General Terms and Conditions

Version: January 2014

elementec GmbH

Egerer Str. 9
D-70567 Stuttgart, Germany

§1 Applicability

(1)elementec offers its products and services exclusively on the basis of these terms and conditions. They are valid for all current and future legal acts between the customer and elementec.
(2)Customers in terms of these conditions are end users as well as companies.
(3)Terms and conditions of the customer are herewith explicitely dissented. Changes to these terms and conditions are only valid if they have been approved by elementec in written form.

§ 2 Contract enforcement

(1)All information published by elementec in brochures, advertisement, catalogues and web sites are not binding. Prices are subject to change without notice.
(2)A contract between elementec and the customer is entered after the order has been accepted with a written order confirmation from elementec, which may also be sent by e-mail.
(3)Changes and additions to the contract are valid, only if they have been confirmed by elementec in written form (letter, fax or e-mail).
(4)If the end-user orders electronically, the receipt of the order will be immediately confirmed. This confirmation does not replace the binding acceptance of the order.
(5)If the end-user has ordered electronically, the text of the contract is stored by elementec and will be sent to the customer on request including these terms and conditions.

§ 3 Prices and payment conditions

(1)Depending on the agreed shipping type, the purchase price hast to be paid in advance by bank transfer or cash on delivery. In the former case, products are shipped after elementec has received the payment.
(2)If a different payment method has been agreed, the purchase price is payable 12 days after the receipt of our invoice. After the expiration of this term, company customers are in delay and have to pay an interest rate of 10% above the base interest rate, but maximally 15% p.a., on the invoiced amount. elementec reserves the right to claim a higher damage caused by delay as the previously agreed for companies or as the legally possible for end users. If a customer is in delay, elementec has the right to refuse all shipments to the customer, including shipments from other contractual relationships.
(3)The offered purchase price is binding. It includes VAT, if not stated differently. Prices not including VAT are valid only for industry, trade and commerce, syndicates or federations and comparable organizations as well as professions with corresponding VAT regulations. If more than four months are agreed as shipment term, the prices valid at shipment date apply.
(4)A right of retention of the customer is precluded, as far as it is not based on the same contractual relation. The customer’s right of netting is only due only if counterclaims have been determined without further legal recourse or are not controversial.
(5)Shipment dates are only binding id agreed in written form. The shipment term is extended appropriately, if shipment impediments occur, which elementec cannot be made responsible for.

§ 4 Reservation of proprietary rights

(1)For contracts with end users, elementec reserves the proprietary rights on the products until fully paid. For contracts with companies, elementec reserves the proprietary rights on the products until all claims with respect to the current contractual relationship are satisfied.
(2)During the period of reservation of proprietary rights, the customer is obliged to treat the products with care. He/she is obliged to immediately notify elementec in case of seizure by other parties, such as attachment of property, as well as damage and change of ownership or the the own change of the residential or company address.
(3)In case of a contract breach, in particular in case of payment delay, elementec has the right to retract the products subject to retention of title on own costs. This does not imply a withdrawal from the contract.
(4)Company customers have the right to sell the products subject to retention of title in a regular business transaction. The customer transfers all claims resulting from the transaction, up to the invoice amount. elementec will accept the transfer of claims. The company customer remains entitled to collect the claim. elementec reserves the right to collect the claim as soon as the customer is in delay with payments.

§ 5 Warranty and liability

(1)The agreed state of the product is the usability of the product in accordance with the product description published by elementec and valid at the time of shipping to the customer. In case of software products, it is furthermore agreed that the software is recorded on a validated data medium or that the program package is available for the customer as a download. This is no guarantee. (Germany: as in the sense of § 443 BGB).
(2)With respect to company customers, if product defects are determined, elementec’s warranty is restricted to the correction of the defect in the first place.
(3)Indemnification, also in connection with other warranty rights, is precluded, unless the damage had been caused by malicious behavior of elementec. If a defect is negligible, the customer has no right of withdrawal.
(4)Company customers are obligated to indicate noticeable defects, which are not based on malicious behavior of elementec, within a period of one week in written form, otherwise any claims of indemnification are precluded. Authorative for the fulfillment of the term is the receipt of elementec.
(5)The warranty term is one year for company customers.
(6)In case of service contract relations, accountability of elementec is limited for own only negligent violation of duty of that of elementec’s statutory representative or vicarious agent, to those according to the type of product foreseeable, contractually typical, immediate damage. For company customers elementec cannot be made accountable for negligible vialoations of marginal contractual obligations. This limitation does not apply to claims for product liability or due to damage of health or physical injuries, which is attributable to elementec or loss of life.
(7)In case of service contract relations, compensation claims, which are not based on a gross fault of elementec  or damage to health and physical injury, become invalid after one year after incurrence.
(8)For software products, elementec precludes any warranty, if programs are modified by the customer, and the customer does not prove that the defect is in no connection with the modification.
(9)Any further claims by the customer other than the aforementioned are explicitly precluded, no matter for which legal reason. Especially elementec cannot be made liable for loss of data, damage of data media or other programs, interruption if operation, etc., unless the damages have been caused by elementec intentionally or due to gross negligence.

§ 6 Other

(1)elementec processes data of its customers, also electronically, for order fulfillment and management of current customer relations. The customer agrees herewith.
(2)The customer agrees with the disclosure of personal data to connected services or banks, as far as it is necessary for fulfilling customer orders.

§ 7 Final provisions

(1)Applicable law is German law with exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2)Exclusive place of jurisdiction for commercial parties, legal entities of public law or public law funds for all disputes resulting from this contract is Stuttgart, Germany.
(3)If these terms contain gaps or individual terms are partially or entirely non-effective or become so, the remaining agreements remain effective. In this case the content of the non-effective agreements are replaced by the regulations which are in effect by governing law.