General Terms and Conditions


General Terms and Conditions

of Sale and Delivery, Installation and Commissioning as well as After Sales Service Services
of the company Manufactory T. Jung GmbH, Im alten Garten 7, D-53797 Lohmar

1. General

  1. All business with the customer is subject to the following terms and conditions. They apply to transactions with entrepreneurs, legal entities under public law and special funds under public law. Conflicting terms and conditions of the customer apply only if this has been expressly confirmed by Manufactory T. Jung (being called MTJ thereafter) in writing.
  2. These terms and conditions also apply without express agreement to all future transactions between the parties and even if MTJ carries out the delivery or service without reservation in the knowledge of conflicting or deviating conditions of the customer.
  3. If written form is provided for in these conditions, this will also be respected upon transmission by fax or by electronic data transmission.

2. Offers and prices

  1. MTJ offers are non-binding, unless expressly agreed otherwise in writing.
  2. All prices are without discount or other deductions ex works plus value added tax. Ancillary services (e.g. transfer costs) and any other costs (e.g. transport or packaging costs, loading, freight and customs fees) shall be borne by the customer, unless otherwise stipulated.
  3. If MTJ undertakes the installation of additional target facilities and their commissioning or carries out after-sales services (Item 6), the remuneration is based on the agreement of the parties. If the amount of the remuneration between the parties has not been agreed, it shall be based on the respective expense according to the respective applicable MTJ clearing rates. In addition to the compensation, the customer bears all incidental costs such as travel, accommodation and transport costs. MTJ will choose, at its discretion, the most appropriate transportation and accommodation option. If compensation is agreed between the parties after hours, the travel times of MTJ personnel shall be considered as working hours.
  4. Upon request, MTJ will provide a cost estimate for installation and commissioning or after-sales services, unless the amount of compensation has already been agreed. He is non-binding for MTJ. MTJ does not guarantee the accuracy of the quote.
  5. If the service is to be provided more than four months after conclusion of the contract, and MTJ’s list prices have changed in the meantime, MTJ may demand instead of the agreed price a price changed by the percentage change in the list prices, without the customer being entitled to a right of withdrawal unless otherwise agreed beforehand.

3. Conclusion and content of the contract

  1. The contract is concluded when MTJ has confirmed the acceptance of the order and / or order for installation and commissioning or after-sales service in writing or if the delivery or service has been performed. Any request MTJ to return a signed copy of the order confirmation will only be made for the purpose of facilitating the proof.
  2. The nature and extent of the duties of MTJ shall be governed by the written order confirmation of MTJ, unless the customer has objected to the content of the order confirmation in writing immediately upon receipt.
  3. Insofar as no limits are specified in the order confirmation for permissible deviations and do not result from expressly recognized customer specifications, deviations customary in the trade are permissible in every case. A guarantee (§ 443 BGB) will only be accepted by MTJ if it is expressly designated as such in writing.
  4. Unless the obligation has been expressly agreed in writing between the parties, the following applies: Information about the processing and application possibilities of MTJ products, technical advice and other information is provided to the best of our knowledge, however without obligation and without any liability, except MTJ meets great-negligence. Samples are only approximate in terms of analysis and properties and are non-binding illustrative material.
  5. If MTJ expressly agrees to the cancellation of a contract after the conclusion of the contract at the request of the customer, this shall only be done against payment of a lump-sum payment of 15% of the net order value. The amicable cancellation takes place only from the goodwill of MTJ; a claim of the customer for a mutual cancellation of a contract does not exist.
  6. If and to the extent agreed, the INCOTERMS shall apply in the version valid at the time of conclusion of the contract.
  7. Export regulations:
    1. If a required export license is not issued or if the conditions for an already issued export authorization no longer apply without MTJ being responsible for it or if the customer is listed on a national or international sanction list or is listed there after the conclusion of the contract MTJ a right of withdrawal or termination. The Customer will promptly inform MTJ in writing of any relevant circumstances in this connection. If the termination shifts more than 1 calendar year, then the contract is declared invalid, down payments / payments are offset by the expenses and extinguished. After one calendar year, the time delay is no longer appropriate. The business is considered by mutual agreement as canceled.
    2. If MTJ exercises its right of rescission or termination pursuant to section 3.7 (a), the customer shall be liable for any direct or indirect damages (including lost profits, fines, legal costs, etc.) incurred by MTJ due to premature termination of the contract. In this case, the customer is not obliged to provide the consideration and receives back a deposit paid by him, as far as MTJ has not set off against any counterclaims; the customer has no further claims against MTJ, in particularly no claims for damages.
    3. The contractual objects delivered by MTJ are intended to remain in the country of delivery agreed upon with the customer. The customer undertakes to observe that the re-export of the subject matter of the contract is subject to the foreign trade and export control regulations of the Federal Republic of Germany, the country of delivery and, if applicable, other countries and may subsequently be subject to approval by the customer. It is the customer’s responsibility to obtain information about the relevant foreign trade law in each individual case and to apply for and obtain the necessary approvals himself.
    4. The customer is solely responsible for compliance with all import and licensing regulations as well as for the procurement of any required technical approvals, operating or type approvals, etc. regarding the subject of the contract in countries outside of Germany. The non-granting of approvals, permits, etc., which may be required for the use of the subject of the contract outside of Germany, in particular also represents no defect, resignation or disputed grounds for the customer. If requested, however, MTJ will assist the customer in obtaining such approvals, etc. assist MTJ by providing documentation on the subject matter of the contract; All resulting costs (e.g. for translations, attestations, etc.) shall be borne by the customer.

4. Payment

  1. The purchase price or the remuneration shall be due as follows: 50% upon conclusion of the contract, 50% upon delivery prior to delivery, whereby the second payments may be due pro rata in relation to the respective delivered or commissioned contractual objects. The payment deadline is 10 days net.
  2. If payment deadlines are exceeded, MTJ shall charge interest at a rate of 8 percentage points above the respective base rate of the European Central Bank p.a., unless a higher damage is proven by MTJ.
  3. Subject to other claims, MTJ has the right to demand advance payments or security deposits and to defer fulfillment of its obligations if, after conclusion of the contract, facts become known that call into question the reliability of the customer, in particular its solvency. MTJ is entitled to withdraw from the contract if the customer has made false statements about his creditworthiness or the creditworthiness for reliable information is objectively not met. Replacement claims of the customer from the resignation are excluded.
  4. The Customer shall not be entitled to reduce the claims of MTJ for counterclaims or to assert a right of retention unless the counterclaims or the right of retention have been recognized by MTJ or have been legally established.

5. Working outside the home

  1. If MTJ also undertakes the installation and commissioning of the subject matter of the contract, the customer is obliged to carry out all preparatory and security measures required by the customer in good time and at its own expense, in particular:
    1. all preparatory and ancillary work required by the customer, in particular structural (safe installations);
    2. the supply of the working space with electricity, water, lighting, heating, computer connections and power supply lines;
    3. the availability of commodities, such as small tools;
    4. the availability of suitable premises for the safekeeping of, in particular, delivery items.
  2. The customer is responsible for the safety at work and the observance of safety regulations. He must also alert installation personnel to specific hazards and regulations at his facility and obtain the necessary in-house permits, permits and IDs at his expense.
  3. The customer provides required information about official conditions without being asked.
  4. At the latest at the time of the agreed work, the location must comply with the official requirements.
  5. Costs due to disregard of the customer’s responsibility for the obligations set out in this section 5 shall be borne by the customer.
  6.  MTJ is entitled to commission third parties with work.
  7. Section 6.2 (b) (termination or impracticability of an order) and section 6.2 (c) (cancellation of an appointment) shall apply mutatis mutandis.

6. After Sales Services

  1. After Sales Services are all services provided by MTJ for the follow-up of products, as well as advice (provided no compensation has yet been agreed for these services).
  2. Offers, prices and remuneration:
    1. The customer bears all costs for replacement parts, spare parts, packaging as well as transport and insurance of materials.
    2. If an order is terminated for a reason or unenforceable, for which MTJ is not responsible, the customer nevertheless has to bear the agreed remuneration in proportion to the service already rendered and the expenses incurred. This applies in particular if objectionable errors do not occur during the check, the order is canceled during the execution by the customer or if required parts are not to be procured within a reasonable period of time.
    3. If the customer declines an agreed working date later than three (3) working days before the agreed date, or if the customer fails to reach an agreed date, he is obliged to pay a flat rate of 30% of the order value, unless he is not responsible for this. Further claims for damages by MTJ remain unaffected.
    4. The customer bears all costs for replacement parts, spare parts, packaging as well as transport and insurance of materials.
    5. If an order is terminated for a reason or unenforceable, for which MTJ is not responsible, the customer nevertheless has to bear the agreed remuneration in proportion to the service already rendered and the expenses incurred. This applies in particular if objectionable errors do not occur during the check, the order is canceled during the execution by the customer or if required parts are not to be procured within a reasonable period of time.
    6. If the customer declines an agreed working date later than three (3) working days before the agreed date, or if the customer fails to reach an agreed date, he is obliged to pay a flat rate of 30% of the order value, unless he is not responsible for this. Further claims for damages by MTJ remain unaffected.
  3. Content and scope of the service contract:
    1. MTJ is entitled to commission third parties with the performance of after-sales services.
    2. MTJ reserves the right to provide additional non-commissioned after sales service if it is in line with the customer’s interest and actual or presumed will. MTJ will always endeavor to obtain the consent of the customer before providing after-sales service beyond the commissioning.
  4. Obligations and Obligations of the Customer:
    1. With regard to the preparation and safety measures to be provided by the customer, section 5 (installation and commissioning) shall apply accordingly
    2. The after-sales services are to be accepted by the customer as soon as the completion has been indicated. If the customer does not accept after-sales services for reasons beyond the control of MTJ within a period of three (3) days from notification of completion, these shall be deemed to have been accepted.

7. Delivery

  1. The choice of shipping route and shipping method is made by MTJ. MTJ will strive to accommodate customer needs; As a result, additional costs are borne by the customer.
  2. The dates or deadlines specified by MTJ are always non-binding, unless they are expressly marked as binding in the order confirmation. Fixed dates must be specially marked as such with a corresponding addition.
  3. Deadlines shall only commence after payment of the agreed advance payments, as well as after receipt of all order documents and clear clarification of all details of the order and, if necessary, the provision of required official certificates. Subsequent changes to the contract lead to a reasonable delay. Dates and deadlines for installation and commissioning are also subject to the fulfillment of the obligations of the customer mentioned in section 5.
  4. Two weeks after the exceeding of a non-binding deadline or a non-binding deadline, the customer may request MTJ in writing for delivery or installation within a reasonable period of time. After expiry of this delivery period, MTJ will be in default, unless MTJ is not responsible for the non-performance.
  5. MTJ is entitled to partial deliveries and can settle these separately.
  6. MTJ’s performance obligation shall be suspended in cases of force majeure (in particular, traffic disruption, disruption of dispatch, technical interruptions, war, strike, lock-out, inadequate supply of supplies, official measures and similar events), unless they are the responsibility of MTJ and Case of improper or non-timely self-supply not attributable to MTJ. MTJ will inform the customer immediately about the unavailability of the service. In these cases, MTJ is entitled to postpone the performance as long as these events persist, but no more than four months. MTJ is entitled to withdraw from the contract in whole or in part in the event of a permanent or more than four-month performance disruption. In the case of (partial) resignation, the customer is not obligated to provide the (pro rata) consideration and immediately receives (pro rata) a deposit from him; Claims for damages are not entitled to the customer.

8. Transfer of Risk / Default of Acceptance

  1. All sales are ex works.
  2. Shipping and transport are always at the risk of the customer. The risk, even for partial deliveries, shall be transferred to the customer at the latest, as soon as the shipment has been handed over to the carrier – regardless of whether it belongs to an MTJ company or a foreign person – or for the purpose of dispatch the MTJ plant has left. Transfer of risk also occurs in case of default of acceptance by the customer.
  3. If the customer is in default of acceptance or acceptance, MTJ is entitled to demand compensation for the resulting additional expenses. Any claims for damages by MTJ for culpable (secondary) breaches of duty by the customer shall remain unaffected.
  4. Section 8.3 shall apply mutatis mutandis if the delivery is not called in due time, if delivery has been agreed on call, as well as in the omission of necessary cooperation by the customer.
  5. During the acceptance or default of acceptance of the customer MTJ is liable only for intent and gross negligence.
  6. If MTJ continues to deliver the subject of the contract after the date of delivery at the customer’s request, the risk of accidental loss and accidental deterioration of the subject matter of the contract. During the custody MTJ is liable only for intent and gross negligence.

9. Retention of title

  1. All delivered products remain the property of MTJ (reserved goods) until the customer has completely settled all existing or subsequent claims arising from the business relationship with MTJ.
  2. The customer is obliged to treat the reserved goods with care. During the period of retention of title, the customer is entitled to the possession and intended use of the reserved goods.
    1. The reserved goods are processed and processed by MTJ as a manufacturer within the meaning of § 950 BGB without requiring MTJ. Processed and processed goods are considered reserved goods. In case of processing, combining and mixing of the reserved goods by the customer with goods of other origin to a new item or to a mixed stock MTJ is entitled to co-ownership in the ratio of the invoice value of the reserved goods at the time of delivery to the value the other processed or mixed goods. The co-ownership share is considered reserved goods.
    2. If the reserved goods are combined with other items and an item belongs to the customer is to be regarded as the main item within the meaning of § 947 BGB, it is already agreed upon that a co-ownership proportion in the ratio of the invoice value of the reserved goods to the value of the main object passes to MTJ and the customer keeps the case for MTJ free of charge. The co-ownership share is considered reserved goods.
  3. The customer must keep the reserved goods free of charge for MTJ. Upon request, MTJ shall at any time at the place of storage permit an inventory and sufficient marking. In the event of seizure or other impairment of MTJ’s rights by third parties, the customer has to promptly notify MTJ, giving details of any circumstances that will enable MTJ to act against it by any legal means.
  4. The customer may only sell the goods subject to retention of title in the normal course of business under its normal conditions and under the agreement o f a retention of title, provided that its claims from the resale are transferred to MTJ in accordance with this section 9.4:
    1. The customer hereby assigns to MTJ the claims arising from the resale of the reserved goods (also in the context of contracts for work or works supply contracts) with all ancillary rights. They serve MTJ’s security for the reserved goods to the same extent.
    2. The customer is only entitled to assign the claims from the resale of the reserved goods to third parties with MTJ’s prior written consent.
    3. If the customer sells the reserved goods together with other goods not supplied by MTJ, the assignment of the claim from the resale shall only apply in the amount of the invoice value of MTJ’s reserved goods at the time of delivery.
    4. On the sale of goods in which MTJ co-ownership i.S. of Section 9.2 (a) or 9.2 (b), the assignment of the claims in the amount of this co-ownership share shall apply.
    5. If the assigned claim is included in a current account, the customer hereby assigns to MTJ a portion of the balance corresponding to the amount of this claim, including the closing balance from the current account.
    6. The customer is entitled until revocation to collect claims from the resale of the reserved goods.
  5. If the customer fails to fulfill its obligations under this contract or other contracts with MTJ or if MTJ discloses circumstances that give rise to doubts as to its creditworthiness, MTJ
    1. withdraw from the contract (in whole or in part) after expiry of an unsuccessful grace period; then the right of the customer to the possession of the reserved goods expires and MTJ can challenge the reserved goods;
    2. prohibit the resale, processing and mixing or combination of the reserved goods with other goods;
    3. Customer shall, upon request, notify MTJ of the names of the debtors of the claims assigned to MTJ
    4. MTJ is entitled to revoke the issued direct debit authorization.
    5. Further claims of MTJ, in particular for
      damages, remain unaffected.
  6. MTJ undertakes, at the request of the Customer, to release the existing securities insofar as the countervalue exceeds the total amount of MTJ’s claims by more than 20%

10. Examination and Complaint

  1. The customer has to examine the delivered goods, even if samples were sent before, immediately after arrival at the place of destination carefully, in particular on their condition and quantity. In the event of installation and commissioning of the contractual object by MTJ, the customer must inspect the installed object for obvious defects immediately after the completion of the work indicated by MTJ; this applies accordingly for installations and commissioning as well as for after sales services. Obvious defects must be reported by the customer to MTJ immediately, but no later than 10 days after delivery or completion. Hidden defects must be reported to the customer in writing without delay, but at the latest within 7 days after discovery of the defect MTJ. In case of breach of this duty of reprimand, the assertion of claims for defects is excluded in this respect.
  2. By negotiating complaints, MTJ does not waive the objection that the complaint was not timely and / or insufficient.
  3. Transport damage must be reported to the freight forwarder immediately; in this respect, the notification obligations of the General German Forwarding Conditions apply.

11. Material and work defects

  1. If there is a defect and has been reprimanded within the meaning of section 10.1, MTJ shall be entitled, at its discretion, to remedy the defect in the form of rectification or delivery of a defect-free contractual object within a reasonable period. In case of failure of the supplementary performance, the customer is entitled, at his option, to demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). In the case of insignificant defects, the customer has no right of withdrawal.
  2. MTJ bears the expenses required for supplementary performance. Excluded from this are such expenses incurred by removing or installing the defective object of the contract.
  3. In addition, such expenses will not be borne by MTJ, which will be increased by the fact that the subject matter of the contract is moved to a location other than the Customer’s principal place of business. This also applies if MTJ delivers directly to a third party at the request of the customer.
  4. For any claims for damages of the customer due to or in connection with defects of the subject matter of the contract or its installation, MTJ shall only be liable in accordance with section 12.
  5. Claims for defects of the customer are excluded if the defects are causally related to:
    1. the Customer did not promptly notify them within the meaning of Section 10.1 and provided MTJ with immediate opportunity to remedy the situation;
    2. the subject of the contract has been improperly handled; or
    3. if the lack of electronics due to external influences such as surges, lightning or the like. was brought about; or
    4. if it is a wearing part,
    5. and if the customer does not refute a corresponding substantiated claim by MTJ that only one of these circumstances caused the defect.
  6. All warranty claims of the customer in relation to electronics become time-barred within 12 months, all other claims for defects lapse within 24 months, calculated from the statutory limitation period. This shall not apply if MTJ has fraudulently concealed the defect as well as for the compelling liability of MTJ for damages in accordance with section 12. Agreements between the customer and his customers which go beyond the legal claims for defects are not to the detriment of MTJ.
  7. If it later turns out that a material or work defect is not present, the customer is obligated to pay for the services provided by MTJ for the purpose of subsequent performance in accordance with the respective applicable settlement rates of MTJ.

12. Liability

  1. Claims for damages of the customer, for whatever legal reason, – e.g. delay, defective delivery or service, breach of duties arising from a contractual obligation or obligations in contract negotiations, tort – are excluded, unless compulsory liability; this is e.g. the case of injury to life, limb or health as well as intent, gross negligence or breach of essential contractual obligations, the fulfillment of which allows the proper execution of the contract and on whose compliance the customer can rely on regularly, by MTJ, their legal representatives or vicarious agents, in addition to the liability under the Product Liability Act or insofar as MTJ expressly in writing a guarantee (§ 443 BGB) for the nature of a thing delivered or assumed a procurement risk. A change in the burden of proof to the detriment of the customer is not associated with this.
  2. The liability of MTJ for gross negligence as well as for the negligent breach of essential contractual obligations is limited to the contractually typical, foreseeable damage.
  3. MTJ shall in particular not be liable for damages resulting from improper handling of the subject matter of the contract by the customer.
  4. Insofar as liability is limited in accordance with the above provisions, this also applies to the personal liability of MTJ employees, employees, employees, representatives and vicarious agents.
  5. In addition, MTJ shall not be liable for gross negligence on the part of its simple vicarious agents unless it is a violation of essential contractual obligations i. S. of paragraph 12.1; without prejudice to any liability of MTJ for organizational negligence in accordance with this Section 12.
  6. The Customer is obligated to notify MTJ of any damage and loss for which MTJ is responsible without delay in writing.

13. Intellectual property

  1. MTJ retains ownership of all intellectual property rights in the goods sold, any offers, quotations, technical drawings, illustrations, brochures, catalogs, models and / or other documents submitted by the customer, including software programs (including scripts) and software components. If the goods sold by MTJ contain software programs (including scripts) or software components or software programs (including scripts) or software components are sold together with goods, MTJ grants the customer a simple, worldwide, unlimited right to use these software programs (including scripts) or software the software components with the goods sold. The customer is not entitled to any rights of processing or further development of these software programs or software components (including scripts) beyond the scope of § 69d UrhG or § 69e UrhG.

14. Jurisdiction / Applicable Law / Miscellaneous

  1. Place of fulfillment and jurisdiction are at MTJ headquarters. MTJ is entitled to sue the customer before any other court having jurisdiction.
  2. The contractual relationship and any related claims for tort are exclusively subject to German law, excluding the Vienna Convention on the International Sale of Goods of 11 April 1980 (CISG).
  3. Transfers of Customer’s rights and obligations under the Agreement require MTJ’s written consent.
  4. MTJ is entitled to use or use data of goods and payment transactions with the customer in compliance with data protection regulations.
  5. All agreements must be made in writing, unless the law provides for a stricter form. Changes and additions to these General Terms and Conditions, including this written form section, must also be in writing in order to be effective. The same applies to additional and additional agreements.
  6. Should one or more provisions of these General Terms and Conditions be or become ineffective or unenforceable, the validity of the remaining provisions shall not be affected thereby.