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General B2C terms and conditions (see below)
General B2B terms and conditions for the sale and delivery of movable objects as well as assembly, installation and/or maintenance of safety and environmental technology systems from Martin.Care GmbH (martin.care)
Section 1 Scope, Form
(1) The following general terms and conditions for sale, delivery and installation (T&C-B2B) apply
- to all contracts and other legal relationships between us, Martin Elektrotechnik GmbH, Dr.-Gartenhof-Str. 4, D-97769 Bad Brückenau, and the customer (“Buyer”), insofar as this relates to the order and/or the delivery of movable objects (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase from suppliers (Sections 433, 650 German Civil Code (BGB),
- to all contracts and other legal relationships between us, Martin Elektrotechnik GmbH, Dr.-Gartenhof-Str. 4, D-97769 Bad Brückenau, and the Buyer, insofar as this relates to the assembly, installation and/or maintenance of safety and environmental technology systems (“Systems”).
These B2B-T&Cs only apply if the Buyer is a business as defined in Section 14 of the German Civil Code (BGB), a legal entity organised under public law, or a special public fund. These terms and conditions can be found at www.martin.care .
Unless otherwise agreed, the B2B-T&Cs in force at the time of the Buyer's order, or at any rate in the version last communicated to the Buyer in written form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Only our B2B-T&Cs shall apply. Any deviating, contradictory or amending terms of business on the Buyer's side shall only constitute a part of the contract if we have expressly agreed to them. This requirement for consent applies in every case, for example even if we unconditionally provide the service to the Buyer in full knowledge of the Buyer's terms and conditions.
(4) Any individual agreements reached with the Buyer (including ancillary agreements, supplements and amendments) shall in all cases have precedence over these B2B-T&Cs. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be authoritative for the content of such agreements.
(5) Legally relevant declarations and notifications from the Buyer that relate to the contract (e.g., setting deadlines, notification of defects, cancellation or reduction) must be made in writing, that is, in written or typed form (e.g., letter, email, fax).Any statutory formal requirements and further proof, in particular in cases of doubt as to the legitimacy of the declarant, remain unaffected.
(6) Any references to the applicability of statutory provisions shall only serve as clarification. Even without such clarification, the statutory provisions shall nevertheless apply insofar as they are not directly amended or expressly excluded in these B2B-T&Cs.
Section 2 Conclusion of the contract
(1) Our quotations are non-binding and entail no obligation. This also applies if we have provided catalogues, technical documentations (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – to the Buyer for which we retain all ownership and copyright. These documents may not be reproduced or made accessible to other persons, especially competing companies. This also applies to such written documents, which are designated as “Confidential”. They may not be passed on to third parties without our express written consent.
(2) Unless expressly designated as binding, technical submissions are only approximations. Dimensions and weights are subject to the deviations permitted in accordance with technical rules or DIN tolerances for dimensions, shape and weight. All other documents such as images and drawings are only approximations unless they are expressly designated as binding.
(3) Ordering Goods or commissioning the assembly, installation and/or maintenance of a System by the Buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 10 days of its receipt by us.
(4) Acceptance can either be confirmed in writing (e.g. by order confirmation) or, in the case of ordering Goods, by delivering the Goods to the Buyer.
Section 3 Performance deadlines and delays
(1) The deadline for the delivery of Goods as well as the assembly, installation and/or maintenance of Systems is agreed individually or specified by us when accepting the order or contract. If this is not the case, the performance period for ordering and/or delivering Goods is approx. 2 weeks from the conclusion of the contract; in the case of assembly, installation and/or maintenance of a System, the performance period is approx. 4 weeks from the conclusion of the contract. In the case of the assembly, installation and/or maintenance of a System, the performance period begins at the earliest when all technical questions about executing the respective contract have been clarified, all necessary planning documents have been received by us and the Buyer has made the necessary preparations.
(2) If we cannot meet binding delivery deadlines for reasons which are beyond our control (“Performance Unavailability”), we shall notify the Buyer of this immediately and indicate the expected new delivery deadline at the same time. If the delivery cannot be made within the new delivery period, we are entitled to cancel the contract in whole or in part; any considerations already made by the Buyer shall be refunded immediately. A case of “Performance Unavailability” in this sense, would in particular be; the late delivery to us by our supplier, if we have concluded a congruent covering transaction, neither we nor our supplier are at fault or we do not have a duty to supply in an individual case.
(3) The determination of whether our performance is delayed is governed by the statutory provisions. In any case, the Buyer must first issue a reminder to us. If our performance is delayed, the Buyer can demand lump-sum compensation for the damage caused by the delay. The lump sum for damages amounts to 0.5% of the net price for each completed calendar week of delay, but no more than 5% of the order value of the delayed Goods or System. We reserve the right to provide evidence that the Buyer has not incurred any damage or has incurred considerably lower damages than the aforementioned lump sum.
(5) The Buyer's rights pursuant to Section 8 of these B2B-T&Cs and our legal rights, in particular, in the event that the obligation to perform is excluded (for example, because said performance and/or supplementary performance thereof is impossible or unreasonable), shall remain unaffected.
Section 4 Delivery, Transfer of risk, Acceptance, Failed delivery
(1) If the subject matter of the contract is an order and/or delivery of Goods, this takes place ex warehouse, which is also the place of performance for the delivery and any subsequent performance in this regard. At the Buyer's request and expense, the Goods will be shipped to another destination ("Sale by Dispatch"). Unless otherwise agreed, with orders and/or delivery of Goods, we are entitled to determine the type of shipment ourselves (in particular transport company, shipping route, packaging). The usual costs of packaging are borne by the Buyer when Goods are ordered and/or delivered.
(2) When Goods are ordered and/or delivered, the risk of accidental loss and accidental deterioration of the Goods is transferred to the Buyer upon handover at the latest. However, in the event of Sale by Dispatch when Goods are ordered and/or delivered, the risk of accidental loss and accidental deterioration of the Goods and the risk of delay shall pass to the Buyer once the Goods are handed over to the forwarding agent, carrier or other person or organisation carrying out the shipping. If acceptance has been agreed when Goods are ordered and/or delivered, this shall determine the point at which risk is transferred. In all other respects, the statutory provisions for work contracts and services shall apply to any agreed acceptance of the Goods. Delivery or acceptance shall be deemed to have taken place even if the Buyer fails to accept delivery.
(3) If contract covers the assembly, installation and/or maintenance of Systems and we have notified the Buyer of the completion of the assembly, installation and/or maintenance of the System, the Buyer is obliged to accept the service provided by us. The Buyer is not entitled to refuse acceptance due to an insignificant defect. Acceptance is valid two weeks after notification of the completion of the assembly, installation and/or maintenance of the System if the acceptance is delayed through no fault of our own. If the Buyer reserves the right to claim a defect, our liability for recognisable defects no longer applies upon acceptance. The risk of accidental loss and accidental deterioration of the System is transferred to the Buyer upon acceptance. Delivery or acceptance shall be deemed to have taken place even if the Buyer fails to accept delivery.
(4) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat rate compensation of 0.5% of the net price per calendar week, starting with the performance deadline or – in the absence of a performance deadline – with the notification of readiness to perform the service. Our right to demonstrate that we have incurred higher damages and our other legal rights to reimbursement (particularly for additional expenses, reasonable compensation, termination of contract) remain unaffected; the flat damages as described above shall be included in any further monetary claims. The Buyer shall be entitled to prove that no damage was caused or that the damage caused is significantly lower than the flat rate above.
Section 5 Prices/Labour Costs and Terms of Payment
(1) Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract apply when Goods are ordered and/or delivered, namely ex warehouse plus statutory value added tax. If the contract covers the assembly, installation and/or maintenance of Systems, the prices in our respective quotation apply.
(2) In the event of Sale by Dispatch when Goods are ordered and/or delivered (Section 4 Para. 2) the Buyer bears the transport costs ex warehouse and the costs of any transport insurance required by the Buyer. If we do not charge the actual transport costs incurred in an individual case, a lump sum for transport costs (excluding transport insurance) of EUR 7.50 shall be deemed agreed. Any customs duties, fees, taxes and other official levies are to be borne by the Buyer.
(3) When Goods are ordered and/or delivered, the purchase price is due and must be paid within 20 days of invoicing and delivery or acceptance of the Goods. If, when Goods are ordered and/or delivered, payment is made within 10 days of the invoice being issued, we will grant a discount of 2% from the net purchase price. However, even in the context of an ongoing business relationship, we are entitled at any time to only make a delivery, in whole or in part, against prepayment. We will declare such a provision upon confirming the order at the latest. If the payment deadlines mentioned above expire, the Buyer will be in default. The purchase price shall accrue interest at the currently applicable statutory default interest rate for the duration of the default. If the Buyer does not pay the amount owed after a period of one month set by us after the expiry of the period mentioned in the preceding paragraph, we can withdraw from the contract by simply giving written notification and demand compensation of up to 25% of the value of the relevant part of the delivery item stated in the contract. If we are in the position to prove higher damages caused by default, we are entitled to obtain those damages. However, the Buyer is entitled to prove to us that we did not suffer any damage or significantly less damage as a result of the default in payment or the cancellation of the contract. We reserve the right to assert any further damages resulting from default. Our right to claim the commercial default interest (Section 353 German Commercial Code (HGB)) against businesses shall remain unaffected.
(4) If the contract covers the assembly, installation and/or maintenance of Systems, labour costs are due after acceptance of the work and receipt of our invoice. The Buyer is not entitled to withhold payment due to counterclaims by the Buyer that are disputed by us. In addition, the following applies to a contract which covers the assembly, installation and/or maintenance of Systems:
(a) The rates for working hours and surcharges for overtime, night, Sunday and holiday work, for work under difficult circumstances as well as for planning, monitoring and documentation agreed upon when placing the order are accepted by the Buyer and invoiced separately. This applies accordingly to the consumption of material including waste, as well as to the construction and connection of the facility.
(b) Preparation, travel and operating times and feedback count as working time, whereby the actual cost is calculated for journeys, including in particular wage and travel costs.
(c) Other travel costs, costs for the transport of the tools and personal luggage, for freight and packaging, for the delivery of all materials and devices as well as the technical documents ordered are also invoiced separately.
(d) To diagnose and remedy intermittent errors, repeated inspections and work may be necessary. In this respect, the Buyer must also bear the costs of repeated assignments. Unless otherwise agreed in writing, in this case 40% of the order amount after commissioning, a further 40% of the order amount upon delivery and the remaining 20% of the order amount after completion, but no later than 6 weeks after delivery. If the payment due is made within 10 days net, we grant a 2% discount on the total order amount, which is deducted from the last payment.
(5) We only accept bills of exchange and cheques by special agreement and only as conditional payment. Discount charges and all costs incurred in redeeming the bill of exchange and the cheque are to be borne by the Buyer.
(6) We are entitled to demand sufficient securities for our claims at any time. All our claims, regardless of the term of any bills of exchange or cheques received, are due immediately if the Buyer is in default or breaches contractual agreements, provided that this breach or the delayed claim is not just insignificant, or if the Buyer's financial circumstances deteriorates significantly, through which the claim is endangered.
(5) The Buyer has no right to offset or retain any amounts unless his counterclaims are undisputed or have been legally determined by a court of law. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular in accordance with Section 7 Para.4 Sentence 4 HS 2 of these B2B-T&Cs.
If it becomes apparent after conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price is endangered by the Buyer's inability to pay, we are entitled to refuse performance and – if necessary after setting a deadline – to cancel the contract (Section 321 German Civil Code (BGB)). For contracts made for the manufacture of custom items, we can declare such a cancellation immediately, with the statutory provisions on the dispensability of setting a deadline remaining unaffected.
Section 6 Retention of title
(1) We shall retain title on all Goods sold and Systems built and installed until full payment of all our current and future claims under contract and all ongoing business transactions (secured claims).
(2) If the contract covers the assembly, installation and/or maintenance of Systems, we are entitled to a right of lien on the system that has come into the Buyer's possession because of the contract due to a claim from this contract. The right of lien can also be asserted for claims from services previously performed , insofar as they are related to the respective subject of the contract. A lien shall apply to other claims arising from the business relationship only if uncontested or legally binding.
(2) The Goods which are subject to retention of title may not be pledged or assigned as collateral to third parties until full payment of the secured claims. The Buyer must notify us in writing without delay if a request is made to open insolvency proceedings, or if third parties gain access (e.g. seizures) to the goods belonging to us. The application to open insolvency proceedings entitles us to cancel the contract in accordance with Section 5 Para. 8 and to demand the immediate return of the delivered item.
(4) If the Buyer acts in violation of the contract, especially in the case of non-payment of the purchase price due, we are entitled, under the statutory provisions, to cancel the contract and/or to demand the return of the Goods thereunder on grounds of retention of title. Any demand for the return of goods does not, at the same time, constitute a cancellation of the contract; rather, we are entitled to merely demand the return of the Goods and to reserve the right to cancel the contract. If the Buyer does not pay the purchase price due, we may assert these rights only if we have previously set the Buyer an appropriate deadline for payment to no avail or if setting of such a deadline may be waived under legal provisions.
(5) The Buyer is authorised, until further notice pursuant to (c) below, to sell the Goods subject to retention of title or process them further in the ordinary course of business. In such a case, the following provisions shall also apply.
(a) The retention of title shall extend to the full value of the products that result from the processing, mixing or combination of our products, and we shall be deemed the manufacturer. If, in the case of the processing, mixing or combination of the Goods with those of third parties, their rights of ownership endure, we shall acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined Goods. In all other respects, the same shall apply to the resulting product as to the Goods that are delivered subject to retention of title.
(b) The Buyer hereby assigns to us, by way of security, any and all claims against third parties resulting from the resale of the Goods or of the product in full, or to the extent of any joint ownership in accordance with the preceding paragraph. We hereby accept this assignment. The obligationsof the Buyer stated in Para. 2 shall also apply in respect of the assigned claims.
(c) In addition to us, the Buyer shall remain entitled to collect these claims. We undertake not to collect the claim, as long as the Buyer meets his/her payment obligations to us, there is no defect in his/her ability to perform and we do not exercise the retention of title by exercising a right in accordance with Para.3. If this is the case, we can demand that the Buyer inform us of the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. In addition, we are entitled in such a case to revoke the Buyer's authority to further sell and process the Goods that are under retention of title.
(d) If the realisable value of the securities exceeds our claims by more than 10%, we will, at the Buyer's request, release securities of our choosing.
Section 7 Claims for defects by the customer
(1) The Buyer's rights in the event of any material defect or defect of title (including any incorrect deliveries and short deliveries, as well as any improper or defective assembly instructions) shall be governed by the statutory provisions, unless otherwise stipulated below. When Goods are ordered and/or delivered, the special statutory provisions for the final delivery of the unprocessed Goods to a consumer remain unaffected in all cases, even if he has processed them (supplier recourse according to Section 478 onwards German Civil Code (BGB)). When Goods are ordered and/or delivered, supplier recourse claims are excluded if the defective Goods have been further processed by the Buyer or another business, e.g. by installing them in another product.
(2) The basis of our liability for defects, both when Goods are ordered and/or delivered and if the contract covers the assembly, installation and/or maintenance of Systems, is primarily the agreement made on the quality of the Goods or the System. All product descriptions and manufacturer information which are the subject matter of individual contracts or which were made public by us when the contract was concluded (in particular, in catalogues or on our website) shall be deemed to constitute an agreement on the condition and quality of the Goods or Systems.
(3) Insofar as quality standards were not agreed upon, the statutory provisions shall determine whether a defect exists or not (Section 434 Para.1 Sentence 2 and 3, Section 633 Para. 2 Sentence 2 and 3 German Civil Code (BGB)). However, we do not accept any liability for public statements by the manufacturer or other third parties (e.g. advertising statements) that the Buyer did not point out to us as being decisive in concluding the contract.
(4) When Goods are ordered and/or delivered, we are liable in accordance with the following provisions:
In principle, we are not liable for defects that the Buyer was aware of when concluding the contract or that was not known due to gross negligence (Section 442 German Civil Code (BGB)). Furthermore, the Buyer's claims for defects require that he/she has complied with his/her statutory inspection and notification obligations (Sections 377, 381 German Commercial Code (HGB)). For Goods intended for installation or other further processing, an examination must always be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later point in time, this must be reported to us immediately in writing. In any case, obvious defects must be reported in writing within 7 working days of delivery, and defects not visible during the inspection, within the same period of time after their discovery. If the Buyer fails to carry out a proper inspection and/or report a defect, then any liability on our part for the defect which was not reported, not reported in time or not properly reported shall be excluded, in accordance with statutory provisions.
If the goods delivered are defective, we may at our discretion remedy said defect by removing the defect (repair) or by delivering a product free of defects (replacement). Our right to refuse to undertake a supplementary performance under the legal provisions remains unaffected.
We are entitled to make any supplementary performance owed by us conditional on the Buyer paying the purchase price owed by him. However, the Buyer shall be entitled to retain a part of the purchase price as appropriate in relation to the defect.
The Buyer shall allow us the necessary time and opportunity for due remedial performance and shall in particular hand over the goods concerned for inspection. In the case of a replacement delivery, the Buyer shall return the defective products as required by law. Any supplementary performance does not include the removal of the defective item or re-installation if we were originally not obliged to install the product.
(5) If the contract covers the assembly, installation and/or maintenance of Systems, we are liable in accordance with the following provisions:
If the item delivered is defective, we can first choose whether we provide supplementary performance by removing the defect (repair) or by manufacturing a piece that is free of defects (replacement). The Buyer must notify us immediately in writing of any defects found. If the defect is insignificant to the interests of the Buyer or if it is based on a circumstance attributable to the Buyer, we shall not liable. This also applies to those defects and damage that arise from the fact that the Buyer or third parties have made improper changes or repair work on the systems manufactured and installed by us without our prior consent.
(6) We shall bear or reimburse any costs for the purpose of inspection and supplementary performance, in particular, transport, travel, labour and material costs, as well as any removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs arising from the unjustified request to remedy the defect (in particular, inspection and transport costs), unless the absence of a defect was not apparent to the Buyer.
(7) In urgent cases, e.g. when operating safety is put at risk or to avert disproportionate damages, the Buyer has the right to rectify the defect themselves and to demand from us reimbursement of the expenses objectively required for this. We are to be informed of such activities as soon as possible, if possible prior to commencement. The Buyer's right to rectify defects on his/her own accord shall not exist if we were entitled to refuse the equivalent supplementary performance according to statutory regulations.
(8) If the subsequent performance fails or a reasonable deadline set by the Buyer for the subsequent performance passes without success or is legally superfluous, the Buyer may cancel the sales agreement or reduce the purchase price. There shall, however, be no right to cancel if the defect is negligible.
(9) Any claims from the Buyer for damages or reimbursement of futile expenses may only be asserted in accordance with Section 8, including in the event of defects, and are otherwise excluded. Changes to our operationally ready and optimised Systems, in particular the installation of third-party software, are neither planned nor authorized by us due to the nature of the system. If such a change is made by the customer or a third party, we assume no liability and guarantee.
(10) No guarantee is given for damage caused by the following reasons: unsuitable or improper use, incorrect assembly or commissioning by the Buyer or third parties, natural wear and tear, incorrect or negligent treatment, particularly excessive use, unsuitable operating resources, replacement materials , chemical, electrochemical or electrical influences, unless they are our fault.
Section 8 Other liability
(1) Insofar as nothing to the contrary is stipulated in these B2B-T&Cs, including the following provisions, we shall assume liability in the event of a breach of our contractual and non-contractual duties in accordance with relevant statutory regulations.
(2) We shall be liable for damages – irrespective of their legal grounds – in the event of intent or gross negligence, within the scope of fault-based liability. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g., exercising care in own affairs, insignificant breach of duty), for
a) damage resulting from injury to life, limb or health,
b) damages arising from the breach of an essential contractual duty (an obligation whose fulfilment is essential to the proper execution of the contract and which the contracting partner often relies on and may rely on); in this case, however, our liability is restricted to reimbursement of foreseeable, typical damage.
(3) The limitations of liability provided for in Para.(2) shall also apply in the case of breaches of duty by or in favour of persons for whom we are responsible under statutory provisions. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality and nature of the goods and for claims of the Buyer under the German Product Liability Act (Produkthaftungsgesetz).
(4) In the event of any breach of duty other than those which relate to a defect, the Buyer shall only be entitled to withdraw from or cancel the contract if we are responsible for said breach of duty. A free right of cancellation for the Buyer (in particular in accordance with Sections 650, 648 German Civil Code (BGB)) is hereby excluded. In all other respects, statutory requirements and legal consequences shall apply.
Section 9 Statute of limitations
(1) Contrary to Section 438 Para.1 No. 3 and Section 634a No. 1 and 3 German Civil Code (BGB), the general limitation period for claims from material and legal defects when Goods are ordered and/or delivered is one year from delivery and if the contract covers the assembly, installation and/or maintenance of Systems one year from acceptance. If acceptance has been agreed when Goods are ordered and/or delivered, the statute of limitations begins with acceptance; this does not affect Section 479 German Civil Code (BGB).
The limitation periods above shall also apply to any contractual and non-contractual claims for damages made by the Buyer that are based upon a defect in the Goods, unless the application of the regular, statutory period of limitation (Sections 195, 199 German Civil Code (BGB)) would result in a shorter period of limitation in that specific instance. Claims for damages by the Buyer in accordance with Section 8 Para.2 as well as under the German Product Liability Act (Produkthaftungsgesetz), however, only expire in accordance with the statutory limitation periods.
Section 10 Right of inspection, Completing assembly, installation and/or maintenance of Systems
(1) Unless it can be proven that the confidentiality or other important interests of the Buyer are impeded, we may, after prior notification, inspect the Systems manufactured and processed by us in the Buyer's company, take note of the operating results and show the system to our interested parties.
(2) If the contract covers the assembly, installation and/or maintenance of Systems, the Buyer has to, at his own expense, provide an auxiliary team such as labourers and, if necessary, other skilled workers with the tools they require in the required number, as well as all earthworks and bedding, chiselling, scaffolding, plastering, painting and other non-sector ancillary work, including the necessary building materials, operating power and water, including the necessary connections up to the point of use, heating and general lighting and, in the case of installation works, to provide sufficiently large, suitable dry and lockable rooms for the storage of machine parts, apparatus, materials , tools, etc. and work and recreation rooms for use by installation staff, including appropriate sanitary facilities, and to provide them all in good time. Protective clothing and protective devices that are required due to special circumstances at the installation site and are not customary for us as the contractor are also to be provided at the Buyer's expense.
(3) In addition, to protect our own property and property of our installation staff on the construction site, the Buyer must take the measures that he would take to protect his own property and property.
(4) Before installation work begins, the Buyer shall automatically make available any information required concerning the location of concealed electric power, gas and water lines or similar installations as well as any structural data needed.
(5) The Buyer undertakes to certify the work performed by the respective installers and our assembly personnel, either on a daily or weekly basis, as stipulated by us. He also confirms the completion of the installation or assembly on the forms provided by us.
(6) The Buyer bears the costs of the proper, environmentally-friendly disposal of built-in parts and components that have to be removed or replaced.
Section 11 Data backup/Data loss
(1) The Buyer is obliged to adequately protect himself against data loss. This includes, in particular, reasonable and comprehensive data backups using the latest technology in order to prevent data loss.
(2) As both installing software and also modifying installed software poses the risk of data loss, the Buyer is obliged to take precautions against data loss by means of a comprehensive data backup before reinstalling or changing the installed software.
Section 12 Obligations to cooperate
The Buyer will provide the necessary data, in particular the data to be entered, in a timely manner and in digital form. Insofar as we provide the Buyer with drafts and/or test versions, giving a reasonable period for checking their correctness and integrity, these shall be deemed approved upon expiry of the deadline if we do not receive any requests for changes. The Buyer is responsible for sufficient resources and information within the scope of his obligation to cooperate. He/She will ensure the availability of the required number of competent technical and IT employees and ensure sufficient computer capacity such as memory, processor performance and cable capacity. If it is necessary, the Buyer provides a test environment (hardware with the current operating system, server and software versions that will be used later). The Buyer is also responsible for unobstructed operation of remote maintenance and servicing equipment, in particular stable data lines and interfaces. Insofar as errors or impairments of functionality occur there or in our service, the Buyer will inform us immediately, stating the time, error specification, name and contact data (phone, email) of the person reporting the error and the responsible employee.
Section 13 Maintenance and system update contracts
If our services are provided as part of maintenance and system update work, in the absence of other written agreements, the following applies in addition to Section 1 to Section 12 of these B2B-T&Cs:
(1) We only perform installation, instruction and training services if this has been agreed in writing.
(2) Requests for changes and additions must only be considered if they are technically necessary to achieve the purpose of the contract. In addition, a separate order is required which we are free to accept.
(3) Insofar as we or partner companies trained and authorised by us have been contracted to monitor and protect against unauthorised access, it is agreed and recognised that, based on current technology, 100%i monitoring and security against unauthorised access cannot be guaranteed. The provisions in Section 8 of these Terms & Conditions remain unaffected.
(4) Non-standardised services are provided according to customer requirements and specifications, taking into account technical options and the specifications agreed in this way. Standardised services take into account such information and specifications, insofar as they can be integrated as standard.
(5) We are entitled to use subcontractors to fulfil our contractual obligations.
Section 14 Data protection
Insofar as the Buyer provides us with data in connection with the conclusion of a contract and other legal relationships, the order and/or the delivery of Goods and/or the assembly, installation and/or maintenance of a System and these are processed, used or subsequently collected by us, we adhere to the applicable statutory data protection regulations.
The processing, use or subsequent collection of the data takes place according to the following principles:
(1) For all contractual relationships, as well as quotations, acceptance of quotations and order confirmations, we collect the following information from the Buyer:
• Title, first name, surname,
• Date of birth
• Date of birth
• A valid email address,
• Address,
• Telephone number (landline and/or mobile)
• Information that is needed to execute the order
This data is collected,
• to be able to identify the Buyer;
• to provide the Buyer with the respective contractual services from us;
• to correspond with the Buyer;
• for invoicing;
• to settle any liability claims that may exist and to assert any claims against the Buyer.
Data is processed at the request of the Buyer and, in accordance with Art. 6 Para 1 Sentence 1 b GDPR, is required for the stated purposes for the appropriate processing of the order and for the mutual fulfilment of obligations arising from the contractual relationship.
The personal data collected by us for processing the order will be stored until the statutory deadline to retain it expires and then deleted unless we are obliged to retain it longer in accordance with Art. 6 Para. 1 Sentence 1 c GDPR due to tax and commercial storage and documentation regulations (as laid out in the German Commercial Code (HGB), German Penal Code (StGB) or the German Taxation Regulations (AO)) or the Buyer has given us consent to retain the data longer than stipulated in Art. 6 Para. 1 Sentence 1 a GDPR.
(2) Buyer's personal data will not be passed on to third parties for purposes other than those listed below. Insofar as this is required pursuant to Art. 6 Para. 1 Sentence 1 b GDPR for the processing of contractual relationships with the Buyer, personal data will be passed on to third parties. This includes, in particular, passing it on to staff who work on our behalf but are employed by other companies we work with for the purpose of correspondence and executing the order. The data passed on may only be used by the third party for the purposes mentioned.
(3) The Buyer has the right:
• in accordance with Art. 7 Para. 3 GDPR, to revoke the consent given to the company at any time. As a result, the company will no longer be allowed to continue processing data based on this consent in the future;
• to request information about the Customer's personal data processed by us in accordance with Art. 15 GDPR. In particular, the Buyer may obtain information about the purposes of processing; the category of personal data; the categories of recipients to whom the Buyer's data has been or will be disclosed; the planned retention period; the existence of a right to correction, deletion, restriction of processing or objection; the existence of a right of appeal; the origin of the Buyer's data, if not collected by the company; the existence of automated decision-making including profiling and, where appropriate, meaningful information about the details of the above;
• to immediately request the correction or completion of the Buyer's personal data stored by us in accordance with Art. 16 GDPR;
• to request the deletion of the Buyer's personal data stored by us in accordance with Art. 17 GDPR, unless processing is necessary to exercise the right to freedom of expression and information, to fulfil a legal obligation, for reasons of public interest or to assert, exercise or defend legal claims;
• to demand that the processing of the Buyer's personal data is restricted in accordance with Art. 18 GDPR, insofar as the correctness of the data is disputed by the Buyer, the processing is unlawful, but the Buyer refuses to delete it and we no longer need the data, but the Buyer requires this to assert, exercise or defend legal claims or the Buyer has objected to processing in accordance with Art. 21 GDPR;
• pursuant to Art. 20 GDPR, to receive the Buyer's personal data that has been provided to us in a structured, current and machine-readable format or to request its transfer to another responsible person and
• to complain to a supervisory authority in accordance with Art. 77 GDPR. As a rule, the Buyer can contact the supervisory authority responsible for his/her usual place of residence or work, or our company headquarters.
(4) If the Buyer's personal data is processed based on legitimate interests as per Art. 6 Para. 1, Sentence 1 f GDPR, the Buyer has the right, pursuant to Art. 21 GDPR, to object to the processing of his/her personal data if there are reasons for this that arise from his/her particular situation.
If the Buyer would like to make use of his/her right to object, all that is needed is an email to: info@martin-elektrotechnik.de
(5) This privacy policy applies to data processing by:
Martin Elektrotechnik GmbH
Dr.-Gartenhof-Str. 4
D-97769 Bad Brückenau
Telephone: +49 (0)97 41 15 00
Fax: +49 (0) 97 41 53 43
Email: info@martin-elektrotechnik.de
Internet: www.martin-elektrotechnik.de
Section 15 Choice of law and place of jurisdiction
(1) The law of the Federal Republic of Germany shall apply to these B2B-T&Cs and to the contractual relationship between us and the Buyer, to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(2) If the Buyer is a business as defined in the German Commercial Code, a legal entity under public law, or a special public fund, the exclusive jurisdiction for any disputes arising, nationally or internationally, directly or indirectly under this contract shall be our headquarters in Bad Brückenau. The same applies if the Buyer is a business, as defined in Section 14 German Civil Code (BGB). However, we shall in all cases also be entitled to bring an action under these B2B-T&Cs or any overriding individual agreement at the delivery obligation's place of performance , or at the general place of jurisdiction of the Buyer. Statutory provisions which have precedence, in particular regarding exclusive jurisdictions, remain unaffected.
Section 16 Partial ineffectiveness of our provisions
The ineffectiveness of individual provisions or clauses does not affect the effectiveness of the remaining provisions of these general terms and conditions of sale. Insofar as the contract or these General Terms and Conditions of Sale contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes, which the contractual partners would have agreed according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale, if the Buyer had known of the loopholes.
Updated May 2021
General B2C terms and conditions
Webshop terms and conditions for Martin Elektrotechnik GmbH customers
Section 1 Scope, Definitions
(1) For the business relationship between the web shop provider Martin Elektrotechnik GmbH, Dr.-Gartenhof-Str. 4, D-97769 Bad Brückenau (hereinafter referred to as the "Supplier") and the customer (hereinafter referred to as the "Customer") via the webshop on the website www.martin-elektrotechnik.de, the following general terms and conditions apply exclusively in the version valid at the time of the order. Any conditions imposed by the Customer that deviate from these terms will not be recognised unless the Supplier agrees to them in writing. These terms and conditions can be found at www.martin-elektrotechnik.de .
(2) The Customer is a consumer, as long as the purpose of the deliveries and services ordered cannot be attributed to the Consumer's commercial or independent professional activity. In contrast, a Business is any natural or legal person or legal partnership who, on conclusion of the contract, exercises their commercial or independent professional activity.
Section 2 Conclusion of the contract
(1) The Customer can choose products from the Supplier's range, esp. so-called guardian angel systems or savings controls and collect them in a so-called shopping cart using the "add to shopping cart" button. By pressing the "Confirm order!" button, he/she crates a binding contract to buy the goods in the shopping cart. The Customer can change and view the data at any time before submitting the order. The order may only be submitted and transmitted after the Customer accepts these terms and conditions by clicking on the button "Accept T&Cs", thereby making them a part of the order.
(2) The Supplier then sends the Customer an automatic acknowledgment of receipt by email, in which the Customer's order is listed again and which the Customer can print out using the "print" function. The automatic acknowledgment of receipt merely documents that the Customer's order has been received by the Supplier and does not constitute acceptance of the order. The contract is not concluded until the Supplier submits an acceptance declaration, which is sent in a separate email (Order Confirmation). In this email or in a separate email, but no later than upon delivery of the goods, the contract text (consisting of the Order, Terms and Conditions and Order Confirmation) will be sent to the Customer in a durable medium (email or hard copy) by us (Contract Confirmation). The text of the contract will be stored in compliance with data protection legislation.
(3) The Contract is concluded in German.
Section 3 Delivery, availability of goods
(1) The delivery times indicated by us are calculated from the date we accept the order, assuming payment of the purchase price has been made in advance. If no delivery time or no different delivery time is specified for the goods in our online shop, it will be within 14 days.
(2) If any of the selected products are not available at the time the Customer places an order, the Supplier will inform the Customer immediately in the order confirmation email. If the product is permanently out of stock, the Supplier will not issue an acceptance declaration. In such cases, a contract is not concluded.
(3) If the product ordered is only temporarily unavailable, the Supplier will likewise immediately inform the Customer in the order confirmation.
(4) The following delivery restrictions apply: The Supplier only delivers to Customers who are ordinarily resident (billing address) in one of the following countries and who can provide a delivery address in the same country: Germany, Austria and Switzerland.
Section 4 Retention of title
Until full payment has been made, any goods delivered remain the Supplier's property.
Section 5 Prices and shipping costs
(1) All prices shown on the Supplier's website include the applicable statutory Value Added Tax.
(2) Shipping costs can be seen by the Customer on the order page and are to be borne by the Customer, as far as the Customer does not exercise their right of cancellation.
(3) All orders are dispatched by mail via DPD. Any shipping risks are borne by the Supplier if the Customer is a consumer.
(4) In the event of cancellation, the Customer shall bear the direct costs of returning the shipment.
Section 6 Payment terms
(1) The Customer can pay in advance.
(2) Payment of the purchase price is due immediately upon conclusion of the contract. If a calendar date has been specified for payment, the Customer will be in default if the deadline is not observed. In this case, the Customer must pay the Supplier default interest at the rate of 5 percentage points above the base rate.
(3) The Customer's obligation to pay default interest includes the right of further claims for damages by the Supplier.
Section 7 Warranty for Defects, Guarantee
(1) The Supplier is liable for defects in accordance with the applicable statutory provisions, in particular Section 434 onwards of the German Civil Code (BGB). The warranty period for items delivered by the Supplier to businesses is 12 months.
(2) An additional guarantee for the goods sold and shipped directly from the Supplier only exists if this is explicitly stated in the order confirmation covering the respective products.
Section 8 Liability
(1) No Customer claims for damages are permitted. This excludes Customer claims for damages resulting from injury to life, limb, health or from the breach of essential obligations (cardinal obligations), as well as liability for other damages caused by an intentional or grossly negligent breach of duty by the Supplier, their legal representatives or agents. Essential contractual obligations are those which must be fulfilled to achieve the objective of the contract.
(2) Where essential obligations are breached, the Supplier is only liable for typical, foreseeable damages if these were caused by simple negligence, unless the Customer's claim is for damages resulting from injury to life, limb, or health.
(3) The restrictions of para. 1 and 2 also apply to the Supplier's legal representatives and vicarious agents if claims are made directly against them.
(4) The limitations of liability resulting from para. 1 and 2 do not apply if the Supplier maliciously concealed the defect or assumed a guarantee for the item's quality. The same shall apply if the Supplier and the Customer have reached an agreement on the nature of the item. The provisions of the German Product Liability Act (Produkthaftungsgesetz) remain unaffected.
Section 9 Cancellation policy
(1) Consumers generally have a statutory right of cancellation in distance selling transactions, a right which the Supplier must notify them as per the statutory provisions. The exceptions to the right of cancellation are set out in paragraph (2). A sample cancellation form can be found in section (3).
Cancellation policy
Cancellation rights
You have the right to cancel this contract within 14 days without specifying a reason.
The cancellation period is 14 days from the day on which you, or a third party designated by you who is not the carrier, take(s) possession of the goods.
To exercise your right of cancellation you must inform us,
Martin.Care GmbH
Dr.-Gartenhof-Str. 4
D-97769 Bad Brückenau
Telephone: +49 (0)97 41 15 00
Fax: +49 (0) 97 41 53 43
Email: info@martin.care
by sending a clear statement of your decision to cancel this contract (e.g., a letter sent by post, a fax or an email) . To do so, you can use the attached sample cancellation form, but it is not compulsory.
To comply with the cancellation period, it is sufficient to send the notification that you are exercising your right to cancel before the cancellation period expires.
Consequences of cancellation
If you cancel this contract, we will refund all payments we have received from you, including shipping costs (except for additional costs arising when you choose a way of delivery different from the most cost-efficient standard delivery offered by us), immediately and at the latest within fourteen days from the day we receive the notification of cancellation. The refund shall be issued using the same payment method which you provided for the original transaction, unless otherwise explicitly agreed with you; under no circumstances shall you be charged fees to process this refund.
We can delay the refund until we have received the goods, or you provide proof that the goods have been sent, whichever is earlier.
You must return or hand over the goods to us immediately, in any event no later than 14 days from the date on which you notified us that you were cancelling this contract. The deadline is deemed to be met if you send the goods back before the 14-day period has expired.
You shall bear the direct costs of returning the goods.
You must only pay for any loss in value of the goods if this loss is due to handling that is not needed to check the goods' condition, properties and functionality.
End of the cancellation policy
(2) The right to cancel does not apply to contracts for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.
(3) The following example cancellation form is provided by the Supplier as per statutory provisions:
Sample Cancellation Form
(If you would like to cancel the Contract, please complete this form and send it back to us.)
To
Martin.Care GmbH
Dr.-Gartenhof-Str. 4
D-97769 Bad Brückenau
Telephone: +49 (0)97 41 15 00
Fax: +49 (0) 97 41 53 43
Email: info@martin.care
I/we (*) hereby give notice that I/we (*) are cancelling my/our (*) contract
for the purchase of the following goods (*)
Ordered on (*)/received on (*)
Name of the Customer(s)
Address of the Customer(s)
Signature of the Customer(s) (only required for mailed or faxed messages)
Date
(*) Please delete as applicable
Section 10 Data protection
Insofar as Customers provide us with data in connection with placing an order and this is processed, used or subsequently collected by us, we adhere to the applicable statutory data protection regulations.
The processing, use or subsequent collection of the data takes place according to the following principles:
(1) For all contractual relationships, as well as quotations, acceptance of quotations and order confirmations, we collect the following information from the Customer:
• Title, first name, surname,
• Date of birth
• Date of birth
• A valid email address,
• Address,
• Telephone number (landline and/or mobile)
• Information that is needed to execute the order
This data is collected,
• to identify the Customer;
• to provide the Customer with the respective contractual services from us;
• to correspond with the Customer;
• for invoicing;
• to settle any liability claims that may exist and to assert any claims against the Customer.
Data is processed at the request of the Customer and, in accordance with Art. 6 Para 1 Sentence 1 b GDPR, is required for the stated purposes for the appropriate processing of the order and for the mutual fulfilment of obligations arising from the contractual relationship.
The personal data collected by us for processing the order will be stored until the statutory deadline to retain it expires and then deleted unless we are obliged to retain it longer in accordance with Art. 6 Para. 1 Sentence 1 c GDPR due to tax and commercial storage and documentation regulations (as laid out in the German Commercial Code (HGB), German Penal Code (StGB) or the German Taxation Regulations (AO)) or the Customer has given us consent to retain the data longer than stipulated in Art. 6 Para. 1 Sentence 1 a GDPR.
(2) Customer's personal data will not be passed on to third parties for purposes other than those listed below. Insofar as this is required pursuant to Art. 6 Para. 1 Sentence 1 b GDPR for the processing of contractual relationships with the Customer, personal data will be passed on to third parties. This includes, in particular, passing it on to staff who work on our behalf but are employed by other companies we work with for the purpose of correspondence and executing the order. The data passed on may only be used by the third party for the purposes mentioned.
(3) The Customer has the right:
• in accordance with Art. 7 Para. 3 GDPR, to revoke the consent given to the company at any time. As a result, the company will no longer be allowed to continue processing data based on this consent in the future;
• to request information about the Customer's personal data processed by us in accordance with Art. 15 GDPR. In particular, the Customer may obtain information about the purposes of processing; the category of personal data; the categories of recipients to whom the Customer's data has been or will be disclosed; the planned retention period; the existence of a right to correction, deletion, restriction of processing or objection; the existence of a right of appeal; the origin of the Customer's data, if not collected by the company; the existence of automated decision-making including profiling and, where appropriate, meaningful information about the details of the above;
• to immediately request the correction or completion of the Customer's personal data stored by us in accordance with Art. 16 GDPR;
• to request the deletion of the Customer's personal data stored by us in accordance with Art. 17 GDPR, unless processing is necessary to exercise the right to freedom of expression and information, to fulfil a legal obligation, for reasons of public interest or to assert, exercise or defend legal claims;
• to demand that the processing of the Customer's personal data is restricted in accordance with Art. 18 GDPR, insofar as the correctness of the data is disputed by the Customer, the processing is unlawful, but the Customer refuses to delete it and we no longer need the data, but the Customer requires this to assert, exercise or defend legal claims or the Customer has objected to processing in accordance with Art. 21 GDPR;
• pursuant to Art. 20 GDPR, to receive the Customer's personal data that has been provided to us in a structured, current and machine-readable format or to request its transfer to another responsible person;
• to complain to a supervisory authority in accordance with Art. 77 GDPR. As a rule, the Customer can contact the supervisory authority responsible for his/her usual place of residence or work, or our company headquarters.
If the Customer's personal data is processed based on legitimate interests as per Art. 6 Para. 1, Sentence 1 f GDPR, the Customer has the right, pursuant to Art. 21 GDPR, to object to the processing of his/her personal data if there are reasons for this that arise from his/her particular situation.
If the Customer would like to make use of his/her right to object, all that is needed is an email to: info@martin-elektrotechnik.de
(5) This privacy policy applies to data processing by:
Martin.Care GmbH
Dr.-Gartenhof-Str. 4
D-97769 Bad Brückenau
Telephone: +49 (0)97 41 15 00
Fax: +49 (0) 97 41 53 43
Email: info@martin.care
Internet: www.martin-elektrotechnik.de
Section 11 Final provisions
(1) For agreements between the Supplier and the Customer, the law of the Federal Republic of Germany shall apply under exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory rules limiting the choice of law and the applicability of mandatory provisions, in particular of the state in which the Customer as a consumer has his usual residence, remain unaffected.
Provided that the Customer is a business, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Supplier is the Supplier's main office.
(3) Even if individual provisions are or become legally invalid, the Agreement shall remain binding in its remaining parts. Statutory provisions, if available, shall replace the ineffective provisions. Insofar as this would constitute an unreasonable hardship for one of the contracting parties, the Contract as a whole shall, however, become invalid.