General Terms of Trade

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EEM Energy & Environment Media GmbH

Siemensstraße 24
D - 14482 Potsdam

Tel: +49 (0)331-29 09 865
Fax: +49 (0)331-29 09 675

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Register of Companies No: HRB 30076 P, at Amtsgericht Potsdam
General Manager: Andreas Witt, Jan Strohschein
Responsible for content as per § 6 MDStV: Andreas Witt

 

Reference to liability:
Despite careful monitoring of content, we accept no liability for the contents of external links. The providers of the pages we link to alone are responsible for the content.

 

1. Scope of validity

 

1.1 Our offers, deliveries and services are made solely on the basis of these Terms of Trade. These terms as regarded as accepted at the latest upon receipt of the goods or services. Confirmations which make reference to own conditions are hereby expressly contradicted.
1.2 Individual agreements made in writing have priority over these Terms of Trade.

 

2. Offers

 

2.1 Our offers are always without obligation and are non-binding.

2.2 We reserve the right to make technical and design changes and to deviate from descriptions and details given in brochures, catalogues, written documents and any alterations necessitated by technical progress, without any rights being able to be derived against us in this context.

 

3. Pricing

 

3.1 All prices are ex-Potsdam works. Agreements to the contrary must be confirmed in writing.

3.2 In case of doubt, price quotations which are recognisably aimed solely at commercial customers do not include value-added tax, which will be added at the prevailing rate.

 

4. Delivery and performance time

 

4.1 Dates and deadlines stated by us are non-binding, unless something has been expressly agreed to the contrary in writing.

4.2 All delivery pledges and dates are subject to the proviso that we ourselves receive correct and prompt supplies. Part deliveries are admissible.

4.3 Delays in deliveries and services due to an Act of God and/or to events which make performance considerably more difficult or impossible for us (e.g. operational breakdowns, strikes, difficulties in procuring materials, official directives etc.) entitle us to postpone the delivery for the duration of the hindrance, plus a reasonable start-up time, or to withdraw from the contract in full or in the part still not fulfilled.

4.4 Moreover, we are not in default until the customer has set us a period of grace of at least 1 month in writing. In case of default, the customer has a claim to default damages of 0.5% for each completed week of default, although at most to 5% of the invoice value of the deliveries and services affected by the delay. Further-going claims, in particular claims to damages of any kind, are excluded.

 

5. Warranty and liability

 

5.1 The period of warranty is 12 months from the date that risk is transferred.

5.2 All warranties lapse if operating instructions are not observed or if changes are made to the products.

5.3 The customer must notify defects to us without delay in writing, although at the latest within one week of handover. Defects which could not have been discovered within this period, despite careful inspection, must be notified without delay in writing after their discovery.

5.4 In case of defects, the customer can demand rework as a matter of principle. Only after 2 attempts at rework have failed can further-going warranty rights be pursued.

5.5 Claims to damages of any kind, regardless of their legal basis, including damage to the user's data, software and hardware which result from using the software, are excluded, unless the damage has been caused by malice aforethought or by gross negligence. This does not apply if losses are suffered because EEM Energy & Environment Media GmbH has violated a cardinal obligation.

5.6 We are obliged to perform rework or make a substitute delivery only if the customer has completely fulfilled its contractual obligations.

5.7 Claims lodged against us may not be assigned without written approval and can be pursued only by the customer itself.

 

6. Reservation of title

 

6.1 We reserve ownership to the goods supplied until all claims accruing to us now and in future, regardless of their legal basis, have been paid in full.

6.2 If the goods are reprocessed or rearranged, this is always done on our behalf, although without any obligation for us. If our right of (co-)ownership expires because the goods are combined, it is agreed even now that the customer's (co-)ownership to the combined item is transferred to us proportionate to value (invoice value). The customer shall safeguard our (co-)ownership at no charge. Goods to which we accrue (co-)ownership are referred to below as reserved goods.

6.3 The customer is entitled to process and sell the reserved goods in regular business transactions, as long as it is not in default. Pledges or collateral assignments are not permitted. The customer even now assigns claims accrued from a resale of the reserved goods or from some other legal reason to us in the full scope for the purpose of security. We issue revocable authorisation to the customer to collect the claims assigned to us for its own account and in own name. At our request, the customer must disclose the assignment and issue the information and documents to us required to collect the claims.

6.4 In case third parties take action against the reserved goods, in particular in case of seizure, the customer must refer to our ownership and inform us without delay. Any costs incurred are borne by the customer.

6.5 In case the customer is culpable of violation of contract, in particular default of payment, we are entitled to take back the reserved goods at the customer's expense or, if applicable, to demand assignment of the customer's right to take back the goods from third parties. Taking back or seizure of the reserved goods by us does not represent withdrawal from contract, unless the German Instalment Act applies.

 

7. Payment

 

7.1 Unless something has been agreed to the contrary, our invoices are payable immediately without deductions.

7.2 Even if the customer states otherwise, we are entitled to offset payments against its oldest debt. If costs and interest have already been incurred, payments will be offset against the costs, then against the interest and lastly against the main claim.

7.3 If the customer is in default, we are entitled to charge interest from the date concerned at the normal bank rate, although at least 5 % above the prevailing discount rate of the German Bundesbank.

7.4 If the customer fails to meet its obligations of payment conform to contract, if it ceases to make payments or if other circumstances become known to us which place doubt on the customer's creditworthiness, we are entitled to declare the complete remaining debt to be due immediately, and to demand advance payment or furnishment of securities.

7.5 The customer is not entitled to offset, retain or reduce sums owed, not even if complaints or counter claims have been lodged, unless we have issued our express approval or unless the counter claims have been established by a court of law.

 

8. Protected rights and copyrights

 

8.1 The ownership and the copyright to the software supplied by us, to the accompanying printed matter and all copies of the software are retained by the software producer. The software is protected by copyright and the provisions of international treaties. The customer must therefore treat the software in the same way as any other copyrighted material, an exception to this being that it either (a) makes a single copy of the software solely for the purposes of back-up or archiving, or (b) it may install the software on a single computer, insofar as the original is stored solely for the purposes of back-up or archiving. It requires written approval from the software producer before copying any printed matter accompanying the software.
8.2 The customer is obliged to notify us without delay and in writing if it becomes aware of an infringement of commercial protected rights or copyrights involving the product supplied by us. We alone are entitled and obliged to defend the customer against claims pursued by the owner of such rights and to regulate these claims at our own expense, insofar as these are attributable to a direct infringement caused by a product supplied by us. We shall make every effort to solicit the right for the customer to use the product. However, if this is not possible at reasonable financial conditions, we shall - at our discretion - either modify the product so that the protected right is no longer infringed, or take the product back and refund the purchase price less a certain recompense for the benefits already derived.
8.3 If the customer changes the product supplied or integrates it into a system, or if we have modified the product acting on the customers instructions in such a way that protected rights are infringed, the customer is obliged to defend or release us from claims pursued by the owner of the infringed right.
8.4 The customer is not entitled to reverse engineer the software, nor to decompile or disassemble it.

8.5 The customer is furthermore not entitled to rent or lease the software.

8.6 The customer is entitled to permanently transfer all the rights under this license contract, on the proviso that it does not retain any copies and that it transfers the complete software (including all components, the media, printed material and the license contract). If the software is an update, each transmission must also include all preceding versions of the software.

 

9. Export

 

9.1 Our written approval is required before our software is exported into non-EU countries, regardless of the fact that the customer itself is obliged to observe the pertinent legal provisions governing imports and exports.

 

10. Place of fulfilment and jurisdiction

 

10.1 The place of fulfilment is Potsdam.

10.2 Potsdam is agreed as the place of jurisdiction in transactions with customers in the sense of § 24 AGBG, insofar as not contradicted by §§ 38, 40 ZPO.

10.3 German law shall prevail exclusively. Application of UN Commercial Law is expressly excluded.

 

11. Concluding provisions

 

11.1 Should individual provisions be or become invalid, unworkable or contestable, they shall be interpreted or supplemented in such a way that the intended financial purpose is achieved as closely as possible in a legally admissible manner; this does not affect the remaining provisions. The same applies if it transpires that a loophole exists which requires closing.

 

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