General Terms and Conditions

General Terms and Conditions of Sale and Service of SPIE Automation GmbH (GTC)

§ 1 SCOPE OF APPLICATION

Our General Terms and Conditions apply exclusively and without further explicit notice to all future deliveries of goods and services provided by us to the customer. We do not recognize any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing. This also applies if we carry out the delivery without reservation, even if we are aware of the customer’s conflicting or deviating terms and conditions.
Our General Terms and Conditions apply only to entrepreneurs, legal entities under public law, and special public funds within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 OFFER AND CONCLUSION OF CONTRACT

Our offers are non-binding, unless the designation “binding” is expressly attached. The customer is bound by their order for four weeks. The contract is concluded either by our written acceptance of the order, order confirmation, provision of services with the customer’s knowledge, or by delivery of goods.
The customer agrees that we may obtain information about their creditworthiness and financial circumstances. In the event of negative information, we reserve the right to deliver the goods only against advance payment. If third-party financing is intended, we may also request proof of financing before delivery.
Illustrations, descriptions, dimensions, and quantity specifications are only binding if previously agreed upon in writing with the customer. The quality of the services to be provided by us is determined exclusively by the written contractual documents. Changes in design and material are reserved, provided they are not fundamental in nature and the contractual purpose of the delivery for the customer is not restricted.
If the customer wishes to change the contractually agreed scope of services to be provided by us, they must express this request in writing to us. The costs for the resulting effort (e.g., preparation of a change proposal, downtime, etc.) shall be borne by the customer, insofar as we comply with their change request.

§ 3 QUANTITY AND DIMENSION SPECIFICATIONS, COOPERATION DUTIES

Upon conclusion of the contract, the customer confirms that all quantities and dimensions in their orders are based on their verified information. Should deviations from the customer’s information subsequently emerge, any additional costs incurred as a result shall be borne by them.
The customer shall designate a technically competent contact person who will be available to us for necessary information and who can make or promptly facilitate the decisions required for the execution of the order.
The customer shall create all conditions to enable the proper execution of the order. In particular, the customer shall ensure that all necessary cooperation on their part or by their vicarious agents is provided in a timely manner, to the required extent, and free of charge to us.
If the execution of the order requires the modification or supplementation of the customer’s software, the customer must provide a responsible, qualified employee from their company to carry out the modification.
If the operation of a customer’s machine is required for the execution of the order, the customer shall provide responsible, qualified operating personnel from their company.
The customer must provide us with the customer-specific documents and other necessary internal operational information required for the execution, even without a special request.
The customer is liable for delays or errors in the execution of the order if these result from performance data submitted by them, incorrect or incomplete information, or other circumstances for which they are responsible.

§ 4 PRICES, TERMS OF PAYMENT

Upon conclusion of the contract, the customer confirms that all quantities and dimensions in their orders are based on their verified information. Should deviations from the customer’s information subsequently emerge, any additional costs incurred as a result shall be borne by them.
The customer shall designate a technically competent contact person who will be available to us for necessary information and who can make or promptly facilitate the decisions required for the execution of the order.
Any deduction of discount requires a special written agreement.
Unless otherwise agreed, the purchase price (without deduction) shall be due for payment within 14 days from the invoice date. The statutory rules regarding the consequences of default in payment apply.

§ 5 DELIVERY TIME, DEADLINES, PARTIAL DELIVERIES

Binding delivery times and dates require our written confirmation, which can also be provided by fax or email. The deadlines begin upon receipt of the confirmation by the customer and, in the case of purchase contracts, refer to the time of ex-works delivery, and in the case of contracts for work, to the time of completion. The start of the specified period presupposes the clarification of all technical questions, the timely fulfillment of the customer’s obligations, and the availability of documents and permits to be provided by them. Any changes in execution requested by the customer after conclusion of the contract shall extend the delivery periods and dates accordingly. We reserve the right to plead non-performance of the contract.
Unforeseen events for which we are not responsible (in particular strikes, force majeure, and untimely self-delivery) shall extend the agreed delivery periods and dates for the duration of the delay plus a reasonable start-up period. The customer shall be informed of these circumstances without delay; should the delay last longer than three months, the customer is entitled to withdraw from the contract, insofar as it has not yet been fulfilled, after setting a reasonable grace period. We also have this right, whereby setting a grace period is not required in this case.
If we are released from our performance obligation according to the preceding paragraph, or if the delivery period or the agreed release date is extended, the customer shall have no claims for damages.
Unless otherwise agreed contractually, partial deliveries by us are permissible, as are deliveries before the expiry of the agreed delivery time.
Unless otherwise agreed, call-off orders agreed with the customer must be processed by them through call-offs within twelve months at the latest. If this does not happen, we are entitled to pass on any price increases that have occurred in the meantime to the customer.
If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved. The risk of accidental loss or accidental deterioration of the goods passes to the customer at the time they are in default of acceptance or debtor’s default.
We are liable according to the statutory provisions, insofar as the underlying contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We are also liable according to the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that their interest in further performance of the contract has ceased.
Furthermore, we are liable according to the statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents is attributable to us. If the delay in delivery is based on a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
We are also liable according to the statutory provisions if the delay in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Material contractual obligations are those that arise from the nature of the respective contract and whose violation jeopardizes the achievement of the contractual purpose.
Furthermore, in the event of delay in delivery, we are liable for each full week of delay within the framework of a lump-sum compensation for delay amounting to 0.5% of the delivery value, but not more than 5% of the delivery value.

§ 6 PASSING OF RISK

Unless otherwise agreed, delivery is “ex works” (according to Incoterms 2010). In all cases – including the risk of seizure – the risk passes to the customer upon handover of the delivery item to the carrier, even in the case of freight-free delivery. This also applies if we transport the goods ourselves. If dispatch is delayed for reasons within the customer’s sphere, the risk passes to the customer as soon as notification of readiness for dispatch is given.
In the absence of a contrary agreement, we determine the type and manner of packaging and dispatch. If the customer requests it in writing, we will cover the delivery with transport insurance at their expense.
For services, the risk passes to the customer upon acceptance by them.

§ 7 RETENTION OF TITLE

The goods remain our property until all claims arising from the business relationship with the customer have been fulfilled. In the event of contractual breach by the customer, particularly in case of default in payment, we are entitled to take back the goods, which shall be deemed a withdrawal from the contract.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a third-party action for intervention in accordance with Section 771 of the German Code of Civil Procedure (ZPO).
The customer may resell the reserved goods only in the ordinary course of business and as long as they are not in default with us; however, they hereby assign to us all claims amounting to the final invoice amount (plus VAT) that accrue to them from the resale against their customers or third parties, regardless of whether the goods have been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to do so as long as the customer fulfills their payment obligations from the collected proceeds, does not fall into default of payment, and no application for the opening of insolvency proceedings has been filed or payment has been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and the debtors, provides all information necessary for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment.
The processing or transformation of the goods by the customer is always carried out for us. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount plus VAT) to the other processed items at the time of processing. For the item resulting from processing, the same applies as for the goods delivered under retention of title.
If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us proportionally. The customer shall store the sole ownership or co-ownership thus created for us.
To secure our claims against them, the customer also assigns to us the claims that accrue to them against a third party through the connection of the reserved goods with a property.
We undertake to release the securities due to us at the customer’s request, insofar as the realizable value of our security exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 8 LIABILITY FOR DEFECTS, DAMAGES

The customer’s claims for defects presuppose that they have duly complied with their obligations to inspect and give notice of defects as required by Section 377 of the German Commercial Code (HGB). For services, Section 377 of the German Commercial Code (HGB) applies accordingly.
For used goods, we provide no warranty, unless we are liable for malice or according to the following paragraph. (6). In the case of new items, if a material defect exists, the customer is initially limited to asserting a claim for subsequent performance, whereby we reserve the right to choose the type of subsequent performance. If subsequent performance fails, the customer has the right to reduce the price or, at their discretion, withdraw from the contract.
We are entitled to refuse subsequent performance if it involves disproportionate costs for us. In place of subsequent performance, the customer may then demand a reduction of the agreed price or rescission of the contract.
We are liable according to the statutory provisions if the customer asserts claims for damages based on intent or gross negligence on our part, our representatives, or vicarious agents. Insofar as there is no intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
We are also liable according to the statutory provisions if the delay in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Material contractual obligations are those that arise from the nature of the respective contract and whose violation jeopardizes the achievement of the contractual purpose.
Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Unless otherwise regulated above, liability is excluded.
The limitation period for claims for defects is 12 months, calculated from the passing of risk.

The statutory limitation period in the case of supplier recourse according to Sections 445a, 445b, 478 of the German Civil Code (BGB) and in the cases of Sections 438 (1) No. 2, 634a (1) No. 2 of the German Civil Code (BGB) remains unaffected. This also applies in the cases of the preceding paragraphs (4) to (6).

Any further liability for damages than provided for in the preceding paragraphs is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, due to other breaches of duty, or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB). This limitation also applies insofar as the customer demands reimbursement of futile expenses instead of a claim for compensation for damages instead of performance. Insofar as liability for damages is excluded or limited with respect to us, this also applies with regard to the personal liability for damages of our employees, representatives, and vicarious agents.
Damages due to delay, which are more specifically regulated in Section 5 (7) to (10), are not covered by the preceding paragraphs.

§ 9 SOFTWARE, LIABILITY FOR DATA LOSS

If we are liable for damages according to the preceding Section 8, our liability for data loss is limited to the typical restoration effort that would have occurred with regular and complete creation of backup copies of all data, structures, and programs.
If our scope of services includes the use of third-party software products, the customer hereby acknowledges the terms of use/license conditions of the rights holder of this software. These will be provided to them by us upon request. We are not responsible for malfunctions related to or associated with the operating system environments and configurations installed at the customer’s site. Our liability is also excluded for incompatibility of the software program with the customer’s hardware and/or software, unless we have provided consulting services in this regard according to a written agreement.

§ 10 ASSIGNMENT, SET-OFF, RETENTION

The customer is not entitled to assign or transfer to third parties claims or rights against us arising from the business relationship without our consent. The same applies to claims and rights arising directly by law against us.
The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us.
The customer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.

§ 11 SUBCONTRACTING

We are entitled to pass on the order or parts of the order to third parties even without the customer’s prior consent.
In these cases, we are liable for the third party as for our own vicarious agent.

§ 12 PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW

The place of performance and jurisdiction for disputes with merchants, legal entities under public law, or special funds under public law is our registered office. Furthermore, we are entitled to sue the customer at their registered office as well.
The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Should any of the above provisions be or become invalid, the validity of the other provisions shall remain unaffected.

DOWNLOAD

You can download the GTC here:

General Terms and Conditions of Purchase of SPIE Automation GmbH (GTP)

§ 1 SCOPE OF APPLICATION

Our General Terms and Conditions of Purchase apply to the purchase of goods and the commissioning of services in accordance with the contract concluded between us and the supplier.
Our General Terms and Conditions of Purchase apply exclusively and without further explicit notice to all future orders placed with the supplier. We do not recognize any deviating terms and conditions of the supplier, unless we have expressly agreed to their validity in writing. Our GTC also apply if we accept the service without reservation, even if we are aware of the supplier’s terms and conditions that conflict with or deviate from our own.
Our General Terms and Conditions of Purchase apply only to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 ORDER AND OFFER DOCUMENTS

If we submit an offer with our order, it can only be accepted within two weeks. Orders placed verbally only become effective upon our written confirmation. If the supplier issues an order confirmation, they must state our order number on it.
We reserve all property rights and copyrights to illustrations, drawings, and other documents; they may not be made accessible to third parties without express written consent. After processing the order, they must be returned to us without request.

§ 3 PRICES AND TERMS OF PAYMENT

The price stated in our order is binding. Unless otherwise agreed in writing, this includes delivery “free domicile” and packaging. The supplier is obliged to take back the packaging if we request it.
All prices are net prices plus statutory VAT. We can only process invoices if they state the order number shown there, in accordance with the specifications in our order; the supplier is responsible for all consequences arising from non-compliance with this obligation.
Unless otherwise agreed in writing, we will pay the amount within
14 days, calculated from delivery and receipt of invoice, with a 2% discount, or net within 30 days after receipt of invoice.

§ 4 ASSIGNMENT, RETENTION, SET-OFF

We are entitled to rights of set-off and retention to the statutory extent.
Claims against us can only be assigned to third parties with our written consent. The same applies to judicial enforcement by third parties in the form of voluntary procedural standing.

§ 5 DELIVERY TIME

The delivery time stated by us is binding; any deadlines begin to run upon receipt of the order by the supplier.
The supplier shall immediately inform us in writing if they cannot meet the agreed delivery date, whereby our rights due to delay in performance remain unaffected by this duty to inform.
If the supplier defaults on delivery, they shall pay a contractual penalty of 0.1% of the order sum for each working day of delay, up to a maximum of 10%. The assertion of statutory claims due to delay in performance remains unaffected.

§ 6 PASSING OF RISK

In sales contracts, the risk only passes to us upon receipt of the goods.
In contracts for work, the risk passes to us after an express acceptance in the form of an acceptance protocol.

§ 7 NATURE AND QUALITY OF GOODS

The supplier guarantees that their goods comply with the relevant laws, regulations, and DIN standards. If necessary, the goods must bear a CE mark and be CE-compliant, as well as REACH and RoHS compliant.
The supplier guarantees that the goods comply with the specifications in our orders (including any drawings).
The supplier shall maintain a quality assurance system which includes, in particular, the maintenance of common quality standards, regular quality checks, and an outgoing goods inspection. The supplier must create records thereof and hand them over to us upon request.

§ 8 SUPPLIER'S LIABILITY FOR DEFECTS

We are fully entitled to the statutory claims for defects. In particular, we are entitled to demand from the supplier, at our discretion, rectification of defects or delivery of a new performance item. We expressly reserve the right to assert claims for damages, including damages in lieu of performance, to the full extent for every degree of fault according to statutory provisions.
The limitation period for claims for defects is three years, unless longer statutory periods apply. It begins with the passing of risk.

§ 9 SUPPLIER'S LIABILITY FOR DAMAGES

The supplier is liable to us for any damages caused by them or their vicarious agents, to the full extent and for every degree of fault according to statutory provisions.
The supplier bears the risk for transport damages.
If we are held liable by third parties due to product liability, the supplier must indemnify us against third-party claims (including the costs of a necessary recall action) and compensate us for all damages and expenses if they are responsible for the reason triggering liability.
The limitation period for our claims for damages is governed exclusively by statutory provisions.

§ 10 INDUSTRIAL PROPERTY RIGHTS

The supplier guarantees that no third-party rights are infringed in connection with their delivery.
If we are therefore held liable by third parties, the supplier is obliged to indemnify us against third-party claims upon first written request.
Industrial property rights arising in the course of order execution belong to us. Should these exceptionally arise with the supplier due to mandatory legal provisions, they grant us the gratuitous, non-exclusive, and unlimited right of use.

§ 11 OWNERSHIP OF OBJECTS

All objects, such as tools, presentation pieces, sample copies, drawings, data carriers, or models, that have been handed over to the supplier remain our property. The supplier undertakes to maintain strict confidentiality in this regard and to return them immediately if we request it. Disclosure to third parties or use for their own purposes (with the exception of providing services for us) is impermissible.
The same applies to objects that have been manufactured wholly or partly at our expense (e.g., molds, tools, fixtures). These become our property upon creation at the supplier’s premises, without immediate transfer of possession. Changes to these may only be made with our written consent. The supplier is liable for any damage and/or loss within the framework of the existing possessory relationship in accordance with statutory provisions.

§ 12 SOFTWARE

Unless otherwise agreed in individual contracts, the supplier grants us ownership and unlimited gratuitous rights of use for software products and the associated documentation. In particular, the source code must also be transferred to us. We are entitled to pass on the software to our customers.
For the purpose of data backup, we are permitted to make copies of the software.

§ 13 FORM OF DECLARATIONS

Legally relevant declarations and notifications that the supplier must submit to us require written form.
This also applies to legally relevant declarations and notifications that the supplier must submit to third parties if they are related to the contractual relationship between us and the supplier.

§ 14 COMPLIANCE, ETI BASE CODE, CONFLICT MATERIALS

The supplier ensures in the course of cooperation with us that all applicable laws and regulations, including all anti-corruption provisions, are complied with by them.
The supplier furthermore guarantees compliance with the minimum standards of the Ethical Trading Initiative’s “ETI Base Code”.
The supplier assures that no raw materials and minerals originating from illegal mining in conflict areas are used (prohibition of “conflict materials”).

§ 15 PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW

The place of performance and jurisdiction for disputes with merchants, legal entities under public law, or special funds under public law is our registered office. Furthermore, we are entitled to sue the supplier at their registered office as well.
The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Should any of the above provisions be or become invalid, the validity of the other provisions shall remain unaffected.

DOWNLOAD

You can download the GTP here: