General terms and conditions

1. scope of application and general regulations

  1. Our following General Terms and Conditions of Delivery shall apply exclusively to entrepreneurs within the meaning of § 12 of the German Civil Code (BGB). Any terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Delivery shall not be recognized. Our Terms and Conditions of Delivery shall also apply if the Purchaser refers to its own terms and conditions of purchase in its order or order confirmation.
  2. The "General Terms and Conditions of Sale for Products and Services of the Electrical Industry" and the "General Terms and Conditions of Delivery for Products and Services of the Electrical Industry" shall apply in addition to our Terms and Conditions of Delivery. In the event of any contradictions, these Terms of Delivery shall take precedence.
  3. Deviations from these terms and conditions shall only be effective if confirmed by us in writing.
  4. Our terms and conditions of delivery shall also apply to all future transactions with the Purchaser, even if they are not expressly agreed again.
  5. The contractual rights may only be transferred to third parties by mutual agreement. However, purchase price claims and other purely monetary claims are freely transferable.

2. offers and scope of orders

  1. Our offers, prices and delivery times are subject to change and non-binding. An order shall not be deemed accepted until it has been confirmed by us in writing. Our written order confirmation shall be decisive for the scope of delivery.
  2. Ancillary agreements require written confirmation by us to be effective.

3. changes

  1. All information contained in our catalogs, brochures, price lists or other advertising material is determined to the best of our knowledge on the date of fixing. Later necessary changes are reserved at any time.
  2. Obvious printing and typing errors as well as mistakes by our employees can be corrected and entitle us under certain circumstances to withdraw from an order without the client being able to assert claims of any kind against us.

4. prices

  1. Unless otherwise stated in our order confirmation, our prices are "ex works" and do not include the costs of packaging, transport / shipping, insurance and any customs costs.
  2. Statutory value-added tax is not included in our prices; it is to be added to the agreed price at the statutory rate applicable at the time the contract is concluded.
  3. The deduction of cash discount or other discounts requires special written agreement.
  4. For orders for larger quantities of the same article, our quantity-based individual prices shall apply (discount prices in accordance with our respectively valid price lists). This shall also apply to call orders if and to the extent that fixed dates for partial deliveries were determined when the order was placed. In determining the respective list prices, each order shall be treated separately. A subsequent increase in an order already placed or a subsequent order shall therefore not affect the individual price of the original offer.

5. terms of payment

  1. The purchase price is to be paid without deduction within 14 days after receipt of the goods. In the case of partial deliveries, this applies to each individual partial delivery.
  2. We shall be entitled, despite any provisions of the Purchaser to the contrary, to set off payments first against the Purchaser´s older debt and shall inform the Purchaser of the nature of the set-off effected. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the principal claim, even if the former relate to previous deliveries.
  3. Means of payment other than cash shall only be accepted for the purpose of fulfillment. Payment shall be deemed to have been made when we can freely dispose of the equivalent value. In the case of checks and bills of exchange, payments shall be deemed to have been made only when they have been honored. Any bank charges shall be borne by the customer. The acceptance of bills of exchange requires special agreement.
  4. If the customer is in default of payment, we shall be entitled to demand default interest in the amount of 8% above the respective base interest rate. The assertion of further damage caused by default shall remain unaffected by this. However, the customer shall be entitled to prove that we have incurred no damage or significantly less damage as a result of the default.
  5. If the purchaser defaults on his payments or if we become aware of circumstances that call into question the creditworthiness of the purchaser, we shall be entitled to declare all our claims due, even if we have accepted checks or bills of exchange for payments that are already due. In addition, we shall be entitled to demand advance payments or the provision of security for the further performance of the contract. In any case, we shall have a right of retention in respect of the delivery item until the advance payment or provision of security demanded by us has been made.
  6. The customer shall only be entitled to set-off or retention if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

6. delivery times

  1. Delivery periods begin with the dispatch of the order confirmation. Their commencement presupposes the clarification of all technical details, in particular the provision of the documents, approvals and releases to be procured by the customer, as well as the receipt of an agreed down payment.
  2. Subsequent changes requested by the customer shall result in a reasonable extension of the delivery period.
  3. In the event of our delay in delivery, claims for damages due to non-performance can only be asserted if the delay is due to intent or gross negligence.
  4. If the customer is in arrears with payments - also from previous deliveries - we shall be entitled to withhold the delivery. until all outstanding invoice amounts have been settled, irrespective of the existence of the prerequisites of § 273 BG. This shall not apply insofar as the purchaser can invoke a right to refuse performance on his part.

7. shipping

  1. Shipment shall be made at our option by UPS or as freight, unless other arrangements have been made.
  2. We shall only take out insurance against transport damage at the express request of the customer and for the customer´s account.
  3. Insofar as the purchaser insists on the return of the packaging, he shall be obliged to transport it to the location of our branch office at his own expense.

8. retention of title

  1. We retain title to the delivery item until all claims arising from the business relationship with the customer have been settled in full.
  2. The customer is entitled to resell the delivery item in the ordinary course of business. Pledging or transfer of ownership by way of security is not permitted. The customer hereby assigns to us all claims in the amount of our invoice which accrue to him from the resale against his customers or third parties. We shall be entitled to collect these claims ourselves if the customer does not properly meet his payment obligations from the proceeds, defaults on payment or if there is a significant deterioration in his financial circumstances, in particular if an application has already been made to open insolvency proceedings or if payments have been suspended. In this case, the customer shall be obliged to provide the information required for collection, in particular to name the names and addresses of the third-party debtors as well as the assigned claims and to hand over the associated documents, as well as to notify the debtors (third parties) of the assignment.
  3. The processing or transformation of the delivery item by the purchaser is always carried out for us as manufacturer.
  4. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). § 771 ZPO (German Code of Civil Procedure). Any costs of interventions shall be borne by the customer.
  5. In the event of conduct in breach of contract on the part of the customer - in particular in the event of default in payment - we shall be entitled to withdraw from the contract and to take back the delivery item at the customer´s expense or, if applicable, to demand assignment of the customer´s claim for return against third parties. After taking back the delivery item, we shall be entitled to dispose of it. The proceeds of the sale shall be credited against the customer´s liabilities less reasonable costs of sale.
  6. If the realizable value of our securities exceeds the claims to be secured by more than 10%, we undertake to release the securities to which we are entitled at the request of the customer. The selection of the securities to be released shall be incumbent upon us.

9. warranty for defects

  1. Warranty claims of the Purchaser require that the Purchaser has complied with its obligations to inspect the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB).
  2. Insofar as we are responsible for a defect in the purchased item, we shall be entitled to choose between subsequent performance (rectification of the defect or replacement delivery). In the event of rectification of the defect, we shall bear the necessary expenses, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery item was taken to a location other than the customer´s place of business.
  3. If the supplementary performance fails, the Purchaser shall be entitled, at its option, to demand rescission of the contract (withdrawal) or reduction of the purchase price (abatement). In the event of only a minor breach of contract, in particular in the event of only minor defects, the right of withdrawal shall be excluded.
  4. Unless otherwise stipulated below, further claims of the purchaser - irrespective of the legal grounds - are excluded. Therefore, we shall not be liable for damages that have not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses of the purchaser.
  5. We shall also not be liable for damage caused by the following reasons: unsuitable or improper handling. in particular excessive stress, unsuitable operating materials, replacement materials, defective construction work, chemical, electrochemical or electrical influences, insofar as they are not attributable to our fault.
  6. The above limitations of liability shall not apply if the cause of the damage is due to intent or gross negligence.
  7. If we negligently breach a material contractual obligation, our liability shall be limited to the foreseeable damage typical for the contract.
  8. Unless otherwise agreed, the warranty period shall be 12 months, calculated from the date of delivery. This period is a limitation period and shall also apply to claims for compensation for consequential harm caused by a defect.

10. limitations of liability

  1. Any further liability for damages than provided for in Clause 9 shall be excluded, irrespective of the legal nature of the asserted claim.
  2. The mandatory provisions of the Product Liability Act shall remain unaffected by these provisions. Furthermore, the above limitations of liability shall not apply in the event of bodily injury or damage to health for which we are responsible or in the event of loss of life of the customer.
  3. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives or other vicarious agents.

11 Place of performance and jurisdiction

  1. Unless otherwise stated in our order confirmation, our place of business shall be the place of performance.
  2. Our place of business shall be the exclusive place of jurisdiction for all claims or disputes arising from this contract. However, we are also entitled to sue the customer at the court of his place of residence/business.

12 Applicable law and partial invalidity

  1. The contracting parties agree that this contract and all legal consequences relating to it shall be governed exclusively by German law. Foreign law and international agreements shall not apply. The application of the Hague Uniform Laws on the International Sale of Goods is excluded.
  2. Should individual provisions of these Terms and Conditions of Sale be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, the corresponding provision shall be implemented in the sense that corresponds as far as possible to the economic purpose of the invalid provision.