General sales and delivery conditions of Ciphers.de
§ 1 Area of validity
Ciphers.de is not generally supposed to sell any goods. In rare cases it might although happen that somebody tries to throw money after us.
For all such contractual relations between Ciphers.de and the customer, the following General Sales and Delivery conditions (hereafter referred to as "GSD") are solely valid. They are also valid for all future commercial relations, even if they have not been expressly agreed on once more. With the placement of the order the customer is recognising the GSD of Ciphers.de. The validity of contradictory or additional commercial conditions from the customer's side is out of the question, even if Ciphers.de has not expressly challenged them.
§ 2 Entering into of contract
(1) All quotes from Ciphers.de are subject to change. The contract is only brought into being with the written order confirmation from Ciphers.de and is solely dependent on the content of the order confirmation.
(2) For their validity verbal agreements or undertakings require the written confirmation of Ciphers.de.
§ 3 Order cancellation and alteration
(1) In all cases where by the fault of the customer the completion or hand-over of the delivery item or of the work does not come about, then the customer is required to pay the agreed on remuneration. This is likewise the case if the customer reduces the scope of the order after the receipt of the order confirmation. In this case however Ciphers.de must take into account what they have saved in expenditure in such an event or what they have earned by utilising their staff elsewhere.
(2) Add-on orders as well as alterations in the scope of the work before or during the planning or execution of the project are to be placed separately by the customer. Alteration or additional orders are not included in the pricing details of the order confirmation or of the quotes from Ciphers.de and are to be paid for separately. Work which needs to be carried out for the adaptation of the delivery item contrary to the specification and to the guidelines of the customer's working basis is particularly to be considered additional work in this sense.
§ 4 Delivery time and transfer of liability
(1) Delivery deadlines and periods are only binding in the case where they have been confirmed in writing by Ciphers.de. The adherence to the delivery deadlines and periods presupposes that the customer has provided Ciphers.de with all necessary information and documentation for the execution of the delivery and the performance of the work and has properly paid all contractual down payments.
(2) If the delivery deadlines and periods should not have been observed by Ciphers.de, then the customer is only entitled to withdrawal from the contract if Ciphers.de is responsible for the delays and a suitable time limit for delivery set by the customer has gone past without success.
(3) If the delivery or the work is entirely or in part delayed by circumstances for which Ciphers.de is not responsible, especially for example through acts of God, such as traffic disruptions, strike, fire, water damage, power cuts, malfunctions, official measures, lockout, lack of materials or other unavoidable happenings, then PMC is entitled to extend the delivery period by the duration of the impediment plus a suitable warm-up time or to withdraw from the contract completely or partially as regards this unfulfilled part. If the impediment lasts for longer than three months, then after the setting of a suitable extended deadline the customer is entitled to withdraw from the contract with regard to the part not yet fulfilled. If the delivery or work time is extended or if Ciphers.de is released from their obligation, then the order placer is not entitled to bring claims for damages.
(4) Ciphers.de is at every time entitled to make partial deliveries and execute partial work, as long as this can be reasonably expected of the customer.
(5) So long as nothing contrary is stated in the order confirmation the liability for loss or for damage to the delivery item is transferred to the customer with its acceptance in the office of Ciphers.de, the delivery of the delivery item, or handing over to the courier, the freight transporter or other person or body authorised with carrying out the shipment. After the transfer of liability the customer is responsible for any kind of loss or damage to the delivery item or the work. If the transfer is delayed for reasons for which the customer is responsible then the liability is transferred to the customer with the notification of readiness to ship by Ciphers.de.
§ 5 Prices and payment conditions
(1) So long as it is not otherwise stated in the order confirmation the prices are valid ex works including packaging and insurance. The official turnover tax and any border duties are not included in the prices; on the day of invoicing they will be separately indicated at the official rate on the invoice.
(2) Additional deliveries and work will be calculated separately.
(3) In so far as it has not been agreed otherwise invoices are due and payable within 30 days from the invoice date or within 14 days from the invoice date with 2% cash discount.
(4) The customer is only entitled to make deductions if their claim is uncontested or if it has been legally enforced. The customer is only entitled to enforce a right of withholding if their claim is based on the same contractual relationship, if it is uncontested or has been found to be legally enforceable. A withholding of security payments is only permissible if this has been agreed in writing beforehand.
(5) If the customer comes into payment arrears, then Ciphers.de in entitled to demand interest on the arrears from the due date to the amount of 8 percentage points above the obtaining base interest rate of the European Central Bank. The right of making a claim for further damages is retained.
§ 6 Ownership reservation
(1) All deliveries by Ciphers.de are carried out with the reservation of ownership. The ownership of the goods delivered is only transferred to the customer with the complete payment of all outstanding commitments from the delivery relationship.
(2) The customer is not allowed before the transfer of ownership to mortgage or use the goods as a loan guarantee or to recycle or to alter them.
(3) The customer may only sell on the goods delivered within the scope of proper business dealings. In the event of a further sale they hereby transfer to Ciphers.de, as guarantee against their purchase price debt, the full amount of all claims against the subsequent buyer arising out of this. The customer is authorised to collect this claim in the name of Ciphers.de; this authorisation can be withdrawn at any time. After the withdrawal Ciphers.de is entitled to make the transfer known to the subsequent buyer of the customer and to collect the claim themselves. The customer is obliged to provide Ciphers.de with full information on the further sale and on the subsequent buyer, as well as informing Ciphers.de without delay on any attempts at writ enforcement or other seizure attempts by third parties with regard to the reserved property or the transferred claims.
(4) If the value of the goods covered by the ownership reservation or the transferred claims of the customer exceed the claims of Ciphers.de against them by more than 20%, Ciphers.de will if desired at the request of the customer release the extra securities.
§ 7 Liability for defects
(1) Statements, diagrams, illustrations, technical data, weight-, dimension- and performance descriptions that are contained in prospectuses, catalogues, circulars, advertisements, price lists and elsewhere are purely of an informational nature and do not represent details as to properties. Ciphers.de does not accept responsibility for the correctness of these details.
(2) With regard to the qualities, features and characteristics of the delivery item solely the details contained in the order confirmation are definitive. A guarantee extending beyond the guarantee of properties requires the expressed written confirmation by Ciphers.de for its validity.
(3) Immediately after hand-over the customer has to examine the goods received on their functioning ability and on their accordance with the order. Any defects discovered are to be made known to Ciphers.de immediately, at the latest within two weeks, in writing and in a comprehensible form; hidden defects are to be made known to Ciphers.de in writing immediately after their discovery.
(4) The customer is obliged to make available to Ciphers.de all information and verifiable documents, which are required for the determination of defects. Ciphers.de has the right to test and examine the goods objected to. Ciphers.de can in addition demand that the customer send back the goods to Ciphers.de at the latter's expense. If in the inspection by Ciphers.de no defect can be found then the customer is obliged to carry all costs that have arisen with regard to this (e.g. travel and transport costs as well as work hours).
5) In the case where there is a defect, Ciphers.de is entitled to return said defects for full replacement or for a full refund of defective products. Ciphers.de shall notify supplier of the return in advance, and provide them with the appropriate shipping information. The supplier shall also assume all shipping costs of defective products and their replacements.
(6) Ciphers.de will accept no liability for the following actions of the customer: unsuitable or improper use, faulty set-up/installation, faulty putting into operation, faulty storage, natural wearing down and normal wearout, faulty maintenance, unsuitable work equipment and chemical, electro-chemical or electrical influences in so far as Ciphers.de is not responsible for them. The warranty equally excludes the kind of damage that stems from non-observance of operating or maintenance instructions. Beyond this Ciphers.de will not be held liable for unsuitable improvements or alterations/dismantling of the goods by the customer or by a third party commissioned by them to do this.
(7) The warranty period for the goods delivered lasts one year from the delivery of the goods.
§ 8 Liability limitation
(1) Ciphers.de has unlimited liability for damages for culpably caused harm to body, life and health, as well as for damages that were caused by Ciphers.de or its agents in an intentional or grossly negligent manner, or for damages that stem from the non-fulfilment of a guarantee that was assumed.
(2) For lesser negligently caused damages of the customer Ciphers.de will be liable with limitation as to the amount to the contractually typical foreseeable damages, where there is a contravention of essential duties such as so-called cardinal duties from the contract.
(3) Otherwise the liability for damages is excluded. The regulations of the product liability law or other compelling legal liability regulations are unaffected by the liability limitation.
§ 9 Other matters
(1) Alterations or additions to the contract and/or to these General Supply and Sales conditions as well as any side agreements must be in writing. This is also the case for the removal of this requirement of the written form.
(2) This agreement shall fall under the jurisdiction of the laws of Germany.
(3) Should individual points of this contract be invalid or be in contradiction of legal rulings, then the validity of the remaining contract is not affected. The invalid point will be replaced, in agreement by the contractual parties, with another point, which comes closest to the commercial sense and purpose of the invalid point in a legally valid manner. The preceding regulation is equally the case for gaps in regulation.
Current version: 2016-08-05