Terms and Conditions

General Terms and Conditions

Section 1: Inclusion/No Services Provided to Private Individuals

KMT-Köhnlein Messtechnik GmbH (hereinafter “KMT”) provides services in the fields of radio measurement technology, IT network support, and audio and video sensor technology. KMT provides services exclusively to commercial customers and freelancers. Upon entering into a contract, the customer confirms that they are acting solely for professional purposes. Upon request, KMT must be provided with proof of business registration or other suitable proof of commercial/freelance activity.

KMT’s deliveries, services, and offers are made exclusively on the basis of these General Terms and Conditions. These also apply to all future business relationships, even if they are not expressly agreed upon again. Conflicting, differing, or supplementary terms and conditions, even if communicated by the partner, are not binding for us. Our silence regarding such terms and conditions does not constitute consent. Any confirmations by the buyer/orderer/client referring to their own terms and conditions are hereby rejected.

Section 2: Offer and Conclusion

  1. KMT’s offers are non-binding and without obligation. Declarations of acceptance and all orders require written or electronic confirmation by KMT to be legally valid.
  2. Unless KMT agrees or states otherwise, KMT is bound to the prices contained in its offers for one month from the offer date.

Section 3: Delivery

  1. Delivery dates or deadlines are non-binding unless they are agreed upon as binding at least in text form.

  2. Delivery and performance delays due to force majeure or events that significantly hinder or make delivery and performance impossible for KMT—not just temporarily—are not the responsibility of KMT, even if binding deadlines and dates have been agreed upon. This includes, in particular, strikes, official orders, illness, etc., even if such events occur at KMT’s suppliers or their subcontractors. These circumstances entitle KMT to postpone delivery or performance for the duration of the disruption plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.

  3. If the disruption lasts longer than three months (starting from the agreed performance date), the customer is entitled, after setting a reasonable grace period, to withdraw from the contract regarding the unfulfilled portion. If the delivery time is extended or if KMT is released from its obligations, the buyer cannot derive any claims for damages from this. KMT may only rely on these circumstances if it informs the buyer without delay.

  4. Insofar as KMT provides services only, no specific success is owed. This applies in particular to the creation of radio measurement reports and the surveying of WLAN access points and their radio links. No guarantee is given for the customer’s data transmission usage and security. KMT’s services are provided according to the current state of the art. The customer is solely responsible for future changes. KMT assumes no monitoring or information obligations in this regard. This applies especially to new hacker and virus software and comparable data-related manipulations.

Section 4: Prices and Terms of Payment

  1. All stated prices are net prices plus the applicable statutory VAT at the time the invoice is issued, unless VAT and the gross amount are listed separately. The purchase price is to be paid within six working days after delivery or upon acceptance of the work. After this period, the customer will be in default of payment.

  2. In the absence of a special agreement, payment must be made without any deduction (no discount). Timeliness of payment depends on receipt by KMT. The customer may only offset claims that have been legally established or acknowledged by KMT.

Section 5: Retention of Title

  1. We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract has been made. We are entitled to take back the goods if the buyer acts in breach of contract.

  2. As long as ownership has not yet been transferred to the buyer, they are obligated to handle the goods with care. In particular, they are required to adequately insure the goods at their own expense against theft, fire, and water damage at replacement value (this applies only to the sale of high-value goods). If maintenance or inspection work is required, the buyer must carry it out in a timely manner at their own expense. As long as ownership has not transferred, the buyer must notify us immediately in writing if the delivered goods are seized or subject to any third-party intervention. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.

  3. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us all claims from the resale of the goods subject to retention of title in the amount of the final invoice total agreed with us (including VAT). This assignment applies regardless of whether the goods were resold without or after processing. The buyer remains authorized to collect the claim even after assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets their payment obligations from the received proceeds, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed nor a suspension of payments exists.

  4. The processing or transformation of the goods by the buyer is always carried out in our name and on our behalf. In such cases, the buyer’s expectant right to the goods continues in the transformed item. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing occurs in such a way that the buyer’s item is considered the principal item, it is deemed agreed that the buyer transfers proportionate co-ownership to us, and the resulting sole or co-ownership is held in safekeeping for us. To secure our claims against the buyer, the buyer also assigns to us any claims arising from the connection of the goods subject to retention of title with a property against a third party; we hereby accept this assignment.

  5. We undertake to release the securities to which we are entitled upon the buyer’s request, insofar as their value exceeds the claims to be secured by more than 20%.

Section 6: Liability for Defects/Warranty Limitation Period

  1. The statutory warranty for the purchase of new items is reduced to one year from the date the goods are handed over. Defect notifications must be submitted in text form. KMT always has the right to three attempts at subsequent performance (remedy or delivery of a defect-free item), as KMT’s services are technically extremely complex and exclusive.
  2. For the purchase of used items, particularly demonstration devices, the warranty is excluded.
  3. Provision of software/setup of networks
    Insofar as KMT sells software and/or sets up networks, these comply with the respective state of the art. It is not possible to create software that operates entirely error-free in all applications and combinations. For this reason, the software can only be used to the extent described in the program description, operating manual, or user handbook. A maintenance contract or ongoing software updates are not part of the purchase contract or service and are not offered by KMT. KMT can only ensure security standards according to the current state of the art. It is possible that future systems and programs may overcome security barriers that are currently considered secure. The customer must keep themselves informed about technological developments and, if necessary, update their system and adapt it to changed security standards.
  4. KMT’s claims for payment, deviating from § 195 BGB, expire after five years. The limitation period begins in accordance with § 199 BGB.
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Section 7: Liability for Damages / Exclusion of Liability

  1. KMT is not liable for the loss of data resulting from improper use or missing security updates. KMT is not liable for other damages caused by incompatibility between components present on the customer’s PC system and the new or modified hardware and software, nor for system malfunctions resulting from outdated, interfering, or not fully removed drivers and programs.

  2. KMT’s liability for breach of contractual obligations and for tort is limited to intent and gross negligence. This does not apply in cases of injury to the customer’s life, body, or health, claims arising from the breach of cardinal obligations, or compensation for delay damages (§ 286 BGB). In these cases, KMT is liable for every degree of fault. Liability for the breach of cardinal obligations is limited to the damage typically foreseeable.

  3. In cases of product liability pursuant to § 478 BGB, the customer shall assist KMT in asserting recourse claims against suppliers to the best of their ability and, in particular, preserve evidence and make the item available immediately for inspection and assessment, including by qualified third parties.

Section 8: Form of Declarations

Legally significant declarations and notifications that the customer must submit to the provider or a third party must be made in text form.

Section 9: Place of Performance – Choice of Law – Place of Jurisdiction

  1. Unless otherwise stated in the contract, the place of performance and payment is KMT’s registered office.

  2. This contract is governed by the laws of the Federal Republic of Germany. Excluded is the United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods (CISG). If the exclusion of the CISG is not possible or the application of German law cannot be validly agreed upon, the CISG applies with the exclusion of foreign law.

  3. For contracts with merchants, legal entities under public law, or special funds under public law, the exclusive place of jurisdiction is the court responsible for KMT’s registered office.

Schwieberdingen 2023