General Terms and Conditions

§ 1 Scope of application

  1. Our GTC refer to the delivery of movable goods, the permanent provision of software and other services, in each case on the basis of the contract concluded between us and the customer.
  2. Our GTC apply exclusively; we do not recognize any deviating GTC, supplements, ancillary agreements or purchasing conditions of the customer – subject to
    express written consent. This shall also apply if we carry out the delivery without reservation in the knowledge of deviating terms and conditions of the customer
    .
  3. Our General Terms and Conditions only apply to entrepreneurs, legal entities under public law or special funds under public law.

§ 2 Offer – Conclusion of contract – Offer documents

  1. Our offers and cost estimates are subject to change. Illustrations and information in catalogs or advertising are non-binding – the quality of the goods is only determined by the description according to the order confirmation. Coal Control reserves the right to make necessary technical changes, even to ordered goods.
  2. The client’s order constitutes a binding offer, which we can accept within two weeks by sending an order confirmation or by delivering the goods or handing over the software package.
  3. We reserve the industrial property rights to illustrations, drawings and other documents, in particular those marked as confidential, which we make available to the customer. They may only be passed on to third parties with the consent of Coal Control.

§ 3 Provision of software

  1. The mandatory provisions of the Copyright Act (Section 69a et seq. of the Copyright Act) apply with regard to rights of use.
  2. Only the installation instructions printed in the documentation are authoritative for the installation of the software. It is the responsibility of the customer to provide the system requirements (hardware and other software) necessary for the proper execution of the installation.
  3. The customer may only pass on the software to third parties in its entirety as it was handed over, i.e. the original data carrier including the documentation, and only with an equal transfer of the rights of use.
  4. It is not permitted to transfer the program in any form whatsoever.
  5. In the event of transfer to third parties, all backup copies that the customer has permissibly made must be destroyed or handed over at the same time.
  6. Subletting the software is prohibited.
  7. If the customer purchases standard software, he shall receive a non-exclusive right to use the software for an unlimited period of time. Depending on the underlying contract, the customer is either entitled to use the software on one computer only (single license) or on several computers (network license). The software is deemed to be used on a computer if it is loaded into the RAM or installed on a fixed memory (e.g. hard disk).
  8. If the customer does not purchase standard software, but individual software specially created for him, he may only use this software to the extent permitted by the contract. The customer may only further develop or modify the individual software to the extent permitted by the contract. All rights of use to the customized software created by us necessary for the agreed use shall be transferred to the customer.

§ 4 Prices and terms of payment

  1. The agreed purchase price is binding and is understood to be “net ex works” excluding packaging, freight, postage and value protection, unless expressly agreed otherwise. Value added tax shall be shown separately on the invoice at the statutory rate on the date of invoicing.
  2. If the price has increased at the time the service is provided due to a change in the market price or an increase in the fees charged by third parties involved in the provision of the service, the higher price shall apply. If this is 20% or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately after notification of the increased price.
  3. The deduction of a discount requires a special written agreement.
  4. Unless otherwise stated in the order confirmation, the purchase price shall be due for payment without any deductions within ten days of receipt of the goods. After expiry of the aforementioned period, the customer shall be in default of payment. The statutory regulations regarding the consequences of default of payment shall apply.
  5. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 5 Time of performance and terms of delivery

  1. Specified delivery periods are only binding if this has been expressly agreed in writing.
  2. If we have specified binding delivery deadlines, such deadlines shall be extended in the event of events for which we are not responsible, strike, lockout,
    war, shortage of energy or raw materials or force majeure, for the duration of the delay. The same applies if the customer does not fulfill any obligations to cooperate.
  3. The shipping method shall be selected in agreement with the Buyer. Unless otherwise agreed in writing, the Buyer shall bear the costs of shipment, any ancillary costs and any additional costs for urgent and express goods.
  4. The risk of accidental loss and accidental deterioration shall pass to the buyer when the goods are handed over to him or – in the case of a sale involving the carriage of goods – when the goods are delivered to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
  5. In the case of delivery with installation and assembly, the risk shall pass to the customer at the time of acceptance.

§ 6 Liability for defects

  1. In the event of a defect, we reserve the right to choose the type of subsequent performance.
  2. The warranty period is one year.
  3. If the delivery is made without installation and assembly and if the assembly instructions supplied by us are faulty, we shall only be obliged to supply fault-free assembly instructions and only if the defect in the assembly instructions prevents proper assembly.
  4. With regard to individual software created by us, we guarantee that it is free of third-party property rights and that, to our knowledge, no other rights exist that restrict or exclude its use. If the contractual use is nevertheless impaired by third-party property rights, we shall be entitled, without prejudice to the claims to which the customer is entitled, either to modify the contractual services to an extent that is reasonable for the customer at
    his discretion so that they fall outside the scope of protection but nevertheless comply with the contractual provisions, or to obtain the authorization to use them in accordance with the contract without restriction and without additional costs for the customer. However, warranty claims by the customer are excluded if the customer has modified the software or had it modified.
  5. Claims for damages due to defects are excluded from the provisions of § 6. Here, § 7 of these GTC shall apply.

§ 7 Liability for damages

  1. Our liability for breach of contractual obligations and tort is limited to intent and gross negligence. This does not apply to injury to life, limb and health of the customer, claims for breach of cardinal obligations, i.e. obligations which arise from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, as well as compensation for damages caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault. As far as damages are concerned which do not result from injury to life, body or health of the customer, we are only liable for the typically occurring damage.
  2. Liability in the event of a delay in delivery is limited to 0.5% of the value of the delivery for each full week of delay, up to a maximum of 5% of the value of the delivery.
  3. The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.
  4. Insofar as liability for damages that are not based on injury to life, limb or health of the customer is not excluded for slight negligence, such claims shall become time-barred within one year of the claim arising or, in the case of claims for damages due to a defect, from the handover of the item.
  5. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives or vicarious agents.

§ 8 Retention of title

  1. We reserve title to the goods until all claims against the customer have been settled, even if the specific goods have already been paid for.
  2. The customer must inform us immediately of any enforcement measures taken by third parties against the reserved goods, handing over the documents necessary for an intervention; this also applies to impairments of any other kind. Irrespective of this, the customer must inform the third party in advance of the existing rights to the goods. The customer shall bear the costs of an intervention insofar as the third party is not in a position to reimburse these.
  3. In the event of resale/rental of the goods subject to retention of title, the customer hereby assigns to us as security all claims against his customers arising from the aforementioned transactions until all our claims have been satisfied. If the goods subject to retention of title are processed, transformed or combined with another item, we shall acquire direct ownership of the manufactured item. This shall be deemed to be reserved goods.
  4. If the value of the security exceeds our claims against the customer by more than 20 %, we shall, at the customer’s request and at our discretion, release securities to which we are entitled to the corresponding extent.

§ 9 Limitation of own claims

Notwithstanding § 195 BGB, our claims for payment shall become time-barred after five years. Section 199 BGB applies with regard to the start of the limitation period.

§ 10 Form of declarations

Legally relevant declarations and notifications that the customer must make to us or a third party must be made in writing. § SECTION 199 BGB.

§ 11 Place of performance – choice of law – place of jurisdiction

  1. Unless otherwise stipulated in the contract, the place of performance and payment shall be our registered office.
  2. This contract is governed by the law of the Federal Republic of Germany; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
  3. The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special entities under public law is the court responsible for our registered office.