General Terms and Conditions

1. scope of application and general regulations

  1. Our following General Terms and Conditions of Delivery shall apply exclusively to entrepreneurs within the meaning of Section 12 of the German Civil Code (BGB). Any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Delivery shall not be recognized. Our terms of delivery shall also apply if the customer refers to its own terms of purchase in its order or order confirmation.
  2. The "General Terms and Conditions of Sale for Products and Services of the Electrical Industry" and the "General Terms and Conditions of Delivery for Products and Services of the Electrical Industry" shall apply in addition to our Terms and Conditions of Delivery. In the event of any contradictions, these terms of delivery shall take precedence.
  3. Deviations from these terms and conditions are only effective if they are confirmed by us in writing.
  4. Our terms of delivery shall also apply to all future transactions with the customer, even if they are not expressly agreed again.
  5. The contractual rights may only be transferred to third parties by mutual agreement. However, purchase price claims and other purely monetary claims are freely transferable.


2. offers and scope of order

  1. Our offers, prices and delivery times are subject to change and non-binding. An order shall only be deemed to have been accepted once it has been confirmed by us in writing. Our written order confirmation is decisive for the scope of delivery.
  2. Additional agreements must be confirmed by us in writing in order to be effective.


3. changes

  1. All information contained in our catalogs, brochures, price lists or other advertising material is determined to the best of our knowledge on the date of determination. We reserve the right to make changes at a later date.
  2. Obvious printing and typographical errors as well as errors made by our employees can be corrected and may entitle us to withdraw from an order without the client being able to assert claims of any kind against us.


4. prices

  1. Unless otherwise stated in our order confirmation, our prices are "ex works" and do not include the costs of packaging, transportation/shipping, insurance or any customs duties.
  2. Statutory VAT is not included in our prices; it shall be added to the agreed price at the statutory rate applicable at the time the contract is concluded.
  3. The deduction of discounts or other rebates requires special written agreement.
  4. For orders for larger quantities of the same article, our quantity-related individual prices shall apply (discount prices in accordance with our respective valid price lists). This shall also apply to call-off orders if and insofar as fixed dates were specified for partial deliveries when the order was placed. When determining the respective list prices, each order shall be treated separately. A subsequent increase in an order already placed or a subsequent order shall therefore not affect the unit price of the original offer.


5. terms of payment

  1. The purchase price is to be paid without deduction within 14 days of receipt of the goods. In the case of partial deliveries, this applies to each individual partial delivery.
  2. We shall be entitled to offset payments against the customer´s older debt first, despite any provisions of the customer to the contrary, and shall inform the customer of the type of offsetting that has taken place. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then the interest and finally against the principal claim, even if the former relate to previous deliveries.
  3. Means of payment other than cash shall only be accepted for the purpose of fulfillment. Payment shall be deemed to have been made when we can freely dispose of the equivalent value. In the case of checks and bills of exchange, payments shall only be deemed to have been made when they have been honored. Any bank charges shall be borne by the customer. The acceptance of bills of exchange requires special agreement.
  4. If the customer is in default of payment, we shall be entitled to demand default interest in the amount of 8% above the respective base interest rate. The assertion of further damages caused by default remains unaffected by this. However, the customer is entitled to prove that we have incurred no or significantly less damage as a result of the delay.
  5. If the customer defaults on payment or if we become aware of circumstances that call the customer´s creditworthiness into question, we shall be entitled to declare all our claims due and payable, even if we have accepted checks or bills of exchange for payments already due. In addition, we are entitled to demand advance payments or securities for the further fulfillment of the contract. In any case, we shall have a right of retention to the delivery item until the advance payment or security demanded by us has been made.
  6. The customer shall only be entitled to offset or withhold payment if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, he is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.


6. delivery times

  1. Delivery periods shall commence upon dispatch of the order confirmation. Their commencement is subject to the clarification of all technical details, in particular the provision of the documents, approvals and releases to be procured by the customer and the receipt of an agreed advance payment.
  2. Subsequent changes requested by the customer shall lead to a reasonable extension of the delivery period.
  3. In the event of our delay in delivery, claims for damages for non-performance can only be asserted if the delay is due to intent or gross negligence.
  4. If the customer is in arrears with payments - also from earlier deliveries - we shall be entitled to withhold the delivery for as long as necessary. Until all outstanding invoice amounts have been settled, irrespective of the existence of the requirements of § 273 BG. This shall not apply if the customer can invoke a right to refuse performance.


7. shipping

  1. Shipment shall be made at our discretion by UPS or as freight, unless otherwise agreed.
  2. We shall only take out insurance against transport damage at the express request of the customer and for the customer´s account.
  3. If the customer insists on taking back the packaging, he is obliged to take it to the location of our branch at his own expense.


8. reservation of title

  1. We reserve title to the delivery item until all claims arising from the business relationship with the customer have been settled in full.
  2. The customer is entitled to resell the delivery item in the ordinary course of business. Pledging or transfer by way of security is not permitted. The customer hereby assigns to us all claims in the amount of our invoice which accrue to him from the resale against his customers or third parties. We are entitled to collect these claims ourselves if the customer does not properly meet his payment obligations from the proceeds, is in default of payment or a significant deterioration in his financial circumstances occurs, in particular if an application for the opening of insolvency proceedings has already been filed or payments have been suspended. In this case, the customer shall be obliged to provide the information required for collection, in particular to state the names and addresses of the third-party debtors and the assigned claims and to surrender the associated documents, as well as to inform the debtors (third parties) of the assignment.
  3. The processing or transformation of the delivery item by the customer is always carried out for us as the manufacturer.
  4. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with. § 771 ZPO. Any costs of interventions shall be borne by the customer.
  5. In the event of breach of contract by the customer - in particular in the event of default in payment - we shall be entitled to withdraw from the contract and to take back the delivery item at the customer´s expense or, if applicable, to demand assignment of the customer´s claim for return against third parties. After taking back the delivery item, we are authorized to utilize it. The proceeds of the sale shall be set off against the customer´s liabilities less reasonable costs of sale.
  6. If the realizable value of our securities exceeds the claims to be secured by more than 10%, we undertake to release the securities to which we are entitled at the request of the customer. We shall be responsible for selecting the securities to be released.


9. warranty for defects

  1. Warranty claims of the customer presuppose that he has fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
  2. If there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to subsequent performance (rectification of defects or replacement delivery). We shall bear the costs of transportation, travel, labour and material, provided that these are not increased by the fact that the delivery item has been moved to a location other than the customer´s place of business.
  3. If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand rescission of the contract (withdrawal) or reduction of the purchase price (reduction). In the case of only a minor breach of contract, in particular in the case of only minor defects, the right of withdrawal is excluded.
  4. Unless otherwise stipulated below, any further claims of the customer - irrespective of the legal grounds - are excluded. We are therefore not liable for damage that has not occurred to the delivery item itself; in particular, we are not liable for loss of profit or other financial losses of the customer.
  5. We shall also not be liable for damage caused by the following reasons: unsuitable or improper handling, in particular excessive use, unsuitable operating materials, replacement materials, defective construction work, chemical, electrochemical or electrical influences, unless they are attributable to our fault.
  6. The above limitations of liability shall not apply if the cause of the damage is attributable to intent or gross negligence.
  7. If we negligently breach a material contractual obligation, our liability shall be limited to the foreseeable damage typical of the contract.
  8. Unless otherwise agreed, the warranty period shall be 12 months, calculated from the date of delivery. This period is a limitation period and also applies to claims for compensation for consequential damages.


10. limitations of liability

  1. Any further liability for damages other than that provided for in Clause 9 is excluded, irrespective of the legal nature of the claim asserted.
  2. The mandatory provisions of the Product Liability Act remain unaffected by these regulations. Furthermore, the above limitations of liability shall not apply in the event of physical injury or damage to health for which we are responsible or in the event of loss of life of the customer.
  3. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives or other vicarious agents.


11 Place of fulfillment and jurisdiction

  1. Unless otherwise stated in our order confirmation, our registered office is the place of performance.
  2. Our registered office shall be the exclusive place of jurisdiction for all claims or disputes arising from this contract. However, we are also entitled to sue the customer at the court of his place of residence/registered office.


12 Applicable law and partial invalidity

  1. The contracting parties agree that this contract and all legal consequences relating to it shall be governed exclusively by German law. Foreign law and international agreements shall not apply. The application of the Hague Uniform Laws on the International Sale of Goods is excluded.
  2. Should individual provisions of these Terms and Conditions of Sale be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, the corresponding provision shall be implemented in such a way that it corresponds as closely as possible to the economic purpose of the invalid provision.