System4 Technologies GmbH, Bertha-Benz-Strasse 14-16, 26160 Bad Zwischenahn, Germany
1. Scope:
These general terms and conditions shall apply to all
business relations between the Company System4 Technologies GmbH and its
customers, namely for all distribution types. Other agreements shall
only become binding if they were recognized by the System4 Technologies
GmbH in writing. Verbal agreements which contain an additional
obligation for the System4 Technologies GmbH are binding if these were
confirmed by the System4 Technologies GmbH.
2. Conclusion and withdrawal:
System4
Technologies GmbH accepts customer orders under the following
conditions. Customer constitute binding purchase offers; whether in
writing, by phone, by a deposit or online. The contract is created if
the customer’s purchase offer has been accepted, either formally or
implicitly. Data about the
products of the System4 Technologies GmbH contained in catalogues, price
lists, brochures, websites etc. do not constitute binding offers by the
System4 Technologies GmbH, but are invitations to place buying offers.
If a subcontractor of the System4 Technologies GmbH cannot meet its delivery commitments towards the System4 Technologies GmbH, the System4 Technologies GmbH has the right to withdraw the contract between themselves and the respective client. In this case, the System4 Technologies GmbH will notify the client of the impossibility of delivery. If applicable, the already paid purchasing price will be immediately refunded; further claims of the client towards the System4 Technologies GmbH are explicitly excluded.
3. Delivery:
The delivery is ex storage to the delivery address
specified by the client. Delivery dates are basically non-binding,
unless per individual case, a binding delivery date was explicitly
promised. Partial delivery is permitted. Promised delivery dates are
valid unless subject to impediment of performance, which lie beyond the
control of the System4 Technologies GmbH; especially in cases of force
majeure, interruption of operations, shortage of material, strikes etc.
Provided, these impediments have a considerable influence on the timely
completion of the contract , the delivery times will be extended
accordingly. In any case, claims for damages or a revocation of the
contract due to late delivery are excluded, if the System4 Technologies
GmbH did not act in gross negligence or intentionally.
4. Terms of payment and cancellation:
The
Human Regenerator devices are made-to-order devices. The purchase
contract only comes into being after a down payment of the total sales
price. After the deposit, the Human Regenerator devices are produced
individually for the customer. Cancellation and repayment of the deposit
is possible no later than 7 days
after receipt of the deposit in writing by registered mail or email.
After 7 days after receipt, the Human Regenerator is in the production
process and a cancellation or refund can no longer be carried out
afterwards. All
System4 Technologies product prices are net prices. All product prices
for deliveries within the Federal Republic of Germany and within the EU
are plus 19% German VAT. All product prices for deliveries outside of
the Federal Republic of Germany and outside the EU are without German
VAT. For deliveries outside Germany and the EU, all product prices are
also without ofany applicable customs duties, import taxes or import
fees. These must be paid by the customer in addition to the product
price.
5. Maturity and payment, delay:
The purchase price is due with the
acceptance of the order of the customer. The customer is generally
obliged to a pre-payment and can also settle the purchase price by
credit card or direct debit. The payment is considered settled when the
System4 Technologies GmbH can dispose of it. If the customer is delayed
in his payments, the System4 Technologies GmbH is entiteled to charge a
default interest of 5% p.a. above the base rate. If higher damages for
delay occur to the System4 Technologies GmbH, then the System4
Technologies GmbH is entitled to assert this claim. In the case of a
delay, the customer is obliged to compensate the System4 Technologies
GmbH occured collection expenses, if they are necessary in order to
execute adequate prosecution.
6. Passing of risk, delay of acceptance:
The cost and risk of
shipping is always passed on to the customer. The System4 Technologies
GmbH is not liable for damages and losses during transport. In the
absence of specific shipping instructions by the client, the System4
Technologies GmbH must ensure the best mode of transportation according
to their best judgement. If the client does not accept the product as
agreed, the System4 Technologies GmbH is entitled to withdraw from the
contract after an adequate period of grace of at least 14 days. The
System4 Technologies GmbH is entitled to insist on contract fulfilment,
whereby the client is obliged to bear the common amount of expenses of
an additional delivery of the goods.
7. Compensation, Retention & Release of Covenant:
The customer
is only entitled to the right of compensation if his counterclaim is
legally established as final and absolute or are recognized by the
System4 Technologies GmbH. The customer is only authorized to the
execution of the right of retention if his counterclaim is based on the
same contractual relation. In the case of delivery under retention of
title, the customer asigns us his claims towards third parties, provided
these are the result of the sale of the goods, until full payment of
the outstanding bills. Outstanding bills for the System4 Technologies
GmbH cannot be ceded to third parties, unless per individual case
otherwise agreed.
8. Retention of Title:
From the transfer of perils until complete
payment of all claims arising from the sales contract, the undamaged
delivered product remains property of the System4 Technologies GmbH. As
long as the product is property of the System4 Technologies GmbH, the
customer is not entitled to pledge the product to a third party or
assigning it as a security. The client bears the full risk for the goods
subject to retention of title, especially the risk of sinking, loss or
deterioration. If danger via a third party threatens the property of the
System4 Technologies GmbH the customer has to inform the System4
Technologies GmbH immediately.
9. Guarantee:
The customer has to examine a delivery thoroughly
immediately after receipt. Objections due to incomplete delivery or
discovered defects are to be indicated immediately after receipt of the
respective deliveries in writing, otherwise the delivery is considered
unconditionally accepted and relevant guarantee and compensation claims
are renounced. The defect is to be so clearly marked, that the System4
Technologies GmbH can clearly recognize the reason of the objection.
Insignificant defects do not entitle the customer to refusal of the
delivered goods. The customer is obliged to provide for the temporary
safekeeping of the rejected product. Otherwise, the System4 Technologies
GmbH is liable for delivery defects as follows excluding other claims:
All
parts, which within 24 months, calculated from the date of delivery,
are verifiably considered useless or its usefulness considerably
impaired due to an incident occurred before the transfer of perils, in
particular due to faulty design, bad materials or inadequate execution
are to be mended or replaced according to the choice of the System4
Technologies GmbH free of charge. Natural deterioration, inappropriate
use, excessive use, negligence and changes without the approval of the
System4 Technologies GmbH eliminate any guarantees. Guarantee claims can
only be recognized if they are submitted in writing to the System4
Technologies GmbH immediately after the detection of the defect. Such
parts must be sent to the System4 Technologies GmbH post-free. In the
case of a replacement delivery or a credit voucher, the substituted
piece becomes property of the System4 Technologies GmbH. Any further
compensation of a damage is expressly rejected – except due to gross
negligence or intention. System4 Technologies GmbH is not liable for
consequential harm caused by a defect or damages, which have not
occurred on the delivered product itself. As far as the liability is
excluded or limited by the System4 Technologies GmbH, this also applies
to the personal liability of employees, representatives and fulfillment
assistants. The following products from
System4 Technologies GmbH are subject to special warranty conditions.
These are the products Human Regenerator PROFESSIONAL, Human Regenerator
JET, Human Regeneator POWER.JET and Human Regenerator SPORTS. These
products can only be opened by specialist personnel from System4
Technoloiges GmbH. Unauthorized opening of these products will
immediately void the warranty.
10. Intellectual property
System4 Technologies GmbH owns all rights to intellectual property for the products Human Regenerator PROFESSIONAL, Human Regenerator JET, Human Regenerator POWER.JET and Human Regenerator SPORTS
including inventions and improvement, trademarks, patents, designs,
copyright, and corresponding property rights. Unauthorized use of our
intellectual properties can result in warnings and claims for damages.
Every unauthorized copy or every unauthorized copy attempt of our IP of
the products Human Regenerator PROFESSIONAL, Human Regenerator JET, Human Regenerator POWER.JET and Human Regenerator SPORTS will be pursued with claims for damages starting
from 2 million euros.
11. Dataprotection:
The customer has been informed about the form,
scope, place and purpose of the acquisition, processing and use of
personal data for the execution of orders, the registration for the
e-mail-notification service and the transmission by the System4
Technologies GmbH in detail. The customer explicitly agrees to this
acquisition, processing and use of personal data. The System4
Technologies GmbH is entitled to store the IP address of customers to be
able to verify on-line orders. The client is obliged to notify the
System4 Technologies GmbH of changes of the residential or business
address, as long as the subject matter of the contract is not legally
mutually completed. If the notification is omitted, explanations are
considered received when they are sent to the last known address.
12. Effectiveness of the Terms and Conditions:
All aforementioned
statements are valid from the day of ordering. There are no legal
obligations for the System4 Technologies GmbH arising from former
versions of Terms and Conditions.
13. General, Place of Fulfilment and Place of Jurisdiction:
The
legal ineffectiveness of a part of these terms and conditions does not
affect the validity of the remaining regulations. The contractual
relationships shall be governed by the law of the Federal Republic of
Germany. The application of the UN Sales Convention is explicitly
precluded. The contractual language is German. The place of fulfillment
for the delivery and payment is solely the domicile of the above
mentioned Trading & Support Centre. In case it is not a consumer
business, disputes arising from the business relationship shall be ruled
by the objectively responsible local court according to the domicile of
the System4 Technologies GmbH.
The assignation of all warranty and
guarantee claims from this contract is expressly excluded, unless per
individual case otherwise agreed.