of the company:
Ollendorf Mess-Systeme
Dipl.- Ing. Hans-Joachim Ollendorf
Zur Springe 5
39517 Brunkau - Germany

§ 1 Area of validity

These terms and conditions shall apply only toward companies, legal entities under public law, and special funds under public law by the definition of section 310 paragraph 1 of the German Civil Code. We will not acknowledge any adverse provisions or any customer's provisions deviating from our GTCs, unless we accepted these other provisions expressly in writing.

These terms and conditions shall also apply to all future business transactions with the customer, as far as it concerns legal transactions of a related kind.

§ 2 Offer and contract conclusion

If an order is to be considered an offer pursuant to section 145 of the German Civil Code (BGB), we can accept it within two weeks.

§ 3 Documents provided

We reserve rights of ownership and copyright of cost estimates, drawings and all other documents provided by us. These documents must not be disclosed to any third parties without our written consent. If no order is placed within the period mentioned in § 2, then all documents must be immediately returned.

§ 4 Products / software

(1) Our products are subject to technological progress. Technical modifications and changes in form, colour and/or weight shall remain within the limitations of what can be reasonably expected and lie within standard commercial limits.

(2) The customer acknowledges that software products are by nature complex and not entirely error-free. We do not guarantee that software is error-free. The Customer is entitled to use only the quantities of Software for which licenses have been purchased.

§ 5 Repairs

The delivery of repair orders will be paid for by the customer. Repairs shall only be done in our own workshop, or a workshop of our choice. If required, we can make a cost estimate. If the repair is not ordered, the price of each cost estimate is €65.00 excluding postage, packing and VAT. Unless specially requested, return of products will always be by normal parcel post. Specially required means of shipping will be done at the expense of the customer. We will provide a 6 month warranty on all repairs.

§ 6 Prices and payment

(1) All prices provided are for delivery ex works and excluding packaging, plus the statutory rate of value added tax unless otherwise agreed upon in written form. Packaging costs will be billed separately.

(2) Payment of purchase price is to be made in entirety to the overleaf-specified account.

(3) Unless otherwise agreed, the full purchase price is to be paid within 10 days of receiving delivery. The default interest rate shall be 8% above the respective base rate p.a. We reserve the right to assert claims for larger damages caused by delay.

(4) If no fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in wage costs, material costs and distribution costs for deliveries occurring 3 months or later beyond the formation of the contract.

§ 7 Right of return

(1) A return (return or replacement) without legal or contractual entitlement is impossible. If not legally or contractually entitled to a return, all shipping costs, as well as all costs for the original shipping, packing and service fees for any returned products will be paid by the customer.

(2) Before the customer exercises the right of return, he must contact our customer services, to arrange further procedures and make possible a fast completion of the return. For this purpose, our hotline is +49 (0)39361-96717.

§ 8 Right of balancing accounts or retention

The customer may exercise any rights on balancing accounts or of retention of money only insofar as his counterclaims are conferred upon us as legal or deemed undisputed. Based on the same contractual relationship, the customer is authorised to exercise his right of retention only insofar as his counterclaim.

§ 10 Transfer of risk

If the consignment is being shipped to the customer at the latter’s request, then the risk of its accidental destruction or deterioration shall pass to the purchaser no later than when the consignment leaves the factory / warehouse. This shall apply regardless of whether shipping of the goods is from the place of fulfilment and regardless of whom bears the shipping costs.

§ 11 Reservation of property rights

(1) We shall reserve the property of purchased objects until receipt of any and all payments under the delivery contract. This shall also apply to all future deliveries, even if we do not explicitly refer to this. In the event of non-compliance with contract by the customer, we shall be entitled to take back purchased objects.

(2) The customer shall be obliged to treat purchased objects with care; in particular, he shall be obliged to take out, at his own expense, a fire, water and theft insurance in the amount of the fixed value of the objects to be insured. Necessary maintenance and inspection works shall be carried out by the customer in due time and at the customer’s own expense. In the event of seizure or other interventions by third parties, the customer shall be obliged to notify us immediately in writing. Insofar as the third party is not able to reimburse to us, the costs for courtroom, or for out-of-court proceedings in accordance with section 771 German Code of Civil Proceedings, the customer shall be liable for the loss incurred by us.

(3) The customer shall be entitled to resell the purchased object in the ordinary course of business; however, the customer shall immediately assign to us any and all claims accruing to him from the resell to his buyers or to any third party in the amount of our final invoice (including value added tax). This is irrespective of whether the purchase object was or was not further processed before the resale. The customer shall remain entitled to also collect this receivable after the assignment. This provision shall not affect our right to collect the receivable ourselves. However, we shall be obliged to refrain from collecting the receivable, so long as the customer complies with payment obligations from any earnings gained, so long as he is not in delay with his payments and, in particular, so long as no insolvency proceedings are instituted against him and payments are not suspended.

§ 12 Rights under claims for defects, quality, periods of limitation

(1) The customer’s rights under claims for defects and all claims for compensation assume that the customer has properly discharged all obligations of examination and notifying us of defects due under Section 377 of the German Commercial Code.

(2) An exclusion period of 12 months from receipt of goods applies.

(3) If, in spite of all care taken, the purchased objects supplied show any defect that was already present at the time of transfer of risk, we shall, subject to the purchaser’s complaint about the defect having been raised in time, either remedy the defect or, if we so choose, supply a replacement. We must always be given the opportunity to make good any defect within a reasonable deadline. Any rights of recourse remain unaffected by this provision.

(4) If the supplementary fulfilment fails, then the customer can, at his discretion, irrespective of possible damage claims, withdraw from the contract.

(5) Claims of the customer, based on defects, shall not be valid in case of only irrelevant variance from the agreed condition, at only insignificant impairment in utility, in case of normal wear and tear or damages that have occurred after transferring the risk due to incorrect or negligent handling, excessive loads, unsuitable equipment, imperfect workmanship, or which arise due to special external circumstances. If improper modifications or repairs are conducted by the customer or third parties, they are not entitled to assert claims for damages based on the consequences resulting thereof.

(6) If a defect is attributable to a defective product of a supplier, who is not our vicarious agent, the claims of the customer shall be limited to the assignment of the company Ollendorf Mess-Systeme’s claims against the supplier. This shall not apply if deficiencies arise for reasons attributable to the customer, e.g. due to unsuitable or inappropriate use of the products of the supplier. If the customer cannot first assert his claim extrajudicially against the supplier, the subsidiary defect liability of the company Ollendorf Mess-Systeme is not affected.

(7) Claims on the part of the customer for necessary costs for the purposes of repair incurred because the goods were taken to a different location following delivery are excluded where they increase transport costs, unless said transfer complies with normal use.

(8) The customer has statutory rights of recourse against us only insofar as the customer has not reached any agreements with his customer that go beyond the statutory claims for defects.

§ 13 Miscellaneous

(1) This contract and the entire legal relationship between the two parties shall be subject to the laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG 4/11/1980).

(2) Place of performance and exclusive court of jurisdiction for all disputes arising from this contract is, unless otherwise specified in the confirmation of the order, our registered offices.

(3) All agreements that are made between the parties for the purpose of the execution of this contract are stipulated in this contract.

(4) Should any individual provisions of this contract be or become invalid or contain any loopholes, all other provisions shall remain unaffected. The parties shall undertake to replace the ineffective provision or fill the loophole contained within it by agreeing on the legally permissible regulation that comes closest to the commercial purpose of the invalid provision.