General Terms and Conditions

of C&L GmbH, Hallesche Straße 4, 14612 Falkensee:




Article I - General provisions

1. the legal relationship between the supplier and the customer in connection with the supplier's deliveries and/or services (hereinafter referred to as "deliveries") shall be governed exclusively by the following terms and conditions. The Purchaser's general terms and conditions shall only apply insofar as the Supplier has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations. Acceptance of the goods shall be deemed acceptance of these terms and conditions.

2. these terms and conditions shall also apply to subsequent transactions without the need for an express agreement.

3. this offer is aimed exclusively at companies, freelancers and public institutions for use in their independent, professional or commercial activities. No private end consumers are supplied.

4. the acceptance of an order is effected by issuing an order confirmation or by dispatching the goods.

5. the supplier reserves its unrestricted property and copyright exploitation rights to offers, cost estimates, drawings and other documents (hereinafter referred to as "documents"). The Documents may only be made accessible to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. Sentences 1 and 2 shall apply accordingly to the Purchaser's documents; however, these may be made accessible to third parties to whom the Supplier has legitimately transferred deliveries.

6. the purchaser has the non-exclusive right to use standard software and firmware with the agreed performance                features in unchanged form on the agreed devices. The customer may make a backup copy of the standard software      without express agreement.

7. partial deliveries are permissible insofar as they are reasonable for the customer.

8. the term "claims for damages" in these terms and conditions also includes claims for reimbursement of futile                    expenses.


Article II - Prices, terms of payment and offsetting

1. prices are quoted in euros ex warehouse excluding packaging and freight costs plus the applicable statutory value    added tax, unless expressly agreed otherwise in writing. If there is a significant increase in manufacturer's prices, wages, freight charges, taxes or              public levies before the execution of the accepted order, we reserve the right to agree an appropriate price change with the customer.

2. if the supplier has taken over the installation or assembly and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travelling and transport costs as well as allowances in addition to the agreed remuneration.

3. payments are to be made free Supplier's paying agent. Any cash discount deduction is only permissible if this is expressly noted on the invoice and if the relevant deadline is met.

4. Irrespective of the value of the goods, we charge a shipping fee of € 8.90 per order plus VAT.

5. the customer may only offset claims that are undisputed or have been legally established.


Article III - Retention of title

1. the items of the deliveries (goods subject to retention of title) shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser arising from the business relationship have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier shall be entitled to choose between different security interests for the release.

2. during the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from his customer or makes the reservation that ownership is only transferred to the customer when the customer has fulfilled his payment obligations.

3. if the purchaser resells goods subject to retention of title, he hereby assigns to the supplier his future claims from the resale against his customers with all ancillary rights - including any balance claims - by way of security, without the need for further special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the Purchaser shall assign to the Supplier that part of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by the Supplier.

4. a) The purchaser is authorised to process the reserved goods or to mix or combine them with other items. The processing is carried out for the supplier. The Purchaser shall store the resulting new item for the Supplier with the care of a prudent businessman. The new  item is deemed to be reserved goods.

    b) The Supplier and the Purchaser hereby agree that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the other goods at the time of combination or mixing. In this respect, the new item is deemed to be reserved goods.
    c) The provision on the assignment of claims under No. 3 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by the Supplier.

    d) If the Purchaser combines the goods subject to retention of title with real estate or movable property, it shall also assign to the Supplier, without the need for further special declarations, its claim to which it is entitled as remuneration for the combination, together with all ancillary rights, by way of security in the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of combination.

5. until revocation, the purchaser is authorised to collect assigned claims from the resale. In the event of good cause, in particular default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of overindebtedness or imminent insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser's authorisation to collect. In addition, the Supplier may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, realise the assigned claims and demand disclosure of the assignment by way of security by the Purchaser to the Customer.

6. in the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform the supplier immediately. If a legitimate interest is substantiated, the Purchaser shall immediately provide the Supplier with the information required to  assert its rights against the customer and hand over the necessary documents.

7. in the event of breaches of duty by the customer, in particular default of payment, the supplier shall be entitled, after the unsuccessful expiry of a reasonable deadline set for the customer to perform, to withdraw from the contract in addition to taking back the goods; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The purchaser is obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the reserved goods by the Supplier shall not constitute a cancellation of the contract, unless the Supplier has expressly declared this.


Article IV - Time limits for deliveries; delay

1. compliance with deadlines for deliveries is subject to the timely receipt of all documents, necessary authorisations and approvals, in particular of plans, to be supplied by the Purchaser, as well as compliance with the agreed terms of payment and other obligations by the Purchaser. If these conditions are not fulfilled in good time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.

2. if non-compliance with the deadlines is due to
        a) force majeure, e.g. mobilisation, war, acts of terrorism, riots, or similar events (e.g. strike, lockout, breakdown of              production facilities, lack of material and transport)
        b) virus and other attacks by third parties on the Supplier's IT system, insofar as these occur despite compliance                with the usual care in protective measures,
        c) obstacles due to German, US-American and other applicable national, EU or international regulations of foreign              trade law or due to other circumstances for which the supplier is not responsible, or
        d) late or improper delivery to the Supplier, the deadlines shall be extended accordingly.

3. If the Supplier is in delay, the Purchaser may - provided that it can credibly demonstrate that it has suffered a loss therefrom - claim compensation for each completed week of delay of 0.5 %, but in no case more than a total of 5 % of the price of that part of the Supplies which, owing to the delay, could not be put to the intended use.

4. Both claims for damages by the Purchaser due to delay in delivery and claims for damages in lieu of performance exceeding the limits specified in No. 3 shall be excluded in all cases of delayed delivery, even after expiry of any time limit set to the Supplier for delivery. This shall not apply if liability is mandatory in cases of intent, gross negligence or injury to life, limb or health. The Purchaser may only withdraw from the contract within the framework of the statutory provisions if the Supplier is responsible for the delay in delivery. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.

5. the purchaser is obliged, at the request of the supplier, to declare within a reasonable period of time whether he is cancelling the contract due to the delay in delivery or insisting on delivery.

6. if dispatch or delivery is delayed at the request of the customer by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5 % of the price of the items of the deliveries for each additional month or part thereof, but not more than a total of 5 %. The contracting parties are at liberty to prove higher or lower storage costs.


Article V - Transfer of risk

1. the risk shall pass to the customer as follows, even in the case of carriage paid delivery

a) in the case of delivery without installation or assembly, when it has been dispatched or collected. At the request and expense of the Purchaser, the Supplier shall insure the delivery against the usual transport risks;

b) in the case of delivery with installation or assembly, on the day of acceptance at the customer's own premises or, if agreed, after successful trial operation.

2. if dispatch, delivery, the start or performance of assembly or erection, the taking over in the Purchaser's own works or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser is in default of acceptance for any other reason, the risk shall pass to the Purchaser.


Article VI - Acceptance

The customer may not refuse to accept deliveries due to minor defects.


Article VII - Defects

The Supplier shall be liable for material defects as follows:

1. all those parts or services shall, at the Supplier's discretion, be repaired, redelivered or provided again free of charge which show a material defect, with the exception of consumables and wearing parts (such as cassettes/foils, X-ray protective clothing, etc.), provided that its cause already existed at the time of the transfer of risk. Defective items must be returned to us (bring-in).

2. claims for subsequent fulfilment expire twelve months after the statutory limitation period begins; the same applies to withdrawal and reduction. This period shall not apply insofar as the law prescribes longer periods in accordance with §§ 438 Para. 1 No. 2 BGB, 479 Para. 1 BGB (right of recourse) and 634a Para. 1 No. 2 BGB in the case of intent, fraudulent concealment of the defect and non-compliance with a quality guarantee. The statutory provisions on suspension of expiry, suspension and recommencement of the time limits shall remain unaffected.

3. notices of defects by the customer must be made in writing without delay.

4. in the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted, the justification of which is beyond doubt. The customer shall have no right of retention if his claims for defects are time-barred. If the notice of defects is unjustified, the Supplier shall be entitled to demand compensation from the Purchaser for the expenses incurred by it. 5.

5. the supplier shall be granted the opportunity for subsequent fulfilment within a reasonable period of time.

6. if the subsequent fulfilment fails, the customer may - without prejudice to any claims for damages in accordance with No. 10 - withdraw from the contract or reduce the remuneration.

7. claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or due to special external influences which are not assumed under the contract, or in the event of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.

8. claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the customer's branch office, unless the transfer corresponds to its intended use.

9. the Purchaser's right of recourse against the Supplier pursuant to § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the Purchaser has not made any agreements with its customer that go beyond the statutory claims for defects. Furthermore, No. 8  shall apply accordingly to the scope of the right of recourse of the Purchaser against the Supplier pursuant to Section 478 (2) BGB.

10. claims for damages by the purchaser due to a material defect are excluded. This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a guarantee of quality, injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Further claims or claims other than those regulated in this Art. VIII due to a material defect are excluded.


Article VIII - Industrial property rights and copyrights; defects of title

1. unless otherwise agreed, the supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the period stipulated in Art. VIII No. 2 as follows:

a) The Supplier shall, at its option and expense, either obtain a right of use for the Supplies concerned, modify them such that the IPR is not infringed or replace them. If this is not possible for the Supplier under reasonable conditions, the Customer shall be entitled to the statutory rights of withdrawal or reduction.

b) The Supplier's obligation to pay damages shall be governed by Art. XI.       

c) The aforementioned obligations of the Supplier shall only apply if the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement  negotiations to the Supplier's discretion. If the Purchaser ceases to use the Supplies in order to minimize the damage or for other good cause, it shall be obliged to point out to the third party that such cessation of use does not constitute an acknowledgement of an infringement of an IPR.

2. claims of the customer are excluded insofar as he is responsible for the infringement of property rights.

3. claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer or used together with products not supplied by the supplier.

4. in the event of infringements of property rights, the provisions of Art. VIII No. 4, 5 and 9 shall apply accordingly.

5. in the event of other defects of title, the provisions of Art. VIII shall apply accordingly.

6. further claims or claims other than those regulated in this Art. IX against the Supplier and its vicarious agents due to        a defect of title are excluded.


Article IX Impossibility of Performance; Adjustment of Contract

1. if delivery is impossible, the customer shall be entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the Purchaser's claim for damages shall be limited to 10 % of the value of that part of the Supplies which, owing to the                impossibility, cannot be put to the intended use. This limitation shall not apply in cases of liability based on intent, gross negligence or injury to life, body or health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The right of the          customer to withdraw from the contract remains unaffected.

2. if events within the meaning of Art. IV No. 2 a) to d) significantly change the economic significance or the content of the delivery or have a significant effect on the supplier's business, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. The same shall apply if necessary export licenses are not granted or cannot be used. If the Supplier wishes to exercise this right of withdrawal, it must inform the Buyer immediately after realizing the consequences of the event, even if an extension of the delivery period was initially agreed with the Buyer.


X. Other claims for damages

1. unless otherwise provided for in these terms and conditions, claims for damages by the customer, irrespective of the legal grounds, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.

2. this shall not apply insofar as liability exists as follows

a) under the Product Liability Act,

b) due to intent,

c) in the event of gross negligence on the part of owners, legal representatives or executives,

d) in the event of fraudulent intent,

e) in the event of non-compliance with an assumed guarantee,

f) for culpable injury to life, limb or health, or

g) due to culpable breach of material contractual obligations

However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the aforementioned cases applies.

3. a change in the burden of proof to the detriment of the customer is not associated with the above provisions.


XI. Place of jurisdiction and applicable law

1. if the purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the supplier's registered office. However, the Supplier shall also be entitled to bring an action at the registered office of the Purchaser.

2. this contract, including its interpretation, shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).


XII. Binding nature of the contract

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.