Terms and Conditions DIATEST Hermann Költgen GmbH
Article 1 Exclusivity:
(1) Our terms of sale apply exclusively; we will not accept any conditions of the Customer conflicting with or deviating from our terms of sale, unless their applicability was explicitly consented to in writing. Our terms of sale will also be applicable even if we deliver our service to the Customer without hesitation, notwithstanding our awareness of the Customer’s conditions conflicting with or deviating from our terms of sale
(2) Any arrangements between us and the Customer regarding the performance of this agreement are specified in writing in this agreement.
Article 2 Quotation:
Unless defined otherwise our quotations are subject to change, including but not limited to unexpected increased costs of materials, salary or otherwise.
Article 3 Prices/payment:
(1) Prices are stated in Euro (€). The statutory value added tax is not included in our prices; it will be separately quoted in our invoice in the amount currently valid at the date of invoicing in accordance with the current statutory rate.
(2) The purchase price is due within 30 days net (without deduction) from the invoice date. We will grant a 2% discount for payments made within 10 days from the invoice date. Regarding the consequences of default of payment the statutory rules apply.
(3) The fees charged for bank transfers will be borne by the recipient of the payment and the payer respectively. Additional costs resulting from the payer’s non-compliance with the terms of payment defined by the recipient of the payment, will be borne by the payer.
(4) The Customer may only offset the amount in default, if his counter-claims are undisputed, ascertained by court or acknowledged by us.
Article 4 Consignment/delivery:
(1) The consignment will take place ex works from Darmstadt at the recipient’s expense and risk.
(2) Packaging is charged at cost and will not be taken back.
(3) Delivery deadlines and dates quoted by us are approximations only.
(4) We will not be liable if shipment is impossible or delivery delayed, as far as this is caused by force majeure or any other unforeseeable events at the date of conclusion of this agreement (e.g. disruption of any kind, difficulties in procuring materials or energy, delays in transport, strikes, lawful lock-outs, lack in workforce, energy or raw materials, difficulties in acquiring required official permissions, actions by regulatory authorities or missing, incorrect or delayed delivery from the supplier) for which we are not responsible. If such events make the delivery or service considerably more difficult or impossible and this impairment is not temporary, we will be entitled to withdraw from the agreement. If the impairment is only temporary, we will extend the delivery or service terms or defer the deadlines for delivery or service by the period of the impairment plus reasonable lead time. To the extent the Customer cannot be expected to accept approval of the delivery or service, he/she may immediately withdraw from the agreement in writing.
Article 5 Warranty, material deficiencies:
(1) The Customer or a third party appointed by him/her must carefully inspect the delivered items immediately on delivery. The items are deemed as accepted regarding ostensible deficiencies or any other defects which would have been identifiable if the item had been inspected with care immediately, unless we have been provided with a written notice of defects within six business days after the date of delivery. Regarding any other deficiencies the delivered items are deemed as accepted by the Customer, unless the notice of defects has been received by us within six business days after the date on which the deficiency was identified; if the Customer has already been able to identify the deficiency earlier, this earlier date prevails as the start of the notice of defects.
(2) For justified complaints we may replace the item or remedy the deficiency at our discretion. The Customer’s right to choose either reduction of payment for subsequent performance or withdrawal from the agreement is not affected by this provision. Additional claims, including but not limited to claims for damages which do not refer to the delivered item as such, are not applicable. This restriction does not apply if the damage is based on intentional or grossly negligent misconduct or culpable injury to life, body or health.
(3) The warranty period is one year from the date of delivery, in case acceptance is required, from the date of acceptance. This period does not apply to the Customer’s claims for damages regarding injury to life, body or health or intentional or grossly negligent misconduct caused by us or our agents, the validity of which expires according to the legal provisions.
Article 6 Retention of title:
(1) We retain ownership of the purchased item until all payments in accordance with the terms of delivery have been received. If the Customer infringes on the agreement, including but not limited to default of payment, we are entitled to reclaim the purchased item. If we reclaim the purchased item, this will be deemed as withdrawal from the contract. After having reclaimed the purchased item we are entitled to utilise it, the proceeds of this utilisation are to be offset against the Customer’s liabilities less reasonable utilisation costs.
(2) The Customer is entitled to resell the purchased item in the ordinary course of business; however, it hereby assigns to us all the receivables due from its Customers or third parties on account of the resale to the amount of the invoice final amount (incl. VAT) for our receivables, no matter whether the purchased item was re-sold without or after processing. The Customer remains authorised to collect this claim even after the assignment. This does not affect, however, our authorisation to collect the amount by ourselves. We promise, however, to abstain from collecting the due amount if the Customer meets his/her payment obligations regarding the utilised proceeds, is not in default of payment and, particularly, if bankruptcy or insolvency proceedings have not been filed or suspension of payment has not taken place. In this case we may request the Customer to disclose to us the assigned claims and its borrowers, to provide us with any information required for the collection and the corresponding documents and to inform the borrowers (third parties) about the assignment.
(3) The processing or restructuring of the purchased item by the Customer shall always be undertaken on our behalf. If the purchased item is processed with items not owned by us, we will acquire co-ownership of the new item proportionally to the value of the purchased item (invoiced balance subject to VAT) together with the processed items at the date of processing. Additionally, the same shall apply to the item created as a result of the processing as for the purchased item delivered with reservation.
Article 7 Project transactions:
The Customer retains a right of use of the expertise, including the corresponding software, that is acquired by us and the Customer in the course of a project to develop and build a complete system. Ownership of the expertise including the authorisation of utilisation, however, remains with us.
Article 8 Permission by the German Federal Office of Economics and Export Control:
The Parties agree that this agreement only takes legal effect on the condition precedent that the German Federal Office of Economics and Export Control, Frankfurter Straße 29 – 35, 65760 Eschborn, Germany grant the permission(s) required for the sale, delivery, transfer and/or export of the ordered goods.
Article 9 Place of performance and jurisdiction:
(1) For any disputes the place of jurisdiction is Darmstadt.
(2) The laws of the Federal Republic of Germany are applicable; the UN-Sales Convention is excluded.
(3) If not provided otherwise in the order acknowledgement, our business location is also place of performance.
The DIATEST Hermann Költgen GmbH, Schottener Weg 6, D-64289 Darmstadt website is provided by the:
DIATEST Hermann Költgen GmbH
Schottener Weg 6
D-64289 Darmstadt Germany
Telephone: +49 6151 979 0
Telefax: +49 6151 979 111
Managers: Gabriela Orio, Dipl.-Ing. Klaus Orio, Dipl.-Ing. Florian Orio
Value added tax identification number ID-Nr.: DE111635884
Certificate – The TÜV CERT Certification Body of TÜV Hessen - hereby certifies in accordance with TÜV CERT procedures, that DIATEST Hermann Költgen GmbH, Schottener Weg 6, D-64289 Darmstadt has established and applies a quality management system for lenght measuring technique, high-precision indicating bore gauges and accessories. An audit was performed, Report No . 4381 9075. Proof has been furnished that the requirements according to DIN EN ISO 9001 : 2015 are fulfilled.