1. Scope of Application
1.1. These general terms and conditions of sale and delivery only apply to contracts between EVOZONE GmbH and entrepreneurs, legal entities under public law and special funds under public law (customer).
1.2. Subject to the renewed inclusion of the changed terms and conditions “EVOZONE GmbH”, these GTC shall also be used as a basis for future contracts between EVOZONE GmbH and the customer for the delivery of goods, without requiring them to be re-included.
Any terms and conditions of the customer that deviate from these terms and conditions do not apply. Counter-confirmations by the customer with reference to his own terms and conditions, in particular, purchasing conditions, are hereby expressly rejected. These General Terms and Conditions shall also apply exclusively if EVOZONE GmbH carries out the delivery to the customer without further reservation in the knowledge of conflicting or deviating customer terms and conditions.
3. Contractual Statements
3.1. Offers from “EVOZONE GmbH” are non-binding and subject to confirmation. A contract is only concluded with our written order confirmation.
3.2. The customer may only rely on the legal validity of agreements made with employees who do not have the right to represent them in the commercial register if the management confirms the agreement in writing.
3.3. The customer authorizes us and agrees that we process, store and evaluate the data received about the customer in connection with the business relationship in accordance with the Data Protection Act. We will not pass on the data transmitted to us to third parties unless those third parties are our service partners and the data transmission is necessary for order processing
4. Delivery time, Damage caused by the customer
4.1. Subject to expressly binding agreements, delivery dates are to be understood as approximate. The execution deadlines are extended without further agreement appropriately in cases of force majeure or in the event of other circumstances for which EVOZONE GmbH is not responsible, such as labor disputes, sabotage, demonstration and intervention by third parties as well as delays caused by the public sector. The same applies if “EVOZONE GmbH” has carried out a specific covering transaction for the goods sold and the sub-supplier does not perform according to the contract. A representation of the entrepreneur according to the above regulation cannot be assumed solely because he is in default when the respective events occur. Without prejudice to other solution rights, both the customer and “EVOZONE GmbH” have the right to withdraw from the contract if the duration of the impediment to performance exceeds a period of one month or the performance is not possible for an indefinite period.
4.2. If “EVOZONE GmbH” becomes aware of events in accordance with paragraph 1, “EVOZONEGmbH” will inform the customer immediately.
4.3. If the provision of services by EVOZONE GmbH is also delayed, taking into account the above provisions, the customer shall only be entitled to withdraw from the contract after setting a reasonable grace period.
5. Partial Deliveries
“EVOZONE GmbH” is entitled to partial deliveries in the absence of conflicting agreements. In the case of contracts that are processed over a longer period of time, each delivery counts as a closed transaction. A defective or late delivery does not affect the rest of the contract.
6. Delivery, risk transfer
6.1. Unless otherwise agreed, deliveries by “EVOZONE GmbH” are made ex-works and the risk of accidental loss or accidental deterioration of the goods passes to the customer or the transport person commissioned by him at the latest when the goods are handed over to the customer.
6.2. Insofar as “EVOZONE GmbH” has agreed to dispatch the goods, the goods will be dispatched at the customer’s risk and expense. If “EVOZONE GmbH” follows the shipping instructions issued by the customer, this is done without any obligation on the customer’s own expense and risk. It is up to the customer to take out transport insurance.
7. Failure to meet customer acceptance obligations
7.1. If the customer is in arrears with the acceptance of the goods, “EVOZONE GmbH” is entitled, without prejudice to further rights, from the customer for the duration of the delay in acceptance on the agreed net sales price of 2% above the base rate p.a. to be requested, unless the customer can prove that “EVOZONE GmbH” has suffered no or significantly less damage.
7.2. In the event of the agreement of framework agreements, “EVOZONE GmbH” is entitled to deliver to the customer the entire amount still open from the framework agreement at the customer’s expense if the customer does not meet an agreed release date despite a grace period of at least two weeks.
Insofar as special tools are manufactured or purchased for the production of the goods sold, they remain the property and possession of “EVOZONE GmbH” and the customer is not entitled to surrender if his order is only carried out against a proportionate payment of the costs caused thereby.
9. Target quality of the goods
The target quality of the goods is based on contractual agreements. EVOZONEGmbH reserves the right to commercial or material-related over- or under-deliveries. Unless expressly stated otherwise, these are not guaranteed properties. Even when selling by sample, the sample is only an illustrative item to show the general character or type of goods. Subject to express agreements, the properties of the sample are not guaranteed.
10. Reporting Responsibility
Deliveries are to be examined by the customer immediately after receipt or to be examined by the recipient specified by the customer. After unconditional acceptance of the goods by the customer or a person commissioned by him, any subsequent complaint is excluded due to the external nature of the delivery. Defects recognizable on the goods can only be reported within 5 working days after receipt, other defects only within 5 working days after discovery. Complaints must be made in writing.
11.1. For defects notified in good time, which not only insignificantly limit the value or the suitability for use, we provide a guarantee of our choice by delivering faultless replacement goods or reworking the delivered goods (“supplementary performance”). The customer is only entitled to withdraw from the contract or to reduce the price after two failures. EVOZONE GmbH only guarantees the replacement goods to the same extent as for the original delivery.
11.2. The limitation period for all warranty claims is twelve months, provided that “EVOZONE GmbH” does not act with intent.
12.1. The liability of “EVOZONE GmbH” is fundamentally limited to damage caused by “EVOZONE GmbH” or its agents intentionally or through gross negligence. For slight negligence, “EvozoneEVOZONE
12.2. If “EVOZONE GmbH” is liable for slightly negligent breaches of duty, the amount of “EVOZONE GmbH” liability is limited to the damage typical for contracts of the type in question that were foreseeable when the contract was concluded or at the latest when the breach of duty was committed. Liability for consequential damage caused by a defect is excluded in these cases. This applies in particular to removal, installation and replacement costs as well as the costs of any recall measures taken by the customer or a subsequent purchaser. The above regulations do not apply to an injury to life, limb or health.
12.3. Claims for damages, which by law do not presume fault, remain unaffected by the regulations in paragraphs 1 and 2.
13.1. The agreed prices apply ex-warehouse “EVOZONE GmbH” plus packaging and loading. The sales tax in the respective statutory amount is added to the prices.
13.2. “EVOZONE GmbH” is entitled to pass on all increases in freight costs, shipping costs, insurance premiums, wages, raw material prices and other cost increases that occur after the contract has been concluded without the “EVOZONE GmbH” representative if the delivery is to be made later than two months after the contract was concluded or there is a permanent obligation.
14. Payment Arrangements
14.1. Unless otherwise agreed, the customer has to fulfill the payment claims EVOZONE GmbH immediately and without deduction.
14.2. The customer is only entitled to a right to refuse performance or set-off with regard to the remuneration owed by him in cases of undisputed or legally established counterclaims.
15. Maturity Interest
The amounts invoiced by the entrepreneur are subject to 5% interest from the due date on.
Subject to an earlier reminder, the customer is in default at the latest 14 days after the due date and receipt of an invoice or an equivalent request for payment. In addition to the statutory rights, in the event of a delay in payment by the customer, “EVOZONE GmbH” is entitled to choose to either withhold further deliveries from other contracts or to make them dependent on a security deposit. The same applies if, after the conclusion of the contract, circumstances become known that make the customer’s solvency or willingness to perform appear doubtful.
17. Retention of Title
17.1. All deliveries are subject to retention of title. The delivered goods remain the property of “EVOZONE GmbH” until the purchase price has been paid in full. In addition, “EVOZONE GmbH” retains ownership of the delivered goods until all claims arising from the business relationship with the customer at the time of the conclusion of the contract (“current claims”) and all other claims before the current claims from the Business relationship arising claims of “EVOZONE GmbH” against the customer (“total claim”). The customer is obliged to store the goods subject to retention of title separately and to adequately insure them against all usual risks, particularly burglary and fire. The customer hereby assigns all claims against the insurance to “EVOZONE GmbH”.
17.2. The customer is revocably permitted to process or resell the delivered goods in accordance with the following regulations in the ordinary course of business:
17.2.1. If the goods subject to retention of title are combined with other objects not belonging to EVOZONE GmbH, EVOZONE GmbH becomes co-owner in accordance with the statutory provisions. If the connection is made in such a way that the items that do not belong to EVOZONE GmbH are to be regarded as the main thing, it is agreed that the customer transfers proportional co-ownership to EVOZONE GmbH. The same applies to the new moveable object resulting from processing as to the goods delivered under reservation.
17.2.2. In the event that the goods subject to retention of title are resold, the customer hereby assigns the claims arising from the resale, regardless of whether the goods delivered have been resold without or after processing; “EVOZONEGmbH” hereby accepts the assignment. If the resold goods subject to retention of title are in the joint ownership of “EVOZONE GmbH”, the assignment of claims is limited to the amount that corresponds to the share value of the joint ownership of “EVOZONE GmbH”. If the customer is not able to make an assignment in accordance with the above regulations, in particular as a result of priority assignments to third parties, the resale does not take place in the context of normal business transactions within the meaning of this provision. The customer is entitled to collect the assigned claims until revocation by “EVOZONE GmbH”. The authorization of “EVOZONE GmbH” to collect the claims itself remains unaffected. However, “EVOZONE GmbH” undertakes not to collect the receivables as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payment has been suspended. If this is the case, “EVOZONE GmbH” can request that the customer announce the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. “EVOZONE GmbH” is authorized to notify the debtor of the assignment itself.
17.2.3. The customer has to immediately inform EVOZONE GmbH about foreclosure measures or other third party interventions in the goods subject to retention of title or in the assigned claims by handing over the documents necessary for a procedure. If the third party is unable to reimburse “EVOZONE GmbH” for judicial and extrajudicial costs, the customer is liable for the “EVOZONE GmbH” failure.
17.2.4. With the suspension of payment, application and opening of judicial insolvency proceedings or out-of-court settlement proceedings, the right to resell and use the reserved goods and the authorization to collect the assigned claims expire.
17.2.5. “EVOZONE GmbH” is obliged to release the collateral to which it is entitled at its own discretion, provided that its estimated value is more than 150 percent of the total outstanding claims.
17.3. EVOZONE GmbH is entitled to withdraw from the contract on the basis of which the goods subject to retention of title have been delivered if the customer fails to pay the purchase price for the goods subject to the contract and a reasonable grace period is unsuccessful has been set for performance. The same applies if the customer does not fulfill another total claim (clause 17.1.) In accordance with the contract and a reasonable grace period has been set to no avail if the claim amounts to more than 1,000.00.
18. Place of fulfillment
Unless otherwise agreed, the place of performance for all mutual obligations is D-72762 Reutlingen.
19. Applicable law
The law of the Federal Republic of Germany. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, is excluded.
Place of jurisdiction for all legal disputes between “EVOZONE GmbH” and the customer from or in connection with this contract is the court responsible for D-72762 Reutlingen or, at the option of “EVOZONE GmbH”, a general or special place of jurisdiction of the customer, provided the customer is a merchant, legal Is a person under public law or a special fund under public law.
21. Severability clause
If one or more provisions of these general terms and conditions should be or become invalid or void, the effectiveness of the remaining provisions, as well as the general terms and conditions as a whole, will not be affected by this the German version is valid and mandatory
Dipl.-Ing.(FH) Eberhard Luik