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Terms & Conditions

§1 - General

  1. These terms of sale shall apply exclusively; any deviation from these terms of sale is not binding or valid unless expressly agreed in writing with the purchaser in advance. Any conflicting exclusion clause is hereby expressly excluded.

  2. Any agreements concluded between us and the purchaser for the purpose of execution of this contract, are explicitly given in writing in this contract.

  3. Any agreements concluded between us and the purchaser for the purpose of execution of this contract, are explicitly given in writing in this contract. We are entitled to assign any claims arising from our business relationship.

  4. Our terms of sale also apply to all future transactions with the purchaser.

§2 - Prices - Terms of Payment

  1. Unless otherwise stated in the order confirmation, our prices apply "ex-works" excluding packaging; this will be charged separately.

  2. Value Added Tax is not included in our prices. This is shown separately at the current rate on the day of the invoice and will be clearly shown in that invoice.

  3. Any discount will only be appropriate if specified in writing.

  4. Unless otherwise stated in the order confirmation the purchase price (without deductions) is due, in full, within 30 days from the date of the invoice. Moreover, the statutory rules regarding the consequences of late payment apply. In the event of delay in more than one case of liability, the total claims against the debtor are immediately due for payment.

  5. Offsetting payment by a customer entitled to such is only enforceable if his counter claims are legally established, undisputed and acknowledged by us. A customer may exercise a right of retention only if the extent of his counterclaim is based on the same contractual relationship.

  6. Our claims are laid down by BFS finance GmbH, Verl. Customer payments can be made with debt-discharging effect only to BFS Finance GmbH. The bank account to be used is clearly referred to in our invoice.

$3 - Delivery

  1. Our offers are subject to change. Delivery is only possibly while supplies last. The delivery, subject to the availability of the goods, will be within 2-3 working days. If the customer requests changes or additions to the order after the initial order placement, or under other circumstances which make the adherence to the delivery date therefore impossible, then the delivery date will be delayed within a reasonable period of time.

  2. If the purchaser is in default of acceptance or culpably violates mutual obligations, we are entitled to demand compensation for the damage thus caused, including any additional expenses. Further claims are reserved. In the event of such default, risk of accidental loss or accidental deterioration of the goods is passed at that moment to the buyer who has failed in acceptance or has violated any part of his obligations..

  3. Furthermore, we are liable in the event of default under the statutory provisions covering delivery delay. The buyer is advised that his interest in the further fulfilment of the contract may thus be terminated.

  4. We shall be liable also under the statutory provisions, provided that the delivery delay cause is based on intentional or grossly negligent breach of contract, negligence of our representatives or vicarious agents and that this is attributable to us. If the delay in delivery is not based on a deliberate breach of contract by us, our liability for damages is limited.

  5. We shall be liable according to the statutory provisions in the event of a delivery delay attributable to us and based on culpable breach of a contractual obligation; in this case, however, the liability for damages is limited to foreseeable and usual occurring damage.

$4 - Transit Risk / Packaging Costs

  1. Unless otherwise agreed in writing in the confirmation of order "ex works" has been agreed. Shipping costs and transport insurance are therefore the responsibility of the buyer.

  2. All packaging is non-returnable and disposal is the responsibility of the buyer.

§5 - Warranty

  1. Warranty claims of the customer pre-suppose that obligations under § 377 HGB have been fulfilled and that any further obligations required under public procurement law on the customer part have been complied with.

  2. If a defect in the purchased goods (hardware or software) is established then the customer is entitled, at its discretion, to acknowledgement of the defect or the supply of a replacement. In the case of a defect we are committed to accept full financial responsibility in ensuring that a replacement is supplied. This includes in particular transport, material costs and labor costs providing that no increased cost, or damage, is caused by the purchased goods having been moved to a place other than the place of delivery.

  3. In the event of a defect replacement delivery failing or if subsequent replacement delivery is not possible the customer is within his rights to withdraw or to arrange compensation at his discretion.

  4. We shall be liable according to the statutory provisions for any customer claim for compensation relating to intentional or gross negligence of our representatives or vicarious agents. Insofar as no intentional breach of contract is attributable to us liability for damages is limited to the foreseeable and usual occurring damage. We shall be liable according to the statutory provisions if we culpably violate a material contractual duty. In this agreement, however, the liability for damages in these cases is limited to the foreseeable usual occurring damage.

  5. The limitation period for claims based on defects is 12 months from the date of purchase.

§6 - Liability

  1. An extended liability for damages as provided in section 5 is excluded regardless of the legal nature of the asserted claim. This applies in particular to damage claims for negligence upon conclusion of contract or claims due to other breaches of duty or wrongful claims for compensation for damage in accordance with § 823 BGB.

  2. Insofar as the liability for damages is excluded or limited, this applies also in regard to the personal liability for damages of our employees, staff, representatives and vicarious agents.

7. Retention of Title

  1. Ownership of the purchased goods is reserved by us until full payment of all outstanding amounts due is received. Retention of affected goods does not constitute withdrawal from the contract unless the purchaser is an end-user or we have expressly declared this in writing. Seizure of the purchased goods by us indicates in all cases a withdrawal from contract. We are entitled after return of the goods to offer them for resale as normal. Any costs incurred are the responsibility of the purchaser – excluding any reasonable realization costs.

  2. The customer is required to handle the goods with care. In particular, he is obligated to insure the goods at his own expense against fire and against water damage and against theft at replacement value. If any maintenance and inspection work is required, the customer must perform this within a reasonable in time and at his own expense.

  3. In the event of seizure or other interventions of third parties the customer is required to notify us immediately in writing in order that we can take appropriate action according to § 771 ZPO. As far as the third party is not in a position to cover any court and out-of-court costs of an action pursuant to § 771 ZPO refund the customer is then liable for any loss incurred by us.

  4. The customer is fully entitled to resell the goods in the ordinary course of business; He is however then responsible for all claims which accrue to him from the resale against his buyers or third parties irrespective of whether the goods have been resold before or after processing or assignment. If, between us and the customer, there is a current account relationship according to § 355 HGB, the prior assignment also refers to the acknowledged balance.The customers responsibility to collect this claim remains unaffected even after the assignment Nonetheless, we undertake not to collect the claim provided that the buyer meets his payment obligations from the proceeds, is not in default of payment and in particular that there has been no application to open insolvency proceedings or payment default. If this were the case we may demand that the customer disclose to us the assigned claims and their debtors make all information needed for the collection of documents available and notifies the debtors (third parties) of the assignment.

  5. Any processing or alteration to the goods required by the customer will always be performed for us. In the event of the goods being processed together with any other items not belonging to us we shall acquire co-ownership of any new item in direct proportion to the value of the goods, belonging to us, against the other processed goods at the time of processing. If the goods are combined with other items not belonging to us, we shall acquire co-ownership of any new item in direct proportion to the value of the goods, belonging to us, against the other processed goods at the time of processing. If the purchaser's goods are regarded as the main item the purchaser shall transfer ownership proportionally to us.

  6. We undertake to release the securities, paid prior to us, at the customer's request providing that as the realizable value of our securities exceeds the claims secured by more than 10%; the determination of the securities to be released shall be our responsibility.

§8 - Jurisdiction / Place of Business

  1. If the customer is a distributor, our registered place of business will be the address used for any legal purposes; however, we reserve the right to sue the customer at his local court.

  2. The laws referred to are those of the Federal Republic of Germany.

  3. Unless otherwise stated in the order confirmation, our place of business is determined to be the place of business of the transaction.

§9 - Invalidity

If any of these General Terms and Conditions is deemed to be illegal, invalid or otherwise unenforceable, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, it shall be terminated and deleted from this document. The remaining General Terms and Conditions shall survive, remain in full force and effect and continue to be binding and enforceable.