Terms and Conditions
Terms and Conditions
General information
1.1 The following General Terms and Conditions shall apply exclusively to the business relationship between Systemhaus Bergholz GmbH and the client – including all future transactions.
1.2 Systemhaus Bergholz GmbH shall not recognise any agreements made by the client that deviate from these terms and conditions, nor any ancillary agreements, unless Systemhaus Bergholz GmbH has expressly agreed to their validity in writing.
1.3 The information provided in catalogues, brochures, circulars, advertisements, illustrations and price lists regarding weight, dimensions, performance, prices and the like is for guidance only and is generally subject to ongoing changes. It becomes binding only if expressly referred to in the contract. Otherwise, the data relevant on the date of the order confirmation shall be deemed to have been agreed.
Conclusion of the contract and withdrawal
2.1 All quotations are subject to change and non-binding.
2.2 An order shall only be deemed to have been accepted once it has been confirmed in writing by Systemhaus Bergholz GmbH within three weeks of receipt, or once the delivery has already been made.
2.3 Agreed prices are net prices and are quoted in euros. The applicable statutory value-added tax will be charged in addition, as will the packaging and postage costs.
2.4 Changes to the order may only be made by mutual agreement and must be set out in writing.
2.5 Where the client places orders via the internet, Systemhaus Bergholz GmbH undertakes to accept them in accordance with the terms and conditions set out on the website. In the event of typographical, printing or calculation errors on the website, Systemhaus Bergholz GmbH is entitled to withdraw from the contract.
2.6 Once an order has been placed with Systemhaus Bergholz GmbH, the client is bound by that order for a period of 3 weeks. Should an order be cancelled, cancellation fees amounting to 10 per cent of the order value, subject to a minimum charge of €15, will be levied.
2.7 Stated delivery dates are not binding unless they have been expressly agreed in writing. The customer is also obliged to accept partial deliveries unless these are unreasonable for the customer. As a general rule, the customer is only entitled to withdraw from the contract on the grounds of failure to meet a fixed delivery date once they have set Systemhaus Bergholz GmbH a grace period of 4 weeks.
2.8 Systemhaus Bergholz GmbH reserves the right to withdraw from the contract if, despite reasonable efforts, the goods cannot be procured or can only be procured at a significantly inflated price. In this case, the customer will be informed immediately that the goods ordered are not available. If the purchase price has already been paid, it will be refunded immediately.
2.9 Should the client subsequently request changes to or additions to the scope of services set out in the contract, any fixed delivery time shall be extended by a reasonable period.
2.10 (1) The delivery time shall also be extended in the event of
1. a. Circumstances beyond the control of Systemhaus Bergholz GmbH
unforeseen events, such as force majeure, export and import bans, etc., or
2. b. Delays or failures in the delivery of parts covered by the contract to Systemhaus Bergholz GmbH
3. c. Strike or lock-out at Systemhaus Bergholz GmbH
(2) Paragraph 1 (a–c) shall apply mutatis mutandis even where these circumstances apply to a supplier or sub-supplier of Systemhaus Bergholz GmbH.
(3) In the cases referred to in paragraph 1, the customer’s rights under Section 323 of the German Civil Code (BGB) remain unaffected.
2.11 If an impediment to performance is not merely temporary and is not attributable to Systemhaus Bergholz GmbH, Systemhaus Bergholz GmbH shall be entitled to withdraw from the contract, including in respect of the part of the contract that has not yet been performed. In such a case, the client shall have no claims against Systemhaus Bergholz GmbH in connection with the withdrawal from the contract.
2.12 If it becomes apparent that the customer is unable to meet their payment obligations, Systemhaus Bergholz GmbH shall be entitled to withdraw from the contract, to demand payment in advance or, in the event of agreed instalment payments, to reclaim the goods subject to retention of title.
2.13 Systemhaus Bergholz GmbH may make design and shape modifications to the subject-matter of the contract, provided that such modifications are not fundamental and do not significantly restrict the normal or contractual purpose of the item.
Delivery
3.1 Unless another method of delivery has been agreed, the Client shall collect the goods from the warehouse of Systemhaus Bergholz GmbH.
3.2 Where delivery of goods has been agreed, such delivery shall, unless otherwise agreed in writing, be made carriage forward via a parcel service or haulage contractor (e.g. UPS or Systemgut). Unless the client has provided written notification to the contrary, all deliveries shall be covered by transport insurance for the benefit of and at the expense of the client.
3.3 The risk of accidental loss or accidental deterioration of the goods to be supplied passes to the client as soon as they have been handed over to the client. The same applies as soon as a consignment has been handed over to the carrier or has left the warehouse of Systemhaus Bergholz GmbH for the purpose of dispatch. If dispatch is delayed at the customer’s request, the risk of accidental loss or accidental deterioration passes to the client upon notification that the goods are ready for dispatch.
Retention of title
4.1 The goods delivered are subject to all forms of extended retention of title.
4.2 ‘Systemhaus Bergholz’ GmbH retains title to the goods supplied until full payment has been made of all claims due to ‘Systemhaus Bergholz’ GmbH, including all ancillary costs, such as packaging and postage costs.
4.3 Where the Client incorporates the goods into third-party goods, Systemhaus Bergholz GmbH shall become a co-owner of the newly created products in proportion to the value of the goods it has supplied relative to the value of the third-party goods used in their manufacture.
4.4 The Customer is entitled to resell the goods delivered by Systemhaus Bergholz GmbH subject to the retention of title as described, in the ordinary course of business. Upon conclusion of the contract with Systemhaus Bergholz GmbH, the Customer assigns its claims arising from such resale to Systemhaus Bergholz GmbH. The Client is authorised to collect this claim from its customers (purchasers) itself. Systemhaus Bergholz GmbH reserves the right to notify the purchaser of the goods of the assignment and to collect the claim itself should the Client fail to meet its payment obligations. Should the client fall into arrears with its payment obligations, it is obliged, at the request of Systemhaus Bergholz GmbH, to provide the necessary details, in particular the name, address, telephone number of the purchaser, as well as the goods sold to them, so that Systemhaus Bergholz GmbH can notify the purchaser of the assignment of the claim and collect it itself.
4.5 In the event of attachment or any other interference by third parties, the Client is obliged to immediately draw attention to the retention of title and the ownership of Systemhaus Bergholz GmbH. In addition, the Contractor is obliged to inform Systemhaus Bergholz GmbH immediately by telephone or fax, setting out the facts of the matter. The Client is obliged to notify Systemhaus Bergholz GmbH of the name of the third party or parties carrying out the attachment or causing other interference, in such a way that Systemhaus Bergholz GmbH is in a position to safeguard its legal interests vis-à-vis the third party. Systemhaus Bergholz GmbH undertakes to release the security to which it is entitled at the client’s request, provided that its value exceeds the claims to be secured by 20 per cent.
Payment
5.1 The agreed terms of payment apply to deliveries: cash on delivery, crossed cheques on delivery or direct debit, within the limits set by Systemhaus Bergholz GmbH. First orders are, as a rule, to be paid for by cash on delivery.
5.2 Unless otherwise agreed, all payments must be made within the payment term specified on the invoices. If the specified payment term is exceeded, the client shall be in default of payment without the need for a reminder.
5.3 In the event of late payment, interest on arrears at a rate of 8 per cent above the Deutsche Bundesbank’s base rate shall be payable.
Set-off, assignment, retention
6.1 The customer shall have no right of retention. The client shall only be entitled to set-off or assignment if their counter-claims have been legally established or recognised by Systemhaus Bergholz GmbH. Any existing warranty claims shall not affect the due date of Systemhaus Bergholz GmbH’s claims.
Warranty and Liability
7.1 Products manufactured by Systemhaus Bergholz GmbH are supplied with a 12-month hardware warranty.
Subject to the condition set out in 7.3, this covers a full return-to-base service for the first 24 months. In the third year, the customer is responsible for the costs of inspection and repair, in accordance with the applicable rates. Exception: For batteries, the warranty is limited to 6 months.
7.2 In the case of third-party products that are neither manufactured nor labelled by Systemhaus Bergholz GmbH, the manufacturers’ warranty terms shall apply exclusively.
7.3 There is no warranty claim for wear-and-tear parts and consumables such as toner, floppy discs, blank CDs, etc. Warranty or guarantee claims shall, as a general rule, only apply in the event of a manufacturing fault.
7.4 The 24-month warranty period constitutes a limitation period calculated from the date of transfer of risk and also applies to claims for compensation for consequential damage arising from defects, provided that no claims arising from tort are asserted.
7.5 In the case of commercial transactions between the parties, the goods must be inspected immediately upon delivery for transport damage, incorrect delivery and discrepancies in quantity. Any complaints in this regard received by Systemhaus Bergholz GmbH more than 3 working days after delivery cannot be considered. Claims for transport damage must be made against the carrier. In the case of visible defects, complaints must be made in writing immediately, but no later than within 5 working days of receipt of the goods, using a damage report form. Hidden defects must be reported in writing immediately upon discovery, but no later than 5 months after delivery.
7.6 Where the customer is a business, Systemhaus Bergholz GmbH shall, at its discretion, remedy the defect either by rectifying it or by supplying a defect-free item. Systemhaus Bergholz GmbH is entitled to rectify the defect up to three times within the limits set out in Section 440(2) of the German Civil Code (BGB).
7.7 Defects in part of the delivery shall not entitle the customer to reject the entire delivery, unless the defect renders the defect-free part of the delivery unsuitable for the customer’s intended use.
7.8 Systemhaus Bergholz GmbH is liable under warranty only to the client. Services for third parties shall be provided only by prior written agreement with the client.
7.9 If the faults that have arisen are attributable to circumstances for which Systemhaus Bergholz GmbH is not responsible, but which originate within the sphere of influence and risk of the client or end customer, no warranty obligation shall apply. This applies, for example, to faults resulting from the use of unsuitable operating materials or in the event of failure to comply with the installation requirements. Furthermore, the warranty shall not apply if the customer has made alterations or carried out work on the purchased item, unless the customer can prove, in connection with the fault report submitted to Systemhaus Bergholz GmbH, that such work was not the cause of the fault. The warranty claim shall also lapse in the event of a lack of or inadequate maintenance.
7.10 Rectification of defects in the goods sold shall take place at the registered office of Systemhaus Bergholz GmbH, unless otherwise agreed in the contract.
7.11 The Client must deliver the goods properly packaged, including any accessories sold as part of the package (e.g. keyboard, connection cables, etc.).
7.12 The statutory provision of Section 478(2) of the German Civil Code (BGB) is superseded by agreements in accordance with the service guidelines of Systemhaus Bergholz GmbH. Insofar as the customer is not bound by a service agreement, no reimbursement of costs shall be made for the performance of remedial measures pursuant to Section 478(2) of the German Civil Code (BGB). A customer who is not party to a service agreement, acting as a reseller in the context of the sale of consumer goods, is required to assert any claim for subsequent performance by their customer, who is entitled to recourse, directly against Systemhaus Bergholz GmbH in accordance with Section 478(2) of the German Civil Code (BGB).
7.13 The Client shall report any faults arising during use in accordance with the contract to Systemhaus Bergholz GmbH in writing without delay, in a clear and comprehensible manner, providing the information necessary to rectify the fault.
7.14 The return of faulty equipment shall be at the client’s sole expense and risk.
7.15 Returns where no fault is found (e.g. user error on the part of the client) are subject to a charge and will be invoiced to the client at a flat-rate processing fee of €25, plus postage and VAT.
7.16 Any claim for rectification of a fault is excluded if the fault cannot be reproduced or cannot be demonstrated on the basis of machine-generated output.
7.17 Software installations carried out at the Client’s request, such as operating system preloads, are not provided free of charge and do not form part of the contract. The Client shall have no warranty claims in connection with such software installations.
7.18 During repairs, storage media are usually formatted by technicians from Systemhaus Bergholz GmbH. Systemhaus Bergholz GmbH therefore accepts no liability for failure to back up data or for any data loss resulting from a repair.
7.19 Unless otherwise specified below, any further claims by the Client – regardless of their legal basis – are excluded. Systemhaus Bergholz Systemhaus BergholzGmbH is therefore not liable for damage that has not occurred to the delivery item itself; in particular, GmbH is not liable for loss of profit or any other financial loss suffered by the client.
7.20 Where liability on the part of dert Systemhaus Bergholz GmbH is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.
7.21 This limitation of liability shall not apply where the damage is caused by wilful misconduct or gross negligence. Nor shall it apply where the client asserts claims under Sections 1 and 4 of the Product Liability Act.
Data processing
8.1 Systemhaus Bergholz GmbH will store and process data arising from the business relationship electronically, insofar as this is necessary for business purposes and in accordance with the Data Protection Act.
Governing Law, Invalidity, Place of Performance and Jurisdiction
9.1 The business relationship between the Client/Purchaser and the Contractor/Seller is governed by the law of the Federal Republic of Germany and the above-mentioned ‘General Terms and Conditions of Systemhaus Bergholz GmbH’.
9.2 Should any provision of this agreement be or become invalid, in whole or in part, or should there be a gap in the agreement, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced, or the gap filled, by an appropriate provision which, as far as is legally possible, comes closest to the intended economic purpose.
9.3 The place of performance is 08491 Limbach im Vogtl., Friedrich-Ludwig-Jahn-Str. 7
9.4 It is agreed that, insofar as the client/purchaser is subject to prorogation, the place of jurisdiction shall be the court with jurisdiction over the amount in dispute at the registered office of Systemhaus Bergholz GmbH.