1.1 These General Terms and Conditions apply to contracts, deliveries and other services, including consulting services, unless they are modified or excluded with our express consent.
1.2 The following General Terms and Conditions shall only not apply if our customer has expressly agreed the validity of the VOB with us. The agreement of the VOB must be in writing with the signature of both contracting parties. It cannot be done tacitly.
2.1 The company BAB TECHNOLOGIE GmbH calculates the prices or values in EURO (EUR) valid on the day of dispatch or other performance actions from the place of dispatch excluding packaging. All prices are net prices. They do not include value added tax and are increased by incidental costs and the statutory value added tax valid at the time of delivery.
2.2 Prices are based on the current price lists of BAB TECHNOLOGIE GmbH.
Prices other than those stated in the price lists require a separate written agreement.
2.3 In case of wage, material or increase of other costs, BAB TECHNOLOGIE GmbH is in any case entitled to adjust the prices in commercial transactions to an appropriate extent in relation to the cost increase that has occurred. This also applies if a fixed price has been agreed.
2.4 If BAB TECHNOLOGIE GmbH exceptionally assumes the freight costs, export duties, customs duties etc. at fixed rates, any increases in fees shall be borne by the customer. The same applies to all taxes introduced after conclusion of the contract which directly or indirectly influence the prices of the goods in any form.
2.5 Goods are always shipped free of charge and the transport charges are charged in the same amount.
3 Conclusion of contract
3.1 Written offers on our part can be accepted within 8 weeks.
3.2 Only our management is authorised to conclude, draft or amend contracts, unless a special authorisation is granted.
3.3 Orders placed by our customers are binding and can be accepted by us within 6 weeks, expressly or by providing the contractual service.
3.4 In the case of goods to be delivered, we reserve the right to make minor changes with regard to technical improvements, changes or further developments, insofar as this is reasonable for the customer.
3.5 Reasonable deviations from brochures and offers shall be deemed agreed.
3.6 Software products are delivered in the version specified by BAB TECHNOLOGIE GmbH in the order confirmation or in a newer version.
4 Time of Delivery and Performance
4.1 All delivery agreements must be made in writing.
Delivery periods begin on the day of order confirmation by BAB TECHNOLOGIE GmbH.
4.2 Agreed delivery dates are binding.
4.3 The supplier is not liable for delays in delivery caused by external circumstances over which the supplier has no direct control. Claims for damages of any kind do not exist.
4.4 In the event of default on our part, the period of grace to be granted to us pursuant to § 326 BGB shall be at least two weeks.
4.5 Partial deliveries and partial performances are permissible. In the case of delivery contracts, each partial delivery and partial performance shall be deemed an independent performance.
4.5 In the event of an impediment to performance for which we are not responsible and which cannot be overcome with reasonable expenses, we are entitled to withdraw from the contract.
5 Dispatch and transfer of risk
5.1 The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch or handover to the carrier, even if we have taken over the transport. The same applies to the return of the goods by the buyer to BAB TECHNOLOGIE GmbH.
5.2 If the dispatch of goods already made available to the buyer is delayed at the buyer’s request, the risk shall pass to the buyer upon notification that the goods are ready for dispatch.
6.1 In business transactions with clients in Germany (FRG), the value added tax shall additionally be invoiced at the statutory rate applicable on the day of performance of the service. The sales tax is payable immediately upon receipt of the invoice.
6.2 Payments shall be made without deduction free Supplier’s place of payment, as follows:
6.3 Payment must be made within 14 days of the invoice date without any deductions, unless otherwise stated on the invoice. BAB TECHNOLOGIE GmbH grants a 2% discount for cash payment within 7 days of the invoice date. This does not apply to invoices for services, which are due immediately without any deduction.
6.4 In the case of deliveries and services for which no provisional contract sum can be determined at the time of order, we reserve the right, depending on circumstances, to request a down payment at the time of order and instalment payments for the duration of execution in accordance with the costs incurred. Advance payments and advance payments do not bear interest. The delivery period begins on the day of receipt of the down payment, provided that the other contractual conditions applicable for this have been fulfilled.
6.5 For payments of all kinds, the date on which the supplier can dispose of the amount shall be the date of performance.
6.6 If the agreed payment dates are exceeded, payment shall be deemed delayed without the need for a special reminder. BAB TECHNOLOGIE GmbH is entitled to charge default interest in the amount of 5 % above the respective base interest rate of the European Central Bank.
6.7 The supplier reserves the right to charge higher interest rates if market conditions so require.
6.8 BAB TECHNOLOGIE GmbH will charge a reminder fee of € 10 if payment is delayed by more than 40 days and a further € 15 reminder fee if payment is delayed by 30 days.
6.9 If the customer is in default with the payment of the price, BAB TECHNOLOGIE GmbH is entitled to demand the return of the goods and damages for non-performance. BAB TECHNOLOGIE GmbH is also entitled to secure the goods if the purchaser has made changes or installations to these goods. Taking back the goods does not release the buyer from his obligations.
6.10 If an application for the opening of insolvency proceedings is filed against the purchaser or if he is in default of payment, all claims against the purchaser shall become due immediately, irrespective of any other payment agreements. If the purchaser makes partial payments, BAB TECHNOLOGIE GmbH is entitled to determine which of its claims are wholly or partly fulfilled by the payments of the purchaser, even if the provisions of the purchaser are different.
7 Retention of title
7.1 All goods and services provided remain the property of BAB TECHNOLOGIE GmbH until full payment of the price has been received by us. The retention of title also remains in force for all claims that the seller subsequently acquires against the purchaser in connection with the object of purchase, e.g. on the basis of repairs or spare parts deliveries as well as other services. At the request of the purchaser, BAB TECHNOLOGIE GmbH is obliged to waive the retention of title if the purchaser has fulfilled all claims existing in connection with the object of purchase and there is adequate security for the remaining claims from the current business relationship.
7.2 If the delivery item is combined as intended with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of the delivery item to the other combined items at the time of combination.
7.3 The purchaser is entitled to resell the goods delivered by BAB TECHNOLOGIE GmbH in the ordinary course of business. The buyer hereby assigns all resulting claims against third parties in advance to BAB TECHNOLOGIE GmbH in the amount of the respective invoice value including value added tax.
7.4 Resale of the contractual items supplied by BAB TECHNOLOGIE GmbH without immediate cash payment is only permitted if the purchaser has again agreed to retention of title with his customer.
7.5 If the reserved goods delivered by BAB TECHNOLOGIE GmbH are treated or processed by the purchaser, the treatment or processing is carried out for BAB TECHNOLOGIE GmbH as “manufacturer” within the meaning of § 950 BGB.
8 Set-off of receivables
8.1 The buyer is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed in terms of reason and amount.
9 Liability and warranty
9.1 The purchaser is obliged to examine the incoming goods immediately for transport damages and obvious defects and to inform BAB TECHNOLOGIE GmbH immediately in writing.
9.2 BAB TECHNOLOGIE GmbH has the choice to repair or replace defective parts or defective devices.
9.3 If the rectification of defects / replacement delivery fails after a reasonable period of time, the buyer may at his discretion demand a reduction of the remuneration or cancellation of the contract.
9.4 The defective delivery items must be kept ready for inspection by the supplier in the condition in which they were at the time the defect was discovered. In the event of a breach of the above obligations, warranty claims against the seller are excluded.
9.5 The return of goods is always at the buyer’s risk and expense. In the event of subsequent improvements, BAB TECHNOLOGIE GmbH is entitled to take the necessary time and opportunity.
9.6 A guaranteed characteristic of the goods of BAB TECHNOLOGIE GmbH only exists if BAB TECHNOLOGIE GmbH has expressly assured the purchaser of this characteristic in writing.
9.7 The buyer of software is not entitled to any warranty claims according to § 459 ff BGB, even if a possible virus on the software can be detected and removed with absolute security and a low amount of work with a commercially available virus scanner.
9.8 BAB TECHNOLOGIE GmbH is not liable for the fault of vicarious agents.
9.9 BAB TECHNOLOGIE GmbH is not liable for consequential damages due to the wide range of possible uses of its goods.
9.10 If it was not possible to detect a defect in the products during manufacture or if the defect was not yet present at this time, BAB TECHNOLOGIE GmbH shall not be liable.
9.11 Claims of the buyer due to defects of the software delivered by BAB TECHNOLOGIE GmbH become statute-barred 6 months after delivery, unless it is a consumer goods purchase.
9.12 The entire liability of BAB TECHNOLOGIE GmbH and the sole claim of the purchaser consists, at the discretion of BAB TECHNOLOGIE GmbH, either in the refund of the paid price or in the repair or replacement of the software or hardware which does not meet the limited warranty and is returned to BAB TECHNOLOGIE GmbH together with a copy of your receipt.
9.13 There are no warranty claims against BAB TECHNOLOGIE GmbH if the failure of the software or hardware is due to an accident, misuse or incorrect application. BAB TECHNOLOGIE GmbH only provides a guarantee for replacement software for the remainder of the original warranty period or for 30 days, whereby the longer period is decisive.
9.14 BAB TECHNOLOGIE GmbH excludes any further warranty for the software, the associated manuals and written materials and the accompanying hardware.
9.15 Neither BAB TECHNOLOGIE GmbH nor the suppliers of BAB TECHNOLOGIE GmbH are liable for any damage (including without limitation damage from loss of profit, business interruptions, loss of business information and/or data) arising from the use of a BAB TECHNOLOGIE GmbH product or the inability to operate this product.
9.16 Even if BAB TECHNOLOGIE GmbH has been informed of the possibility of damage, the liability of BAB TECHNOLOGIE GmbH is limited to the amount actually paid for the product.
9.17 BAB TECHNOLOGIE GmbH is not liable for errors and failures of the operating systems and/or user interfaces of the hardware used.
10 Customer’s duty of care
10.1 The customer is obliged to take all necessary measures at his own expense to prevent any impairment or loss of the supplier’s rights to the delivered goods. Any disadvantages incurred by the customer or the supplier as a result of non-compliance with these obligations shall be borne by the customer.
11 Place of Performance, Jurisdiction, Applicable Law Domestic – Foreign Countries
11.1 Place of performance and jurisdiction is the registered office of BAB TECHNOLOGIE GmbH.
11.2 The place of jurisdiction for all possible disputes between the parties, including claims based on bills of exchange and cheques, is the registered office of BAB TECHNOLOGIE GmbH, even if the contractual parties are merchants, legal entities under public law or special funds under public law.
11.3 The law of the Federal Republic of Germany shall apply exclusively, with the exception of the Hague Convention on Contracts for the International Sale of Goods of 1964.
11.4 As an alternative to the competent courts, the principal and the contractor may appeal to an arbitral tribunal, which shall be composed of three arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce in Paris and shall make a final decision in accordance with these Rules. The President must be of a nationality other than the parties and have a legal education which would enable him to be a judge in a state court. The award must be justified in writing, stating the underlying contractual provisions and legal norms.
12 Other provisions
12.1 Should one or more provisions be invalid, this shall not affect the validity of the remaining provisions. BAB TECHNOLOGIE GmbH and the purchaser undertake to replace void clauses by such agreements whose content comes as close as possible to the purpose pursued by the void clause in terms of its economic purpose.
12.2 Other and deviating conditions are only effective if accepted in writing by BAB TECHNOLOGIE GmbH.
12.3 Unless otherwise agreed, the conditions shall also apply to all further deliveries and services which are carried out by BAB TECHNOLOGIE GmbH for the same object at the request and expense of the customer.