Terms and Conditions

BASELINK Robotics Kft.
1155 Budapest, Vasvari Pal utca 37., Hungary
Web: https://baselink.eu.com/

§ 1Scope of Application and Exclusion of Conflicting Terms

(1)All our offers, deliveries and services are made exclusively on the basis of these General Terms and Conditions (“GTC”). They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (collectively, the “Customer”).

(2)Only our GTC shall apply. Any deviating or supplementary terms and conditions of the Customer shall not apply unless we have expressly agreed to their validity in writing.

(3)Our GTC shall also apply if we perform a delivery or service without reservation despite being aware of terms and conditions of the Customer that conflict with or deviate from our GTC.

(4)In an ongoing business relationship, our GTC shall also apply to future offers, deliveries and services without requiring renewed express reference.

§ 2Conclusion of Contract, Scope of Delivery, Prohibition of Assignment, Call-Off Obligation

(1)Our offers are generally non-binding and free of charge unless otherwise agreed in writing. A contract shall only be concluded upon our written order confirmation or upon delivery. The same applies to amendments, supplements and ancillary agreements.

(2)Conclusion of the contract is subject to correct and timely delivery to us by our suppliers, unless otherwise agreed. This shall apply only if the failure to deliver is not attributable to us, in particular in the case of a congruent covering transaction. If the performance is unavailable, we shall inform the Customer without undue delay and refund payments already made.

(3)Information regarding our products, in particular illustrations, dimensions, performance characteristics and technical specifications contained in offers and publications, shall be understood as average values. Industry-standard tolerances regarding quantities, weights, numbers of units and dimensions are expressly reserved. We reserve the right to make technical modifications.

(4)The scope of delivery and services shall be determined by our written order confirmation or, if no order confirmation exists, by our offer.

(5)Documents on which our offer is based, such as technical drawings, illustrations, descriptions, weights and dimensions, shall only form part of the contract if expressly agreed in writing. Changes and adjustments that do not materially impair the contractual purpose or delivery remain reserved.

(6)All offer documents, plans, drawings, quotations and documents in any form remain our property. They may not be retained, modified, copied, reproduced or made available to third parties by the Customer. Upon request, they must be returned or deleted. Intellectual property rights remain with BASELINK. The use or disclosure of samples, models and prototypes is not permitted without our express consent.

(7)Assignment of claims or statutory rights of the Customer against us requires our prior written consent.

(8)If a consignment stock agreement has been concluded and no other agreement exists, the goods must be called off no later than six months after storage.

(9)Partial deliveries are permissible insofar as they are reasonable for the Customer.

(10)We reserve the right to make changes to the contractual product during the delivery period provided that its appearance is not fundamentally changed and the contractual purpose is not unreasonably impaired. Production-related over- or under-deliveries of up to 10% of the total order quantity are permissible.

§ 3Prices, Payment and Instalments

(1)All prices are stated in euros. Unless otherwise agreed, prices for deliveries are “Ex Works” pursuant to Incoterms 2020 and are net prices. Freight, customs duties, transport insurance, applicable sales taxes and packaging costs shall be borne additionally by the Customer.

(2)Statutory VAT is not included and, where applicable, shall be charged at the rate applicable on the invoice date.

(3)We may adjust prices and freight charges if our costs for labour, raw materials, operating materials, energy, freight or customs duties increase substantially. This also applies to ongoing contractual relationships.

(4)Services not included in the agreed scope of delivery shall be invoiced on the basis of our applicable price lists or a corresponding additional/reduced price calculation unless otherwise agreed.

(5)For new-goods deliveries with a net value of up to EUR 400, a shipping flat rate of EUR 30 shall be charged. Deliveries to mainland Germany exceeding EUR 400 net shall be subject to additional freight charges.

(6)We may request reasonable instalments corresponding to services already performed.

(7)For orders with a total net value exceeding EUR 10,000, one third of the amount shall be payable in advance.

(8)A shipping flat rate of EUR 15 shall apply to spare-parts deliveries irrespective of the value. For net goods values below EUR 50, an additional small-quantity surcharge of EUR 15 shall apply.

(9)Payments shall be made exclusively in euros. Exchange-rate risks shall be borne by the Customer.

(10)Unless otherwise agreed, our invoices are due immediately without deductions.

(11)The Customer shall be in default no later than 30 days after receipt of the invoice unless another payment period has been agreed or a reminder has been issued. Default interest shall be 9 percentage points above the applicable base interest rate. A flat-rate default fee of EUR 40 shall also apply.

(12)Incoming payments shall first be allocated to costs, then interest and finally the oldest principal claim.

(13)Cheques or bills of exchange shall only be accepted with our prior written consent. All related costs shall be borne by the Customer.

(14)Set-off against counterclaims is permitted only where such claims are undisputed or legally established.

(15)If payment conditions are not met or circumstances arise giving reasonable grounds to doubt the Customer's creditworthiness, we may suspend outstanding orders and deliveries and demand advance payments or security.

(16)In the event of payment default, cessation of payments or an application for insolvency proceedings, all our claims shall become immediately due.

§ 4Delivery Periods

(1)Delivery periods shall be determined by the contractual agreements between the parties.

(2)Unless expressly agreed otherwise in writing, stated delivery periods are non-binding target dates.

(3)The delivery period shall commence at the earliest after conclusion of the contract, provided all commercial and technical matters have been clarified and all required documents, approvals and agreed advance payments have been provided.

(4)Compliance with the delivery period is subject to timely and proper delivery by our suppliers.

(5)Delivery shall be “Ex Works” pursuant to Incoterms 2020. The Customer shall collect the goods immediately after notification of readiness for dispatch.

(6)The delivery period shall be deemed met if the goods have been made available within the agreed period and the Customer has been notified of readiness for dispatch.

(7)Events of force majeure, including unrest, strikes, war, natural disasters, epidemics, pandemics, official measures and supply shortages, shall extend delivery periods by the duration of the disruption plus a reasonable restart period.

(8)Such extension shall also apply if the event occurs during an existing delay.

(9)If delivery is delayed beyond a reasonable period due to force majeure, the Customer may withdraw from the contract subject to the applicable statutory requirements.

(10)Early and partial deliveries are permissible insofar as reasonable for the Customer.

(11)If the Customer is in default of acceptance or delays dispatch for reasons attributable to it, we may store the goods at the Customer's cost and risk and charge them as “Ex Works” delivered. A storage fee of at least 1.5% of the value per month may be charged. If the Customer fails to accept the goods after a reasonable grace period, we may withdraw and claim damages amounting to 20% of the order value, subject to proof of higher or lower actual damage.

§ 5Transfer of Risk, Dispatch, Packaging and Transport Damage

(1)Unless otherwise agreed in writing, delivery shall be “Ex Works” pursuant to Incoterms 2020.

(2)Risk of accidental loss or deterioration shall pass to the Customer upon notification of readiness for dispatch and provision of the goods.

(3)In the case of shipment sales, risk shall pass to the Customer at the latest upon dispatch or handover to the carrier.

(4)If we arrange transport, we may select the packaging and shipping method unless otherwise agreed.

(5)If we have expressly assumed the transport risk, the Customer must inspect the goods upon delivery for externally visible damage and notify us immediately of any damage or loss. Non-visible damage must be notified within five calendar days.

§ 6Retention of Title

(1)We retain title to all delivered goods until full settlement of all claims arising from the business relationship.

(2)The Customer shall identify goods subject to retention of title as “Property of BASELINK Robotics Kft.” upon request and in the event of insolvency proceedings.

(3)The Customer shall properly maintain and adequately insure the goods against fire, water and theft.

(4)Processing of goods subject to retention of title shall be carried out for us as manufacturer within the meaning of Section 950 BGB insofar as applicable. If goods are processed or inseparably mixed with other goods, we shall acquire co-ownership proportionate to the value of our goods.

(5)Resale is permitted only in the ordinary course of business. Pledging or transfer by way of security is prohibited.

(6)In the event of resale, the Customer hereby assigns all resulting claims against third parties to us.

(7)The Customer is authorised to collect the assigned claims on our behalf. This authority may be revoked in the event of contractual breach, payment default or insolvency.

(8)The Customer's authority to dispose of the goods or collect claims shall automatically cease in the event of insolvency or cessation of payments.

(9)Upon revocation, the Customer shall provide us with a list of assigned claims.

(10)If securities exceed the secured claims by more than 20%, we shall release appropriate securities upon request.

(11)The Customer shall immediately notify us of any third-party access to goods subject to retention of title or assigned claims.

§ 7Warranty

(1)We shall be liable for material and legal defects existing at the time of transfer of risk in accordance with statutory provisions and these terms.

(2)Warranty claims belong exclusively to the direct purchaser and may not be assigned without our consent.

(3)Particular characteristics are warranted only if expressly confirmed by us in writing. A guarantee exists only if expressly designated as such.

(4)Defects, shortages and incorrect deliveries must be notified in writing without undue delay and, where Section 377 HGB applies, no later than 12 days after delivery and in any event before connection, processing or installation. Hidden defects must be notified no later than 12 days after discovery.

(5)The Customer must give us an opportunity to jointly inspect complaints.

(6)The limitation period for defect claims shall be one year from the statutory commencement of limitation, subject to mandatory statutory longer periods.

(7)Warranty shall generally be limited to subsequent performance, at our choice by repair or replacement. Further rights shall arise in accordance with statutory law.

(8)The Customer bears the risk of returning defective goods.

(9)The Customer must provide the necessary time and opportunity for remedial action.

(10)Warranty claims shall be excluded where defects are caused by unauthorised modification, unsuitable spare parts, improper installation or third-party work.

(11)Recourse rights under Sections 445a, 445b and 478 BGB apply insofar as legally applicable.

(12)Processing or installation of goods shall constitute waiver of notification of an obvious defect.

(13)In the event of justified complaints, payments may only be withheld to a reasonable extent.

(14)Insignificant industry-standard deviations do not constitute defects.

(15)Recognition of a material defect requires written confirmation.

(16)Warranty does not cover suitability for a purpose not agreed in writing.

(17)Used products are sold excluding warranty unless otherwise agreed and insofar as legally permissible.

(18)Warranty claims are excluded in particular in cases of improper use, incorrect installation, normal wear, improper maintenance and abnormal mechanical, chemical or electrical influences.

§ 8Liability

(1)Our liability shall apply in particular in cases of intent or gross negligence, culpable injury to life, body or health, culpable breach of essential contractual obligations, fraudulently concealed defects, expressly guaranteed characteristics and mandatory statutory liability.

(2)Essential contractual obligations are obligations whose performance is necessary for proper execution of the contract and on compliance with which the contractual partner may regularly rely.

(3)In cases of slight negligence involving essential contractual obligations, liability shall be limited to the foreseeable, contract-typical damage.

(4)Mandatory statutory liability remains unaffected.

§ 9Intellectual Property Rights and Legal Defects

(1)Unless otherwise agreed, we shall deliver free from third-party industrial property rights and copyrights within Germany.

(2)In the event of third-party claims, we may, at our choice and expense, obtain a licence, modify or replace the delivery. Otherwise the Customer shall have the statutory rights to rescind or reduce the purchase price.

(3)Liability for damages shall be governed by § 8.

(4)The Customer must notify us immediately in writing of third-party claims and leave defence and settlement negotiations to us.

(5)Claims are excluded where the Customer caused the infringement.

(6)Claims are also excluded where the infringement results from Customer specifications, unforeseeable use, modification or combination with products not supplied by us.

(7)Other legal defects shall be governed by § 7.

(8)Further claims are excluded to the extent legally permissible.

§ 10Repairs and Services

(1)This section applies to repairs outside warranty obligations.

(2)Repairs shall restore the object to full functionality where technically possible.

(3)If repair costs are expected to exceed 40% of the new value, we may offer a new unit instead.

(4)A quotation is subject to a flat fee of EUR 50, which shall be credited against repair costs if the repair is commissioned.

§ 11Installation and Commissioning

If installation and commissioning are part of the contract, the agreed prices are based on an uninterrupted installation process. Additional costs caused by overtime, interruptions, third-party work, foundation work, missing utilities, waiting times or inadequate site preparation shall be charged to the Customer unless attributable to us.

§ 12Installation Conditions

The Customer shall provide a clean and safe installation site, make necessary personnel and equipment available, provide required utilities and support our personnel, comply with applicable safety regulations and ensure that agreed installation dates can be met. Additional costs caused by Customer delays or failures shall be reimbursed. Our personnel may not be assigned additional work without prior written consent. The Customer remains responsible for regular data backups.

§ 13Acceptance

(1)Where a preliminary acceptance is agreed, it shall be carried out in coordination with the Customer and documented.

(2)If preliminary acceptance cannot take place for reasons attributable to the Customer, our internal acceptance record may serve as the preliminary acceptance record.

(3)Final acceptance shall take place at the Customer's premises or the agreed place of performance.

(4)The Customer shall accept completed services once completion has been notified and any agreed testing has taken place.

(5)Deviations must be notified without undue delay and sufficiently specifically.

(6)Acceptance may not be refused due to insignificant defects.

(7)Material defects shall be remedied and subsequently presented for renewed acceptance.

(8)If the Customer unjustifiably refuses acceptance, we may set a period of 14 days for declaration of acceptance. Upon expiry, acceptance shall be deemed granted insofar as legally permissible.

(9)The work result shall also be deemed accepted if the Customer puts it into productive operation or fails to accept it within a reasonable period despite proper completion notice and availability for use.

(10)Acceptance may not be refused because of disruptions for which we are not responsible.

§ 14Software Use

(1)Where software is included, the Customer receives a non-exclusive right to use the software and documentation on the designated equipment. Use on additional systems requires express agreement.

(2)Reproduction, modification, translation or decompilation is permitted only to the extent legally permissible. Copyright and manufacturer notices may not be removed or altered.

(3)All other rights remain with us or the respective rights holder. Sublicensing is prohibited unless otherwise agreed.

§ 15Place of Performance, Jurisdiction and Applicable Law

(1)The place of performance for our deliveries and services shall generally be the place specified in the order confirmation or contract. For payment obligations, our registered office shall be relevant insofar as legally permissible.

(2)To the extent legally permissible, the courts having subject-matter jurisdiction in Augsburg, Germany, shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship, including disputes concerning its conclusion, validity, interpretation, performance or termination.

(3)BASELINK Robotics Kft. shall nevertheless be entitled to bring proceedings against the Customer at the Customer's general place of jurisdiction or at any other legally permissible jurisdiction.

(4)The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict-of-law rules to the extent that these would result in the application of another law.

(5)The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

(6)Mandatory statutory jurisdictions and mandatory statutory provisions remain unaffected.

§ 16Final Provision

Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced, insofar as legally permissible, by a valid provision that comes as close as possible to the economic purpose of the invalid provision.