1.Scope of Application
(1) For all contracts between the purchaser and us the following general terms and conditions shall apply. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply vis á vis entrepreneurs within the meaning of sec. 14 BGB (German Civil Code).
2.Conclusion of a Contract
(1) The purchaser's order is to be qualified as an offer in accordance with § 145 BGB, which we can accept within 2 weeks by written confirmation (text form, e.g. by e-mail is also sufficient). Acceptance may also be declared by delivery of the goods.
(2) All offers and price quotations are subject to change without notice and are non-binding. Even if they are included in advertisements, price lists, brochures, etc.
3.Prices, Payment, Shipping, Discounts
(1) Our Prices are in EUR ex works, plus the respective statutory value added tax, the costs of packaging and shipping, customs duties and other costs incurred, unless expressly agreed otherwise.
(2) The purchase price is due for payment (advance payment) immediately on receipt of invoice, unless otherwise agreed.
(3) The costs for returns are to be borne by the purchaser. Such returns are to be discussed with the seller before returning the goods.
(4) Discounts require a separate agreement between the parties.
4.Shipment
The goods are either dispatched from our warehouse or by the manufacturer to the purchaser. Only when the invoice is paid in full, the goods will be sent to the purchaser, unless otherwise agreed. If the purchaser's goods are dispatched, the risk of accidental loss and accidental deterioration of the goods passes to the buyer at the time of dispatch. If the shipment is delayed due to the fault of the purchaser, the risk of accidental loss of the goods shall pass to the buyer upon notification of readiness for shipment.
5.Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the purchaser’s request.
6.Warranty
(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Complaints of any kind must be made in writing immediately after arrival of the goods. The buyer undertakes to inspect the goods immediately upon arrival. No complaints can be made later than 5 days after receipt of the goods, which could have been detected in the course of a random inspection, also with regard to electrical design and technical usability. In the case of hidden defects, the delivered goods shall be deemed to have been approved by the buyer if the notice of defect is not received within one week from the time of knowledge of the defect.
(3) In case of non-conformity of the goods we have the right to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(4) We have no knowledge of the specific application for which the purchaser is buying the goods and can therefore accept no liability for the intended use. Furthermore, we only carry out simple random incoming goods tests. The buyer is solely responsible for any further quality checks.
(5) The warranty period is 12 months from the transfer of risk. This does not apply to all claims of the purchaser due to defects of the goods for which we are responsible, unless claims are asserted due to fraudulent concealment of a defect, tort or intent or the goods were the subject of a purchase of consumer goods within the meaning of §§ 474 ff. BGB (German Civil Code).
7.Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
8.Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.
9.Applicable Law, Jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Frankfurt am Main in Germany.
