Home / Terms & Conditions / Borgwaldt KC

Gerneral Terms and Conditions of Borgwaldt KC GmbH

Borgwaldt KC GmbH
Schnackenburgallee 15
22525 Hamburg
Germany
phone: +49 40 / 85 31 38 - 0
fax: +49 40 / 850 56 00

G E N E R A L
1.1. All deliveries and services are subject to these terms and any other contractual agreements made. Where the customer’s conditions of purchase differ, acceptance of the order does not make these a part of the contract. A contract comes into being with our written confirmation of the order.

1.2. We retain title to and copyright on samples, quotes, drawings and other information, including in electronic form. Third parties may not be given access to these without our written consent.

P R I C E A N D P A Y M E N T
2.1. Unless otherwise agreed, all prices are ex works including loading at the factory. VAT will be added to the prices at the legally set level.

2.2. Deduction of cash discounts is permitted only where a specific written agreement has been made between ourselves and the purchaser. The purchase price is due net (without deductions) on receipt of the invoice by the purchaser where the offer does not specify a different payment period. Payment is considered to have been made only when the amount of the payment is at our disposal. Where payment is made by cheque, payment is considered to have been made when the cheque has been redeemed.

2.3. Should the purchaser be in default of a payment the legal regulations will apply.

2.4. The purchaser is only entitled to set off, including where defects are notified or counter-claims are made, if the counter-claim has been legally established, has been recognised by ourselves or is indisputable. The purchaser is only entitled to exercise his right of retention if his counter-claim is based on the same contractual relationship.

D E L I V E R Y S C H E D U L E
3.1. The delivery schedule is determined by the agreements between the parties to the contract. Adherence to the delivery schedule is dependent upon all commercial and technical questions having been clarified between the two parties and the customer having fulfilled all duties incumbent upon him. Where this is not the case, the delivery schedule will be extended accordingly.

3.2. The meeting of the delivery deadline is subject to correct and punctual delivery to the supplier. We will inform the customer of any impending delays as soon as possible.

3.3. If the despatch or acceptance of the item being supplied is delayed for reasons for which the customer is responsible; costs arising as a result of the delay will be charged to him.

3.4. If a delivery date agreed through the confirmation of an order is delayed by the customer when the production of the instrument is already at an advanced stage, the payment agreement in point 2.2 applies in an altered form, i.e. the invoice will be issued on the planned despatch date and must be paid within the agreed time period independent of when the goods are actually delivered to the customer.

3.5. If the failure to meet the delivery deadline is a result of force majeure, industrial dispute or other unavoidable events, the delivery schedule will be extended accordingly. We undertake to inform the customer of the beginning and termination of any such circumstances as soon as possible.

R E T E N T I O N O F T I T L E
4.1. We retain title to the item being supplied until receipt of all payments arising from the contract for supply.

4.2. The customer may not dispose of or pledge the item being supplied as security or transfer ownership of the item being supplied as collateral. In the event of pledging as security or seizure or other use by a third party, we are to be notified of this without delay.

4.3. In the event of behaviour in breach of the contract by the customer, in particular in the case of default on payments, we are entitled, after issuing a warning, to repossess the item being supplied and the customer is obliged to surrender possession.

G U A R A N T E E
5.1. We guarantee that the goods delivered are free from defects in materials and production.

5.2. The warranty period is 12 months after delivery to the customer.

5.3. Within the warranty period we will remedy defects as defined in paragraph 5.1 without charge, through either complete replacement or by delivery of appropriate replacement parts at our own discretion. We are to be notified of the discovery of any such defects in writing without delay. Parts replaced become out property.
5.4. The customer must allow us the necessary time and opportunity to carry out all corrections and provision of replacement parts that we deem necessary, otherwise we are freed from liability for any consequences arising from this.

5.5. Of the immediate costs arising from the correction or replacement, we will, as long as the claim proves to be justified, carry the costs of the replacement part, including shipping. In addition, we will carry the costs for the provision of personnel to fit the parts including travel costs, as long as this does not give rise to disproportionate charges to us.

5.6. For products manufactured by third parties which are either built into our items being supplied or are delivered separately, we grant only such warranty claims as we can assert against the supplier. In the event of a claim, we will inform the customer of the warranty claims against the relevant supplier.
5.7. Our warranty will not apply if:
5.7.1. the customer does not inform us in writing without delay of the defect and does not offer us reasonable assistance in remedying the defect;
5.7.2. defects have arisen through inappropriate or improper use, incorrect assembly or bringing into operation by the customer or a third party, incorrect or negligent handling or operation, failure to service the item being supplied in accordance with the instructions, failure to adhere to the operating conditions, through normal wear and tear or the use of inappropriate operating resources or working materials, or through chemical, electrochemical or electrical influences, where we are not responsible for this;
5.7.3. modifications or repairs have been made to the item being supplied without our consent or replacement parts which have not been supplied by us have been used, or
5.7.4. it is not demonstrably a question of genuine defects in materials and production.

5.8. Our warranty is suspended for the period in which the customer is in default of his contractual obligations towards us. In this case, the extension of the warranty period set out in 5.2 is excluded.

5.9. If we fail to fulfil our obligation to deliver a replacement or replacement parts within a reasonable period of time, the customer is entitled to have the defect remedied in a proper manner and with the necessary care, at our cost. He is however obliged to take any measures necessary to minimise the losses. Defective parts become our property on being replaced and are to be returned to us immediately after being replaced where requested.

5.10. In the event that a faulty item is delivered, should the delivery of replacement parts be impossible or economically unreasonable, the customer’s rights are limited to the right to withdraw from the contract with the waiver of all further claims.

5.11. Should the items being supplied prove not to have the characteristics we have stated, the customer can assert claims only within the framework of the above guarantee.

5.12. Prior to and following the conclusion of the contract, advice and suggestions are made to the best of our knowledge and capability. No liability is accepted for this activity or for any omissions.

L I M I T O F L I A B I L I T Y
6.1. The customer has no further claims to those described under clause 5. In particular, he has no claim for compensation for mediate or consequential damages which have not arisen at the item being supplied itself.

6.2. Claims for correction or remedy of defects will be entertained to a maximum of the contractual value of the item being supplied only.

6.3. We are not liable for the suitability of the rooms, buildings and fittings for the installation and operation of the products supplied.

U S E O F S O F T W A R E
7.1. Where software is included as part of the delivery, assuming no other agreement has been made, the customer is given the non-exclusive right to use the software supplied including any documentation relating to it. It is delivered for use on the item being supplied for which it is intended. Use of the software on more than one system is not permitted.

7.2. The customer may only duplicate, revise, translate or reverse engineer the software within the scope of what is legally permitted. The customer undertakes not to remove or, without the express prior consent of the supplier, to make changes to manufacturer’s markings, in particular to copyright notices.

7.3. All other rights to the software and the documentation including copies remain with us or the software supplier. The issuing of sub-licences is not permitted.

A P P L I C A B L E L A W A N D P L A C E O F J U R I S D I C T I O N
8.1. All legal relationships between ourselves and our customers are subject to German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.2. The place of jurisdiction is Hamburg.