§ 1 General
(1) All deliveries and other services shall be exclusively subject to the following sales and delivery conditions. They only apply towards entrepreneurs in the sense of Section 310(1) of the German Civil Code (BGB) in conjunction with Section 14 BGB.
(2) The integration and interpretation of these sales and delivery conditions are governed by the law of the Federal Republic of Germany, just as the conclusion and interpretation of legal transactions with the purchaser. The application of the uniform law on the conclusion of international contracts of sale for mobile assets, the uniform law on the international purchase of mobile assets and of the UN convention on the international sale of goods shall be excluded.
(3) The Invalidity of individual provisions of this contract or its parts shall not affect the validity of the remaining provisions.
(4) Place of performance for any obligations resulting from this contract shall be the customer's seat.
(5) Place of jurisdiction shall be the jurisdiction relevant for the corporate seat of the seller/contractor. He shall also have the right to raise a claim before a court that is competent for the seat or a branch of the purchaser/client.
(6) Partial deliveries are permissible.
(7) Return and disposal of electronic devices:
The law on electrical and electronic devices (Elektro- und Elektronikgerätegesetz ; ElektroG) serving to implement two EC directives entered into effect on 24 March 2005.
proLogistik Id.-No. WEEE-Reg.-No. DE 48798644
(8) proLogistik GmbH + Co KG as the manufacturer of electrical devices assumes responsibility for its products and has committed to take back the devices produced by it from its customers after their service lives and to warrant their appropriate disposal. For this reason, we will in future take our devices back from the customer at the end of their service lives and warrant their professional disposal.
§ 2 Offset and Retention
No offset or retention is permitted except if the offset claim is undisputed or non-appealable.
§ 3 Retention of Title
(1) proLogistik / the contractor reserves title in the delivered goods until complete payment. The retention of title continues to apply until all, even future and conditional, claims from the business relationship between proLogistik and the customer are met.
(2) The customer is not authorised to transfer ownership in the goods by way of security or to pledge them.
(3) If the client processes or finishes the goods, the retention of title shall also include the entire new object. The client procures joint properly at the fraction that corresponds to the ratio of the value of his goods to those of the goods delivered by the contractor.
(4) The contractor has the right to assert the rights from retention of title without declaring rescission of the contract.
(5) The customer merely acquires a right of use in the software.
The transaction does not entail a simultaneous transfer of ownership.
(6) proLogistik remains the owner of the company software, software products, software licenses when granting usage rights in them.
This is a one-time and non-transferrable usage right. Production of copies is only permissible for backup purposes.
(7) The customer commits to using the purchased software package according to the individually agreed contractual conditions.
(8) Accordingly, it is not permitted to pass the software to third parties and to reproduce it for company members and others.
§ 4 Warranty
proLogistik grants warranty for twelve months after delivery on the delivered hardware. In the event of a defect, the hardware must be shipped to the pL Repair Centre, shipping costs paid. This is followed by the repair of the functionality, testing and the shipping to the customer free of charge.
This shall not include wear parts. The wear parts include all rechargeable batteries, battery boxes, press buttons and headsets (for hygienic reasons).
On wear parts,proLogistik grants a maximum warranty of six months.
The warranty period is reduced for batteries, if the batteries are used in multi-shift operation.
In this case, the following conditions apply:
proLogistik generally assumes a warranty for 500 charging/discharging cycles for its rechargeable batteries.
For the rechargeable batteries on trolleys, proLogistik assumes a warranty for 250 charging/discharging cycles.
The warranty claim expires in the event of improper use of the rechargeable battery.
This includes, i.a.:
1.) Operation of the battery boxes and charging during a maximum operation period of only four hours. In this case, the accumulators of the battery must be replaced immediately.
2.) If the rechargeable batteries are not being used, they have to be connected to the charging station at cyclic intervals of approx. 14 days to prevent a deep discharge of the device.
The claims for defects shall expire one year after delivery.
proLogistik does not assume any liability for operating and third-party device errors or for damage caused by violence.
Errors in the delivered user software shall be improved if occurring within 12 months.The user shall provide complete documentation to this end.
If the contract is a commercial transaction for both parties, the customer shall examine the goods without delay upon receipt as far as this is practical according to the proper course of business, and inform proLogistik without delay if a defect occurs. In the absence of such notification, the goods are deemed approved, except if the defect was not recognisable in the examination.In all other respects, the provisions of §§ 377 et seqq. of the German Commercial Code (HGB) apply.
The claims for defects shall be limited to subsequent performance. If subsequent performance fails, the purchaser shall have the right to demand reduction of the compensation or reversal of the contract regarding the defective function at his discretion.
§ 5 Liability
Damages claims of the customer shall be excluded. This shall not apply for willful intent, gross negligence, violation of essential contractual obligations of proLogistik or assumptions of warranty.
§ 6 Maintenance
proLogistik is ready to assume maintenance of the delivery scope presented above according to this standard maintenance conditions.
§ 7 Contribution obligations
If the contributions (e.g. data interfaces, hardware, system software and assembly provisions, etc.) of the client are delayed, this may result in schedule delays and additional expenses for which proLogistik is not responsible and that it will not assume.
Furthermore, the customer shall report all information relevant for proLogistik that proLogistik needs for the individual programming of the WMS and the subsequent implementation at the customer's on time and no later than at acceptance of the technical specifications without prompting.
Subsequent change requests may cause additional effort that is settled separately and that does not automatically become part of this contract.
The customer shall provide proLogistik with a functional internet connection for deployments that are performed on site by the customer. Without this access, proLogistik cannot perform any changes on site since there is no way of accessing the central version management (CVS) of proLogistik in this case.
§ 8 Miscellaneous
If any change to the performance scope is required during the course of the project, the contracting parties agree on the corresponding price adjustment. This specifically applies if commissioning is delayed beyond the term specified in the schedule for reasons that are not the fault of the client.
The calculation of assembly costs assumes a maximum assembly height of 3 m. For assembly heights in excess of 3 - 5 m, a forklift with assembly basket and operator or a driverless lifting platform must be provided. As of an assembly height of 5 m, a driverless lifting platform must be provided.
You can download our General Terms and Conditions here.