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General Terms and Conditions (GTC)
1.1 The following terms and conditions apply only to entrepreneurs, legal entities under public law and special funds under public law.
2.1 In the absence of separate contractual agreements in text form, our deliveries and services shall be made exclusively on the basis of these terms and conditions, excluding the applicability of the Purchaser’s terms and conditions, unless these have been expressly acknowledged.
2.2 In the case of ongoing business relationships, these terms and conditions shall also apply without direct reference to future transactions, provided that they have been received by the customer in the case of an order previously confirmed by us.
2.3 All offers are subject to change unless they are expressly designated as binding.
2.4 Orders only become binding upon our order confirmation.
2.5 Verbal declarations by our employees, vicarious agents or other agents only become part of the contract upon written confirmation.
2.6 Insofar as individual provisions are or become invalid, this shall not affect the validity of the remaining conditions.
3.1 Unless otherwise agreed, all prices are to be understood as net prices ex works, including the necessary packaging, transport, transport insurance, unloading and transport on the construction site. Changes to the deliveries and services requested by the Client will be offered by us in the form of supplementary offers. The realisation will take place after the Client has commissioned the supplementary offer.
3.2 If the costs change unforeseeably by us after conclusion of the contract due to legal or official orders or due to fluctuations in raw material prices, we are entitled to demand this cost change from the Client accordingly. This applies to both the quotation and order phases.
3.2 In the case of follow-up orders, there is no binding effect on previous price agreements.
4.1 The date of receipt of payment shall be deemed to be the recording of the value of the money in our bank account.
4.2 Payments shall be made in accordance with the following payment schedule after proper accounting and the respective due date:
40% deposit after order confirmation
50% After delivery of the goods
10% Final payment after passing the final acceptance, but no later than 4 weeks after commissioning of the system, partial payments are to be made no later than 14 calendar days net, without deduction, after receipt of the auditable invoice.
4.3 If the agreed payment date is exceeded, interest will be charged at the statutory interest rate of 8% above the respective base interest rate of the ECB, unless we can prove a higher loss or the customer can prove a lower loss.
4.4 Persistent non-compliance with payment terms or the disclosure of circumstances that give rise to serious doubts as to the creditworthiness of the customer shall result in the immediate maturity of our claims. In addition, in this case we are entitled to make outstanding deliveries dependent on the payment of advance payments or the provision of corresponding collateral, or to withdraw from the contract after a reasonable period of time.
5.1 Our compliance with bindingly agreed delivery deadlines presupposes – apart from correct and timely self-delivery – that all commercial and technical questions relevant to the execution of the order have been clarified between the contracting parties, and in particular that the Purchaser has clarified all (co-operational) obligations incumbent on it, such as the provision of the necessary official certificates and approvals, subscription approvals, provision of the suitable location for the contractual purposes, provision of material, personnel or other aids, or the payment of the deposit, in good time.
5.2 In the event of a change to the contract after our order confirmation has been sent, only the delivery date specified in the new order confirmation shall apply.
5.3 A delivery deadline shall be deemed to have been met upon notification of readiness for dispatch if dispatch is delayed or proves impossible through no fault of our own.
5.4 If, as a result of our own fault, an agreed delivery period is exceeded neither intentionally nor through gross negligence, and the Purchaser suffers damage as a result, the Purchaser shall be entitled, to the exclusion of further claims after the expiry of a reasonable grace period, to pay a lump-sum compensation for delay in the amount of 0.5% per week, but in total not more than 5% of the value of that part of the total delivery which, due to the delay, has not been used on time or in accordance with the contract. can be demanded.
5.5 A withdrawal by the customer is excluded if the customer himself is in default of acceptance.
5.6 Failure to comply with the delivery time due to force majeure, labour disputes or other circumstances beyond our control will result in a reasonable extension. Irrespective of this, in this case we are entitled to withdraw from the contract in whole or in part with regard to the part of the contract that has not yet been fulfilled, even if the aforementioned circumstances arise during the delay or in the case of a subcontractor.
5.7 An agreed delivery period shall also be extended by the duration of the Purchaser’s default with its contractual obligations towards us.
6.1 The deliveries remain our property until full payment has been made. In the case of a current invoice, the reserved ownership of the deliveries (reserved goods) shall be deemed to be the security of our balance invoice.
6.2 Any processing or processing by the customer shall be carried out on our behalf to the exclusion of the acquisition of ownership in accordance with § 950 of the German Civil Code (BGB); we acquire proportional co-ownership in this respect. The customer is obliged to carefully store and secure the goods subject to retention of title for us.
6.3 The Purchaser is entitled to resell the goods subject to retention of title in the normal course of business, provided that he also agrees with his customers on a corresponding retention of title. The Purchaser shall not be entitled to dispose of the goods subject to retention of title, in particular pledges and transfers by way of security.
6.4 In the event of resale, the customer assigns to us all claims as well as the claims arising from the resale against his customers with all ancillary rights until fulfilment.
6.5 The application for the opening of insolvency proceedings over the assets of the customer entitles us to withdraw from the contract and to demand the immediate return of the delivery item.
The transfer of risk begins with the use or partial use of the facility, including by third parties, but no later than 4 weeks after the scheduled date.
Concerns about the intended method of execution, about preparatory work by its subcontractors, or about discrepancies in the review of the drawing documents, must be reported by the Client in writing without delay, stating reasons.
The parties assume for themselves and all persons working for them the obligation to maintain the secrecy of all data and trade secrets that have become known in connection with the completion and execution of this project. The obligation to maintain secrecy continues for a further 5 years after the termination of the contractual relationship.
All documents such as samples, cost estimates, technical drawings, layouts and/or information of a physical and intangible nature – also in electronic form – contain know-how, ideas and development services from us and in this regard all property and copyright rights remain with Blauig Automation GmbH without exception. We grant the Client the non-exclusive, indefinite, irrevocable and unlimited right of use to its scope of delivery and services. Insofar as software is included in the scope of delivery, the Client is granted a non-exclusive right to use the delivered software, including its documentation, for the project in question. The Client undertakes not to remove manufacturer’s information, in particular copyright notices. All other rights to the software and the documentation, including copies, remain with us or the software supplier. The granting of sublicenses is not permitted. All source code remains with Blauig Automation.
The right to terminate without good cause is waived. In the event of termination for good cause, we will be reimbursed for the work and expenses actually performed. Claims for damages by the Client are excluded unless the good cause for the termination was caused by gross negligence or intentional conduct on our part.
In all cases in which we are obliged to pay compensation for damages or expenses on the basis of contractual or statutory claims, we shall be liable insofar as we, our executives or our vicarious agents are guilty of intent, gross negligence or injury to life, limb or health. Liability for consequential damages as well as pure financial losses, loss of profit, loss of production, or loss of interest, etc. is excluded in any case. We are liable in the above-mentioned sense for all damages culpably caused by him, his assistants or his subcontractors.
13.1 The place of jurisdiction is the registered office of Blauig Automation (Leingarten). However, Blauig Automation is also entitled to assert its claims at the general place of jurisdiction of the Contractor.
13.2 The law of the Federal Republic of Germany shall apply to the mutual legal relationships. The application of the conflict of laws of private international law (PIL) and the United Nations Convention on International Sales of Goods (CISG) is excluded.
13.3 Should a provision be or become invalid, this shall not affect the validity of the other provisions.
General Terms and Conditions of Purchase
1.1 The following terms and conditions shall apply exclusively to the legal relationships between the supplier and us in the area of purchasing by us. Supplier’s terms and conditions and deviating agreements shall only apply if we have acknowledged them in writing.
Neither our silence nor the acceptance of the service or its payment shall be deemed recognition.
1.2 Deliveries within the meaning of these Terms and Conditions of Purchase are deliveries of goods as well as works and services.
1.3 These Terms and Conditions of Purchase shall also apply to all future deliveries of the Contractor until they are revoked by Blauig Automation, even if they are not expressly agreed upon again. Agreed deviations only apply to the delivery for which they have been confirmed in writing.
2.1 Offer: In its offer, the supplier must strictly adhere to the tender/inquiry with regard to the quantity and quality of the goods to be delivered and, in the event of deviations, expressly point this out in writing in advance. If the supplier fails to provide this written notice, he shall not be entitled to any higher remuneration in the event of deviations. All offers from the supplier are binding and free of charge.
2.2 If the supplier does not accept an order within 5 working days (working days are considered Monday to Friday) of receipt, we are entitled to cancel the order free of charge at any time.
2.3 Oral and telephone declarations shall only be binding on the Client if they are confirmed by the Client in writing or if the Client has demonstrably waived the written form.
2.4 If the Client specifies order numbers or order numbers, then the Contractor is obliged to indicate these on invoices, e-mail correspondence or other documents.
2.5 We may demand changes to the design and execution of the delivery item from the supplier within the scope of reasonableness. The supplier must implement the changes within a reasonable period of time. Appropriate arrangements shall be made by mutual agreement on the effects, in particular with regard to additional and reduced costs (if necessary), as well as delivery dates. If an agreement cannot be reached within a reasonable time, we will decide at our equitable discretion.
2.6 The Contractor shall not be entitled to commission third parties to carry out the delivery/service in whole or in substantial parts without the prior written consent of the Client.
2.7 The Supplier shall ensure that in the case of delivery of production material, it can supply us with the delivery items or parts thereof as spare parts on reasonable terms and conditions for a period of 15 years after the termination of the supply relationship.
3.1 The Supplier shall ensure that it is aware of all data and circumstances relevant to the fulfilment of its contractual obligations, as well as the intended use of its deliveries by us, in good time. Offers are free of charge for us. The supplier warrants that he has carefully checked the local conditions before submitting an offer and has obtained clarity by inspecting documents on the performance of the services and compliance with technical and other regulations. The supplier must check any documents handed over, also with regard to local conditions, for accuracy, feasibility and, if necessary, execution of preliminary work by third parties. He must immediately inform us of any concerns of any kind in writing, stating the reasons, and reach an agreement with us on the continuation of the work.
3.2 The scope of delivery is determined by the order placed by the Client.
4.1 Delivery shall be DDP (Incoterm 2010) to the place specified by us. Proper delivery documents/documents must be enclosed with each delivery. These must contain the item, the order items, the quantity, the weight, the packaging, the shipping method and marking as well as the order and order number of the Client. Regulations on the transport of dangerous goods must be observed; in particular, dangerous goods must be identified as such. The consequences of incorrect, incomplete or late delivery documents/documents shall be borne by the Contractor.
4.2 The supplier must inform us of the necessary official approvals and reporting obligations for the import and use of the delivery items.
4.3 Delivery is properly packaged. Superfluous and non-environmentally friendly packaging must be avoided. The Client shall be entitled, at its discretion, to return, recycle or dispose of the packaging to the Contractor at the Contractor’s expense. For separately invoiced packaging, the Contractor will reimburse the Client 2/3 of the invoice value upon return, provided that it is in good condition.
5.1 Delivery dates and deadlines are binding. The decisive factors for compliance with these are the receipt of the defect-free and complete delivery, the provision of the defect-free and complete service or, if agreed, the acceptance of the delivery or service by the Client at the named destination. Deliveries must be made during normal business hours. These are to be requested from the Client.
5.2 Early delivery may only take place with the written consent of the Client and does not affect the agreed payment date.
5.3 The Contractor shall immediately notify the Client in writing of any foreseeable exceedances of the delivery dates and deadlines, stating the reasons and the expected duration of the delay.
5.4 If the delivery dates and deadlines are exceeded, the Client shall be entitled to payment of a contractual penalty. The contractual penalty amounts to 0.5% of the order value per working day of delay, but not more than 5% of the contract value. The Client may reserve the right to assert the contractual penalty until the final payment.
The supplier is liable in accordance with the statutory provisions; however, liability for lost profits is excluded.
In deviation from any Incoterms 2010 used, the transfer of risk and risk shall take place upon delivery of the goods at the place of destination.
8.1 Invoices must comply with the statutory provisions, in particular the Value Added Tax Act, and any separately concluded agreements; they must not be enclosed with the delivery and must be sent to Blauig Automation immediately after shipment. Invoices must always contain the full order number and the order/order date. The Supplier shall be liable for any additional or consequential costs due to incorrect or incomplete invoicing. The agreed prices are fixed prices and exclude additional claims of any kind.
8.2 The payment periods begin to run upon receipt of a proper invoice. Payment does not imply an acknowledgement of the regularity of the delivery and does not constitute a waiver of any claims whatsoever. The supplier is prohibited from assigning claims against Blauig Automation – with the exception of pure monetary claims – to third parties. Early delivery or partial delivery does not affect the payment period.
8.3 In the event of non-contractual performance by the Supplier, Blauig Automation shall be entitled to withhold payment until performance in accordance with the contract. Payment shall be made in means of payment of the Client’s choice.
9.1 The Contractor warrants that all deliveries are free of defects, comply with the order and its specifications, are suitable for intended use and in accordance with the latest recognised rules of technology as well as the relevant national and international legal provisions, including the regulations and guidelines of authorities, trade associations and trade associations. If the Contractor has doubts about the type of execution desired by the Client, he must inform the Client of this in writing without delay.
9.2 The warranty shall end after the warranty for the entire facility in which the goods or services of the Supplier are introduced, but no earlier than 36 months after acceptance of the delivery or service. This does not change the deadlines for damages.
9.3 The Client shall check the delivery within a reasonable period of time for externally recognisable deviations in quality and quantity. Identified defects will be reported to the Contractor immediately. Deviations in quality and quantity that are not externally recognizable will be reported to the Contractor as soon as they have been detected in the course of proper business processes. The notification is considered timely if it is made within a period of 10 working days after the defect has been discovered.
9.4 The Client shall be entitled, at its own discretion, to demand that the Supplier remedy the defects by means of improvement (repair, addition of the missing item) and/or replacement at short notice or to claim a price reduction, or to return the goods to the Supplier at the Supplier’s expense and to declare the conversion or to remedy defects or services not provided or defective services by himself or by third parties at the Supplier’s expense and risk, or to remedy or have it remedied.
9.5 In the event of a claim under the title of the warranty, the Supplier shall bear the burden of proof during the entire warranty period that the defect did not exist at the time of delivery.
9.6 The Supplier shall also assume the warranty for hidden defects, whereby the warranty period shall only begin to run from the time the defect is fully known.
9.7 In the event of defects of any kind, the Client shall in any case be entitled to withhold the entire outstanding purchase price or remuneration for work until the defects have been completely remedied.
9.8 In the case of bulk deliveries, the Client is only obliged to carry out random samples. If it turns out that significant proportions of the sample do not meet the contractual or legal requirements, the Client is released from further investigation and is entitled to reject the entire delivery. The rejection of the delivery does not constitute a declaration of withdrawal from the contract.
9.9 The Contractor shall bear all expenses incurred in connection with the determination and rectification of defects, in particular examination costs, removal and installation costs, transport, travel, labour and material costs as well as travel expenses. This also applies to the extent that the expenses are increased by the fact that the delivery item has been taken to a place other than the place of destination. If the Contractor does not comply with the Client’s request to remedy the defect within a period set by the Client, the Client shall be entitled to take the necessary measures itself at the Contractor’s expense or to have them carried out by third parties.
10.1 The Contractor is informed that the Client sells its products worldwide. The Contractor undertakes to comply with the legal provisions applicable to the delivery at the place of destination, in particular with regard to accident prevention, occupational safety, machine safety and environmental protection.
10.2 If the Client is held liable for goods/services supplied by the Supplier, the Supplier undertakes, at its own expense, to immediately surrender any evidence requested by the Client, such as in particular quality and inspection reports, certificates and the like.
10.3 The Supplier undertakes to take out a corresponding, customary liability insurance, whereby the Client reserves the right to demand proof of appropriate financial security from the Supplier. If the Supplier does not comply with such a request within 14 days, the Client shall be entitled to withdraw from the contract and may claim damages.
11.1 The Supplier guarantees that the use of the delivery items or other services in accordance with the contract will not infringe any property rights of third parties (patents, trademarks, designs, copyrights, equipment, product names, know-how, territorial protection and rights of a similar nature, even if their grant has only just been applied for). The Client is not obliged to check whether there are intangible rights to the goods or whether such rights are infringed, but is entitled to assume that the supplier is entitled to all those rights that are necessary for the proper fulfilment of the order vis-à-vis third parties. The supplier shall fully indemnify the Client against claims by third parties in this regard and shall indemnify and hold harmless and indemnified.
11.2 Without prejudice to further rights, the Client shall be entitled in such a case to refuse acceptance of the goods, to make goods already accepted available to the Supplier at the Supplier’s expense and to withhold payment of the entire purchase price until the justification of the claims asserted has been clarified.
12.1 All business and technical information that the Supplier receives from us in the performance of the contract is to be treated as confidential without restriction – even after the termination of the contract. This does not apply to information that was already known to the supplier or of which it has lawfully become aware in another way. The orders and the work related to them are to be regarded as trade secrets and are to be treated confidentially accordingly. The Supplier shall be liable for all damages incurred by the Client as a result of the breach of any of these obligations.
12.2 Products that are manufactured according to documents designed by us, such as drawings, models or the like, or according to our tools, may not be used by the supplier outside the performance of the contract itself, nor may they be offered or delivered to third parties.
13.1 The place of jurisdiction is the registered office of Blauig Automation (Leingarten). However, Blauig Automation is also entitled to assert its claims at the general place of jurisdiction of the Contractor.
13.2 The law of the Federal Republic of Germany shall apply to the mutual legal relationships. The application of the conflict of laws of private international law (PIL) and the United Nations Convention on International Sales of Goods (CISG) is excluded.
13.3 Should a provision be or become invalid, this shall not affect the validity of the other provisions.