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The "General Terms of Delivery for Products and Services of the Electrical Industry" – as of January 1990, published as a non-binding recommendation by the Federal Cartel Office in the Federal Gazette No. 96 of May 27, 1978 – serve as the basis.

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I. Scope of Deliveries or Services

1. The written declaration is decisive for the scope of deliveries or services. The customer's general terms and conditions shall only apply insofar the supplier has expressly agreed to them.

2. All deliveries or services are subject to the regulations of the Association of German Electrical Engineers, insofar as they are relevant to the safety of the deliveries or services. Deviations are permissible insofar as the same safety is guaranteed by other means.

3. The supplier reserves the unrestricted right of ownership and copyright utilisation rights to cost estimates, drawings, and other documents; they may only be made accessible to third parties with the prior consent of the supplier. Drawings and other documents belonging to quotations shall be returned immediately upon request if the order is not placed with the supplier. Sentences 1 and 2 shall apply accordingly to the Purchaser's documents; these may, however, be made accessible to third parties to whom the Supplier has legitimately transferred deliveries or services.

4. Subsidiary agreements are only effective if they have been confirmed in writing. 

 

II. Price

All prices are services ex-works excluding packaging and including precious metal content and plus the applicable rate of VAT. Unusual increases in material prices and/or exchange rate fluctuations shall entitle us to make price adjustments without prior notice, even in the case of existing prices. The minimum value of goods is EUR 100.00, even if the sum of the individual prices of an order is lower.

 

III. Retention of Title

The goods remain the property of the supplier until all claims to which the Supplier is entitled against the Purchaser arising from the business relationship have been fulfilled. Prior to this, pledging or transfer by way of security is prohibited and resale is only permitted with resellers in the ordinary course of business on condition that the reseller receives payment from his customer. Any costs of intervention shall be borne by the customer. If the value of all security interests to which the Supplier is entitled according to the sentence exceeds the amount of all secured claims by more than 20 per cent, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser. If the Supplier's goods are treated or processed, the Purchaser hereby assigns to us its ownership and co-ownership rights to the new item. If the reserved goods are sold by the purchaser, alone or together with goods not belonging to the supplier, the purchaser hereby assigns the claims arising from the resale in the amount of the value of the reserved goods with all rights; the supplier accepts the assignment. If the value of the security exceeds our total claims by more than 20 per cent, the Purchaser shall be obliged to reassign the security at the Supplier's request. 

 

IV. Payment Terms

1. Payments must be made net without deduction within 30 days from the invoice date.

2. Payments must be made free of charge to the supplier’s designated payment location.

3. The purchaser may only set off claims that are undisputed or have been recognised by declaratory judgement.

 

V. Delivery or Performance Deadlines

1. With regard to the deadline for deliveries or services, this written declaration shall be authoritative. Compliance with the deadline for deliveries or services requires the timely receipt of all documents to be supplied by the customer, necessary authorisations, releases, the timely clarification and approval of plans, compliance with the agreed terms of payment and other obligations. If these requirements are not met in good time, the deadline shall be extended accordingly.

2. The deadline shall be deemed to have been met in the case of delivery if the consignment has been dispatched or collected within the agreed delivery or performance period. If delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been met upon notification of readiness for dispatch within the agreed deadline.

3. If the failure to meet the deadline for deliveries or services is demonstrably due to mobilisation, war, riot, strike, lockout or the occurrence of unforeseen obstacles, the deadline shall be extended accordingly. In the event of non-compliance with the deadline for reasons other than those stated in clause 3, paragraph 1, the customer may - if he can credibly demonstrate that he has suffered damage due to the delay - demand compensation for delay of ½ per cent for each completed week of delay up to a total of 5 per cent of the value of that part of the supplies or services which could not be put to the intended use because individual associated items were not completed on time. The Purchaser may also demand payment of the compensation for delay if the circumstances referred to in Clause 3 (1) only occur after the originally agreed deadline has been exceeded for reasons for which the Purchaser is responsible. Claims for compensation by the Purchaser exceeding the limit of 5 per cent specified in paragraph 2 shall be excluded in all cases of delayed delivery, even after expiry of any period of grace granted to the Supplier. This shall not apply if liability is mandatory in cases of wilful intent or gross negligence. The Purchaser's right to withdraw from the contract after the fruitless expiry of a grace period granted to the Supplier shall remain unaffected.

4. If dispatch or delivery is delayed at the request of the Purchaser, the Purchaser may be charged a storage fee of 1/2 per cent of the invoice amount for each month or part thereof, starting one month after notification of readiness for dispatch; the storage fee shall be limited to 5 per cent, unless higher costs are proven. 

 

VI. Transfer of Risk

Risk is transferred to the customer, even if carriage paid delivery has been agreed:

1. On delivery, when the consignment has been dispatched or collected. Packaging shall be done with the utmost care. Dispatch shall be at our discretion, unless otherwise agreed. At the request and expense of the customer, the consignment will be insured by the supplier againt breakage, transport, and fire damage.

2. If dispatch or delivery is delayed at the request of the customer or for reasons attributable for which the customer is responsible, the risk shall pass to the customer for the duration of the delay. However, the supplier shall be obliged to arrange the insurance requested by the customer at the customer's request and expense.

 

VII. Acceptance

1. Delivered items are to be accepted by the customer, even if they show insignificant defects.

2. Partial deliveries are permissible. In the case of deliveries of special designs and specifications, i.e. products that deviate from the designs described in the last valid catalogue, we reserve the right to deviate ±10% from the quantities ordered and confirmed. 

 

VIII. Liability for Defects

The supplier shall be liable for defects, including the absence of warranted characteristics, as follows:

1. All those parts or services shall, at the discretion of the Supplier, be repaired, replaced or provided again free of charge which, within the warranty period according to §477 BGB (German Civil Code) - irrespective of the period of operation - have been rendered unusable as a result of a circumstance occurring before the transfer of risk, in particular due to faulty design, poor material or defective workmanship, calculated from the date of the transfer of risk. The discovery of such defects must be reported to the Supplier immediately in writing.

2. The Purchaser must comply with the contractual obligations incumbent upon it, in particular contractual obligations, especially the agreed terms of payment. If a notice of defects is asserted, payments by the Purchaser may be withheld to an extent that is proportionate to the defects that have occurred. However, if the contract is part of the customer's commercial business, the customer may only withhold payments if a notice of defects is asserted and there can be no doubt as to its justification.

3. The Purchaser shall grant the Supplier the time and opportunity reasonably required to remedy the defect. If he refuses to do so, the supplier shall be released from liability for defects.

4. If the Supplier allows a reasonable period of grace granted to it to elapse without remedying the defect, the Purchaser may demand cancellation of the contract (rescission) or a reduction in price (abatement).

5. The purchaser's right to assert claims arising from defects shall in all cases become time-barred 6 months after the date of the complaint. If no agreement is reached within this period, the supplier and purchaser may agree to extend this limitation period.

6. The liability for defects does not apply to natural wear and tear, nor to damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment and chemical, electro-chemical or electrical influences that are not assumed under the contract. In particular, it does not apply to contact defects caused by chemisorption due to environmental influences in the case of contacts containing silver or generally in the case of contacts caused by adsorptive or generally physical surface contamination due to environmental influences (e.g. fine dust).

7. Any improper modifications and repair work carried out by the customer or third parties shall invalidate any liability for the resulting consequences.

8. The warranty period is 3 months for repairs and 6 months for replacement deliveries or replacement services. It shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects shall be extended by the duration of the interruption of operations that occurs due to the fact that repairs, replacement deliveries or replacement services are required for those parts that cannot be operated for their intended purpose due to the interruption.

9. The provisions on warranty periods in clauses 1, 5 and 8 shall not apply if the law prescribes longer periods.

10. Further claims of the Purchaser against the Supplier and its vicarious agents are excluded, in particular a claim for compensation for damage that has not occurred to the delivery item itself. This does not apply if, for example, liability is mandatory in the case of personal injury or damage to privately used items under the Product Liability Act or in cases of intent, gross negligence or the absence of warranted characteristics.

11. Clauses 1 to 10 shall apply mutatis mutandis to such claims of the customer for rectification of defects, replacement delivery or compensation for damages which have arisen as a result of suggestions or advice given within the scope of the contract or as a result of a breach of secondary contractual obligations.

 

IX. Impossibility and Contract Adjustment

1. If the supplier or purchaser is unable to fulfil its delivery or service obligations, the general principles of law shall apply with the following proviso: If the impossibility is due to the fault of the supplier, the purchaser shall be entitled to claim damages. However, the Purchaser's claim for damages shall be limited to 10 per cent of the value of that part of the delivery or service which cannot be put to the intended use due to the impossibility. Claims for damages by the customer that exceed the aforementioned limit of 10 per cent are excluded. This shall not apply if liability is mandatory in cases of wilful intent or gross negligence. The right of the customer to withdraw from the contract remains unaffected.

2. If unforeseen events within the meaning of V, clause 3, paragraph 1, significantly change the economic significance or the content of the delivery or service or have a significant impact on the supplier's operations, the contract shall be adjusted appropriately, provided this is in good faith. If this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If he wishes to exercise this right of cancellation, he must inform the purchaser immediately after realising the consequences of the event, even if an extension of the storage period was initially agreed with the purchaser. 

 

X. Other Damage Claims

Claims for damages by the customer arising from positive breach of contract, from the breach of obligations during contract negotiations and from unauthorised action are excluded. This shall not apply, for example, in the event of personal injury or damage to privately used items under the Product Liability Act or in cases of wilful intent or gross negligence. This limitation of liability shall apply to the customer accordingly. 

 

XI. Place of Performance and Jurisdiction

1. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Oldenburg (Oldb.), if the customer is a registered trader

2. German law shall apply to the contractual relationships. 

 

XII. Binding Nature of the Contract

The contract remains binding in its remaining parts even if individual points are legally invalid. This shall not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.