Terms and Conditions
§ 1 Scope of application
Deliveries, services and offers shall be made exclusively on the basis of the following terms and conditions:
a) the "General Terms and Conditions of Delivery for Products and Services of the Electrical Industry for Use in Business Transactions with Companies" of the German Electrical and Electronic Manufacturers' Association (ZVEI) e.V., valid in the latest version;
b) the "Supplementary Clause Extended Retention of Title" of the German Electrical and Electronic Manufacturers' Association (ZVEI) e.V., also valid in the latest version;
c) in addition, the following paragraphs § 2 to § 17;
These shall thus also apply to all future business relations, even if they are not expressly agreed again.Deviations from these terms and conditions of business are only effective if the supplier confirms them in writing. Any conflicting terms and conditions of business and purchase of the Purchaser shall not apply, even if their validity has not been separately objected to in the individual case.
These terms and conditions shall be deemed accepted and solely applicable at the latest upon acceptance of the goods or services. Counter-confirmations of the customer with reference to his terms and conditions of business or purchase are hereby rejected.
In the event of contradictions, the following supplementary terms and conditions of delivery shall take precedence over the ZVEI terms and conditions.
The above rules, delivery conditions and clauses can be sent on request and are also available for download on the internet.
§ 2 Quotation
The offers of the supplier are subject to change and non-binding. Cost estimates are also non-binding.
The supplier reserves the ownership and/or the copyrights to all offers and cost estimates submitted by him as well as drawings, illustrations, invoices, brochures, catalogues, models, tools and other documents and aids made available to the purchaser. The purchaser may not make these items available to third parties, either as such or in terms of content, disclose them, use them itself or through third parties or reproduce them without the express consent of the supplier. At the supplier's request, the purchaser shall return these items in full to the supplier and destroy any copies made if they are no longer required by the purchaser in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The same shall apply to corresponding documents which the purchaser makes available to the supplier for the execution of the contract. However, the supplier may make these available to third parties to whom it has permissibly transferred deliveries.
§ 3 Conclusion of contract
Declarations of acceptance and all orders must be in writing to be legally effective. The same applies to supplements, amendments or ancillary work.
Drawings, illustrations, dimensions or other performance data are only binding if this is expressly agreed in writing.
The supplier reserves the right to make design changes at any time; however, he is not obliged to make such changes to products already delivered.
By placing an order, the purchaser bindingly declares its intention to purchase the ordered goods.
The supplier does not conclude any legal transactions with private persons, but exclusively with entrepreneurs in the sense of § 14 BGB.
§ 4 Prices and terms of payment
Unless otherwise stated, the supplier shall be bound by the prices contained in its offers for 60 days from the date thereof. The prices stated in the offer plus the respective statutory goods turnover tax shall be decisive. Additional deliveries and services shall be invoiced separately.
For all orders - including orders on call and framework agreements - the supplier shall be entitled to pass on to the purchaser increases in material and wage prices within the scope of and in order to compensate for such price increases between the conclusion of the contract and the delivery. Such price increases shall be admissible in particular if they are based on changes in price-forming factors which have arisen unforeseeably after conclusion of the contract. The price increase must be justified in its amount and the contractual partner must be notified within a reasonable period of time.
New customers will only be supplied against payment in advance.
Invoices are issued on the day of dispatch of the goods, unless payment on account or payment in advance has been agreed.
Invoices are due for payment without deduction after 30 days, unless another payment agreement has been expressly made.
The supplier reserves the right to deliver against advance payment for customers who are at least once in default of payment.
If the payment term is exceeded, immediate default occurs. In this case, the supplier reserves the right to issue reminders without prior warning. Written reminders are a voluntary service. The supplier is therefore free to assert claims via a dunning court immediately after the default occurs.
During the period of default, the purchaser shall pay interest on the monetary debt in accordance with the applicable statutory provisions (currently at the rate of 8 percentage points above the respective base interest rate, pursuant to section 288 (2) of the German Civil Code (BGB)). The supplier reserves the right to claim further damages caused by default.
The supplier is entitled to charge a reminder fee of currently EUR 10,- for each reminder.
If the purchaser is in default of payment, the supplier is entitled to stop the delivery without prejudice to further legal claims.
If the purchaser is in default of acceptance, the due date for payment of the purchase price shall be the date on which the supplier declares that the goods are ready for dispatch.
The supplier expressly reserves the right to refuse checks or bills of exchange. Acceptance shall always be on account of performance only. Discount or bill of exchange items shall be borne by the purchaser and shall be due immediately.
The purchaser may only offset claims which are undisputed, legally established or recognized by the supplier. Rights of retention can only be asserted from the same contractual relationship.
§ 5 Terms of delivery
Delivery dates or periods shall only be binding if expressly assured in writing and shall always be subject to correct and timely delivery by the Supplier's suppliers. The order confirmations contain only non-binding delivery date information.
The supplier shall not be responsible for delays in delivery and performance due to force majeure and due to events which make performance by the supplier considerably more difficult or impossible - this also includes material procurement difficulties occurring subsequently, operational disruptions, strikes, lockouts, shortage of personnel, shortage of means of transport, official orders etc., even if they occur at the supplier's suppliers or their sub-suppliers - even in the case of bindingly agreed deadlines and dates. They entitle the supplier to postpone the delivery or service for the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
If the impediment lasts longer than three months, the purchaser shall be entitled, after setting a reasonable period of grace, to withdraw from the contract with respect to the part not yet performed.
The supplier shall be entitled to make partial deliveries and render partial services at any time.
Call-off orders are only possible with fixed scheduling of the individual deliveries and only after conclusion of a corresponding agreement.
§ 6 Shipment and transfer of risk
Shipment shall be at the risk and for the account of the purchaser, even if carriage paid delivery has been agreed. The same shall also apply to any returns.
The risk shall pass to the purchaser as soon as the consignment has been handed over to the person performing the transport or has left the supplier's warehouse for the purpose of dispatch. If shipment becomes impossible through no fault of the supplier, the risk shall pass to the purchaser upon notification of readiness for shipment.
At the request and expense of the purchaser, the supplier shall insure the consignment against theft, breakage, transport, fire and water damage and other damage.
§ 7 Warranty
The supplier warrants that the products are free from defects in workmanship and material. The warranty period shall commence on the date of delivery and shall be 12 months.
The purchaser must notify the supplier of defects in writing without delay, at the latest, however, within one week after receipt of the delivery item. Defects which cannot be discovered within this period even after careful inspection must be notified to the supplier in writing immediately after discovery.
In the case of customer-specific products according to specifications, the purchaser may only assert claims which are attributable to defective or incomplete services with regard to the properties listed in the specifications.
A claim under warranty shall not apply in the event of normal wear and tear and aging, incorrect handling, incorrect operation, improper use and excessive stress.
If the supplier's operating or maintenance instructions are not followed, if modifications are made to the products, if parts are replaced or if consumables are used which do not comply with the original specifications, any warranty shall become null and void.
In the event that the purchaser notifies the supplier that the products do not comply with the warranty, the supplier shall request that the defective part or device be sent to him free of charge for repair. If the purchaser requests that warranty work be carried out at a place determined by him, the supplier may comply with this request, whereby parts covered by warranty shall not be charged, while working time and travel expenses shall be paid at the supplier's standard rates.
If the repair fails after a reasonable period of time, the purchaser may, at his discretion, demand a reduction of the remuneration or rescission of the contract.
Warranty claims against the Supplier shall be available only to the direct purchaser and shall not be assignable.
Any warranty claims of the purchaser shall be limited to the purchase price of the product.
§ 8 Retention of title
The supplier retains ownership of the goods until full payment of the purchase price of the orders and all other claims arising from the current business relationship.
§ 9 Confidentiality
Unless otherwise expressly agreed in writing, information submitted to the supplier in connection with orders shall not be considered confidential.
§ 10 Suitability and prohibited uses
The supplier shall develop customer-specific products according to specifications. This must be confirmed in writing by the supplier.
The purchaser must in any case carefully check the function of the product for its area of application. The correct function of the customized product according to the specifications must be confirmed in writing by the purchaser.
The actual use or transfer of the customized product to third parties shall be deemed equivalent to a written confirmation.
With the confirmation according to § 10 paragraph 1 and 2 the risk of the use of the product in its entirety is transferred to the purchaser.
All data and information on the suitability, quality and use of the supplier's goods shall not exempt the purchaser from carrying out its own tests.
The purchaser is responsible for the observance of legal, official and other regulations in the use of the delivered products.
It is expressly pointed out that the Supplier's products are not suitable and approved for use in safety-relevant applications. If certain safety requirements apply, these must be implemented by qualified higher-level measures with operating equipment approved for this purpose.
§ 11 Indemnification from product liability claims
The purchaser is obliged to indemnify the supplier against claims of third parties which they assert against the supplier due to damage caused by a product purchased from the supplier which has been incorporated into another end product.
§ 12 Withdrawal
The purchaser shall indemnify the supplier against the obligations pursuant to § 10 (2) ElektroG (obligation of manufacturers to take back electrical and electronic equipment) and any related claims of third parties.
The purchaser indemnifies the supplier from the obligations according to § 9 BattG (obligations of the distributors) and related claims of third parties. 3. the supplier has the discretion to accept unfree returns.
It is at the discretion of the supplier to accept unfree returns. In principle, such will not be accepted.
§ 13 Waste disposal
To the extent required by law, the purchaser is obliged to dispose of devices and product components that fall under the ElektroG on its own responsibility in accordance with all statutory provisions.
Furthermore, the purchaser is obliged to dispose of packaging and batteries in accordance with the applicable legal provisions.
§ 14 Intellectual property
The purchaser is not granted any rights of ownership or use, except for the right to use or resell the products in the ordinary course of business.
The supplier shall not be liable in the event of a claim for infringement of any industrial property right, irrespective of the legal grounds.
If the goods to be delivered by the supplier contain software or are software, the property rights shall remain with the supplier or its suppliers, without prejudice to the foregoing provision.
It is the responsibility of the purchaser to properly inform himself about the license and usage conditions and the license fees.
§ 15 Limitation of liability
Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against the supplier and against his vicarious agents or persons employed in the performance of his obligations, except in the case of wilful misconduct or gross negligence.
§ 16 Place of fulfilment, place of jurisdiction, applicable law
The place of fulfilment for all mutual obligations arising from the contract is 87743 Egg a. d. Günz (Germany).
The place of jurisdiction for all disputes arising from this contract is 87700 Memmingen (Germany).
Legal relations in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 17 Severability clause
Should one or more of these conditions be or become invalid, this shall not affect the validity of the remaining conditions. The contracting parties are obliged to replace the invalid condition with an equivalent permissible condition.
