§1 Scope of services
1.1 Terms and conditions of purchase
We supply exclusively under the aforementioned "green supply conditions" of ZVEI with the following supplements. General business conditions of the customer are not recognised by us even if we fail to countermand them explicitly again in the order correspondence.
1.2 Offers, contracts
Our offers are always nonbinding. Contracts and agreements become binding only after written confirmation by us.
1.3 Further technical development
If the business transaction to services or products which are subject to further technical development, we are entitled to deliver the newest type at the relevant time. In this case the customer can only withdraw from the contract if its interest in delivery is demonstrably voided as a result of the change.
1.4 Promised characteristics
The information in our catalogues, leaflets, type lists, data sheets and other advertising literature, in specifications, performance stipulations and other technical delivery conditions, in certificates (eg certificates of compliance) and other forms do not constitute a promise of characteristics within the meaning of § 459 (2) of the German Civil Code/BGB beyond the normal guarantee. Such promises of characteristics are only effective with separate written confirmation by our management, in which they must be expressly described as such and in which our liability for consequential damage or loss can be limited to a maximum amount.
1.5 Reliability statements
Our reliability statements (length of life, MTBF, long-term stability, etc.) are statistically calculated mean values which in individual cases may not be met or may be exceeded.
1.6 Specimens
IIf we provide specimens to the customer, these constitute test specimens and not samples within the meaning of § 494 BGB. If the buyer wishes the ordered parts to have the same characteristics of the test sample this has to be agreed with the managing director in a written form.
1.7 Small order
We reserve the right to charge a handling supplement in the case of small orders.
1.8 Quantity variances
In the case of certain articles, we reserve the right to make increased or decreased deliveries up to 10% of the order quantity.
1.9 Part deliveries
Each part delivery constitutes an independent transaction.
§2 Price
2.1 Price basis, VAT
Our prices are ex warehouse Olching excluding packaging, dispatch costs and insurance, and excluding value-added tax. VAT is shown separately in the invoice at the rate which applies at the relevant time.
2.2 Cost-based prices
In calculations of prices based on own costs, the cost circumstances on the date of the relevant delivery are assumed.
§3 Rentention of title
3.1 Processing, resale
If goods subject to retention of title by us are inextricably mixed or combined with other objects, we become joint owners of the new object. Claims arising through resale of the goods subject to retention of title are hereby already assigned to us - in the case of sale together with other goods, in the amount of the invoice value of our goods which are subject to retention of title.
3.2 Deterioration of financial position
If the customer’s financial position deteriorates (see §4.2), we are entitled to forbid further processing and resale of our goods which are subject to retention of title and to demand their return at the expense of the customer.
3.3 Rescission
If the return of goods subject to retention of title is demanded or carried out, this does not yet constitute rescission of the contract.
§4 Payment conditions
4.1 Immediate payment requirement
All our receivables become payable immediately regardless of the term of any acceptances obtained if agreed payment conditions are not met despite a reminder or if the financial circumstances of the customer deteriorate and our receivables are thereby jeopardised (§ 321 BGB).
§5 Liability for defects
5.1 Guarantee
We guarantee that our services and products display the features specified in our relevant standard documents (catalogues, data sheets, etc.) or stated in an agreed specification. For the suitability of our services and products for the customer’s intended purpose in each case, the customer bears sole responsibility even if we have given advice to the customer in this regard. Specimens are not decisive for the scope of our guarantee (see § 1.6).
5.2 Inspection on receipt, notification of complaints
The provisions in §§ 377 and 378 of the German Commercial Code/HGB apply for the customer regardless of whether or not it is a registered trader (Kaufmann) in the legal sense. Accordingly, in order to pursue guarantee claims it is therefore obliged in particular to carry out an inspection on receipt and to notify promptly any defects or quantity variances contrary to the contract. Simple return of the goods does not constitute notification of a complaint.
5.3 Statistical inspection on receipt
If we make delivery in batches which permit statistical inspection on receipt in accordance with the customary principles in this regard (AQL, DIN 40080), such inspection must be carried out unless the customer has carried out a full inspection. In the absence of an agreement to the contrary, the inspection conditions and inspection criteria stipulated in our relevant standard documents apply.
5.4 Warranty period
The warranty period is 12 months from date of supply.
§6 Compensation for damage or loss
If an order is cancelled by the customer or the customer is in default with payment, we are entitled to demand compensation for non-performance. Such compensation will amount to 15% of the agreed order price. Compensation will be set at a higher or lower level if we prove a higher level of damage or loss or the customer proves a lower level.
§7 Industrial property rights
If, under a patent or other industrial property right, a third party makes a justified claim with regard to our services or products, we will at our discretion either establish a licence for the affected objects or replace them with objects which are not subject to protection. If, for legal or technical reasons, this is not possible or, because of reasonable economic considerations, cannot be expected, we will take back the relevant objects and reimburse the purchase price. Further claims of the customer are excluded in this regard. Article XI of the green ZVEI terms and conditions of delivery apply accordingly.
§8 Place of jurisdiction, legal election
8.1 The place of jurisdiction
is Wuppertal,Germany. We are entitled however to choose another place of jurisdiction, in particular the place of the customer’s residence or company address.
8.2 Legal election
Goods and services supplied by us are governed by German law. The application of standard international law on contracts of purchase and sale is excluded.