General Terms of Sale and Supply
1. Applicability of the General Terms and Conditions
Deliveries, services and quotations are made exclusively on the basis of these General Terms and Conditions. They also apply to all future business relations, even if no explicit reference is made to them again. We hereby object to any confirmations from the client made in reference to its own terms and conditions and terms of purchasing. Deviations from our General Terms and Conditions require our written confirmation.
2. Offer and conclusion of the contract
The contractor’s quotations are subject to change and non-binding. Acceptance declarations and all orders require the contractor's written confirmation for validity. The same applies to supplements, changes or side agreements. Our employees are not authorised to conclude supplementary or side agreements. Information on the object of supply and service (e.g., weights, dimensions, utility values, tolerances, and technical data) as well as descriptions of the same (e.g., drawings and illustrations) apply only as approximate values. Commercially common deviations in terms of colour, shape, function, dimensions, specified weight or features remain reserved if they are made on the basis of legal regulations or if they represent technical improvements or if they do not compromise the suitability for the contractually intended purpose of use.
Unless stated otherwise, the contractor will be bound by the prices stated in its quotations for 30 days from the quotation date. Our prices apply to the scope of delivery listed in our order confirmation; additional and special services will be invoiced separately. Prices apply ex-factory without setup or assembly, plus the statutory value added tax, and plus shipment and packaging.
4. Terms of payment
Unless agreed otherwise in writing, invoices shall be paid within 8 days from the invoice date with a 2% discount or within 30 days net in the net amount. No discount is granted if a due balance has not been credited to us yet at the time of payment. However, we reserve making delivery against prepayment or cash on delivery. In the event of default of payment, default interest in the amount of 3% above the base interest rate of the European Central Bank will be charged. We retain the right to prove a higher default damage and the client retains the right to prove a lower default damage. Withholding of payments or offsetting against the client's counterclaims is permissible if they are uncontested or established as final and absolute. If the contractor obtains knowledge of circumstances that cast doubt over the client's creditworthiness, the contractor is entitled to call the entire remaining debt due for payment or perform upcoming deliveries for this or other transactions exclusively against prepayment. The client shall provide sufficient security on our request at any time for already ordered but still unpaid products. If the client does not make the prepayment or does not provide the security, the contractor will be entitled, after setting an appropriate grace period, to withdraw from the contract or claim damages for non-performance.
5. Delivery dates
Delivery dates or delivery periods require the written form in all cases. Even if periods and dates have been bindingly agreed, the contractor shall not be held accountable for delays of deliveries or services due to force majeure and events that significantly complicate or render the contractor's work impossible such as business interruptions of any kind, difficulties in material procurement, transport delays, strikes, lockouts, lack of workers, measures by authorities, etc., even if they occur at the contractor's suppliers or at its subcontractors. If the obstruction persists for longer than 3 months, the client shall be entitled, after setting an appropriate grace period, to withdraw from the contract in respect of the part of the contract not performed yet. Damage compensation claims of the client against the contractor are excluded in this context. The contractor is entitled to make part deliveries and perform services in parts. The contractor is entitled in the case of call-off orders to procure the material for the order and immediately manufacture the complete order quantity. Any change requests of the client can accordingly not be considered anymore after the order is placed, unless agreed otherwise. This paragraph shall apply analogously if the contractor procures the products from third parties. In cases where cost shares for tools and other production equipment are assumed, the client shall not acquire ownership or co-ownership of these items, without prejudice to any potential claims for design protection. The client is obligated in case of delivery to countries of the European Union to inform us of its value added tax identification number at the latest in its order.
6. Transfer of risk, place of performance
The place of performance for deliveries is Maintal, even if we perform additional services. The risk shall transfer to the client as soon as the shipment was handed over to the person performing the transport or as soon as it was dispatched for shipment from the contractor's warehouse. If shipment becomes impossible at no fault of the contractor, the risk shall transfer to the client on notification of the readiness for shipment. If the product's readiness for shipment, the shipment or acceptance is delayed for reasons caused by the client, the contractor has the right, after setting an appropriate deadline that has expired unsuccessfully, to dispose of the object of delivery otherwise and claim damage compensation for non-performance. The contractor shall be informed of special requests regarding the shipment and/or packaging on placement of the order.
The client shall inspect the delivery immediately upon receipt. It will lose its warranty rights if it fails to give written notice and a detailed description of material defects or complaints for other non-compliance of a delivery with the contract, directly as soon as these are discovered or should have been discovered. Warranty will be performed at our choice initially by reworking or by replacement delivery within an appropriate period upon request by the client. In the event the warranty performance fails, the statutory warranty rights of annulment and reduction apply. For the development of novel devices, the contractor merely warrants that the device or devices manufactured by it have no production defects. No warranty is given for the technical suitability of these devices for use; the warranty is given merely for the presence or fulfilment of the criteria listed in the requirement specification. Insofar as certain criteria of the requirement specification cannot be implemented technically or as a matter of fact or if their implementation would require an inappropriately high financial expense, the contractor shall inform the client thereof immediately as soon as the circumstance becomes known, with the consequence that the contractor's liability pursuant to the content of the previous paragraph will not apply. The contractor shall not be required to review the content of the requirement specification that has been provided to it by the client for its technical or actual practicability prior to the acceptance of the order. We exclude our warranty obligation for any modifications or repairs made without our written approval by the client or third parties on the object of delivery or service. Warranty claims against the contractor are exclusively in the client's entitlement and not transferrable.
8. Acceptance of product returns in fair dealings
In the event that products are accepted in fair dealings, the contractor will charge 10% of the net invoice value for the costs of the acceptance of the return or disposal. All return shipments shall be made at the cost and risk of the client.
9. Reservation of title
The contractor reserves the title to all products delivered by it (products subject to the reservation of title) until the client has paid the complete liabilities resulting from the business relationship with the contractor, including liabilities created in the future. In the event of conduct contrary to the contract, in particular in the case of default, the contractor shall be entitled to take back the products subject to the reservation of title or collect them at the client’s cost. This shall not constitute a withdrawal from the contract, unless explicitly declared by the contractor. The contractor is authorised to sell products after accepting product returns, in which case the proceeds – less appropriate costs of sale – shall be deducted from the client's liabilities. The client is permitted to process and sell the Products subject to the Reservation of Title in the ordinary course of business for as long as it is not in default. Pledging or transfers to third parties by way of security are impermissible. If products subject to the reservation of title are processed, altered, combined or mixed, including in combination with other products that are not the property of the contractor, the contractor shall acquire co-ownership of the new object in proportion of the invoice value of the products subject to the reservation of title relative to the total value of the new object at the time of the processing, alteration, combination or mixing. To the extent that the client acquires sole ownership of the new object, it shall grant the contractor co-ownership right to the created new object in proportion of the invoice value of the products subject to the reservation of title relative to the total value of the new object at the time of the processing, alteration, combination or mixing. The same terms shall apply here as the terms applicable to the products subject to the reservation of title. The client shall retain the new object free of charge for the contractor. The client assigns on this day already the claim for the purchase price that is in its entitlement against its buyers in result of the resale or another sales transaction or other claims of remuneration, plus a flat surcharge of 15% for interest and costs, to the contractor; the contractor accepts this assignment on this day already. The client is permitted and empowered to resell or use the products subject to the reservation of title otherwise only if it is ensured that the claims transfer to the contractor. The client may not agree a prohibition of assignment with its contractual partner and on its part deliver exclusively subject to the reservation of title; on request, it shall name its contractual partner to us and provide us with or transfer to us the information and documents required for enforcing our rights. The client irrevocably empowers the contractor to collect the claims assigned to the contractor for its account and in its own name. This authorisation for collection can only be revoked if the client duly fulfils its payment obligations. In the event that third parties attain control over the products subject to the reservation of title, the client shall inform them of the contractor's ownership and notify it without delay. The assignment of receivables based on a factoring transaction is impermissible and hereby excluded, unless the contractor had given its written agreement prior to the assignment in question. If the value of the client's securities permanently exceeds the total value of the contractor's receivables (including contingent liabilities under regulations governing bills of exchange or cheques) by more than 20%, the contractor shall release securities at its choice on the client’s request.
We reserve all copyrights on the documents provided to the client and additionally all property rights on any documents not expressly included in the sale. The documents must not be made accessible to third parties. Their content must be treated as confidential.
Unless expressly agreed otherwise, the information provided to the client in connection with this contract is regarded as non-confidential.
12. Limitation of liability
Damage compensation claims resulting from a positive violation of a contractual duty, fault in the conclusion of a contract, breach of duties in contract negotiations, and tortious act (including producer's liability toward the client) against both the contractor as well as its employees are excluded, provided that no case of intentional or gross negligent action is present. This shall also apply to damage compensation claims for non-performance, whereas only to the extent that the compensation of indirect damages or consequential damages from defects are claimed, unless liability is based on a written assurance that is to secure the client against the risk of such damages. The client can claim damage compensation, if at all, up to an amount of 10% of the agreed contract value. The contractor's liability for compensation of property damages or personal injuries is limited to the cover sum of our liability insurance. The contractor is willing to let the client inspect the relevant policy on request.
13. Return and disposal according to ElektroG [German Electrical Devices and Electronics Act]
The client releases the contractor from the obligations pursuant to Sec. 10 (2) ElektroG and indemnifies it against any claims of third parties relating thereto. The client shall make commercial third parties to whom it transfers the delivered products subject to the obligation to dispose of the products correctly at the end of their useful life at their cost and in accordance with the legal regulations and to impose a corresponding further obligation in the event of a further transfer of the delivered products. If the client fails to obligate third parties to whom it transfers the delivered products to assume the disposal obligation and to transfer this obligation further, the client shall be obligated to take back the delivered products at the end of their useful life at its own cost and correctly dispose of them in accordance with the legal regulations.
14. Applicable law, place of jurisdiction, partial voidness
Exclusively German law applies to all legal disputes arising from or in connection with the contract. The contract language is German. The UN Convention on Contracts for the International Sale of Goods is excluded, even if orders are placed from abroad or deliveries are made to foreign countries. If the client is a general merchant, legal entity of public law or a public-law investment fund, the place of jurisdiction for any disputes arising from this contract is agreed to be Hanau. If individual conditions are unclear in the client's opinion, it shall inform us of this immediately. If a provision in these terms of contract or a provision within the scope of other agreements should be or become invalid, this shall not affect the validity of any of the other provisions or agreements. Instead of the invalid provision, the legally valid provision shall apply, which comes closest to the purpose pursued with the invalid provision.