General Terms & Conditions of the Viconnect GmbH
The sales, delivery and payment conditions of Viconnect GmbH apply to our sales and deliveries from February 1st, 2018. For other transactions, such as in particular rental, licenses and service and maintenance services, other supplementary terms and conditions apply, in which reference can be made to these General Terms and Conditions.
By accepting the offers and receiving the goods, the customer agrees to the present General Terms and Conditions of Viconnect GmbH. Other terms and conditions of the customer or third parties that deviate from these General Terms and Conditions are not valid. This also applies in the case of an objection by the customer or if Viconnect is silent on other terms and conditions set by third parties or the customer. These General Terms and Conditions also apply to the following orders from the customer. As soon as the General Terms and Conditions of Viconnect GmbH change, they apply from time to when communicated with the customer.
A Start of contract:
- All Viconnect offers are non-binding. Customer orders are considered accepted if Viconnect GmbH has confirmed them in writing or Viconnect GmbH issues an invoice or delivers the goods.
- All offers that are illustrated with developments by Viconnect remain the intellectual property of Viconnect and may only be made accessible to third parties with the consent of Viconnect. All performance data, such as dimensions, weights, and illustrations are only binding if this is expressly agreed in writing. The customer is solely responsible for ensuring that no infringement of patent or design protection rights of third parties occurs for items that are manufactured after the order has been placed and according to the customer’s specifications.
- Any agreements made by non-authorized persons are only effective if they are confirmed in writing by persons who are authorized to represent.
B Delivery Dates
- Dates and delivery times are non-binding unless otherwise expressly agreed in writing. The specification of specific delivery periods and delivery dates by Viconnect is subject to the correct and timely delivery of Viconnect by suppliers and manufacturers. The prices quoted are always net prices plus the VAT applicable at the time of invoicing, even if not mentioned in the offer.
- Compliance with the delivery obligation by Viconnect also presupposes the timely and proper fulfilment of the customer’s obligation. The exception of the unfulfilled contract remains reserved. In particular, time execution and installation of our system and technical components can only be carried out if the premises are in the agreed condition. Compliance with agreed deadlines by Viconnect basically presupposes the fulfilment of the structural services to be provided by the customer. Circumstances on the construction site that lead to delays in deadlines and are not the fault of Viconnect are at the expense of the client. Expenditure caused by absences and trips will be charged at the stated rates.
- The delivery period is met if the delivery item has left the warehouse by the end of the period or the customer has been informed that the item is ready for dispatch. If the customer is in default of acceptance General Terms and Conditions of Viconnect GmbH page 01.02.2018 or if he violates other obligations to cooperate, Viconnect is entitled to demand compensation for the damage incurred in this respect, including any additional expenses. We reserve the right to make further claims, e.g. if the goods are lost or damaged as a result.
- Claims that are not expressly granted in these conditions (in particular: claims for damages due to impossibility, delay, breach of secondary contractual obligations, culpa in contrahendo, tort) are excluded. This does not apply if we are guilty of intent or gross negligence. Liability for impossibility and delay is limited to the amount of the respective order value. All claims against us, for whatever legal reason, expire no later than 1 year after the transfer of risk to the customer, unless the statutory limitation period is shorter. § 852 BGB remains unaffected. If Viconnect is responsible for the breach of duty, the customer is entitled to withdraw from the contract under the statutory conditions.
- Delays in delivery and performance due to force majeure and due to other unforeseeable events that make delivery significantly more difficult or impossible for Viconnect and for which Viconnect is not responsible (this includes in a particular war, war-like events, official orders, non-performance by Aus -, entry or implementation permits, national measures to restrict trade, strikes, lockouts, etc.) entitle Viconnect to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract – if not yet fulfilled – in full or partially resign. The delivery period is also extended by the period in which the customer is in arrears with the fulfilment of his contractual obligations.
- If the hindrance lasts longer than two months, the customer is entitled, after setting a reasonable grace period (at least 14 days), to withdraw from the contract in whole or in part if it has not yet been fulfilled. If the delivery time is extended in the application of Section 7 or if Viconnect is released from its obligation, the customer cannot derive any claims for damages from this. However, Viconnect can only invoke the circumstances mentioned if the customer was informed immediately. Considerations already provided by the customer will be reimbursed by Viconnect.
C Prices, Payment
- Unless otherwise stated in the order confirmation, the prices offered by Viconnect to the customer ex-works are generally agreed upon. All prices do not include the applicable statutory sales tax. Expenses for freight, packaging, insurance, installation etc., are charged additionally.
- Deliveries and services required in addition to the original scope of the order or are desired by the customer will be charged at cost at the prices applicable at the time of execution.
- Unless otherwise agreed, invoices are due for payment immediately and without deduction. The receipt of the invoice amount for the unconditional disposal of Viconnect is decisive. In the event of payment delay, interest on arrears will be charged at a rate of 5% above the respective discount rate of the Deutsche Bundesbank. In addition, we can demand compensation for further damage caused by delay (in particular reminders, and collection costs).
- Unless otherwise agreed, the following terms of payment apply to project transactions: 30% when the order is placed, 60% at the start of delivery, and 10% after acceptance.
- If the terms of payment are not adhered to or if circumstances become known later that give rise to justified doubts about the customer’s ability to pay, all Viconnect claims against the customer, including current bill of exchange obligations, become due immediately. In this case, Viconnect is entitled to withdraw from the contract and demand compensation for the resulting damage, unless the customer makes an advance payment or provides sufficient security. The customer is expressly permitted to prove that no damage has occurred at all or that it is significantly lower than the flat rate.
- Viconnect is free to choose the shipping method unless the customer has given other express instructions. Viconnect can take out transport insurance at its discretion and charge for it. An obligation to do so only exists in the event of written instructions from the customer.
- If there are several delivery items, Viconnect is entitled to make partial deliveries. The customer is obliged to accept the goods ready for dispatch.
E Defects, Warranty and Liability
- Defects in the goods must be reported to Viconnect immediately in writing, at the latest within one week of receipt of the goods at the destination and before the goods are processed. Defects that cannot be discovered within this period, even with the most careful examination, must be reported in writing immediately after discovery, with immediate cessation of any processing or use, but no later than within the statutory warranty period. In the event of a justified notice of defects, Viconnect is entitled to choose whether to rectify the defect or deliver a replacement, up to the amount of the order value. If Viconnect allows a reasonable period set for this to elapse or if the repair is again not faultless, the customer has the right to a price reduction or – unless construction work is the subject of the warranty – to the annulment of the contract.
- Further claims are excluded; this applies in particular to claims for compensation for the damage that has not occurred to the goods themselves (consequential damage). The exclusion does not apply in the case of liability for the lack of promised properties.
- Claims that are not expressly granted in these conditions (in particular: claims for damages due to impossibility, delay, breach of secondary contractual obligations, culpa in contrahendo, tort) are excluded. This does not apply if Viconnect is guilty of intent or gross negligence. Liability for impossibility and delay is limited to the amount of the respective order value.
- If there is a defect in the purchased item for which we are responsible, we are entitled to choose between remedying the defect or delivering a replacement (subsequent performance). If the defect is remedied, we only bear the expenses up to the amount of the purchase price, unless the defect is due to an intentional or grossly negligent breach of duty by Viconnect. A breach of duty by Viconnect is equivalent to that of its legal representative or vicarious agent.
Before the goods are returned, the defectiveness of the delivered goods must be determined in a discussion with Viconnect. The goods are returned at the risk of the customer and free domicile. When sending in the devices to be repaired, the customer must ensure that information on them, which are important to him, is backed up by copies, as these can be lost during repair work. Viconnect can charge a processing fee for checking unjustified or incomplete returns of rejected goods.
G Retention of Title
- The delivered goods remain the property of Viconnect until all existing or future claims arising from the business relationship have been paid in full.
- The customer is entitled to sell or use the reserved goods in the ordinary course of business as long as he meets his contractual obligations. A pledging or security transfer of the reserved goods is not permitted. In the event of attachments or other interventions by third parties, the customer must inform Viconnect immediately. If the customer does not fulfil these contractual obligations, Viconnect is entitled to demand the return of the reserved goods. In this case, the customer has no right to possession.
- With the purchase of the goods subject to retention of title, the customer assigns the claims against his customers arising from their resale, including all ancillary rights up to the amount of the final invoice amount including VAT, to Viconnect in full as security. Viconnect already accepts this assignment. Until revoked, the customer remains entitled to collect the assigned claims. The customer is obliged to disclose the number of his claims and the names of the third-party debtors upon request.
- The customer is obliged to store the reserved goods under the principles of a prudent businessman and to insure them at his own expense and now assigns any insurance claims or other claims for compensation due to the loss or deterioration of the reserved goods to Viconnect. Viconnect already accepts the assignment. If the delivered goods are software, the customer will immediately receive all necessary licenses upon full settlement of Viconnect’s claims.
- Both parties agree that in the event of doubts regarding the legal validity of the aforementioned clauses (F.1. to 4.), a simple retention of the title based on customary commercial practice is deemed to be tacitly agreed.
- If the customer is neither an entrepreneur within the meaning of the German Commercial Code nor a legal entity under public law nor a special fund under public law, only a simple retention of title is agreed in favour of Viconnect until the claim from the respective purchase contract has been fulfilled. F.3. applies accordingly in the case of treatment or processing, mixing and connection.
G Final Provisions
- The place of performance for deliveries and services by Viconnect and payment by the customer is Viconnect’s registered office.
- The law of the Federal Republic of Germany applies to these GTC and all legal relationships between Viconnect and the customer. The application of any other sales law is excluded.
- If the customer is an entrepreneur within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Viconnect’s registered office.
- Changes to these terms and conditions are only possible in writing. Likewise, the written form agreement can only be waived in writing.
- If a provision of these terms and conditions is inadmissible in whole or in part, this does not affect the effectiveness of the remaining provisions. The parties undertake to replace the inadmissible provision with a permissible provision, taking into account its economic content.
General Terms and Conditions of Viconnect GmbH Page 01.02.2018
Last revision December 2022