1. Applicability
These Standard Terms of Business (STB) apply to all offers and goods and services supplied by N-TEC GmbH, hereinafter also called "N-TEC", to customers, representatives or other contracting parties, hereinafter called CUSTOMERS. They also apply to all future business between the contracting parties without need for further reference to these STB.
The STB apply on all points except those for which different terms have been agreed in a specific case on the basis of an order acknowledgement and confirmed by N-TEC in writing. The Customer’s terms of business, unless expressly and specifically accepted, are hereby expressly rejected and will not be recognised, regardless of whether they contain provisions at variance with or supplementary to these contract terms. These STB apply even if N-TEC executes a contract unconditionally while aware of the Customer’s conflicting or differing terms of business. eviations from these STB must be documented in writing. To be effective, promises, ancillary agreements and amendments of contract require written confirmation by N-TEC.

2. Offer, order acknowledgement, conclusion of contract
Offers from N-TEC are provisional and non-binding. The Customer is committed to his offer vis-à-vis N-TEC for two weeks. In commercial business N-TEC’s written order acknowledgement is definitive for type and delivery.
Technical details and specifications relating to the contract goods in offers, brochures and other N-TEC materials are non-binding. The right is reserved to alter models, designs and features, provided that such alteration does not cause a change in the contract goods which the Customer cannot reasonably be expected to accept.
Employees and other authorised agents are not – unless they hold an agency by operation of law – entitled or authorised to enter into oral agreements outside the contractual terms approved in writing by N-TEC.
The invalidity of individual contract terms does not affect the validity of the remaining terms.

3. Prices
The prices for system machines are those quoted at conclusion of contract unpackaged ex-works.
Prices do not include the costs of transport to the Customer, spares or accessories. Packs become the Customer’s property and are billed for by N-TEC in the shipping charges.
Prices do not include statutory value-added tax, which is charged additionally at the appropriate statutorily applicable level.
Accessories and spares together with customer services are supplied or rendered only for net cash or cash on delivery.
In the case of contracts with a life of more than four months and deliveries under continuous obligations N-TEC reserves the right to raise prices in line with cost increases incurred, especially those due to increases in material costs. On request N-TEC will provide the Customer with evidence of the cost increase.

4. Payment terms; arrears
Unless the order acknowledgement or other written agreements with the Customer determine otherwise, the invoice amount is payable immediately without deduction on receipt of invoice.
Payments are always counted first towards costs and interest, then towards the longest-standing claim. N-TEC is entitled to offset all the amounts owed to N-TEC against the amounts owed to the contracting party.
If the Customer gets into arrears by not making payment within the 30-day credit period, N-TEC is entitled without issuing a reminder to claim interest on arrears from the 31st day at 5% p.a. above the applicable base rate. If a higher amount of loss due to arrears is substantiated, N-TEC is entitled to claim this amount. The Customer is entitled to prove that N-TEC has incurred no loss or a slighter loss in consequence of the arrears.
In the event of arrears N-TEC is entitled to charge expenses of € 10.00 per reminder and all collection costs, and also to withhold all promised deliveries pending payment in full of all outstanding principal and subsidiary claims. From the date of default onwards further deliveries are made only against cash in advance. Default invalidates any other special terms agreed with the Customer. In the event of default N-TEC may at any time assert its reservation of ownership and recover and sell at the Customer’s expense goods manufactured by N-TEC itself until all unpaid principal and subsidiary claims have been covered by this sale.
Cheques and bills of exchange are accepted only by special agreement and only as conditional payment, all collection expenses and discount charges being billed for.
The Customer may offset or withhold against claims of N-TEC only if his counterclaims have been established in law, are uncontested or have been accepted by N-TEC in writing.

5. Delivery; passing of risk
Unless otherwise agreed, deliveries are always made "ex works" against cash in advance.
Delivery is made at the Customer’s expense. Unless agreed otherwise, shipping route and small goods are to be at N-TEC’s discretion.
If the delivery or its acceptance is delayed for reasons within the Customer’s sphere of responsibility, the goods are stored at the Customer’s expense and risk. In this case notice of dispatch readiness is equivalent to dispatch. The risk otherwise passes to the Customer on handover of the goods to a haulier or carrier, at the latest however when the goods leave the N-TEC store. If the goods were stipulated in a contract for work, the risk passes on acceptance.
Transport insurance is taken out only at the Customer’s express request and at his expense.
If the Customer orders several articles which are not all immediately available and cannot therefore be shipped together, N-TEC is entitled to deliver the goods in instalments as they become available, unless a functional connection between the items or other factors make partial delivery clearly pointless to the Customer.
If the ordered goods are shipped via a haulage company, they are delivered to the main entrance. Further-reaching transport services can be agreed with the carrier; additional costs hereby incurred are paid by the Customer direct to the carrier.
Delivery periods are guide dates ex works and depend on punctual supply of the requisite documents and input materials and also on the stipulated advance payments by the Customer or third parties. If modifications or additions are subsequently requested by the purchaser, the delivery period is extended accordingly. A delivery date is binding if it has been confirmed in advance by N-TEC in writing. This delivery date has been complied with if within the delivery period N-TEC has shipped the goods or informed the buyer of dispatch readiness.
N-TEC is entitled to defer deliveries by the duration of a delaying factor or to cancel the contract in whole or in part if an instance of force majeure eventuates. The following in particular rate as force majeure: war, rebellion, government action, fire, measures associated with industrial disputes, specifically with strikes or lockouts, shortage of raw materials or power and disruption of work or transport at N-TEC or its suppliers.

6. Default of acceptance by the Customer
In the absence of informal/formal acceptance of the goods by the Customer N-TEC is entitled after an additional period of 14 days has been set and has expired without result to cancel the contract or claim compensation for non-fulfilment. In the latter case N-TEC may without evidence claim 30% of the price in compensation, unless the loss incurred is demonstrably substantially lower than this. N-TEC reserves the right however to claim a higher actual loss. Instead of asserting these rights N-TEC is entitled after a reasonable additional period has been set and has expired without result to dispose of the goods elsewhere and supply goods to the Customer within a reasonably extended period.
If dispatch of the goods is delayed at the Customer’s request, N-TEC is entitled, starting one month after notifying dispatch readiness, to bill the Customer for the storage expenses incurred; for storage in N-TEC’s own premises the charge to the Customer shall be at least 1% of the invoice amount for each month.

7. Defect notices
Deliveries are to be checked for correctness immediately on receipt. If a consignment has not been received, N-TEC must be notified in writing within not more than 8 days from receipt of invoice. Overt defects and quantity deviations must be brought to N-TEC’s attention in writing promptly, within not more than 8 days from the goods’ arrival at the destination, with a precise statement of the defect and reference to the delivery-note or invoice number. If the Customer neglects timely examination of the goods and notification of any defects, the goods are deemed approved by analogy with §§ 377 f. of the German Commercial Code (HGB).
Latent defects must likewise be reported as soon as they are detected; a time limit of 1 year from receipt of the goods applies here.
Defect notices may relate only to material defects, expressly warranted properties or quantity deviations; no other defect notices can be accepted.
The Customer is obliged to return incorrect or defective goods to N-TEC without delay, not more than 8 days after notifying a defect, or within a year in the case of defects which are not obvious. If he does not discharge this obligation on time, the warranty commitment ceases to apply. Defect notices do not release the Customer from meeting his payment commitments to N-TEC.

8. Warranty
If an agreed delivery deadline is culpably exceeded, N-TEC is in default only after expiry of a reasonable additional period set by the Customer, which must be at least 2 weeks.
If the delivered goods are defective or lack warranted properties, N-TEC will at the Customer’s discretion supply replacements or remedy the defect at no cost to the Customer. Where the defective item is a service rendered by N-TEC under a contract for work, N-TEC will at its own discretion supply either replacement or remedy at no cost to the Customer. Warranty commitments can also be met by N-TEC replacing assemblies with substitute assemblies. Replaced parts become the property of N-TEC. Colour variations which are unavoidable by reason of the printing process are deemed commercially accepted and do not therefore constitute a defect for warranty purposes.
If at least two attempts at remedy or replacement deliveries fail despite the granting of reasonable additional periods, the Customer may at his discretion demand a lowering of the purchase price or reversal of the contract with deduction of any benefits from use.
The warranty is confined to the contract service to be rendered by N-TEC as per order. N-TEC is therefore not liable for losses or disadvantages attributable to materials provided by the Customer based on the following of instructions given by the Customer or on the use of software supplied by the Customer. The Customer must ensure the suitability of the software used and the compatibility of the software or accessory hardware which does not come from N-TEC.
The Customer’s entitlement to disengage from the contract is - so far as is lawful - precluded if the reason for it is a breach of obligation not related to a defect in the bought goods or work and this is not the responsibility of N-TEC, unless either injuries to life, body and health or malice are involved.
Compensation claims based on a defect in the bought goods or work are limited to the typical and foreseeable loss for the type of contract in the cases of slightly negligent breach of an obligation material to the contract and of claims for the absence of a warranted property.
Unless otherwise indicated below, further-reaching claims by the Customer are precluded, irrespective of legal basis. N-TEC is not liable for losses not incurred in the goods themselves. In particular N-TEC is not liable for loss of expected profit or other economic losses by the Customer.
The above exemption from liability does not apply if the cause of loss is based on intent or gross negligence.
Claims in respect of material defects in new goods expire by limitation at the end of a term of one year from delivery of the goods. If the Customer is the consumer, a limitation period of two years applies.

9. Warranted properties
Only the information in the written offer or N-TEC’s order acknowledgement is definitive for the properties of the contract goods. N-TEC guarantees no properties, qualities or features above and beyond this or the product’s suitability for a specific use, even if this might be presumed from its construction.

10. Reservation of ownership
The supplied goods remain the property of N-TEC until all amounts owing under the supply of goods to the Customer have been paid. Exercise of the reservation of ownership does not signify cancellation of the contract.
The Customer is entitled to process and sell the reserved goods in the course of normal business, provided he is not in arrears. Pledging and collateral assignment are not permitted. The Customer hereby assigns to N-TEC in advance the full amount of claims arising from resale or some other legal basis in relation to the reserved goods pending payment of all amounts due from him for goods delivered or other contract services or the claims accruing to him from disposal, together with all subsidiary rights. The Customer remains entitled to collect these amounts owed, but only as long as he fulfils his obligations to N-TEC. He must promptly pay over amounts collected to N-TEC if debts are due and payable from them. On request from N-TEC the Customer is obliged to notify the garnishee.
Should the reserved goods be seized by third parties, especially by levy of execution, the Customer must draw attention to N-TEC’s ownership of them, inform N-TEC and immediately surrender the relevant and available documents. Costs arising are borne by the Customer.
Goods are always processed or transformed for N-TEC, but without obligation for N-TEC. If (co-) ownership is ended by combination with other materials, it is agreed here and now that the Customer’s (co-) ownership of the combined item passes proportionately by value (invoice value) to N-TEC. The Customer holds the (co-) owned property in safe custody free of charge.
The Customer is obliged to store the goods belonging to N-TEC properly and insure them appropriately. The rights arising from this insurance are assigned to N-TEC here and now, solely for security purposes, for the duration of the reservation of ownership. N-TEC accepts the assignment.

11. Data protection
N-TEC will use the details provided by the Customer such as name, address, telephone number, fax number and email address solely for processing the purchase order and other contractual relations with the Customer. Data is not passed to third parties.

12. Final provisions
Ancillary agreements and other agreements between the contracting parties must be in written form.
The place of performance is Munich, unless a different place of performance is expressly stipulated.
If the Customer is a trader, a corporate body under public law or a special fund under public law, the sole legal venue for all claims arising under the contractual relationship is Munich.
The contract is governed solely by the laws of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods is excluded.