For all contractual relations between our firm and domestic and foreign customers of our brand, including work carried out e.g. assembly and repairs, the following conditions shall apply:
1. We are bound by other contractual terms and conditions stipulated by the customer only when we expressly acknowledge them in writing. Further agreements are invalid if not confirmed by us in writing within one week. The contract to deliver shall apply even when specific agreements are ineffective. The customer cannot transfer the rights arising from the contract. Our offers are in all cases subject to alteration.
2. Delivery and transit are at the risk and costs of the purchaser. Transit insurance is provided by us only at the request and expense of the purchaser. This shall apply also to deliveries of goods and repairs that we send free of charge. Delivery is made from our company. Packaging can be returned at the registered offices of our company. There is no obligation on us to collect packaging. After the expiry of an acceptance period we are no longer obligated to ensure delivery. Partial deliveries are permissible. We are permitted to withdraw from the contract, demand advanced payments, or render our deliveries dependent upon the provision of collateral, should circumstances become known to us subsequent to the conclusion of the contact, which justify doubts concerning the credit worthiness of the customer. These rights exist in particular when amounts due, in spite of a reminder, are not settled.
3. Any unforeseeable circumstances and events that prevent or significantly complicate the delivery absolve us, for the period of their duration, from our delivery obligations. Claims for compensation for the delay or failure of deliveries are excluded unless there is wilful intent or gross negligence or an exclusion of liability is for other reasons legally impermissible. The customer however retains the legal right to withdraw.
4. The prices stated in the price list are subject to alteration. All prices apply to delivery ex-works unpackaged, uninsured, duties unpaid and without VAT. Repair costs as well as other incurred costs are strictly not discountable. From the date upon which the amount receivable is due we are entitled to charge statutory interest, unless it can be proved that we would thereby incur a higher loss of interest. Possible further claims to which we are entitled due to delays remain thereby unaffected.
5. All delivered merchandise remains our property until the complete payment of all outstanding amounts due arising from the business relationship. If in connection with payment of the purchase price by the purchaser, an obligation to accept a bill of exchange is established, the reservation of ownership will not expire before payment of the bill of exchange by the purchaser as the drawee. Treatment and processing of our reserved goods shall be carried out on our behalf without any obligations thereby accruing to us. If the reserved goods delivered by us are processed, mixed or combined with goods owned by third parties, we are entitled to co-ownership of the new product or combined item in a proportion that equates to the invoice value of our goods in proportion to the invoice value of all third-party goods at the time of processing, combining or mixing. If the purchaser acquires sole ownership of the new product, we are in agreement with the purchaser that he or she grants us co-ownership of the new product in the ratio of our invoice value of the reserved goods to the value of the other items at the time of processing, combination or mixing. The purchaser shall store these for us free of charge. The resulting product counts as reserved goods in accordance with these conditions. The resale of our goods, be it before or after processing, is permitted only to resellers and, moreover, only in the proper course of business. A resale is prohibited when the claims from the resale are not assigned to us. Claims of the purchaser from the resale of our reserved goods are hereby assigned to us, irrespective of whether the resale takes place without or after the processing, combination or mixing of our goods with other goods not belonging to us or together with third-party goods. We accept the assignment of claims. The assigned claims serve as security for all our claims arising from the business relationship. In case of the sale of reserved goods after processing, combination or mixing with other goods which do not belong to us, the claims shall be assigned in the amount of the invoice for our reserved goods. The seller is authorised to collect the assigned claim provided he or she fulfils properly his or her payment obligations to us and does not become insolvent.
In the event of impairment of our proprietary rights by third parties, in particular in the event of seizure or attachment of the goods, the purchaser must notify us immediately by sending the documents available to him or her (e.g., attachment reports) and advise the third party of our proprietary rights. Costs incurred by us through legal impairment will be charged to the purchaser. So far as the value of the securities we were provided with exceeds our claims by more than 20%, we are obliged to release the securities of our choice at the request of the purchaser. Sample consignments are explicitly identified as such. The purchaser is entitled to return the merchandise delivered as a sample within four weeks of the date of dispatch. Returns take place “carriage paid” only if the merchandise is in its original condition. Invoices will be issued concerning the sample consignment after the expiry of a period of 6 weeks from the date of dispatch.
6. In the event of defects in our deliveries and services – as well as the absence of warranted characteristics – we shall offer a warranty only under the following conditions:
a. If the purchaser is a contractor, we shall first furnish a warranty against defects at our discretion either in the form of a repair or of a replacement delivery. For the carrying out of all alterations or substitute deliveries which we deem necessary, the purchaser is to grant us the necessary time and opportunity. Should the purchaser refuse to cooperate with this requirement, then we shall be discharged from liability for the defect. Faulty parts shall be returned to us only upon our written request. Any freight charges shall be borne by the purchaser. Replaced parts again become our property.
b. If subsequent performance fails, the customer can demand either a reduction of the remuneration (price reduction) or to rescind the contract (rescission). In the event of a minor infringement of the contractual agreement, particularly for marginal defects, the purchaser is not entitled to cancel the contract agreement.
c. Contractors are bound to inform us about obvious defects in writing within two weeks of receipt of the goods; otherwise the assertion of warranty claims is excluded. The timely dispatch shall be sufficient to observe the deadline. The contractor is nevertheless responsible for the full burden of proof for all prerequisites for claims, in particular for the defect itself, for the time at which the defect was noted and for promptly lodging a complaint relating to the defect.
d. If and when the purchaser opts for rescission of the contract owing to legal or material defects after the failure of subsequent performance, he or she shall not be entitled to any damage compensation claims based on the defect. If the purchaser should choose to claim compensation for failure of subsequent fulfilment, the merchandise remains with the purchaser, provided that this is acceptable to him or her. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if the breach of contract was caused as a result of fraud on our part.
e. For contractors, the warranty period shall be two years from the delivery of the merchandise.
f. As a rule, only the product description of the manufacturer shall be deemed to be the agreed quality of the goods. Public statements, promotions or advertising on the part of the manufacturer do not constitute any additional contractual representation as to the condition of the goods.
g. Should the purchaser receive inadequate assembly instructions, then we are obliged only to supply adequate assembly instructions and this only if the inadequacy in the assembly instructions is an impediment to correct assembly.
h. The purchaser shall receive from us no guarantees in a legal sense. Manufacturer’s guarantees remain thereby unaffected.
i. For any third-party products, our liability shall be limited to the assignment of liability claims that we are due from the supplier of the third-party product, unless these claims cannot be enforced on account of a lack of funds on the part of the supplier.
j. No warranty is given for damages resulting from any of the following causes: Unsuitable or improper use, faulty assembly or implementation by the purchaser or third parties, natural wear, faulty or negligent handling, unsuitable operating materials, substitute materials, deficient construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, unless attributable to faults on our part.
k. We cannot be held liable in cases where repairs, modifications or maintenance work have been carried out by the purchaser or a third party without our prior written consent.
l. Notification of defect does not release the customer from the fulfilment of his contractual obligations, in particular to keep to the terms of payment.
7. Other claims against us and our subcontractors or vicarious agents, irrespective of their legal grounds, for the reimbursement of expenses or compensation, in particular for consequential damages, arising from fault in the conclusion of the contract, damage to property, from loss of profits or from negligently committed unlawful acts, are impermissible. This shall not apply if liability is mandatory due to deliberate acts, gross negligence or the absence of warranted characteristics. We are not liable to contractors for infringements of inessential contractual obligations through minor negligence. Exempt from the exclusion of liability are those damages resulting from injury to life, body or health, if we are responsible for the breach of obligation, whereby we must also account for the breach of obligation when this is carried out by legal representatives or subcontractors.
8. The purchaser is entitled to offset or withhold payments only if his or her counterclaim is uncontested or legally established. Any deductions which are not expressly agreed are not recognised.
9. If circumstances become known subsequent to the conclusion of the contract which place the credit worthiness of the buyer in question, all outstanding invoices, including those for which bills of exchange have been given, will become due immediately. We are further entitled to withdraw from contracts or to carry out outstanding deliveries, waiving the terms of payment, only against advanced payment or the provision of sufficient securities. In the event of a withdrawal we have, besides a rightful claim to the return of the manufacture at fair value, rightful claim to the compensation of our disbursements and costs against the buyer.
10. If we make any concessions to the customer or another party, this shall not be deemed a waiver of any contractual obligations.
11. All contractual agreements, including commitments undertaken during contractual negotiations, are valid only in written form. Silence shall not be considered in any way as consent.
12. The place of performance for all claims arising from the contract is our registered offices, including in cases where the sale or delivery is undertaken by a subsidiary. The place of jurisdiction – including for bills of exchange and cheque proceedings – is our registered offices. Regardless of the amount of the object, we reserve the right to file complaints at the district court of Hannover or, at our discretion, also at the competent court at the buyer’s corporate location. The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the standard purchase laws. The place of jurisdiction in relation to registered traders – including for bills of exchange and cheque proceedings – is our registered offices.
13. Our terms and conditions, to which all agreements and offers are subject, shall be regarded as accepted upon placement of orders or acceptance of delivery. Any conditions differing to these are invalid even if we do not expressly reject them . They are valid only in specific cases when acknowledged by us in writing.
14. The invalidity of individual conditions here does not affect the validity of any of the remaining conditions.
15. Insofar as these terms and conditions of sale do not determine otherwise, the general conditions of delivery for products and services of the electronics industry in the most recent valid version shall apply.