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Terms and conditions


Citron Gesellschaft für CAD und Industrieelektronik mbH, Augsburg following called „Citron“


I. Scope
1. Only the terms and conditions printed below are relevant to all offers, orders and contracts, unless otherwise expressly agreed in writing by Citron. Different terms and conditions of the Customer are hereby expressly excluded. The terms and conditions asserted for all future business relations, even if they are not expressly agreed again.
2. To cost estimates, drawings and other documents Citron retains its ownership and copyright exploitation rights fully. The documents may not without prior written consent of Citron disclosed to third parties and, if the order is not granted Citron, this returned immediately upon request.


II. Offer and Conclusion of Contract
1. Deals of the Citron are non-binding. A contract is only concluded if an order of Citron confirmed in writing or if it has been executed.
2. The information such as data sheets published in publications serving the specification of components. They do not guarantee any properties of these components.
3. The scope of Citron results solely from the written order confirmation issued.
4. Is required to submit a cost estimate before repairs, so this is stated explicitly. The cost of the estimate is offset against the cost of repairs.


III. Quantity contracts
Based on our general terms and conditions apply for quantity contracts following conditions: A quantity contract is a legally binding commitment of the client on the purchase of a total number of units in a defined period of time by the parties. A quantity contract allows the client to benefit from a defined time to the total quantity released respectively in the previous written offer proven individual and bulk prices for the total order quantity. Part deliveries under this contract are generally invoiced amount immediately due and payable in accordance with the applicable payment terms. Complies with the customer's purchase obligation in the defined period or not he gets to partial deliveries in Arrears, a recalculation of the difference at the end of the agreed period, or in default of payment at the time the late payment in accordance with to this day removed pieces according to the agreed price for this quantity actually taken.


IV. Call orders
Based on our general terms and conditions apply for blanket orders following conditions: A blanket order is a legally binding commitment of the client on the purchase of a total number of units at a defined by the contractors deployment date. A call order allows the client to benefit from a defined total quantity released respectively in the previous written offer proven individual and bulk prices for the total order quantity. Teillieferungenaus this contract are generally invoiced amount immediately due and payable in accordance with the applicable payment terms. Complies with the customer's purchase obligation in the defined period or not he gets to partial deliveries in default of payment, a recalculation of the difference at the end of the agreed period, or in default of payment at the time the late payment in accordance with to this day removed pieces according to the agreed prices for this quantity actually taken. Complies with the customer does not decrease its commitment within 30 days after the delivery date specified, the goods will be shipped and invoiced without being asked.


V. Deadlines
1. Times set for Supplies shall require the timely receipt of all documents to be furnished by the Purchaser, necessary permits and releases, especially concerning plans, and compliance with the agreed terms of payment and other obligations of the Purchaser. If these conditions are not fulfilled in time, times set shall be extended accordingly does not apply if the Citron is responsible for the delay.
2. Is the failure to meet deadlines due to force majeure or similar events due to time shall be extended.
3. The final contract is subject to the correct and timely delivery. In particular, the Citron is entitled to partial deliveries if their own suppliers and manufacturers are proven to delay in delivery. They will be due to the residual supply immediately the contractor a new reasonable grace period known. Is Citron also within this period due to lack of subcontracting to fulfill the contract not able, it can withdraw from the contract without the purchaser entitled to claim damages, unless he can prove the Citron gross negligence for breach of contract. Also, the customer is entitled to give a further period of 4 weeks and cancel the contract after its expiry.
4. Citron comes from other than 3 reasons mentioned in default, the buyer - if he proves that the damage it is this generated - compensation for each completed week of delay of 0.5%, but more than a total of 5% of the price of that part of the Supplies which could not be put to the intended result of the delay. This limitation shall not apply in cases of intent, gross negligence or injury to life, body or health is not involved. A change in the burden of proof to the detriment of the Purchaser is not linked.
5. Both compensation claims arising out of delay in performance or in lieu of performance exceeding the limits specified in No. 4, in all cases of delayed Supplies even upon expiry of a time set Citron excluded. This shall not apply in cases of intent, gross negligence, or injury of life, body or health is not involved. The liability of Citron is limited to the foreseeable, typically occurring damage if the delivery delay is not due to be taken by Citron intentional breach of contract.


VI. Terms of payment
1. The prices of the Citron apply from company headquarters in Augsburg, excluding packaging, unless otherwise specified in the order confirmation otherwise specified. Citron in the prices of VAT is not included, it will be shown separately in the invoice at the statutory rate on the date of invoicing.
2. Payments shall be made according to the invoice. Except for special written agreements.
3. In case of violations of the customer, especially in case of default, the Citron one time set to the customer service is entitled to withdraw undzur withdrawal after expiry; does not affect the statutory provisions that the time limit. The purchaser is obliged to surrender.
4. The purchaser is entitled to offset, even if complaints or counterclaims are valid, only if the counterclaim has been legally established, recognized by the Citron or are undisputed. To exercise a lien, the purchaser is only entitled if his counterclaim is based on the same contractual relationship.


VII. Shipment / transfer of risk
1. Shipping and delivery take place at the expense and risk of the purchaser, costs incurred shall be borne by the purchaser. If the goods are collected by the customer himself, so the risk is transferred to the display of the provision of the goods to the purchaser. If the shipping, delivery or pickup in operation for reasons attributable to the Purchaser, the Purchaser is delayed or for other reasons is in default of acceptance, the risk passes to the buyer.
2. Delayed shipment or delivery to Purchaser's request by more than one month after notification of readiness for dispatch, the Purchaser may, for each month commenced, storage costs of 0.5% of the price of the supplies, but no more than 5% will be charged. The evidence of higher or lower storage costs to have been incurred.
3. We accept transport and all other packaging according to the Ordinance does not return, except pallets. The customer has to provide for the disposal of the packaging at his own expense, except for pallets and reusable packaging.


VIII. Retention of Title
1. Until payment of all claims against the Customer arising from the mutual business, the delivered goods remain the property of Citron If the value of a security interest, owed to the Citron, the value of all secured claims by more than 20%, Citron will release on request of the customer an equivalent amount of the security interest.
a. If the value of a security interest, owed to the Citron, the value of all secured claims by more than 20%, Citron will release on request of the customer an equivalent amount of the security interest.
b. The purchaser is entitled to dispose of the goods in the ordinary course of business, in particular to resell, process, or installed as long as he is not in default. Any other information, in particular a pledge, collateral assignment or hiring out by way of exchange is not permitted. Attachment, seizure or other dispositions or interventions by third parties must be reported immediately to the Citron. Upon request, the customer is obliged to insure the goods under retention of title at his expense.
c. The Purchaser hereby assigns his claims arising from the resale of the reserved goods to the Citron from, and irrespective of whether they are sold to one or more purchasers; Citron accepts the assignment. The assigned claims serve to secure the Citron only up to the amount of the invoice value of the goods sold.
d. In the processing of the goods according to § 950 BGB, the new thing for the Citron is made without committing them. The retention of title also extends to the new thing. For the cases of a combination or mixture of the delivered goods with other movable property (§ § 947, 948 BFB) the purchaser's property or ownership rights to the Citron assigns in advance. Loses Citron at these produced and the delivered goods their property, the purchaser hereby enters his claim for compensation in advance from according to § 951 BGB to the Citron who hereby accepts this assignment.


IX. Warranty / Liability
1. The Purchaser shall not refuse to receive Supplies due to minor defects. Claims and Complaints of any kind must be received within 4 days after arrival of the goods at destination at the latest Citron. If such a complaint is not raised, the silence constitutes approval of the goods. Was the defects is wrongly Citron is entitled to demand compensation for the expenses incurred by the purchaser.
2. In case of justified complaints Citron is obliged to either rectify in a reasonable time, at its discretion or to supply new goods. Repair or replacement shall be made only if the customer has paid a portion of the purchase price to the value of the defective delivery. If the repair or replacement is missing, the purchaser has the right to withdrawal or reduction.
3. Claims for damages and reimbursement of expenses of the customer, for whatever legal reason, including infringement of duties arising from the contract or tort, shall be excluded. This does not apply if liability is mandatory, ie under the Product Liability Act, in cases of willful misconduct, gross negligence, injury of life, body or health, or breach of contract. The damages and compensation for the breach of fundamental contractual obligations is limited to the typically foreseeable damage, unless caused by intent or gross negligence or based on liability for injury of life, body or health. A change in the burden of proof to the disadvantage of the customer is not associated with the above conditions. Further or other than those referred to claims against Citron and its agents due to a defect are excluded.
4. The warranty does not include minor deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear or damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment or from particular external influences to the contract are not required. Be made by the purchaser or third parties perform improper modifications or repair work, so for these and the consequences will be no claims for defects. Be made by the purchaser or third parties perform improper modifications or repair work, thus accounts for all warranty claims.
5. Claims arising out of the necessary expenses for the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded to the extent that expenses are increased because the subject-matter of the Supplies was subsequently brought to another location than the delivery address of the customer , unless the transfer is in accordance with its intended use.
6. The warranty claims of the customer shall lapse 12 months after delivery of the goods. This shall not apply where the law prescribes longer periods and in cases of Verletzungdes life, body or health, intentional or grossly negligent breach of duty by Citron and fraudulent concealment of the defect. The legal provisions regarding suspension of expiration, suspension and recommencement of limitation periods remain unaffected. After the deadline, the Buyer shall only be entitled to refuse to pay the purchase price and to offset claims for compensation if he has the lack of timely notice and he has an undisputed or legally established counterclaims.
7. The customer's right of recourse against the Citron according to § 478 BGB (recourse of the contractor) is limited to cases where the Purchaser has taken with its customers exceeding the statutory warranty claims agreements. Also applies to No. 5 to the extent of recourse the Purchaser has against the Citron pursuant to § 478 para 2 BGB.
8. To the extent in which the Citron of the goods or any part thereof a quality and / or durability has made, they shall also be liable under this warranty. For damages based on the lack of guaranteed quality or durability, but does not directly affect the goods, they shall be liable nurdann However, if the risk of such damage is clearly covered by the guarantee of quality and durability.


X. Contract adjustment
1. Change significantly Where unforeseeable events, such as mobilization, war, riot, strike, lock-out, the economic importance or the contents of the Supplies or considerably affect the operation of the Citron, the contract will be readjusted accordingly in good faith. Where doing so is economically unreasonable, the Citron has the right to rescind the contract. Citron will make use of this right, it shall promptly notify to the knowledge of the consequences of the event the purchaser even if an extension of the delivery period was agreed with the Purchaser.
2. If significantly worsens the financial position of the buyer on completion of the contract, especially if the customer's assets, insolvency, composition proceedings is filed or if the customer has been summoned to the performance of the affidavit that Citron may withdraw from the contract or alternatively extremely terminate.


XI. Intellectual property and copyright
1. Unless otherwise agreed, the Citron is obliged to deliver only in the country of delivery free of industrial property rights and copyrights of third parties. If a third party for infringement of copyrights and proprietary rights by Citron of the contractual use of supplies asserts a justified claim against the Purchaser, the Citron liable within the period specified in VII 6 as follows:
a. The Citron is a per their choice and obtain their money for supplies either a right of use in question, this change so that protection of intellectual property and are not infringed or exchange. If this is not possible under reasonable conditions, the Purchaser shall have the statutory rights of rescission or reduction. VII 1, 2 and 7 claims accordingly.
b. The duty of Citron to pay damages shall be governed by Article VII 3
c. The above-mentioned obligations of Citron exist only insofar as the purchaser Citron of any such claim asserted by the third party in writing, a violation does not recognize, and the Citron any protective measures and settlement negotiations are reserved. If the Purchaser stops using the Supplies in harm reduction or other important reasons, he is obliged to inform the third party that the cessation of use does not constitute an admission of copyright protection and is connected.
d. Claims of the Purchaser shall be excluded if it is responsible for the protection and copyright infringement.
e. Claims are also excluded if the patent or copyright is caused by specifications made by the Purchaser, to the Citron was not foreseeable by the application or by the Supplies being modified by the Purchaser or together with products not supplied by Citron products used will.


XII. Acceptance of the obligations of the electric law
1. The ordering of devices that fall within the scope of the power law and its use is precluded in private households (B2B appliances), hereby undertakes no longer used devices according to the specifications of the electric law at its own expense to handle and dispose of properly . It is thus disposing of person the meaning of § 10 Section 2 Sentence 4 Elektrogesetz. The Purchaser shall provide the Citron of the take-back obligation in accordance with § 10 Section 2 Sentence 1 power law and the Disposal obligations in accordance with § 10 Section 2 Sentence 4 Electrical Act and all claims of third parties in this context free. Citron has the customer to the fact that the obligations assumed by it remain unaffected by a resale.

2. To guide the proof that the equipment supplied by Citron usually not OK in private households by § 3 para 4 Elektrogesetz are used, the customer is obliged to take back and dispose of all equipment. In particular, he undertakes not to sell the equipment to employees or to give away.
3. The claim of Citron on acquisition / release is not barred by the Customer before the expiry of two years from the end of use of the device. The 2-year period begins with the receipt of written notice of the purchaser at the Citron on the end of use.


XIII. Privacy Policy
Pursuant to § 26.1 (Data Protection Act), we point out that customer and supplier-related data are stored and processed by means of electronic data processing by us to process the necessary in the context of business operations can.


XIV. Jurisdiction and Applicable Law
1. If the customer is a merchant, is for both parties in all disputes arising directly or indirectly arising conflicts of jurisdiction - also for exchange, check and document processes - Augburg agreed. However, the Citron is also entitled to sue at the Purchaser.
2. The legal relationship between Citron and the Customer shall be subject to German law under exclusion of the Uniform Law on the International Sale of Goods and the Law on the International Sale of Goods.