Status as of 11/2020, valid from 01.11.2020
1. Scope of Application; German Law
1.1. We contract exclusively on the basis of our General Conditions of Sale. They will apply to all contracts of KATEK SE and its affiliated companies acc. to Section 15 German Stock Companies Act (AktG) (i.e. Katek GmbH, KATEK Memmingen GmbH, KATEK Mauerstetten GmbH, KATEK Düsseldorf GmbH, KATEK Frickenhausen GmbH, eSystems MTG GmbH). They will also apply to all future business relations, even if not expressly agreed again. We do not recognise any contradictory conditions or conditions differing from our own, unless we have expressly agreed to the application of the same in text form.
1.2. Our General Conditions of Sale shall also apply if we supply the customer without reservation despite knowledge of customer conditions of sale contrary to or differing from our own.
1.3. The law of the Federal Republic of Germany is agreed to apply. Application of the UN Convention on Contracts for the International Sale of Goods is excluded in relation to contracts with foreign customers.
1.4. These general terms and condictions only apply vis-à-vis entrepreneurs, legal entities under public law or a special fund under public law within the meaning of Section 310 para. 1 German Civil Code (“BGB”).
2. Conclusion and Contents of the Contract
2.1. Catalogues, printed materials and price lists do not constitute an offer.
2.2. Our offers remain revocable until accepted by the customer. However, purchasing orders placed by our customers are binding on them for four weeks from the date of dispatch.
2.3. In determining the content and scope of the agreements reached, the purchase contract and subordinated our order confirmation in text form shall prevail.
2.4. Transactions entered into by our representatives must be confirmed by the acting company.
3.1. If no special terms have been agreed, our prices are in Euro quoted as net prices, to which statutory value-added tax will be added at the rate currently applicable. Unless otherwise agreed, prices apply “ex works” and do not include packaging, transport and incidental costs.
3.2. We are entitled to adjust prices if there are any changes in material prices, wages, freights or other cost factors, provided a period of at least four months has elapsed between the date on which the contract was made and the date of delivery unless the delay was caused by us. Contrary to the above ruling, an agreed fixed price cannot be adjusted.
4.1. The customer undertakes to pay the remuneration that has been contractually agreed within fourteen days of receipt of the invoice without any deductions. Payment shall be made by remittance to one of our bank accounts given below. Any differing methods of payment or differing payment dates are subject to special agreement.
4.2. The customer shall be in default if it fails to make payment by the agreed date, without any reminder being required. In such a case, we have the right - without prejudice to other statutory claims – to require default interest at a rate of 9% above the then applicable basis interest rate of the European Central Bank p.a., without any reminder being required. Upon entry of the delay, we are entitled to claim a lump sum of 40 EUR. Insofar as we can provide evidence of higher damages due to default, we have the right to claim them accordingly while taking into account the lump sum.
4.3. The customer may only offset against our claims for payment or exercise a right of retention if its claim is recognised by us or it is res judicata. The customer may also offset counter-claims which are ready for judgement or relate to the same contractual relationship.
4.4. In the event of default on payment, the claims arising out of all our business relations with the customer will become due and payable unless the customer has any valid objection to such claims; in such event, we are also entitled to request cash in advance.
4.5. Our written authority is necessary in all cases for collection of payment.
5.1. The delivery period we have quoted will not start until all technical issues have been settled, the documents to be obtained by the customer have been received in due time, such as public-authority approvals and licences, any agreed advance payment has been made in due time or an agreed letter of credit has been opened. Any delay in performance of payment obligations by the customer will lead to an equivalent extension of the delivery period.
5.2. If an export licence is required for the delivery and this has not been issued by the scheduled delivery date despite being duly applied for in good time, said delivery date shall be extended until said licence has been issued. No damages claims can be based on such a delay.
5.3. Meeting a delivery date is dependent on proper and timely receiving subsupplies if we are not liable and we have concluded a correspondig covering transaction. We shall notify the customer immediately about any delays.
5.4. The delivery deadline shall be deemed to have been met if the goods have left the factory or notice has been given that they are ready for delivery before expiry of the deadline. Deliveries in part are permissible if not expressly excluded and reasonable.
5.5. The delivery deadlines specified in the contract will be reasonably extended in the event of strikes, operational stoppages (including a lack of raw materials), lockouts, war, embargo and other cases of force majeure. In such cases we are also entitled to withdraw from the contract without this giving the customer a claim against us for damages.
5.6. Should we fail to deliver by an agreed original or extended delivery deadline, the customer shall have the right to rescind the contract after the expiry of a reasonable extended deadline of at least 60 days. The customer must, however, give notice of the commencement of this period by registered letter.
5.7. Claims for damages in respect of delayed delivery are subject to paragraph 10.
5.8. Should the dispatch be delayed at the request of or through the fault of the customer, the latter will be charged for storage costs - which, in the case of storage at the supplier's site, will consist of a minimum of 0.5 % of the invoice amount for each month - with effect from one month after notification of readiness to deliver. The customer is free to show that no storage costs have been incurred or that the storage costs were substantially lower.
5.9. If payments owed by the customer are delayed by more than three months, we have the right to rescind the contract. We will offset any payments already made against the costs we have incurred.
5.10. If, after the contract has been made, it becomes clear that the customer’s financial standing has deteriorated significantly, we have the right to discontinue further performance of the contract until the customer has fulfilled its payment obligations in full or has furnished a bank guarantee or comparable security at our discretion. The same applies insofar as the customer defaults repeatedly and/or significantly on payment. If the customer fails to meet such a request, we can rescind the contract.
6. Dispatch, Transfer of Risk and Insurance
6.1. Incidental costs will be invoiced separately.
6.2. If no ruling conforming with INCOTERMS has been made, the risk shall pass to the customer at the time and to the extent that the product or parts of the same leave our factory site or that the customer is notified of readiness for dispatch. This also applies to deliveries made by our employees, to deliveries sent freight prepaid and packaging prepaid and in cases in which we are responsible for installation or other services.
6.3. If a part of the product cannot be delivered due to a delay in acceptance by the customer after completion and notification of readiness for dispatch, we shall be deemed to have rendered due performance by storing the product. In such a case, the customer must pay all costs which we incur after sending the invoices. We will notify the customer of storage of the product immediately in writing. Statutory compensation claims shall not be prejudiced hereby. In such a case, the risk of accidental loss or accidental deterioration of the product shall pass to the customer at the time at which said customer defaults on acceptance.
6.4. At the request and expense of the customer, the goods will be insured by us against the risks specified by the customer. We shall be entitled to take out transportation insurance at the customer's expense.
6.5. The customer hereby assigns to us all claims it may have against the insurance company in the event of a loss. The customer shall do everything necessary to uphold the insurance claim, in particular provide us and the insurers with the necessary notices and documents in good time.