more information and products
is available on www.est-kl.com
Products in shopping cart:
No products in the shopping cart.
Select language
Visit us at the following events:
Conditions of business
§1 General Provisions
(1) EST Engineering Systems Technologies GmbH & Co. KG, in following named as EST, operates exclusively on the basis of these General Terms and Conditions.
(2) Any agreements to be made an alteration, amendment or substantiation of these conditions of contract as well as specific arrangements and provisions shall be put down in writing. Should they be declared by representatives or agents of EST, they shall only be binding if EST has given its consent in writing.
(3) This Agreement as well as the individual supplementary agreements shall be exclusively subject to the law of the Federal Republic of Germany. The UN Right of Purchase is not valid in any case.
(4) If the buyer is a businessman in the meaning of the German Commerce Codebook or a corporation under public law or if he has no general place of jurisdiction in Germany, Kaiserslautern (Germany) shall be place of jurisdiction for any and all disputes arising out of the execution of the contractual relationship between EST and buyer.
§ 2 Data Protection
The buyer has been informed on the scope, place and purpose of the collection, processing and use of the personal data necessary for the execution of orders. He consents to a possible collection, processing and use of personal data.
§ 3 Prices
ESTs prices are common prices. EST reserves the right to adapt prices if currency fluctuations between EUR and USD of more than 10 percent occur. Deliveries and services shall be carried out at the prices and under the terms and conditions of ESTs written orderconfirmation. The prices stated in it shall be binding. The VAT valid at the point in time of billing shall be added, if applicable. Unless otherwise agreed, payments shall be due within 14 days upon date of invoice without any deductions. EST shall be entitled to charge to a businessman businessman in the meaning of the German Commerce Codebook or a corporation under public law an interest to the amount of 5% above the relevant valid base rate of the German Central Bank when payment becomes due, otherwise in the event of a default of payment.
§ 4 Delivery Deadlines
The delivery deadlines stated in the confirmation of order are approximate deadlines. Should EST fall behind with delivery, EST only accepts liability for the damage that has been caused to the buyer on account of the delay if the delay is the result of a violation of material contractual obligations or of malice aforethought or gross negligence. Deliveries will only be carried out by EST under the provision that EST itself is correctly supplied in time and is itself not responsible for the non-availability of the goods. The buyer may claim damages as a result of non-performance, even after a time limit including threat of rejection has been fixed, only if the delay is to be attributed to malice aforethought or gross negligence or, in the event of slight negligence, to a violation of material contractual obligations. In the event of delays of delivery caused by acts of God or similar circumstances not in responsability of EST, EST shall be entitled to make up for the delivery after the reason for non-delivery has ceased to be. Both Parties, however, may rescind an agreement that has been concluded wholly or in part if one of the aforementioned events results in a delay of the delivery of more than six months after the agreed deadline. Further claims of the parties to the agreement shall be excluded. EST shall be entitled to carry out partial deliveries. If the buyer terminates for a reason that is not attributable to EST, the buyer shall be obligated to pay either a lump sum to the amount of 15% of the base price shown for the relevant product or the damage that is actually caused, upon request of EST. The buyer shall be entitled to show proof of the fact that EST has suffered a loss smaller than the one that has been claimed. The buyer may only exercise a right of retention on account of counterclaims that are based on the same contractual relationship. In the event of an ongoing business relationship, each individual order shall be deemed a separate contractual relationship. Offsetting against claims of EST shall only be admissible on the basis of uncontested claims or claims that have gained legal validity status.
§ 5 Passing of Risk
The risk shall pass to the buyer upon reception of the goods.
§ 6 Reservation of Ownership
All deliveries of EST are carried out under reservation of ownership. If the buyer is a businessman in the meaning of the German Commerce Codebook or a corporation under public law, ownership of the goods and rights that have been delivered ("reserved goods") shall only pass on to the buyer upon receipt of all payments from the ongoing business relationship. The buyer shall not be entitled to pledge or to use as a collateral or to process or transform the reserved goods before transfer of ownership. Buyer shall be responsible to keep the condition of the delivered goods in the condition they have been received and to vouch for all damages, changes in quality and loss of the reserved goods. It is at buyers obligation to pass notice of any risk of ownership towards the reserved goods to EST. If maintenance and inspection works are necessary, the buyer shall carry them out at his own expense at regular intervals. During the term of reservation of ownership, the buyer undertakes to ensure the reserved goods adequately against sinking or damaging through fire, water, burglary or theft in particular at his own expense and to allow them to examine the insurance policy upon request. The buyer assigns his insurance claims in this connection even now. EST accepts this assignment and undertakes to reassign the claims to the buyer provided that the reassignment shall become effective when and as soon as reservation of ownership has expired.
§ 7 Warranty
EST shall warrant within the framework of the warranty regulations of the relevant manufacturer of the delivered products. If the goods are defective, EST shall be entitled to repair or exchange the product (subsequent performance). Exchanged parts shall become the property of EST without compensation. The buyer shall notify obvious defects immediately, latest within 14 days after reception, in writing; otherwise an assertion of the warranty claims shall be excluded. When subsequent performance has failed twice, the buyer shall always be entitled to claim a cut in remuneration (reduction) or rescission of the agreement (withdrawal) at his option. If the buyer decides to rescind the agreement after subsequent performance has failed, he shall not be entitled to further damage claims on account of the defect. As far as insignificant defects are concerned, the right to subsequent performance as well as rescission shall be excluded. The buyer s warranty rights shall cease to be applicable insofar as a defect is based on the fact that the buyer or a third party has altered products, used products improperly or repaired products without the consent of EST or if products have not been installed, serviced and maintained in accordance with the guidelines of EST and/or the manufacturer. Only the manufacturer's product description is agreed as definition for the quality of the goods as a matter of principle. Statements made in public, recommendations or advertisements of the manufacturer shall not present a description of the quality of the goods according to agreement at the same time. The warranty period shall be 12 months upon delivery of the goods, as long as legally no other jurisdication has to be enforced.
§ 8 Claims for Damages
EST shall accept unlimited liability for damage that has been caused through wilful acts or acts of gross negligence. EST also accepts liability for a non-accidental violation of material contractual obligations. In such a case, damages shall be restricted to damage that is typical of the agreement and to foreseeable damage. EST does not accept liability for the recovery of data unless EST has caused their destruction by acts of gross negligence or wilful acts and the buyer has ensured that this data can be recovered on the basis of data material that is kept ready in machine-readable form with a reasonable effort. As for the rest, liability on the part of EST shall be excluded. The above mentioned exclusion shall also apply to employees and agents of EST. Possible claims for damages shall come under the statute of limitations within 12 months upon delivery of the goods.
§ 9 Software
The buyer is granted a non-exclusive right to use EST software as well as third party software delivered by EST and the relevant associated documentations and subsequent alterations for personal purposes or within the framework of his business operation or on a single computer system. All further rights in the software and the documentations including copies and subsequent alterations shall remain with EST and/or the software supplier. A granting of sub-licences shall not be admissible. The buyer shall ensure that this software and these documentations are not made available to third parties without the previous written consent of EST and / or manufacturer. Copies may only be made according to valid law and according to the specifications of EST and / or manufacturer. The leasing of source-codes shall require a special written agreement. Unless otherwise agreed, the right of use shall be deemed granted upon confirmation of order and delivery of software, documentations and subsequent alterations respectively.
§ 10 Copyrights
It is buyers obligation to strictly pay attention to licenceright, copyright, patentright and similar. This applies also to his staff, agents and others
§ 11 Export Regulations
In the event of an exportation of products, the Buyer undertakes to comply with the German and American and other applicable (re-) export regulations and to inform his buyers that the above-mentioned export and/or import regulations will apply in the event of a (re-) export.
§ 12 Partial Invalidity
Should individual provisions be completely or partially invalid, the remaining provisions shall remain unaffected thereof. Invalid provisions shall be replaced by provisions that come as close as possible to the economic purpose of the Agreement while safeguarding the Parties' mutual interests to a reasonable extent.
EST Engineering Systems Technologies GmbH & KG
version as of 12/2004
(1) EST Engineering Systems Technologies GmbH & Co. KG, in following named as EST, operates exclusively on the basis of these General Terms and Conditions.
(2) Any agreements to be made an alteration, amendment or substantiation of these conditions of contract as well as specific arrangements and provisions shall be put down in writing. Should they be declared by representatives or agents of EST, they shall only be binding if EST has given its consent in writing.
(3) This Agreement as well as the individual supplementary agreements shall be exclusively subject to the law of the Federal Republic of Germany. The UN Right of Purchase is not valid in any case.
(4) If the buyer is a businessman in the meaning of the German Commerce Codebook or a corporation under public law or if he has no general place of jurisdiction in Germany, Kaiserslautern (Germany) shall be place of jurisdiction for any and all disputes arising out of the execution of the contractual relationship between EST and buyer.
§ 2 Data Protection
The buyer has been informed on the scope, place and purpose of the collection, processing and use of the personal data necessary for the execution of orders. He consents to a possible collection, processing and use of personal data.
§ 3 Prices
ESTs prices are common prices. EST reserves the right to adapt prices if currency fluctuations between EUR and USD of more than 10 percent occur. Deliveries and services shall be carried out at the prices and under the terms and conditions of ESTs written orderconfirmation. The prices stated in it shall be binding. The VAT valid at the point in time of billing shall be added, if applicable. Unless otherwise agreed, payments shall be due within 14 days upon date of invoice without any deductions. EST shall be entitled to charge to a businessman businessman in the meaning of the German Commerce Codebook or a corporation under public law an interest to the amount of 5% above the relevant valid base rate of the German Central Bank when payment becomes due, otherwise in the event of a default of payment.
§ 4 Delivery Deadlines
The delivery deadlines stated in the confirmation of order are approximate deadlines. Should EST fall behind with delivery, EST only accepts liability for the damage that has been caused to the buyer on account of the delay if the delay is the result of a violation of material contractual obligations or of malice aforethought or gross negligence. Deliveries will only be carried out by EST under the provision that EST itself is correctly supplied in time and is itself not responsible for the non-availability of the goods. The buyer may claim damages as a result of non-performance, even after a time limit including threat of rejection has been fixed, only if the delay is to be attributed to malice aforethought or gross negligence or, in the event of slight negligence, to a violation of material contractual obligations. In the event of delays of delivery caused by acts of God or similar circumstances not in responsability of EST, EST shall be entitled to make up for the delivery after the reason for non-delivery has ceased to be. Both Parties, however, may rescind an agreement that has been concluded wholly or in part if one of the aforementioned events results in a delay of the delivery of more than six months after the agreed deadline. Further claims of the parties to the agreement shall be excluded. EST shall be entitled to carry out partial deliveries. If the buyer terminates for a reason that is not attributable to EST, the buyer shall be obligated to pay either a lump sum to the amount of 15% of the base price shown for the relevant product or the damage that is actually caused, upon request of EST. The buyer shall be entitled to show proof of the fact that EST has suffered a loss smaller than the one that has been claimed. The buyer may only exercise a right of retention on account of counterclaims that are based on the same contractual relationship. In the event of an ongoing business relationship, each individual order shall be deemed a separate contractual relationship. Offsetting against claims of EST shall only be admissible on the basis of uncontested claims or claims that have gained legal validity status.
§ 5 Passing of Risk
The risk shall pass to the buyer upon reception of the goods.
§ 6 Reservation of Ownership
All deliveries of EST are carried out under reservation of ownership. If the buyer is a businessman in the meaning of the German Commerce Codebook or a corporation under public law, ownership of the goods and rights that have been delivered ("reserved goods") shall only pass on to the buyer upon receipt of all payments from the ongoing business relationship. The buyer shall not be entitled to pledge or to use as a collateral or to process or transform the reserved goods before transfer of ownership. Buyer shall be responsible to keep the condition of the delivered goods in the condition they have been received and to vouch for all damages, changes in quality and loss of the reserved goods. It is at buyers obligation to pass notice of any risk of ownership towards the reserved goods to EST. If maintenance and inspection works are necessary, the buyer shall carry them out at his own expense at regular intervals. During the term of reservation of ownership, the buyer undertakes to ensure the reserved goods adequately against sinking or damaging through fire, water, burglary or theft in particular at his own expense and to allow them to examine the insurance policy upon request. The buyer assigns his insurance claims in this connection even now. EST accepts this assignment and undertakes to reassign the claims to the buyer provided that the reassignment shall become effective when and as soon as reservation of ownership has expired.
§ 7 Warranty
EST shall warrant within the framework of the warranty regulations of the relevant manufacturer of the delivered products. If the goods are defective, EST shall be entitled to repair or exchange the product (subsequent performance). Exchanged parts shall become the property of EST without compensation. The buyer shall notify obvious defects immediately, latest within 14 days after reception, in writing; otherwise an assertion of the warranty claims shall be excluded. When subsequent performance has failed twice, the buyer shall always be entitled to claim a cut in remuneration (reduction) or rescission of the agreement (withdrawal) at his option. If the buyer decides to rescind the agreement after subsequent performance has failed, he shall not be entitled to further damage claims on account of the defect. As far as insignificant defects are concerned, the right to subsequent performance as well as rescission shall be excluded. The buyer s warranty rights shall cease to be applicable insofar as a defect is based on the fact that the buyer or a third party has altered products, used products improperly or repaired products without the consent of EST or if products have not been installed, serviced and maintained in accordance with the guidelines of EST and/or the manufacturer. Only the manufacturer's product description is agreed as definition for the quality of the goods as a matter of principle. Statements made in public, recommendations or advertisements of the manufacturer shall not present a description of the quality of the goods according to agreement at the same time. The warranty period shall be 12 months upon delivery of the goods, as long as legally no other jurisdication has to be enforced.
§ 8 Claims for Damages
EST shall accept unlimited liability for damage that has been caused through wilful acts or acts of gross negligence. EST also accepts liability for a non-accidental violation of material contractual obligations. In such a case, damages shall be restricted to damage that is typical of the agreement and to foreseeable damage. EST does not accept liability for the recovery of data unless EST has caused their destruction by acts of gross negligence or wilful acts and the buyer has ensured that this data can be recovered on the basis of data material that is kept ready in machine-readable form with a reasonable effort. As for the rest, liability on the part of EST shall be excluded. The above mentioned exclusion shall also apply to employees and agents of EST. Possible claims for damages shall come under the statute of limitations within 12 months upon delivery of the goods.
§ 9 Software
The buyer is granted a non-exclusive right to use EST software as well as third party software delivered by EST and the relevant associated documentations and subsequent alterations for personal purposes or within the framework of his business operation or on a single computer system. All further rights in the software and the documentations including copies and subsequent alterations shall remain with EST and/or the software supplier. A granting of sub-licences shall not be admissible. The buyer shall ensure that this software and these documentations are not made available to third parties without the previous written consent of EST and / or manufacturer. Copies may only be made according to valid law and according to the specifications of EST and / or manufacturer. The leasing of source-codes shall require a special written agreement. Unless otherwise agreed, the right of use shall be deemed granted upon confirmation of order and delivery of software, documentations and subsequent alterations respectively.
§ 10 Copyrights
It is buyers obligation to strictly pay attention to licenceright, copyright, patentright and similar. This applies also to his staff, agents and others
§ 11 Export Regulations
In the event of an exportation of products, the Buyer undertakes to comply with the German and American and other applicable (re-) export regulations and to inform his buyers that the above-mentioned export and/or import regulations will apply in the event of a (re-) export.
§ 12 Partial Invalidity
Should individual provisions be completely or partially invalid, the remaining provisions shall remain unaffected thereof. Invalid provisions shall be replaced by provisions that come as close as possible to the economic purpose of the Agreement while safeguarding the Parties' mutual interests to a reasonable extent.
EST Engineering Systems Technologies GmbH & KG
version as of 12/2004