Terms and Conditions

General Terms and Conditions of Sale, Delivery, and Payment

GK VISION GmbH
(As of June 2024)
Website: www.visiontechnik.de

I. General Provisions

These General Terms and Conditions (hereinafter referred to as “GTC”) apply only if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
Offers, sales, deliveries, and services of GK VISION GmbH (hereinafter: GK VISION) are made exclusively based on the following GTC in their latest version. Additionally, these GTC are available on the internet at www.visiontechnik.de/agb and can be freely accessed and saved or printed by the buyer.
These GTC shall also serve as a framework agreement for all future transactions regarding the sale and/or delivery of movable goods as well as the provision of other services with the same buyer, without GK VISION having to refer to them again in each individual case.
Any terms and conditions of the buyer are expressly rejected. Deviations from the GTC of GK VISION shall only be valid if – and only for the specific case in question – they have been confirmed in writing by GK VISION as an addition to these GTC. This requirement for confirmation applies in any case, for example, even if GK VISION, knowing the buyer’s terms and conditions, unconditionally executes the delivery to him.

II. Offers

The offers of GK VISION are non-binding.
Technical changes as well as changes in form, color, and/or weight are reserved within reasonable limits.
The documents belonging to the offer, such as illustrations, drawings, weight, and dimensional data, are only approximate unless expressly stated as binding. GK VISION reserves the ownership and copyright of cost estimates, drawings, and other documents; they must not be made accessible to third parties.
The items to be delivered are designed, manufactured, and equipped according to the statutory provisions applicable in the Federal Republic of Germany. If the buyer desires deviations from this, he must communicate this when placing the order. At the same time, the differing regulations must be provided in written form in German or English. Any necessary adjustment of the price and the delivery date due to the buyer’s request remains reserved.
GK VISION is entitled, at the time of contract conclusion, to stipulate delivery against advance payment or cash on delivery and to demand suitable security for the purchase price claim.

III. Conclusion of Contract

By placing an order, the buyer declares his binding intention to purchase the item.
GK VISION is entitled to accept the contractual offer contained in the order within four weeks after receipt. A contract is concluded – in the absence of a special agreement – with the written order confirmation from GK VISION, but no later than with the delivery of the purchased item or service by GK VISION. No oral collateral agreements exist at the time of contract conclusion.
For orders placed electronically, the receipt of the order will be confirmed immediately. The acknowledgment of receipt does not constitute a binding acceptance of the order. The acknowledgment of receipt can be combined with the declaration of acceptance.
For the scope of delivery or service by GK VISION, the written order confirmation from GK VISION is decisive. If such an order confirmation is not available, but an offer with a time limit was made by GK VISION and this offer was accepted by the buyer within the deadline, the offer in question determines the scope of delivery.
In individual cases, explicitly made individual agreements of the buyer with GK VISION (including collateral agreements, additions, and changes to these GTC) take precedence over these GTC, as far as they were made after the conclusion of the contract. For the content of such individual agreements, a written contract or – if such a contract does not exist – the written confirmation by GK VISION to the buyer is decisive.

IV. Prices and Payments

The prices are understood to be ex-works GK VISION (according to INCOTERMS 2010 “EX WORKS”) plus the statutory value-added tax.
The buyer bears the costs of shipment.
Unless otherwise agreed by the parties, the purchase price is payable within 14 days from the invoice date. The buyer is in default of payment upon a reminder from GK VISION. A reminder is not required if a calendar time is specified for the payment or the payment is to be made after the occurrence of an event within a specified period. The buyer is also in default of payment at the latest 30 days after receipt of the invoice from GK VISION or – if the time of receipt of the invoice cannot be determined for GK VISION – 30 days after receipt of the purchased item.
The timeliness of payment is determined by the receipt of payment at GK VISION.
During the period of default, the monetary debt is subject to interest at 8% above the base rate of the ECB, whereby GK VISION reserves the right to prove and claim higher default damages. If the buyer does not pay the owed sum after a reasonable written grace period has been set, GK VISION has the right to withdraw from the contract, claim compensation for expenses, or demand damages instead of performance.
If, between the conclusion of the contract and the agreed delivery date, wages, material costs, or market entry prices increase, GK VISION is entitled to increase the price in accordance with the cost increase. If the increase exceeds 5%, the buyer is entitled to withdraw.
If the buyer unjustifiably withdraws from the contract, GK VISION can, without prejudice to the possibility of claiming higher actual damages, demand 10% of the sale price for the costs incurred in processing the order and for the lost profit. The buyer is allowed to prove a lower damage.
If circumstances become apparent to GK VISION after the conclusion of the contract that significantly reduce the creditworthiness of the buyer or if there are justified doubts about the buyer’s ability to pay, GK VISION is entitled to refuse its performance as far as it has not yet been provided. In such a case, GK VISION may set a deadline within which the buyer, at his discretion, can either make the payment or provide security in return for GK VISION’s performance. If the buyer does not pay or provide security within a reasonable period set by GK VISION, GK VISION is entitled to withdraw.

V. Retention of Title

GK VISION retains ownership of the purchased item until all claims arising from an ongoing business relationship have been fully settled.
The buyer is obliged to handle the purchased item under retention of title with care. If maintenance and inspection work is required, the buyer shall carry it out regularly at his own expense.
The buyer is obliged to inform GK VISION immediately in writing of any third-party access to the purchased item (e.g., seizure, confiscation, etc.) and to point out the retention of title to the third party. The buyer must also notify GK VISION immediately in writing of any change of possession, damage, or destruction of the purchased item, as well as any change of residence.
The buyer is entitled to resell the purchased item in the ordinary course of business. The buyer hereby assigns to GK VISION all claims in the amount of the invoice amount that accrue to him from the resale against a third party. GK VISION accepts the assignment. After the assignment, the buyer is authorized to collect the claim. GK VISION reserves the right to collect the claim itself as soon as the buyer does not meet his payment obligations properly and is in default of payment. In this case, GK VISION may require the buyer to disclose the assigned claim and its debtor, provide all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.
The processing and transformation of the purchased item by the buyer are always carried out for GK VISION. If processing is carried out with items not belonging to GK VISION, GK VISION acquires co-ownership of the new item in proportion to the value of the item delivered by GK VISION to the other processed items. The same applies if the goods are mixed with other items not belonging to GK VISION.
GK VISION undertakes to release the securities to which it is entitled at the request of the buyer, insofar as their value exceeds the claims to be secured by more than 10%.
GK VISION is entitled to withdraw from the contract and demand the return of the purchased item in the event of the buyer’s breach of contract, particularly in the case of default of payment or violation of obligations under sections 2 and 3 of this section.
GK VISION is entitled to insure the purchased item at the buyer’s expense against theft, breakage, transport, fire, and water damage as well as other insurable risks, unless the buyer can prove that he has taken out such insurance himself.

VI. Delivery

Partial deliveries are permissible to the extent that they are reasonable for the buyer.
Delivery dates and delivery periods are always approximate. Compliance with delivery dates and delivery periods presupposes the timely provision of any documents, approvals, releases to be obtained by the buyer, as well as – in the case of corresponding agreements – an advance payment or the provision of security.
The delivery period or delivery date is met if, by the end of the period or the delivery date, the readiness for dispatch is communicated or the goods have left the premises of GK VISION.
The delivery items from GK VISION may be subject to so-called dual-use regulations if they are suitable for both civilian and military use. The buyer is responsible for carrying out all procedures regarding the export and import of the delivery items and bears all costs incurred for this. GK VISION will support the buyer in this regard. The delivery items may be subject to (re-)export restrictions, e.g., by the United States of America or the European Union. The buyer must comply with these regulations when reselling or otherwise exporting the items.
The conclusion of the contract is subject to the correct and timely self-delivery by GK VISION’s supplier, provided that GK VISION is not responsible for the non-delivery (existence of a congruent hedging transaction).
Unless expressly designated as such in writing, delivery dates are not to be understood as fixed dates.

VII. Transfer of Risk and Acceptance

The risk of accidental loss and accidental deterioration of the purchased item passes to the buyer at the latest with the provision of the delivery (according to INCOTERMS 2010 “EX WORKS”) and even if partial deliveries are made or GK VISION has assumed other services, such as shipping costs or delivery and installation. At the buyer’s request, the shipment will be insured by GK VISION against theft, breakage, transport, fire, and water damage as well as other insurable risks at the buyer’s expense.
If dispatch is delayed due to circumstances for which the buyer is responsible, the risk passes to the buyer from the day of readiness for dispatch; however, GK VISION is obliged to effect the insurances requested by the buyer at the buyer’s expense.
If acceptance does not take place within a period of 14 days after receipt of the notification of readiness, GK VISION may set a subsequent deadline of 14 days in writing to the buyer, combined with the declaration that after the expiry of this period, acceptance will be refused. After the unsuccessful expiry of the subsequent deadline, GK VISION is entitled to withdraw from the contract or demand damages for non-performance. The provision or subsequent deadline is dispensable if the buyer seriously and definitively refuses acceptance or is evidently unable to pay the purchase price. If GK VISION demands damages, the amount of the damages shall be determined in accordance with the provisions under section IV.7. of these GTC.
If dispatch is delayed at the request of the buyer, the buyer shall be charged, starting one month after notification of readiness for dispatch, the storage costs incurred, with a minimum of 0.5% of the invoice amount for each month for storage at GK VISION.
Delivered items must be accepted by the buyer, even if they have minor defects, without prejudice to the rights under section XI.

VIII. Force Majeure

The delivery period is subject to unforeseen, unusual circumstances that GK VISION could not avert despite reasonable care according to the circumstances of the case, whether they occurred at GK VISION’s plant or at GK VISION’s subcontractors. This includes, among other things, cases of force majeure, war, unrest, operational disruptions, strikes, lockouts, failure of specialists, official sanctions and interventions, delays in the delivery of essential raw materials, or difficulties in energy supply, as well as other unforeseen obstacles beyond the control of GK VISION. If these circumstances lead to delays and the delivery or performance thereby does not become impossible, the delivery period shall be extended accordingly. The above-mentioned circumstances are also not attributable to GK VISION if they occur during an already existing delay. GK VISION will inform the buyer of the beginning of the obstacle of the above-mentioned type within three (3) working days. If the obstacle lasts for more than 60 consecutive days, GK VISION shall be released from the delivery obligation without the buyer being entitled to any claims against GK VISION.

IX. Delay and Impossibility

If GK VISION is in slight delay with the delivery obligation, the buyer may demand compensation of 0.5% for each week of delay, but not more than 5% of the price for the part of the deliveries that cannot be put into operation due to the delay. The buyer is free to prove higher delay damages; GK VISION may prove lower damages.
Notwithstanding a right of withdrawal of the buyer in the event of defects (see section XI Warranty and section XII Legal Defects of these General Terms and Conditions), the buyer may only withdraw from the contract or demand damages in the event of impossibility of performance by GK VISION or delay if there is a breach of duty attributable to GK VISION.
In the event of delay, withdrawal, or damages in place of performance, the buyer must set GK VISION a reasonable period of at least 2 weeks for the provision of the contractually owed performance in writing, expressly stating that he will withdraw from the contract or claim damages if this period is not met (grace period with threat of refusal). After the expiration of this period, the buyer must declare at GK VISION’s request whether he insists on delivery or claims damages in place of performance or withdraws from the contract according to § 281 paragraph 4 BGB. If the buyer does not provide such a declaration within a reasonable period set by GK VISION, the buyer is no longer entitled to refuse delivery or withdraw from the contract and can only claim delivery.
Setting a grace period with threat of refusal is dispensable if GK VISION seriously and definitively refuses the contractually owed performance or special circumstances justify immediate withdrawal after weighing the interests of both parties.
The buyer may not withdraw before the due date of performance or in the case of only an insignificant breach of duty by GK VISION. Withdrawal is also excluded if the buyer is solely or predominantly responsible for the circumstances entitling him to withdraw or if a circumstance not attributable to GK VISION occurs during the buyer’s delay in acceptance.
For claims for damages or reimbursement of expenses due to delay or impossibility, the provisions in section XIV of these General Terms and Conditions apply.

X. Complaint about Defects

Obvious defects, i.e., legal or material defects, over-delivery, under-delivery, or incorrect delivery, as well as the absence of any guaranteed quality or durability of the delivery or performance (defects), must be claimed in writing immediately, but no later than 14 days after receipt of the goods. Defects that are not detectable during the usual incoming inspection must also be claimed in writing immediately, but no later than 14 days after detection.
If defects or other complaints are not claimed within the deadlines specified in section X.1 of these GTC, all warranty claims against GK VISION are excluded.

XI. Warranty

In the event of a defect – excluding legal defects, which are regulated in section XII – Legal Defects of these General Terms and Conditions – GK VISION’s warranty, in the case of a timely complaint under section X of these General Terms and Conditions, is initially limited, at GK VISION’s discretion, to subsequent performance by remedying the defect (repair) or replacement delivery, provided the buyer proves that the defect existed at the time of the transfer of risk.
The buyer must give GK VISION the necessary time and opportunity to carry out the repair or replacement delivery. The place of performance of the subsequent performance obligation is at the seat of GK VISION in Pinneberg. If the subsequent performance by GK VISION takes place at a location other than the place of delivery, the buyer shall reimburse GK VISION for the transport, travel, and accommodation costs incurred due to the dispatch to the actual place of use of the delivery items as well as other costs incurred in the context of the subsequent performance, unless the transfer to another location corresponds to the intended use of the delivered delivery items.
Otherwise, GK VISION is not obliged to carry out repair or replacement delivery if this is only possible at disproportionate costs. Such costs are disproportionate if they exceed 25% of the purchase price of the delivery items.
Any parts replaced under the warranty become the property of GK VISION.
In the event of the failure of subsequent performance – i.e., if GK VISION lets a reasonable period set for subsequent performance elapse without taking action, has carried out repair twice or a replacement delivery once, and the defect has not been remedied, if GK VISION unjustifiably refuses or unduly delays necessary repair or replacement delivery, or if subsequent performance is unreasonable for the buyer for other reasons, or if the conditions of §§ 281 paragraph 2 or 323 paragraph 2 BGB are met, or if GK VISION rightfully refuses subsequent performance due to disproportionality – the buyer may, instead of repair or replacement delivery, assert the legally provided remedies of withdrawal and reduction as well as claims for damages or reimbursement of expenses, the latter within the framework of section XIV of these General Terms and Conditions.
In the case of a minor breach of contract, particularly in the case of minor defects, the buyer does not have the right to withdraw.
If the buyer chooses damages after the failure of subsequent performance, the purchased item remains with the buyer if this is reasonable for him. Damages according to § 281 BGB – damages in place of performance – are limited to the difference between the purchase price and the value of the defective item. This does not apply if the breach of contract is due to fraudulent behavior by GK VISION.
For third-party products, GK VISION’s warranty is limited to the assignment of claims that GK VISION has against the manufacturer of the third-party products. If the buyer cannot enforce his warranty rights against the manufacturer of the third-party products, GK VISION provides warranty within the framework of these conditions. Any guarantees granted by manufacturers of third-party products remain unaffected.
If the buyer receives a defective assembly instruction, GK VISION is only obliged to provide a defect-free assembly instruction and only if the defect of the assembly instruction prevents proper assembly.
The warranty does not cover unsuitable or improper use, incorrect assembly or commissioning, natural wear and tear, incorrect or negligent handling, and physical, chemical, or other similar influences, unless these are due to a fault of GK VISION.
If GK VISION’s operating or maintenance instructions are not followed, changes are made to the delivery items, parts are replaced, or consumables are used that do not comply with the original specifications, the warranty is void to the extent that one of these circumstances caused the defect.
If the buyer is claimed for repair by his customer, GK VISION must be notified immediately and given the opportunity to carry out the repair itself.
If no warranty case exists, the buyer must pay the standard rates for labor and travel costs of GK VISION for the work carried out in connection with the alleged defects, insofar as the buyer has culpably misjudged that a circumstance within the buyer’s area of responsibility caused the alleged defect.

XII. Legal Defects

GK VISION guarantees that the contractual use of the delivery items by the buyer in the country of the place of delivery does not infringe any industrial property rights such as patents, utility models, design patents, semiconductor protection rights, trademarks, or copyrights of third parties. In the case of legal defects, GK VISION provides warranty for timely complaints under section X of these GTC by, at its discretion, providing the buyer with a legally unobjectionable possibility of use of the delivery items or modifying or exchanging the delivery items so that the property right is not infringed. If GK VISION cannot do this on reasonable terms, the buyer has the statutory rights of withdrawal or reduction. GK VISION’s obligation to pay damages or reimbursement of expenses is governed by section XIV of these GTC – Damages.
The buyer must inform GK VISION immediately in writing if third parties assert property rights to the delivery items. The buyer authorizes GK VISION to conduct the dispute with the third party alone. As long as GK VISION makes use of this authorization, the buyer may not acknowledge the claims of the third party without GK VISION’s consent; GK VISION will then defend the claims of the third party at its own expense and indemnify the buyer against all costs associated with defending these claims, provided these are not due to a culpable breach of duty by the buyer (e.g., breach of contract in the use of the delivery items). If the buyer discontinues the use of the delivery item for reasons of damage mitigation or other important reasons, he must inform the third party that the discontinuation of use does not imply acknowledgment of a property rights infringement.
Claims of the buyer are excluded if and to the extent he is responsible for the property rights infringement. They are also excluded if the property rights infringement is caused by specific specifications of the buyer, by an unforeseeable application by GK VISION, or by the fact that the delivery item was changed by the buyer or used together with products not supplied by GK VISION.
Further claims due to a legal defect are excluded.

XIII. Limitation of Claims Due to Material Defects and Legal Defects

The limitation period for all claims for defects is 12 months from the handover of the delivery items. For damages resulting from injury to life, body, or health caused by a defect attributable to GK VISION, if the defect is based on an intentional or grossly negligent breach of duty by GK VISION, in the case of fraudulent concealment of a defect, or legal defects within the meaning of § 438 paragraph 1 No. 1a) BGB, as well as in the case of guarantees (§ 444 BGB), the statutory limitation periods apply. The same applies to claims under the Product Liability Act.

XIV. Liability

Unless otherwise agreed in these provisions, all claims of the buyer for compensation for damages of any kind, including claims for reimbursement of expenses and indirect damages, are excluded. This applies in particular to claims for all breaches of duties arising from the contractual relationship and from tort. The exclusion of liability also applies if GK VISION has used fulfillment or vicarious agents.
Contrary to section XIV.1 of these GTC, GK VISION is liable, regardless of the legal basis, only – and this also applies if GK VISION has used executive employees or fulfillment and vicarious agents – if: (a) GK VISION is guilty of gross negligence or intent, (b) GK VISION has fraudulently concealed a defect or assumed a guarantee for the quality of the delivery item, (c) damages to life, body, or health have been culpably caused by GK VISION; and (d) GK VISION has violated so-called cardinal obligations, i.e., (aa) in the case of significant breaches of duty that endanger the achievement of the contract purpose, or (bb) in the case of breaches of duties, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the buyer regularly relies or may rely (“cardinal obligations”).
In the case of section XIV.2(d) of these GTC – violation of cardinal obligations – GK VISION’s liability is, however, limited to the foreseeable, typically occurring damage in the event of slight negligence.
The exclusion of liability does not apply to claims under the Product Liability Act. The above regulations do not entail a change in the burden of proof to the disadvantage of the buyer.

XV. Set-off / Right of Retention

A set-off against purchase price claims is only permissible with undisputed or legally established claims.
A right of retention of the buyer is excluded for claims that do not relate to the purchase contract.

XVI. Software License for Software Provided with Delivery Items

If software is provided free of charge with the delivery items as a data carrier (CD, USB, etc.) or as a download option, the buyer is granted a non-exclusive right to use the delivered software, including its documentation, for the specified number of users. Software is only provided for use with the relevant delivery item. Further use or – in the case of included data carriers – transfer of the software to third parties, separated from the delivery item, is prohibited. If software from another manufacturer (third party) is provided by GK VISION, its license terms must be observed.
The buyer may only reproduce, edit, and adapt the delivered software to the extent permitted by law and only to the extent necessary for the intended use. Restrictions on the right of use by the third-party manufacturer of the software must be observed. Further editing, processing, or adaptation requires the express written consent of GK VISION or the third-party manufacturer of the software.
If the use of the delivered software was limited in time by GK VISION or the third-party manufacturer, the buyer may not use the software after the expiration of the period.
The buyer is only entitled to decompile the software within the limits of § 69e UrhG and only if GK VISION or the third-party manufacturer has not provided the necessary data and/or information to establish interoperability with other hardware and software within a reasonable period after a written request. The knowledge obtained from decompilation must be kept confidential.
The buyer undertakes not to remove or change manufacturer information, particularly copyright notices, without prior express written consent.
All other rights to the software, the source code, and the documentation, including copies, remain with GK VISION or the third-party manufacturer. The granting of sublicenses is not permitted.
If the software is provided free of charge, GK VISION, its executive employees, or fulfillment agents are only liable if they have caused damages intentionally or with gross negligence. This limitation does not apply if GK VISION, its executive employees, or fulfillment agents have culpably caused damages to life, body, or health.

XVII. Jurisdiction / Applicable Law and Place of Performance

For all disputes arising from the contractual relationship, the exclusive place of jurisdiction for actions against merchants, legal entities under public law, or special funds under public law is the business seat of GK VISION in Pinneberg. The same applies to actions related to bills of exchange and checks as well as if the buyer does not have a general place of jurisdiction in Germany, has moved his domicile or usual place of residence from Germany after conclusion of the contract, or if the domicile or usual place of residence is unknown at the time of the action.
The legal relationships between GK VISION and the buyer are exclusively governed by German law. This applies to both the conclusion and the execution of the contract. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
The place of performance for all obligations arising from this contractual relationship is the seat of GK VISION in Pinneberg.

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