General Terms and Conditions
emco Elektronische Mess- und Steuerungstechnik GmbH | www.emco-leipzig.com
§ 1 Scope
1.1. These General Terms and Conditions (hereinafter referred to as Terms) apply to all contracts for the purchase of goods and services that a consumer or entrepreneur (hereinafter referred to as Customer) enters into with us (hereinafter referred to as emco GmbH).
emco Elektronische Mess- und Steuerungstechnik GmbH
using means of distance communication (e.g. telephone, email, letter, fax) by means of personal communication within the meaning of Sect. 312j(5) of the German Civil Code (BGB).
1.2. Any of the Customer’s pre-formulated terms and conditions which deviate from these Terms shall not form part of the contract, even if we are aware of them, unless emco GmbH agrees to their validity expressly and at least in text form (e.g. by email).
1.3. A consumer within the meaning of the following provisions is any natural person who enters into a legal transaction for purposes which are not predominantly attributable to their trade, business or professional activities.
1.4. An entrepreneur is a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of their or its trade, business or profession.
§ 2 Conclusion of contract, correction
2.1. The contractual partners are emco GmbH and the Customer.
2.2. The subject matter of the contract is the sale of goods and services.
2.3. The product presentations in emco GmbH’s catalogues, brochures and on its websites do not constitute a legally binding offer to conclude a contract. Catalogues, brochures and information on the websites do not constitute warranted characteristics.
2.4. The specific offer made by emco GmbH to the Customer shall contain the essential characteristics of the goods.
2.5. The contract shall be concluded using means of distance communication as follows:
The Customer may submit a non-binding request for an offer to emco GmbH using the online contact form provided on the website and by using means of distance communication (telephone, fax, email, etc.). At the Customer’s request, emco GmbH shall send a binding offer for the sale of the goods previously selected by the Customer from emco GmbH’s range of goods at least in text form (e.g. by email).
The Customer may accept this binding offer by submitting a declaration of acceptance to emco GmbH at least in text form or by paying the purchase price offered by emco GmbH within 5 [five] working days (unless a different period is specified in the individual offer), as a result of which the contract with emco GmbH shall be concluded. Before sending the declaration of acceptance, the Customer has the option of checking the details again, changing them (by notifying emco GmbH of the change) or abandoning the order. If the Customer does not accept the offer within the aforementioned period, emco GmbH shall no longer be bound by its offer. It shall specifically draw the Customer’s attention to this fact in the offer.
2.6. Order processing and the transmission of all information required in connection with the conclusion of the contract usually take place by email.
2.7. The Customer must ensure that the data they provide for order processing, in particular their email address, is correct, that they are technically able to receive emails – and, in particular, that this is not prevented by spam filters, so that emails we send can be received at the email address provided.
§ 3 Contract language, storage of the contract text
3.1. The contract language is German.
3.2. The Customer will receive all contract data in the form of a binding offer in text form (e.g. by email), which they can print out or save electronically.
§ 4 Prices; payment methods and conditions
4.1. The prices quoted in the offer sent to the Customer and the shipping costs are total prices. They include all price components including all applicable taxes.
4.2. Shipping costs are not included in the purchase price. These can be found on the emco GmbH website or in the offer, are shown separately and shall be borne additionally by the Customer unless free delivery has been promised.
4.3. The Customer will be invoiced separately for any special requests.
4.4. If emco GmbH grants the Customer special conditions, these shall apply neither to contractual relationships running at the same time nor to future contractual relationships.
4.5. The Customer may choose from the following payment methods, which will also be communicated to the Customer in the offer:
- Advance payment by bank transfer
- Payment on account
- Cash discount.
4.6. If the Customer selects the payment method “Advance payment by bank transfer”, the Customer shall be required to transfer the total amount of the order to the account stated in the offer.
4.7. If delivery is made to countries outside the European Union, further costs may be incurred for which emco GmbH is not responsible, such as customs duties, taxes or money transfer fees (banks’ transfer or exchange rate fees). The Customer shall bear these costs.
4.8. Any costs incurred for the transfer of money (banks’ transfer or exchange rate fees) shall also be borne by the Customer in cases where the delivery is made to an EU Member State but the payment was initiated outside the European Union.
4.9. Unless otherwise specified, all payments arising from the concluded contract shall be due immediately, unless otherwise specified or agreed at least in text form.
4.10. Whether a payment is made on time shall depend on the date when emco GmbH receives the payment. If the due date of a payment is determined according to the calendar, the Customer shall already be in default by missing the deadline. emco GmbH shall be entitled to refuse to provide the service until the payment due has been settled in full.
4.11. If the Customer fails to meet their payment obligations on time, emco GmbH shall be entitled to charge interest on arrears to the extent permitted by law.
4.12. emco GmbH reserves the right to deliver goods only in return for advance payment in individual cases.
§ 5 Delivery and shipping conditions
5.1. The terms of delivery, the delivery date as well as any delivery restrictions can be found by clicking on the relevant button on the website of emco GmbH or in the specific offer sent to the Customer.
5.2. Unless otherwise agreed, emco GmbH shall select a standard shipping method and standard packaging for delivery. The Customer shall bear the shipping costs. Unless otherwise agreed, packaging is included in the unit price.
5.3. If the Customer is a consumer, during shipment the risk of accidental loss and accidental deterioration of the goods sold shall not pass to the Customer until the goods are handed over to the Customer. This shall apply regardless of whether the shipment is insured or uninsured. However, if the Customer has independently commissioned a transport company not named by emco GmbH, or any other person designated to carry out the shipment, this provision shall not apply.
5.4. If the Customer is an entrepreneur, delivery and shipment shall be at the Customer’s risk.
§ 6 Right of withdrawal
6.1. Consumers have a general right of withdrawal.
6.2. Details of this can be found in emco GmbH’s separate information about the right of withdrawal.
§ 7 Right of retention, reservation of title
7.1. The Customer may only exercise a right of retention insofar as it concerns claims from the same contractual relationship.
7.2. If the Customer is a consumer, emco GmbH shall retain ownership of the goods until the purchase price has been paid in full.
7.3. If the Customer is an entrepreneur, the following shall apply in addition:
7.3.1. emco GmbH shall retain ownership of the goods until all claims arising from the current business relationship have been settled in full. Prior to the transfer of ownership of the retained goods, a pledge or transfer of ownership by way of security shall not be permitted.
7.3.2. The Customer shall be entitled to resell the goods in the course of normal business to resellers or authorised agents. For such cases, the Customer hereby already assigns to emco GmbH all claims equal to the invoice amount which arise from the Customer’s resale, and emco GmbH expressly accepts such assignment. The Customer shall also be authorised to collect the claim. Insofar as they do not duly meet their payment obligations, emco GmbH reserves the right to collect the claim itself.
7.3.3. If the retained goods are combined and intermixed, emco GmbH shall acquire co-ownership rights, with the shares of the ownership rights determined by the relationship between the invoice value of the retained goods and the value of the other processed items at the time of processing.
7.3.4. emco GmbH undertakes to release the securities to which it is entitled at the Customer’s request, insofar as the realisable value of these securities exceeds the claim to be secured by more than 10 %. emco GmbH shall be solely responsible for selecting securities to be released.
§ 8 Warranty
8.1. The statutory warranty rights shall apply.
8.2. emco GmbH asks the consumer to check the goods immediately upon delivery for completeness, obvious defects and transport damage and to notify emco GmbH and the carrier of any complaints as soon as possible. If the consumer does not comply with this, this shall have no effect on the statutory warranty claims.
8.3. Insofar as a characteristic of the goods deviates from the objective requirements, the deviation shall only be deemed to be agreed if you were informed of this by emco GmbH before submitting the contractual declaration and the deviation was expressly and separately agreed between the parties.
8.4. In deviation from the above regulations on warranty, the following shall apply to entrepreneurs:
8.4.1. Only emco GmbH’s own specifications and the manufacturer’s product description shall be deemed agreed as the quality of the thing, and not however other advertising, public promotions and statements by the manufacturer.
8.4.2. In the event of defects, emco GmbH shall, at its discretion, fulfil its warranty obligations by providing repair or subsequent delivery. If remedying the defect fails, the Customer shall be entitled, at their discretion, to demand a reduction or withdraw from the contract. Unless something else arises, in particular due to the nature of the thing or the defect or the other circumstances, the remedy of the defect shall be deemed to have failed after a second unsuccessful attempt. In the event of repair, emco GmbH shall not have to bear the increased costs incurred by transporting the goods to a place other than the place of performance, provided that the transport does not correspond to the intended use of the goods. If emco GmbH disputes the defectiveness of the goods, the Customer shall be responsible for proving that the defect already existed at the time of the passing of risk.
8.4.3. If the Customer claims defects and insists on repair and if emco GmbH does not detect any defect upon inspection, the Customer shall be obliged to bear the full costs incurred for return, inspection and dispatch.
8.4.4. The warranty period shall be one year from delivery of the goods.
8.4.5. The shortening of the time limit in Section 8.4.4. shall not apply:
- In the case of damage caused by culpable conduct which is attributable to emco GmbH and arising from injury to life, limb or health and in the case of other damage caused intentionally or by gross negligence; or
- Insofar as emco GmbH fraudulently concealed the defect or has assumed a guarantee for the quality of the thing; or
- In the case of things which have been used for a building in accordance with their customary use and have caused its defectiveness; or
- In the case of statutory recourse claims which the Customer has against emco GmbH in connection with rights in respect of defects.
8.4.6. emco GmbH does not warrant that the ordered goods will meet the Customer’s requirements and purposes or that they will work together with other products used by the Customer, unless emco GmbH expressly assures this at least in text form (e.g. by email).
§ 9 Duties to cooperate on the part of the Customer
The Customer shall have certain duties to cooperate with regard to the services offered by emco GmbH. For example, they shall provide the persons working for emco GmbH with sufficient space for their work when carrying out their activities and shall also ensure a sufficient supply of electricity and compressed air for the necessary equipment cleaning.
§ 10 Information on alternative dispute resolution platform
The EU Commission offers the possibility of online dispute resolution on an online platform operated by it. This platform can be reached via the external link http://ec.europa.eu/consumers/odr/. emco GmbH is not obliged to participate in dispute resolution proceedings and cannot offer participation in such proceedings.
§ 11 Final provisions, applicable law, place of jurisdiction
11.1. German law shall apply. In the case of consumers, the mandatory provisions of the state in which the consumer has their place of habitual residence shall also apply.
11.2. The place of performance for all services arising from the business relationships with emco GmbH, and the place of jurisdiction, shall be the registered office of emco GmbH, insofar as the Customer is not a consumer but a merchant, a legal entity under public law or a special fund under public law. The same shall apply if the Customer has no place of general jurisdiction in Germany or the EU or their domicile or place of habitual residence is not known at the time when the proceedings are instituted. This shall not affect the right to bring an action before the court at another statutory place of jurisdiction.
11.3. Provisions of the UN Convention on the Sale of Goods are expressly excluded.
Last updated: 17.06.2022