Javascript is deactivated and some parts of the website will not work. Please activate Javascript.

Terms and Conditions estos GmbH

Issue date: June 2017 

1. General

1.1 - As to business activities between estos GmbH, to be called estos thereafter, and the customer, who is no consumer in the sense of § 13 German Civil Code the following conditions are to be exclusively applied unless in the individual case particular business terms and conditions of estos for specific products apply; such particular business terms and conditions, insofar as they differ from these conditions, take priority. These conditions are valid for the total business activities with estos, even if not especially referred to. Alterations and collateral agreements are only effective if confirmed by both contractors in writing. The validity of contrary general terms and conditions of business of the customer is expressly contradicted.

1.2 - Ownership and copyright of the documents which the offers are based on exclusively belong to estos. Rights of duplication and distribution are subject to provision clause. Offers are not to be made accessible to any third party unless estos explicitly gives written consent to the ordering party. Drawings, samples, and other documents included in the offers are to be returned on demand if the contract fails to take place.

2. Offer and contract of agreement

2.1 - Offers are not binding unless otherwise agreed upon in writing. Orders and agreements are only obliging if confirmed by estos in writing. Delivery and invoicing are equivalent to written confirmation.

3. Prices and payment

3.1 - Prices are based on the actual valid list prices of estos. They are subject to the quality and quantity of the offer and adjusted if later alterations are requested by the customer.

3.2 - Prices are quoted ex-warehouse in Starnberg, not including customs duty, packing and delivery costs as well as the value-added tax valid at the time.

3.3 - Unless otherwise agreed upon, installation, training, hotline, and other services are not included in the price.

3.4 - Unless otherwise stipulated in the order confirmation or in the invoice, payment is due immediately without any deductions. In case of developing customer-designed software (programming to order) differently to the normal way of payment, half of the price is due on placing the order, the other half on receipt of the order. 

3.5 - The customer cannot plead any right of retention. Prior to complete settlement of due invoice amounts and interest on arrears estos is not obliged to provide any further services.

3.6 - The customer is neither allowed to hold back any payments due to a counter-claim nor offset them against counterclaims, unless they have been legally ascertained or acknowledged by estos in writing.

4. Delivery, Warranty

4.1 - For the extent of delivery obligation only the written order confirmation of estos is decisive. Properties of the items purchased are only guaranteed if agreed upon in writing. During the time of delivery the items to be delivered may be subject to technical alterations which do not interfere with their functioning.

4.2 - The time of delivery starts with the date of confirmation of the order. The time of delivery is not binding, but will be met as far as possible. If the time of delivery is exceeded by more than 30 days, the customer is free to cancel the contract after having given a further limit of 60 days of delivery time. Claims for damages due to exceeding the time of delivery are excluded.

4.3 - Independent of the extent of the order, estos reserves the right to make partial deliveries.

5. Transfer of Risk

5.1 - The risk of accidental destruction or deterioration passes over to the customer with dispatch of the good at the latest. This also applies to partial deliveries and to cases in which estos pays the costs of transportation, insurance of transportation, or installation.

5.2 - If requested by the customer, insurance of transportation can be arranged at his cost.

5.3 - The risk also passes over to the customer if the delivery, although being made possible, cannot take place because of reasons out of estos’s control.  Prerequisite for the transfer of risk is the notification that the item is ready for dispatch to the customer.

6. Withdrawal and return

6.1 – With the exception of an order of customer-designed software - it is only possible to withdraw from an order already placed by the customer if estos agrees in writing. In this case, estos may charge a cancellation fee amounting to 4 % of the net price, to a minimum of 25 Euros.

6.2 - Every return to estos is to be marked on the outside by an RMA number being issued by estos individually. Returns are at the risk of the dispatcher and must reach estos free of any costs. Returns without RMA number or without being free of costs are not accepted by estos and returned to the dispatcher at his own costs.

6.3 - An exact description of failure has to be added to every item being sent to estos for repair or control. If during repair no failure can be found estos may charge a sum of 25 Euros, plus costs of transportation and insurance.

7. Guaranty and liability

7.1 – The time of guaranty is 1 year. The time of guaranty starts with the delivery of the item, given the faultless functioning of the equipment/item. This does not include defects resulting from improper handling.

7.2 - The rights of guaranty for the customer postulate that he orderly obliges to his duties of controlling and returning according to § 377 and 378 HGB. Defects of the items delivered are to be notified immediately in writing, at the latest 10 days after delivery (respectively in case of hidden defects 10 days after detectability).

7.3 - If the item is installed by estos, the installation has to be checked immediately and approved in situ by the customer. If not approved, it is nevertheless considered as accepted when the customer operates the item delivered and installed. During installation, estos is not obliged to control preparatory works being done by a third party and to draw attention to improper execution. Possible claims for damages resulting thereupon cannot be made by the customer.

7.4 - Claims of guaranty made by the customer, as far as they are in the responsibility of estos, if made in time and approved by estos are restricted to amendments or replacements at the choice of estos delivered from the place of business in Starnberg. If amendments or replacements fail, the customer is eligible also to the other claims.

7.5 - Claims from damages by the customer (particularly claims from damages caused by a defective product) are excluded whatever the legal reason. This does not apply in the case of deliberate action or gross negligence and in the case of damages from the violation of life, body, or health.

7.6 - Blames of defects do not affect the term of payment unless their justification is acknowledged by estos in writing and legally ascertained.

8. Reservation of ownership

8.1 - The item delivered is owned by estos until completely paid. The customer undertakes to neither pawn nor bail it as long as it is not completely in his ownership.

8.2 - In case of the customer’s behaviour contrary to the contract, especially in case of delay of payment, estos is entitled to take back the item purchased. Taking back the item purchased does not mean a withdrawal from the contract, unless it had been stated in writing. If estos seizes the purchased item, this means a withdrawal from the contract. After taking back the purchased item estos is allowed to utilize it. The net proceeds of utilization are to be credited to the customer's obligations deducting reasonable costs of utilization.

8.3 - If the customer had already sold the item delivered under the claim of ownership prior to having paid it, from the total claims resulting from these sales to a third party, he already now cedes the amount of the invoice for the delivered item to estos. Upon selling the item the customer has to inform the third party about this cession.

9. Exportation

9.1 - If the customer exports the item delivered by estos, the customer is informed by estos to observe the regulations of the German Foreign Trade Law in its valid drafting.

9.2 - estos further indicates that the items delivered by them may be subject to domestic or foreign regulations of control. A classification of the good as requiring export license or not as made by the vendor is subject to change, notwithstanding if a verbal or written statement is made, and does not exempt the customer from the obligation to verify this.

10. Concluding clauses

10.1 - The place of commercial settling and jurisdiction is Starnberg. However, should there arise any claims or litigations from the contract, estos is entitled to file a suit at the court of the customer's place of office and residence.

10.2 - The laws of the Federal Republic of Germany apply exclusively. The law of the UN Sales Convention does not apply.

10.3 - If one or more regulations possibly become ineffective, this does not influence the validity of the other regulations. Ineffective regulations are to be replaced by those which come closest to the purpose intended.