System4 Technologies GmbH, Bertha-Benz-Strasse 14-16, 26160 Bad Zwischenahn, Germany
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:
The System4 Technologies GmbH accepts client orders according to the following conditions. Client orders
constitute binding offers to buy; no matter whether they are written, per telefon or online. The contract originates
when the buying offer of the client 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.
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. Specific features for payment by direct debit:
The delivery address, the postal adress and the billing address have to be identical. When paid by direct debit,
the System4 Technologies GmbH checks and evaluates the data of the buyer and if necessary administers an
exchange of information with other enterprises within the System4 Technologies GmbH and Economic Credit
Agencies. The result of the assessment only influences the mode of payment and not the delivery itself.
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.
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 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.
11. 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.
12. 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.