General data / conclusion of a contract
| 1.1|| Our services in the fields examinations of foundation soils, geology, hydrology, environment and waste deposits are subject to the rules of VOB, VOL, VOF and HOAI, which may be viewed in our rooms in their currently valid version|
| 1.2|| For all deliveries these general terms and conditions are valid exclusively.|
In addition, if necessary, the attached conditions of the manufacturers, which are being referred to additionally, are valid.
| 1.3|| In case of deviations from these general terms and conditions, additional agreements and collateral agreements require the written form or the explicit written confirmation. Other terms and conditions are explicitly excluded.|
| 1.4|| Our offers and remarks concerning instruments traded by us and our product descriptions are subject to being sold, except there is an explicit written assurance.|
With regard to the continuous technical development and improvement of our products we reserve the right for changes in construction and design in contrast to the data of our various printed material as well as to our web sites, as long as the worth of the products offered by us is not affected and the modifications are not unreasonable for the customer.
This is also valid for modifications, which save the ability of the product.
| 1.5|| Contracts of sale are concluded only by a written confirmation of the order or the acceptance of the dispatched goods by the customer.|
| 1.6|| The assignment of rights and duties resulting from the contract of sale requires written consent of ZATA.|
Prices and terms of payment
| 2.1|| For consignment the list prices at the moment of placing the order or of the confirmation of order are valid, unless there are more than four months between contract of sale and delivery date agreed.|
If, after that period, material costs or the cost price in line with real market conditions rise, we will be entitled to rise the price appropriately, according to the increase in costs.
A customer’s withdrawal is only legitimated, if the increase in costs exceeds the increase of common costs of living between order and consignment more than marginally.
If the customer is a trader, a juristic person of public right or a special property under public laws, changes in price are authorized according to the aforementioned provision, if there are more than six weeks between completion of the contract and agreed delivery.
| 2.2|| Our prices are to be understood plus shipping expenses, without software, separate accessories, installation, instruction or other collateral services, unless there is a different written agreement.|
| 2.3|| The purchase price, as well as fees for collateral debts become due immediately and are to be paid pure net without any deduction. A payment applies as being made, as soon as ZATA is able to dispose of the amount.|
In case of a default of payment we are authorized to charge default interests of 5% above the current reference interest rate published by the Hong Kong Central Bank.
The assertion of a delay damage beyond that is reserved. Bills of exchange or cheques are only accepted by agreement and for reasons of fulfilling and declared valid as payment only after having met. Discount and collection expenses are debited to the customer.
We are not liable for punctual presentation.
| 2.4|| If the customer does not accept the goods sold, we are authorized to impend on acceptance or to demand 20% of the purchase price as general damage and expense compensation respective.|
We reserve the right to claim an evident higher damage.
The general compensation is reduced to the extend the customer gives evidence for lower expenses or for a smaller damage.
| 2.5|| The customer is entitled to rights of detention only as far as his counterclaim is based on the same contractual relationship.|
Balancing of the costs by the customer is excluded, except the counterclaims of the customer are legally established or acknowledged by us.
Period of supply
| 3.1|| Binding delivery dates must be agreed in written form.The period of supply agreed starts at the date of the confirmation of the order.|
The period is observed, if the consigned good left Zata before the period has expired.
| 3.2|| The period prolongs, should the occasion arise, for the period, until the customer has handed out the necessary data and documents necessary for the execution of the order.|
| 3.3|| The seller does not take an exercise risk. He is entitled to cancel the contract, if he does not receive the consigned good himself despite of the former conclusion of a corresponding contract; the responsibility of the seller for intent or negligence remains unaffected. The seller will immediately inform the buyer, if the consigned good is not available in time and, if he wishes to cancel the contract, exercise the right to withdraw from the contract; in case of a withdrawal the seller will immediately compensate the corresponding reward.|
| 3.4|| If periods cannot be observed due to force majeure, e.g. mobilisation, war, revolt or simular events, e.g. strike or lockouts, the periods are prolonged appropriately:|
Furthermore we cannot be made liable for the said circumstances, if they occur during an already existing delay.
We will inform our customers about beginning and end of such obstacles in important cases as soon as possible.
| 3.5|| The seller can be made liable for a delay in performance in case of intent or gross negligence of the seller or an agant or servant according to law. In other cases of the delay in performance the liability of the seller is limited for compensation for damages besides the performance to 50% of the value of the consignment, for compensation for damages instead of the performance to 50% of the value of the consignment. Further claims of the buyer are excluded, also after the period has expired, given by the seller to perform. The said limitation is not valid for the liability due to the harm of life, body or health. A change of the onus of proof to the disadvantage of the buyer is not connected with the regulations said.|
Delivery, distribution, transition of risks
| 4.1|| We are authorized to make part deliveries, unless another agreement has been made explicitly and as long as no disadvantages for use result from that.|
Part deliveries are considered as independent deliveries for financial obligations, transition of risks and guarantee liabilities. The customer is not authorized to reject independent part deliveries.
| 4.2|| We choose the kind of dispatch by the route and the firm entrusted with the delivery to our judgement, if the customer does not give explicit instructions. If the customer chooses another forwarder, the occuring costs have to be charged directly to the buyer, not to the ZATA.|
Instructions for return
| 5.1|| Return|
| As consumer you are able to return the good received without noting any reason within 2 weeks by returning the good. The period begins with receipt of the good and this instruction earliest. Only in case of goods, which cannot be dispatched in a usual parcel (e.g. bulky goods), you are able to explain the return by a demand on cancelling in written form (e.g. letter, fax, mail). The period is observed, if the good or the demand has been dispatched in time. In any case a return inside of the EC is made on our account and danger. The return or the demand has to be addressed to:ZATA|
– Return –
RM 1302 13/F CHEONG K. BUILDING 84-86 DES VOEUX ROAD CENTRAL
Please use the return form enclosed with your sending and observe that not prepaid parcels will not be accepted by us. At returns inside of the EC the shipping costs for the return will be reimbursed by the ZATA.
| 5.1|| Consequesnces ofa return|
| In case of an effective return the performance mutually received have to be returned and benefits (e.g. advantages by using the device) have to be released. In case of a degradation of the good compensation of damages can be demanded.This does not apply, if the degradation of the good is only due to its check – comparable with a check in a retail shop. By the way you are able to avoid the duty to compensate damages by using the good not like an owner as well as by refraining from doing everything reducing its value.|
Reservation of proprietary rights
| 6.1|| We reserve the proprietary rights of an article for sale until the complete settlement of all claims of the supply contract including collateral debts (e.g. costs for bills of exchange, financing costs, interest etc.) .|
If the customer shows behavior contrary to the terms of the contract we are authorized to demand a return of the article for sale upon reminder, the customer is obliged to return the goods.Taking back as well as distrait upon the article reserved means no withdrawal of the contract.
| 6.2||In case of distraints or other interventions of other persons the customer is obliged to inform us in written form.|
| 6.3|| A processing or remodelling of the article for sale by the customer is always executed for us.|
If an article for sale is being processed with other objects, not belonging to us, we gain co-ownership of the new product according to the relation of the worth of the article for sale to other processed objects at the moment of processing.
| 6.4|| If an article for sale is being mixed up with other objects, not belonging to us, we gain co-ownership of the new product according to the relation of the worth of the article for sale to other mixed-in object at the moment of mixing.|
If the object of the customer is to be regarded as main object, the customer is obliged to transfer proportionate co-ownership to us. The customer is keeping the co-property for us.
| 6.5|| The customer is allowed to resell the products in regular way of business.|
However, he hands over all claims against his purchaser or other persons to us right now according to the
purchase price agreed upon with the customer (sales tax and collateral debts included), which arise for the customer from resale, independent on the fact whether the articles for sale are being resold without or after processing.
The customer is authorized to withdraw these debts after their cession.Our authorization, to withdraw these debts ourselves is untouched, however, we place an obligation on ourselves not to withdraw these debts, as long as the customer meets his financial obligation regularly and is not in default of payment.
If this case occurs though, we can demand, that the owner reveals the transferred claims and their debtors, ghines all information necessary for seizure, hands over the appropriate documents and informs the debtors (other persons) of the cession.
| 7. |
Warranty / exclusion of liability
| 7.1|| We guarantee for a period of 2 years after delivery date that the articles for sale are free of defects.|
| 7.2|| We are not liable for damages and defects which were caused due to unsuitable or improper use, not taking note of application instructions or incorrect or negligent treatment. This applies especially for an operation of the objects with wrong current or voltage as well as connection with unsuitable power sources.|
The same applies for damages and defects, which can are due to fire, lightning , explosion or net dependent overvoltages, humidity of any origin, wrong or lacking program-software and/or processing data, except the customer proves that these conditions are not causal for the criticized defects.
Furthermore the seller is not liable for defects of the consignment, which he receives from other persons and forwards unchanged to the orderer; the responsibility in the case of intent or negligence persists.
| 7.3|| Any warranty expires, if the customer performs interventions and/or repairs devices himself or by persons not authorized by us, without explicit written consent from ZATA.|
| 7.4|| The buyer is obliged to indicate lacks of the good or of title to the seller in written form within 2 months after the moment, in which he noticed such a lack. This regulation is no cut-off-period for the rights of the buyer concerning defects of the good. In commercial traffic additionally §377 HGB apply.|
| 7.5|| The customer is obliged to make an backup of his data on own costs before handing over the article for the purpose of repairing or examination.|
| 7.6|| If we are not willing to realize compensation or if the correction of faults fails at least once, the customer has the choice between withdrawing from the contract or demanding an appropriate reduction of the purchase price.|
| 7.7|| If not otherwise explicitly declared, further claims of the buyer – independant on the cause in law, are excluded.|
| 7.8|| The seller can be made liable in cases of intent or gross negligence of the seller or an agent or a servant according to law. Furthermore the seller is liable according to the law for product liablitiy, for the violation of life, body of health or for the culpable violation of essential duties under the contract. The demand on the compensation of damages for the violation of essential duties under the contract is, however, limited to the damages, which are typical for this contract and predictable. The liability for damages by the good to other legal goods of the buyer (e.g. damages to to other products), are completely excluded. The regulations of the phrases 3 and 4 of this clause are not valid in a case of intent or gross negligence or in case of liablitiy to the violation of life, body or health.|
The regulation of the said clause 1 extends to compensation of damages besides performance and compensation of damages instead of performance, independent on the case in law, expecially in case of lacks, the violation of duties under the obligation or of unauthorised action. The liablitiy for delay or impossibility is determined in top 3.
A change in the onus of proof to the disavantage of the buyer is not combined with the said regulations.
| 7.9|| Any claims for damages (also in case of a failed amendment or subsequent supply) can only be demanded in case of our intent or gross negligence or if guaranteed qualitites are missing. As far as our liability is excluded, this also applies for the personal liabilitiy of our employees, co-operators, agents and servants.|
Withdrawal and compensation of not executed orders
| 8.1|| We may withdraw from the contract, if we get to know about a stop of payment, die institution of bankruptcy proceedings or legal arrangement proceedings, the rejection of bankruptcy for lack of assets, protest of a bill or a cheque or concrete clues concerning worsening of the financial circumstances of the customer.|
| 8.2|| If we withdraw from the contract or if the order is not executed for reasons, which have to be justified by the customer, the customer has to pay a lump redress of 10 % of the purchase price for our expenses and profit lost.|
We reserve the right to claim for an evident higher damage. The lump compensation reduces to such an extend as the customer can prove that lower expenses or a lower damage was caused.
| In case of delivery of software, additional to our terms and conditions, the special licence conditions as well as further conditions of the producer are valid.|
The customer accepts the prevalence of these conditions with the receipt of the software.
Utilization of customer data
| We are authorized to process all data concerning business relations with the customers according to German law.|
| Consents for export of deliveries objects which may be required by the Bundesamt für gewerbliche Wirtschaft in Eschborn/Taunus, are to be obtained by the customer at his own expense.|
The prohibition of such an export permit does not authorize the customer to withdraw from the contract.
Place of fulfillment, domicile, partial inoperativeness, applicable law
| 12.1|| Wuerzburg is being agreed upon as place of fulfillment for all mutual contractual duties, possible guarantee claims included as far as the customer is a trader.|
All relations between supplier and us are under German law, the laws concerning international sale of movable objects included, even if the supplier’s headquarters is abroad. Wuerzburg is place of jurisdiction.
| 12.2|| In case of ineffectiveness of single regulations of the supply contract or of the general terms and conditions all other regulations remain valid.|
International trade is under German law.