Terms and Conditions of
K2 Systems GmbH
§ 1 Scope
(1) Unless explicitly agreed otherwise in writing, these general conditions
of service (General Conditions of Service) shall apply to all contracts
regarding our deliveries and services concluded by us with a customer
as well as pre-existing contractual obligations in this regard. Other terms
and conditions or purchasing terms shall not become the content of
the contract, even if we do not explicitly contradict them. This shall also
apply if we perform our services to the customer without any reservation
in awareness of contrary or deviating terms and conditions or these are
referred to in individual correspondence.
(2) Even if not explicitly referred to once again when similar contracts
are concluded in ongoing business relations, our General Conditions of
Service shall apply exclusively in the same version as those which can be
downloaded by the customer from (http://www.k2-systems.de/english/
gcs/) when placing an order, unless explicitly agreed otherwise in writing
between the contractual parties. The latest printed version of the General
Conditions of Service will be sent to the customer free of charge upon
(3) These General Conditions of Service shall not apply in relation to consumers
as defined by Section 13 of the German Civil Code Bürgerliches
§ 2 Conclusion of Contract, Offer Documents
(1) Our offers are subject to confirmation and non-binding, unless the
offer is declared in writing to be binding. The customer shall be bound by
statements in connection with the conclusion of a contract (contractual
offers) for two weeks.
(2) A legally binding relationship shall only come into existence through
a contract signed by both contractual parties or through our written
confirmation of the order, and moreover through commencement of
the performance of contractual services by us. We may demand written
confirmations of the customer’s verbal declarations of willingness to
enter into a contract.
(3) We reserve property rights and copyrights to illustrations, drawings,
calculations, tools and other documents. This also applies to written
documents which are designated as “confidential”. The customer shall
require our express written consent before passing these on to third
parties or their use for third parties.
§ 3 Subject Matter of the Contract, Warranties, Modifications to Services
(1) The scope, type and quality of the deliveries and services shall be
determined by the contract signed by both parties or by our confirmation
of the order or otherwise by our offer. Other information or requirements
shall only become an integral part of the contract if this is agreed in
writing by the contractual parties or we have confirmed them in writing.
Any subsequent modifications to the scope of services shall require written
agreement or our express written confirmation.
(2) Product descriptions, illustrations and technical data are specifications
of services, but do not constitute warranties. Any warranty must be explicitly
stated as such in writing. Where warranties are mentioned in offers,
these are exclusively our product warranties, which must be concluded
directly with us. Drawings, illustrations, measures, weights or other service
data shall only be binding if this is explicitly agreed in writing.
(3) We reserve the right to make minor modifications to services, insofar
as these modifications are of a minor nature, which can be reasonably
imposed on the customer. In particular, the customer must accept any
commercially customary deviations in quality, quantity, weight or other
deviations even if it refers to brochures, illustrations or pictures when
placing an order, unless these are explicitly agreed upon as a binding
§ 4 Time of Performance, Delays, Partial Performances, Place of Performance
(1) Any information about times of delivery and performance shall be
non-binding, unless referred to as binding by us in writing. All delivery
and performance periods shall be conditional on correct and punctual
availability of supplies and raw materials. Delivery periods shall commence
upon the sending of the confirmation of the order by us, but not
before all commercial and technical matters between the customer and
ourselves have been clarified and the customer has fulfilled all duties
incumbent on it (e.g. provision of all necessary official authorisations or
payment of agreed down payments).
(2) Delivery and performance periods shall be extended by the period
in which the customer is in default of payment under the terms of the
contract and by the period in which we are prevented from performing
the delivery or service through circumstances for which we are not responsible,
and by a reasonable run-up period after the end of
the reason for the delay. These circumstances shall include force majeure,
shortage of raw materials at relevant commodity markets, any delays
caused by our suppliers and industrial disputes. Periods shall also be
considered to be prolonged by any such time in which the customer
breaches the contract by failing to meet its obligations to cooperate,
e.g. by not providing information, supplies or staff.
(3) If the contractual parties subsequently agree to perform different or
additional services affecting the agreed periods, these periods shall be
prolonged by a reasonable period.
(4) If a postponement of delivery or performance dates is agreed at the
customer’s request, we shall be entitled to demand the remuneration at
the time at which it would have been due without the postponement.
The agreement on the postponement of such dates must be recorded in
(5) Any reminders or setting of deadlines on the part of the customer
shall only be valid if recorded in writing. A period of grace must be
reasonable. A period of less than two weeks shall only be reasonable in
cases of urgent necessity.
(6) We are entitled to perform partial services, inasmuch as the delivered
parts can be reasonably used by the customer. We reserve the right to
deliver excess or short supplies of up to 5 % of the scope of delivery.
(7) Agreed delivery dates shall be considered as having been complied
with as soon as the goods have been handed over to the transport
company on the agreed delivery date or as soon as we have given notice
of their actual readiness for shipment.
(8) If our component supplier (definitively) fails to supply to us although
we have taken due care in selecting such supplier and the order satisfies
the requirements applicable under our obligation to supply, we shall be
entitled to full or partial withdrawal in relation to the customer, if we
notify the customer of the failure of the supply to us and – where admissible
– offer the assignment of the claims to which we are entitled
against the component supplier to the customer. When selecting our
supplier, we shall not be liable for slightly negligent fault in the selection
(culpa in eligendo).
(9) Unless otherwise stated or agreed, the place of performance of the
service shall be our registered office.
§ 5 Packaging, Shipment, Passing of Risk, Insurance
(1) The risk is transferred to the customer as soon as the product has left
our factory or distribution centre. This also applies to partial deliveries,
deliveries in connection with supplementary performance and if we
undertake further services, such as especially any shipping charges or
delivery. If a contract for work exists which requires acceptance, risk
is transferred upon acceptance.
(2) We shall select the mode of shipment, the carrier and transport route,
unless we have received other written specifications by the customer.
With regard to this selection, we shall only be liable for intent or gross
(3) At the customer’s express request, the goods delivered shall be insured
against the risks identified by the customer at its expense, inasmuch
as this is feasible with reasonable time and effort for us.
§ 6 Prices, Remuneration, Payment, Set-Off, Minimum order quantity
(1) Unless otherwise agreed upon by the contractual parties, all prices
are valid ex works. All prices and remuneration are quoted in euros plus
the applicable value added tax and other statutory charges applicable
in the country of delivery, as well as plus transportation costs, expenses,
packaging, shipment and, if applicable, insurance of goods in transit. The
minimum order quantity is 45 Pound. Any additional services requested
by the customer shall be invoiced on a time and material basis.
(2) Subject to para. 6, the contractually agreed prices in each case must
be paid. Services shall be charged according to expenditure.
(3) Our goods shall in principle only be shipped against prepayment by