Conditions
GENERAL TERMS OF SALE, DELIVERY AND SERVICE
1. GENERAL
1.1.
All deliveries and services, offers and service offerings (hereinafter referred to as “services”) by ENDO INDUSTRIAL GmbH & Co.KG are based on these general terms and conditions of sale, delivery and service (hereinafter referred to as “GTC”). These are part of all contracts that ENDO INDUSTRIAL GmbH & Co.KG concludes with its contractual partners (hereinafter "customers") for the deliveries and services offered. ENDO INDUSTRIAL GmbH & Co.KG does not recognize the customer’s GTC that deviate in whole or in part from these GTC unless ENDO INDUSTRIAL GmbH & Co.KG has expressly agreed to them in writing. These GTC also apply exclusively if ENDO INDUSTRIAL GmbH & Co.KG carries out the delivery or service to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
1.2.
These GTC also apply to future business relationships with the customer, even if these are not expressly agreed again between the parties.
1.3.
In the event of contradictory or incomplete regulations, the agreements between ENDO INDUSTRIAL GmbH & Co.KG and the customer shall apply in the following order - if relevant: individual contract, these General Terms and Conditions, statutory regulations. There are no verbal ancillary agreements between the contracting parties.
2. OFFER, CONCLUSION OF CONTRACT FOR DELIVERIES AND SERVICES
2.1.
The offers from ENDO INDUSTRIAL GmbH & Co.KG are always subject to change and non-binding unless they are expressly marked as binding. A contract is only concluded when ENDO INDUSTRIAL GmbH & Co.KG accepts the order in writing with an order confirmation or executes the order.
2.2.
Estimates are only made at the request of the customer and are non-binding. If the customer does not respond to the cost estimate within 10 working days after receipt of the cost estimate, ENDO INDUSTRIAL GmbH & Co.KG will send the device back to the customer unrepaired.
2.3.
ENDO INDUSTRIAL GmbH & Co.KG reserves the right to charge a processing fee i. hv EUR 125.00 plus VAT to be invoiced. The same applies in the event that no fault can be found in the product sent in after a comprehensive check.
2.4.
If the customer's order value falls below the minimum order value i. hv EUR 50.00 plus VAT, ENDO INDUSTRIAL GmbH & Co.KG is entitled to charge the flat rate of EUR 15.00 plus VAT.
2.5.
Information from ENDO INDUSTRIAL GmbH & Co.KG on the subject of the delivery or service (e.g. quality, weight, performance and dimensions in brochures and offers or drawings and illustrations) are only approximate and not to be interpreted as a guarantee declaration. We reserve the right to use new or reconditioned parts.
2.6.
Guarantees of quality or durability agreed upon conclusion of the contract must be in writing in order to be effective.
2.7.
ENDO INDUSTRIAL GmbH & Co.KG reserves all property rights, copyrights and industrial property rights to illustrations, drawings, models, technical documents, calculations, brochures, catalogs and other documents of a physical or non-physical nature, including electronic form. This also applies to such written documents that are marked as "confidential".
2.8.
If software is part of the scope of services, the customer receives a non-transferrable and non-exclusive right to use the software supplied in compliance with the contractual specifications at the agreed installation site. In the case of supplied hardware, this right is limited exclusively to use on this hardware. All other rights to the hardware and software are reserved by ENDO INDUSTRIAL GmbH & Co.KG.
2.9.
The customer may only use all of the documents or other information mentioned for operational purposes or for the maintenance of contractual objects. Before passing them on to third parties, the customer requires the express written consent of ENDO INDUSTRIAL GmbH & Co.KG. The customer undertakes, without the express prior consent of ENDO INDUSTRIAL GmbH & Co.KG, not to remove or change manufacturer information – including copyright markings.
3. DELIVERIES/SERVICES AND ITS TIME LIMITS
3.1.
Deliveries are made according to EXW (according to Incoterm 2010).
3.2.
ENDO INDUSTRIAL GmbH & Co.KG is entitled to partial deliveries or partial services, unless this is unreasonable for the customer.
3.3.
Periods and dates for deliveries and services promised by ENDO INDUSTRIAL GmbH & Co.KG are always only approximate, unless ENDO INDUSTRIAL GmbH & Co.KG has expressly promised a fixed period or a fixed date.
3.4.
The start of the delivery or service periods presupposes that all commercial and technical questions between ENDO INDUSTRIAL GmbH & Co.KG and the customer have been clarified and that the customer has fulfilled all his obligations (e.g. submission of the documents to be procured, other provisions , approvals, releases or the payment of a deposit).
3.5.
A delivery period is met if the customer has been informed of the readiness for dispatch within the period. If shipment has been agreed, the delivery period is met if the goods have left the works of ENDO INDUSTRIAL GmbH & Co.KG within the period or have been handed over in good time to the forwarding agent, carrier or other third party commissioned to carry out the shipment.
3.6.
If an agreed delivery or service date is exceeded or another contractual obligation is not fulfilled by ENDO INDUSTRIAL GmbH & Co.KG in good time, the customer ENDO INDUSTRIAL GmbH & Co.KG has a reasonable period of at least three weeks for the delivery or service before the statutory to make claims.
3.7.
If the delivery or service is delayed due to circumstances for which ENDO INDUSTRIAL GmbH & Co.KG is not responsible, the delivery or service period is extended by the duration of the hindrance. This applies in particular to operational disruptions for which ENDO INDUSTRIAL GmbH & Co.KG or its suppliers are not responsible, e.g. B. through strikes, lockouts, incorrect or untimely self-delivery, lack of energy or raw materials, official interventions through no fault of our own, as well as force majeure. If a binding delivery or service date is delayed by more than three months due to such a disruption and it is not foreseeable that the disruption will end within a further four weeks, both parties are entitled to withdraw from the contract.
3.8.
If the customer is in default of acceptance, ENDO INDUSTRIAL GmbH & Co.KG is entitled to demand compensation for any additional expenses for the duration of the delay, including the usual storage costs, including storage in the ENDO INDUSTRIAL GmbH & Co.KG plant. In such cases, the date of storage applies as the delivery date; the warehouse receipt replaces the shipping documents. After a reasonable period of grace for acceptance, ENDO INDUSTRIAL GmbH & Co.KG is entitled to otherwise dispose of the delivery item. Further claims remain reserved. This regulation also applies to service objects.
4. PRIZES
4.1.
Unless expressly agreed otherwise, the prices are ex works, excluding freight, packaging, interim storage, insurance, customs, fees and other public charges.
4.2.
The customer will also be billed separately for VAT at the statutory rate on the day of invoicing.
4.3.
Insofar as the agreed prices are based on the list prices of ENDO INDUSTRIAL GmbH & Co.KG and the delivery/service provision is to take place more than four months after the conclusion of the contract, the list prices of ENDO INDUSTRIAL GmbH & Co.KG valid at the time of delivery/service provision apply, unless because something else was expressly agreed.
5. PAYMENTS
5.1.
Payments are due for payment without deduction within the agreed payment period or, in the absence of an agreed payment period, within 14 days net from the invoice date. A cash discount is only permitted in accordance with the relevant information on the invoice.
5.2.
Regardless of whether the customer is at fault, arrears of payment shall be subject to interest at the statutory default interest immediately after the payment period has expired. If further reminders are required, these will be charged at EUR 5.00 per reminder. The assertion of further damages in the event of default remains unaffected.
5.3.
Bills of exchange (also customer bills of exchange), checks and cessions are only accepted on account of performance and only count as payment after they have been honoured. Discounts, exchange charges and similar charges are to be reimbursed by the customer immediately upon request.
5.4.
The customer may only offset against the claims of ENDO INDUSTRIAL GmbH & Co.KG with undisputed or legally established counterclaims. The same applies to the assertion of a right of retention or a right to refuse performance. Rights of retention due to defects are only permissible under the above conditions in a reasonable proportion to the defect that has occurred.
5.5.
ENDO INDUSTRIAL GmbH & Co.KG reserves the right to demand an advance payment or security deposit in the amount of the invoice value should circumstances arise after the conclusion of the contract or existing circumstances become known which are likely to significantly reduce the creditworthiness of the customer and through which the payment of the open claims of ENDO INDUSTRIAL GmbH & Co.KG are endangered by the customer from the respective contractual relationship.
6. PASSING OF RISK, SHIPPING
6.1.
The risk of destruction, loss or damage, etc. of the delivered goods (including repair goods) passes when they are handed over (the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party commissioned to carry out the shipment or, in the case of collection, by the customers with the provision of the goods on these. This also applies if partial deliveries are made or ENDO INDUSTRIAL GmbH & Co.KG still owes the shipping in connection with the delivery.
6.2.
If the shipment is delayed through the fault of the customer or a vicarious agent commissioned by him, the risk passes to the customer on the day of notification of readiness for shipment.
6.3.
If ENDO INDUSTRIAL GmbH & Co.KG also owes the assembly and/or commissioning of the goods, the risk passes to the customer upon acceptance of the assembly and/or commissioning. If the acceptance does not take place within 12 working days after written notification of the completion of assembly and/or commissioning by the customer for reasons for which ENDO INDUSTRIAL GmbH & Co.KG is not responsible, the transfer of risk takes place immediately after the expiry of this 12-day period.
6.4.
When software is provided by means of electronic communication media (e.g. Internet), the risk passes to the customer as soon as the software leaves the sphere of influence of ENDO INDUSTRIAL GmbH & Co.KG.
6.5.
If dispatch of the goods by ENDO INDUSTRIAL GmbH & Co.KG has been agreed, ENDO INDUSTRIAL GmbH & Co.KG is entitled to effect the dispatch of the goods in the best possible way according to its own due discretion, if the customer does not notify ENDO of special dispatch requirements in good time in advance INDUSTRIAL GmbH & Co.KG named.
6.6.
All shipping costs are borne by the customer, unless expressly agreed otherwise.
7. RESERVATION OF TITLE
7.1.
The delivered and/or installed goods remain reserved until ENDO INDUSTRIAL GmbH & Co.KG has settled all claims, including future claims, arising from the business relationship with the customer, including ancillary claims, claims for damages and the encashment of checks and bills of exchange (so-called reserved goods). This also applies if payment is made on specially designated claims.
7.2.
As long as ownership has not yet passed to the customer, the customer is obliged towards ENDO INDUSTRIAL GmbH & Co.KG to treat the reserved goods with care, to store them carefully, to maintain and repair them at his own expense, and to a reasonable extent at his own expense to insure the costs against theft, breakage, fire, water and other damage at replacement value and to provide evidence of this upon request. The customer hereby assigns his claims from the insurance contracts to ENDO INDUSTRIAL GmbH & Co.KG in advance.
7.3.
If the reserved goods are connected or mixed with a main item of the customer or third parties or processed in any other way, it is agreed that the processing is carried out in the name and for the account of ENDO INDUSTRIAL GmbH & Co.KG as the manufacturer and ENDO INDUSTRIAL GmbH & Co.KG directly acquires ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item .
7.4.
If the customer acts in breach of contract, especially in the event of default in payment, ENDO INDUSTRIAL GmbH & Co.KG is entitled to take back the reserved goods after a reminder and withdrawal from the contract, and the customer is obliged to surrender the reserved goods. The application to open insolvency proceedings against the customer's assets entitles ENDO INDUSTRIAL GmbH & Co.KG to withdraw from the contract with immediate effect and to demand the immediate return of the reserved goods.
7.5.
The customer must inform ENDO INDUSTRIAL GmbH & Co.KG immediately in writing in the event of attachments, confiscations or other interventions by third parties on the goods subject to retention of title. The costs incurred by the intervention at ENDO INDUSTRIAL GmbH & Co.KG, in particular the judicial and extrajudicial costs, are to be reimbursed by the customer to ENDO INDUSTRIAL GmbH & Co.KG if the third party is not able to do so.
7.6.
The following also applies to customers as resellers: a. The customer is entitled to sell the reserved goods in the ordinary course of business if he reserves title to the reserved goods to his customers in accordance with this clause 7. The entitlement to resale does not exist if and to the extent that a prohibition of assignment with regard to the purchase price claim has been agreed between the customer and his customers. The customer is not entitled to pledges, transfers of ownership or other encumbrances.
b. The customer hereby assigns to ENDO INDUSTRIAL GmbH & Co.KG all claims resulting from the resale of the reserved goods from the retention of title agreed by him with his customers to secure all, including future, claims of ENDO INDUSTRIAL GmbH & Co.KG from the business relationship with the customer. This also applies if the reserved goods have been processed or resold to several of the customer's customers. ENDO INDUSTRIAL GmbH & Co.KG accepts this assignment.
c. Even after this assignment, the customer is entitled to collect the claims from a resale himself. The authority of ENDO INDUSTRIAL GmbH & Co.KG to collect the claim itself remains unaffected. However, ENDO INDUSTRIAL GmbH & Co.KG undertakes not to collect the claim as long as the customer properly meets his payment obligations, does not default in payment, ENDO INDUSTRIAL GmbH & Co.KG has not revoked the authority to collect, and no application for the opening of insolvency proceedings has been filed the assets of the customer are available. At the request of ENDO INDUSTRIAL GmbH & Co.KG, the customer must immediately notify in writing to whom he has sold the goods, what claims he has from the sale and he must provide all information required for collection and hand over the associated documents and the debtors to notify the assignment.
i.e. ENDO INDUSTRIAL GmbH & Co.KG undertakes to immediately release the securities ENDO INDUSTRIAL GmbH & Co.KG is entitled to at the request of the customer to the extent that their value exceeds the claims to be secured by more than 50%, not just temporarily.
8. RETURN OF GOODS (OUT OF WARRANTY)
8.1.
ENDO INDUSTRIAL GmbH & Co.KG must expressly agree in writing to taking back the goods. The value to be paid for when goods are returned is determined in particular on the basis of the age, condition and resaleability of the goods.
8.2.
Custom-made products that were ordered at the customer's request or that are not included in the standard range of ENDO INDUSTRIAL GmbH & Co.KG are generally excluded from return.
8.3.
The customer bears the risk and costs of transporting the returned goods.
9. TRANSPORT INSURANCE / RETURN OF PACKAGING
9.1.
At the express written request of the customer, ENDO INDUSTRIAL GmbH & Co.KG insures the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks. The customer bears the costs for this.
9.2.
Insofar as ENDO INDUSTRIAL GmbH & Co.KG is obliged to take back packaging in accordance with the provisions of the packaging regulations, it will collect it from the customer at its own expense. The parties will agree on the details separately.
10. WARRANTY RIGHTS FOR MATERIAL DEFECTS
10.1.
The customer must inspect the deliveries and services for any defects, quantity discrepancies or wrong delivery immediately after they have been provided. The customer must notify ENDO INDUSTRIAL GmbH & Co.KG in writing of a delivery or service that is defective in whole or in part immediately after its discovery, otherwise the delivery or service is deemed to have been approved. In the case of deliveries, the notification period for defects that were recognizable during the careful inspection required for the type of goods is no more than seven working days after arrival of the goods. With regard to other defects, the delivery items are deemed to have been approved by the customer if the notification of defects is not received by ENDO INDUSTRIAL GmbH & Co.KG within seven working days after the point in time at which the defect became apparent. The regulations according to this section 10 also apply in the case of software deliveries.
10.2.
Insofar as there is a defect in the delivery or service for which ENDO INDUSTRIAL GmbH & Co.KG is responsible at the time of the transfer of risk and provided that this was reported in good time, ENDO INDUSTRIAL GmbH & Co.KG will, at its own discretion, repair or replace this defect within a reasonable period of time free of charge ( “subsequent performance”).
10.3.
If the rectification of defects fails twice without success or if ENDO INDUSTRIAL GmbH & Co.KG refuses subsequent performance, the customer is entitled to choose to withdraw from the contract or to demand a price reduction (corresponding reduction in the purchase price).
10.4.
The customer will always support ENDO INDUSTRIAL GmbH & Co.KG in analyzing errors and eliminating defects. He must take the necessary and reasonable measures to limit and prevent damage.
10.5.
If a defect is the fault of ENDO INDUSTRIAL GmbH & Co.KG, the customer can claim damages under the conditions specified in Section 12.
10.6.
In the case of software defects, the warranty includes error diagnosis as well as error and fault elimination. The prerequisite for error elimination is that the error is malfunctioning, that it is reproducible, that the customer has installed any new software versions offered free of charge during the warranty period and that ENDO INDUSTRIAL GmbH & Co.KG has received all the documents and information necessary for error elimination . Defects in individual programs do not give the customer the right to dissolve the contract with regard to the other programs. If the customer has not concluded a software service contract with ENDO INDUSTRIAL GmbH & Co.KG, software maintenance that is not covered by the warranty will be billed according to ENDO INDUSTRIAL GmbH & Co.KG's currently valid list prices.
10.7.
Excluded from liability for defects are defects due to unsuitable or improper use of the goods/service objects, in particular due to excessive stress and changes to the delivery item without the prior consent of ENDO INDUSTRIAL GmbH & Co.KG, incorrect assembly or commissioning by the customer or by third parties commissioned by the customer , wear and tear due to normal wear and tear of a product or defects as a result of unauthorized repairs by the customer or by commissioned third parties, failure of components in the system environment or other damage due to external influences. In the case of software, ENDO INDUSTRIAL GmbH & Co.KG does not guarantee that the software functions meet the customer's requirements, that the programs selected by the customer work together, that they run uninterrupted and error-free or that all software errors can be eliminated. The customer cannot derive any rights from the defectiveness of the delivery/service provided by ENDO INDUSTRIAL GmbH & Co.KG if there is only an insignificant reduction in the value or the suitability of the delivery/service.
10.8.
The statute of limitations for claims for defects is twelve months from the transfer of risk/end of service provision or, if acceptance is required, from acceptance.
10.9.
For replaced or repaired parts of the delivery item, the warranty period begins anew and lasts twelve months from the date of invoicing if the warranty period for the delivery item according to Section 10.8 expires earlier.
10.10.
The liability for defects of ENDO INDUSTRIAL GmbH & Co.KG within the meaning of this clause 10 is excluded for used delivery items, with the exception of new and reconditioned parts.
10.11.
Further warranty claims of the customer against ENDO INDUSTRIAL GmbH & Co.KG or its vicarious agents due to material defects that are not regulated in Section 10 are excluded.
11. WARRANTY RIGHTS FOR DEFECTS
11.1.
ENDO INDUSTRIAL GmbH & Co.KG is only liable for violations of property rights of third parties through a delivery or service provided by ENDO INDUSTRIAL GmbH & Co.KG if the delivery or service is used in accordance with the contract and in particular in the contractually intended usage environment.
11.2.
ENDO INDUSTRIAL GmbH & Co.KG is only liable for violations of third-party rights at the place of contractual use of the delivery or service.
11.3.
If a third party asserts against the customer that a delivery or service from ENDO INDUSTRIAL GmbH & Co.KG infringes his property rights, the customer shall immediately notify ENDO INDUSTRIAL GmbH & Co.KG. He leaves it up to ENDO INDUSTRIAL GmbH & Co.KG and, if applicable, ENDO INDUSTRIAL GmbH & Co.KG pre-suppliers to fend off the asserted claims for ENDO INDUSTRIAL GmbH & Co.KG costs - as far as permissible. As long as ENDO INDUSTRIAL GmbH & Co.KG makes use of this authorization, the customer may not recognize the claims of the third party without the consent of ENDO INDUSTRIAL GmbH & Co.KG.
11.4.
ENDO INDUSTRIAL GmbH & Co.KG defends itself against the possible claims of the third party and indemnifies the customer from all costs associated with the defense of these claims, insofar as these are not based on the customer's breach of duty (e.g. the use of the programs in breach of contract ) are based.
11.5.
If third-party property rights are violated by a delivery or service, ENDO INDUSTRIAL GmbH & Co.KG will do so at its own discretion and expense
a. provide the customer with the right to use the delivery or service or
b. design the delivery or service free of infringement or
c. take back the delivery or service at the invoice price (less an appropriate compensation for use) if ENDO INDUSTRIAL GmbH & Co.KG cannot achieve any other remedy with reasonable effort.
11.6.
The interests of the customer are adequately taken into account.
11.7.
Claims by the customer for defects in title become time-barred in accordance with section 10.8. Clause 12 applies to claims for damages and reimbursement of expenses.
12. LIABILITY
12.1.
The liability of ENDO INDUSTRIAL GmbH & Co.KG for damages, regardless of the reason, in particular due to delay, defective or incorrect delivery or service, impossibility, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this clause 12.
12.2.
ENDO INDUSTRIAL GmbH & Co.KG is not liable in the case of simple negligence, unless it is a matter of breaching essential contractual obligations. Essential to the contract is the obligation of ENDO INDUSTRIAL GmbH & Co.KG to deliver on time, if necessary to install the delivery item or service that is free of significant defects, the freedom from defects of title and such material defects that impair the functionality or usability more than just insignificantly, as well as , Protection and care obligations that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer's personnel or to protect their property from significant damage. For the rest, ENDO INDUSTRIAL GmbH & Co.KG is only liable for intentional or grossly negligent behavior.
12.3.
Insofar as ENDO INDUSTRIAL GmbH & Co.KG according to Section 12.2. liable, this liability is limited to damages that ENDO INDUSTRIAL GmbH & Co.KG foresaw or could have foreseen as a possible consequence of a breach of contract when the contract was concluded.
12.4.
ENDO INDUSTRIAL GmbH & Co.KG is in no way liable for damage for which the customer is responsible, in particular because he has not implemented a repair recommendation given by ENDO INDUSTRIAL GmbH & Co.KG, which the customer caused by incorrect operation, incorrect assembly or installation or caused other actions and omissions, or which are due to external causes beyond the control of ENDO INDUSTRIAL GmbH & Co.KG.
12.5.
In the event of loss of data, ENDO INDUSTRIAL GmbH & Co.KG is only liable for the effort required to restore the data with proper data backup by the customer. In the event of slight negligence on the part of ENDO INDUSTRIAL GmbH & Co.KG, liability only arises if the customer has carried out a proper data backup immediately before the measure leading to the data loss.
12.6.
Liability for indirect damage or consequential damage resulting from defects in the delivery item or service only exists if such damage is typically to be expected when the delivery item or service is used as intended.
12.7.
The above exclusions and limitations of liability apply equally in favor of the organs, legal representatives, employees and other vicarious agents of ENDO INDUSTRIAL GmbH & Co.KG.
12.8.
The restrictions of Section 12 do not apply to the liability of ENDO INDUSTRIAL GmbH & Co.KG for willful conduct, for guaranteed characteristics, in the event of a breach of essential contractual obligations, for injury to life, limb or health and under the Product Liability Act.
12.9.
The limitation period for claims for damages due to defects or other claims for damages against ENDO INDUSTRIAL GmbH & Co.KG is twenty-four months from the transfer of risk of the delivery or the end of the service provision. In cases of intent, fraudulent concealment of a defect and in the event of injury to life, limb and health or in the event of injury to essential contractual obligations, the regular limitation period applies.
12.10.
Insofar as ENDO INDUSTRIAL GmbH & Co.KG provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by ENDO, this is done free of charge and to the exclusion of any liability.
13. OBLIGATIONS TO COOPERATE
13.1.
The customer is responsible for complying with the applicable laws, regulations and safety regulations, in particular with regard to approval, installation, operation, repair and maintenance of the goods and undertakes to fulfill these obligations on his own responsibility. This also applies to compliance with legal and official regulations on import, transport, storage and use of the goods/service objects. The customer shall release ENDO INDUSTRIAL GmbH & Co.KG from all claims asserted against ENDO INDUSTRIAL GmbH & Co.KG resulting from the violation of these regulations.
13.2.
The main obligations of the customer include use in accordance with the instructions for use, functional checks and the replacement of consumables at the required intervals, as well as cleaning in accordance with the instructions for use.
13.3.
In the event of a disruption, the customer must immediately take the necessary measures to protect people and property. ENDO INDUSTRIAL GmbH & Co.KG must be informed. As soon as the error is detected, the affected products can no longer be used unless ENDO INDUSTRIAL GmbH & Co.KG has given its approval.
13.4.
If technicians are deployed on site, the customer provides ENDO INDUSTRIAL GmbH & Co.KG with free access to the service object. If necessary, the area should be roughly cleaned. In addition, the customer ensures that qualified contact persons are present when the service is carried out. Furthermore, data (e.g. confidential data) in connection with service objects must be professionally backed up by the customer at short intervals. In addition, the customer must ensure that the necessary supply connections are available and that the service objects are shielded from other business operations. ENDO INDUSTRIAL GmbH & Co.KG reserves the right to charge the customer for costs incurred in connection with waiting times if e.g. B. agreed deadlines are not met or access to devices must first be created, to be invoiced separately.
13.5.
If the customer has an obligation to cooperate in the provision of the delivery/service by ENDO INDUSTRIAL GmbH & Co.KG, ENDO INDUSTRIAL GmbH & Co.KG can demand compensation for additional expenses or damage incurred by the contractual partner not complying with this obligation to cooperate agreed scope. The same applies in the event that the contractual partner ENDO INDUSTRIAL GmbH & Co.KG makes it difficult to provide the delivery/service.
14. CONFIDENTIALITY
14.1.
The customer is obligated to keep secret all business, operational and technical matters of ENDO INDUSTRIAL GmbH & Co.KG that it has become aware of or will become aware of in connection with the delivery/service, even beyond the duration of the contract. The customer may not allow third parties to inspect or make available the items made available to him by ENDO INDUSTRIAL GmbH & Co.KG, as well as advertising material, brochures, etc. without the written consent of ENDO INDUSTRIAL GmbH & Co.KG.
14.2.
The confidentiality obligation ends when the information becomes public knowledge without this being based on a breach of a confidentiality obligation.
14.3.
The customer may only advertise the business relationship with ENDO INDUSTRIAL GmbH & Co.KG with the prior written consent of ENDO INDUSTRIAL GmbH & Co.KG.
14.4.
A breach of the aforementioned confidentiality obligations entitles the customer to withdraw from or terminate all existing contracts without notice, without the customer being entitled to compensation or the fulfillment of goods that have not yet been delivered.
15. EXPORT CONTROL
15.1.
The fulfillment of the deliveries and services is subject to the proviso that there are no obstacles due to national or international regulations of export and import law or any other legal regulations.
15.2.
The customer undertakes to support ENDO INDUSTRIAL GmbH & Co.KG in providing the information and documents required for the export/transport. In addition, the customer is obliged to immediately inform ENDO INDUSTRIAL GmbH & Co.KG in writing of all circumstances that become known to him after the conclusion of the contract and which justify the assumption of a possible or actual violation of export regulations.
15.3.
Delays that are not our fault as a result of export inspections or approval procedures invalidate deadlines and delivery times in this respect.
15.4.
If ENDO INDUSTRIAL GmbH & Co.KG is unable to fulfill the contract due to non-issued approvals, the contract with regard to the goods/services concerned shall be deemed not to have been effectively agreed upon from the outset. Claims for damages or reimbursement of expenses by the customer do not arise from this.
15.5.
It is the customer's responsibility to obtain any necessary import permits.
16. FINAL PROVISIONS
16.1.
The customer hereby agrees that the customer data received in connection with the business relationship may be stored by ENDO INDUSTRIAL GmbH & Co.KG for the purpose of data processing and that the data may be passed on to third parties (e.g. for credit checks or insurance companies) insofar as this is necessary for the fulfillment of the contract ) are transmitted.
16.2.
Customer claims can only be assigned with the written consent of ENDO INDUSTRIAL GmbH & Co.KG.
16.3.
ENDO INDUSTRIAL GmbH & Co.KG hereby declares that it will comply with the statutory provisions of the Minimum Wage Act (MiLoG).
16.4.
The customer is obliged to comply with the laws of the applicable legal system(s), including the provisions of the MiLoG. In particular, he will neither actively nor passively, directly or indirectly, participate in any form of bribery, violation of the basic rights of his employees or child labour. He will also take responsibility for the health and safety of his employees at work, observe environmental protection laws and promote and demand compliance with this code of conduct from his suppliers as best as possible. If the customer culpably violates these obligations, ENDO INDUSTRIAL GmbH & Co.KG is entitled, without prejudice to further claims, to withdraw from the contract or to terminate the contract. If the breach of duty can be remedied, this right may only be exercised after a reasonable period of time has elapsed to remedy the breach of duty.
16.5.
The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Rottweil.
16.6.
The law of the Federal Republic of Germany applies exclusively to the relationship between ENDO INDUSTRIAL GmbH & Co.KG and the customer, excluding international private law and the UN Sales Convention (CISG).
16.7.
Should one or more provisions of these General Terms and Conditions be or become invalid, this shall in no way affect or impair the validity and enforceability of the remaining provisions. In this case, the parties undertake to replace the ineffective regulation with a legally effective replacement regulation that comes as close as possible to the economic intentions of the conditions. The same applies in the event of a loophole.
Status: January 2021