Technical specification may be modified without prior notice.
Terms and Conditions of Elektro Planung, Software Walter, 15.07.2013
1. These general terms and conditions apply to all our agreements, even subsequent and/or verbal.
2. Our older general terms and conditions that deviate from these are replaced by These Terms an conditions.
3. Only a written, explicit deviation binds us and shall take precedence over our general terms and conditions.
4. The client waives conflicting conditions that are on documents that originate from him.
5. The client is deemed to agree with the content of our notices, invoices and these general terms and conditions, and the client is deemed to renounce any dispute, if he does not react by means of motivations in a registered letter within three working days of our delivery and/or the date of our notices, even those sent by fax or E-Mail.
6. Our offers are free of engagement for us as long as we have not confirmed the written order from the client in writing or executed it. They shall become null and void if they conflict with imperative law (including import/export restrictions). The prices indicated are only valid for 30 days and in as far as imperative law or regulations (including safety, environment, etc.) do not change after the offer.
7. Our offers are only a reflection of our prices for the variables indicated by the client. They do not entail our approval of the variables chosen by the Client.
8. All the information, indications and illustrations in the price catalogue, list or offer only serve as information free of engagement and can vary without this being able to give rise to breaking the agreement or a reduction in Price.
9. Only the characteristics described in our order confirmation bind us; those in specifications or other documents do not bind us unless we specifically state that they do.
10. The client agrees to our improving our products, even after an order or a delivery.
11. We do not transfer any intellectual property rights through a sale and/or a delivery; however we do issue a right of use that is not exclusive and cannot be transferred. Changes may not be made without our permission. Copies are only permitted for the client’s own use.
12. Our prices are in Euro exclusive of VAT; unloading, assembly and/or implementation at the client, taxes, levies, exchange rate losses or bank transaction costs shall be borne by the Client.
13. Our prices only apply for the amounts and characteristics indicated by us, when the entire order is placed and only per transaction. All deliveries or projects that are not explicitly stated in our offer or order confirmation shall be charged in Addition.
14. We reserve the right to have projects executed in part or in full by a contractor.
15. If necessary, and as long as they have the same functionality, the materials delivered by us may be of a different brand than the brand already used or the one stated in the offer or order confirmation.
16. We reserve the right to, even during the execution of the order, ask the client for guarantees of payment and as long as that guarantee is not provided to suspend all our obligations or to cancel them, without the intervention of a court, by means of a registered letter, without the client being able to claim compensation and without prejudice to our right to damages.
17. All our invoices are payable within thirty days of the invoice date, without any deduction, to our bank account stated on the invoice.
18. The client shall not deduct any security from the payment of our invoices. Even a dispute shall not suspend the client’s obligation to pay.
19. In case of non-payment on the due date, interest at a rate of 1% per month shall be due on the sum owed until full payment without any warning or notice of default being required.
20. In case of non-payment in full or in part of the debt on the due without serious reasons, eight days after a notice of default without result the sum owed shall furthermore be increased by 12%, with a minimum of EUR 125, even if periods of grace are granted.
21. In any case of non-payment, bankruptcy, application for composition or extension of payment, suspension of payments or liquidation, seizure, publication of protested bills of exchange, summons before a court as a result of overdue payment, opening of a dossier by a department to track down companies in difficulties, reports in the press about poor solvency, or the obvious inability of the client, or the sale, transfer, pledge or contribution in a company of the trading fund or the equipment of the client, or if the client does not accept a bill of exchange on time, all the outstanding sums, even those that that client owes to companies affiliated to our company, shall immediately become payable, without a notice of default being required for this, and despite any payment conditions and/or drawing on bills of exchange or promissory notes permitted previously and/or spread deliveries agreed upon, and we shall have the right to suspend or cancel all our obligations without intervention by a court, by means of a registered letter, without the client being able to claim any compensation and without prejudice to our right to damages.
22. In any case of non-payment we have a right of retention on all goods that have been handed over to us by the client of its commissionee until full payment of the principals, interest and costs, without us being obliged to pay any compensation for this.
23. THE GOODS SOLD OR DELIVERED, EVEN IF THEY HAVE BEEN PROCESSED, SHALL ONLY BECOME THE PROPERTY OF THE CLIENT ON FULL PAYMENT of the price, the interest, damages and costs. All our preliminary studies, circuit diagrams, calculations to dimension components, detailed drawings, plans, descriptions, software, software protection, flowcharts, program descriptions, CE conformity studies and certificates, models, etc. shall remain our property until payment has been made in full.
If the goods to be delivered by us shall be housed in rented accommodation, the client shall before the delivery provide us with all the co-ordinates of the lessor.
Once the goods have been received by the client, or even by the commissionee of the client, the client shall bear all risks, also for the loss or destruction of the project.
All the goods that can be disassembled without visible damage, are considered to be movable. In case of non-payment, the client nor its commissionee may not sell, or in any way dispose of, rent, deliver, move the goods delivered by us that have not yet been paid for by the client nor make them immovable by incorporating them or mixing them with other movable goods. In case of denial after this we shall become co-owner or continue to enjoy right of pledge for the sum of our claim. The client or its commissionee shall maintain them in perfect state and shall insure them against all risks. If third parties claim the goods or seize them the client shall immediately inform us of this.
We have the right to take back the products delivered without the intervention of a court. The client and its commissionee hereby already give permission to enter the locations where the goods are and they shall indicate the goods and confirm our ownership of them.
Our execution of our retention of title shall not dissolve the agreement. We have the right to sell these goods privately or by auction. The proceeds shall, after deduction of the sales costs, be offset against the client’s obligations. Any surplus shall go to the client.
24. The client’s advance shall remain acquired by us and if necessary shall be offset against the client’s obligations.
25. Our terms of delivery are only indicative.
26. The term of delivery shall only start when the payment conditions have been fulfilled and when we have all the necessary information and documents to carry out the order, including our contract signed by the client, the execution plan and the licenses required.
27. The term of delivery is suspended by:
our annual holiday and the holidays compulsory by law;
delays of other (sub)contractors or suppliers which mean that our delivery cannot be carried out yet or is not useful yet – subject to our claim for damages for disruption of our planning;
changes to the order made by the client;
our delivery of a trial piece until it is approved by the client.
28. The client waives its claim to damages or dissolution of the agreement, even if we have undertaken to pay damages due to exceeding the term of delivery, if:
the delay or impossibility of executing the contract is due to a government order, export ban, revocation or end of a license, force majeure, mobilization, war, epidemic, lock-out, strike, demonstration, defects, fire, flooding, explosion, lack of the right raw material or manpower or transport, changed economic circumstances, vandalism, extraordinary weather conditions, accident and any circumstance beyond our control that affect the normal state of affairs - in which cases we also have the right to by means of a registered letter and without the intervention of a court declare the contract dissolved for the obligations that have not yet been fulfilled without any costs or compensation for both parties;
the client did not send us notice of default by means of a registered letter due to exceeding the term and did not grant us a reasonable term of execution;
the client cannot prove that it has already been able to use our products or work usefully;
the payment conditions were not observed by the client or the financial guarantees are not sufficient (any more).
29. Subject to documents or statements that state the contrary, the delivery is deemed to have occurred on the invoice date. For goods without implementation, the goods are considered to have been delivered as soon as they leave our warehouses.
30. The client or addressee must immediately on receipt check the goods and test them for defects or shortcomings, certainly before incorporating them or delivering them to third parties.
31. If our goods are delivered in components that have to be compiled, the assembly and placement must be carried out either in accordance with our written instructions or those of our suppliers or by our laborers, on pain of termination of our liability, all costs of the assembly and payment shall be borne by the client.
32. Any legal claim by the client can only be admissible in court after the client has given us the opportunity by means of a notice of default sent by registered mail to settle the dispute amicably in at least 45 days.
33. The parties agree that this agreement, the purchase and use of, or any claim, dispute or controversy (wheter in contract, tort, or otherwise, whether preexisting, present or future, and including statuatory, consumer protection, common law, and equitable claims) between customer and Elektro Planung, Software Walter arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement, Customer's purchase, or any related purchase shall be governed by the laws of Germany, without regard to conflicts of law. Court of jurisdiction is Landsberg / Lech in Germany.
34. Elektro Planung, Software Walter does not accept liability beyond the remedies set forth herein, including but not limited to any liability for product not being available for use, lost profits, loss of business or for lost or corrupted data or software, or the provision of services and support. Except as expressly provided herein, Elektro Planung, Software Walter will not be liable for any consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or any claim by any third party. You agree that for any liability related to the purchase of product Elektro Planung, Software Walter is not liable or responsible for any amount of damages above the amount paid for the applicable product. Notwithstanding anything in this agreement to the contrary, the remedies set forth in this agreement to the contrary, the remedies set forth in this agreement shall apply even if such remedies fail their essential purpose. If the court finds us responsible for the damage proven caused by delay, than this shall remain limited to a maximum of 0.5% of the sum of the order per complete week of delay from the third week after the delivery date, with a maximum of 5% of the order value.
35. We offer a warranty period of 12 months from delivery. Replaced parts do not prolong the warranty period.