Terms & Conditions
GENERAL TERMS AND CONDITIONS OF BUSINESS
of Contemporary Controls GmbH
Fuggerstraße 1 B
04158 Leipzig, Germany
Last revised 1 August 2002
1. Conclusion of the contract
1.1. Unlawful interference
All business done by Contemporary Controls GmbH shall be based on the following General Terms
and Conditions unless otherwise agreed. This shall include, but not be limited to, current business
associations and all future business with customers. If the customer’s General Terms and Conditions
are conflicting, such conditions shall only have been accepted if they are expressly recognised as valid
in writing by Contemporary Controls GmbH. Without this recognition they shall not have been agreed
and shall thus not apply.
1.2. Contract quotes
Until the customer has submitted a written order confirmation, all quotes by Contemporary Controls
GmbH shall be non-binding. All proprietary rights to quotes and other documents shall remain
reserved: third parties may not be given access to any information they contain.
1.3. Notice of complaint and assumption of approval in case of minimal deviations
If the order confirmation sent by Contemporary Controls GmbH deviates from the quote, be it only
minimally, the customer is to draw express attention to this fact. If the customer does not agree to
deviations of this kind, it is to file a complaint within 3 days of receiving the confirmation. If such a
complaint is not received the deviations shall be assumed to have been tacitly approved.
1.4. Contract conclusion using means of distance communication / distance selling contracts
If the customer submits a contract offer online, by telephone or using other means of distance
communication as defined in Section 312 b II of the German Civil Code (BGB), the contract shall only
be concluded upon written confirmation by Contemporary Controls GmbH.
In accordance with the German Act on Distance Selling (FernAbsG), if the customer signs the contract
as a consumer, the customer has the right to withdraw from the contract if it was concluded only using
means of distance communication. A consumer, as defined in Section 13 of the German Civil Code, is
any natural person who enters into a legal transaction for a purpose that is outside his trade, business
or profession. The right of withdrawal does not apply in the case of goods which are produced to the
customer’s specifications or which are unambiguously designed to meet the customer’s personal
needs. The right of withdrawal is based on Section 361 a of the German Civil Code. It can only be
exercised within a period of 14 days after receipt of the goods and the information provided regarding
such goods. The withdrawal does not require an explanation and must be submitted in writing, on
another permanent data carrier, or by returning the goods to the address of Contemporary Controls
GmbH. The date of dispatch must be within the deadline.
1.5. Obligation to provide information and right of withdrawal in case of imminent insolvency
The customer is obliged to inform Contemporary Controls GmbH of any changes to its financial status
which could make it incapable of paying or liable to accrue excessive debts. If such information or
another source suggest that the customer faces imminent insolvency, Contemporary Controls GmbH
shall be entitled to demand securities for agreed deliveries, or to demand payment in advance. If this
demand is not fulfilled within a reasonable period, Contemporary Controls GmbH is entitled to
withdraw from the contract.
2. Services and deliveries
2.1. Delivery dates and delays
The delivery dates confirmed by Contemporary Controls GmbH are not fixed dates unless they are
defined as such in the order confirmation. If it informs the customer in advance, Contemporary
Controls GmbH is entitled to deliver a short time in advance of or after the set dates. A short time shall
be up to one week. If the service to be provided by Contemporary Controls GmbH is delayed for
serious reasons not attributable to Contemporary Controls GmbH (unavoidable events), any delivery
time agreed shall be extended by the period of the delay. Contemporary Controls GmbH shall inform
the customer of this delay immediately. If the delay lasts more than 2 months either party to the
contract may withdraw from the contract without compensation being paid. Unforeseeable events such
as breakdowns, non-supply of raw materials/materials shall extend the delivery period by an
appropriate amount even if Contemporary Controls GmbH is already in arrears. Claims for
compensation due to delays shall be restricted to at most 5% of the net sum invoiced for the order.
2.2 Place of performance
The place of performance for all work carried out by Contemporary Controls GmbH shall be Leipzig.
2.3. Assumption of risk and costs when goods are shipped
If it is agreed that Contemporary Controls GmbH is to ship the goods, this shall take place ex works at
the customer's own expense and risk. The customer shall bear the risk for shipping if Contemporary
Controls GmbH arranges for the goods to be shipped free of charge by its own transport staff or third
parties. In each case the risk of accidental destruction shall pass to the customer when the goods are
handed over to the shipper.
If the item produced cannot be shipped on the date agreed in the contract due to circumstances not
attributable to Contemporary Controls GmbH, the risk passes to the client at the moment it receives
the notice indicating the goods are ready for shipping. The customer shall bear the costs of required
storage.
3. Payment
3.1. Amount of remuneration
The amount paid shall be the sum agreed upon. To the extent that the contracting party is an
entrepreneur as defined in Section 14 of the German Civil Code, the prices listed by the contractor
shall be quoted net. The customer is also required to pay the level of value-added tax valid at the time
the contract was concluded.
At the request of either party to the contract, in case of continuing obligations and of agreements
containing delivery or performance deadlines of more than four months after the contract is concluded,
negotiations are to be carried out for price adjustments if the prices for the materials change by more
than 5%, or if wage costs or non-wage labour costs change by more than 5% following the conclusion
of the contract, due to changes in the law or in wage agreements.
If these negotiations fail, either party shall be entitled to withdraw from the contract.
3.2. Due date of remuneration
When the contractor has performed its contractual duties, payment is to be made immediately and in
full unless otherwise expressly agreed.
If Contemporary Controls GmbH is proven to have set a deadline for a cash discount on the invoice,
the deadline for this cash discount shall be considered to have been met if payment is received by
Contemporary Controls GmbH within this time. If Contemporary Controls GmbH indicates a deadline
in days, weeks or months, the start of this period shall be the day after the date of the invoice.
3.3. Performance on account of payment
Payments by cheque or bill of exchange shall only be accepted on account of payment and not in lieu
of payment. Payments by bill of exchange are only admissible when specially agreed. If it is agreed
that payment is to be by bill of exchange this shall entail the following conditions:
- the paper must be made out to a German State Central Bank;
- they must be payable at a bank;
- they must be for 3 months at most;
- Charges and taxes due on the bill of exchange are to be borne by the client.
Furthermore, in case of payment by cheque or bill of exchange it is assumed to be agreed that in case
the contractor protests a cheque or bill of exchange, it is entitled to demand immediate payment
versus delivery, upon return of the cheque or bill of exchange. The same shall apply for any notes due
later which have not yet been protested. If payment is in arrears, the interest and other costs accrued
are to be recompensed.
3.4. Off-setting
Off-setting against other claims established as uncontested or legal shall not be allowed without a
mutual agreement being made beforehand.
3.5. Damage caused by delay
If the customer falls into arrears it shall recompense any damage caused as a result of this. The
interest due on the overdue account shall be calculated as 8% above the base lending rate of the
European Central Bank and collection expenses of EUR 5.00 per reminder will be charged, unless the
customer can prove that less damage was caused.
4. Defects
4.1. Procedure when defects are discovered
A complaint is to be made regarding any obvious defects immediately after the goods or the services
are delivered. Complaints regarding defects which are not immediately recognisable must be made
within the legal warranty period. This shall not affect businesspeople’s duty to inspect the goods and
make complaints immediately.
In case of justified complaints about defects, Contemporary Controls GmbH can choose either to
correct the defective item within three weeks of receipt of the complaint, or to send the client a
replacement upon the return of the item in question. If it is impossible to remedy the defect or supply a
replacement, if this goes wrong or is refused, the customer can either demand an appropriate price
reduction or call for the contract to be revoked. This shall not affect any other legal rights of guarantee.
4.2 Exclusion of other claims
Any other claims to compensation or the replacement of lost expenses shall hereby be excluded
except in the case of intent or gross negligence on the part of the contractor.
5. Reservation of title
5.1. Basic and extended reservation of title
The items delivered shall remain the property of Contemporary Controls GmbH until full payment of all
claims due to Contemporary Controls GmbH from the customer, including balances in open item
accounts, is made. The customer shall inform Contemporary Controls GmbH immediately in writing of
attachments on the items which are the subject of reservation of title, and inform the creditor of the
reservation of title. In this case the customer shall not be entitled to sell, give away, pledge or transfer
ownership (as securities) of the items delivered to it under reservation of title.
5.2. Extended reservation of title
If the delivery is made to a business operation maintained by the customer, the items may be sold on
in the context of proper business management. In this case the customer’s claims vis-à-vis the
purchaser as a result of the sale are hereby transferred to Contemporary Controls GmbH as of this
moment as a safeguard. The customer is hereby granted revocable permission to collect the claims on
its own behalf.
If the items are sold by the customer on credit, the customer is to reserve the proprietary rights to them
vis-à-vis the purchaser. The customer hereby assigns to Contemporary Controls GmbH the rights and
claims arising as a result of this reservation of title vis-à-vis the purchaser. If the items which are the
subject of the reservation of title are built into a third party’s property as an integral element of such
property by the customer or on behalf of the customer, the customer hereby transfers to Contemporary
Controls GmbH, as of this moment, any claims for payment of the value of the items which are the
subject of reservation of title arising towards the third party, or towards the person to whom they are
due, along with all additional rights, including that of granting a cautionary mortgage. If the items which
are the subject of reservation of title are integrated into a property owned by the customer as an
integral element of such property, the customer hereby transfers to Contemporary Controls GmbH any
claims equal to the value of the items which are the subject of the reservation of rights and arising
from the sale of the property or from property rights, along with all additional rights and security
interests.
Any processing or alterations to the reserved goods shall always be for Contemporary Controls GmbH
as the manufacturer, but without prejudice. If Contemporary Controls GmbH loses ownership due to
an item being connected to a property, it is hereby agreed as of this moment that a percentage of the
customer’s (co-)ownership of the item created by this connection shall be transferred to Contemporary
Controls GmbH based on the sum invoiced.
If the customer fails to meet its duties with regard to Contemporary Controls GmbH, fails to meet them
on time or acts in an unauthorised manner regarding the items delivered under reservation of title,
Contemporary Controls GmbH is hereby allowed to reclaim the items despite the existing requirement
to fulfil its performance, after setting an appropriate deadline for the customer to fulfil its obligations,
and if this deadline passes without result. If the customer fulfils the requirements Contemporary
Controls GmbH shall return the items. The above regulation does not apply to hire-purchase
transactions.
5.3.Release clause
At the request of the customer Contemporary Controls GmbH shall release the collateral to the
customer if the realisable value of the property acquired under reservation of title exceeds 110%, or its
estimated value exceeds 150% of the nominal value of the secured outstanding debts. In case of
partial settlement the contractor shall have the choice of which collateral is to be released.
6. Applicable law and place of jurisdiction
For all legal dealings between Contemporary Controls GmbH and the customer, the applicable law is
that of the Federal Republic of Germany, to the exclusion of legal regulations for the international sale
of goods.
If both parties to the contract are registered traders, the sole place of jurisdiction for disputes arising
from the contract shall be Leipzig.
7. Final clause
If any individual provisions of this contract, in full or in part, are invalid or do not form part of the
contract, the rest of the contract shall remain valid. Any amendments or deviations from the above
Terms and Conditions are to be made in writing.
