Terms & Conditions
the company CMB Informationssysteme, Pfaffendorfstrasse 5c, D-83454 Anger
§ 1 General provisions
(1) The following terms and conditions of sale and delivery apply exclusively to all deliveries and other services.
(2) Any deviating terms and conditions of the buyer that are not expressly recognized by the seller are non-binding, even if the seller does not expressly object to them.
(3) The inclusion and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the buyer, shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods of the UN Convention on Contracts for the International Sale of Goods, is excluded.
(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties are obliged, within the bounds of reasonableness and in good faith, to replace an invalid provision with a valid provision that comes closest to its economic purpose, provided that this does not result in a significant change to the content of the contract; The same applies if a matter requiring regulation is not expressly regulated.
(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of the seller.
(6) The place of jurisdiction is the court responsible for the seller's registered office, provided that the buyer is a merchant. The seller is also entitled to bring an action before a court which has jurisdiction over the buyer's registered office or a branch office.
§ 2 Offers, scope of services, and conclusion of contract
((1) Contract offers made by the seller are subject to change.
(2) The seller's order confirmation shall be the sole basis for determining the scope of the contractually agreed services.
(3) The seller reserves the right to make changes to the design, choice of materials, specifications, and type of construction even after sending an order confirmation, provided that these changes do not contradict the order confirmation or the buyer's specifications. The buyer shall also agree to any further changes proposed by the seller, provided that these are reasonable for the buyer.
(4) Partial deliveries are permissible.
(5) The documents on which the offer or order confirmation is based, such as illustrations, drawings, dimensions, and weight specifications, are generally to be understood as approximate values only, unless they are expressly designated as binding.
(6) The seller has the right to name the buyer as a reference customer with a description of the project in public, using the customer's logo or typical distinguishing feature.
(7) If a business transaction involves the delivery of work, services, or contract work in the graphic arts field, the delivery of audiovisual content, the delivery of photos, or other material, CMB acquires all rights associated with the creative work for the reproduction, resale, or use of the work.
(8) The seller has the right to use the customer's name, including their logo, as well as a brief description of the project and installation-typical screenshots (screen displays) in its marketing communications, provided that this does not conflict with any explicitly concluded confidentiality agreement.
§ 3 Prices and terms of payment
(1) Prices are ex works and exclude packaging and other shipping and transport costs. Packaging is charged at cost price and will only be taken back if the seller is obliged to do so by mandatory legal regulations.
(2) If there are more than 4 months between the conclusion of the contract and delivery, without the seller being responsible for the delay in delivery, the seller may increase the price appropriately, taking into account any material, wage, and other ancillary costs incurred by the seller. If the purchase price increases by more than 40%, the buyer is entitled to withdraw from the contract.
(3) If the seller takes into account change requests made by the buyer, the additional costs incurred as a result will be charged to the buyer.
(4) In the event of a culpable exceeding of the payment deadline, interest at a rate of 8% above the applicable base rate shall be charged, subject to the assertion of further claims.
§ 4 Offsetting and retention
Offsetting and retention are excluded unless the claim for offsetting is undisputed or has been legally established.
§ 5 Delivery period
The delivery date is specified at our discretion and shall be extended appropriately if the buyer delays or fails to perform necessary or agreed cooperative actions on their part. The same applies to measures taken in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the seller's control, e.g., delivery delays by a supplier, traffic and operational disruptions, material or energy shortages, etc. Changes to the delivered goods initiated by the buyer shall also result in a reasonable extension of the delivery period.
§ 6 Transfer of risk
The risk shall pass to the buyer as soon as the seller has made the goods available to the buyer and notifies the buyer thereof.
§ 7 Retention of title
(1) The seller retains title to the delivered goods until full payment has been made. The retention of title also applies until all claims, including future and conditional claims, arising from the business relationship between the buyer and seller have been settled.
(2) The buyer is not authorized to transfer ownership by way of security or to pledge the goods, but is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to the seller any claims arising from this against its business partners.
(3) If the goods are processed or transformed by the buyer, the retention of title shall also extend to the entire new item. The buyer shall acquire co-ownership in proportion to the ratio of the value of his goods to that of the goods delivered by the seller.
(4) If the value of all securities existing for the seller exceeds the existing claims by more than 10% on a sustained basis, the seller shall release securities of its choice at the buyer's request.
(5) The seller is entitled to assert its rights of retention of title without withdrawing from the contract.
§ 8 Claims for defects
(1) If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately upon receipt, insofar as this is feasible in the ordinary course of business, and, if a defect is found, notify the seller immediately. If the buyer fails to do so, the goods shall be deemed to have been approved, unless the defect was not apparent during the inspection. In all other respects, §§ 377 ff. HGB (German Commercial Code) shall apply.
(2) Claims for defects are limited to subsequent performance. If subsequent performance fails, the buyer shall be entitled, at its discretion, to demand a reduction in payment or rescission of the contract.
(3) Further claims by the buyer, insofar as these do not result from a guarantee, are excluded. This shall not apply in cases of intent, gross negligence, or breach of essential contractual obligations by the seller.
(4) Claims for defects shall become time-barred one year after delivery of the purchased item.
§ 9 Liability
Claims for damages by the buyer are excluded. This shall not apply in cases of intent, gross negligence, breach of essential contractual obligations by the seller, or guarantees.
§ 10 Digitization Services
(1) The seller/supplier is granted the right to store a reference file measuring 200 x 200 pixels from each digitized template in its order database.
(2) The seller/supplier is granted the right to make a printout of templates to be reproduced as a demonstration object. The printout must be marked as a demonstration object and its use is only permitted for internal use. The seller must destroy all such reproductions in the event of cessation of business.
(3) Upon receipt of the data on electronic data carriers, the buyer must immediately check that they are in working order. Claims based on non-functioning data carriers cannot be asserted. The seller is not entitled or obliged to store copies of data, with the exception of the reference files mentioned in §10 (1).
(4) The contractor shall handle and store the templates to be digitized with the utmost care. The client shall provide appropriate insurance cover for special risks beyond intent or gross negligence.