Terms and Conditions – General Terms and Conditions of Delivery
As of 07/19
Section 1 Validity
(1) All deliveries, services and offers of the Kapraun test service for measuring plates (hereinafter
“Contractors”) are based exclusively on these General Terms and Conditions of Delivery. These are
part of all contracts that the Contractor has with its contractual partners (hereinafter
“Contractor”) on the goods or services offered by him. They also apply to all
future deliveries, services or offers to the Customer, even if they are not
(2) Terms and conditions of the client or third parties shall not apply, even if the
contractor does not object to their validity separately in individual cases. Even if the contractor
refers to a letter that sets out the terms and conditions of the client or a third party
or refers to such, there is no agreement with the validity of those
§ 2 offer and conclusion of contract
(1) All offers of the Contractor are subject to change and are non-binding, unless they are expressly
marked as binding or contain a specific acceptance period. Orders or
The Contractor may accept orders within fourteen (14) days of receipt.
(2) The legal relationship between the contractor and the client is solely relevant to the
contract concluded in writing, including these General Terms and Conditions of Delivery. This gives all
agreements between the contracting parties on the subject matter of the contract. Oral
Commitments of the Contractor prior to the conclusion of this contract are legally non-binding and
verbal agreements of the Contracting Parties shall be replaced by the written contract, provided that the
expressly from them that they continue to apply in a binding manner.
(3) Supplements and amendments to the agreements made, including these General
Terms of delivery require a separate agreement in order to be effective. With the exception of
Managing directors or authorized representatives are not entitled to the employees of the contractor,
to make oral agreements that deviate from the written agreement.
(4) Information provided by the Contractor on the subject matter of the supply or service (e.g. weights, dimensions,
utility values, load-bearing capacity, tolerances and technical data) as well as our representations
of the same (e.g. drawings and illustrations) are only approximate unless the
usability for the contractually intended purpose requires an exact conformity. You
are not guaranteed characteristics, but descriptions or markings of the
Delivery or service. Commercial deviations and deviations that are due to legal
regulations or constitute technical improvements are permitted insofar as they comply with the
use for the contractually intended purpose.
(5) The Contractor retains ownership or copyright to all
offers and cost estimates as well as drawings made available to the client,
Illustrations, calculations, brochures, catalogues, models, tools and other documents
and aids. The client may use these items without the express consent of the
contractor, neither as such nor in content, make them available to third parties, make them known,
or by third parties. At the request of the Contractor, he shall:
return the items in full to the to the tothe and destroy any copies that may have been made if:
they are no longer needed by him in the proper course of business or if:
negotiations do not lead to the conclusion of a contract. Excluded from this is the
Storage of electronically provided data for the purpose of normal data backup.
Section 3 Prices and Payment
(1) The prices are valid for the service and performance listed in the order confirmations.
Scope of delivery. Additional or special services will be charged separately. Understand the prices
eur ex works plus Packaging, statutory value added tax, customs duties on export deliveries
fees and other public charges.
(2) If the prices valid at the time of delivery or service differ from the prices at the time of delivery or performance.
conclusion of the contract valid price and are between the conclusion of the contract and the delivery or
performance date of more than four (4) months, the Contractor shall be entitled to pay the
3. Invoice amounts shall be paid within thirty days without any deduction, unless
otherwise has been agreed in writing. The date of payment shall be the date of receipt at the
Contractor. Payment by cheque is excluded, unless it is
agreed upon. If the client does not pay at the due date, the outstanding amounts shall be
Date of maturity at 9% p.a. interest rate above the base rate; the assertion of higher interest rates
and further damages in the event of delay shall remain unaffected.
(4) Set-off with counterclaims of the client or the retention of payments
because of such claims is only admissible if the counterclaims are undisputed or legally binding
or result from the same order under which the delivery in question is made.
(5) The Contractor is entitled to provide outstanding deliveries or services only against
prepayment or security or security if it has been paid after the completion of the
circumstances that substantially affect the creditworthiness of the client.
and by which the payment of the contractor’s outstanding claims is
by the client from the respective contractual relationship (including other
contracts to which the same framework contract applies).
Section 4 Delivery and delivery time
(1) Deliveries are made ex works.
(2) Deadlines and deadlines for deliveries and services promised by the Contractor shall apply
only approximate, unless a fixed deadline or a fixed deadline has been expressly agreed
or agreed. If dispatch has been agreed, delivery times and delivery dates relate to
at the time of handover to the forwarding agent, carrier or otherwise with the transport
contracted third parties.
(3) Without prejudice to his rights as a result of default on the part of the Client, the Contractor may
the customer may extend delivery and performance periods or postpone the
delivery and performance dates by the period during which the customer
contractual obligations towards the Contractor.
(4) The Contractor shall not be liable for impossibility of delivery or for delivery delays, insofar as
due to force majeure or other unforeseeable at the time of conclusion of the contract.
events (e.g. malfunctions of all kinds, difficulties in the procurement of materials or energy,
delays in transport, lack of manpower, energy or raw materials, difficulties in
procurement of necessary regulatory approvals, regulatory measures or the
failure to deliver properly or in time by suppliers).
which the Contractor is not responsible for. Insofar as such events are
make delivery or performance significantly more difficult or impossible and not only make the disability
temporary, the Contractor is entitled to withdraw from the contract. near
Temporary obstacles extend or postpone delivery or performance periods
delivery or performance dates around the period of disability plus an appropriate
Start-up time. Insofar as, as a result of the delay, the customer has not been able to accept the delivery or service of the
is not to be expected, he may, by immediate written declaration to the Contractor,
withdraw from the contract.
(5) If the Contractor is in default of a delivery or service or is given a delivery
performance, for whatever reason, is impossible, the Contractor’s liability shall be based on
compensation in accordance with Section 8 of these General Terms and Conditions of Delivery.
Section 5 Place of performance, shipping, packaging, transfer of risk, acceptance
(1) The place of performance for all obligations arising from the contractual relationship shall be the registered office of the
contractor, unless otherwise specified.
(2) The method of shipment and the packaging shall be subject to the dutiful discretion of the
(3) The risk shall be at the latest with the handover of the delivery item (whereby the commencement of the
loading process) to the forwarding agent, carrier or otherwise for the execution of the
dispatch of certain third parties to the client. If the shipment or the
surrender as a result of a circumstance the cause of which lies with the client, the risk is depleted by the
the day after the customer, on which the delivery item is ready for dispatch and the
contractor has reported this to the client.
(5) The shipment shall be made by the Contractor only at the express request of the Client and on
costs against theft, breakage, transport, fire and water damage or other
(6) Insofar as acceptance is to take place, the goods or services shall be deemed to have been accepted if:
• the delivery or service has been completed,
• the Contractor shall do so to the Client, with reference to the acceptance fiction in accordance with this
5 (6) and has asked him to accept the
• since delivery or service fourteen
working days or the customer has started using the goods or services
• the client will not accept the acceptance within this period for any reason other than
a defect notified to the Contractor that may affect the use of the goods or services
impossible or has been significantly impaired.
Section 6 Warranty, Material Defects
(1) The warranty period is one year from delivery or, if acceptance is required,
from acceptance. This period does not apply to claims for damages by the client arising from the
injury to life, body or health, or for intentional or grossly negligent reasons for
breaches of duty by the Contractor or its vicarious agents, which are
statutory provisions are time-barred.
(2) The delivered goods and services must be delivered immediately after delivery to the
the client or to the third party designated by him. They apply with regard to:
obvious defects or other defects that may be identified in the event of an immediate, careful investigation of the
would have been recognisable as approved by the contracting authority if the contractor had not
a written notification of defects will be received immediately after delivery. With regard to other defects, the
the delivered goods and services as approved by the customer if the
notification of defects does not immediately reach the Contractor in writing after the date on which the
the lack showed; the defect in normal use was already at an earlier stage
however, that earlier date is decisive for the commencement of the period for complaint. on
The contractor’s request is the goods complained of to the contractor free of charge
Return. In the event of justified notification of defects, the contractor shall reimburse the costs of the most favourable
shipping route; this does not apply if the costs increase because the delivery item is connected to a
place other than the place of use as intended.
(3) In the event of material defects in the goods or services rendered, the Contractor shall be
the choice to be made within a reasonable period of time, first of all for the rectification or
replacement delivery is obliged and justified. In the event of failure, i.e. the impossibility of
unreasonableness, refusal or unreasonable delay in rectification or
replacement delivery, the customer may, in accordance with the statutory provisions, be
or reduce the purchase price appropriately.
(4) If a defect is due to the fault of the contractor, the contracting entity may, in accordance with
of the statutory provisions and under the conditions specified in Section 8 of the
(5) The warranty shall be waived if, without the consent of the contractor, the
goods or services rendered are modified or changed by third parties and the
this makes it impossible or unreasonably difficult to rectify defects. In any case, the
the customer shall bear the additional costs of rectification of defects resulting from the change.
(6) A delivery of used goods agreed with the customer in individual cases takes place
to the exclusion of any warranty for material defects.
Section 7 Intellectual Property Rights
(1) In accordance with this Section 7, the Contractor shall be responsible for ensuring that the delivered goods or the
provided is free of industrial property rights or copyrights of third parties. Each
Contractual Partner will immediately notify the other Contractual Partner in writing if he/she
claims for the violation of such rights.
2. In the event that the delivered goods or the service rendered have an industrial property right or
copyright of a third party, the Contractor shall, at its discretion and at its own expense,
modify or replace the delivered goods or the service rendered in such a way that no rights are
more breaches of third parties, but the delivery item continues to meet the contractually agreed
functions, or the client by concluding a license agreement with the third party to
right of use. If the Contractor succeeds in doing so within a reasonable period of time,
the customer is entitled to withdraw from the contract or to pay the purchase price appropriately to the
to reduce the Any claims for damages by the client are subject to the restrictions
Section 8 of these General Terms and Conditions of Delivery.
(3) In the event of infringements by products supplied by other manufacturers supplied by the Contractor, the
contractors, at its discretion, to assert its claims against the manufacturers and suppliers of
invoice of the client or assign it to the client. Claims against
contractors shall only exist in such cases in accordance with this Section 7 if the judicial
Enforcement of the above claims against manufacturers and suppliers without success
or, e.g. due to insolvency, is hopeless.
Section 8 Liability for damages due to fault
(1) The Contractor’s liability for damages, regardless of the legal basis,
in particular due to impossibility, delay, defective or incorrect delivery, breach of contract,
breach of obligations in contract negotiations and tort, insofar as it is
depends on any fault, in accordance with this Section 8.
(2) The Contractor shall only be liable for any damages incurred insofar as this is due to a breach of a
essential contractual obligation or to intentional or grossly negligent conduct of the
contractor, its legal representatives or vicarious agents are based on the
(3) In the event of a slightly negligent breach of a material contractual obligation, the liability of the
contractor to the foreseeable damage typical of the contract. A significant
Contractual obligation is given in the case of obligations the fulfilment of which the proper implementation of the
contract is only possible or on whose compliance the client has and also trusts
was allowed to do so.
(4) The above disclaimers and limitations apply to the same extent
for the benefit of the institutions, legal representatives, employees and other vicarious agents of the
(5) Insofar as the contractor provides technical information or acts in an advisory capacity and that such information is
or advice do not belong to the contractually agreed scope of services owed by him,
this is done free of charge and to the exclusion of any liability.
(6) The limitations of this Section 8 do not apply to the Liability of the Contractor due to
intentional conduct, for guaranteed characteristics, for injury to life,
health or according to the Product Liability Act.
Section 9 Retention of title
The Contractor retains ownership of the delivered goods and services provided up to
for the full payment of all current claims arising from the contract.
§ 10 Final provisions
(1) If the contracting entity is a merchant, a legal entity under public law or a special fund under public law, or if it has no general
place of jurisdiction, the place of jurisdiction for all disputes arising from the business relationship shall be
between the Contractor and the Contractor at the choice of the Contractor
registered office or the registered office of the client. In such cases, for actions against the Contractor,
its place of business is the exclusive place of jurisdiction. Mandatory legal provisions
on exclusive jurisdictions remain unaffected by this provision.
(2) The relations between the contractor and the contracting entity are exclusively subject to
the law of the Federal Republic of Germany. The United Nations Convention on
Contracts for the international sale of goods of 11.4.1980 (CISG) does not apply.
(3) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, the
in order to fill these gaps, those legally effective rules that have the right to
contracting parties in accordance with the economic objectives of the contract and the purpose of these
would have agreed on general terms of delivery if they had known the loophole.