General Terms and Conditions

ancotel GmbH

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I. General Applicability

These conditions apply for all present and future business relationships.
Deviating, conflicting or supplementary general conditions, even if known, shall not form part of the contract, unless their validity is expressly agreed to.
All agreements made between the parties for execution of the contract are set out in writing in the contracts.

II. Order Relationship and Prices

Unless a validity period is stipulated, offers are without prejudice until order issue.
If the client issues an order in electronic form, we will confirm receipt of the order without delay. Confirmation of receipt does not constitute a binding acceptance of the order. The receipt confirmation may be used in connection with the statement of acceptance.
Conclusion of the contract is subject to correct and timeous sub-supply to the contractor. This shall only apply in the event that we are not responsible for the non-delivery, in particular in the case of conclusion of a congruent counter-contract (or hedging) with a sub-supplier.The client shall be informed of the non-availability of the service without delay. The consideration shall be returned without delay.
Insofar as the client orders the work electronically, we will save the contract document and send it by e-mail to the client at his request along with the present General Conditions.
The prices stated in the contractor’s offer apply on the condition that the order data used at the time of making the offer, remain unchanged. The contractor’s prices do not include VAT and apply ex works. Packaging, freight, postage, insurance and other shipping costs are not included.

III. Payment

Payments (net price plus VAT) are due immediately and are to be effected without deduction at the latest within 30 days after invoice receipt.
Even when reporting defects or counter-claims, the client shall only be entitled to apply set-off, retention or deduction, if the counter-claims have been legally settled and are indisputed. The client shall only be entitled to retention for counter-claims arising from the same contractual relationship.
Our claims to payment are time-barred after 5 years.

IV. Payment of Instalments, Payment Delay

The contractor may request payment by the client of instalments for contractually correctly completed performance of separable parts of the work to be performed. In the event that the contractor recognises that its claim to payment is jeopardised by the client’s insufficient payment capacity, then the contractor may withhold performance of its pending obligation. In this event, the contractor may demand, within a reasonable time, the issue of a security or payment in return for performance. The contractor is further entitled to immediate payment of any outstanding invoice and invoices which are not yet due for payment, retention of any goods which have not yet been delivered, as well as ceasing working any further on existing orders. The contractor is also entitled to these rights in the event that the client does not effect payment, despite a reminder having been issued due to the delay.
If the client does not effect payment or issue a security within a reasonable time, then the contractor may rescind the contract and claim for damages.

V. Delivery

Fixed delivery times or periods, which may be agreed to be binding or non-binding, must be expressly confirmed.
Delays in delivery and performance due to force majeure and due to events which substantially impede the delivery or render it impossible, even if occurring at the contractor’s suppliers’ or subsuppliers’, are not the responsibility of the contractor, even where the delivery times or periods have been agreed as binding. The contractor is hereby entitled to extend the time for delivery or performance by the duration of the hindrance plus a reasonable remobilisation time, or to withdraw from the contract in whole or in part because of the unfulfilled part thereof.
If the hindrance lasts longer than three months, then the client is entitled, granting a reasonable additional period for performance, to withdraw from the contract in respect of the unfulfilled part. If the delivery time is extended or if the contractor is released from his obligation, then the client may not derive claims for damages herefrom. The contractor may only plea in the foregoing circumstances, if he has notified the client without delay.
If the contractor is responsible for failure to meet periods and deadlines confirmed as binding, or is in delay, then the client is entitled to claim damages for delay amounting to half a percent for each full week of delay, however maximum in the aggregate 5 percent, of the invoice value of the delivery and services affected by the delay. Further compensation is excluded unless the delay is due to the contractor’s gross, or greater, negligence.
The contractor is entitled to effect partial deliveries and performance of services, unless the client has no interest in the partial delivery or performance.

VI. Transfer of Risk

Risk passes to the client as soon as the consignment is handed over to the party carrying out the transport, or leaves the contractor’s premises for shipping. If the shipment is delayed at the request of the client, then the risk shall pass on notification of readiness for shipment.

VII. Warranty and Notification of Defects

The client shall examine the delivered goods’ compliance with the contract without delay.
Notifications of defects must be issued within 2 weeks after receipt of the goods. Notifications of hidden defects may only be effected against the contractor if issued within 12 months after acceptance.
The contractor’s warranty for defects consists of, at his initial option, repair or replacement.
Insofar as the contractor refuses, conclusively and in earnest, to rectify the defect and supplementary performance due to disproportionate cost, or the supplemenatry performance fails or is unreasonable for the contractor to fulfill, then the client may, at his option, either claim reduction of the price or rescind the contract and claim for damages within the limit of liability, in place of the performance.
In the event of a minor breach of contract, in particular in the case of insignificant defects, the client is not entitled to rescind the contract.
If the contractor is not responsible for breach of an obligation ensuing from a defect, then the client is not entitled to rescind the contract.
The client’s rights in respect of defects are time barred after one year after acceptance of the work or services.
The shorter limitation period shall not apply where the contractor can be blamed for gross negligence, or where phsyical injury or damage to health or loss of the client’s life is attributable to the contractor. The contractor’s liability pursuant to the Product Liability Law (German Produkthaftungsgesetz) remains unaffected.
In the event of fraudulent concealment of defects, or guarantee of quality, then the client’s furthergoing rights remain unaffected.
The contractor does not grant the client any guarantees in the legal sense.

VIII. Limits of Liability

The contractor’s liability for breaches of obligations due to minor negligence, is limited to the foreseeable, direct, average and typical damage for this type of contract. The same applies for breaches of obligations due to minor negligence of legal agents of the contractor or his vicarious agents.
The contractor is not liable for breach of inessential contractual obligations, due to minor negligence.
The foregoing limits of liability do not apply to the client’s rights in respect of product liability. Furthermore, the limits of liability do not apply for physical injury, damage to health attributable to the contractor, or for loss of the client’s life attributable to the contractor.

IX. Retention of Title

The contractor retains the property in the goods delivered and services rendered by him until full satisfaction of all claims pursuant to the current business relationship. In the event of the client’s behaviour being in breach of contract, then we are entitled, after setting a reasonable period of notice, to recover the goods subject to the retention of title. If we take back goods subject to retention of title, then this shall constitute withdrawal from the contract.
The client is entitled to sell and/or use the goods subject to retention of title correctly in the course of business, as long as he is not in default of payment. Pledge and liens are not permitted. Payment claims related to the goods subject to retention of title pursuant to their sale or other legal reason are transferred by the client to us now in whole as security; we hereby accept the transfer. We irrevocably authorise the client to collect payment of claims transferred to us, for his account in his own name. The authorisation may be revoked at any time, if the client does not meet its payment obligations correctly. The contractor is obliged to release securities made out to him, if the liquidable value of the securities exceeds the secured claim by more than 10%; the contractor is entitled to select which securities are to be released.

X. Client’s Obligations

The client is obliged to back up his data according to the state of the art. He shall ensure that the current data from databases readily kept in machine-readable format can be reproduced at fungible expense.

XI. Copyright

The client is solely liable for infringements of third party rights, in particular copyright, occurring through execution of his order. The client shall indemnify the contractor from all third-party claims due to said infringements.

XII. Reference

The contractor may refer to this business relationship in appropriate form in its external communications, with the client’s consent.

XIII. Place of Performance, Place of Jurisdiction, Effectiveness

German Law applies.
The place of performance and place of jurisdiction for all disputes is the contractor’s registered office.
If singular provisions of this contract with the client, including these general conditions, are, or become, invalid in whole or part, then the validity of the remaining provisions shall be hereby unaffected.