General terms and conditions
1. Scope of application / Validity of the terms and conditions
1.1 These General Terms and Conditions apply to all business transactions (seminar and further education events, consultancy services, services and deliveries) with us. With the order or commissioning, the buyer/customer acknowledges the exclusive validity of our terms and conditions.
1.2 The consultants / service providers / trainers employed by ESCOMAG GmbH, hereinafter referred to as ESCOMAG for short, shall act exclusively on behalf of and in the name of ESCOMAG GmbH during their activities. Additional, follow-up and new orders with consultants / trainers shall be processed exclusively via ESCOMAG GmbH.
1.3 Assurances, subsidiary agreements and changes to an order require written confirmation with a legally binding signature in order to be valid.
1.4 We are entitled to assign the claims arising from our business relationship.
2. Offers / Order / Conclusion of contract / Order confirmation / Prices
2.1 All offers / prices / confirmations are subject to change until the final invoice is issued. An order shall only be deemed to have been accepted when it has been confirmed by us in writing and in a legally binding manner. All our prices are ex place of delivery plus statutory VAT and plus travel and accommodation costs, packaging and shipping costs, unless otherwise agreed.
2.2 If no other payment method is agreed in writing, we deliver ex works and invoice the services on the delivery date, due immediately on the invoice date, without deduction. ESCOMAG reserves the right to prescribe cash payment or payment in advance in the case of new customers or a deterioration of the economic situation.
2.3 With the order/registration the customer bindingly declares that he wishes to purchase the ordered goods, service or training. Contracts require written confirmation or execution of the order by us to be effective. ESCOMAG may subcontract parts of an order to third parties without the customer’s consent if the contractor is an ESCOMAG company or if it is ensured that the contractor meets the requirements of ESCOMAG.
The commissioning/order must be made in writing, by post or fax to: ESCOMAG GmbH, Mergentheimer Strasse 15, 74219 Möckmühl, Germany, by Internet: www.ESCOMAG.com or e-mail: firstname.lastname@example.org.
2.4 If consulting or other services are the subject of the contract, these shall only be provided by ESCOMAG as a service or delivery contract if this is expressly agreed. Furthermore, ESCOMAG is not liable for a certain consulting or other success.
2.5 ESCOMAG has the right to withdraw from the contract if and as soon as the economic situation of the contractual partner of ESCOMAG deteriorates considerably after the order, bankruptcy or composition proceedings are filed or the contractual partner is in default.
3. Delivery periods / Force majeure
3.1 Stated delivery times or periods for the provision of services are always only approximate and not binding. Agreed delivery times can only be met if the buyer fulfils the obligations incumbent upon him (e.g. provision of any documents, cooperation of the customer, payment of an agreed deposit).
3.2 The delivery period may be extended in the event of subsequent requests for changes or additions.
3.3 The delivery period shall be deemed to have been met if we have notified the buyer that the ordered goods are ready for collection from us.
3.4 Delay in delivery does not occur – irrespective of the above agreements – in the event of force majeure, in particular operational disruptions, strikes, riots, war, natural disasters, etc., irrespective of whether these occur in ESCOMAG’s own operations, those of the supplier or the sub-supplier.
3.5 Claims for damages due to untimely delivery or failure to deliver in points 3.1 – 3.4 are excluded.
4. Revocation / Cancellation / Rebooking
4.1 In the case of online orders, the customer may cancel the contract in writing (also by e-mail) or by returning the goods within 14 days of receipt of the goods. It is pointed out that ESCOMAG can, if necessary, retain a reduction in value resulting from the use of the item. A right of revocation does not exist for data carriers, such as CDs, USB sticks, software, user files, such as Word, Excel, PowerPoint file templates, etc., which have been unsealed by the customer, nor for services which have been transmitted online (e.g. software, user data, forms and files for download). There is no right of return for goods orders and customer-specific products.
4.2 All returns must be made free of charge and insured. We will not accept freight collect or cash on delivery returns.
4.3 In the case of written cancellations of registrations for seminars or further training events up to 30 calendar days before the start of the seminar, you will not incur any costs. In the event of a later cancellation, we will charge 50 per cent of the seminar costs. In the event of no-show without cancellation or cancellation on the same day, we will charge the full seminar costs.
4.4 Rebookings for another event or another date can be made up to 14 days before the start of the event upon request. If a rebooking is approved, a rebooking fee of 50.00 euros per person and event day as well as an additional rebooking flat rate of 50.00 euros per person will be charged. The lump sum and the fees serve to cover the administrative expenses and the cost commitments to the contractual partners.
5. Rejection / Refulsal
In exceptional cases, ESCOMAG reserves the right to reject registrations/orders without explanation. In the case of seminars or further training events, an event participant may be excluded by the seminar leader if his/her continued presence would significantly disturb the other participants. In this case, there is no entitlement to a refund of the participation fee.
6. Delivery / Dispatch / Provision of Services
6.1 All deliveries and services must be agreed in advance with ESCOMAG; our current terms and conditions of business shall apply. All costs shall be borne by the customer. Packaging and postage costs shall be charged by us at the lowest possible rate.
6.2 The provision for a man-day for projects, process analyses or audits consists of 8 time hours, whereas a seminar / training day consists of 8 teaching units of 45 minutes each.
6.3 Returned goods can only be accepted and processed if they are in their original packaging and accompanied by a delivery note and the invoice.
6.4 Custom-made products or sample deliveries cannot be returned by us as a matter of principle. Likewise, seminars, further training events, consultancy services and contract work on behalf of the customer are not eligible for refund.
6.5 All return deliveries, e.g. repairs, conversion of goods, etc. must be made free of charge and insured. We will not accept returns that are not free of charge or returns by cash on delivery.
7. Invoice / Payment
7.1 All deliveries and services are due immediately upon acceptance without deduction and are to be paid in cash or by invoice; all prices are exclusive of the statutory value added tax. In individual cases we reserve the right to prescribe the terms of payment cash or by advance payment or to make partial invoices or to demand payments on account.
7.2 The fees and charges for seminars and further education events are due on receipt of the invoice and are payable without deduction by the start of the seminar. Accommodation and dinner are not included.
7.3 If this payment deadline is exceeded, the usual default interest of 4% above the base rate announced by the European Central Bank will be charged.
8. Retention of title
8. retention of title
8.1 All deliveries and services remain the property of ESCOMAG until payment has been made in full; this also includes intellectual property in the case of consulting and engineering services.
8.2 In case of essential behaviour contrary to the contract, especially in case of default of payment, ESCOMAG is entitled to take back the delivered item, the purchaser is obliged to return it or to claim damages in case of provided services. Taking back a delivered item does not constitute withdrawal from the contract unless we have expressly declared this in writing. In the event that an item delivered by ESCOMAG is seized, we are entitled to withdraw from the contract; seizure by us always constitutes withdrawal from the contract. In the event of seizure or other interventions by third parties, the purchaser must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extraordinary costs of an action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us; this shall also apply to enforcement costs incurred in connection with an action pursuant to § 771 ZPO.
8.3 The buyer may only sell the purchased products to third parties in proper condition after payment has been made in full. Processing or transformation of delivered items by the buyer shall be carried out for ESCOMAG. If a delivered item is processed or mixed with other items not belonging to us, ESCOMAG acquires co-ownership of the new item in proportion of the value of the delivered item to the other processed items at the time of processing. Incidentally, the same applies to the item created by processing as to the goods subject to retention of title. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is deemed to be agreed that the customer transfers co-ownership to ESCOMAG on a pro rata basis. The customer keeps the sole or co-ownership for ESCOMAG.
9. Notification of defects / Rectification of defects / Reduction / Redhibition
9.1 Incorrect deliveries, quantity errors and recognisable defects must be reported in writing within 30 days. Material defects which were not recognised even in the course of a proper inspection of the goods must be notified in writing within two weeks of becoming known.
9.2 In the event of a justified and substantiated complaint, we shall be entitled to remedy the material defect, to the exclusion of any further claims of the buyer, to repair, rectification by us or a supplier/service provider of our choice, replacement or subsequent delivery, or to credit the value of the goods at our discretion. Further claims of any kind are excluded.
9.3 A replacement delivery shall not be granted in the event of defects which are attributable to improper operation or handling, third-party intervention, neglected or improper maintenance, transport damage or unusual influences. A replacement delivery is also excluded if repairs or modifications have been made to the delivered goods by persons not expressly authorised to do so or if parts or devices have been installed or connected which have not been approved by us or have not been supplied by us.
10.1 We grant the statutory warranty period of 24 months from the date of purchase or invoice for deliveries of goods. Services or consulting services are generally excluded from the warranty. All return deliveries, e.g. repairs, conversion of the goods, etc., must be made free of charge and insured.
10.2 We shall not be liable with regard to services rendered for an economic or other performance success intended by the customer.
10.2 The warranty shall not apply if one of the reasons stated under point 9.3 applies.
10.3 As a matter of principle, no warranty shall be assumed for the correctness and completeness of data files in stored or printed form.
11. Claims for damages / Liability
11.1 Claims for damages by the purchaser are excluded, unless claims are based on intent or gross negligence on the part of our company. ESCOMAG is not liable for the loss or theft of objects brought to the event by participants at seminars or further training events. The respective event is prepared and carried out according to the current state of the art. We accept no liability for advice given or the utilisation of knowledge acquired.
11.2 Insofar as we are obliged to pay damages due to grossly negligent behaviour on the part of our organs, the claim shall be limited to compensation for the damage that was foreseeable at the time of conclusion of the contract.
11.3 In the case of CD-ROM, EDP data, forms, file templates or data provision, ESCOMAG only provides data and sample templates to support the customer. The data/results calculated with these programmes and databases serve solely to describe the product and do not represent guaranteed properties in the legal sense. ESCOMAG accepts no liability for damage resulting from the use of this data. In particular, not for personal injury, property damage or financial loss directly connected with the use of the data as consequential damage.
12. Cooperation of the customer
12.1 The customer is aware that ESCOMAG is dependent on the customer’s cooperation in order to provide the contractual services. The customer undertakes to provide all documents and information required for the performance of the contractual services in a timely and complete manner when requested to do so. He shall provide sufficient access to his premises and systems in order to ensure the execution of the contract for the ordered services by the employees of ESCOMAG as well as any subcontractors or vicarious agents. Within the scope of his duties to cooperate, the customer shall provide suitable rooms free of charge and in good time, in which documents, work equipment or data carriers can also be stored securely.
12.2 All cooperation by the customer shall be free of charge, unless expressly agreed otherwise.
12.3 If the customer does not fulfil his obligations to cooperate or does not fulfil them in time, ESCOMAG may set the customer a reasonable deadline for the fulfilment of his obligations to cooperate. If the customer does not fulfil his obligation to co-operate within the set time limit, ESCOMAG is entitled to terminate the contract for an important reason. Further claims remain unaffected in case of termination.
13. Hotel booking / Catering
13.1 The contractual partners, such as hotels, room providers, etc., offer special conditions for the duration of the event. The participant makes the room booking and the hotel billing himself/herself with reference to the relevant event. We do not guarantee the availability of hotel rooms.
13.2 The services of the hotels used are not the subject of the services of ESCOMAG. This also applies to any catering services and other ancillary services. The hotels render their services independently and not as vicarious agents of ESCOMAG, even if payments for the participants (e.g. for catering) are settled via ESCOMAG under certain circumstances in order to simplify the organisation.
14. Right of use, Copyright, Protective and copyrights
14.1 For all works and work results developed by ESCOMAG under the order, ESCOMAG grants the purchaser the exclusive and unlimited right to use them to the extent described in the respective order upon full payment.
14.2 The purchaser is obliged to inform us immediately in writing if he becomes aware of an infringement of industrial property rights or copyrights by a product or service delivered by us. If the buyer has modified the product supplied by us or integrated it into a system or if we have designed the product on the basis of the buyer’s instructions in such a way that infringements of protective laws result therefrom, the buyer shall be obliged to defend and indemnify us against claims of the owner of the infringed right and to compensate us for any other damages incurred.
14.3 If the buyer has modified the product supplied by us or integrated it into a system or if we have designed the product on the basis of the buyer’s instructions in such a way that this results in infringements of protective laws, the buyer shall be obliged to defend and indemnify us against claims by the owner of the infringed right and to compensate us for any other damage incurred.
14.4 Our data and the associated documentation are intended for the personal use of the buyer, who receives a simple, non-transferable licence. The buyer may not make data or documentation available to third parties without our prior written consent. Copies may only be made for archiving purposes, as a replacement or for troubleshooting. Any liability or reimbursement of costs by us for such copies is excluded. If originals bear a notice indicating copyright protection, the buyer shall also affix this notice to copies.
14.5 Learning materials and training documents for seminars or further training events are protected by copyright and are subject to the copyright of ESCOMAG. They may not be copied or reproduced without prior written permission. This also applies to internal use. Any use outside the limits set by copyright law without the consent of ESCOMAG is not permitted and will be prosecuted.
15.1 The contracting parties are mutually obliged to treat as strictly confidential any information and/or knowledge of business or operational data about the other contracting party and/or its business partners which is made available to them or otherwise becomes known to them, irrespective of its nature and which is not intended for the general public, and not to make it available to third parties during the term of the contract and for two years after termination of the contract. This obligation shall not apply if the contracting party fundamentally obliged to maintain confidentiality proves that this information was already known to it before the cooperation with the other contracting party, was communicated to it by authorised third parties or became known to it through no fault of the contracting party obliged to maintain confidentiality. Duplication of the data / information is only permissible with express consent. 15.2.
15.2 The obligation to maintain secrecy does not apply to works created by the customer or services provided by the customer, unless these involve information requiring secrecy in accordance with point 15.1.
16. Data protection
All data shall be stored electronically and/or manually in accordance with the Data Protection Act and other statutory provisions and regulations. Insofar as necessary or appropriate for the processing of business, or in accordance with other laws and regulations, we also pass on the data to third parties, in compliance with the relevant data protection regulations. The complete or partial transfer of data takes place, as far as necessary or appropriate, in particular to our independent and dependent subsidiaries, commercial agencies / representatives, business partners, tax / business consultants, lawyers and banking institutions.
17. Invalidity clause
This contract shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the conflict of laws rules of the International Private Law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CISG). Should any of these provisions be invalid, this shall not affect the validity of the remaining provisions. Place of performance/place of jurisdiction is Heilbronn.
Validity: These general terms and conditions as well as the copyright are valid since 16.08.2021.