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GTC
General terms and
conditions - HumanOptics AG
1. Applicable Law
1.1) The legal relationships between the Purchaser and HumanOptics AG (reg.: Amtsgericht Fürth (The Local Court of Furth); HR 7714) shall be subject exclusively to German Law and the Terms and Conditions stated hereinafter, which shall in any case have priority over any purchasing conditions, even without our opposing them explicitly, unless expressly stated otherwise in writing.
1.2) In case the Customer is a Merchant and the contract forms part of his / her trade, or is a legal entity under private or public law or a special fund under public law, these shall also apply for all future business relationships, even if not agreed upon again explicitly. In any case, the Terms and Conditions shall be considered as accepted at the latest upon taking delivery of the goods or services.
1.3) HumanOptics AG herewith explicitly rejects any different terms and conditions of Customers or Suppliers, even if HumanOptics AG has not opposed them in individual cases.
1.4) Application of the Uniform Law on International Sales of Goods (EKG) shall be excluded.
2. Conclusion of Contract
2.1) All offers, prices and any other commitments are subject to change and given without obligation, unless explicitly stipulated otherwise.
2.2) Collateral agreements and amendments require our written confirmation.
2.3) Any documents forming part of an offer, such as illustrations, drawings, weights and measures, and other technical data, are considered to be approximately relevant only, unless explicitly stipulated as binding.
3. Copyrights and Rights of Exploitation
3.1) We reserve the unrestricted rights of exploitation in cost estimates, drawings and other documents, subject to our property right and copyrights; they shall not be made available to third parties without our prior written consent. In case an order is not placed, any drawings and any other documents forming part of the offer shall be returned without delay.
3.2) We shall be allowed to make the Purchaser's documents available to such third parties, as to whom we are entitled to transfer the supply or an individual part of the services. There is no right of retention whatsoever for the Customer.
3.3) In case the goods are manufactured and supplied by the Purchaser in a specifically stipulated execution (according to drawings, samples or other specific stipulations), the Purchaser warrants that the specific version does not infringe on any third party rights, in particular patents, utility-model patents or any other industrial property rights and copyrights.
3.4) The Purchaser undertakes to indemnify and hold us harmless against all third party claims resulting from such infringements.
4. Changes of Design and Shape, and Protective Devices
4.1) In the interest of technical and medical progress we reserve the right to make changes of design and shape until the date of delivery.
4.2) In case of missing or defective delivery, the Customer shall be obliged to demand rework with reference to applicable German law within ten days after receipt; otherwise the goods or services shall be considered as taken over and / or fully accepted under the sole responsibility of the Customer.
5. Delivery Periods
5.1) Compliance with stipulated delivery periods requires timely receipt of all documents to be supplied by the Customer, of required permissions and releases, compliance with the terms of payment agreed upon and other obligations.
5.2) The delivery date shall be considered as having been complied with when the goods have left our works or after notification of their readiness for shipment.
5.3) If a delivery date is exceeded with our being at fault, the Purchaser may rescind the contract after having granted us a reasonable period of grace of 14 working days, and after that period has elapsed without any results.
5.4) The Purchaser's claims for damages require expiry of the grace period due to our intent or gross negligence. They shall be limited to the value of the delayed delivery.
5.5) Reasons and events beyond our control that impede, considerably aggravate or delay the delivery shall discharge us from our obligation of delivery.
5.6) Claims for damages due to delayed delivery or to termination of delivery shall be excluded as far as permitted by law.
5.7) Partial deliveries shall be admissible if based on important grounds and if deemed reasonable for the Customer. However, partial deliveries to HumanOptics AG shall not be accepted on principle, and entitle to rescission of the contract.
5.8) Reasons or events beyond the control of HumanOptics AG, that make delivery impossible or unreasonably impede delivery, discharge HumanOptics AG from their obligation to deliver for the duration of the impediment and a reasonable start-up time or lead time, even if these reasons or events occur at an upstream supplier's. In case the delivery time is extended or if HumanOptics AG is discharged from their obligations, the Customer cannot derive therefrom the right to claims for damages.
6. Pricing
6.1) Pricing shall be performed in accordance with the prices valid on delivery day. Our prices are understood without packing, in EURO € currency, ex Works Erlangen plus VAT.
6.2) Transportation risk insurance and overheads shall be borne by the Purchaser, unless stipulated otherwise. 6.3) In case payment for a partial delivery or partial service is delayed, we shall be entitled to suspend further execution of the order according to our reasonably exercised discretion, without the Purchaser being entitled to claim compensation or damages.
7. Payment
7.1) Unless stipulated otherwise, our invoices shall be honoured net in advance or, at the latest, within 10 days after the invoice date.
7.2) All payments shall be effected free of expense for us. Payments are used in the first place to cover costs and interest, and then for payment of the oldest invoice.
7.3) In case the time allowed for net payment has elapsed and the Purchaser does not even pay upon notice by creditor, then we shall be entitled to demand interest amounting to 5% plus the corresponding discount rate of the Deutsche Bundesbank, calculated from the date of receipt of the first notice by creditor.
7.4) Acceptance of bills of exchange or cheques requires a specific agreement, and these are only accepted subject to redemption and only on account of performance.
7.5) Discount and collection costs shall be charged to the Purchaser.
7.6) Our right to claim damages due to default or delayed receipt of payment shall remain unaffected.
7.7) The Customer shall be entitled to setoff only if the counterclaim of HumanOptics AG is uncontested or recognised by declaratory judgement.
7.8) Complaints by our Customers do not justify delayed payments.
8. Advance Payments and Provision of Security
8.1) In case delivery or performance of contract is effected abroad without this having been agreed upon in the contract, or if a considerable deterioration of the Purchaser's financial situation occurs, or if subjectively based doubts arise regarding the Purchaser's ability or willingness to pay, we shall be entitled to demand advance payment or provision of security for our deliveries. If the Customer fails to perform advance payment or provision of security required by us, we shall be entitled to rescind the order without any claims for damages arising for the Customer.
9. Acceptance
9.1) In case the Purchaser or Supplier rejects acceptance or delivery after expiry of the period of grace he / she has been granted, or which he / she has explicitly expressed previously not to accept, we shall be entitled to rescind the contract and / or claim damages for breach of contract. This applies especially if the Purchaser or the supplier suspends payment, or if a petition in bankruptcy or composition procedure is filed or opened.
9.2) In case the acceptance delay lasts for more than one month, the Purchaser shall pay one percent of the order amount without deductions for storage or provision costs.
9.3) Upon statement of higher storage costs we shall be entitled to demand the full amount, and we can also charge a forwarding agent or other third parties with the storage.
9.4) In case of delayed acceptance or delivery, we may claim damages for non-performance amounting to up to 25% of the order volume without discount.
10. Transportation and transfer of risk
10.1) Unless otherwise specified, we shall determine the means and the route of transportation without being responsible for choosing the fastest or least costly option.
10.2) In any case, the risk passes to the Purchaser or the Supplier, when the goods leave our premises.
10.3) We are not obliged to conclude a transport insurance, not even in case of business transactions abroad.
10.4) In case of damage or loss of the goods in transit, the Purchaser or Supplier must cause the carrier to furnish a statement without delay, and shall be entitled to assert his / her and our rights to reduce or eliminate the damage.
11. Reservation of title
11.1) The goods shall remain our property until all existing claims shall have been paid, no matter for which legal reason, until all bills and cheques given to us in terms of payment have been honoured, even if the purchase price for specifically designated claims has been paid.
11.2) In case of current account, the reserved property is used to secure the balance of our claims.
11.3) The Purchaser shall not be entitled to re-sell the goods of which we have reserved the property rights - even the extended property rights - in the course of normal business, or pass it on to third parties for any reason whatsoever, unless we have entered receipt of the payment in question in our accounts.
11.4) He / she shall not pledge or assign by way of security any reserved property.
11.5) If the Purchaser sells goods which are our reserved property, he / she assigns to us herewith and until the redemption of all existing claims, the rights to which he / she is entitled due to the sale versus his / her purchases with all ancillary rights, even including any claims for setting apart and separation. We hereby accept this assignment.
11.6) The Purchaser shall be allowed to collect the claims assigned to us, unless he/she is in default in payment, has ceased payments, or we revoke the authorization of collection for any other due reason. In this case, we shall be entitled to request that the Purchaser informs his / her purchasers about the assignment or that he / she gives us all information and documents which we require as necessary for collection and which are permitted by real property law.
11.7) The Purchaser shall inform us without delay if the reserved goods or the other rights granted to us are to be pledged by third parties, or if another impairment of our rights might be pending.
11.8) For the duration of the reserve of title, the Purchaser shall conclude an insurance to the full amount of the order value, provided that the rights arising from the contract are due to us as Sellers.
11.9) If certain measures are required in the case of export transactions at the place where the goods are located after delivery, to allow the retained reserve or the assignment to take effect, then the Purchaser must inform us accordingly and take such measures at his / her costs.
11.10) If at the place where the goods are located after delivery, reserves of title and/or the other rights mentioned in these AGB are ruled out, then the Purchaser must take all efforts at his / her costs to provide us with security interests in the supplied goods which are as close as possible to these rights.
12. Defects
12.1) We shall remedy essential defects at our discretion by subsequent improvement or by supply of replacement.
12.2) A claim to rescission of the contract or of a reduction of the purchase price shall only exist if subsequent improvement or supply of replacement cannot be performed, according to our decision, or if the appropriate deadline is not adhered to.
12.3) If subsequent improvement or supply of replacement fails, and if warranted properties are lacking, the purchaser shall be entitled to claim a reduction of the remuneration or rescission of the contract.
12.4) Any further claims, especially any claims for damages, are excluded to the extent that this is permitted by law.
12.5) All warranty claims shall be subject to the legal period of prescription of six months, unless anything to the contrary has been agreed.
12.6) HumanOptics AG warrants the goods to be free from defects according to the state of art of the type or item purchased.
12.7) Wear and tear is excluded from the warranty, and shall constitute a defect for which we are not responsible. This applies accordingly to damage due to improper handling not caused by us, especially by modifications or other intervention caused by the purchaser himself / herself or by third parties, or other interventions.
12.8) Any complaints shall only be taken into account if they are made in writing within ten days of receipt of the goods - in case of hidden defects, within ten days of detection -, and if the purchaser of the goods complained about - if we request this - returns them to us on a freight prepaid basis. If the notification of defects proves to be justified, the costs of the least expensive return shall be at our charge.
12.9) There is no warranty obligation for products which are not brand-new.
12.10) The above indemnity against liability shall not apply to the extent that the damage is due to intent or gross negligence. In these cases, our obligation to furnish replacement is limited to foreseeable damage and to material or personal damage to the amount covered by our product liability insurance. We shall be ready to grant the Purchaser the right to inspect our policy on request.
12.11) In the case of products supplied by us, which, however, are not brand-new, the purchaser shall be entitled to assert the warranty claims he / she may have versus us only after having tried in vain in a reasonable fashion to assert these claims out of court directly against our suppliers. To this effect, we shall assign our warranty claims versus the supplier of the external products to the Purchaser on demand.
13. Other claims for damages
13.1) In case of infringement on contractual obligations, we shall only be responsible for intent and gross negligence.
13.2) In this scope, our liability for persons employed in the performance of our obligations shall be limited to the liability for careful selection and any supervision which might be required.
13.3) We shall not be held liable for the replacement of indirect consequential damage.
13.4) Moreover, we shall not be liable for damage which results from the documents filed by the Purchaser or by third parties (drawing, sample etc.).
13.5) The exclusion or the limitation of claims according to the below subsections includes claims versus staff or agents of HumanOptics AG.
14. Information and consultation
14.1) All verbal and written data on the suitability and possibilities of the users of the products shall be given to our best knowledge. However, they only represent empirical values of HumanOptics AG, which are regularly considered as not to be commitments, and thus do not give rise to claims versus HumanOptics AG.
14.2) The purchaser shall not be exempted in particular from verifying himself / herself the suitability of the products for the field of application intended by him / her via his / her own investigations.
15. Place of performance and venue
15.1) The place of performance for deliveries and payments shall be Erlangen. Being the venue for all and any disputes, Erlangen or the next-higher legal instance shall be agreed.
15.2) This applies versus non-merchants to the extent that the Purchaser or Supplier has moved his / her residence or ordinary place of abode after conclusion of the contract out of the scope of validity of the Rules of Civil Procedure, or that his / her residence or ordinary place of abode is not known at the time when our claims are asserted in court. This venue which applies especially for summary proceedings for orders to pay debts, applies also for disputes on the creation and the effectiveness of the contractual relationship.
15.3) Notwithstanding the amount of the object, we shall be entitled to file claim at the Erlangen Local Court. We shall however also be entitled to utilize the Purchaser in the courts at his / her place of business.
15.4) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the uniform Sale of Goods laws (this does not apply to small traders and non-merchants).
16. Collateral agreements or undertakings
16.1) All contractual agreements, including collateral agreements or undertakings on initiation of the contract, shall only be valid if made in writing. Silence on our part shall not be considered as consent in any way.
16.2) If we waive the execution of parts of the contract or the conditions versus the purchaser or other persons, this shall not be considered as a waiver of the other stipulations of these Terms and Conditions or any supplementary contractual stipulations.
17. Validity of the Terms and Conditions
17.1) Our Terms and Conditions submitted hereby, which form the basis of all agreements and offers, shall be considered as accepted by awarding the contract or acceptance of the delivery. They are subject to modifications at any time.
17.2) Any conditions to the contrary are invalid even if we do not oppose them expressly. They shall only be valid if they are acknowledged or amended by us in writing in each individual case.
18. Data storage
18.1) The Purchaser agrees to his / her data relevant for the performance of the contract being stored on our premises taking account of the Data Protection Law.
19. Entry into force and effectiveness
19.1) These General Terms and Conditions shall be valid as from 1st May 2000. They supersede all previous conditions.
19.2) Should individual stipulations be invalid, this shall not affect the validity of the other conditions and stipulations in any
06/2006
1. Applicable Law
1.1) The legal relationships between the Purchaser and HumanOptics AG (reg.: Amtsgericht Fürth (The Local Court of Furth); HR 7714) shall be subject exclusively to German Law and the Terms and Conditions stated hereinafter, which shall in any case have priority over any purchasing conditions, even without our opposing them explicitly, unless expressly stated otherwise in writing.
1.2) In case the Customer is a Merchant and the contract forms part of his / her trade, or is a legal entity under private or public law or a special fund under public law, these shall also apply for all future business relationships, even if not agreed upon again explicitly. In any case, the Terms and Conditions shall be considered as accepted at the latest upon taking delivery of the goods or services.
1.3) HumanOptics AG herewith explicitly rejects any different terms and conditions of Customers or Suppliers, even if HumanOptics AG has not opposed them in individual cases.
1.4) Application of the Uniform Law on International Sales of Goods (EKG) shall be excluded.
2. Conclusion of Contract
2.1) All offers, prices and any other commitments are subject to change and given without obligation, unless explicitly stipulated otherwise.
2.2) Collateral agreements and amendments require our written confirmation.
2.3) Any documents forming part of an offer, such as illustrations, drawings, weights and measures, and other technical data, are considered to be approximately relevant only, unless explicitly stipulated as binding.
3. Copyrights and Rights of Exploitation
3.1) We reserve the unrestricted rights of exploitation in cost estimates, drawings and other documents, subject to our property right and copyrights; they shall not be made available to third parties without our prior written consent. In case an order is not placed, any drawings and any other documents forming part of the offer shall be returned without delay.
3.2) We shall be allowed to make the Purchaser's documents available to such third parties, as to whom we are entitled to transfer the supply or an individual part of the services. There is no right of retention whatsoever for the Customer.
3.3) In case the goods are manufactured and supplied by the Purchaser in a specifically stipulated execution (according to drawings, samples or other specific stipulations), the Purchaser warrants that the specific version does not infringe on any third party rights, in particular patents, utility-model patents or any other industrial property rights and copyrights.
3.4) The Purchaser undertakes to indemnify and hold us harmless against all third party claims resulting from such infringements.
4. Changes of Design and Shape, and Protective Devices
4.1) In the interest of technical and medical progress we reserve the right to make changes of design and shape until the date of delivery.
4.2) In case of missing or defective delivery, the Customer shall be obliged to demand rework with reference to applicable German law within ten days after receipt; otherwise the goods or services shall be considered as taken over and / or fully accepted under the sole responsibility of the Customer.
5. Delivery Periods
5.1) Compliance with stipulated delivery periods requires timely receipt of all documents to be supplied by the Customer, of required permissions and releases, compliance with the terms of payment agreed upon and other obligations.
5.2) The delivery date shall be considered as having been complied with when the goods have left our works or after notification of their readiness for shipment.
5.3) If a delivery date is exceeded with our being at fault, the Purchaser may rescind the contract after having granted us a reasonable period of grace of 14 working days, and after that period has elapsed without any results.
5.4) The Purchaser's claims for damages require expiry of the grace period due to our intent or gross negligence. They shall be limited to the value of the delayed delivery.
5.5) Reasons and events beyond our control that impede, considerably aggravate or delay the delivery shall discharge us from our obligation of delivery.
5.6) Claims for damages due to delayed delivery or to termination of delivery shall be excluded as far as permitted by law.
5.7) Partial deliveries shall be admissible if based on important grounds and if deemed reasonable for the Customer. However, partial deliveries to HumanOptics AG shall not be accepted on principle, and entitle to rescission of the contract.
5.8) Reasons or events beyond the control of HumanOptics AG, that make delivery impossible or unreasonably impede delivery, discharge HumanOptics AG from their obligation to deliver for the duration of the impediment and a reasonable start-up time or lead time, even if these reasons or events occur at an upstream supplier's. In case the delivery time is extended or if HumanOptics AG is discharged from their obligations, the Customer cannot derive therefrom the right to claims for damages.
6. Pricing
6.1) Pricing shall be performed in accordance with the prices valid on delivery day. Our prices are understood without packing, in EURO € currency, ex Works Erlangen plus VAT.
6.2) Transportation risk insurance and overheads shall be borne by the Purchaser, unless stipulated otherwise. 6.3) In case payment for a partial delivery or partial service is delayed, we shall be entitled to suspend further execution of the order according to our reasonably exercised discretion, without the Purchaser being entitled to claim compensation or damages.
7. Payment
7.1) Unless stipulated otherwise, our invoices shall be honoured net in advance or, at the latest, within 10 days after the invoice date.
7.2) All payments shall be effected free of expense for us. Payments are used in the first place to cover costs and interest, and then for payment of the oldest invoice.
7.3) In case the time allowed for net payment has elapsed and the Purchaser does not even pay upon notice by creditor, then we shall be entitled to demand interest amounting to 5% plus the corresponding discount rate of the Deutsche Bundesbank, calculated from the date of receipt of the first notice by creditor.
7.4) Acceptance of bills of exchange or cheques requires a specific agreement, and these are only accepted subject to redemption and only on account of performance.
7.5) Discount and collection costs shall be charged to the Purchaser.
7.6) Our right to claim damages due to default or delayed receipt of payment shall remain unaffected.
7.7) The Customer shall be entitled to setoff only if the counterclaim of HumanOptics AG is uncontested or recognised by declaratory judgement.
7.8) Complaints by our Customers do not justify delayed payments.
8. Advance Payments and Provision of Security
8.1) In case delivery or performance of contract is effected abroad without this having been agreed upon in the contract, or if a considerable deterioration of the Purchaser's financial situation occurs, or if subjectively based doubts arise regarding the Purchaser's ability or willingness to pay, we shall be entitled to demand advance payment or provision of security for our deliveries. If the Customer fails to perform advance payment or provision of security required by us, we shall be entitled to rescind the order without any claims for damages arising for the Customer.
9. Acceptance
9.1) In case the Purchaser or Supplier rejects acceptance or delivery after expiry of the period of grace he / she has been granted, or which he / she has explicitly expressed previously not to accept, we shall be entitled to rescind the contract and / or claim damages for breach of contract. This applies especially if the Purchaser or the supplier suspends payment, or if a petition in bankruptcy or composition procedure is filed or opened.
9.2) In case the acceptance delay lasts for more than one month, the Purchaser shall pay one percent of the order amount without deductions for storage or provision costs.
9.3) Upon statement of higher storage costs we shall be entitled to demand the full amount, and we can also charge a forwarding agent or other third parties with the storage.
9.4) In case of delayed acceptance or delivery, we may claim damages for non-performance amounting to up to 25% of the order volume without discount.
10. Transportation and transfer of risk
10.1) Unless otherwise specified, we shall determine the means and the route of transportation without being responsible for choosing the fastest or least costly option.
10.2) In any case, the risk passes to the Purchaser or the Supplier, when the goods leave our premises.
10.3) We are not obliged to conclude a transport insurance, not even in case of business transactions abroad.
10.4) In case of damage or loss of the goods in transit, the Purchaser or Supplier must cause the carrier to furnish a statement without delay, and shall be entitled to assert his / her and our rights to reduce or eliminate the damage.
11. Reservation of title
11.1) The goods shall remain our property until all existing claims shall have been paid, no matter for which legal reason, until all bills and cheques given to us in terms of payment have been honoured, even if the purchase price for specifically designated claims has been paid.
11.2) In case of current account, the reserved property is used to secure the balance of our claims.
11.3) The Purchaser shall not be entitled to re-sell the goods of which we have reserved the property rights - even the extended property rights - in the course of normal business, or pass it on to third parties for any reason whatsoever, unless we have entered receipt of the payment in question in our accounts.
11.4) He / she shall not pledge or assign by way of security any reserved property.
11.5) If the Purchaser sells goods which are our reserved property, he / she assigns to us herewith and until the redemption of all existing claims, the rights to which he / she is entitled due to the sale versus his / her purchases with all ancillary rights, even including any claims for setting apart and separation. We hereby accept this assignment.
11.6) The Purchaser shall be allowed to collect the claims assigned to us, unless he/she is in default in payment, has ceased payments, or we revoke the authorization of collection for any other due reason. In this case, we shall be entitled to request that the Purchaser informs his / her purchasers about the assignment or that he / she gives us all information and documents which we require as necessary for collection and which are permitted by real property law.
11.7) The Purchaser shall inform us without delay if the reserved goods or the other rights granted to us are to be pledged by third parties, or if another impairment of our rights might be pending.
11.8) For the duration of the reserve of title, the Purchaser shall conclude an insurance to the full amount of the order value, provided that the rights arising from the contract are due to us as Sellers.
11.9) If certain measures are required in the case of export transactions at the place where the goods are located after delivery, to allow the retained reserve or the assignment to take effect, then the Purchaser must inform us accordingly and take such measures at his / her costs.
11.10) If at the place where the goods are located after delivery, reserves of title and/or the other rights mentioned in these AGB are ruled out, then the Purchaser must take all efforts at his / her costs to provide us with security interests in the supplied goods which are as close as possible to these rights.
12. Defects
12.1) We shall remedy essential defects at our discretion by subsequent improvement or by supply of replacement.
12.2) A claim to rescission of the contract or of a reduction of the purchase price shall only exist if subsequent improvement or supply of replacement cannot be performed, according to our decision, or if the appropriate deadline is not adhered to.
12.3) If subsequent improvement or supply of replacement fails, and if warranted properties are lacking, the purchaser shall be entitled to claim a reduction of the remuneration or rescission of the contract.
12.4) Any further claims, especially any claims for damages, are excluded to the extent that this is permitted by law.
12.5) All warranty claims shall be subject to the legal period of prescription of six months, unless anything to the contrary has been agreed.
12.6) HumanOptics AG warrants the goods to be free from defects according to the state of art of the type or item purchased.
12.7) Wear and tear is excluded from the warranty, and shall constitute a defect for which we are not responsible. This applies accordingly to damage due to improper handling not caused by us, especially by modifications or other intervention caused by the purchaser himself / herself or by third parties, or other interventions.
12.8) Any complaints shall only be taken into account if they are made in writing within ten days of receipt of the goods - in case of hidden defects, within ten days of detection -, and if the purchaser of the goods complained about - if we request this - returns them to us on a freight prepaid basis. If the notification of defects proves to be justified, the costs of the least expensive return shall be at our charge.
12.9) There is no warranty obligation for products which are not brand-new.
12.10) The above indemnity against liability shall not apply to the extent that the damage is due to intent or gross negligence. In these cases, our obligation to furnish replacement is limited to foreseeable damage and to material or personal damage to the amount covered by our product liability insurance. We shall be ready to grant the Purchaser the right to inspect our policy on request.
12.11) In the case of products supplied by us, which, however, are not brand-new, the purchaser shall be entitled to assert the warranty claims he / she may have versus us only after having tried in vain in a reasonable fashion to assert these claims out of court directly against our suppliers. To this effect, we shall assign our warranty claims versus the supplier of the external products to the Purchaser on demand.
13. Other claims for damages
13.1) In case of infringement on contractual obligations, we shall only be responsible for intent and gross negligence.
13.2) In this scope, our liability for persons employed in the performance of our obligations shall be limited to the liability for careful selection and any supervision which might be required.
13.3) We shall not be held liable for the replacement of indirect consequential damage.
13.4) Moreover, we shall not be liable for damage which results from the documents filed by the Purchaser or by third parties (drawing, sample etc.).
13.5) The exclusion or the limitation of claims according to the below subsections includes claims versus staff or agents of HumanOptics AG.
14. Information and consultation
14.1) All verbal and written data on the suitability and possibilities of the users of the products shall be given to our best knowledge. However, they only represent empirical values of HumanOptics AG, which are regularly considered as not to be commitments, and thus do not give rise to claims versus HumanOptics AG.
14.2) The purchaser shall not be exempted in particular from verifying himself / herself the suitability of the products for the field of application intended by him / her via his / her own investigations.
15. Place of performance and venue
15.1) The place of performance for deliveries and payments shall be Erlangen. Being the venue for all and any disputes, Erlangen or the next-higher legal instance shall be agreed.
15.2) This applies versus non-merchants to the extent that the Purchaser or Supplier has moved his / her residence or ordinary place of abode after conclusion of the contract out of the scope of validity of the Rules of Civil Procedure, or that his / her residence or ordinary place of abode is not known at the time when our claims are asserted in court. This venue which applies especially for summary proceedings for orders to pay debts, applies also for disputes on the creation and the effectiveness of the contractual relationship.
15.3) Notwithstanding the amount of the object, we shall be entitled to file claim at the Erlangen Local Court. We shall however also be entitled to utilize the Purchaser in the courts at his / her place of business.
15.4) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the uniform Sale of Goods laws (this does not apply to small traders and non-merchants).
16. Collateral agreements or undertakings
16.1) All contractual agreements, including collateral agreements or undertakings on initiation of the contract, shall only be valid if made in writing. Silence on our part shall not be considered as consent in any way.
16.2) If we waive the execution of parts of the contract or the conditions versus the purchaser or other persons, this shall not be considered as a waiver of the other stipulations of these Terms and Conditions or any supplementary contractual stipulations.
17. Validity of the Terms and Conditions
17.1) Our Terms and Conditions submitted hereby, which form the basis of all agreements and offers, shall be considered as accepted by awarding the contract or acceptance of the delivery. They are subject to modifications at any time.
17.2) Any conditions to the contrary are invalid even if we do not oppose them expressly. They shall only be valid if they are acknowledged or amended by us in writing in each individual case.
18. Data storage
18.1) The Purchaser agrees to his / her data relevant for the performance of the contract being stored on our premises taking account of the Data Protection Law.
19. Entry into force and effectiveness
19.1) These General Terms and Conditions shall be valid as from 1st May 2000. They supersede all previous conditions.
19.2) Should individual stipulations be invalid, this shall not affect the validity of the other conditions and stipulations in any
06/2006
