Terms and Conditions
CSI GmbH, 59269 Beckum
These terms and conditions apply only to use towards
- natural and legal persons who, when concluding the contract, act in the exercise of their commercial and / or self-employed professional activity and
- legal entities under public law or a special fund under public law.
These general terms and conditions are subject to any other express written agreement in writing. Insofar as such other, explicit, written, individual contractual agreements do not exist, CSI shall not be liable for hardware or software of the delivery item for compatibility with existing parts of the orderer nor for such and / or other advice of the orderer with regard to suitability and usability of the delivery item for the customer owed.
- All deliveries, services and installation services are based on any written individual agreements, in any case these General Terms and Conditions. Deviating and / or supplementary purchasing, assembly and / or terms and conditions of the customer shall not be included in the contract even if the order is accepted by CSI, unless their validity is expressly agreed in writing by CSI. In the absence of any special agreement, a contract is concluded with the written order confirmation from CSI.
- CSI reserves ownership and copyrights to samples, estimates, drawings and similar information of physical and intangible nature, including in electronic form; they may not be made accessible to third parties. CSI undertakes to make information and documents designated as confidential by the customer accessible to third parties only with its consent.
- CSI offers are subject to change. Technical changes and deviations in shape, color and / or weight are reserved within reasonable limits.
- Conclusion of contracts are made on the part of CSI only pending correct and timely delivery by the CSI suppliers. However, this only applies in the event that the non-timely or non-delivery are circumstances not due to CSI, but in any case in congruent coverage business CSI with the CSI supplier. The purchaser shall be informed immediately of the unavailability of the delivery in such cases, the service in return being refunded immediately.
2. Price and Payment
- Unless otherwise agreed, the prices are ex works, including loading at the factory, but excluding packaging, transport and unloading. The prices include VAT in the respective statutory amount.
- Unless otherwise agreed, payment must be made without deduction to CSI’s account.
- The right to withhold payments or set off against counterclaims is only granted to the customer insofar as his counterclaims are undisputed or have been legally established.
- In the event of default, the buyer has to pay interest on the debt at the legal interest rate. CSI reserves the right, however, to prove and assert a higher damage caused by default.
3. Delivery time, delivery delay
- The delivery time results from the agreements of the contracting parties. Compliance by CSI requires that all commercial and technical issues between the parties have been resolved and that the customer has fulfilled all obligations incumbent upon it, such as the provision of required official certificates and / or approvals and / or the payment of a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if CSI is responsible for the delay.
- Compliance with the delivery period is subject to correct and timely delivery. Any delays will be reported by the supplier as soon as possible.
- The delivery period is adhered to if the delivery item has left the CSI factory until its expiration date or the readiness for dispatch has been reported. Insofar as an acceptance has to be made, the acceptance date shall be decisive, except in the case of justified refusal of acceptance, alternatively the notification of readiness for acceptance.
- If the dispatch or the acceptance of the delivery item is delayed for reasons for which the customer is responsible, he will be charged, starting one month after notification of the readiness for dispatch or readiness for acceptance, for the costs incurred due to the delay.
- If the non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the control of CSI, the delivery time shall be extended accordingly. CSI will inform the customer as soon as possible about the beginning and end of such circumstances.
- The customer may rescind the contract without setting a deadline if CSI’s entire performance is rendered impossible before the transfer of risk. In addition, the orderer can withdraw from the contract if the execution of a part of the delivery becomes impossible with an order and he has a legitimate interest in the rejection of the partial delivery. If this is not the case, the customer has to pay the contract price for the partial delivery. The same applies to inability on the part of CSI. For the rest, paragraph 7.2 applies. If the impossibility or inability occurs during the delay in acceptance or if the purchaser is solely or largely responsible for these circumstances, he remains obliged to pay.
- If CSI defaults and if the purchaser incurs damage resulting from this, he is entitled to demand a lump-sum compensation for delay. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which, as a result of the delay, can not be used on time or in accordance with the contract. If the purchaser sets a reasonable deadline for performance vis-à-vis CSI – taking into account the statutory exceptions – after the due date and if the deadline is not met, the purchaser is entitled to withdraw within the framework of the statutory provisions. Further claims arising from default in delivery are exclusively determined in accordance with paragraph 7 of these conditions.
4. Transfer of risk, acceptance
- The risk is transferred to the purchaser if the delivery item has left the factory, even if partial deliveries are made or CSI has also assumed other services, for example the shipping costs or delivery and installation. Insofar as acceptance has to be made, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date or, alternatively, after the CSI notification of readiness for acceptance. The purchaser may not refuse acceptance if there is a non-significant defect.
- If the shipment or acceptance is delayed or omitted as a result of circumstances beyond the control of CSI, the risk shall pass to the customer from the date of notification of dispatch or readiness for acceptance. CSI undertakes to get the insurance the purchaser requires, at his expense.
- Partial deliveries are permissible, insofar as reasonable for the purchaser.
5. Retention of Title
- CSI retains ownership of the delivery item until receipt of all payments under the delivery contract and all outstanding claims arising from ongoing business relationships. The customer must carry out necessary maintenance and / or inspection work at his own expense regularly and treat the delivery item with care.
- The purchaser is entitled to resell the delivery item in the ordinary course of business, but not to pledge it to third parties or to assign it as security. He already assigns to CSI all claims in the amount of the invoice that accrue to him through the resale to third parties. CSI hereby accepts the assignment. Even after this assignment, the customer remains authorized to collect the claim. However, CSI reserves the right to collect the claim itself as soon as the customer fails to duly fulfill his payment obligations to CSI and is in default of payment.
- Processing and or handling by the purchaser shall only be carried out in the name and on behalf of CSI until all outstanding claims of CSI against the purchaser have been settled. However, any liability on the part of the Purchaser for or on the basis of such processing and / or handling in the legal relationship to any third parties involved remains exclusively on the part of the Purchaser, insofar as legally direct liability of CSI is excluded. If processed with non-CSI items, CSI acquires co-ownership of the new item in proportion to the value of the item delivered by CSI to other processed items. The same applies if the delivery item is mixed with other items not belonging to CSI.
- CSI is entitled to insure the delivery item against theft, breakage, fire, water and other damages at the expense of the orderer, unless the orderer has demonstrably taken out the insurance himself.
- The customer may not pledge the goods or transfer them as security. In the event of seizures, consfiscation or other dispositions by third parties, he must notify CSI immediately; the same applies to change of ownership of the goods and in the case of a change of residence or place of business of the customer.
- In case of breach of contract by the purchaser, among other things, in particular in case of default of payment, CSI is entitled to take back the delivery item after default has occurred and the purchaser is obliged to surrender it.
- Due to the retention of title CSI can only demand the delivery item if CSI has previously withdrawn from the contract.
- The application for insolvency proceedings entitles CSI to withdraw from the contract and to demand the immediate return of the delivery item.
6. Warranty and Warranty Claims
- The warranty period is – for new and used items – one year from delivery. This does not apply if the customer has not notified the obvious defect in good time to CSI (hereinafter 6.2 of this provision).
- The customer must report obvious defects within a period of two weeks from receipt of the goods in writing; Otherwise the assertion of warranty claims is excluded. However, the customer bears the full burden of proof for all claims, in particular for the defect itself, for the time of the discovery of the defect and for the timeliness of the complaint.
- CSI provides for defects of the goods initially according to CSI choice, a guarantee by repair or replacement.
- If the customer chooses to withdraw from the contract due to a legal or material defect after failed supplementary performance, he is not entitled to any compensation in connection with the defect. This shall not apply if the damage is due to intentional breach of duty by CSI, gross negligence on the part of the owner (s) / legal guardian or officer, culpable injury to life, limb or health, breach of warranty, circumstances, for which liability is mandatory under the Product Liability Act or is due to the breach of essential contractual obligations (cardinal obligations). For the rest, paragraph 7 of these conditions applies. If the customer chooses compensation for damages after failed supplementary performance, the goods remain with the customer, if this is reasonable for him. The compensation – if it is not excluded under these terms and conditions – is limited to the difference between the purchase price and the value of the defective item. This does not apply if the damage is due to fraudulent breach of contract by CSI. For material and legal defects of the delivery, CSI shall, subject to the exclusion of further claims – subject to paragraph 7 – provide the following:
- Material Defects
- All parts shall be repaired free of charge or replaced free of charge at the discretion of CSI, which shall prove to be defective as a result of a circumstance prior to the transfer of risk. The detection of such defects must be reported to CSI in writing without delay. Replaced parts become the property of CSI.
- Within the scope of the statutory provisions, the purchaser has the right to withdraw from the contract if CSI – taking into account the statutory exceptions – allows a reasonable deadline set for the repair or replacement due to a material defect to elapse fruitlessly. If there is only an insignificant defect, the purchaser is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded. Further claims are governed by paragraph 7.2 of these conditions.
- No warranty is assumed in particular in the following cases: Inappropriate or improper use, faulty installation or commissioning by the customer or third parties, natural wear, faulty or negligent treatment, improper maintenance, unsuitable operating resources, defective construction, unsuitable foundation, chemical, electro-chemical or electrical influences, corrosion, erosion, pitting, as well as damage to seals and / or moving parts, as far as such damage in connection with chemical and / or mechanical stress or the natural aging of the parts are – if they are not to be held responsible by the supplier.
- If the customer or a third party repairs something improperly, there will be no liability on behalf of CSI for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of CSI.
- Deficiency of Title
- If the use of the delivery item leads to the infringement of industrial property rights or copyrights nationally, CSI shall at its own expense procure the right to further use the purchaser or modify the delivery item in a manner reasonable for the purchaser such that the infringement of property rights no longer exists. If this is not possible on economically reasonable terms or within a reasonable time, the customer is entitled to withdraw from the contract. Under these conditions, CSI is also entitled to withdraw from the contract. In addition, CSI will exempt the purchaser from undisputed or legally established claims of the relevant property rights holder.
- CSI’s obligations under paragraph 6.6.1 are, subject to paragraph 7.4, final in the event of a breach of copyright or copyright and exist only if:
- the customer informs CSI without delay of asserted claims for property right violations or copyright violations,
- the customer supports CSI adequately in defending the asserted claims or makes it possible for CSI to carry out the modification measures according to paragraph 6.6.1,
- CSI reserve all defensive measures including out-of-court settlements,
- the defect of title is not based on an instruction of the customer and
- the infringement was not caused by the purchaser having arbitrarily changed the delivery item or used it in a non-contractual manner.
7. Liability on the part of CSI, disclaimers
- If the delivery item can not be used by the customer as a result of a fault on the part of CSI due to the failure or incorrect execution of proposals and consultations made before or after the conclusion of the contract or breach of other contractual secondary obligations – in particular instructions for operation and maintenance of the delivery item – then the provisions of paragraphs 6 and 7.4 apply accordingly to the exclusion of further claims of the customer.
- In order to carry out all rework and replacement deliveries which appear necessary to CSI, the customer shall, after agreement with CSI, give the required time and opportunity; otherwise, CSI is exempt from liability for the consequences thereof. Only in urgent cases of endangering operational safety or preventing disproportionately large damages, whereby CSI is to be informed immediately, the customer has the right to have the defect rectified himself or by third parties and to demand compensation from CSI for the necessary expenses.
- CSI shall bear the costs of the replacement part, including the shipment, of the direct costs incurred as a result of the repair or replacement delivery, insofar as the complaint proves to be justified. CSI also bears the costs of removal and installation, as well as the costs of any necessary provision of the necessary mechanics and auxiliary staff, including travel expenses within the bounds of necessity and as far as the repair for CSI is not unreasonable.
- For damages that have not arisen directly on the delivery and / or assembly item itself, CSI is liable – for whatever legal reason whatsoever – only in the following cases according to the following conditions:
- at wilful intent,
- in the event of gross negligence on the part of its owners / bodies / legal representatives or executives,
- culpable injury to life, body, health,
- in the case of defects that CSI fraudulently concealed or whose absence was guaranteed by CSI,
- in the case of defects of the delivery item, as far as according to product liability law for personal injury or damage to privately used objects liability is involved; CSI is also liable for the culpable breach of essential contractual obligations – even in cases of gross negligence of non-executive employees and in case of slight negligence – culpable violation of essential contractual obligations (cardinal obligations), but only limited to the reasonably foreseeable damage typical for the contract.
- Insofar as CSI’s liability is not required by law, this liability shall cease to apply on the part of CSI, if the customer violates any recited obligations. Equipment supplied by CSI must be regularly checked for operability according to the time intervals specified in the Operation Manual and the given method. The logbook must provide prompt, timely records of these checks, such as if extinguishing is triggered and equipment failures and / or other technical incidences. Insofar as the Buyer violates this, the Customer’s claims – without prejudice to and subject to the provision in paragraph 7.4 – shall be excluded if a damage or an event is connected with such circumstances occurring during regular inspection of the delivery item and documentation related or that could be related to particular technical events that may need to be documented.
- It applies with respect to all compensation obligations of the company CSI: The company CSI has taken out liability insurance. As long as and as far as this insurance contract (also from the current coverage amount) covers the contract-typical risk of damage (also in terms of amount), CSI’s liability – taking into account the usual provisions under no. 7 – is limited to the benefit arising from the insurance. Insofar as the liability insurer, based on the performance due under the insurance contract, should be indemnified for CSI reasons, CSI shall be liable on a subsidiary basis, subject to the above restrictions, in particular paragraph 7.4.
8. The Statute of Limitations
- All claims of the customer – for whatever legal reason – expire in 12 months. For damage claims according to paragraph 7.4.1 to 7.4.5, the statutory periods apply. They also apply to defects in a construction or to delivery items that have been used for a construction in accordance with their customary use and have caused its faultiness.
9. Applicable Law, Jurisdiction
- For all legal relationships between CSI and the purchaser, the law of the Federal Republic of Germany applicable to the legal relationships of domestic parties shall apply exclusively; the provisions of the United Nations Convention on the International Sale of Goods do not apply.
- Jurisdiction is the court responsible for the headquarters of CSI. CSI is however entitled to take legal action optionally also at the customer’s headquarters.