The “General Terms of Delivery for Products and Services of the Electrical Industry (ZVEI)” in their current form, supplemented by the following regulations and conditions, shall apply to all business relations with our customers. Other terms and conditions shall only apply if they have been expressly accepted by us in writing.

1. Offers

Our offers are subject to change. Contracts are only concluded by our written confirmation or by delivery. Our employees are not authorised to make verbal subsidiary agreements or promises which go beyond the content of the written contract or to amend these General Terms and Conditions of Delivery and Service to our disadvantage.
The technical data, illustrations, drawings, weights and dimensions belonging to the offer are only binding insofar as this is confirmed in writing. We reserve the right to make changes to drawings, samples, catalogues and other documents. Changes by the customer are only effective if confirmed in writing. The customer is responsible for checking the suitability of our goods.

2. Orders

Orders must be submitted in writing. We accept no liability for transmission errors or for errors caused by unclearly written orders. If orders are placed in the name of third parties, the customer is liable for the correctness of the order and the payment of the entire claim.

3. Prices

Unless otherwise agreed, prices are ex works, excluding packaging. In addition to the net amounts of the respective invoices or payment requests, value added tax shall be payable at the respective statutory rate. In principle, the prices at the time of the conclusion of the contract shall apply.

4. Delivery Deadlines

The delivery deadline begins with the dispatch of the order confirmation, but not before clarification of all details of contract execution and receipt of all documents and approvals to be provided by the customer as well as an agreed down payment. The delivery deadline shall be deemed to have been met if, by the time it expires, the goods have been made available to the customer at the relevant plant or the customer has been notified that the goods are ready for dispatch or ready for acceptance and release.
Requests for changes by the customer shall extend the delivery deadline appropriately until we have checked their feasibility and by the period required to integrate the new instructions into the production process.
If we are prevented from production or timely delivery due to disruptions in the operational process at our company or at our material suppliers, which are demonstrably of considerable influence for us, or due to illness, etc., the deadline shall be extended accordingly. If delivery becomes impossible as a result, our delivery and performance deadline shall lapse to the exclusion of compensation for damages.

5. Payment terms

Unless otherwise agreed in writing, payments shall be made to our bank within 30 days of the invoice date without deduction. Payments shall only be deemed to have been made when we can freely dispose of them at a bank.

In the event of a delay in payment of more than 14 days, we shall be entitled to charge interest at a rate of 6% above the base interest rate without a reminder.
If there are reasonable doubts about the customer’s ability to pay, e.g. payment arrears in the past, current payment arrears, we shall be entitled to demand securities or advance payment for the concurrent performance. If the customer does not comply with this demand within a reasonable period of time, we may withdraw from the part of the delivery contract that has not yet been fulfilled. It is not necessary to set a deadline if it is evident that the customer cannot provide security, e.g. if insolvency proceedings have been filed against the customer’s assets. We reserve the right to assert further damage caused by default.
The customer may only offset undisputed counterclaims or counterclaims that have become res judicata. He is not entitled to withhold or reduce payments due because of disputed complaints about the goods.

6. Retention of title

We retain title to the goods delivered until all payments have been received. If there is a current account relationship with the customer, the retention of title refers to the recognised balance.
The customer shall process the goods subject to retention of title on our behalf without any liability arising for us. If the reserved goods are mixed or combined with other goods, we shall acquire ownership of the new goods in the ratio of the invoice value of the reserved goods to the invoice value of the other materials.
The customer may only sell the reserved goods in the ordinary course of business and may neither pledge them nor assign them as security. The customer shall inform us immediately of any seizure of the reserved goods by third parties. Costs incurred by securing the reserved goods against a claim shall be borne by the customer insofar as he cannot demand reimbursement of these costs from the third party.
The customer assigns his claims from the resale of the reserved goods in full to us in advance as security.
The customer is authorised to collect the claims assigned to us himself. The authorisation to collect shall expire if the customer is in default of payment, if an application is made to open insolvency proceedings or if the customer ceases to make payments. In these cases, the customer may also no longer process the goods.
In the cases mentioned in the preceding paragraph, the customer shall enable us to take back the goods subject to retention of title, inform us of the assigned claims and their debtors, inform us of the assignment of claims of his customers and provide us with all information and documents necessary for the collection of the claims. We shall be entitled to disclose the assignment of claims to his customers. The taking back of the reserved goods does not constitute a withdrawal from the contract. If we withdraw from the contract, we shall be entitled to sell the goods on the open market.

7. Rights to documents and confidentiality

We reserve ownership and intellectual property rights to our drawings and other documents at all times. Neither drawings nor other confidential documents may be made accessible to third parties.
All drafts, samples or prototypes remain our property even after payment. We remain the owner of the existing industrial property rights and copyrights.

8. General liability

Claims for damages of any kind are excluded if we, our legal representatives, our employees or other vicarious agents have acted with slight negligence. This exclusion of liability shall not apply in the event of bodily injury, if a contractual guarantee has been assumed or if a material contractual guarantee has been breached in a manner endangering the performance of the contract. In these cases, our liability is limited to the extent of the guarantee or, in the case of a slightly negligent breach of essential contractual obligations, to the usual and foreseeable damage. Claims under the Product Liability Act shall remain unaffected by this paragraph.
With the exception of claims based on liability for defects, claims based on the Product Liability Act and claims based on injury to life, body or health, claims for damages shall become statute-barred one year after the customer has become aware of the damage and our liability for such damage or should have become aware of such damage without gross negligence.

9. Warranty

All goods and services must be inspected for defects immediately upon receipt. If a defect becomes apparent during the inspection or at a later date, we must be notified thereof in writing without delay. Immediate notification shall be deemed to be within one week. Later complaints will not be accepted unless they are hidden defects. In the event of defective goods or assembly, we shall be entitled to choose between repair or replacement. The customer may only demand either a reduction of the remuneration or cancellation of the contract if the rectification of defects or the replacement delivery fails. We must be given a reasonable period of time to remedy the defect.
A warranty is excluded for parts that are subject to increased wear and tear, e.g. transducers.
All warranty claims shall become statute-barred one year after acceptance. This also applies to hidden defects. Further claims of the purchaser, in particular for compensation of processing costs, installation and removal costs, as well as for damages which do not concern the subject matter of the contract itself, are excluded as far as legally permissible.

10. Withdrawal from the purchase

Withdrawal from an order and, if applicable, return of goods are only possible with our consent. In the event of withdrawal from an order, any costs already incurred by us shall be reimbursed. Products manufactured according to customer specifications are generally excluded from exchange. In the event of exchange or return of goods, 20% of the agreed purchase price shall be charged as a handling fee without proof of actual damage.

11. Origin of goods and export control

The supplier is obliged to observe the relevant legal and official regulations and requirements in the performance of the contract. If a delivered good does not fulfil the conditions of origin of the preferential agreements of the European Union, this must be expressly stated in the order confirmation.
If embargo provisions of the UN Security Council, the European Commission or national legal regulations exist for offered or delivered goods, the supplier must point this out in his order confirmation.
The supplier is obliged to indicate the commercial origin and the ECCN of the delivery item,
in particular if the US Export Administration Regulations (EAR) or International Traffic in Arms Regulations (ITAR) are applicable, in writing in the offer.

12. Place of performance, place of jurisdiction

The place of performance for all business relations with registered traders and legal entities is Gelnhausen.
German law shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The place of jurisdiction for all disputes arising from the underlying contract is Hanau. However, we also have the right to take legal action at the customer’s place of business.

Should individual provisions of these terms and conditions of delivery be invalid in whole or in part, the remaining terms and conditions shall remain valid.