General Terms and Conditions of Sale, Delivery and Payment | Status 01.09.2025

§ 1 General

These terms and conditions of delivery and payment are an integral part of all offers and contracts for deliveries and services provided by us, including ongoing and future business relationships. The inclusion of external terms and conditions is hereby expressly rejected.
All agreements, including the inclusion of other terms and conditions, must be in writing to be valid. If terms and conditions other than ours become part of the contract and place us in a worse position than under the following terms and conditions, we shall be entitled to withdraw from the contract within a reasonable period of time.
When using Incoterms, the version of Incoterms 2020 shall apply.

§ 2 Prices

Our terms and conditions and price lists valid at the time of the order (plus VAT, freight and packaging costs) shall apply, subject to any price increases that may become necessary due to price increases for essential raw materials at the time of delivery. Prices shall only be considered fixed prices if they are specified by us for a maximum of 4 months in the order confirmation. All orders with a net value of over £1,000 (within the UK) are free of shipping costs. For orders under £1,000 net (within the UK), a flat shipping fee of £5.90 net will be charged. For deliveries outside the UK, shipping is free for orders with a value of £15,000 or more.

§ 3 Transfer of risk and delivery

1. The place of performance for our deliveries is the registered office of CINOGY GmbH. The risk of accidental loss or deterioration shall pass upon provision/designation of the goods.
2. Any delivery dates or deadlines specified in the order confirmation shall be deemed non-binding.
3. Failure to meet delivery dates and deadlines shall only entitle the customer to assert rights after a reasonable grace period (especially in the area of planning/setup and for custom-made products) of at least 14 working days.
4. In the event of force majeure, industrial action, official measures and operational disruptions through no fault of our own that last or are expected to last longer than one week, the delivery period shall be extended accordingly.
5. If we provide evidence of the careful selection of our supplier, who is not delivering to us in breach of contract, the delivery period shall be extended accordingly, provided that we cannot reasonably be expected to procure a replacement. If delivery by the supplier is impossible, we shall be entitled to withdraw from the contract.
6. Claims for damages in the event of delay in performance or impossibility of performance shall be limited to compensation for proven additional costs (cover purchase based on three comparative offers). Any further claims for damages are excluded. In cases of delay due to slight negligence, we shall be liable for 0.5% of the value of the delivery per calendar week, but not more than 5% of the value of the delivery.
7. For operational reasons, we are entitled to make partial deliveries, provided that this does not place an unreasonable burden on the customer. Rights arising from delay or warranty for defects shall remain limited to the respective partial deliveries.
8. If the goods have not been accepted or taken delivery of without justification even after a reasonable period of time has been set, we shall be entitled to withdraw from the contract or to claim damages for non-performance amounting to 20% of the order value. This does not exclude the assertion of higher damages or proof of lower damages.
9. In the event of a significant demonstrable deterioration in financial circumstances, we shall be entitled to make further deliveries only against advance payment, to demand immediate payment of all outstanding invoice amounts and to demand cash payment or security against the return of bills of exchange accepted on account of payment.

 

§ 4 Payment

1. Invoices are due immediately upon receipt and payable within 14 days of the invoice date without deduction in cash without loss. A 2% discount is granted for payments by direct debit. Payments by cheque or bill of exchange are made on account of payment; discount, bill charges and other costs shall be borne by the payer. If the payment deadline is exceeded, we shall charge default interest at the standard bank rate, but at least 8% above the base rate. Documents in documentary business shall be issued in euros or the equivalent in the contract currency. Payments shall be made in euros or the equivalent in the contract currency.
2. Offsetting against counterclaims or withholding due invoice amounts is only permissible if the claim is undisputed or recognised by us or has been legally established.
3. For first-time orders, we reserve the right to check creditworthiness and, if necessary, to deliver against advance payment or cash on delivery.

 

§ 5 Quality, warranty

1. The order alone is decisive for determining the quality of the goods. The suitability of the goods for the intended purposes is not part of the quality of the goods. Customary and minor technically unavoidable deviations, as well as wear and tear inherent in the nature of the goods, do not constitute a defect. Any warranty shall expire in the event of changes to the goods that go beyond state-of-the-art installation and our installation instructions.
2. The goods must be inspected upon receipt and obvious defects must be reported immediately, at the latest 10 days after receipt of the goods. In the event of complaints, all necessary information regarding the use of the goods must be provided and, if necessary, the auxiliary equipment must be handed over. Any uncertainty regarding defects shall be borne by the customer.
3. If the goods are defective at the time of transfer of risk or do not have the warranted characteristics, we shall repair them within 14 days of receiving the goods back or deliver replacement goods free of defects. If the repair or replacement delivery fails, the statutory provisions shall apply.
4. Our instructions for use must be made available to the user. The customer shall indemnify us against any claims by third parties for damages resulting from non-compliance with this obligation.
5. Warranty claims shall become time-barred two years after delivery, unless we have fraudulently concealed the defect. If the customer makes advance payments to third parties in relation to the rectification of defects in merchandise, we shall offset these expenses against our claims.
6. If a complaint is unfounded (either because there is no defect or because we are not liable), the costs incurred as a result shall be reimbursed to us.

 

§ 6 Liability

1. Claims for damages against us are excluded in cases of slight negligence, unless essential contractual obligations have been breached. Claims for compensation are limited to the damage that the customer foresaw or could have foreseen at the time of conclusion of the contract (usually 50% of the value measured according to the purchase price). We are not liable for intentional acts by our vicarious agents.
2. The customer shall indemnify us against liability claims by third parties insofar as he is responsible for the damage.
3. Breaches of secondary obligations shall only entitle the customer to withdraw from the contract in the event of culpable conduct.

§ 7 Returns

The return of goods for credit or the exchange of goods free of defects requires our consent. We will only accept goods in their original packaging up to 6 months after the invoice date (does not apply to custom-made products). The costs of shipping shall be borne by the customer. We charge a 10% processing fee for returns/exchanges of goods one month after the invoice date and a 20% processing fee after three months. When returning goods, please ensure that they are complete, including all accessories. Please also note that the case for the operating device must be packed in a suitable shipping box to protect the device and case from external influences. If goods are incomplete or damaged due to inadequate shipping packaging, the customer will be charged for the necessary replacement parts.

 

§ 8 Retention of title

1. We retain title to the delivered goods until full payment has been made. The retention of title extends to all claims arising from the business relationship (current account reservation).
2. In the event of default in payment, we shall be entitled to take back the goods subject to retention of title. In order to exercise this right, we shall be permitted to enter the customer’s premises during normal business hours. The customer shall be prohibited from pledging the goods subject to retention of title or assigning them as security.
3. The customer is entitled to process or combine the goods subject to retention of title with other goods in the course of normal business activities. In this case, we shall acquire co-ownership of the new goods in proportion to the relative value of the goods subject to retention of title and the combined or newly manufactured goods. The customer hereby assigns to us any claims against customers or cost bearers in proportion to our co-ownership.
4. The customer remains authorised to collect the claims, but this does not affect our authority to collect the claims ourselves. We will not exercise this right as long as the customer fulfils their contractual obligations.
5. In the event of suspension of payments, application for or opening of bankruptcy proceedings, judicial or extrajudicial composition proceedings, the right to resell, use or install the goods subject to retention of title and the authorisation to collect the assigned claims shall expire; in the event of a cheque or bill protest, the collection authorisation shall also expire.
6. If the value of the securities exceeds the claim to be settled by the customer by more than 20%, we shall release further securities upon request.

 

§ 9 Place of performance, place of jurisdiction, choice of law

1. The place of performance shall always be our registered office.
2. The place of jurisdiction shall be Göttingen.
3. All legal relationships shall be governed by German civil and commercial law, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 10 Validity of the provisions

1. In the event of individual terms and conditions being invalid, the
   validity of the remaining provisions shall remain unaffected. In place of the invalid provisions or to fill a gap in the provisions,
   an appropriate provision shall apply which the parties would have agreed upon
2. if they had considered the point when concluding the contract.