LEGAL INFORMATION

EVOLUCE GmbH - GENERAL TERMS AND CONDITIONS OF BUSINESS § 1 General Provisions, Validity 1.1. Evoluce GmbH (hereinafter referred to as "Evoluce") is a company which specialises in the production and sale of media technology, in particular rear projection surfaces (foils and screens) for professional and semi-professional applications. 1.2. All deliveries, performance and offers by Evoluce shall be governed solely by the following Terms and Conditions unless otherwise agreed in writing. Any counter-confirmation submitted by the customer quoting his own terms and conditions is herewith expressly contradicted. These Terms and Conditions shall also apply even if Evoluce provides services to the customer without reservation, although Evoluce is aware that the customers terms and conditions are in conflict with or diverge from these Terms and Conditions. § 2 Offers / Confirmation of Order 2.1. All offers submitted by Evoluce are without obligation unless expressly specified by Evoluce as binding. Evoluce reserves the right to deliver reasonable technical deviations in form, colour and/or weight. 2.2. Unless otherwise agreed, all prices are quoted ex works, exclusive of taxes, packaging, insurance, freight, customs and all other expenses and outlay. 2.3. In case of any product improvements of modifications to models by Evoluces subcontractors, Evoluce reserves the right to deliver products which differ from those featured in its sales documents, offers and confirmation of order, provided that such deviations are reasonable for the customer. 2.4. All orders and verbal agreements must be confirmed in writing by Evoluce in order to be valid. Any objections to a confirmation of order must be submitted in writing immediately to reach Evoluce no later than within 8 days of the date of issue, and always before commencement of performance. Any objections filed after that date can be taken into account only if confirmed in writing by Evoluce. § 3 Terms of Payment 3.1. All payments must be made as agreed non-cash as a bank transfer, free of charge, to the bank account specified by Evoluce, without any deduction of discount for prompt payment. Payment by cheque is permissible only if this has been explicitly agreed. 3.2. Unless otherwise specified in the offer or confirmation of order, all payments must be made immediately after presentation of invoice without any deductions whatsoever. Payment dates shall be deemed observed if the payment amount is at the free disposal of Evoluce within the aforesaid period. After expiry of that period the customer shall immediately be deemed in default of payment. If the customer is a businessman, he shall be obliged to pay interest at a rate of 8 percentage points above the base interest rate on the money owed pursuant to Section 247 (1) German Civil Code [BGB] throughout the period of default. Evoluce reserves the right to prove and claim higher damage owing to default. 3.3. The customer shall be entitled to offset against Evoluces claims only if his own counterclaims, regardless of the legal grounds, have been established as final and conclusive in court or have been accepted by Evoluce. The customer shall be entitled to exercise a lien only if his counterclaim is based on the same contractual relationship. § 4 Deliveries 4.1. All delivery dates stated by Evoluce shall be binding only if confirmed in writing. 4.2. Acts of God and other incidents beyond Evoluces control which could obstruct the ordinary course of handling the order, in particular default in delivery or non-delivery by Evoluces own suppliers in the case of a congruent cover transaction, transport or operational disruptions, industrial action, material or energy shortages, shall entitle Evoluce to postpone delivery or to withdraw in full or in part from the agreement; this shall not constitute grounds for the customer to claim compensation. Evoluce shall be entitled to withdraw from the agreement only if delivery is not possible at a later date. In the foregoing cases, Evoluce shall inform the customer immediately that the goods are not available and, if Evoluce intends to withdraw from the agreement, shall immediately refund any counterperformance already rendered by the other party. 4.3. Evoluce is entitled to make part deliveries and issue part invoices. § 5 Shipping and Passing of Risk 5.1. Unless otherwise stated in the confirmation of order, all deliveries shall be effected "ex location", i.e. from Evoluces registered place of business. 5.2. The goods shall be shipped at the customers expense and - unless Evoluce has been otherwise instructed - to the customers address as stated in the order form. On request, Evoluce shall insure the goods against theft, breakage, damage in transit, fire and water damage and other insurable risks in the customers name and at the customers expense. Evoluce assumes no liability for effecting the cheapest and/or fastest shipping option. 5.3. If the customer is a businessman, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer on handover of the goods, in the case of a sale to a destination according to buyers instructions on delivery of the consignment to the forwarder, carriage company, or other person or institute entrusted with handling shipment. If the customer defaults in acceptance, this shall be deemed equivalent to handover of the goods. § 6 Warranties 6.1. The customer shall be entitled to file claims for defects if the customer has duly satisfied his obligations to examine the goods and notify Evoluce pursuant to Section 377 German Commercial Code [HGB]. The customer shall bear the full onus of proof in respect of all prerequisites for claims, in particular for the defect itself, for the date of identification of the defect and compliance with the deadline for notification of complaints. 6.2. If the customer is a businessman, Evoluce shall first fulfil its warranty obligations for defects in the goods at its own discretion by way of repair or replacement delivery. A replacement delivery shall be made only after Evoluce has received the defective goods. Evoluce shall bear the costs of return shipment, except the costs of shippable packaging. 6.3. If an attempted repair proves unsuccessful, the customer shall generally be entitled to demand at his discretion either reduction of the purchase price or cancellation of the agreement. The customer shall not be entitled to withdraw from the agreement in case of only slight breach of contract, in particular in the case of only minor defects. If the second attempt to remedy the defect is unsuccessful, the repair shall be deemed failed unless further attempts at repair are appropriate and the customer can reasonably be expected to tolerate such attempts. This shall not affect the statutory provisions governing the dispensability of stating a deadline. 6.4. The warranty period for business customers shall be one year as from delivery of the goods. This shall not affect the period of limitations for rights of recourse pursuant to Sections 478, 479 BGB. 6.5. If the customer receives faulty assembly instructions, Evoluce shall be obliged only to supply correct assembly instructions, and only if the fault in the assembly instructions prevents correct assembly of the goods. 6.6. Evoluce does not issue any guarantees in the legal sense. This does not affect its warranty in the capacity of manufacturer. § 7 Liability Evoluce shall be liable in accordance with the statutory provisions in cases of intent or gross negligence on the part of Evoluce itself, its representatives or any agents employed in performance of Evoluces obligations. Evoluce shall otherwise be liable only pursuant to the provisions of the Product Liability Act, owing to injury to life, limb or health, or owing to the culpable infringement of material contractual obligations. Claims for compensation for the infringement of material contractual obligations shall, however, limited to the typical foreseeable damage in connection with such contracts. Evoluces liability shall also be limited to the typical foreseeable damage in connection with such contracts in cases of gross negligence except in the exceptional cases stated in the above sentence 2 of this paragraph. § 8 Retention of Title 8.1. Until satisfaction of all claims (including all outstanding claims from current account) to which Evoluce is entitled on any legal grounds whatsoever against the customer now or in future, Evoluce shall be granted the following security, which Evoluce shall release on demand at its discretion provided that the value of the securities permanently exceeds the value of the claims by more than 20%. 8.2. The goods shall remain the property of Evoluce until full satisfaction of all claims. Any commingling, processing or transformation of the goods shall always be deemed effected on behalf of Evoluce as manufacturer, but without obligation for Evoluce. If Evoluces (co-)ownership in the goods lapses owing to combination with other goods, the parties already agree as of now that the customers (co-)ownership of the object resulting from such combination shall pass to Evoluce on a pro rata basis in accordance with the invoice amount. The customer shall protect Evoluces (co-) ownership free of charge. Any goods in which Evoluce is entitled to (co-)ownership are referred to hereinafter as reserved goods. 8.3. The customer shall be entitled to process and sell reserved goods in the ordinary course of business, as long as he is not in default. The goods may neither be pledged nor assigned as security. As of now, the customer already assigns to Evoluce in full by way of security all claims to which the customer is entitled from any resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all outstanding claims from current account). In order to safeguard its payment claims, Evoluce shall be entitled to disclose that assignment at any time. Until further notice, Evoluce authorises the customer to collect the claims which have been assigned to Evoluce in the customers own name and for Evoluces account. The foregoing authorisation can be revoked only if the customer fails to duly satisfy his payment obligations. 8.4. In case of any seizure of reserved goods by a third party, the customer shall advise the third party of Evoluces title to the goods and notify Evoluce immediately. The customer shall be responsible for all expenses and damage sustained in that connection. The customer shall store the reserved goods separately from his other property and shall label them as reserved goods. 8.5. In case of breach of contract on the part of the customer - in particular default in payment - Evoluce shall be entitled to withdraw from the agreement and to demand restitution of the reserved goods. § 9 Closing Provisions 9.1. All transactions shall be governed solely by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and all other bi- or multinational conventions on purchase transactions. 9.2. If the customer is a registered merchant, legal entity under public law or special asset under public law, sole legal venue for any and all disputes arising from or in connection with this agreement shall be Evoluces registered office. The foregoing provision shall also apply if the customer does not have any general legal domicile in Germany or if the customers place of residence or habitual abode is unknown at the time of filing the action. Evoluce shall also be entitled to sue the customer at a court which has jurisdiction over the customers registered office or a branch office of the customer. 9.3. Should any individual provisions of any agreement concluded on the basis of these General Terms and Conditions or any individual provision of these General Terms and Conditions be or become invalid now or in future, this shall not affect the validity of the remaining provisions. In that case, the parties shall be obliged to replace the invalid provision by a valid provision which comes as close as possible to the economic purpose of the invalid provision.
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ADDRESS Evoluce GmbH Keltenstr. 14 84092 Bayerbach Germany
CONTACT Email: info@evoluce.com Phone: +49 (0)89 -  215 462 188
© EVOLUCE 2016
Company About us Customers Partners Legal Information

LEGAL INFORMATION

EVOLUCE GmbH - GENERAL TERMS AND CONDITIONS OF BUSINESS § 1 General Provisions, Validity 1.1. Evoluce GmbH (hereinafter referred to as "Evoluce") is a company which specialises in the production and sale of media technology, in particular rear projection surfaces (foils and screens) for professional and semi- professional applications. 1.2. All deliveries, performance and offers by Evoluce shall be governed solely by the following Terms and Conditions unless otherwise agreed in writing. Any counter-confirmation submitted by the customer quoting his own terms and conditions is herewith expressly contradicted. These Terms and Conditions shall also apply even if Evoluce provides services to the customer without reservation, although Evoluce is aware that the customers terms and conditions are in conflict with or diverge from these Terms and Conditions. § 2 Offers / Confirmation of Order 2.1. All offers submitted by Evoluce are without obligation unless expressly specified by Evoluce as binding. Evoluce reserves the right to deliver reasonable technical deviations in form, colour and/or weight. 2.2. Unless otherwise agreed, all prices are quoted ex works, exclusive of taxes, packaging, insurance, freight, customs and all other expenses and outlay. 2.3. In case of any product improvements of modifications to models by Evoluces subcontractors, Evoluce reserves the right to deliver products which differ from those featured in its sales documents, offers and confirmation of order, provided that such deviations are reasonable for the customer. 2.4. All orders and verbal agreements must be confirmed in writing by Evoluce in order to be valid. Any objections to a confirmation of order must be submitted in writing immediately to reach Evoluce no later than within 8 days of the date of issue, and always before commencement of performance. Any objections filed after that date can be taken into account only if confirmed in writing by Evoluce. § 3 Terms of Payment 3.1. All payments must be made as agreed non-cash as a bank transfer, free of charge, to the bank account specified by Evoluce, without any deduction of discount for prompt payment. Payment by cheque is permissible only if this has been explicitly agreed. 3.2. Unless otherwise specified in the offer or confirmation of order, all payments must be made immediately after presentation of invoice without any deductions whatsoever. Payment dates shall be deemed observed if the payment amount is at the free disposal of Evoluce within the aforesaid period. After expiry of that period the customer shall immediately be deemed in default of payment. If the customer is a businessman, he shall be obliged to pay interest at a rate of 8 percentage points above the base interest rate on the money owed pursuant to Section 247 (1) German Civil Code [BGB] throughout the period of default. Evoluce reserves the right to prove and claim higher damage owing to default. 3.3. The customer shall be entitled to offset against Evoluces claims only if his own counterclaims, regardless of the legal grounds, have been established as final and conclusive in court or have been accepted by Evoluce. The customer shall be entitled to exercise a lien only if his counterclaim is based on the same contractual relationship. § 4 Deliveries 4.1. All delivery dates stated by Evoluce shall be binding only if confirmed in writing. 4.2. Acts of God and other incidents beyond Evoluces control which could obstruct the ordinary course of handling the order, in particular default in delivery or non-delivery by Evoluces own suppliers in the case of a congruent cover transaction, transport or operational disruptions, industrial action, material or energy shortages, shall entitle Evoluce to postpone delivery or to withdraw in full or in part from the agreement; this shall not constitute grounds for the customer to claim compensation. Evoluce shall be entitled to withdraw from the agreement only if delivery is not possible at a later date. In the foregoing cases, Evoluce shall inform the customer immediately that the goods are not available and, if Evoluce intends to withdraw from the agreement, shall immediately refund any counterperformance already rendered by the other party. 4.3. Evoluce is entitled to make part deliveries and issue part invoices. § 5 Shipping and Passing of Risk 5.1. Unless otherwise stated in the confirmation of order, all deliveries shall be effected "ex location", i.e. from Evoluces registered place of business. 5.2. The goods shall be shipped at the customers expense and - unless Evoluce has been otherwise instructed - to the customers address as stated in the order form. On request, Evoluce shall insure the goods against theft, breakage, damage in transit, fire and water damage and other insurable risks in the customers name and at the customers expense. Evoluce assumes no liability for effecting the cheapest and/or fastest shipping option. 5.3. If the customer is a businessman, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer on handover of the goods, in the case of a sale to a destination according to buyers instructions on delivery of the consignment to the forwarder, carriage company, or other person or institute entrusted with handling shipment. If the customer defaults in acceptance, this shall be deemed equivalent to handover of the goods. § 6 Warranties 6.1. The customer shall be entitled to file claims for defects if the customer has duly satisfied his obligations to examine the goods and notify Evoluce pursuant to Section 377 German Commercial Code [HGB]. The customer shall bear the full onus of proof in respect of all prerequisites for claims, in particular for the defect itself, for the date of identification of the defect and compliance with the deadline for notification of complaints. 6.2. If the customer is a businessman, Evoluce shall first fulfil its warranty obligations for defects in the goods at its own discretion by way of repair or replacement delivery. A replacement delivery shall be made only after Evoluce has received the defective goods. Evoluce shall bear the costs of return shipment, except the costs of shippable packaging. 6.3. If an attempted repair proves unsuccessful, the customer shall generally be entitled to demand at his discretion either reduction of the purchase price or cancellation of the agreement. The customer shall not be entitled to withdraw from the agreement in case of only slight breach of contract, in particular in the case of only minor defects. If the second attempt to remedy the defect is unsuccessful, the repair shall be deemed failed unless further attempts at repair are appropriate and the customer can reasonably be expected to tolerate such attempts. This shall not affect the statutory provisions governing the dispensability of stating a deadline. 6.4. The warranty period for business customers shall be one year as from delivery of the goods. This shall not affect the period of limitations for rights of recourse pursuant to Sections 478, 479 BGB. 6.5. If the customer receives faulty assembly instructions, Evoluce shall be obliged only to supply correct assembly instructions, and only if the fault in the assembly instructions prevents correct assembly of the goods. 6.6. Evoluce does not issue any guarantees in the legal sense. This does not affect its warranty in the capacity of manufacturer. § 7 Liability Evoluce shall be liable in accordance with the statutory provisions in cases of intent or gross negligence on the part of Evoluce itself, its representatives or any agents employed in performance of Evoluces obligations. Evoluce shall otherwise be liable only pursuant to the provisions of the Product Liability Act, owing to injury to life, limb or health, or owing to the culpable infringement of material contractual obligations. Claims for compensation for the infringement of material contractual obligations shall, however, limited to the typical foreseeable damage in connection with such contracts. Evoluces liability shall also be limited to the typical foreseeable damage in connection with such contracts in cases of gross negligence except in the exceptional cases stated in the above sentence 2 of this paragraph. § 8 Retention of Title 8.1. Until satisfaction of all claims (including all outstanding claims from current account) to which Evoluce is entitled on any legal grounds whatsoever against the customer now or in future, Evoluce shall be granted the following security, which Evoluce shall release on demand at its discretion provided that the value of the securities permanently exceeds the value of the claims by more than 20%. 8.2. The goods shall remain the property of Evoluce until full satisfaction of all claims. Any commingling, processing or transformation of the goods shall always be deemed effected on behalf of Evoluce as manufacturer, but without obligation for Evoluce. If Evoluces (co-)ownership in the goods lapses owing to combination with other goods, the parties already agree as of now that the customers (co-)ownership of the object resulting from such combination shall pass to Evoluce on a pro rata basis in accordance with the invoice amount. The customer shall protect Evoluces (co-) ownership free of charge. Any goods in which Evoluce is entitled to (co-)ownership are referred to hereinafter as reserved goods. 8.3. The customer shall be entitled to process and sell reserved goods in the ordinary course of business, as long as he is not in default. The goods may neither be pledged nor assigned as security. As of now, the customer already assigns to Evoluce in full by way of security all claims to which the customer is entitled from any resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all outstanding claims from current account). In order to safeguard its payment claims, Evoluce shall be entitled to disclose that assignment at any time. Until further notice, Evoluce authorises the customer to collect the claims which have been assigned to Evoluce in the customers own name and for Evoluces account. The foregoing authorisation can be revoked only if the customer fails to duly satisfy his payment obligations. 8.4. In case of any seizure of reserved goods by a third party, the customer shall advise the third party of Evoluces title to the goods and notify Evoluce immediately. The customer shall be responsible for all expenses and damage sustained in that connection. The customer shall store the reserved goods separately from his other property and shall label them as reserved goods. 8.5. In case of breach of contract on the part of the customer - in particular default in payment - Evoluce shall be entitled to withdraw from the agreement and to demand restitution of the reserved goods. § 9 Closing Provisions 9.1. All transactions shall be governed solely by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and all other bi- or multinational conventions on purchase transactions. 9.2. If the customer is a registered merchant, legal entity under public law or special asset under public law, sole legal venue for any and all disputes arising from or in connection with this agreement shall be Evoluces registered office. The foregoing provision shall also apply if the customer does not have any general legal domicile in Germany or if the customers place of residence or habitual abode is unknown at the time of filing the action. Evoluce shall also be entitled to sue the customer at a court which has jurisdiction over the customers registered office or a branch office of the customer. 9.3. Should any individual provisions of any agreement concluded on the basis of these General Terms and Conditions or any individual provision of these General Terms and Conditions be or become invalid now or in future, this shall not affect the validity of the remaining provisions. In that case, the parties shall be obliged to replace the invalid provision by a valid provision which comes as close as possible to the economic purpose of the invalid provision.
ADRESSE Anwaltskanzlei Herfurtner Theatinerstr. 11 Fünf Höfe 80333 München
KONTAKT Email: info@kanzlei-herfurtner.de Telefon: 089 - 710 42 23 47
© ANWALTSKANZLEI HERFURTNER 2015
NAVIGATION
TEILEN
ADDRESS Evoluce GmbH Keltenstr. 14 84092 Bayerbach Germany
CONTACT Email:  info@evoluce.com Telefon: +49 (0)89 -  215 462 188
© EVOLUCE 2016
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