General Terms and Conditions (GTC)

of JRK Automation GmbH

1. General

All deliveries and services of JRK Automation GmbH are subject to these general terms and conditions. Deviating or supplementary agreements – especially conflicting terms and conditions of our contracting partners – are only valid with the explicit written consent of JRK Automation GmbH. All orders, contracts, as well as any special assurances provided by JRK Automation GmbH, require written confirmation by JRK Automation GmbH. Waiving this formality is only possible through written agreement. In the case of ongoing business relationships, these conditions apply without the need for renewed notification.

For the purposes of these terms and conditions, customers are exclusively considered to be entrepreneurs.

2. Prices and Offers

Offers are made without obligation and are subject to change. JRK Automation is bound by offers for a period of two weeks. Declarations of acceptance and all orders require written or telefax confirmation from JRK Automation to be legally effective. All prices are net prices ex works, without any deductions, and are subject to the applicable value-added tax on the day of delivery. Assembly, packaging, transportation, and insurance costs are billed separately unless otherwise agreed upon in writing. If assembly or installation is carried out for an additional charge, we are entitled to separately invoice the corresponding surcharges for overtime and holidays. Any waiting time caused by the customer, as well as the fulfillment of special requests during assembly, will be compensated separately. If the customer orders the goods electronically (info@jrk-automation.de), the contractual text will be stored by JRK Automation and, upon request, sent to the customer by email along with these terms and conditions.

3. Delivery, Performance Deadlines

The delivery time stated in our order confirmation is binding for the delivery week. Delivery and performance dates as well as deadlines are binding if they have been explicitly designated as such in writing by both the customer and JRK Automation GmbH; otherwise, all delivery and performance dates as well as deadlines are non-binding. If the non-compliance with deadlines is due to force majeure, such as mobilization, war, terrorist attacks, riots, or similar events, such as strikes or lockouts, the deadlines will be extended accordingly.

Claims for damages by the customer due to delays in delivery or performance, as well as claims for damages in lieu of performance, are excluded in all cases of delayed delivery or performance, even after the expiration of a deadline set by JRK Automation GmbH. This does not apply if there is intent, gross negligence, loss of life, bodily injury, damage to health, or breach of essential contractual obligations. The customer can only withdraw from the contract if the delay in delivery or performance is attributable to JRK Automation GmbH. The above provisions do not entail a change in the burden of proof to the detriment of the customer.

At the request of JRK Automation GmbH, the customer is obliged to declare within a reasonable period whether he/she withdraws from the contract due to the delay in delivery or performance or insists on delivery.

The risk of accidental loss and deterioration of the goods passes to the buyer upon handover, in the case of a contract involving the carriage of goods, upon delivery of the item to the carrier, the freight forwarder, or any other person or institution designated to carry out the shipment.

If the customer does not accept the purchased goods after the expiry of a reasonable grace period or explicitly declares in advance that they do not intend to accept the goods, JRK Automation GmbH can claim damages for non-fulfillment. In the usual case, without special proof, this amounts to 30% of the purchase price. However, the buyer is entitled to prove that there are no or lower costs incurred in connection with the non-acceptance of the goods (default of acceptance) than the flat-rate costs specified by JRK Automation GmbH.

4. Warranty

JRK Automation GmbH provides a warranty to entrepreneurs for a period of 12 months from the delivery of the goods, that at the time of the transfer of risk, the delivered item is free from material and manufacturing defects and has the contractually assured properties, unless the law prescribes longer periods in accordance with § 479 (1) of the German Civil Code (BGB), or in cases of loss of life, bodily injury, violation of essential contractual obligations, intentional or grossly negligent breach of duty by JRK Automation GmbH, and in the event of fraudulent concealment of a defect.

The customer is obliged to promptly inspect the delivered goods for defects upon delivery. If a defect is detected, the customer, if they are an entrepreneur within the meaning of § 1 of these terms and conditions, must immediately notify JRK Automation GmbH in writing of this material defect and, at the option of JRK Automation GmbH, make the delivered goods available for rectification of defects at the place of delivery or return them to JRK Automation GmbH.

The customer initially grants JRK Automation GmbH a reasonable period for subsequent performance or rectification of defects.

Warranty claims do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage caused after the transfer of risk due to improper or negligent handling, excessive strain, or due to special external influences not anticipated by the contract. Improper modifications or repair work carried out by the customer will also not give rise to warranty claims, along with any consequences resulting from them.

JRK Automation GmbH is entitled to perform deliveries and services in partial deliveries or performances. The payment terms mentioned under the Prices section apply accordingly. In the event of order cancellation or order change resulting in a delay in delivery, the customer is obligated, upon request of JRK Automation GmbH, to pay 5% of the respective order value as compensation for the costs incurred by JRK Automation GmbH, if the cancellation or order change is made later than 75 days before the delivery date specified in the order confirmation.

If subsequent performance fails, the customer can – without prejudice to any claims for damages under Article VII – withdraw from the contract or reduce the remuneration.

Claims for recourse against JRK Automation GmbH by the customer in accordance with § 478 BGB (recourse of the entrepreneur) exist to the extent that the customer has not made any agreements with their buyer that go beyond the statutory warranty claims. The scope of the customer’s recourse claim against JRK Automation GmbH in accordance with § 478 (2) BGB is also governed by No. 8. Claims for damages are otherwise subject to Article VII (Other Claims for Damages). Any further or other claims of the customer against JRK Automation GmbH and its vicarious agents due to a defect are excluded.

The customer bears the burden of proof for all claim prerequisites. For the sale of used items, we provide a warranty for 12 months.

If the customer receives a defective assembly manual, JRK Automation GmbH is only obligated to provide a defect-free assembly manual, and only if the defect in the assembly manual impedes proper assembly.

When acquiring a software product, it is guaranteed that at the time of delivery, the data carrier is physically free from material and manufacturing defects; otherwise, JRK Automation GmbH will provide a replacement within 5 days after written notice, in the form of a new data carrier or via network transmission. All software programs are subject to rigorous quality control and thorough testing. The customer acknowledges that software programs cannot be developed to be error-free for all conditions of use. Therefore, the subject is software that is technically usable in accordance with the description and instructions.

Furthermore, JRK Automation GmbH is not liable for the flawless functioning of the program, for its economic efficiency, or its flawless functioning for a specific purpose. JRK Automation GmbH cannot be held liable for damages resulting from a program malfunction.

JRK Automation GmbH does not assume liability that the program meets specific customer requirements. JRK Automation GmbH’s liability is unlimited only in the case of grossly negligent or intentional breach of duty by JRK Automation GmbH. This limitation does not apply to damages arising from loss of life, bodily injury, or damage to health.

5. Software Usage Rights

Upon acquiring the product, the customer is granted a simple usage right to the copyright-protected JRK Automation GmbH product. The customer is entitled to install network-capable software on multiple workstations at a business address. Simultaneous use of the software on the network is only allowed for the number of users for which a corresponding number of user licenses has been acquired. A backup copy may be created for personal use. It is not allowed to distribute this copy or copies of the software to third parties, distribute it over a network, or sell it. The distribution, exploitation, or sale of copies of a JRK Automation GmbH product will be relentlessly pursued legally.

The transfer of usage rights to a third party can only be carried out through a written waiver declaration from the current user and by transferring the original software, including all available predecessor versions or copies, along with the manual and license keys.

Update versions to update existing software versions are provided based on a license exchange. The right to use and transfer the predecessor version expires with the update.

6. Transfer of Risk

The risk also passes to the customer in the case of free delivery,

a) when the goods have been dispatched for shipping or the customer has been notified of the readiness for shipment. At the customer’s request and expense, deliveries from JRK Automation GmbH can be insured against the usual transport risks;

b) if shipping, delivery, the start, execution of assembly, installation, takeover into the customer’s own operation, or trial operation is delayed due to reasons attributable to the customer, or if the purchaser is otherwise in default of acceptance, the risk passes to the customer.

7. Retention of Title / Extended Retention of Title

We retain ownership of the goods until all claims from the ongoing business relationship have been fully settled.
The customer is obligated to immediately notify JRK Automation GmbH of any third-party access to the goods, especially in the case of seizure, as well as any damage or destruction of the goods, before the full purchase price has been paid. The customer must also promptly notify us of any change in possession of the goods or change of their own residence.
In the event of the customer’s contractual breach, especially in the case of payment default or violation of obligations under Clauses 1 or 2, we have the right to withdraw from the contract and demand the return of the goods.
The customer is authorized to resell the goods in the regular course of business. The customer hereby assigns to us all claims in the amount of the invoice amount that arise from the resale by a third party. We accept the assignment. After the assignment, the customer is only authorized to collect the claim. We reserve the right to collect the claim ourselves if the customer fails to fulfill their payment obligations properly and falls into arrears.
The processing and transformation of the goods by the customer is always carried out in our name and on our behalf. If the goods are processed with objects not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items. The same applies if the goods are mixed with other objects not belonging to us.
We undertake to release the securities owed to us upon request of the customer to the extent that the realizable value of our securities exceeds the secured claims by more than 10%. The choice of securities to be released is at our discretion.

8. Other Claims for Damages

JRK Automation GmbH shall not be liable for damages caused by slight negligence on the part of JRK Automation GmbH, its legal representative, or vicarious agents. Damages resulting from the violation of life, body, or health remain unaffected by this.

In the event of non-acceptance of our delivery within two weeks after notification of readiness for shipment, we are entitled to withdraw from the contract and demand damages instead of performance.

In all cases where we are entitled to demand damages instead of performance, we are entitled to demand 30% of the net order value plus value-added tax as lost profits. We reserve the right to assert further damages beyond this, and the customer reserves the right to prove that no damage or substantially lower damage than the lump-sum damage has occurred.

The same applies in the event of termination by the customer according to § 649 BGB. In this case, we are entitled to demand a lump sum compensation for the services and expenses provided up to the termination in the amount of 30% of the net contract amount plus value-added tax. We reserve the right to assert claims for additional services and expenses, and the customer is allowed to demonstrate that actually lower services and expenses were provided.

The same applies in the event of termination by us according to § 643 BGB.

In the event of the customer’s default in acceptance, we are entitled to charge a flat rate of 0.5% of the gross invoice amount for storage for each month. We reserve the right to assert further claims for damages. The customer reserves the right to prove that no damage or a lower damage than the claimed lump sum has occurred.

9. Jurisdiction and Applicable Law

The exclusive place of jurisdiction, if the customer is a merchant, for all disputes arising directly or indirectly from the contractual relationship is the registered office of JRK Automation GmbH. However, JRK Automation GmbH is also entitled to sue at the customer’s registered office.

For legal relationships in connection with this contract, German substantive law applies.

10. Prohibition of Assignment

The assignment of claims against us is prohibited.

11. Severability Clause

Should individual provisions of the contract with the customer, including these general terms and conditions, be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective provision shall be replaced by a provision that comes as close as possible to achieving the economic success of the ineffective provision.