Terms and Conditions

V.OX-TEC GmbH & Co. KG
Fraunhoferstr. 11a
82152 Martinsried
Germany

Telephone: 089 /895605-0
Fax: 089 /895605-19
Email: info@voxtec.de
Website: www.voxtec.de

Chief Executive Officer: Lisa-Maria Bader, Hanns Dobringer
Managing Directors: Lisa-Maria Bader, Hanns Dobringer
Registration Office: Munich District Court
Registration Number: HRA-Nr.: 99562
VAT-ID No.: DE 285050617
Tax No: 148/240/20303

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General Terms and Conditions of
V.OX-TEC GmbH & Co. KG

§ 1 Scope of Validity

The deliveries, services and offers of the aforementioned Company are made exclusively on the basis of these terms and conditions. Any counter confirmations on part of the customer with reference to his business or purchasing conditions are hereby contradicted.

§ 2 Offers and Contract Signing

1. Offers and price quotations contained in brochures, advertisements etc. are non-binding and subject to change. The Company will be bound by specially prepared offers for 30 calendar days from the date of the offer.

2. Any supplementary agreements, amendments, additions and/or other deviations from the present terms and conditions are only valid if the Company has given consent. Such agreements must be made in writing.

3. The Company is not obligated to honour calculation errors or incorrect information contained within offers and/or order confirmations. On the contrary, the obviously intended explanation will apply.

4. The Company’s cost estimates, drawings, descriptions, samples and quotes may not be distributed, reproduced or made available to third parties without its prior consent. Upon request, the documents must be returned without reservation.

§ 3 Price and Price Changes

1. The prices include the statutory sales tax, which must be shown separately.

2. The prices do not include the cost of packaging and freight.

3. Should more than six months elapse between the signing of the contract and the agreed and/or actual delivery date, the prices valid at the time of delivery shall apply. If the latest price exceeds the initially agreed upon price by more than 10%, the customer is entitled to withdraw from the contract.

§ 4 Delivery Times

1. Binding as well as non-binding delivery dates or deadlines must be made in writing. They will only be obliged when the Company has made an express declaration to this effect.

2. The Company is only responsible for delays and / or unfulfilled deliveries and services if its legal representatives or assistants have caused the impediment to performance intentionally or through gross negligence. This principle applies especially in the event of force majeure, strikes, lockouts, official orders, even if the impediments arise from suppliers of the Company or its subcontractors. Accordingly, the right and timely self-supply of the Company remains reserved. The period of grace in the event of a delay in performance according to the statutory provisions is set to two weeks, which begins upon receipt of the grace period by the Company.

§ 5 Dispatch and Transfer of Risk

1. Risk will pass onto the customer once the consignment has been handed over to the person providing transportation or upon the consignment of goods leaving our facility for shipment. If the goods are ready for shipping and the shipment or acceptance is delayed for reasons attributable to the customer, the risk is transferred to the customer at the time of notification of delivery readiness or at the time of the attempted delivery.

2. Upon request of the customer, deliveries and invoices will be insured under the customer’s name.

§ 6 Warranty

1. If goods or services provided by the Company prove to be defective and/or manufacturing or material defects appear during the warranty period, the Company may choose to replace or repair the defective goods within the exclusion of other warranty claims. Multiple rework is permitted.

2. The warranty period will begin on the date of delivery or acceptance and will last six months provided that statutory provisions do not imperatively stipulate a longer warranty period.

3. The customer is obligated to inspect the goods immediately upon receipt. Any defects identified must be reported to us within 14 days of the delivery date in writing without delay. The defective items must be kept ready for inspection by the Company in the condition in which they were at the time the defect was discovered.

4. We reserve the right to insignificant, feasible deviations in the measurements and specifications, particularly for repeat orders, insofar as these are common and in the nature of the services provided. Technical improvements and necessary technical modifications shall also be deemed compliant with the contract, as long as they do not constitute a deterioration in the suitability for use.

5. If operating and maintenance instructions of the Company are not followed, changes are made to the products, parts are replaced or consumable materials are used which do not comply with the original specifications, any claims for defects in the products shall be void unless the customer refutes a reasonably substantiated claim that the defect was caused by one of these circumstances.

6. Liability for normal wear and tear is excluded.

7. If a repair or replacement fails after a reasonable period of time, the customer may demand a reduction in the price or the annulment of the contract.

8. The aforementioned provisions of this paragraph do not apply to the sale of used items. Used items are delivered without warranty.

9. If the Company is available to the customer to provide information regarding the use of its product, beyond its legal obligations, it shall be liable in accordance with Art. § 7 only if a special fee has been agreed.

§ 7 Limitation of Liability

Claims for damages due to a breach of obligations or a fault at contract and tort, which are not simultaneously based on the violation of a contractual obligation by the Company, shall be excluded against the Company as well as against its subcontractors and vicarious agents, unless in the case of wilful or gross negligent behaviour. This does not apply to claims for compensation for property assurances which are intended to protect the customer against the risk of consequential damage. Claims for damages according to the German Product Liability Act (ProdHaftG) remain unaffected.

§ 8 Retention of Title

1. The Company reserves the right to ownership of the goods or services until receipt of all payments from the concluded contract.

2. The customer is obligated to immediately notify attachment of the goods to the Company in writing and to inform the pledgee of the retention of title. The customer is not entitled to sell, give away, pledge or assign as collateral the goods delivered under retention of title – except in the cases of the following paragraphs.

3. If the goods are delivered for a business activity carried out by the customer, they may only be resold within the framework of proper business management. In this case, the outstanding debts of the ordering party are transferred to the purchasing party. If the goods are resold on credit, the customer will be required to retain ownership of the goods sold to his customer. The customer transfers all rights and claims from this retention of ownership in respect of such customers to the Company, who hereby accept this cessation.

4. Any reworking or further processing of the goods by the customer shall be free of charge for the Company. If the goods subject to retention of title are combined or inseparably mixed with other items which do not belong to us, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other combined or mixed objects at the time of combination or mixing. If the customer acquires the sole property of a new item, then the parties to the contract agree that the customer shall compensate the Company or grant co-ownership to the Company in the ratio of the value of the goods to the other combined or mixed objects at the time of combination or mixing. The new item is stored free of charge for the Company. If the reserved objects are resold together with other goods (whether they have been further processed, combined, mixed or not), the provisions of paragraph 3 above will only be applicable to the amount of the proportionate value of the reserved objects which have been resold together with the other goods.

5. If the reserved goods are installed as essential components in the property of a third party by the customer or on his behalf, the customer will have already assigned to the Company any resulting claims for remuneration together with all the ancillary rights (including the granting of a security mortgage) against third parties or against anyone it may concern. The Company hereby accepts the assignment.

6. If reserved goods are installed as essential components on the premises of the customer, the customer hereby assigns the Company the claims resulting from any sale of the piece of real property or of rights in real property together with all the ancillary rights. The Company hereby accepts this assignment.

7. If the value of goods existing for the Company according to the above provisions exceeds (not only temporarily) the value of the Company’s claims by more than 20% in total, the Company will be obliged, at the customer’s request, to correspondingly release goods of his choice.

8. If the customer fails to fulfil his obligations to the Company or fails to do so punctually and/or acts in an unreliable manner with regards to the goods supplied subject to retention of title, the Company may demand the return of the objects without prejudice to that claim for fulfilment of the contract to which he is entitled, provided that a reasonable period which has been granted to the customer for the fulfilment of his obligations has elapsed without success. If the customer has fulfilled the contract, the Company has to return the objects. The above rule does not apply to the payment transactions governed by the Consumer Credit Act.

§ 9 Payment

1. Unless otherwise agreed, the Company’s invoices are payable immediately after invoicing without deduction. For deliveries totalling less than Euro 1,000.00, the Company accepts cash on delivery plus freight and packaging.

2. The Company expressly reserves the right to refuse checks or bills of exchange. Acceptance is always only on account of performance. Discount and bill charges are charged to the customer and are due for payment immediately.

3. Should the Company become aware of circumstances that call into question the creditworthiness of the customer, in particular if the customer does not settle a check or cease payment, the Company is entitled to request the entire balance due, even if it has accepted checks. In addition, the Company is entitled in this case to demand advance payments or securities.

4. If the customer ceases payments and / or insolvency proceedings are initiated against its assets or judicial or extrajudicial settlement proceedings, the Company is also entitled to withdraw from any part of the contract which has not yet been fulfilled.

5. The Company is entitled, despite contrary provisions of the customer, to offset payments against his older debts. The Company will inform the customer about this type of settlement. If costs and interest have already arisen, the Company is entitled to firstly offset the payment against the costs, then against the interest and finally against the main service.

6. If the customer has defaulted on payment, the Company is entitled to charge default interest in accordance with § 288 BGB from the relevant date. For customers, default interest is 5 percentage points above the current base rate of the European Central Bank, and 8 percentage points above the base rate. The assertion of any further damage caused by the delay of the Company remains unaffected. In the cases described above, the customer is at liberty to prove a lesser damage, which is then decisive.

7. The offsetting or the assertion of a right to retention on the part of the customer is excluded, as far as it is not a legally established counterclaim or not disputed by the Company counterclaims.

§ 10 Applicable Law, Jurisdiction, Partial Invalidity

1. The terms and conditions and entire legal relationships between the Company and customer shall be subject to the law of the Federal Republic of Germany.

2. If the customer is a registered trader in terms of commercial code, a juristic person under public law or represents special funds under public law, the place of business of the Company is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

3. In the case that a stipulation in these business terms and conditions was to or has become invalid, it will not affect the validity of all other stipulations and agreements between the Company and the customer.