Terms of Service

As of January 2nd, 2020
I. Scope:
1. The following terms and conditions apply to all deliveries and services by CONPOSA GmbH to the customer. These general terms and conditions are also considered to be included for future business relationships if they have not been expressly referred to again. Deviations from these General Terms and Conditions will only become part of the contract if these deviations have become the content of an express written individual agreement between Conposa GmbH (hereinafter referred to as "Conposa") and the customer.
2. General terms and conditions of the customer are contradicted. They are only considered as agreed if Conposa has expressly agreed to them in writing.
3. Insofar as declarations under these terms and conditions have to be made in writing, this is also ensured by the text form in accordance with § 126b BGB.
II. Regulations in the country of destination and protective devices:
1. The customer must inform CONPOSA GmbH at the latest with the order of the regulations and standards that relate to the execution of the delivery, operation as well as illness and accident prevention in the country of destination.
2. All CONPOSA GmbH products are manufactured on the basis of the relevant test regulations. The test marks issued for the respective product are noted in the data sheets, on the product itself and in the instructions for use.
III. Compliance with export control regulations:
1. If the goods delivered by CONPOSA GmbH are passed on (hardware and / or software and / or technology and associated documentation, regardless of the type of availability) or the work and services provided by Conposa (including technical support) of any kind) to third parties in Germany and abroad to comply with the applicable regulations of national and international (re) export control law. In any case, he must observe the (re) export control regulations of the Federal Republic of Germany, the European Union and the United States of America.
2. If required for export control tests, the customer will immediately inform CONPOSA GmbH of all information about the final recipient, final destination and intended use of the goods or services and services provided by CONPOSA GmbH as well as any related export control restrictions.
3. The customer releases CONPOSA GmbH in full from all claims asserted by authorities or other third parties against CONPOSA GmbH due to the customer's failure to comply with the above export control obligations and undertakes to replace all of CONPOSA GmbH in this Related damage and expenses, unless the purchaser is not responsible for the breach of duty. This does not involve a reversal of the burden of proof.
IV. Contract content / prices:
1. Relevant for the content and scope of deliveries and services is the written order confirmation by CONPOSA GmbH with which the contract is concluded.
2. The relevance of the written order confirmation also applies to orders placed with your sales representatives and / or field staff.
3. All subsidiary agreements, supplements etc. must be in writing to be effective.
4. All technical data of the catalogs and other sales documents of CONPOSA GmbH, lists and drawings as well as the weight and dimensions are carefully prepared. Subsequent corrections are reserved in the event of obvious errors.
5. The price lists are based on the price lists valid at the time the contract is concluded. All prices are exclusive of the applicable statutory sales tax.
6. All prices are ex works excluding packaging and insurance.
7. Prices are agreed in euros. When using other currencies, the exchange rate to the euro is required for all transactions. The currency is mandatory for all transactions.
8. Unless a fixed price has been expressly agreed, the prices are binding until the delivery date stated in the order confirmation. If such is not agreed, CONPOSA GmbH is bound to the agreed prices for a period of four months from the order confirmation. Thereafter, CONPOSA GmbH is entitled, in the event of cost increases after the order confirmation, to carry out reasonable price increases insofar as it is not already in delay of delivery.
9. If the exchange rate changes to the euro by more than 3% on the day of payment (in relation to the exchange rate on the day of the order confirmation), CONPOSA GmbH is entitled to adjust the price before the end of the four months. This does not apply in the event of a delay in delivery by CONPOSA GmbH.
V. Delivery times / delayed delivery:
1. Compliance with deadlines for deliveries presupposes the timely receipt of all necessary information to be communicated by the customer, documents to be supplied, necessary permits (including any necessary import licenses) and releases, in particular plans, as well as compliance with the agreed terms of payment, including the timely payment of in individual cases, advance payments agreed separately, timely opening of letters of credit and other obligations by the customer in advance. If these requirements are not met in time, the delivery times will be extended accordingly, as long as CONPOSA GmbH is not responsible for a delay.
2. Fixed transactions (appointments) require express written confirmation.
3.If the delivery deadlines are not met due to force majeure, e.g. natural events, mobilization, war, riot or similar events, e.g. accidents, strikes, lockouts, significant operational disruptions, official measures or omissions etc., the deadlines will be extended accordingly.
4. Such a reasonable extension of the delivery times also occurs if CONPOSA GmbH does not deliver in time, including late or incorrect delivery of the required raw materials, semi-finished or finished products.
5. The delivery period is deemed to have been met if the goods ready for operation have been dispatched within the agreed delivery period or if readiness for dispatch has been notified.
6. If CONPOSA GmbH does not meet the delivery date or delivery period, the customer is obliged to set CONPOSA GmbH an appropriate subsequent delivery period in writing. If CONPOSA GmbH does not culpably deliver within the grace period, the customer is entitled to withdraw from the contract.
7.If CONPOSA GmbH is responsible for non-compliance with bindingly agreed deadlines, the customer can, after fruitless expiry of the grace period set by him - provided he can be shown to have suffered damage as a result - compensation for each completed week of delay of each 0.5%, but no more than 5% of the price for the delivery or service affected by the delay. The limitation of liability does not apply if CONPOSA GmbH is guilty of willful intent or gross negligence or if the CONPOSA GmbH is liable for injury to life, limb or health.
8. At the request of CONPOSA GmbH, the customer is obliged to declare within a reasonable period whether he will withdraw from the contract due to the delay in delivery and / or demand compensation instead of performance and / or insist on delivery.
9. If the delivery, shipping or delivery is postponed at the request of the customer beyond the date specified in the contract, CONPOSA GmbH can provide storage money of 0.5% of the invoice amount for everyone at the earliest ten working days after notification that the goods are ready for dispatch Begin the month, but no more than 5%, to the customer. The contracting parties are free to prove higher or lower storage costs.
VI. Delivery terms:
1. CONPOSA GmbH is entitled to make partial deliveries to a reasonable extent.
2. Over or under deliveries of up to 10% of the ordered quantity customary in the industry are permitted, unless a deviation from the contract quantity is unreasonable for the customer in individual cases.
3. Deviations with regard to the weight, the technical design, the manufacture and the scope of the goods to be delivered are permitted within the usual tolerance limits.
4. The purchaser also approves all deviating changes in the design and equipment of the delivery items as part of technical progress, which serve to technically improve the goods.
VII. Packaging, shipping, transfer of risk:
1. CONPOSA GmbH chooses packaging and shipping method to the best of its discretion.
2. Unless otherwise expressly agreed, transport expenses are borne by the customer and, insofar as these have been paid out by CONPOSA GmbH, must be reimbursed.
3. The risk of accidental loss and / or loss is transferred to the customer upon dispatch or handover to the person carrying out the transport.
4. This also applies in the event that CONPOSA GmbH carries out the transport itself or through its vicarious agents.
5. In addition, the risk is transferred to the customer as soon as he is in default of acceptance after CONPOSA GmbH has received notification that the goods are ready for dispatch.
6. CONPOSA GmbH is entitled, but not obliged, to take out separate insurance in the name and for the account of the customer against the usual dangers (breakage, transport and fire damage).
7. If goods are taken back for reasons for which CONPOSA GmbH is not responsible, the customer bears any risk until the goods are received by CONPOSA GmbH.
VIII. Terms of payment:
1. CONPOSA GmbH's invoices are payable without any deductions within 14 days of the date of invoice (as per the invoice date). Payment is deemed to have been made as soon as CONPOSA GmbH can dispose of the amount. If the customer does not perform within the performance period, ie within 14 days of the invoice date, he will be in default even without a reminder.
2. If the time of receipt of the invoice or payment schedule or the access itself is uncertain, the payment is due no later than 14 days after receipt of the consideration. This means that default occurs no later than the 15th day after receipt of the consideration.
3. If the customer falls into arrears, CONPOSA GmbH can charge default interest of 9% pa above the respective base rate in accordance with §247 BGB against a customer who is not a consumer. The right to assert further damages remains unaffected.
4. CONPOSA GmbH is not obliged to accept bills of exchange. These are only accepted on account of special agreements on account of performance. Payment is only deemed to have been made when the check or bill of exchange is cashed. The discount and collection costs for the bill are borne by the biller when the claim is due and are payable immediately in cash.
5. Irrespective of payment agreements separately agreed in individual cases, claims due to CONPOSA GmbH become due immediately if circumstances arise in the person of the customer that make adherence to the payment agreements no longer reasonable. This is the case if there are justified signs of a significant deterioration in the financial position of the customer, in particular when payments, check and bill protests or payment arrears are discontinued, if it becomes apparent that CONPOSA GmbH's claim to the counter-performance is endangered by the customer's inadequate performance .
6. In this case, CONPOSA GmbH is also entitled to return checks or rediscountable bills accepted on account of performance.
7. Furthermore, CONPOSA GmbH is entitled in this case to request fulfillment step by step or to request further security. In addition, it is entitled to set a reasonable period within which the customer has to effect the consideration or provide security step by step against the service of CONPOSA GmbH. After the deadline has expired without result, CONPOSA GmbH can withdraw from the contract.
8. As part of the warranty for defects, the purchaser may only withhold payments to a reasonable extent after the complaint has been justified, which is proportionate to the material defect that has occurred. The customer is only entitled to a right of retention due to established, undisputed counterclaims recognized by CONPOSA GmbH or in a reciprocal relationship (synallagma) to the main claim. He is also authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
9. The purchaser is only entitled to offset if his counterclaims have been legally established, are undisputed or have been recognized by CONPOSA GmbH, or if they are in a reciprocal relationship (synallagma) to the main claim.
IX. Retention of title:
1. The delivered goods (goods subject to retention of title) remain the property of CONPOSA GmbH until all claims against CONPOSA GmbH against the customer arising from the business relationship have been fulfilled.
2. CONPOSA GmbH is entitled, with the cooperation of the customer, to have the retention of title entered in a corresponding register - insofar as the laws of the recipient country provide for such.
3. If a regulation comparable to the retention of title is missing in the country of the customer, CONPOSA GmbH can request a bank guarantee in the amount of the relevant order when the order is placed.
6. There is no sale in the ordinary course of business if, contrary to Paragraph 4, the customer pledges the reserved goods to a third party, transfers them as security and / or makes them the subject of factoring.
7. In the case of processing and / or processing of goods subject to retention of title, this is carried out on behalf of and for CONPOSA GmbH as the manufacturer within the meaning of §§ 950 ff BGB. In this case, CONPOSA GmbH is entitled to (co-) ownership of the items resulting from the processing and / or processing of the reserved goods in the ratio of the reserved goods to the value of the new item at the time of processing and / or processing. CONPOSA GmbH is also entitled to a partial co-ownership of the new item if, in addition to the reserved goods, third-party goods are also processed. If the customer sells the newly manufactured item, he assigns the claim to which he is entitled from the sale in the amount of the value of the reserved goods as security.
8. If the goods subject to retention of title are damaged or otherwise impaired, the customer must immediately inform CONPOSA GmbH. If claims against third parties arise from the damage or impairment, he assigns these claims to CONPOSA GmbH as a precaution.
9. If the value of all security rights to which CONPOSA GmbH is entitled exceeds the amount of secured claims by more than 20%, CONPOSA GmbH will release a corresponding part of the security rights at the request of the customer.
10. In the event of a breach of duty by the customer, especially in the event of delayed payment, CONPOSA GmbH is entitled to withdraw and take back the reserved goods. The customer is obliged to surrender them. The taking back of the reserved goods or the assertion of the retention of title alone does not require CONPOSA GmbH to withdraw from the contract and is also not considered to be an implied declaration of withdrawal from the contract, unless CONPOSA GmbH expressly declares that these actions are to be understood as a withdrawal.
X. Acceptance and commissioning:
1. The customer may not refuse to accept deliveries due to minor defects.
2. When commissioning products from CONPOSA GmbH, the standards and regulations in the respective countries for assembly / disassembly that are applicable in the catalogs, instructions for use and the connection diagrams on the products themselves must be observed.
XI. Warranty:
Claims for defects do not exist if there is only an insignificant deviation from the agreed quality and if there is only an insignificant impairment of usability.
2. Claims for defects do not exist in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, natural wear and tear in the normal manner, defective assembly work, unsuitable working materials, unsuitable equipment, disregard of operating instructions, inadequate maintenance or due to special External influences (including chemical or electrolytic) arise which are not required by the contract, as well as non-reproducible software errors.
3. If the purchaser or third parties improperly carry out changes, installation / removal or repair work, there are also no claims for defects for these and the resulting consequences.
4. The customer must immediately check the goods sent to him for their proper condition and notify CONPOSA GmbH in writing of any defects within a period of five working days after receipt of the goods. For hidden defects, this period applies from their discovery.
5. In the event of a justified notice of defects, that is, if there are material defects, or the cause of which already existed at the time of the transfer of risk, CONPOSA GmbH is entitled to choose to rectify the defects (rectify the defects) or to make a subsequent delivery (replacement delivery).
6. If CONPOSA GmbH delivers a defect-free item for the purpose of non-performance, the customer must surrender the defective item. This applies accordingly to defective components if they are replaced by defective components as part of the rectification.
7. If CONPOSA GmbH is not in a position to make improvements or subsequent deliveries or is entitled to refuse to carry out subsequent improvements or subsequent deliveries in accordance with Section 439 (3) BGB, or if the subsequent improvements or subsequent deliveries are delayed for a reasonable period of time addition, for which CONPOSA GmbH is responsible, or if the subsequent delivery or rectification fails twice, the customer is entitled to choose to withdraw from the contract or to demand a corresponding reduction in the purchase price.
8. The purchaser's statutory rights of recourse against CONPOSA GmbH only exist if the legal requirements (including the purchase of consumer goods) are met. Therefore, there are in particular no recourse claims if the purchaser has made agreements with his customer that go beyond the statutory warranty claims as part of a guarantee or as a goodwill gesture.
9. To the extent that the statutory provisions on the purchase of consumer goods, in particular with regard to recourse liability (in the absence of the legal requirements) do not apply, a one-year warranty period applies. Legally mandatory longer deadlines remain unaffected.
10. The legal consequences of a violation of the commercial duty to examine and give notice of defects (according to § 377 and § 378 HGB) remain unaffected.
11. Section XII applies to claims for damages. Further claims or claims of the customer against Conposa and its vicarious agents due to a material defect other than those regulated in this section and section XII are excluded.
XII. Damages / liability:
1.Claims for damages on the part of the purchaser, regardless of the legal reason, in particular due to violation of obligations from the contractual relationship and tort, are excluded, unless mandatory liability arises according to the Product Liability Act, in cases of liability for willful or grossly negligent behavior, due to the violation of life, limb or health, or due to the violation of essential contractual obligations.
2. However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless a limitation is not excluded for another reason due to willful or grossly negligent actions or due to injury to life, limb or health.
3. In the event that claims are made by the customer or his customer entitled to subsequent performance, Conposa has the opportunity within a reasonable period of time to carry out the subsequent performance himself before he otherwise obtains “replacement”. The customer must impose this obligation on his customer. If the purchaser violates these obligations, CONPOSA GmbH reserves the right to reduce the reimbursement of expenses to the amount that would have been incurred if it had been remedied. § 444 BGB remains unaffected.
4. Reimbursement of expenses for expenses in the context of the supplementary performance of the customer against his customer are further excluded if the customer has not exercised his right to refuse this type of supplementary performance or both types of supplementary performance due to unreasonableness of the costs.
5. CONPOSA GmbH bears the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs, as well as the expenses for removing the defective item and installing or attaching the repaired or delivered item free of defects, if this is actually the case there is a defect. Insofar as the expenses increase because the delivery item has subsequently been moved to a location other than the customer's branch, the customer bears the additional costs incurred, unless the transport corresponds to its intended use. This applies accordingly to the recourse claims of the purchaser in accordance with § 445a (recourse of the seller to the supplier), provided the last contract in the supply chain is not a consumer goods purchase.
6. Installation and removal costs are only to be borne by CONPOSA GmbH if the item has been incorporated into another item or attached to another item in accordance with its type and intended use and we have the defect that is the cause of the assertion of subsequent performance claims have to represent. In particular, XII. 4. referred.
7. The limitation periods binding for these claims apply to claims for damages and reimbursement of expenses in connection with the defectiveness of the goods (cf. X. 9.). The same limitation period applies to the customer's recourse claims in accordance with §445a BGB, provided that the last contract in the supply chain is not a consumer goods purchase.
8. The purchaser's right of retention does not exist for limitation claims based on defects.
XIII. Returns:
1. Returns of defective goods require the prior written consent of CONPOSA GmbH. Returns are only accepted within 90 days of the shipping date in the original packaging.
2. Fundamentally, special devices, non-originally packaged goods as well as products that are no longer (at the time of the return) in the current Conposa product catalog are excluded from the return.
3. The return goods note must contain the exact description of the goods as well as the date and number of the corresponding (reference) invoice or delivery note.
4. The return delivery approved in writing by CONPOSA GmbH is to be delivered to CONPOSA GmbH in Hemer at the customer's expense.
5. Even if the return has been approved, the return is only carried out by CONPOSA GmbH against a credit for the value of the goods less the processing costs. These are estimated at a flat rate of 20% of the net goods value, but at least EUR 50.00.
XIV. Other:
1. CONPOSA GmbH reserves its property and copyright use and exploitation rights without restriction on cost estimates, drawings and other documents (hereinafter referred to as “documents”). The documents may only be made accessible to third parties with the prior consent of CONPOSA GmbH and, if the order is not placed with CONPOSA GmbH, they must be returned immediately upon request. Sentences 1 and 2 apply accordingly to the customer's documents; however, these may be made accessible to third parties to whom CONPOSA GmbH has legitimately transferred the deliveries.
2. For the legal relationship in connection with this contract, German substantive law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
3. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of CONPOSA GmbH, Hemer.
4. Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, the effectiveness of all other provisions or agreements will not be affected.
5. Unless otherwise stated in the order confirmation, the place of fulfillment for all services and consideration, including payments, is the headquarters of CONPOSA GmbH.