BFI Mobile - Terms and Conditions

General Terms and Conditions of BFI Mobile GmbH & Co. KG

General points
Special note for internet customers:
Our offers are solely intended for commercial customers and statutory bodies under public law. All prices mentioned on this website are therefore subject to Value Added Tax (VAT).
Delivery, services and offers of BFI Mobile GmbH & Co. KG are solely based on these terms and conditions. They also apply to all future business relations, even if they have not again been expressively agreed upon. The obligations laid down in contracts that are made on the basis of these terms and conditions are also binding for legal successors of BFI Mobile GmbH & Co. KG. These terms and conditions are to be regarded as accepted at the latest upon receipt of the goods or services. Counter-confirmations of the purchaser with reference to his terms and conditions of trade or purchase are hereby contradicted. Deviations from these terms and conditions are only valid if confirmed in writing by BFI Mobile GmbH & Co. KG. BFI Mobile GmbH & Co. KG's employees are not entitled to make verbal side agreements or assurances exceeding the respective contract including these terms and conditions.

Offer and Conclusion of Contract
BFI Mobile GmbH & Co. KG's offers are subject to change and non-binding. Statements of acceptance and any orders need to be confirmed in written form directly or by telex / fax by BFI Mobile GmbH & Co. KG. This also applies to extensions, alterations or side agreements. Documents that are part of the offer, such as data sheets, illustrations and designs, are non-binding unless expressively stated otherwise. BFI Mobile GmbH & Co. KG reserves ownership and copyrights; they can only be accessed by third parties with the express approval of BFI Mobile GmbH & Co. KG. Any document is to be returned unrequested and immediately when a contract is not concluded or annulled.

Prices
BFI Mobile GmbH & Co. KG is bound to the prices detailed in the offers for 14 days from the date of the offer unless stated otherwise. The prices mentioned by BFI Mobile GmbH & Co. KG in the statement of acceptance are binding. All prices are ex warehouse Kiel and subject to applicable VAT. The prices for devices include the costs of standard packaging. Additional delivery and services are billed separately; this applies in particular to custom packaging as well as any taxes, customs duties, charges, import or export duties and transport insurances that will be charged to the customer if requested. Installation costs are only included if expressly agreed in writing.

Delivery and Service Dates, Place of Performance
The dates and deadlines mentioned by BFI Mobile GmbH & Co. KG are non-binding unless expressively stated otherwise in writing. BFI Mobile GmbH & Co. KG is only bound to bindingly agreed delivery dates if the contractual partner supplies all documents, authorizations etc. requested at the agreed date, meets the requirements necessary for deployment and abides by all terms and conditions. BFI Mobile GmbH & Co. KG is not liable for delay of delivery and service dates due to occurrences that significantly obstruct or prevent delivery; this also includes subsequently occurring difficulties concerning material procurement, system failures, staff shortage, strike, lockout, lack of transport, official instruction etc. even if they occur to suppliers of BFI Mobile GmbH & Co.KG or their sub suppliers. Occurrences of this sort entitle BFI Mobile GmbH & Co. KG to extend delivery or service deadlines by a period of time equal to the obstruction, including an appropriate start-up time, or to withdraw entirely or in parts from the contract due to the part of the contract that has not been fulfilled. If the obstruction takes longer than 3 months, the customer is entitled to withdraw after an appropriate extension period due to the part of the contract that has not been fulfilled. Provided that BFI Mobile GmbH & Co. KG is responsible for agreed deadlines and dates or default, the customer is entitled to compensation for default amounting to 0,5% for every complete week of default, but no more than 5% of the invoice value of the delivery and service affected by the default. Any further claims, compensation claims of any kind in particular, are excluded. BFI Mobile GmbH & Co.KG is entitled to partial deliveries and services at all times. Place of performance is Kiel.

Transfer of risk
The risk is transferred to the customer as soon as the shipment has been handed over to the person performing the transport or as soon as it has left the warehouse of BFI Mobile GmbH & Co. KG for the purpose of delivery. In case delivery is impossible without our fault, the risk is transferred to the customer upon notification of readiness for delivery.

Warranty
The contractual partner is obliged to immediately accept and check all deliveries and partial deliveries. The acceptance has to be confirmed in writing. If BFI Mobile GmbH & Co. Kg is conducting the installation, the customer has to fulfill the requirements for installation and end test until the delivery date and has to provide BFI Mobile GmbH & Co. KG's staff with the required installation environment for an appropriate period of time. Acceptance is considered effective as soon as all essential functions of the delivered goods or services are performed satisfactorily in the end tests. If the customer has failed to fulfill the requirements for the end tests so that they cannot be performed, acceptance is considered effective upon delivery. If the contractual partner does not accept a delivery, he is in default without reminder notice and deadline and is obliged to compensate any damage. Visible defects have to be reported in written form immediately or, at the latest, within a week; defects that cannot be discovered within the set period even after careful examination have to be reported immediately after their detection or, at the latest, within the contractually agreed warranty period. The warranty period starts with the delivery date. Warranty is granted for parts for 180 days if not stated otherwise in written from. Excluded from the warranty are damages that are caused by normal usage, incorrect installation and usage by the contractual partner or by unauthorized maintenance or modifications. The liability for delivered parts that were obtained by BFI Mobile GmbH & Co. KG from third parties is limited to the assignment of the claims of BFI Mobile GmbH & Co. KG against the supplier of these goods. BFI Mobile GmbH & Co. KG can refuse acceptance of returned products, provided that no due notification of defects exists and no opportunity has been given to examine the claimed defect or damage. Upon due justified notification of defects or upon lack of guaranteed features, BFI Mobile GmbH & Co. KG is entitled to choose between repair by the contractual partner or by BFI Mobile GmbH & Co. KG, or complete or partial replacement of the delivered good. If it should turn out that BFI Mobile GmbH & Co. KG has no warranty obligation, the contractual partner has to compensate any costs. If BFI Mobile GmbH & Co. KG does not repair the defects within an appropriate period of time that was set in writing, the customer is entitled to cancel the contract or to demand an appropriate reduction of the price. Further claims, irrespective of the legal basis, compensation claims in particular, also to consequential damages and costs, are excluded. BFI Mobile GmbH & Co. KG is not liable for performing and vicarious agents. BFI Mobile GmbH & Co. KG does not accept liability for the suitability of the delivered goods for the usage intended by the contractual partner.

Retention of title
Until all requirements (also on balance) that BFI Mobile GmbH & Co. KG is entitled to by the contractual partner now or in the future, irrespective of the legal basis, have been met, the following securities that are released upon request if their value exceeds the demands by more than 20% are granted to BFI Mobile GmbH & Co. KG. The goods remain BFI Mobile GmbH & Co. KG's property. Processing or alterations are made for BFI Mobile GmbH & Co. KG as producer, but without any obligation. Should the (joint) ownership of BFI Mobile GmbH & Co. KG dissolve through liaison, then it is now agreed that the (joint) ownership of the contractual partner of the single good is transferred at a proportionate value (invoice value) to BFI Mobile GmbH & Co. KG. The contractual partner will hold the (joint) property of BFI Mobile GmbH &Co. KG free of charge. Goods, which are subject to (joint) ownership of BFI Mobile GmbH & Co.KG, are hereafter referred to as goods subject to retention of title. The contractual partner is entitled to process or sell the goods subject to retention of title in duly business operations, as long as he is not in default. Any pledge or assignment as security is illegitimate. The contractual partner is already assigning any claim arising from resale or other legal justification (insurance, tort) regarding the goods subject to retention of title as a precaution entirely to BFI Mobile GmbH & Co. KG. BFI Mobile GmbH & Co. KG entitles the contractual partner revocably to collect the claims assigned to BFI Mobile GmbH & Co. KG on their behalf and name. Upon request of BFI Mobile GmbH & Co.KG, the contractual partner will disclose the assignment and hand over the requested information and documents. Upon access of third parties on the goods subject to retention of title, the contractual partner will call attention to the ownership situation and immediately notify BFI Mobile GmbH & Co. KG. Costs and damages are borne by the contractual partner. In case the contractual partner breaches the contract – in particular default in payment - BFI Mobile GmbH & Co. KG is entitled to take back the goods subject to retention of title at the expense of the contractual partner, or to demand assignment of the claims for restitution to a third party by the contractual partner if necessary. Taking back or attachment of the goods subject to retention of title by BFI Mobile GmbH & Co. KG does not constitute withdrawal from the contract, unless the German Installment Purchase Law is applicable.

Payment
Payments to BFI Mobile GmbH & Co. KG are to be made within 7 days from the date of issue of the invoice without deduction, unless terms of payment have been otherwise agreed upon in writing. This also applies to partial delivery. BFI Mobile GmbH & Co. KG is entitled to credit payments on the contractual partner's older debts, despite contrary terms of the contractual partner. Provided that costs and interests have already arisen, BFI Mobile GmbH & Co. KG is entitled to credit the payments first on the costs, then on the interests and last on the main service. A payment is only considered made as soon as BFI Mobile GmbH & Co. KG has received the amount. If checks, bills of exchange or other means of payment have been used, the payment is regarded made as soon as these have been cashed. In case the contractual partner is in default, BFI Mobile GmbH & Co. KG is entitled to charge interest in the amount of the interest rate for overdrafts calculated by commercial banks, but at least 5% above the respective discount rate of the Deutsche Bundesbank, plus the statutory Value Added Tax. Should the contractual partner default in payments, in particular by not cashing a check or cease payments, or should BFI Mobile GmbH & Co. KG learn of other circumstances casting doubt on the creditworthiness of the contractual partner, BFI Mobile GmbH & Co. KG is entitled to demand payment of any remaining debt, even if checks have already been accepted. In this case, BFI Mobile GmbH & Co. KG is also entitled to demand advance payments or collateral payments. The contractual partner is only entitled to set-off, retention or reduction if BFI Mobile GmbH & Co. KG has expressively agreed in writing or counterclaims have been legally established. This also applies to the case that claims are asserted. The contractual partner agrees to accept charging of his claims and liabilities to BFI Mobile GmbH & Co. KG.

Design modifications
BFI Mobile GmbH & Co. KG reserves the right to make design modifications at any time. However, an obligation to modify already delivered products does not exist.

Industrial property rights
Should a third party claim violation of industrial property rights from the contractual partner concerning a delivered good, the contractual partner is obliged to immediately notify BFI Mobile GmbH & Co. KG. BFI Mobile GmbH & Co. KG is free to conduct, if necessary with support of the contractual partner but at their own expense, all negotiations on a settlement or a resulting law suit. BFI Mobile GmbH & Co. KG does not assume liability for patent infringements. Provided that the delivered goods have been built according to the design or directions of the contractual partner, the contractual partner has to dispense BFI Mobile GmbH & Co. KG of all claims, liabilities, charges and expenses that are made by a third party due to infringements of patents, trademarks or registered designs. Any process costs that may arise are to be adequately settled in advance. Upon liabilities, BFI Mobile GmbH & Co. KG is free either to supply the necessary licenses or to make a modified delivered good or parts, which redress the accusation of infringement in the case of exchange for the infringing delivered goods, available to the contractual partner.

Secrecy
If not stated otherwise in writing, the information handed on to BFI Mobile GmbH & Co. KG together with any order is not regarded as confidential.

Limitation of liability
Claims against performing or vicarious agents for damages due to impossibility of performance, positive violation of a contractual duty, fault in conclusion of a contract and tort are excluded unless they are due to deliberate or serious negligence.

Export clause
The contractual partner has been informed that there are restrictions regarding the re-export of the delivered goods and that official permits may be required. Particular restrictions of the US Department of Commerce apply for the re-export of certain delivered goods from the US. These restrictions also apply if the delivered goods contain certain components coming from the US. Should the contractual partner plan on re-exporting delivered goods from the country where the goods have been delivered by BFI Mobile GmbH & Co. KG according to the contract, he is obliged to inform BFI Mobile GmbH & Co. KG accordingly and to learn from the responsible authority the actual and legal conditions under which this is possible and permitted. No further claims against BFI Mobile GmbH & Co. KG apply.

Prohibition of assignment
The contractual partner is not entitled to entirely or partially assign claims or rights from contracts with BFI Mobile GmbH & Co. KG to third parties.

Software
The producers' respective license terms apply additionally concerning the guaranteed features of the software delivered by BFI Mobile GmbH & Co. KG.

Projects and BFI software
All copyrights of software projects of BFI Mobile GmbH & Co. KG are reserved. The right of use of project results can only be assigned to third parties by approval of BFI Mobile GmbH & Co. KG. The approval can be made expressively or by implication in the contract containing the agreement on the implementation of the respective project. The service content and the service scope are specified in the service description of BFI Mobile GmbH & Co. KG upon BFI software delivery. If software development is due, the customer only receives the unrestricted and exclusive right of use and disposal for the entire result of the works conducted by BFI Mobile GmbH & Co. KG under the condition that this has been expressively agreed upon. The delivery of source codes also has to be expressively agreed upon.

Applicable Law, Place of Jurisdiction
These terms and conditions and all legal relationships between BFI Mobile GmbH & Co. KG and the contractual partner are subject to the law of the Federal Republic of Germany. As far as legally permissible, Hamburg is exclusive place of jurisdiction for any dispute arising directly or indirectly from the contractual relationship. This also applies to lawsuits concerning bills of exchange or checks. In addition, the electrical industry's general provisions regarding services and deliveries apply. The invalidity of individual points of these terms and conditions does not affect the validity of the remaining terms. Rather, instead of the invalid terms a compensatory term corresponding to or approximating the purpose of the agreement applies. This compensatory term would have been agreed upon by both parties in order to achieve the identical economic objectives, had they known of the term's invalidity. The same applies accordingly for the terms' incompleteness.

The contract language is German. In the case of conflict, the German version of these terms and conditions has precedence over other language versions of these terms and conditions.

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