Due to the Corona virus and its side-effects, delivery times cannot be accurately predicted.

 

For this reason, we ask for your understanding that we are currently unable to state binding delivery dates.

 

Our obligation to deliver is subject to the timely and correct supply from our sources unless the delay or false delivery is caused by our own fault. Unpredictable, inevitable and circumstances beyond our responsibility (e.g. process interruptions due to epidemics, difficulties in the supply chain, delay in transportation, shortage of manpower and other causes of force majeure) will extend the deliver period by the duration of the incident and its impact.  Same is true if the incident happens to our suppliers or if delivery is already delayed.

 

Any claims resulting from above mentioned cases are explicitly excluded.

 

A shortage, mainly of electronic components is the result of COVID-19 pandemics. This is the reason, why our suppliers rise their prices often on very short terms. If we do not accept those prices, there will be no delivery. Means we are forced to accept the higher prices to fulfill the obligations towards our customers.  If those increases are not yet calculated in our quotation, then it is our right to invoice higher prices to our customers than the formerly agreed.  If, however, our suppliers drop component prices, we will take this into account and pass on the price reductions to our clients.

 

All our deliveries are exclusively done under above conditions as well as our General Terms of Delivery and Payment. The general terms and conditions of customers are only valid if explicitly accepted in written form.

 

1. Validity:
2. Only our General Terms and Conditions are applicable. Any terms and conditions, which are contradictory or differing from ours are only valid if explicitly accepted in writing.
3. Our General Terms and Conditions are also applicable for any future business with same customer if it is a juridical act of similar kind.
4. Subjected terms of this contract are the agreement in writing. There are no other valid conditions. Any modifications or amendments are only applicable if explicitly accepted by us in writing.

 

2. Quotes, Quote Documents, Purchase Orders, Contracts
3. All our quotes are free of obligations. Any purchase intents of our customers are accepted after written confirmation of after receipt of goods or services.
4. We reserve the right of ownership and copyright for all documents handed over to the customer in conjunction with order placement, namely calculations, drawings, samples, technical documentations, …. Those documents must not be used for any other purpose than the contractual and must not be made accessible for third parties without our explicit consent. They need to be returned immediately and free of charge after contract termination or after their purpose for use under this contract is fulfilled.
5. Contents and images in our flyers and catalogues are considered as customary approximate values, and only binding if explicitly confirmed.

 

3. Prices and Payment Terms
4. Unless otherwise specified in written form, our prices are considered ex works, excluding VAT, packing, transportation, and insurance. Those positions are calculated and stated separately.
5. As prices for transportation and insurance are subject to strong fluctuations, we preserve the right to adapt by +-10%, depending on the valid tariffs at delivery date.
6. Payment for the order must be done to our business account only. Any cash discount is only applicable after separate agreement in written form.
7. If there is no other agreement, invoices must be paid within 14 days after invoice date. Late payments are subject to default interest, which is 9% above the actual base rate per year.   We reserve the right to claim higher damages for default.
8. Handing over a check or bill of exchange is only considered a definite payment after it is fully cashed. We reserve the right to demand an adequate guarantee before handing over goods. In case of unproper invoice settlements, we reserve the right to suspend deliveries unless the customer pays in advance.
9. If there is no fixed price agreement, we reserve the right for reasonable price adaptions in case of changing labor costs, material costs or sales costs, if the delivery takes place 3 months or more after contract date.

 

4. Quality of Goods
5. Public statements such as found in catalogues, flyers, newsletters, etc. about product quality, only become binding if stated in the contract. Public statements of a third-party manufacturer or its agent are not binding unless it is stated in the contract or unless we explicitly adopted the content of the public statement in written form.
6. Until delivery, we reserve the right for customary technical amendments, particularly improvements, if this only results in unsignificant changes of product composure and does not unreasonably affect the customer.
7. Any information about quality and durability of products and services do not constitute any guarantee according to § 276 sec. 1 BGB and no quality – and durability guarantee according to § 443 BGB, if such is not explicitly written in contract.

 

5. Delivery and Transfer of Risk
6. Generally, delivery times and deadlines are binding. The delivery time starts after technical details are clear and both parties agreed on all aspects of the contract. It refers to the availability or readiness in our company. Delivery times may be extended reasonably in case of unpredictable, exceptional events, even if those occur to our suppliers, but have significant influence on completion or delivery of the product. Delivery times for ex works-contracts are fulfilled with notification of readiness, if the goods cannot be shipped in time, due to factors beyond our fault or fault of our suppliers.  
7. Packing of the products is customary and subject to surcharge. Shipping terms are ex works if not agreed differently. The selected way of transportation is without guarantee for cheaper methods, or the shipment is held available for transportation under consideration of reasonable time for loading. Handing over needs to be done directly after reception of shipping details, otherwise the shipment is temporarily stored and can be shipped by any method after a period of grace.
8. If the buyer is in default of acceptance or culpably breaches other duties of cooperation, we are entitled to claim any resulting damages including eventually occurring surcharges. The right for further claims is reserved. In forementioned case, the risk of accidental loss or accidental deterioration of the goods transfers to the buyer with fault of acceptance or – payment.
9. When handing over the shipment to the forwarding agent, never later then the shipment leaving our company or warehouse resp. when receiving our shipping note, the risk passes over to the buyer. This is true, no matter if shipment is done from place of fulfilment or who is the freight payer.
10. If we delayed the delivery for the first time a reasonable period of grace needs to be agreed. If this expired effectless, then the buyer is entitled to terminate the part of the contract which is not fulfilled. This is only true if we are responsible for the delay of delivery. Any claims for damages caused by the delay are excluded.
11. Any cases of inability, which occur after closing the contract, will not create a claim for compensation if we informed the buyer in advance about the inability to fulfill the contract.

 

6. Reservation of Proprietary Rights
7. We reserve the proprietary rights for the supplied products until all our claims under this supply contract are fully paid. Same is true for any future deliveries, even if not explicitly referred to these terms. We are entitled to take back the purchased items if the buyer is not conforming to the contract.
8. The buyer is obliged to treat the purchased items with care if proprietary rights are not yet passed over. He is obliged to inform us in written form and without any delay if the purchased items are subject to seizure or any other infringements through third parties. If the third party is not in the position to reimburse for judicial and extra-judicial costs of a lawsuit according to § 771 ZPO then the buyer is liable for the occurring loss.
9. The buyer is entitled to resell the reserved goods in ordinary course of business. Already now the buyer agrees to assign the claims from resale to us in agreed invoice amount (incl. VAT). This assignment is valid, independent whether the goods was further processed or not before resale. The buyer is authorized to collect the claim even after assignment. This does not affect our right to collect the claims. However, we shall not collect the claims if the buyer fulfills its payment obligations from the collected, if payment is not delayed and especially if no application for the opening of insolvency proceedings is filed or payment is stopped.
10. Processing or reworking of the goods initiated by the buyer is always in our name and on our behalf. In this case the buyers’ reservation of title continues at the processed or reworked goods.  In case the purchased goods are being processed with third-party goods, then we shall acquire co-ownership in the new product proportional to the objective value of the purchased goods and the other processed objects to the time of processing.   Same is true in case of mixing. If mixture is done in a way, that the buyers’ product is the main object, then the buyer transfers proportional ownership to us and keeps the sole ownership or co-ownership safe for us.
11. We agree to release the entitled securities on buyers’ demand, if their value exceeds the secured claims by more than 20%.

 

7. Warranty and Claims as well as Regress Claims / Manufacturer Regress
8. Legal warranty rights of the buyer are only possible after having properly taken the examination – and notification measures according to § 377 HGB.
9. Claims of defects lapse 12 months after shipment is affected. This is not applicable if longer periods are mandatorily stipulated by law. The intension to return a shipment needs our prior approval.
10. If, despite all care, product defects are detected, which were already present at the time of risk transfer, then we have the choice to either repair or replace the goods, provided that the buyer claimed the defects in time. For remedy we shall have a reasonable period of time. Forementioned regulations do not limit the regress claims in any way.
11. In case the remedy is not successful, the purchaser can terminate from contract or reduce the price, notwithstanding its claims for damage compensation.
12. There is no right for compensation in case of minor deviation or insignificant impairment of use, normal wear, abrasion or damages which occur after transfer of risk and if caused due to incorrect or improper handling, unsuitable equipment or other ambient conditions which are not assumed. Claims for defects and consequential damages are excluded if caused by improper repairs or modifications which are done by the buyer or a third party.
13. Buyer’s claims for expenses occurring from necessary subsequent performances, especially transport -, travelling -, labour - or material costs, are excluded to the extend, that such expenses are increased due to the fact, that the delivered product was subsequently relocated to another place than the buyers place of business and the relocation is not in accordance with its intended use.
14. Any recourse claims of the buyer towards us are only applicable if the buyer does not have any claim agreements with its customer, which go beyond the claim compulsory by law.

 

8. Liability
9. Claims for compensation are excluded, regardless of type of obligation breach or its legal nature, as far as it is not intentionally or grossly negligent.
10. In case we are violating major contract obligations (cardinal obligations), we will be liable for each negligence, but only to the extent of the foreseeable. Lost profit claims, saved expenses, claims for compensation to third parties, as well as other indirect or subsequent damages cannot be claimed. Only exception is, if we granted such a characteristic feature and the buyer should be protected from non-fulfillment.
11. The limitation and exclusion of liability according to figure 8a and figure 8b are not applicable for claims due to fraudulent conduct or in case of missing guaranteed characteristic features, for claims of product liability as well as claims for violation against life, body or health.
12. Above mentioned is also true for compensation claims of a buyer with contractual obligations, which occur from contract negotiations, contract initiation or similar business actions.
13. These regulations are also true for a buyer’s claims with subrogated rights.
14. The same limitation or exclusion of liability is also applicable for the personal liability of our executive employees, employees, workers, representatives, agents and subcontractors.

 

9. Final Clauses
10. This contract and full legal relation between the parties are under the law of the Federal Republic of Germany excluded from UN Sales Law (CISG).
11. Place of fulfillment and exclusive place of jurisdiction for all disputes from this contract is our place of business, if nothing else is defined in our order confirmation.
12. Force mejeur, industrial disputes, unrests, official measures, missing supply from sources and other unpredicatable, unevitable and severe events exempt the contracted parties from fulfillment for the duration of the disturbance and in the extend of its effects. The same is true if the event occurs after the contracting parties are in default. The contracted parties are obliged, within reasonable limits, to give the necessary information and to adapt their obligation to the changed conditions.
13. In case some clauses in this contract are ineffective or some clauses are missing, this will not affect the other regulations. The parties are obliged to substitute those clauses by lawful regulations which are in accordance to the commercial target and come closest to the invalid or missing regulation.