Terms and Conditions
for the sales of ResultNetworks GmbH, Heidplätzchen 1A, D-51789 Lindlar - CEO: Georg Hensch
- Valid for customers in commerce within the meaning of § 14 BGB -
1. General
The following General Business Terms and Conditions apply for all offers, contracts, deliveries and other services of ResultNetworks GmbH (hereinafter all known as the „Seller“):
The contract parties‘ business / purchasing conditions are only valid if they have been agreed between the business partners in writing. Any oral reference by either contract partner to his business terms shall never make them valid, even if we would not disapprove of them. The current terms and conditions as part of an ongoing business relationship between merchants shall be recognised as a component of the contract even if the Seller has not expressly referred to their inclusion in each individual case. At the time of the initial contract of sale, the Buyer agrees in advance that these business terms and conditions also apply for all further and future offers, deliveries and other services, even if they have not been newly agreed.
Any agreements of any kind that deviate from these General Business Terms and Conditions, either during or after the conclusion of the contract with appropriate representatives or / and company employees, shall only become a part of the contract if they have been agreed by the Seller in writing.
2. Offers and contract formations
Offers are always non-binding, just like the information and offers in catalogues, in the Seller’s sales documents, and on the Internet; as long as they are not expressly referenced as binding i.e. they to be understood only as requests for offer solicitations.
Orders shall be acknowledged as accepted if they are either confirmed by the Seller in writing or executed immediately after the receipt of the offer. A delivery note or product invoice shall thus count as an order confirmation.
The Seller is authorised to correct obvious typos, IT-related or calculation errors (in writing) even after the submission of the order confirmation. If the Seller becomes aware of any facts (in particular with regard to defaulted payments on the part of the Client for earlier deliveries or services) after the formation of the contract which, pending a mandatory commercial judgement, suggest that the purchase price claim may not be met due to lack of capacity on the part of the buyer, he shall be authorised to demand an advance payment (even if the Client is domestically based) and to withdraw from the contract in the event of refusal; the bills for any already performed partial services shall become due immediately. The seller reserves the right to perform a query of creditworthiness of the buyer.
In the case of purchasing and leasing contracts which are supplied by ResultNetworks GmbH, the business transactions shall always be acknowledged as between two companies.
3. Software
Software included in the package, which is not produced by ResultNetworks GmbH, is subject to the provisions of the applicable license agreement.
4. Prices
Payments for buyers based outside of Germany shall become due in advance pending the receipt of the invoice. The above-mentioned / shown prices are net prices in Euros, and do not include the currently valid German VAT rate. The offer is non-binding. The prices to be calculated shall be those valid on the day of the order. Price changes, omissions and errors may apply.
All prices are off-the-shelf prices. Costs for packaging, shipping / transportation and transport insurance / expenses shall be incurred by the Buyer. Deliveries within Germany are delivered to the door, packaging included.
5. Packaging and dispatch
The product must be dispatched in appropriate packaging. The costs shall be insured at the expense of the Buyer during the dispatch, unless it was expressly agreed that the dispatch would come with no insurance policy. The costs for insured dispatch shall also be incurred by the Client. There is no valid packaging material return. Re-usable packaging shall be made available by the Seller only on loan.
6. Delivery
During the delivery, the product shall be sent, via a third party, to the address indicated in the sales contract by the Buyer. During the delivery, the risk liability shall be transferred from the Seller to the Buyer, with the sending of an appropriate notification to the dispatch company. The Client shall be fully responsible for adhering to all the import and transit regulations.
Normally, it is the Buyer who will incur the costs for the purchase and dispatch of goods to a location other than the place of delivery.
Without prejudice to the risk transfer, risk for accidental loss of and deterioration to the goods shall be transferred to the Buyer, pending proof that the Seller has sent the purchased goods to a location other than the place of delivery at the request of the Buyer, or as soon as the Seller has delivered the article to the transporter (shipper, carrier or other person or institute appointed with the dispatch task). If the dispatch is delayed at the request of or due to fault by the Buyer, then the warehouse shall store the product at the cost and expense of the Buyer. In such a case, the dispatch protocol shall remain unaffected. In such cases, the Seller is expressly authorised to perform partial deliveries and partial services in all cases.
7. Delivery periods
Statements made on our website about the availability and delivery times are not binding. Actual availability and delivery dates can be requested under the above contact details. The delivery must be made within 45 days. If a delivery is not possible within this period, there shall be issued a separate notification with a request for an appropriate confirmation. Each partial delivery shall be acknowledged as a separate transaction. If a delivery is impossible (in whole or in part) as a result of circumstances for which the Seller is not responsible, then the Seller shall be authorised to relinquish his delivery obligations (in whole or in part, as the case may be).
In the event of a delivery or service delay, assertions for delay consequences shall not be valid.
8. Right of withdrawal
It is agreed that the transactions are business-to-business ones. As such, the right of withdrawal is expressly invalid.
9. Payment conditions, default of payment
The transfer or delivery of a product shall be fully internal in nature, with the payment conditions of a 14-day invoice with no reductions or advance payments pending. Deliveries to locations outside of Germany shall acknowledge an advance payment via money transfer or via the payment system PAYPAL or WORLDPAY via a credit card (VISA / MasterCard). The invoice amount must be paid, to the Seller, in full, with no additional charges pending. Cash discounts are excluded.
If there is no given payment deadline, the default payment period shall be recognised as 15 days after the invoice date, with no further warning; otherwise, it shall be recognised as from the given payment deadline. In the event of a payment default, all further deliveries – as well as backlog settlements – shall only take place given the condition of an advance payment or a cash payment. In an event of default on payment on the part of the Buyer, the Seller shall be authorised to charge interest of at
least 12 %. If any alternative payment conditions have been agreed, they must be approved by the Seller in writing to be valid.
In case of delayed payment, the seller reserves the right to keep back deliveries and services until full payment.
10. Bank details:
Bank: Kreissparkasse
Account number: 0323551016
Bank code number: 370 502 99
IBAN: DE85 370 502 99 0323 551 016
BIC: COKS DE 33
11. Withholding, setoff and retention ban
The Seller is authorised to offset incoming payments which deviate from the Buyer’s intended purpose initially in the form of costs and due interest rates and then on older outstanding receivables. The Buyer can make an express written request for the same.
The Buyer is only authorised to offset (or withhold or reduce) costs if the counterclaims are founded on legal reasons or undisputed (as long as he is still acknowledged as an entrepreneur).
12. Inspection and notification obligation
The Buyer must approve the product, unless the Seller has a legally valid right to refuse the delivery. The Buyer must inspect the product goods within 3 days after receiving to ensure that it has no defects and that it is functions properly, and must report any defects to the Seller immediately. If the inspection and notification obligation is infringed upon, the product shall be acknowledged as approved in respect of the defect(s) in question.
Transportation-related damages do not count as defects; normally, the transporter would be responsible for these.
13. Guarantee
If the product is defective, it lacks any warranted characteristics or it becomes defective as a result of manufacturing or material defects within the guaranteed warranty period, then ResultNetworks GmbH shall provide a replacement or repair the product – the decision is their own, and other guarantee claims shall not be valid. Multiple repairs are permitted. It must be ResultNetworks GmbH who makes the decision of whether a repair or a replacement is necessary. Exchanged components shall become the property of ResultNetworks GmbH. With used equipment, all guarantees shall be excluded.
For the purpose of determining whether any defect is due to abuse or whether there is any valid warranty claim, the damaged device shall be sent back to the Seller and tested as appropriate. If it is decided that a defect is due to abuse, no guarantee claim shall be valid. The Seller shall draw up a cost estimate for the repair.
14. Warranty
It is agreed that the transactions are business-to-business. As such, the condition of warranty does not apply.
15. Liability
The Seller shall not be liable for delivery and service delays due to force majeure events / events which significantly impede a delivery or service or make it impossible e.g. material procurement difficulties, equipment failures, labour disputes, lockouts or disruption of transportation routes, administrative orders etc., even against contractually agreed periods. They will entitle the Seller to withdraw from the contract. This shall also apply if such events occur with the Seller’s delivery agents or sub-delivery agents.
The Seller shall inform the Buyer of the beginning and end of such hindrances ASAP. The Seller shall not be liable for indirect or consequential damages. Claims for damages following a positive breach of contract, for negligence within the contract and for the violation of contractual additional deadlines in particular shall not be valid.
If, as per these terms and conditions, the liability for damages should be nullified or reduced in favour of the Seller, such liability exclusion or limitation shall not apply for any such damages that were due to intentional or grossly negligent contractual or obligation violation by the Seller or any of his aides or assistants. In the case of deliveries to external clients, liability shall be limited to predictable damages.
16. Retention of title and extended retention of title
All deliveries shall be made exclusively with the condition of retention of title pending. The delivered product shall remain the property of the Seller until the Buyer has paid all his debts. The Buyer may not retain any goods.
In the event of a breach of contract by the Buyer (payment default in particular) the Seller shall be authorised to take back the reserved goods at the expense of the client. In the event of any mixing, connection or processing of purchased items, the Seller shall become the owner of the newly created item valued at the purchase price. At the same time, the Buyer shall transfer the purchase price claim amount (at the amount of the unpaid purchase price) to the Seller during the resale of the newly created item. If so requested by the Seller, the Buyer must reveal to the Seller the identity of the debtor of the assigned claim and represent the cession to the debtor.
Any pledge or transfer of ownership of reserved goods is prohibited, and may call for penal proceedings.
17. Privacy policy
The seller is collecting, possessing and useing data supplied by the purchaser under the provisions of the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG). The data can be transmitted to third parties which are part of the ordering process, for example, to perform credit checks. In the context of credit card payments (Paypal / Worldpay) is the financial services partner solely responsible for the proper collection, use and storage of data according to data protection law. The seller does not collect data for marketing purposes. Further comments on the security of the personal data, can be found under the "Privacy" tab.
18. Applicable law, place of fulfillment and jurisdiction
The law of the Federal Republic of Germany shall apply for these business terms and conditions and all the legal relationships between the business partners.
The place for the delivery of the products is the delivery address indicated in the purchase contract by the Buyer.
The jurisdiction of ResultNetworks GmbH company headquarters shall be the sole jurisdiction for all disputes directly or indirectly related to this contractual relationship (as long as the Buyer is a merchant is defined by the Business Code, a public law legal person or one who receives special assets at the behest of the existing public law).
The same jurisdiction shall apply if the Buyer has no overall jurisdiction locally, if he relocates his place of his residence (or usual place of residence) abroad after the conclusion of the contract, or his residence or usual place of residence is not known at the time of the complaint.
19. Salvatory clause
If any provision within these business terms or conditions or the subsequently concluded contract should be ineffective, this shall not affect the validity of the remaining clauses. It should be replaced by a provision that represents the economic implications of the defunct one as much as possible. This also applies to any omissions with these terms and conditions or with the contract.
Version: June 2013