Supporting memberships:

§ 1 Application of terms and conditions
(1) Deliveries, services and quotations by zweiB GmbH will be effected exclusively on the basis of these General Terms and Conditions. These will also apply for all future business transactions even if no explicit consent is given to them again. These General Terms and Conditions will be deemed to have been agreed at the latest when goods or services are accepted. We hereby reject any counterconfirmation by the Customer with reference to to his own terms and conditions of business.

(2) All agreements between zweiB GmbH and the Customer for the purpose of execution of this Agreement must be recorded in writing in the contract.

§ 2 Offer and conclusion of contract
(1) All offers made by zweiB GmbH are subject to change without notice, are without obligation and are subject to technical enhancements and interim rental. A contract will come into existence if confirmed in writing or by fax, or if zweiB commences fulfillment of ordered services. Any amendments or modifications to the order must be made in writing.

(2) Drawings, diagrams, dimensions, weights or other data relating to performance are only binding if this was explicitly agreed in writing.

(3) zweiB employees are not entitled to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written agreement.

(4) By confirming the order, the Customer guarantees that there are no third-party rights or measures by official authorities that may conflict with it. The Customer guarantees that he is the owner of the rights of use and performance that are required for the rented service. In the event of any infringement of third-party rights, the Customer will indemnify zweiB from any claims made by the third party. Furthermore, the Customer will bear any costs for legal defence that may arise for zweiB GmbH.

§ 3 Prices
(1) Unless otherwise agreed in writing, our list prices ruling at the the time of the conclusion of the contract will apply, plus value added tax at the applicable rate. All prices are quoted ex warehouse, excluding dispatch, transport, insurance and packing. Additional services (such as assembly, consumables etc.) will be charged separately.

(2) Insofar as prices are charged after the operating life of the equipment, the charge will be based on the value of the equipment determined by zweiB on return of the equipment or at the end of the project.

(3) zweiB GmbH is entitled to insure the equipment at the Customer's expense against theft, breakage, fire, water and other damage unless the Customer can provide evidence that he has taken out insurance for an appropriate amount. Evidence of the Customer's insurance must be submitted to zweiB GmbH in writing before the rental period commences; evidence of insurance supplied later will not be recognised. Insurance may also be billed by zweiB GmbH subsequently.

§ 4 Delivery period, return
(1) The delivery period agreed is deemed to be approximate only. The delivery period commences on the day that the order confirmation is sent, but not before any technical questions still open on conclusion of the agreement have been clarified, not before receipt of any authorisations or approvals that the Customer may have to obtain and not before receipt of any agreed advance payment. The delivery period will be deemed to have been met if the goods have left the warehouse by the end of the delivery period or, if the goods are being shipped, if they have been declared ready for shipment.

(2) zweiB may not be held liable for delays in delivery and performance due to force majeure and due to events that make it not just temporarily difficult or impossible for zweiB to deliver or perform - including in particular strike, lockout, official directive etc. even if they occur to a supplier of zweiB GmbH or a supplier's sub-contractor – even in the event of binding contractually agreed periods and deadlines.

(3) The Customer must duly meet his own obligations if zweiB GmbH is to fulfil its delivery and performance obligations. This also includes the Customer's payment of all issued and due invoices.

(4) Should the Customer be late in acceptance, zweiB GmbH will be entitled to claim any costs that it has incurred.

(5) Rented equipment must be returned by 10:00 am on the date entered on the delivery note. In the event of a delay in return, zweiB will be entitled to invoice the extended rental period to the Customer at undiscounted list prices. In the event that equipment is not returned in the correct state (cable not rolled up, dirty equipment etc.) zweiB will charge any labour costs incurred to the Customer.

§ 5 Payment, discounts
(1) Unless otherwise agreed, zweiB invoices are payable within 10 days of issue without deductions. Cash discounts require separate agreement. If the Customer delays payment, zweiB will issue reminders for collection.

(2) If the customer falls into arrears zweiB GmbH will be entitled to claim interest from the relevant date onwards at 2 % above the applicable bank rat of the German Federal Bank as overall compensation. zweiB reserves the right to demand a higher rate of interest. Any discounts granted become invalid if the agreed payment period is exceeded.

(3) For new customers, or if zweiB GmbH is made aware of circumstances that put the Customer's creditworthiness into question, zweiB GmbH will be entitled to demand immediate payment of all outstanding amounts even if it has accepted cheques. In this case, zweiB is also entitled to demand payment in advance or collateral security.

(4) The Customer is only entitled to offset or retain invoice amounts against undisputed or legally established counterclaims.

(5) Company discounts granted in previous offers or invoices are not binding for discounts being granted in the current transaction.

§ 6 Cancellation
(1) The Customer may cancel his order at any time. Cancellation must be declared in writing. The date of cancellation is determined by the receipt of notice of cancellation by zweiB GmbH.

(2) In the event of cancellation, zweiB GmbH may demand reasonable compensation for preparation work performed. In the event of cancellation within 10 days prior to the commencement of the rental period, zweiB GmbH will require 55 % of the total remuneration, and within 3 days 80 %. zweiB GmbH reserves the right to demand higher compensation if it can prove that it incurred higher costs.

§ 7 Exceptional termination
(1) Regardless of the conditions agreed in § 6, the agreement may only be terminated by either party for an important reason. This applies in particular when additional services must be provided by zweiB GmbH.
(2) zweiB GmbH is entitled to terminate the agreement without notice if the Customer experiences a serious deterioration in his financial situation, in particular if he fails to meet obligations arising from the Agreement, if attachments or other compulsory enforcements are served or if insolvency proceedings are instituted on his assets or out-of-court composition proceeding are applied for.

§ 8 Warranty
(1) The warranty obligation for obvious defects in the goods becomes void if the Customer fails to inspect the goods immediately on receipt and fails to inform zweiB GmbH immediately. Reproof must be made in writing.

(2) No warranty will be given for damage that arises for the following reasons: unsuitable or improper use, faulty assembly or commissioning by the Customer or third party, normal wear and tear, faulty or negligent handling, unsuitable operating material.

§ 9 Limitation of liability
(1) Claims for damages arising from positive breach of obligation and tortuous liability are excluded both against the managing directors and their employees and their representatives or agents unless intentional or grossly negligent actions are involved.

(2) Any liability is limited to the the damages that are foreseeable at the time the contract is concluded.

§ 10 Retention of title
(1) All purchased goods remain the property of zweiB GmbH until full payment has been made.

§ 11 Applicable law, jurisdiction, separability
(1) The laws of the Federal Republic of Germany will apply to the business relationship and to all legal relations between the contractual parties.

(2) The exclusive place of jurisdiction is Munich.

(3) Should any provision in this Agreement be or become invalid, the remaining provisions will remain effective. Any such a provision must be translated into a valid provision that corresponds to the economic intent of the one it replaces.