I. General provisions, scope of application
- The deliveries, services and offers of Camozzi Automation GmbH (hereinafter referred to as Camozzi) are provided exclusively on the basis of these terms and conditions, which apply to all current and future business relationships, even if they are not explicitly agreed each time. By placing an order, the buyer declares that it is aware of these terms and conditions and agrees to them. Deviating, conflicting or supplementary general terms and conditions of business, even if known, do not become part of the contract even if Camozzi does not object to them, unless their validity is explicitly agreed to in writing.
- These General Terms and Conditions apply where contracts are concluded with entrepreneurs (in the exercise of their commercial or independent professional activity) or with legal entities under public law or special funds under public law.
II. Offer and the conclusion of a contract
- Camozzi’s offers are, unless explicitly stated otherwise, subject to change and non-binding. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are explicitly designated as binding. Camozzi reserves rights of ownership and copyrights to cost estimates, drawings and other documents; they must not be made available to third parties.
- In the absence of a special agreement, a contract arises upon the issuance of a written order confirmation by the supplier.
- Camozzi is entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivering the goods to the buyer. Information about goods and services provided by Camozzi only becomes part of the contract if it is contained in a binding offer, a written order confirmation or a written contract. Information and offers refer to normal standard quality and finish. General information about quality and execution should only be considered average values. Additional agreements and changes require written confirmation from Camozzi.
- Discrepancies between the invoice or delivery note and the goods actually delivered must be reported in writing by the buyer immediately, at the latest three days after receipt of the goods.
- In the case of custom-made products, excess or short deliveries of up to 10% are permissible and will be taken into account accordingly in the invoice.
- The conclusion of the contract is subject to correct and timely delivery by Camozzi's suppliers. This only applies in the event that Camozzi is not responsible for the non-delivery, in particular where a congruent covering transaction is concluded with Camozzi's supplier. The buyer shall be informed immediately of the non-availability of the service. The consideration will be refunded immediately.
- For products distributed by Camozzi the valid price list on the date of delivery will apply.
- The prices are ex works excluding packaging, transport, insurance and installation. Shipping costs and insurance costs according to Section V of these terms and conditions shall be borne by the client, unless a different written arrangement has been explicitly agreed. Transport costs, indicated in the order confirmation, will be calculated on a flat-rate basis. However, said costs may increase due to specific factors, such as but not limited to products’ dimensions, weights, etc. Transports including revision of the same will be at Customers’ charge.
If free shipping and packaging has been agreed, this shall only apply within Germany to the receiving station of the customer, excluding cartage and including our standard packaging. Additional costs due to a special mode of shipping requested by the customer (e.g. express delivery) shall be borne by the customer.
- For orders below EUR 50.00 (except spare parts and follow-up deliveries), a low-quantity surcharge of EUR 10.00 will be charged.
- The possible excess or short deliveries up to a maximum of 10% mentioned in Section II subsection 5 will be appropriately taken into account in the pricing.
- All prices are subject to the addition of the current statutory value added tax.
IV. Delivery conditions and transfer of risk
- Delivery dates or periods which are agreed either as binding or non-binding arrangements must be in writing.
- The delivery period shall commence with the dispatch of the order confirmation, but not before the customer has provided the necessary documents and approvals and not before receipt of an agreed down payment.
- The agreed delivery period is deemed to have been met if the consignments have left the warehouse or if they are ready for dispatch within the period and notification of this has been given to the buyer.
- The delivery obligation terminates if delivery becomes completely or partially impossible due to force majeure or other unforeseeable events. This also applies if these circumstances affect a supplier of Camozzi. In such cases, Camozzi has the option of either withdrawing from the contract or postponing delivery for the duration of the obstruction, plus a reasonable start-up period. In the latter case, the buyer is not entitled to withdraw orders, reject partial deliveries or assert claims for losses of any kind. Camozzi may only invoke the aforementioned circumstances if it has informed the customer without delay.
- In the case of collection the risk transfers to the buyer as soon as the consignment has left Camozzi's warehouse; otherwise, in the case of shipments, it transfers upon handover to the carrier or forwarding agent. This also applies if, by special agreement, the shipping costs are borne by Camozzi or if the shipment is performed using Camozzi’s vehicles.
- Should the shipment become impossible through no fault of Camozzi, the risk transfers to the buyer upon notification of readiness for shipment.
- Camozzi insures all deliveries against loss, theft or other transport damage at the expense of the customer, subject to any special instructions from the customer.
- It is the customer's duty to take the measures required under local law to be able to settle losses that arise due to transport.
- Camozzi’s invoices are payable within 14 days net.
- Deduction of an early payment discount is not permitted.
- If reminders become necessary after the expiry of the payment deadline, the costs incurred as a result will be charged to the customer.
- From the date of default Camozzi is entitled to charge interest on arrears at a rate of 9% over the current base interest rate of the European Central Bank.
- Camozzi is entitled, notwithstanding any provisions of the buyer to the contrary, to first credit payments to the buyer's older debts. If interest and costs have already been incurred, Camozzi shall be entitled to first credit the payment to the costs, then to the interest and finally to the main performance. Camozzi shall inform the buyer of the type of offsetting that has been carried out.
- If the customer does not meet its payment obligations, in particular if it does not honour a cheque or bill of exchange and suspends its payments or if Camozzi subsequently becomes aware of unfavourable circumstances concerning the financial circumstances or creditworthiness of the contractual partner, Camozzi shall be entitled to demand advance payment or the provision of security with regard to all other contracts and to withdraw from the contracts after a reasonable grace period and demand compensation for non-performance.
- The buyer is only entitled to set off if its counterclaims are undisputed or have been legally established. The buyer may only exercise a right of retention if its counterclaim is based on the same contractual relationship and the counterclaim is undisputed or legally established.
- Camozzi may demand advance payment from a buyer if, according to information from a bank, Schufa or similar institutions, punctual payment of the purchase price does not appear guaranteed. If, in such a situation, the buyer does not pay the purchase price within two weeks of Camozzi's request, Camozzi will be able to withdraw from the contract. Camozzi shall then be entitled to claim compensation for losses amounting to 25% of the agreed purchase price. The customer is entitled to provide proof that lower losses were incurred.
VII. Reservation of title
- The goods delivered by Camozzi remain the property of Camozzi until payment of the entire claim arising from the contractual relationship, in particular until settlement of any current account balance and, in the case of payment by cheque or bill of exchange, until they have been successfully honoured.
- If the buyer acts in breach of the contract, in particular in the event of late payment, Camozzi shall be entitled to take back the delivered item; the buyer must surrender it. Camozzi's repossession of the delivered item does not constitute withdrawal from the contract unless Camozzi has explicitly declared this in writing. In the event that the goods are processed or treated by the buyer or combined or mixed with third-party goods, Camozzi's retention of title shall also extend to those new goods or the resulting claims. Camozzi shall be considered the manufacturer in this respect and shall acquire ownership in accordance with sections 947, 948, 950 German Civil Code [BGB]. If the delivered item is processed with other items that do not belong to Camozzi, Camozzi shall acquire co-ownership of the new item in the ratio of the final invoice amount for the reserved goods to the other processed items at the time of processing.
- Until full payment of all claims, the goods may not be pledged, transferred by way of security or otherwise encumbered with third-party rights. Camozzi must be informed without delay by registered letter of any such access by third parties.
- The buyer may only resell the delivered goods – whether unprocessed, processed or combined – in the ordinary course of business and only if it is not in default.
- The buyer hereby assigns to Camozzi as a precautionary measure the claims to which it is entitled from reselling transactions or based on any other legal grounds with regard to the goods (including all current account balance claims). If in this case the buyer fails to meet its payment obligations, Camozzi shall be entitled to notify the buyer’s customers and demand payment to Camozzi, whereupon the buyer must immediately make available to Camozzi all evidence, documents and information required to assert that claim.
- Camozzi issues the buyer with a revocable authorisation to collect in its own name the claims assigned to Camozzi for its account. This collection authorisation may only be revoked if the buyer fails to properly meet its payment obligations.
- However, the consent to resale does not extend to sale to a third party which makes the assignment of the claims that it owes dependent on its consent.
- Camozzi undertakes to release the security to which it is entitled at the request of the buyer if it is no longer required – not only on a temporary basis – to secure the claims, and in particular if it exceeds for a sustained period the value of the secured claim by more than 20%.
- An application for the opening of insolvency proceedings shall entitle the supplier to withdraw from the contract and demand the immediate return of the delivered item.
- Camozzi does not provide a warranty for insignificant deviations due to manufacturing processes which do not affect either the external appearance or the functioning of the product.
- Camozzi guarantees that the goods delivered are free of significant manufacturing or material defects.
- The warranty is limited to repairs or replacement, according to Camozzi's choice. Should the repairs or replacement fail, the buyer shall be entitled to demand a reduction in the purchase price (abatement) or cancellation of the contract (rescission). However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the buyer shall not be entitled to withdraw from the contract. Replaced parts become the property of Camozzi.
- The buyer must notify Camozzi in writing without delay of any obvious defects, otherwise the exercise of warranty claims will be excluded. Timely dispatch suffices to comply with the deadline. The buyer bears the full burden of proof for all requirements associated with the claim, in particular for the defect itself, for the time when the defect was discovered and for the timeliness of the notification of defects.
- If the buyer chooses to withdraw from the contract due to a legal or material defect after failed supplementary performance, it shall not be entitled to any additional claim for compensation for losses due to the defect. If the buyer chooses compensation for losses after failed supplementary performance, the goods shall remain with the buyer if this is reasonable. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if Camozzi has maliciously caused the breach of contract. In the case of supplementary performance, the seller shall not be required to bear the additional costs arising from the transfer of the goods to a place other than the place of performance, insofar as this transfer is not necessary for the intended use of the goods.
- The warranty period is one year from the transfer of risk for the goods. The warranty is excluded for used products.
- As a matter of principle, only the manufacturer's product description shall be deemed agreed in regard to the quality of the goods. Public statements, recommendations or advertising of the manufacturer do not constitute an assurance of the contractual quality of the goods. If the buyer receives defective assembly instructions, Camozzi must only supply assembly instructions that are free of defects and only if the defect in the assembly instructions prevents proper assembly.
- No warranty is provided for damage that has occurred for the following reasons: unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, faulty processing, unsuitable building ground or chemical, electrochemical or electrical influences, unless they are attributable to a fault of Camozzi.
- After consulting with Camozzi, the buyer must give Camozzi the necessary time and opportunity to carry out all the repairs and replacement deliveries that Camozzi deems necessary at its own discretion. Camozzi shall otherwise be released from its liability for defects. The buyer shall only be entitled to rectify the defect itself or commission its rectification by third parties and to demand compensation from Camozzi for the necessary costs in urgent cases of imminent danger to operational safety and to prevent disproportionately high losses – in which case Camozzi must be notified without delay – or if Camozzi is in default with the rectification of the defect.
- Modifications or repairs carried out improperly by the buyer or third parties without the prior consent of Camozzi shall lead to the exclusion of liability and warranty.
IX. Limitations of liability
- Claims for damages arising from impossibility of performance, from a positive violation of a contractual duty, from culpa in contrahendo and from tort are excluded both against Camozzi and against its vicarious agents and assistants, except in the event of intentional action or gross negligence. This also applies to claims for losses due to non-performance, but only to the extent that compensation is demanded for indirect losses or consequential losses caused by a defect, unless the liability is based on an assurance that is intended to protect the buyer from the risk of such losses. Camozzi shall not be liable for breaches of insignificant contractual obligations due to minor negligence.
- With respect to merchants, however, in the case of gross negligence no compensation shall be paid for losses that are atypical for the contract and could not be foreseen at the time the contract was concluded, unless compensation is payable due to an assured characteristic.
- The aforementioned limitations of liability do not affect claims of the buyer arising from product liability. Furthermore, the limitations of liability do not apply in the case of attributable physical injury or damage to health or loss of the buyer’s life.
- Claims for compensation for losses of the buyer due to a defect shall become time-barred one year after acceptance of the goods. This does not apply if Camozzi can be accused of gross negligence or in the case of physical injury or damage to health attributable to Camozzi or in the event of loss of the buyer’s life.
X. Severability clause
Should individual provisions of the contract, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the other provisions. The wholly or partially invalid provision shall be replaced by a provision whose commercial outcome comes closest to that of the invalid provision.
XI. Place of performance and jurisdiction
- These terms and conditions and the entire legal relationship between Camozzi and its business partners are governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Sales Convention is excluded.
- The place of performance and place of jurisdiction for all disputes arising from the contractual relationship is Camozzi’s registered office. The same applies if the contractual partner moves its place of residence or habitual residence abroad after the contract is concluded or if its place of residence or habitual residence are unknown.
Camozzi Automation GmbH - Porschestraße 1 - 73095 Albershausen Stand 06/2022