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General terms and conditions

Terms of Service

§ 1 Validity of the conditions

  1. The deliveries, services and offers of SatKing GmbH are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. At the latest with the receipt of the goods or services, these conditions are considered accepted. The validity of the general terms and conditions of the buyer, in particular purchase conditions, is hereby contradicted, d. H. they will not be recognized even if we do not explicitly object to them again after receipt by us.

  2. Deviations from these terms and conditions are only effective if we confirm them in writing.

§ 2 Offer and conclusion of contract

  1. Sofern diese Allgemeinen Geschäftsbedingungen nachträglich einbezogen werden, gilt ein Vertrag als aufgelöst, sofern die Voraussetzungen von § 2 Ziffer 1 nicht vorliegen.
  2. Declaration of acceptance and all orders require our written confirmation in order to be valid. The same applies to supplements, modifications or subsidiary agreements. In case of immediate delivery the written confirmation can also be replaced by invoice.

  3. Drawings, illustrations, dimensions, weights and other services are to be understood as approximate values ​​only and in particular represent no assurance of properties, unless they are expressly described in writing as binding.

  4. The sales employees of SatKing GmbH are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.

  5. If a buyer exceeds his credit limit by calling up, we are released from our delivery obligation. However, the customer is offered the option of purchasing goods against payment in cash if his credit limit is exceeded.

  6. Insofar as these General Terms and Conditions are subsequently included, a contract shall be deemed dissolved if the requirements of § 2 (1) are not met.

§ 3 Prices

  1. Unless otherwise stated, SatKing GmbH is bound by the prices contained in its offers for 7 days from the date of their entry. Decisive are the prices stated in our order confirmation. Additional deliveries and services will be charged separately.
  2. The offers of SatKing GmbH are non-binding. Price increases due to currency fluctuations are charged to the customer for goods not yet delivered.
  3. The prices are, unless otherwise agreed, plus packaging, environmental allowance, cash on delivery, transport, toll, freight insurance, plus applicable VAT on the day of delivery from stock SatKing GmbH or direct delivery from German border or German port of entry.

§ 4 Delivery and service time

  1. Dates and delivery times are not binding, unless otherwise agreed in writing. The specification of specific delivery times and delivery dates by SatKing GmbH is subject to the correct and timely delivery of SatKing GmbH by suppliers and manufacturers.
  2. Delivery and service delays due to force majeure and other unforeseen events that make SatKing GmbH significantly more difficult to deliver or make impossible and are not attributable to SatKing GmbH (this includes in particular war, warlike events, piracy, official orders, non-granting Approvals, import or transit licenses, national measures to restrict trade, strike, lockout and other disruptions of any kind, traffic disruptions, natural phenomena, whether these events occur at SatKing GmbH, its suppliers or their subcontractors), entitle SatKing GmbH, Delivery or service to postpone the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract - if not yet fulfilled - in whole or in part.

  3. If the hindrance lasts more than 3 months, the purchaser is entitled after a reasonable written period of grace (at least 14 days) to withdraw from the contract - if not fulfilled - in whole or in part. If, in application of clause 2, the delivery time is extended or SatKing GmbH is released from its obligation, the purchaser can not derive any claims for damages. SatKing GmbH can only invoke these circumstances if the buyer has been notified immediately.

  4. Insofar as SatKing GmbH is responsible for non-compliance with binding deadlines and deadlines and is in default, the buyer is entitled to compensation for delay amounting to 1/4% for each completed week of delay, but not exceeding 5% of the net total. Invoice value of the deliveries and services affected by the delay. Further claims are excluded, unless the delay is based at least on gross negligence of SatKing GmbH.

  5. SatKing GmbH is entitled to partial deliveries and partial services. In the case of delivery contracts, every partial delivery and partial service is deemed to be a separate service. The delivery period is also extended by the period with which the buyer is in default with the fulfillment of his contractual obligations.

  6. As far as the date of our delivery or service is not stated separately on our invoice, it corresponds to the invoice date.

§ 5 Default of acceptance

  1. For the duration of the acceptance delay of the buyer SatKing GmbH is entitled to store the delivery items at the risk and expense of the buyer. SatKing GmbH can also help a freight forwarder or a warehouse keeper.

  2. During the period of default in acceptance, the buyer has to SatKing GmbH as compensation for the resulting storage costs without further proof per week flat rate 1% of the net invoice value, but not more than 50 € per week to pay - unless the buyer proves a lower damage. In case of higher storage costs SatKing GmbH can demand the replacement of these costs against proof from the buyer.

  3. If the buyer refuses to accept the delivery items after expiry of a grace period set for him or if he declines to accept the goods, SatKing GmbH can refuse to fulfill the contract, withdraw from the contract and claim damages for non-fulfillment. SatKing GmbH is entitled to claim damages either as a lump sum 25% of the agreed gross purchase price - unless the buyer claims less damage - or to demand compensation from the buyer for the damage actually incurred.

§ 6 Delivery quantity / incorrect delivery

  1. Visible differences in quantity must be reported in writing immediately upon receipt of goods, hidden differences in quantity within 4 days after receipt of goods by SatKing GmbH and the carrier. Acceptance of the goods by the freight forwarder or forwarding agent is considered proof of correct quantity, faultless wrapping and loading. Furthermore, the buyer agrees in case of accidentally by SatKing GmbH without ordering the buyer delivered goods within 14 days of such a false delivery in writing to SatKing GmbH and keep the goods ready for retrieval by a to be hired by SatKing GmbH forwarding agent or carrier.
  2. If such a written notification of a wrong delivery is not made or not timely, this is deemed approved, so that the buyer is obliged to pay the usual and reasonable purchase price for the goods to SatKing GmbH.

§ 7 Transfer of Risk

  1. The risk passes to the buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the warehouse of SatKing GmbH for the purpose of dispatch. If the shipment is delayed or becomes impossible without our fault, the risk passes to the buyer with the notification of readiness for shipment. An agreed assumption of transport costs by SatKing GmbH has no influence on the transfer of risk.

§ 8 Liability for defects

  1. Warranty claims of the customer presuppose that he has duly fulfilled his duties of inspection and notification of defects pursuant to § 377 HGB.

  2. Insofar as there is a defect in the purchased item, the customer is entitled to demand supplementary performance. The supplementary performance is carried out at our option either by elimination of defects or by delivery of a defect-free item. We are entitled to two attempts at rectification. In the case of removal of the defect, the necessary expenses shall be replaced only insofar as they have not been increased by the fact that the goods have been moved to a place other than the place of performance.

  3. If the supplementary performance fails, the customer is entitled, at his option, to demand rescission or reduction.
    We are liable according to the legal provisions, as far as the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are charged with intentional breach of contract, the liability for damages is limited to the predictable, typically occurring damage.

  4. We are liable according to the legal provisions, if we culpably violate an essential contractual obligation; In this case, however, the liability for damages is limited to the predictable, typically occurring damage.

  5. Insofar as the customer is entitled to compensation for the damage instead of the service, our liability is also limited within the scope of para. 3 to compensation for foreseeable, typically occurring damage.

  6. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.

  7. Unless otherwise stipulated above, liability is excluded.

  8. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

§ 9 Joint liability

  1. Further liability for damages as provided for in § 8.6 is excluded - regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB.

  2. The limitation under paragraph 1 also applies if the customer, instead of claiming compensation for the damage, demands replacement of useless expenses instead of performance.

  3. Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 10 Returns / subsequent performance

  1. Defective products are with indication of the model and serial number as well as a copy of the delivery or invoice documents with a precise error description to the

    SatKing GmbH, Abteilung Service, Junkersring 18, 53844 Troisdorf

    or - if agreed - to send or deliver to the supplier. The replacement of individual parts, assemblies or entire devices, no new warranty periods with respect to the claims and rights due to defects come into force. This excludes limitation of the parts affected by the removal of defects.
  2. The buyer is obliged to regularly and properly back up the data and has to ensure that the data is secured before the goods are sent. SatKing GmbH assumes no liability for lost data and consequential damages. Costs of data backup or reinstallation of software or the devices themselves regarding the equipment to be repaired are not covered by SatKing GmbH.

§ 11 Retention of title

  1. Until SatKing GmbH is entitled to any claims against the Buyer now or in the future, SatKing GmbH shall be granted by the Buyer the following securities, which SatKing GmbH will release upon request of the Buyer at its discretion, insofar as their value effectively reverses the claims exceeds 20%.

  2. The goods remain the property of SatKing GmbH (reserved goods). Any working or processing is always carried out for SatKing GmbH as a manufacturer within the meaning of § 950 BGB, without obliging SatKing GmbH. In the case of processing or combination of the reserved goods with other goods, SatKing GmbH generally has a co-ownership share in the new item, namely in the ratio of the value of the reserved goods to the value of the new item, in the ratio of the value of the reserved goods to the value of the other goods , Should the buyer become the sole owner, he grants us co-ownership in the ratio of the stated values ​​and keeps the item for us free of charge. If the goods resulting from processing or connection are resold, the advance assignment agreed below shall only apply in the amount of the value of the reserved goods.

  3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default of payment towards SatKing GmbH. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns to us in full the claims arising from the resale or any other legal reason (insurance, tort) with respect to the reserved goods (including all balance claims from current account). He is obliged to collect the claims assigned to us for his account in his own name until SatKing GmbH informs him in writing that he wishes to do so himself. The collection authorization can only be revoked if the buyer does not meet his payment obligations properly. The claim arising from the resale of the reserved goods does not expire because the customer or his customer makes the claim the subject of a current account.

  4. In the case of access by third parties to the reserved goods, the buyer will point out the property of SatKing GmbH and notify them immediately.

  5. If the buyer is in default of payment, is close to imminent default in payment, his creditworthiness is diminished or he culpably fails to fulfill any other essential contractual obligations, SatKing GmbH is entitled to take back the reserved goods or to demand assignment of the buyer's claims for return against third parties.

  6. For security purposes, SatKing GmbH gains access to the rooms and access to the buyer's delivery and accounting records. In particular, SatKing GmbH receives a customer balances list with customer addresses upon first request.

  7. In the withdrawal as well as in the seizure of the conditional commodity by us there is no resignation of the contract, as far as the consumer credit law does not apply.

  8. The collateral also covers goods that are solicited and / or acquired by the insolvency administrator unilaterally in the course of insolvency proceedings.

  9. The assignments are accepted.

§ 12 Payment

  1. The invoices are payable by direct debit and are due immediately, unless otherwise agreed. The delivery is basically unfree, d. H. at the expense of the buyer by parcel service, forwarding agency or own vehicle, unless it was agreed otherwise in writing. The goods can be insured against transport damage for a small fee.

  2. SatKing GmbH settles the payments according to the legal regulations (§§ 366, 367 BGB).

  3. A payment is deemed to be made only when we can dispose of the amount. Checks are accepted only on account of fulfillment and are only valid after their final redemption as payment.

  4. Any discount deductions may only be made if all due invoices have been paid on time. The receipt of payment at SatKing GmbH is decisive.

  5. All claims shall be due immediately if the Buyer defaults on payment, culpably fails to meet any other essential obligations under the contract or if we become aware of circumstances that are likely to reduce the

  6. Customer's creditworthiness, in particular cessation of payments and / or pending insolvency proceedings. In these cases, we are entitled to withhold any outstanding deliveries or to execute them only against advance payment or securities.

  7. The buyer is only entitled to offset or to exercise a right of retention if the counterclaims have been legally established or are undisputed.

§ 13 Prohibition of assignment

  1. The assignment of claims against us to third parties is excluded unless we have expressly consented to the assignment. Approval must be given if the buyer demonstrates material concerns that outweigh our interests in maintaining the cession prohibition.

§ 14 Use of the products

  1. The Products are intended for normal commercial use in accordance with the operating instructions and not for use in critical security systems, nuclear power plants, military or medical life-support equipment or weapons production. No liability is accepted for use in these areas.

§ 15 Intellectual Property Rights

  1. All existing industrial property rights for the products are and will remain the property of the suppliers / manufacturers. Any use requires the approval of the appropriate supplier / manufacturer. As far as software is included in the scope of delivery, it will be left to the commercial purchaser solely for one-off resale and to the end user for sole use, d. H. he may neither copy nor modify them nor let others use them. A multiple right of use requires a special written agreement. The software is delivered in accordance with the license agreements of the suppliers / manufacturers whose compliance the customer has already assured at this point. SatKing GmbH assumes no liability for the infringement of industrial property rights if the products are exported from the "country of sale" provided by SatKing GmbH to another country, as it can not be guaranteed that all rights are protected there.

§ 16 Confidentiality

  1. The purchaser is obliged to keep confidential all information that becomes available to him in connection with the deliveries of SatKing GmbH, which are clearly recognizable as business or trade secrets of SatKing GmbH due to other circumstances and are to be kept confidential is not necessary to achieve the purpose of the contract - neither to record nor to pass it on to third parties or to exploit it in any way.

§ 17 Privacy and data storage

  1. SatKing GmbH is entitled to process the data relating to the business relationship or in connection with it about the purchaser, whether these originate from the purchaser or from third parties, within the meaning of the Federal Data Protection Act. Customer data is stored in accordance with § 33 BDSG.

§ 18 Export 

  1. Re-export from the Federal Republic of Germany is subject to German, EU and US export regulations. The buyer is responsible for obtaining the export permits from the Federal Export Office Eschborn. He is responsible for compliance with the relevant provisions to the end user.

§ 19 Applicable law

  1. For the terms and conditions and the entire legal relationship between SatKing GmbH and the buyer, the law of the Federal Republic of Germany, excluding the UN sales law. Insofar as the purchaser is a registered trader within the meaning of the HGB, a legal entity under public law or a special fund under public law, Braunschweig is the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. SatKing GmbH is, however, entitled to sue the buyer at any other place of jurisdiction. Furthermore, Braunschweig is the place of performance and the place of transfer within the meaning of the Packaging Ordinance.

  2. Should one or more provisions of these General Terms and Conditions be or become ineffective or contain a loophole, the contracting parties undertake to enter into negotiations with the aim of replacing or supplementing the ineffective or incomplete provision by an appropriate individual agreement which serves the economic purpose of the as far as possible. The validity of the remaining provisions remains unaffected.

§ 20 Project business

  1. If the manufacturer offers special project prices for project business, the buyer must provide SatKing GmbH with a copy of the proof of delivery of the products and the invoice to the end customer within 10 days of being requested to do so. The buyer is obliged to observe the respective guidelines in the project business. This also applies to the retention obligation of the documents belonging to the project business according to commercial and tax regulations. If the buyer violates our or the manufacturer's policy, SatKing GmbH has the right to charge back the amounts wrongly received by the buyer and to exclude the buyer from future special project prices.

§ 21 Advertising

  1. The buyer declares his explicit consent to receive advertising by SatKing GmbH by fax or e-mail without prior request.
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