced from the ratio of
the value of the connected or mixed reserved goods to the value of the other goods at the time of
the connection or mixing. The new objects produced with the processing, mixing or connection shall
be deemed as reserved goods. The Orderer shall hold the produced new objects in safekeeping for
VIDEOR with the due care and attention of an ordinary merchant. The regulations listed under 5.2.a)
relating to the assignment of claims with a resale of reserved goods shall also apply to the new
objects. The assignment shall, however, only apply up to the volume of the amount, which corresponds
with the value invoiced by VIDEOR of the processed, connected or mixed reserved goods.
c) If the Orderer connects the reserved goods with properties or movable objects, after the
consent granted by VIDEOR, it shall thus also assign its claim, to which it is entitled as
remuneration for the connection, without this requiring further special declarations, with all
secondary rights as a precautionary measure in the amount of the ratio of the value of the
connected reserved goods to the other connected goods at the time of the connection to
5.3. Until further notice, the Orderer is authorised to collect claims from the
resale, which were assigned to VIDEOR. With the existence of an important reason, in particular
with default of payment, suspension of payments, the opening of insolvency proceedings, bill of
exchange objection or justified indications for overindebtedness or an impending insolvency of
the Orderer, VIDEOR is entitled to revoke the collection authorisation for the assigned claims
of the Orderer. In addition, VIDEOR can, after a previous warning by adhering to a reasonable
deadline, disclose the assignment as collateral, sell the assigned claims as well as request the
disclosure of the assignment as collateral by the Orderer towards its customers. The Orderer
undertakes to procure all information for VIDEOR, which is necessary for the collection of the
5.4. In case of attachments, seizures or other disposals or
interventions of third parties to the reserved goods or the claims assigned in advance the
Orderer has to notify VIDEOR in writing without delay. With the substantiation of a legitimate
interest the Orderer has to provide VIDEOR without delay the information that is necessary for
the assertion of the rights and to hand over the necessary documents. Costs incurred for VIDEOR
in this respect, which cannot be collected from the third parties, shall be for the expense of
5.5. In case of breaches of obligations of the Orderer, in particular with
default of payment or with a breach of its obligations with regard to the reserved goods, VIDEOR
is also entitled to rescind the contract after the unsuccessful expiry of a reasonable deadline
set for the service for the Orderer besides taking the goods back. The statutory provisions
concerning the dispensability for the setting of a deadline shall remain unaffected. In this
case the Orderer is obliged to hand-over the goods. The taking back of the goods respectively
the assertion of the reservation of title or the attachment of the reserved goods by VIDEOR
shall not constitute a rescission of the contract, unless this had been explicitly declared by
VIDEOR. The right of VIDEOR to rescind, under the prerequisites of Section 323 BGB, and to
request the hand-over of the reserved goods, shall comprise all objects of delivery, which are
still subject to the reservation of title of VIDEOR at the time of the rescission. The costs for
taking the reserved goods back and selling these shall be borne by the Orderer. The costs for
taking the goods back and sales costs will be estimated with 10% of the sales proceeds plus
possibly value added tax without proof in detail. The right is respectively reserved to prove
higher or lower take-back and sales costs. The sales proceeds as well as possibly made down
payments on the purchase price will be offset by VIDEOR against the claims of VIDEOR after
deduction of the costs and other claims associated with the contract. A possible surplus will be
credited to the Orderer.
5.6. Insofar as the value of all collateral rights, to which
VIDEOR is entitled according to the aforementioned provisions, does not only temporarily exceed
the amount of all secured claims by 20%, VIDEOR will at the Orderer’s request release a
corresponding part of the collateral rights. VIDEOR is entitled to choose with the release
between various collateral rights.
5.7. VIDEOR regularly maintains a commercial credit
insurance contract at its own costs with an insurance company in order to protect itself against
the default of receivables due from Orderers. For the event that a credit target is exceeded by
the Orderer, through which further deliveries of VIDEOR to the Orderer are not (no longer)
insured and/or the Orderer is partly or fully excluded from the insurance cover, the Orderer is
obligated after a corresponding written request by VIDEOR, to provide other equivalent
securities (e.g. guarantee, bill of exchange guarantee) to VIDEOR for the outstanding claims,
which are excluded from the insurance cover, without delay, no later however than within 3 weeks
after receipt of the request. If this provision of equivalent securities by the Orderer is not
fulfilled, VIDEOR is entitled to rescind the relevant contract, from which the outstanding claim
results that is excluded from, the insurance cover. Other rights of VIDEOR shall remain
6. Delivery, condition, delay in
not otherwise derived from the written details of VIDEOR, delivery ex delivery warehouse of VIDEOR
shall be deemed as agreed. Packaging, loading, shipping and transport costs shall be for the expense
of the Orderer. With the exception of pallets transport and other packaging will not be taken back
according to the packaging regulations. The Orderer shall bear the disposal costs for the transport
and other packaging. The Orderer shall also be responsible for the compliance with exclusion
deadlines under transport, freight and haulage law.
6.2. Delivery times and dates are to be
agreed in writing. Subject to explicit written agreements to the contrary details regarding delivery
times and dates are only non-binding and are subject to the reservation of the timely or proper
supply of VIDEOR by subsuppliers.
6.3. Partial deliveries that are deemed reasonable for the
Orderer and their invoicing are permitted.
6.4. Subject to explicit written agreements to the
contrary, in the event of the shipment of the delivery the choice of the transport means and the
transport route shall remain at the discretion of VIDEOR.
6.5. VIDEOR is entitled, however
not obliged, to conclude transport insurance for the delivery in the name and for the account of the
Orderer, unless the Orderer objects to such insurance.
6.6. Exclusively the written details
of VIDEOR are decisive for the agreed condition of the objects of the deliveries. Changes in
construction or form, deviations in the shade of colour as well as changes to the scope of delivery
by the subsuppliers remain reserved, if the objects of the deliveries are not substantially changed
and the changes are deemed reasonable for the Orderer. No rights can be derived against VIDEOR from
the use of type plates or numbers for the objects of the deliveries.
6.7. If non-binding
agreed delivery times or dates are exceeded by more than 6 weeks, the Orderer can request VIDEOR in
writing to deliver within a reasonable deadline. With the fruitless expiry of the thus set deadline
VIDEOR shall be deemed in default.
6.8. The adherence to dates and deadlines presumes the
timely receipt of all documents to be supplied by the Orderer, necessary permits and releases, in
particular of plans, as well as the compliance with the agreed terms of payment and other
obligations by the Orderer. If these prerequisites are not fulfilled in time the deadlines will be
extended by a reasonable extent. This shall not apply if VIDEOR is responsible for the delay. If the
non-adherence to the deadlines is a result of
a) force majeure, e.g. mobilisation, war, acts
of terror, civil commotion, or similar events (e.g. strike, lock-out),
b) virus or other
attacks of third parties on the IT systems of VIDEOR,
c) impediments owing to national,
European or international regulations of the Foreign Trade Law or owing to other circumstances, for
which VIDEOR is not responsible or,
d) late or improper supply of VIDEOR by subsuppliers, the
deadlines will be extended by a reasonable extent.
6.9. If VIDEOR is in default the Orderer
can request compensation, if it can prove that it suffered damages due to this, for each full week
of the default of 0.5% each, in total however a maximum of 5% of the price for the part of the
deliveries, which could not be used in line with the purpose owing to the default.
claims for damages of the Orderer owing to a delay in the delivery as well as claims for damages
instead of the performance, which exceed the limits stated under 6.9, are excluded in all cases of
delayed delivery, also after the expiry of a deadline for delivery that was possibly set for VIDEOR,
insofar as this is permitted by law. This shall not apply insofar as liability will be assumed in
cases of wilful intent, gross negligence or owing to the injury to life, body or the health. The
Orderer can only rescind the contract within the scope of the statutory provisions, insofar as
VIDEOR is responsible for the delay in the delivery. A change to the burden of proof for the
disadvantage of the Orderer is not associated with the aforementioned regulations.
Orderer undertakes, at the request of VIDEOR, to declare within a reasonable deadline whether it
will rescind the contract owing to the delay in the delivery or will insist on the delivery.
7. Purchase/shipment order,
passing of risk, incoming inspection, acceptance
Orderer undertakes to collect the delivery within 8 days after receipt of the availability report
sent by VIDEOR to the Orderer or to place the order for shipment. The shipment shall be carried out
in the name, for the account and at the risk of the Orderer. VIDEOR is entitled to charge freight
cost flat rates in order to cover the freight costs.
7.2. If the Orderer is in arrears with
the acceptance of the delivery for longer than 2 weeks from receipt of the report that the goods are
available VIDEOR can set the Orderer an extended deadline of 8 days in writing. After the
unsuccessful expiry of the extended deadline VIDEOR is entitled to rescind the contract by a written
declaration and/or to request damages instead of the performance. If VIDEOR requests damages instead
of the performance this shall amount to 20% of the price of the objects of the deliveries. Both
parties reserve the right to prove higher or lower damages.
7.3. The risk, also that of
accidental loss or accidental deterioration of the objects of the deliveries, shall pass to the
Orderer after expiry of the deadline for provision and in the event of the shipment with the
hand-over to the transport service provider, no later however than when the goods leave the delivery
warehouse of VIDEOR, irrespective whether the shipment is carried out from the place of performance
or is carriage paid.
7.4. The objects of the deliveries are to be inspected by the Orderer
without delay for completeness, compliance with the delivery documents and the order as well as for
defects. Recognisable deviations and defects are to be asserted in writing without delay. If no
complaint is made within 7 days from receipt of the delivery by the Orderer then the delivery shall
be deemed as per contract, unless the deviation was not recognisable despite a careful inspection.
Recognisable transport damages and/or shortfalls in quantities, which are recognisable upon
delivery, are to be noted on the confirmation of receipt of the transport service provider pursuant
to Section 438 HGB. The Orderer will note the shortfalls in quantities respectively the type of
damage and the name of the employee of the transport service provider on the confirmation of receipt
and have the conditional acceptance of the shipment confirmed by the employee of the transport
service provider by the signature on the confirmation of receipt. In case of recognisable transport
damages the Orderer will continue to document the damages with photos of the unopened shipment. If
the Orderer determines damages to the objects of the delivery during the following inspection, the
Orderer will contact the transport service provider directly for the claims adjustment by adhering
to the deadlines that are to be adhered to pursuant to the website information of the transport
service provider. Alternatively, the Orderer can refuse to accept the shipment directly upon receipt
of the shipment. In case of hidden transport damages these are to be reported by the Orderer
directly to the transport service provider within 7 days. A return of the damaged goods respectively
shipment shall require the prior consent of VIDEOR. At the discretion of the transport service
provider respectively of VIDEOR an inspection of the shipment by an expert at the place of delivery
can be requested. The claims adjustment shall be carried out by coordination between the transport
service provider and VIDEOR.
7.5. The Orderer may not refuse acceptance of deliveries because
of insignificant defects.
8. Material defects
With the existence of a manufacturer’s guarantee the Orderer undertakes to seriously attempt to
assert the manufacturer’s guarantee claims against the manufacturer out-of-court before asserting a
claim against VIDEOR. VIDEOR will support the Orderer with the assertion of the manufacturer’s
guarantee claims. The warranty claims of the Orderer shall otherwise remain unaffected.
The assertion of rights of the Orderer due to defects shall presume that it has properly satisfied
its responsibilities to carry out an inspection and to report defects. Reports of defects of the
Orderer have to be carried out in writing without delay, no later however than within 7 days from
discovery of the defects. They are to be reported to VIDEOR in a comprehensible and detailed form by
stating all information that is useful for the recognition and analysis of defects. This information
in particular has to include the work steps, which led to the occurrence of the defect, the form of
appearance as well as the implications of the defect. The corresponding forms and procedures of
VIDEOR are to be used for this purpose.
8.3. The Orderer will support VIDEOR with the
examination and the assertion of claims against third parties in connection with the deliveries to a
reasonable extent upon request.
8.4. All of those objects of the deliveries, which feature a
material defect, if its cause existed at the time when the risk was passed already, are to be
subsequently improved, to be delivered new or rendered new free of charge at the choice of VIDEOR.
In case of new delivery or provision the replaced objects of the deliveries shall become the
property of VIDEOR and are to be handed over by the Orderer to VIDEOR.
8.5. Claims for
subsequent fulfilment shall become statute-barred in 12 months from the statutory start of the
statute-of-limitations, the same shall apply to rescission and reduction. This deadline shall not
apply if the law pursuant to Section 438 (1) No. 2 and 634a (1) No. 2 BGB stipulates
longer deadlines, with wilful intent, malicious concealment of the defect as well as in case of the
non-compliance with an explicit written guarantee of a condition. Claims for reimbursement of
expenses of the Orderer pursuant to Section 445a shall also become statute-barred in 12 months
from the start of the legal statute-of-limitations, presuming the last contract in the supply chain
is no purchase of consumer goods. No recognition of the defect is to be seen in the processing of a
defect report of the Orderer by VIDEOR. The processing of a defect report shall only lead to the
inhibition of the statute-of-limitations, if the statutory prerequisites exist for this purpose. A
new start of the statute-of-limitations shall not occur hereby. This shall also apply if VIDEOR
carries out a subsequent fulfilment (subsequent improvement or substitute delivery) following a
defect report of the Orderer. A subsequent improvement can exclusively have an influence on the
statute-of-limitations of the defect that triggers off the subsequent improvement. The rights of the
Orderer pursuant to Sections 478, 479 BGB as well as the statutory regulations regarding the
inhibition of expiry, inhibition and new commencement of the deadlines shall remain
8.6. With the delivery of used objects of the deliveries warranty claims of the
Orderer are excluded on the whole according to Section 437 BGB. This shall not apply to claims
for damages, which are caused by wilful intent or gross negligence as well as with the injury to
life, body and the health, which are a result of a wilful or grossly negligent breach of obligations
8.7. In case of claims due to defects payments of the Orderer may be withheld in a
volume, which is in a reasonable relation to the occurred material defects. A right of retention of
the Orderer shall not exist if its claims due to defects have become statute-barred.
VIDEOR is to be granted the opportunity for subsequent fulfilment within a reasonable
8.9. If the subsequent fulfilment fails the Orderer can, irrespective of possible
claims for damages, rescind the contract or reduce the remuneration.
8.10. If the Orderer
rescinds the contract owing to an improper delivery of VIDEOR and/or can request damages instead of
the service or claims such damages, it will, at the request of VIDEOR, declare in writing within a
reasonable set deadline whether it shall assert these rights or will continue to request provision
of the service. In the event of rescission the Orderer has to reimburse VIDEOR the value of
previously existing possibilities for use, the same shall apply to deteriorations due to use as
8.11. Claims due to defects shall not exist in case of a merely insignificant
deviation from the agreed condition, in case of a merely insignificant impairment to the usability,
with natural wear and tear or damages, which are caused after the transfer of the risk as a result
of incorrect or negligent handling, excessive use, unsuitable operating resources, faulty
construction work, unsuitable building foundation or that are caused by special external influences,
which are not presumed according to the contract, as well as with non-reproducible software errors.
If improper changes, installation/dismantling or repair work are carried out by the Orderer or by
third parties, no claims due to defects shall exist either for these and the thus ensuing
8.12. If the Orderer is intending to install or affix the objects of the
deliveries it has the responsibility when the goods are received already to check the properties of
the objects of the deliveries, which are decisive for the installation or the affixation and the
subsequent use as intended and to report possible defects to VIDEOR without delay, insofar as an
examination of these properties is deemed reasonable according to the type and condition of the
objects of the deliveries at this time. If the report of defects is not carried out with regard to
the stated properties despite the examination being deemed reasonable, the objects of the deliveries
shall insofar be deemed as approved. In this case the Orderer shall not be entitled to defect rights
with regard to such defects. If, in the event of an installation or affixation of the objects of the
deliveries, the Orderer fails to check the external and internal properties of the objects of the
deliveries, which are decisive for this purpose and for the subsequent use as intended, before the
installation or affixation, it shall act gross negligently. In this case it can only assert rights
due to defects with regard to these properties if the relevant defect is maliciously concealed or a
guarantee has been assumed for the condition of the object by VIDEOR. If the Orderer has installed
the objects of the deliveries, which were defective when the risk was passed, in another object in
accordance with their type and their intended use or affixed these to another object, it can only
request reimbursement of expenses from VIDEOR pursuant to Section 439 (3) BGB for the removal
of the defective goods and the installation or the affixation of the subsequently improved or
delivered fault-free goods according to the following provisions. Only those dismantling and
installation costs are necessary pursuant to Section 439 (3) BGB, which relate to the
dismantling and installation respectively the affixation of identical products, that were incurred
based on customary conditions and are proven to VIDEOR by the Orderer by the submission of suitable
receipts at least in a text form. A right to advance payment of the Orderer for dismantling and
installation costs is excluded. Neither is the Orderer permitted to unilaterally offset claims for
the reimbursement of expenses for dismantling and installation costs without the consent of VIDEOR
against receivables or other claims of VIDEOR. If the expenses asserted by the Orderer pursuant to
Section 439 (3) BGB for the subsequent fulfilment, are disproportionate in an individual case,
in particular in relation to the price of the objects of the deliveries in a fault-free condition
and by taking the significance of the condition in breach of the condition into consideration,
VIDEOR is entitled to refuse the reimbursement of expenses. Disproportionality exists in any case if
the expenses asserted pursuant to Section 439 (3) BGB exceed a value in the amount of 150% of
the price of the objects of the deliveries in a fault-free condition or 200% of the reduction in
value of the objects of the deliveries due to defects.
8.13. Claims of the Orderer owing to
the expenses necessary for the purpose of the subsequent fulfilment, in particular transport, route,
labour and material costs, are excluded to the extent that the expenses are increased, because the
object of the delivery has been subsequently taken to another location than the Orderer’s branch,
unless the transport to another location corresponds with its use as intended. This shall apply
accordingly to claims for reimbursement of expenses of the Orderer pursuant to Section 445a
BGB, presuming the last contract in the supply chain is not the purchase of consumer goods.
Claims for recourse of the Orderer against VIDEOR pursuant to Section 445a BGB shall only exist
if the Orderer has not reached any agreements with its buyers that go beyond the statutory claims
due to defects.
8.15. Claims for damages of the Orderer owing to a material defect are
excluded. This shall not apply in case of malicious concealment of a defect, with the non-compliance
with a guarantee of condition, with the injury to life, body or the health and in case of a wilful
or grossly negligent breach of obligation by VIDEOR. The aforementioned regulations do not involve a
change in the burden of proof for the disadvantage of the Orderer. Further or other claims of the
Orderer owing to a material defect are excluded.
8.16. VIDEOR can invoice the Orderer for
expenses incurred within the scope of the processing of reports of defects, insofar as VIDEOR
conducts work owing to a report of defects by the Orderer, without a defect existing, unless the
Orderer could not recognise with a reasonable amount of work that no defect existed or a defect
reported by the Orderer is not reproducible or otherwise verifiable as a defect by the Orderer, or
additional work is required because of the improper fulfilment of the Orderer’s obligations.
9. Offsetting and retention of
receivables, assignment of claims
right to offset or retention of the Orderer is excluded unless its counter-claims are undisputed by
VIDEOR or have been declared final and binding.
9.2. The assignment of all claims of the
Orderer against VIDEOR from the business relationship shall require the written consent of VIDEOR in
order to be valid.
event of returns these are to be sent by the Orderer carriage paid to VIDEOR E. Hartig GmbH,
Carl-Zeiss-Straße 8, 63322 Rödermark. Returns will be accepted subject to our examination. Returns
can only be processed by VIDEOR if the Orderer applies for a return shipment number at VIDEOR before
returning the goods and this number was issued by VIDEOR the returns form made available by VIDEOR
and completed by the Orderer in full is enclosed with the return shipment. Information relating to
the request of return shipment numbers is available under www.videor.com/warenruecksendung. The issue
of a return shipment number by VIDEOR does not mean a recognition of a defect or any other complaint
of the Orderer. The risk for the return shipment shall be borne by the Orderer. Reasonable return
shipment costs in case of defective objects of the deliveries will only be reimbursed by VIDEOR if
these exceed 5% of the price invoiced to the Orderer by VIDEOR of the returned objects of the
deliveries. The rights of the Orderer from Section 478 (2) BGB shall remain unaffected. In case
of returns for which the Orderer is responsible, in particular in the event of the refusal of
acceptance, VIDEOR reserves the right to invoice the Orderer a flat rate for return to storage.
11. Industrial property rights
and copyrights, defects of title
a rule, industrial property rights and copyrights exist to the objects of the deliveries as well as
corresponding documents (hereinafter: Property Rights) of manufacturers and licensors. Property
right notices may not be changed, covered or removed by the Orderer. The Orderer undertakes to
inform its customers of property rights and licence terms and conditions, in particular of
restrictions contained therein.
11.2. Insofar as not otherwise agreed in writing VIDEOR is
obliged to merely carry out the delivery in the country of the place of delivery without a breach of
property rights. Insofar as a third party asserts justified claims against the Orderer owing to the
infringement of property rights through deliveries provided by VIDEOR, which are used as per
contract, VIDEOR shall be liable towards the Orderer within the deadlines determined in Article 8.5.
a) VIDEOR shall, at its choice and at its costs, either obtain a right of use for
the relevant deliveries, change these so that the property right is not infringed or replace these.
If this is not possible for VIDEOR at reasonable conditions, the Orderer shall be entitled to the
statutory rights of rescission or reduction.
b) The obligation of VIDEOR to pay damages is
oriented to Article 14.
c) The aforementioned obligations for VIDEOR shall only exist insofar
as the Orderer informs VIDEOR of the claims asserted by third parties in writing without delay, does
not recognise an infringement and the right is reserved for VIDEOR to take all defence measures and
conduct settlement negotiations. If the Orderer discontinues the use of the delivery for reasons to
minimise damages or for other good cause, it undertakes to inform the third party that the
discontinuation of the use does not represent any recognition of an infringement of property
11.3. Claims of the Orderer are excluded insofar as it is responsible for the
infringement of property rights.
11.4. Claims of the Orderer are furthermore excluded insofar
as the property right infringement is not caused by special stipulations of the Orderer, by an
application that was not foreseeable for VIDEOR or by the fact that the delivery is changed by the
Orderer or is used together with hardware and software that was not delivered by VIDEOR.
In the event of infringements of property rights incidentally the provisions of Articles 8.7., 8.8.,
8.13., 8.14. shall apply accordingly for the claims of the Orderer regulated in Article 11.2.
11.6. With the existence of other defects of title the provisions of Article 8 shall
11.7. Further or other claims of the Orderer than those regulated in this
Article against VIDEOR and its vicarious agents owing to a defect of title are excluded.
12. Reservation of
fulfilment of the contract is subject to the reservation that this is not opposed by any impediments
owing to national, EU or international, in particular US provisions, laws, directives and
regulations, to be applied to the delivery, as well as no embargos or other sanctions. The Orderer
undertakes to provide all information and documents, which are required for the export, transport or
13. Impossibility, contract
Insofar as the delivery is impossible, the Orderer is entitled to request damages, unless VIDEOR is
not responsible for the impossibility. However, the Orderer’s claim for damages shall be limited to
10% of the value of that part of the delivery, which cannot be used purposefully owing to the
impossibility. This restriction shall not apply insofar as liability is assumed in cases of wilful
intent, gross negligence or owing to the injury to life, body or the health. A change in the burden
of proof for the disadvantage of the Orderer is not associated herewith. The right of the Orderer to
rescission of the contract shall remain unaffected.
13.2. Insofar as events within the
meaning of Article 6.8 a) to c) substantially change the commercial significance or the content of
the delivery or have a substantial impact on the business operation of VIDEOR, the contract will be
adjusted to a reasonable extent by complying with good faith. Insofar as this is not economically
viable VIDEOR shall be entitled to the right to rescind the contract. The same shall apply if
necessary export permits are not granted or are not usable. If VIDEOR intends to exercise this right
of rescission then VIDEOR has to report this to the Orderer without delay after having knowledge of
the extent of the event, also if an extension to the delivery time was initially agreed with the
14. Other claims for damages
Insofar as not otherwise regulated in these General Terms of Sale, claims for damages of the
Orderer, no matter for what legal grounds, in particular owing to a breach of obligations from the
contractual relationship and from illicit act are excluded.
14.2. This shall not apply
insofar as liability is assumed as follows:
a) according to the German Product Liability Act,
in case of wilful intent,
c) in case of gross negligence of owners, legal representatives or
d) in case of malicious intent,
e) with the non-compliance with an assumed
f) owing to the culpable injury to life, body or the health, or
g) owing to
the culpable breach of essential contractual obligations.
The claim for damages for the
breach of essential contractual obligations is however limited to the typical contractual,
foreseeable damages, insofar as not another one of the aforementioned cases exists.
claims for damages of the Orderer, no matter for what legal grounds, shall become statute-barred
with the expiry of the statute-of-limitations applicable for claims for material defects pursuant to
Article 8. In cases of the injury to life, body or the health, with wilful intent or gross
negligence as well as with claims for damages according to the German Product Liability Act the
legal statute-of-limitation regulations shall apply.
14.4. The Orderer undertakes to report
possible damages, for which VIDEOR has to pay, in writing without delay or to have these recorded by
the authorised agent of VIDEOR.
14.5. A change to the burden of proof for the disadvantage of
the Orderer is not associated with the aforementioned regulations.
15. Export, import
The objects of the deliveries will be delivered by VIDEOR by complying with the currently valid
German and EU provisions, laws, directives and regulations as well as, with objects of the
deliveries imported from the USA, the currently valid US export provisions.
15.2. Objects of
the deliveries delivered by VIDEOR are determined for use and for remaining in the country of the
place of delivery. If the Orderer is intending to re-export the objects of the deliveries delivered
by VIDEOR to the Orderer, the Orderer is obliged to comply with the national, EU and international,
in particular US provisions, laws, directives and regulations. The re-export of the objects of the
deliveries delivered by VIDEOR to the Orderer, whether unchanged or integrated into systems, by the
Orderer contrary to these provisions is forbidden.
15.3. The Orderer will comply with and
adhere to the national, EU and international, in particular US provisions, laws, directives and
regulations, which are to be applied for the export and import, at its own responsibility. The
Orderer will furthermore process statutory or official procedures in connection with cross-border
deliveries at its own responsibility and its own costs.
15.4. The Orderer is responsible for
independently informing itself about the respective valid national, EU and international, in
particular US provisions, laws, directives and regulations for the export and import. The Orderer
furthermore bears its own responsibility for obtaining the permits necessary for the export and
import from the responsible authorities before the export or import and at its own costs. This shall
apply irrespective whether the Orderer notifies VIDEOR of the final place of destination of the
objects of the deliveries. There are no information obligations for VIDEOR.
15.5. With each
further delivery of objects of the deliveries by the Orderer to third parties, with and without the
knowledge on the part of VIDEOR, a simultaneous assignment of the export permit conditions is a
prerequisite. The Orderer will be liable in full in case of non-compliance.
15.6. A direct or
indirect further delivery of the objects of the deliveries delivered by VIDEOR to the Orderer in
countries, which are subject to a national, EU or international embargo or other sanctions, or to
natural persons or legal entities of these countries as well as to natural persons or legal
entities, which are on national, EU or international prohibition lists, is forbidden for the Orderer
without a prior procurement of the corresponding official permits. Furthermore, the Orderer is
forbidden from a direct or indirect further delivery of objects of the deliveries to natural persons
or legal entities, which are all connected with the support, development, production or use of
chemical, biological or nuclear weapons of mass destruction.
16. Data protection
the event of the processing of personal data of the respective other party VIDEOR and the Orderer
undertake to comply with the applicable data protection laws, in particular the Federal Data
Protection Act and the EU General Data Protection Regulation.
16.2. If VIDEOR processes
personal data as a contract data processor by order of the Orderer as data controller within the
scope of deliveries, VIDEOR and the Orderer undertake to conclude an agreement regarding the
contract data processing pursuant to Article 28 of the EU General Data Protection Regulation. The
same shall apply in the vice versa case.
16.3. The privacy statement of VIDEOR is available
Enquiries or requests in this respect are to be addressed to firstname.lastname@example.org.
17. Place of performance, place
of jurisdiction, applicable law
The place of performance for all obligations from the contractual relationship is Rödermark.
The sole place of jurisdiction with all lawsuits arising directly or indirectly from the contractual
relationship is Frankfurt am Main. VIDEOR is however also entitled to file action against the
Orderer at its registered seat.
17.3. This contract including its interpretation is subject
to German law under the exclusion of the Convention of the United Nations on Contracts for the
International Sale of Goods (CISG).
18. Binding nature of the
contract shall also remain binding in its other parts with the legal invalidity of individual
provisions. This shall not apply if the adherence to the contract would represent an unreasonable
hardship for one contractual party.