a) All deliveries and services are subject to these conditions
as well as any separate contractual agreements.
Deviating purchasing conditions of the customer are also
not accepting the contract through acceptance of the order A contract is coming
- in the absence of a special agreement - with the written one
Order confirmation from KMW.
b) KMW retains samples, cost estimates,
Drawings etc. Physical and non-physical information
- also in electronic form - property rights and copyrights;
they may not be made accessible to third parties. KMW
undertakes to be designated as confidential by the customer
Information and documents only with the consent of third parties
to make it accessible.
a) In the absence of a special agreement, the prices apply ex works,
excluding packaging. The comes at the prices
VAT in the respective statutory amount.
b) In the absence of a special agreement, payment is without everyone
Deduction a ’account to KMW, namely:
1/3 down payment after receipt of the order confirmation,
2/3 after delivery
c) The right to withhold payments or with counterclaims
The purchaser is only entitled to offset to the extent that his
Counterclaims are undisputed or legally established.
3. Terms of delivery
a) The delivery time results from the agreements of the
Parties. Compliance with KMW requires that
all commercial and technical questions between the
Contracting parties have been clarified and the purchaser is responsible for all of them
Commitments such as Teaching the required
official certificates or permits or the
Performance of a down payment. If this is not the case, then
the delivery time is extended accordingly. This does not apply as far
KMW is responsible for the delay.
b) Compliance with the delivery period is more correct under the reservation
and timely delivery
c) The delivery period is met if the delivery item is up to
their expiry has left the KMW factory, is except for
justified refusal of acceptance - the acceptance date
decisive, in the alternative, the notification of readiness for acceptance.
d) Will the dispatch or acceptance of the delivery item
will be delayed for reasons for which the customer is responsible
him, starting one month after reporting the shipping or
Willingness to accept, the result of the delay. Cost calculated.
e) Failure to comply with the delivery time due to force majeure
Labor disputes or other events outside the
KMW's sphere of influence is to be attributed, so extended
the delivery time is reasonable. KMW will provide the customer with the
Communicate the beginning and end of such circumstances as soon as possible.
f) The customer can withdraw from the contract without setting a deadline,
if KMW finalizes the entire service before transfer of risk
becomes impossible. The customer can also withdraw from the contract
withdraw if part of an order is executed
delivery becomes impossible and he has a legitimate interest in
the rejection of the partial delivery. If this is not the case, then it has
the purchaser agrees to the contractual price for the partial delivery
numbers. The same applies to the inability of KMW. Otherwise applies
Section 7 b.
Occurs the impossibility or inability during the
Delay in acceptance or is the customer for these circumstances
alone or largely responsible, he remains
g) If KMW is in default and the purchaser grows from this
demonstrable damage, he is entitled to a flat rate
To demand compensation for delay. It is full for each
Week of delay 0.5%, but in total no more than 5% from
Value of that part of the total delivery that is the result of the
Delay not used in time or not in accordance with the contract
The customer grants the defaulting supplier
Taking into account the legal exceptional cases - one
reasonable deadline for performance and the deadline is not met,
the customer is within the scope of the legal regulations
Further claims from delayed delivery are exclusively determined
according to section 7.b of these conditions.
4. Passing of risk, acceptance
a) The risk passes to the customer if the
Delivery item has left the factory, even then,
if partial deliveries are made or KMW still other services
e.g. the shipping costs or delivery and installation
take over. As far as an acceptance has to take place, this is for
decisive for the transfer of risk. It must immediately go to
Acceptance date, alternatively after KMW has reported on the
Acceptance will be carried out. The customer may
Acceptance if there is an insignificant defect
b) If the delivery or acceptance is delayed or omitted
due to circumstances that are not attributable to KMW, the
Danger from the day of notification of the shipping or
Willingness to accept delivery to the customer. KMW committed
to take out insurance at the expense of the customer, which
c) Partial deliveries are permitted insofar as this is reasonable for the customer.
5. Reservation of ownership
a) KMW retains ownership of the reservation clauses until
to fulfill all of us against the customer from the
Claims related to business relationships, including claims arising from
Current account, interest, costs and any
Claims for damages before ("reserved goods"). at
Late payment is entitled to KMW, the reservation clause
withdraw. In the withdrawal or attachment of the
Reservation clause by KMW does not constitute a withdrawal from the contract
unless KMW had expressly declared this in writing. KMW is
after the withdrawal of the reservation clause for its utilization
authorized, the sales proceeds are on the liabilities of the
Buyer - less reasonable utilization costs -
to be counted.
b) The customer is entitled to the reserved goods in the
to sell proper business. otherwise
He is prohibited from dispositions.
c) The buyer's claims from the resale of our
Goods are already in the amount of the value of us
delivered goods assigned to us for security. The buyer is
next to us authorized to collect the claims ourselves for so long,
how he meets his payment obligations, not in
Delayed payment and especially over his assets
no bankruptcy proceedings opened or its opening due to lack
Mass is rejected or payment is suspended. In the
KMW can request the aforementioned cases that the customer us
announces the assigned claims and their debtors,
provides all the information necessary for moving in, the associated information
Handing out documents and the assignment to the debtors (third parties)
d) The purchaser is obliged to take care of the reservation clause
to treat. In particular, he is obliged to do this at his own expense
against fire, water and theft damage sufficient for
To insure replacement value.
e) A pledge or transfer of ownership by KMW
Delivered goods are only after full payment of our
all claims allowed. Garnishments in the
Reserved goods are to be reported to us immediately.
We commit ourselves to the collateral to which we are entitled
The customer's request to be released to the extent that the realizable one
Value of our collateral the claims to be secured by more
than 20%. The selection of the collateral to be released
is the responsibility of KMW.
f) The processing or transformation of the delivered goods by
the customer is always made for us. Will the
Reservation clause with other objects that do not belong to us
processed, we acquire co-ownership of the new item
in the ratio of the value of the reservation clause (final invoice amount,
including VAT) processed to the others
Items at the time of processing. For those through
Incidentally, the processing of things is the same as
for the goods delivered under reservation.
g) Will the reservation clause be shared with others that do not belong to us
Objects are inseparably mixed, so we acquire that
Co-ownership of the new item in relation to the value of the
Reservation clause (final invoice amount, including sales tax)
to the other mixed items at the time of
Mixing. The mixing takes place in such a way that the thing
of the customer is to be regarded as the main thing, it is agreed that
that the customer transfers co-ownership to us proportionately. The
The purchaser keeps the resulting sole or co-ownership for
The customer also joins us with the requirement to secure our
Claims against him by the connection of the delivered
Were grown up with a property against a third party.
KMW provides under for material and legal defects of the delivery
Exclusion of further claims - subject to section 7 -
Guarantee as follows:
a) All those parts are free of charge at the choice of KMW
to repair or to deliver new, which is due to a before
Transfer of risk due to deficient circumstances
out. KMW is the determination of such defects
to report immediately in writing. Replaced parts become property
b) To carry out all that appear necessary for KMW
The customer has to make improvements and replacement deliveries
written communication with KMW the required time and
To give opportunity; otherwise KMW is exempt from liability for
the resulting consequences are released. Only in urgent cases
Threat to operational security or defense
disproportionately large damage, KMW immediately in writing
the purchaser has the right to rectify the defect himself
or have them removed by third parties and replaced by KMW
c) Of those caused by the rectification or replacement delivery
KMW bears the resulting costs - insofar as the complaint turns out to be
justifies - including the cost of the replacement part
shipping and the reasonable costs of shipping and handling
Installation, furthermore, if this is reasonable according to the situation of the individual case
can be requested, the cost of any provision required
of its fitters and assistants.
d) The customer has a within the legal regulations
Right to withdraw from the contract if KMW - below
Taking into account the legal exceptional cases - one for him
set reasonable deadline for rectification or
Replacement delivery unsuccessful due to a material defect
leaves. If there is only an insignificant defect, the customer has the right
only a right to reduce the contract price. The right
otherwise the contract price is excluded.
e) No guarantee is given, in particular in the following cases
Inappropriate or improper use, incorrect assembly
or commissioning by the customer or third parties, natural
Wear, incorrect or negligent handling, not
proper maintenance, unsuitable resources, defective
Construction work, unsuitable building ground, chemical, electrochemical
or electrical influences - unless they are from KMW too
f) If the customer or a third party improperly repairs, there is none
KMW's liability for the resulting consequences. same for
for those made without the prior consent of KMW
Changes to the delivery item.
defects in title
g) If the use of the delivery item leads to injury of
industrial property rights or copyrights in Germany
KMW has the right to the customer at his expense
procure further use or the delivery item in for
reasonably modify the customer in such a way that the
Infringement of property rights no longer exists.
Is this on economically reasonable terms or in
within a reasonable period of time, the customer is entitled to withdraw
authorized by the contract. Under the conditions mentioned
KMW also has the right to withdraw from the contract.
In addition, KMW becomes the customer of uncontested or
legally established claims of the concerned
Exempt property right holder.
h) are KMW's obligations set out in Section 6.g.
subject to Section 7.b in the event of protection or
Final copyright infringement.
They only exist if
- the customer immediately asserts KMW
Informs about protection or copyright infringements,
- the customer KMW to a reasonable extent in defense
of the asserted claims or KMW supports the
Implementation of the modification measures in accordance with
Section 6.g allows
- KMW including all countermeasures
reserved out of court regulations,
- The lack of rights not on the instructions of the customer
- The violation was not caused by the fact that
the customer arbitrarily changed the delivery item
or used in a manner not in accordance with the contract.
a) If the delivery item is the fault of KMW
as a result of neglected or incorrect execution of before or
after conclusion of the contract, suggestions and advice or
by violating other contractual ancillary obligations
- especially instructions for the operation and maintenance of the
Delivery item - not used by the customer in accordance with the contract
may apply, with the exclusion of further claims of the
Buyer the regulations of sections 6 and 7.b accordingly.
b) For damage that did not occur on the delivery item itself
KMW is only liable - for whatever legal reasons
- in case of intent,
- in the event of gross negligence on the part of the owner / organs or
- in the event of culpable injury to life, limb, health,
- in the case of defects that KMW maliciously concealed or whose
- in the event of defects in the delivery item, insofar as
Product Liability Act for personal injury or property damage
privately used objects is liable.
Liability in the event of culpable violation of essential contractual obligations
KMW even in the case of gross negligence by non-executive employees
and in the event of slight negligence, in the latter case on the
contract-typical, reasonably foreseeable damage.
Further claims are excluded.
8. LimitationAll claims of the customer - for whatever legal reasonsalways - expire in 12 months. For willful or fraudulentBehavior and claims under the Product Liability Actthe statutory deadlines apply. They also apply to defects in oneBuilding or for delivery items according to theirusual use for a building were usedand caused its deficiency.
9. Use of software
If software is included in the scope of delivery, the customer
The software supplied is granted a non-exclusive right
including their documentation. It becomes
Use on the intended delivery item
left. Use of the software on more than one system
The customer may only use the software in a legally permissible manner
Reproduce, revise, translate the scope (§§ 69a ff. UrhG)
or convert from the object code to the source code. The
Orderer undertakes to provide manufacturer information - in particular
Copyright notices - not to be removed or without prior notice
to change the express consent of KMW.
10. Applicable law, place of jurisdictiona) For all legal relationships between KMW and the customerthis applies exclusively to legal relationships in GermanyParties mutually applicable law of the Federal RepublicGermany.b) The place of jurisdiction is the court responsible for the seat of KMWin Chemnitz. KMW is however entitled to work at the headquarters of theTo file an action against the purchaser.