1 Scope of Application
1.1 All deliveries and services of Concept International GmbH (hereinafter referred to as “Concept”) shall be governed exclusively by these General Terms and Conditions (hereinafter referred to as “GTC”) in addition to the agreements made in the order confirmation. This shall also apply to subsequent orders, regardless of whether these terms and conditions are expressly referred to again in the individual subsequent transaction. Deviating terms and conditions of business of the customer shall not become an integral part of the contract unless they are expressly acknowledged by Concept in writing. The execution of delivery and services does not constitute acceptance of the customer’s terms and conditions.
1.2 The GTC apply to commercial customers
2 Offer and Conclusion of Contract
2.1 Offers made by Concept are always subject to change, i.e. they merely represent an invitation to the customer to place a corresponding order. A contract shall only be concluded upon acceptance (order confirmation) of the order by Concept.
2.2 Concept’s order confirmation and the services specified therein shall be authoritative for the content and execution of the contract. Deliveries shall be made in accordance with the specifications of the respective manufacturer in the version current at the time of conclusion of the contract. Unless otherwise agreed in writing, responsibility for the selection of ordered products, the intended results and the success of the interaction of individual components lies with the customer. Concept shall be entitled to have the contract executed in whole or in part by third parties.
3 Delivery and Service Times
3.1 Unless expressly agreed otherwise, all deliveries shall be made at the risk of the customer. If a delivery is delayed due to circumstances for which the customer is responsible, the risk shall already pass to the customer upon notification of readiness for shipment. Shipping insurance shall be taken out optionally at the customer’s request.
3.2 Concept provides its services Monday through Friday during normal business hours. Concept shall always endeavor to provide reasonable completion; no guarantee can be given that equipment and programs will be ready for operation without interruption.
3.3 Delivery and service times given by Concept shall be based on the best judgment of the respective availability and order situation. The information is to be regarded as approximate only, unless an additional express binding commitment is made in writing for a specific fixed date. The correct and timely delivery to us is a precondition.
3.4 Delivery and service times shall be extended to a reasonable extent if Concept is prevented from fulfilling its obligations by force majeure or other unforeseeable and extraordinary events that cannot be averted despite reasonable care. Events within the meaning of sentence 1 shall include, in particular, war, riots, strikes, lockouts, fire, pandemic floods and other unforeseeable operational disruptions, e.g. due to problems at suppliers.
3.5 Compliance with delivery and service times shall be subject to the timely and proper fulfillment of the customer’s contractual and cooperation obligations. In the event of default on the part of the customer, the delivery and service period shall be interrupted. The customer’s duty to cooperate also expressly includes, for example, making inquiries with the local delivery company.
4 Prices and Terms of Payment
4.1 The prices quoted in offers and order confirmations are based on Concept’s price list generally valid on the date of conclusion of the contract and on the basis of the EUR/USD exchange rates on the date of the document. We reserve the right to adjust prices in the order confirmation or invoice in the event of exchange rate fluctuations of more than 3% of the 20-day moving average (GD20). Furthermore, we reserve the right to adjust prices if unforeseen or extraordinary events according to 3.4 lead to a purchase price increase.
4.2 Prices are exclusive of the respective statutory value added tax. This shall be shown separately, if applicable, and shall be calculated in accordance with the statutory basis.
4.3 Unless otherwise agreed, all payments shall be due prior to delivery or service without deduction such as cash discount. If payment is agreed after delivery and service, the due date for payment shall also refer to partial services and deliveries of a total invoice (due date for partial payment).
4.4 Costs of collection shall be borne by the customer. This also applies to credit card payments, which currently incur 3% costs.
4.5 If the customer defaults on payment, Concept shall be entitled to charge the customer a flat rate of interest of 10% above the respective discount rate of the Deutsche Bundesbank for the duration of the default. Both parties reserve the right to assert and prove higher or lower damages.
4.6 If facts arise that give rise to doubts about the customer’s ability or willingness to pay and in the event of default in payment, Concept shall be entitled to postpone execution of the delivery and service until full advance payment or appropriate security has been provided. If the customer fails to comply with a corresponding request within a reasonable period of time, Concept shall be entitled to withdraw from the contract in whole or in part. Concept reserves the right to assert further claims.
4.7 The customer shall only be entitled to set-off rights if its counterclaims are undisputed or have been legally established. The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship as the disputed claim.
5 Retention of Title
5.1 Ownership of the delivered goods shall not pass to the customer until all outstanding claims have been satisfied in full.
5.2 The customer shall be authorized to resell goods delivered by Concept in the ordinary course of business without disclosing the already existing reservation of title. For its part, it may agree to a reservation of title without thereby transferring the reserved title to its customer.
5.3 The customer’s claims arising from the resale of the reserved goods, together with all ancillary rights, are hereby assigned to Concept in full. If the goods subject to retention of title are sold by the customer together with other goods not belonging to us or used to fulfill a contract for work and services, the claim shall be assigned to Concept only to the extent of Concept’s invoice amount. The assignment shall be made only to the extent of the co-ownership share in the item or stock sold. The assigned claims shall serve as security for Concept in the same way as the reserved goods.
5.4 Until revoked and as long as the customer is not in default, the customer shall be entitled to collect the claims assigned to Concept.
5.5 If the customer defaults on payment or if facts arise that give rise to doubts about the customer’s ability or willingness to pay, Concept shall be entitled, at its reasonable discretion, to repossess the reserved goods. The costs of the return transport shall be borne by the customer. The repossession of the reserved goods shall only be deemed a withdrawal from the contract if this is expressly declared by Concept.
5.6 In cases 4.6 and 5.5, Concept shall be entitled to disclose the assignment to the customer’s debtors.
6 Cooperation Obligations of the Client
6.1 The client shall grant Concept the necessary time and opportunity to perform its services. It shall provide Concept with all necessary and reasonable support during the preparation and execution of its work.
6.2 The customer is responsible for the proper use of sold equipment and programs. Prior to repairs and work on its equipment and programs, the customer shall be responsible for data backup at its own risk.
6.3 If spare parts are stored at the customer’s or affiliated service provider’s premises, proper handling and storage must be ensured. Any damage shall be borne by the party causing the damage, irrespective of ownership.
6.4 If installation or service work takes place at the customer’s premises, access to the item without delay shall be ensured.
6.5 If service or installation work takes place outside normal business hours (Monday to Friday, 8:00 a.m. to 6:00 p.m.), we reserve the right to charge increased hourly rates.
7 Product Specifications, Warranties and Features
7.1 Unless otherwise expressly agreed, the information and illustrations contained in order confirmations, brochures and other documents serve as a non-binding product description. Warranted characteristics within the meaning of Section 459 (2) of the German Civil Code (BGB) must be expressly identified by Concept in writing as a “warranty”.
8.1 According to the state of the art, it is not possible to guarantee the proper functioning of IT devices under all conceivable application conditions, areas of use and applications and to exclude errors in apps and applications. For LED and LCD displays, we guarantee pixel defect class II in accordance with ISO 13406. However, Concept shall bear the statutory warranty for the basic functional suitability and technical usability of its deliveries and services.
8.2 Defects, damage and deviations in quantity must be reported to Concept in writing without delay, namely: in the case of recognizable defects, etc., at the latest within 5 working days after delivery or execution, and in the case of other defects that cannot be discovered within this period even with careful inspection, at the latest within 5 working days after discovery. If a notice of defect is not given in due time, no further claims against Concept may be derived from such defects.
8.3 If a delivery or service is defective or lacks warranted characteristics, Concept reserves the right to remedy the defect or to make a replacement delivery. The customer shall grant Concept the necessary and reasonable time and opportunity to carry out the rectification and/or replacement delivery. If the reasonable attempts at rectification or replacement delivery fail or are not possible within a reasonable period of time, or if a reasonable grace period set by the customer expires without the defect being rectified, or if the rectification of the defect is culpably delayed by Concept, the customer may, at its option, demand rescission of the contract (redhibition) or reduction of the price (abatement).
8.4 The customer shall be responsible for the delivery of the defective goods and shall also bear the costs thereof. Transport damages shall be borne by the customer.
8.5 A service fee of EUR 60 shall be charged for cases in which defects in the products delivered by Concept were demonstrably not detectable.
9.1 The liability of Concept, including its legal representatives and vicarious agents, shall be governed by the following provisions: Claims for damages as a result of breach of contract caused by Concept or its vicarious agents or assistants (e.g. from delay, impossibility, non-fulfillment, breach of contractual collateral duties (pVV), breach of duties during contract negotiations (cic) as well as for slight negligence, but only up to the net invoice amount of the delivery or service causing the damage. The liability does not extend to lost profits, lost savings, damages from third party claims and other indirect and consequential damages, as well as loss of data.
The limitations and exclusions of liability in Section 9.1 shall not apply in the case of liability for warranted characteristics under the Product Liability Act.
9.2 The limitations and exclusions of liability in Section 9.1 shall not apply in the case of liability for warranted characteristics under the Product Liability Act.
10 Licensing and Copyrights
10.1 The customer shall be obliged to comply with the license and copyright conditions of Concept, the manufacturers and suppliers.
10.2 The customer is entitled to use the programs, drawings, process descriptions and other documents made available to him for the execution of the contract in accordance with the contractually intended use. All copyrights and further rights of use shall remain with Concept. The client shall not be permitted to use, reproduce or transfer to third parties any material beyond the necessary contractual use.
11.1 The customer shall be obligated to treat as confidential all operational and technical information of which it becomes aware in connection with the preparation and execution of the contract and in which Concept has a confidential interest, as well as all product and business secrets – even after termination of the contract.
12.1 Price and product information, as well as the pictorial representation, represent a non-binding, subject to change offer.
12.2 A customer order in the web store or by email/fax shall constitute an offer to Concept to conclude a purchase contract.
12.3 The contract shall be concluded by sending an order confirmation, a pro forma invoice or delivery. Indicated delivery times are always approximate.
13 Final Clauses
13.1 Concept provides its services within the Federal Republic of Germany. The place of execution for both parties and the place of jurisdiction for all disputes arising from the contract shall be Munich, provided the customer is a registered merchant, a legal entity under public law or a special fund under public law. However, Concept shall also be entitled to bring a claim against the customer before any other court having jurisdiction by law.
13.2 The law of the Federal Republic of Germany shall apply exclusively.
13.3 By placing the order, the customer agrees that Concept may store the necessary customer data and process it internally for order processing.
13.4 Changes and additions to the agreements made must be made in writing to be effective; this also applies to this provision.
13.5 Should one or more of these provisions be or become invalid, or should a contract concluded on the basis thereof contain a loophole, the validity of the remaining provisions shall remain unaffected. In place of the invalid or missing provision, the contracting parties shall agree on a provision that comes as close as possible to the economic intention of the invalid or missing provision.
GTC Creation date: 08/01/2022