General terms and conditionss|
§ 1 General
1.1 The online shop www.ezautomationshop.com is operated on behalf an for the account of EZAutomation, Division of UTICOR Automation GmbH, hereafter called EZAutomation.
1.2 EZAutomation exclusively sells and delivers in accordance with the conditions listed in the following. Any conditions of the customer deviating from these are hereby expressly objected too, unless we have agreed in writing to their validity.
1.3 By issuing the order and accepting the hardware and software components supplied by EZAutomation, the customer confirms his agreement with these conditions.
1.4 These conditions apply to all current and future sales contracts. 1.5 An invalid term is replaced by the valid term that is the most similar to the invalid term regarding the economic effect.
1.6 Our Terms and Conditions apply only to companies as defined in § 310 1 BGB (German Civil Code).
§ 2 Quotation/Order
2.1 Our quotations are subject to confirmation unless specifically stated otherwise.
2.2 Customer orders are binding to the customer for the duration of four weeks. The customer can withdraw them, if EZAutomation has not presented an order confirmation within four weeks of the receipt of the order.
2.3 A contract is concluded only after our written confirmation of order, at the latest, however, after customer has accepted the delivery.
2.4 The minimum order quantity is € 50,00.
§ 3 Prices/Payment
3.1. Valid is the price stated in our confirmation of order.
3.2. Prices are quoted and billed in EURO (€).
3.3 Pricing is ex works Moenchengladbach and does not include the respective valid VAT. The customer bears the costs of packaging, transport and possible duty in the country of delivery.
3.4 The prices refer to the hardware and software components themselves and do not include the costs of installation, assembly and start-up of these components or software adaptations at the location of installation.
3.5 EZAutomation delivers the goods after advance payment, Credit card Payment or cash on delivery (COD) Payment. Subject to positive information from the commercial credit insurance. Delivery against open account may be possible at EZAutomations discretion. In this case Invoices are due 30 days after the invoice date without any deduction of charges for postage or expenses. In case of default, we are entitled to charge default interest of 1,5 % per month.
3.6 EZAutomation reserves the right to check the customer’s credit report by the usual means. If there is any doubt regarding the credit standing of the customer, or the financial situation of a business partner worsens considerably, EZAutomation is entitled to revoke all granted payment periods and process future deliveries only after advance payment or cash on delivery. Furthermore, granted payment periods become invalid, and all of EZAutomations claims become due immediately, if a business partner falls behind with an obligation, fails to redeem checks or other rights, withdraws authorizations for collection granted by EZAutomation, or seeks bankruptcy protection. In such cases, EZAutomation is entitled to collect delivered goods at the customer’s expense without prior withdrawal from the contract or granting an extension.
§ 4 Deadlines/Deliveries
4.1. The delivery period starts on dispatch of the order acknowledgement, however not before the customer has provided all necessary documentation, permits, acceptances, or before an agreed down or advanced payment has been received.
4.2. The delivery deadline has been kept too if the delivery item has left the works or if readiness for dispatch has been notified within the deadline.
4.3 EZAutomation shall not be liable for delays due to utility failures, material shortages, labor disputes and shortages, strikes, revolts, lockouts, or acts of God occurring at their facility or the site of a supplier. Occurrences of this kind can entitle EZAutomation to completely or partially withdraw from the contract. Claims for compensation by the customer are excluded.EZAutomation will inform the customer of the beginning and end of such difficulties as soon as possible.
4.4 Changes requested by the customer can result in an extension of the delivery time.
4.5 If the service is not carried out by EZAutomation by the deadline set in section1, then the customer is obliged to allow EZAutomation an appropriate extension of time.
§ 5 Changes to technical Specifications
5.1 EZAutomation reserves the right to make changes that serve the technical progress without separate notification.
§ 6 Passage of risk and acceptance / Return Goods
6.1 The risk passes to the customer at the latest on dispatch of the delivery items to the customer. The goods can be insured against transport damage at the customer's expense. Items supplied are to be accepted by the customer even if immaterial defects are apparent notwithstanding the rights in §7.
6.2 Partial deliveries are allowed.
6.3 Customer will give EZAutomation notice in writing of any objections to incomplete delivery or deliveries of defective Products within seven (7) days after delivery thereof. EZAutomation will promptly undertake to remedy same in such manner as may be appropriate.
6.4 Transport damage or shortages visible upon delivery have to be noted on the acknowledgment of receipt of the forwarding agent.
6.5 No Products shall be returned to EZAutomation without EZAutomation’s prior written consent.
6.6 Revocation of acceptance by Customer of the Products must also be in writing within seven (7) days after delivery of the Products to Customer.
6.7 Hidden defects are to be declared immediately after diagnosis.
§ 7 Reservation of Proprietary Rights
7.1 Supplied goods remain the property of EZAutomation until complete payment of the invoice.
7.2 If things or objects respectively owned by one party to the contract or to a third party are connected together, processed or remodelled so that the respective objects are essential components of the new thing, then the parties and/or the third party become co-owners of the newly created thing pro rata. Processing/remodelling of or connection with things not belonging to EZAutomation is always carried out for EZAutomation. EZAutomation becomes the owner directly, at least corresponding to the amount of the value share of the EZAutomation delivery.
7.3 The customer has the right to sell goods that are under reservation of proprietary rights within the scope of proper business. Claims from reselling automatically pass to EZAutomation up to the amount of the total claim from this trade. EZAutomation is entitled to demand the disclosure of the buyer’s name at any point in time, to inform the buyer about the transition of the claim, and to collect the claim directly from the buyer in case of an overdue payment. As long as a reservation of proprietary rights is in effect, the customer has no right to use the goods as security.
§ 8 Warranty
8.1 As to Products sold to Customer hereunder, EZAutomation, shall not be deemed to be held or obligated or accountable upon or under any warranties or guaranties express, or implied, statutory, by operation of the law, or otherwise, in any manner or form, beyond the express warranty that the Products (a) will conform to the description contained in the Manual and (b) will be free from defects in the material and workmanship, under normal use and service when correctly installed and maintained, for a period of two (2) years from EZAutomation’s tender of delivery to Customer.
8.2 The warranty on parts that wear out like lamps, backlightbulbs, batteries etc. is however limited to one year.
8.3 EZAUTOMATION HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE WARRANTY OF MERCHANTABILITY.
8.4 EZAutomation’s liability under any warranty is limited solely (at EZAutomation’s discretion) to replacing or repairing Products which become defective during the warranty period. Customer shall notify EZAutomation promptly in writing of any claims, and provide EZAutomation with an opportunity to inspect and test Products claimed to be defective. In no event shall EZAutomation be liable for any defective Products if examination discloses that the defective condition of such Products was caused by misuse, abuse, improper installation or application, improper maintenance or repair, disassembly, alternation, accident or negligence in use, improper temperature, humidity or other environmental condition, storage, transportation or handling. Customer hereby expressly agrees to extend a Product warranty to its customers which is in substance and scope, identical to the warranty provided by EZAutomation in this paragraph.
8.5 The warranty on repairs is limited to a period of ninty (90) days from EZAutomation´s tender of delivery to Customer.
§ 9 Compensation/Liability
9.1 In the event that a Product or component malfunction leads to damages or injuries to the Product, the Customer’s business, to the end-user’s business, to other equipment, to a factory or place of business, or to employees or other persons, EZAutomation’s liability shall be limited solely to repair or replacement of parts of the Product or component.
9.2 EZAutomation shall not be liable for such damages or injuries, provided, however, that if a court of competent jurisdiction shall find as a matter of law that any clause of this paragraph is unconscionable, it is agreed that our liability shall be limited solely to a EURO (€) amount equal to the cost of the malfunctioning product to Customer, less freight and insurance if included in Customer’s invoice price and less any depreciation deductions or investment tax credits taken by Customer or another purchaser or end-user with regard to such Product on your or his income taxes. The remedies provided for herein shall be exclusive and shall be Customer’s sole remedies.
§ 10 Place of Fulfilment /Jurisdiction
10.1 The place of fulfilment and jurisdiction is Moenchengladbach. However EZAutomation is also entitled to take the customer to court at his place of jurisdiction. The whole contractual relationship is governed by the laws of the Federal Republic of Germany.
Moenchengladbach, June 1 2005