1.1 As far as nothing else was arranged, our shipments take place based on the following conditions. Eventual purchase conditions by the buyer are herewith void. Our conditions are considered accepted at the latest when the merchandise is received. Deviations will require, in order to be valid, our express written consent and/or confirmation.
1.2 Our offers with regard to price, quantity, delivery date and arrangements (warranty) are subject to a written confirmation. The contract of purchase takes place with the valid rates as per delivery date.
1.3 A written confirmation (only) is indicating our order acceptance.
1.4 Cancellation of contracts for goods made to custom specifications is not possible.
2. Delivery Time
2.1 The validity of the delivery date is approximate, we do our best to respect the deadlines.
2.2 We are not liable for delivery delays unless mistakes from our part can be proven.
2.3 “On call” orders are dependent on feasibility and the manufactures capacity to make them.
3.1 Shipment starts from our warehouse in Munich-Graefelfing, Germany. Transportation costs and risks are the customers. Even in case where special delivery conditions were arranged.
3.2 All deliveries are, unless the customer instructs us otherwise, covered in the usual manner by insurances.
4. Ownership rights
4.1 We keep ownership rights on all our delivered merchandise until the client fulfils all demands i.e. payment from our business contact. Confiscation of the merchandise or use as a bargaining chip is not admissible.
4.2 In case the merchandise is already re-sold and passed on the another buyer before full payment of our invoice is made, the purchaser makes assignments of this receivable to Opto amounting to the total of our invoice and will hand out the balance due immediately after receiving his price of sale.
5. Protection rights
5.1 On assembly, constructions, drawings and other documents, we retain ownership and intellectual propriety rights. Any other use of the material without any prior consent from Opto GmbH is prohibited and liable for damages.
5.2 For examination of rights and uses on our delivered drawings and samples the customer alone responsible.
6.1 All information on data protection within the meaning of Art. 13 DSGVO can be found in our data protection regulations.
7. Guarantee, damage claims
7.1 the warranty period is 24 months from the date of transfer of risk, unless otherwise agreed.
7.2 Warranty claims by the customer, insofar as Opto is responsible, are limited to rectification of defects or substitute delivery if the complaint is made within the time limit.
7.3 We shall not be liable for improper or unsuitable use, in particular excessive strain, incorrect assembly or incorrect use by the customer or third parties, extraordinary external influences, natural wear and tear, incorrect and negligent treatment and handling, in particular by untrained personnel.
7.4 The customer is obliged to carefully inspect the goods delivered by us to the customer immediately upon arrival at his premises for completeness and defects, including hidden defects. The delivery shall be deemed to have been approved if no complaint is received in writing within 10 working days of receipt of the goods.
7.5 The description of the merchandise, explanations of its function and references in operating instructions are not associated with a special guarantee or assurance of properties.
7.6 The warranty period is neither suspended nor interrupted by the repair or replacement delivery. It is not extended or renewed.
8. Liability of the company
8.1 We shall be liable in accordance with the statutory provisions insofar as the customer's claims for damages are based on damage caused by us intentionally or by gross negligence. Furthermore, we shall be liable in accordance with the statutory provisions if we have culpably breached an essential contractual obligation, as well as in cases of injury to life, body or health.
8.2 Liability for damages is excluded. In this respect, we shall not be liable in particular for damage that has not occurred to the delivery item itself, such as loss of profit and other financial losses of the customer.
8.3 Further claims are excluded. This also applies to possible claims against employees, workers, freelancers and vicarious agents.
9.1 If a contractual item is made available to the customer free of charge for inspection and testing purposes, a loan agreement is concluded between the parties.
9.2 The customer shall be entitled to process and sell the merchandise subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer by way of security are not permitted.
9.3 The customer shall be entitled to process and sell the merchandise subject to retention of title in the ordinary course of business until the event of realization. Pledging and transfer by way of security are not permitted.
10.1 All prices mentioned in offers and pricelists can be changed without any notice. Prices calculated from the delivery date stay valid.
10.2 Current prices are valid from our Munich (Graefelfing) warehouse, except packaging and shipment costs. These prices are without the sales taxes; these taxes are posted separately on the invoice.
11. Settlement and Payment
11.2 Payment by note and personal cheques are not accepted.
11.3 Invoices for repairs and maintenance have to be paid immediately upon receipt.
11.4 Our invoices are to be paid in full in the currency stated. All incidental charges, i.e. taxes, customs duties, costs of currency exchange, bank charges and other not mentioned fees are on buyer’s account.
12. Place of execution and jurisdiction
12.1 Place of execution and the place of jurisdiction is Munich, Germany
12.2 Should individual provisions of these terms and conditions or other contractual agreements be or become invalid or void, this shall not affect the validity of the remaining provisions.
Opto GmbH, Germany | Valid from 01 November 2020