Allgemeine Geschäftsbedingungen der
CI GmbH CONTROL INSTRUMENTS
(as of February 2022)
- The following terms and conditions of sale and delivery (hereinafter “GTC”) apply to all
Delivery services of CI GmbH CONTROL INSTRUMENTS (hereinafter referred to as “contractor”) based on
of work, work delivery or purchase contracts, insofar as the contractual partner (hereinafter
“Client”) is an entrepreneur within the meaning of 14 BGB and the contract for the operation of the company
belongs and to legal entities under public law and public special funds within the meaning of Section 310 (1) BGB.
- These conditions apply exclusively. Conflicting or deviating from our conditions
The client’s terms and conditions are not part of the contract. This also applies if
such conditions are not in direct contradiction, but the contractual regulations
would only complement. Exceptions require our express written consent. Our
Conditions apply even if we are aware of conflicting or of our conditions
Deviating terms and conditions of the client deliver to this without reservation. As part of
permanent business relationships, the following conditions apply to all subsequent ones
Deliveries agreed in the same way. Even then, counter-confirmations by the customer will not be accepted
component, if this has not been contradicted in a separate letter. The one in these
The objection expressed in terms and conditions applies comprehensively, also for all future transactions.
- These General Terms and Conditions are part of the contract in the version valid at the time the contract is concluded.
This applies in particular in the context of ongoing business relationships.
2 Content of the contract
- The content of the contract is primarily based on the content of the order confirmation from the contractor.
In addition, the following documents apply to the content of the contract in the order in which they are numbered (the
The lower number in each case takes precedence over the following – as far as documents of a respective number in the
specific case are not available, the number is omitted without replacement)
- The Contractor’s written offer in the most recent version
- Protocol of Negotiation
- These GTC
- Description of Services
- Provisions in the order letter that deviate from items 1 to 4
- The provisions of the Civil Code
- An offer submitted by the contractor is valid for a period of 3 months.
- The prices stated in the order confirmation apply.
- The contractor’s prices apply within Germany.
- The prices only apply to orders for the entire scope of delivery specified in the contract. The legal
VAT is to be added in each case. 13 b paragraph 1 sentence 1 no. 4 UStG must be observed. extra costs
such as packaging, transport and insurance costs are not included in the prices.
- The prices do not include a surcharge for the statutory truck toll of EUR 9.50 per
- For deliveries that are made later than 4 months after the conclusion of the contract, the
Contractor reserves the right to adjust the prices with regard to wage increases that have occurred in the meantime
and/or general price increases, in particular adjusting material costs. This applies in particular
if for the provision of the service employees for commissioning or other activities on site
4 Delivery, commissioning
- Delivery means the delivery of the subject matter of the contract to the construction site. Commissioning means
the installation of the machine including setting the machine parameters, configuration of the
software and all other adjustments required for proper operation. As far as
If these General Terms and Conditions refer to a delivery, this does not include commissioning.
- A prerequisite for compliance with the delivery period is the timely and proper fulfillment of the
Obligations and obligations of the client. The delivery period is deemed to have been met if up to
at the end of which the goods have left the contractor’s distribution warehouse or the
readiness for dispatch has been reported.
- Adherence to the delivery time is subject to correct and timely self-delivery. Itself
The Contractor shall notify imminent delays as soon as possible. In the event of the resignation of
contractual partner, the consideration already provided will be reimbursed immediately.
- In the event of delays due to force majeure, strikes, lockouts, unforeseeable failures or
Delay in material or machine deliveries from the contractor’s contractual partners
the delivery period will be extended by the corresponding period.
- If the hindrance lasts longer than 3 months, the customer is entitled to set a reasonable grace period
entitled to withdraw from the contract with regard to the part that has not yet been fulfilled. Does the
delivery time or if the contractor is released from his obligation, the customer can withdraw from this
not derive any claims for damages. The contractor can only rely on the circumstances mentioned
appointed if he informs the customer immediately.
- Transport and all other packaging will not be taken back. The client is
obliged to ensure that the packaging is disposed of at its own expense.
- If commissioning is contractually agreed, this will take place on the date specified in the contract
carried out. If a date is not provided for in the contract or for other reasons
(e.g. postponement) an appointment is necessary, this is done on the basis of a
written date proposal by the contractor. The client undertakes to
Participate in commissioning and confirm the successful commissioning in writing on site. With the
written confirmation, the client declares that the performance of the contractor is essentially
has been provided in accordance with the contract and thereby declares acceptance of the services.
- The client undertakes to create the conditions for timely commissioning,
in particular to properly coordinate and organize the construction site and to ensure that all necessary preliminary work has been completed by this date. The contractor only owes the
one-time implementation of the commissioning. If the commissioning cannot be fully carried out in this one-time appointment due to breaches of obligation by the client
are or the client demands additional ones beyond the commissioning date
Instruction/training, additional remuneration based on the contract price is to be agreed for this. The client undertakes to notify the contractor immediately in writing
to make the case that the commissioning cannot take place on the agreed date due to delays in the
construction schedule or other reasons within the customer’s sphere of risk
can be as well as to propose an alternative date as soon as possible and this with the
to coordinate contractors. The resulting additional costs of the contractor
in particular interim storage and preservation costs are to be borne by the customer.
- The content of the contract and the scope of delivery are those listed in 2 “Content of contract”.
components of the contract. The contractor is to insignificant deviations with regard to the
type and quality of the goods to be delivered.
- The contractor is entitled to make partial deliveries and partial services at any time, unless the
Partial delivery or partial performance is of no interest to the buyer.
5 Passing of Risk, Default of Acceptance
- The risk passes to the customer as soon as the shipment is handed over to the person carrying out the transport
has been handed over or has left the contractor’s warehouse or works for the purpose of shipment.
- In the event of default in acceptance, the risk of accidental loss or accidental damage passes
Deterioration of the delivery item passes to the customer at the point in time at which this
delay in acceptance.
- If the customer is in default of acceptance, he has to pay the resulting costs to the contractor
Additional costs, in particular the interim storage and preservation costs.
- If the customer is in default of acceptance, the contractor is entitled, after expiry of one of
to refuse the fulfillment of the contract and to demand compensation for damages within the period of grace to be set.
The contractor can also otherwise dispose of the goods and deliver to the customer within a new reasonable period. The compensation amounts to at least 30% of the agreed price, whereby the customer reserves the right to prove that no damage or less damage has occurred. The contractor reserves the right to prove higher damage.
6 Retention of Title
- The contractor retains ownership of the delivery item and all parts thereof until receipt of all payments from the delivery process with the customer, as well as future payments
Claims from contracts concluded at the same time or later. This also applies if individual or all of the contractor’s claims have been included in a current account and the balance has been drawn and acknowledged. In the event of breach of contract on the part of the customer, in particular default in payment, the contractor is entitled to return the delivery item
to take back. There is no reason for the contractor to take back the delivery item
Withdrawal from the contract unless the contractor has expressly declared this in writing. The
After taking back the delivery item, the contractor is authorized to use it
The proceeds from the sale are based on the customer’s liabilities – less reasonable
utilization costs – to be taken into account.
- In the event of attachments or other interventions by third parties, the client has the contractor immediately
in writing so that the contractor may file a suit in accordance with § 771 ZPO
- The customer is entitled to resell the delivery item in the ordinary course of business; however, he already assigns all claims in the amount of the final invoice amount (including
value added tax) of the claim of the contractor to the contractor, which the client from
of resale against his customers or third parties. To collect these claims
the client remains authorized even after the assignment. The power of the contractor, the
However, collecting the claim yourself remains unaffected by this. However, the contractor undertakes
not to collect the claim as long as the customer meets his payment obligations from the
meets the proceeds received, does not default in payment and, in particular, does not apply for
opening of insolvency proceedings, such proceedings have already been opened or otherwise
payment has been suspended. If this is the case, the contractor can demand that the client
Contractor announces the assigned claims and their debtors, all for collection
provides the necessary information, hands over the relevant documents and immediately notifies the debtors (third parties) of the assignment.
- Any treatment or processing of the goods subject to retention of title is carried out by the customer for the contractor without any obligations arising from this for the latter. If the reserved goods are processed, combined, mixed or mixed with other goods that do not belong to the contractor, the contractor is entitled to the resulting co-ownership share in the new item
Ratio of the value of the reserved goods to the other processed goods at the time of the
processing, combining, mixing or blending. If the customer acquires sole ownership of the item, the contracting parties agree that the customer co-owns the contractor in proportion to the processed, connected, mixed or blended reserved goods
in the new item and stores it for the contractor free of charge.
- Insofar as the delivery item or parts thereof are an essential part of the client’s property
the client undertakes to dismantle the contractor in the event of default of payment
of objects that can be removed without significantly affecting the structure
permit and to transfer ownership of these items back to the contractor. The
Dismantling and other costs shall be borne exclusively by the client. Does the
If the customer infringes the aforementioned rights, he is obliged to pay damages to the contractor.
- The client also assigns the claims to the contractor to secure the claims of the
Contractor against the client, which is caused by the connection of the purchased item with a plot of land
against a third party.
7 Terms of Payment
- In the case of pure delivery services, invoicing takes place upon delivery. The invoice amount is due within 30 days without deduction, unless otherwise agreed.
- Insofar as the commissioning of the devices by the contractor has been agreed in addition to the delivery service, this shall apply
The contractor is entitled to issue partial invoices for services rendered according to the progress of construction
place. Unless otherwise agreed, the invoices will be issued as follows:
1/ 3 upon order confirmation 1/ 3 upon notification of readiness for dispatch 1/ 3 upon delivery, but at the latest
14 days after notification of readiness for dispatch if delivery is delayed for reasons for which the
contractor is not responsible for. Payments are due in full immediately. The
The final invoice is due in full upon receipt of the invoice.
- The customer is entitled to exercise the statutory rights of retention and refusal of performance due to undisputed or legally established counterclaims. In addition, the customer is not entitled to exercise the right to refuse performance or rights of retention.
- If the client is in default of payment, the contractor is entitled to
delay in payment to exercise a right of retention for all further services from the business relationship. Insofar as the delay does not extend to minor amounts, the contractor is entitled to demand payment in advance for all subsequent orders that have already been placed.
- In the event of default, the customer must pay interest on the outstanding amount at a rate of 9 percentage points above the base interest rate annually. The possibility of asserting a higher damage caused by delay remains unaffected by the regulation.
8 Duties to cooperate/obligations of the client
- The client undertakes to coordinate and organize the course of the construction site
Precautions to be taken that the contractor’s services, in particular delivery and
Commissioning can be carried out on time.
- The client undertakes to make the necessary preliminary work, in particular the periphery, piping, etc. available in good time.
9 Liability; warranty; statute of limitations
- The contractor is liable without limitation for his own intentional or grossly negligent breaches of duty as well as such breaches of duty by his vicarious agents. The contractor is also liable without limitation in cases of injury to life, limb or health and insofar as the contractor has assumed guarantees. Otherwise, liability for slight negligence for damage that does not occur on the system supplied by the contractor itself is limited to EUR 10,000.00. The mandatory provisions of the Product Liability Act remain unaffected.
- Liability for wear and tear of the delivery item is excluded. As well
there is no liability for improper use of the delivery item or for unauthorized use
Changes, in particular due to the installation of third-party parts.
- In the event of a breach of essential contractual obligations, the contractor is liable for any negligence, but only
up to the amount of the foreseeable damage. Claims for lost profits, saved expenses,
from claims for damages by third parties as well as other indirect and consequential damages
be demanded, unless a quality feature guaranteed by the seller is specifically intended to protect the buyer against such damage.
- Insofar as there are defects, the contractor is entitled to rectify the defect or make an additional delivery at his own discretion. If the client requests that remedial work be carried out at a location specified by him, CI GmbH CONTROL INSTRUMENTS can comply with this request, whereby replaced parts will not be charged, while working hours and travel expenses are to be paid at standard rates.
- Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
- The customer’s claims for defects are limited according to 377 HGB in the event that his
has not properly complied with the obligation to examine and give notice of defects. The single ones
Regulations of 377 HGB become part of the contract. In case of defects, which also at
were not recognizable after a proper examination, the client is obliged to inform the contractor about these defects immediately after their discovery.
- The contractual devices/systems require regular comprehensive maintenance to ensure the safety and functionality of the devices/systems. The customer is responsible for damage resulting from the failure to conclude a maintenance contract.
- If operating, assembly or maintenance instructions are not followed, changes are made to the products, the products are stored or handled improperly, parts are replaced or consumables are used that do not correspond to the original specifications, claims for product defects shall lapse if the customer submits a corresponding substantiated
Claim that only one of these circumstances caused the defect is not refuted.
- A quality or durability guarantee is only accepted by the contractor if this has been expressly promised in writing. The mere indication of performance data and the other
The content of the service description does not constitute a guarantee of quality or durability.
- The customer’s claims for defects become statute-barred after 2 years from delivery of the item (at
purchase and work delivery contracts) or from acceptance (in the case of work contracts). In the case of work contracts, the
Statute of limitations 4 years if the customer no later than 3 months after commissioning
maintenance contract (at least for the duration of the warranty period). Acceptance is the same if the customer does not accept the work within a reasonable period set by the contractor, although he is obliged to do so (Section 640(1) sentence 3 BGB). The
The liability period for defects for spare parts ordered separately by the customer is 12 months from delivery.
- Liability for defects for deliveries whose final destination is outside Germany is only granted for a period of one year, starting from delivery, whereby free delivery is limited to Germany.
10 Copyright and other intellectual property rights
The customer reserves the right to illustrations, drawings, calculations, plans, data and other documents
Contractor expressly reserves all copyrights and other industrial property rights. such
Documents may not be made accessible to third parties unless this is necessary for the client
It is absolutely necessary to provide your own services for the specific project. this applies
in particular for the contractor’s offer and the order confirmation. All listed above
Documents remain the property of the contractor and are available at the request of the contractor
to be returned immediately. Reproduction of the documents listed above is prohibited.
11 Applicable law, place of jurisdiction, place of performance
- Rights and obligations arising from the contractual relationship and the entire legal relationship between the parties
are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
- The exclusive place of jurisdiction for all disputes arising from the contractual relationship and its effectiveness is the place of business of the contractor. However, the contractor is also entitled to sue at the client’s place of business.
- The place of performance for all services provided by the contractor is the contractor’s place of business
Should any provision of this Agreement be void or voidable or for any other reason
be ineffective, the rest of the contract remains effective. The parties are aware that after the
Jurisdiction of the Federal Court of Justice, a severability clause only leads to a reversal of the burden of proof. However, it is the express intention of the parties to maintain the validity of the remaining provisions in any case and accordingly to exclude the applicability of 139 BGB altogether. In such a case, the contracting parties undertake to agree on a provision that comes as close as possible to the meaning and guarantees corresponding economic success instead of the void, contestable or ineffective provision.
13 Data protection notices for the credit check
Our company regularly checks when contracts are concluded and in certain
Cases in which there is a legitimate interest, your creditworthiness, even for existing customers. We work with Creditreform Boniversum GmbH, Hammfelddamm
13, 41460 Neuss, from which we receive the data required for this. For this purpose, we transmit your name and contact details to Creditreform Boniversum GmbH. The information according to Art. 14 of the EU General Data Protection Regulation for the Creditreform Boniversum GmbH
Data processing can be found here: www.boniversum.de/eu-dsgvo/