1. Terms of business, quotations, conclusion of contracts

1.1

All our quotations, deliveries and services are subject exclusively to the following terms of business. The customer's general terms of business are expressly excluded from application.

1.2
The order signed by the customer is a binding offer, which we can accept by confirming the order within 4 weeks from receipt.

1.3
Any incidental agreements or declarations made either in person or by telephone by any employee of ours who is not authorised to represent the company will only be valid if they have been confirmed by our company in writing.

1.4
Illustrations, weights, descriptions etc. in quotations, price lists and other general printed matter are created and provided to the best of our ability but are intended for guidance only, unless they have been expressly defined as binding. We reserve all property rights and copyright to estimates, drawings and other documents. These may not be made accessible to third parties and may be used only for the agreed purpose.

 

2. Shipping and transfer of risk

2.1
Shipment will be effected at our discretion.

2.2
The risk will be transferred (even when shipment has been agreed free house) to the customer as soon as the consignment has left our stores or other agreed place of dispatch. If the dispatch of the goods is delayed by the customer or anyone operating on his behalf the risk of any loss/damage or deterioration of the goods will be transferred to the customer at the point in time when the goods are originally provided for shipment.

2.3
At the request of the customer we will insure the consignment at his expense against theft, damage by fire, water or transport risks, and other risks which can be covered by insurance.

2.4
The customer will have the right to return transport packaging to us at our place of business. Such returns can only be made during our normal business hours. The returned packaging must be clean, free from outside materials and sorted into type of packaging. If this is not the case we will have the right to invoice the customer for any additional costs arising from the disposal of soiled and/or unsorted transport packaging.

 

3. Prices and terms of payment

3.1
Except where defined otherwise in the following rates our prices are firm, exclusive of the applicable rate of VAT and apply ex our stores or other agreed dispatch location. Shipping costs (incl. postage and packing) and any – unless agreed otherwise – applicable customs and freight charges will be added to the cost of all orders.

3.2
Unless agreed otherwise our invoices are payable without deduction within 30 days from date of invoice.

3.3
Payments made by the customer will be offset against outstanding amounts owed to us in the following sequence: cost, interest, damages, accounts receivable from goods and services. Where there are a number of accounts receivable of the same type payment will first be credited against whatever debt is covered by the least security, in the case of a number of debts with the same level of security the oldest will be repaid first, and where the debts are of equal age they will be paid off proportionately.

3.4
Only claims on the part of the customer which have been recognised by us or established in law may be offset against our claims. Any rights of retention on the part of the customer are excluded where they are not based on the same contractual relationship. If the customer has the right of retention, payments may be retained only until the fulfilment of the customer's counter-claims and only to an extent which is in reasonable proportion to such counter-claims.

3.5
If after the conclusion of the contract it becomes clear that our claims on payment will be placed at risk by the customer's inability to pay, we will have the right to perform our contractual supply obligations only after the customer has, within a reasonable period to be determined by us, either made the agreed payment or provided adequate security. We will have such rights to withhold performance in particular if the customer is more than four weeks in arrears with payments arising from the contractual relationship which are due, undisputed and not subject to any objections, if any cheques or bills of exchange submitted by the customer are not honoured, or if an application is made to have insolvency proceedings initiated with regard to the customer's assets. Any further claims and rights on our part will not be affected by this. 

3.6
Unless agreed otherwise any supply contracts concluded by us are not transactions on a commission basis.

 

4. Deliveries and delivery periods

4.1
In the event of delays in delivery caused by difficulties which we were not in a position to foresee or avoid by taking the appropriate precautionary measures (e.g. industrial disputes, operational breakdowns, delays in obtaining materials, actions by the authorities etc., affecting either our operations or those of our suppliers), the agreed delivery periods will be extended to an appropriate extent, together with a reasonable time allowed for resumption of operations. If as a result of one of the above difficulties the delivery is delayed by more than 2 months, the customer will have the right to withdraw from the contract either wholly or in part. If as a result of such difficulties delivery becomes impossible or unreasonable to expect of us, we will also have the corresponding right to withdraw from the ontract.

4.2
At the request of the customer we will make part deliveries, for which the customer will pay the extra shipping costs. At our discretion part shipments may also be made without additional transport costs being charged.

4.3
We reserve the right to refuse to accept delivery of goods which are returned without good reason.

4.4
The delivery time for call-off orders is limited to a maximum of 12 months. For organisational reasons after the 12-month period any residual quantities will be delivered even if they have not been called off, and the price agreed under Section 3.1 will be charged.

4.5
Our deliveries to the customer are subject to our ability to obtain the necessary supplies in good time, which includes – in addition to the purchase of the goods to be supplied to the customer from our suppliers – the necessary raw materials and basic products required to manufacture the customer's order if we produce them ourselves. If supplies to our company are not delivered, not delivered correctly or delivered too late, even though the supplier has been instructed correctly by us, we will inform the customer of this and will have the right to withdraw from the contract with the customer within an appropriate period after the occurrence of such difficulties caused by our own suppliers.

 

5. Warranty, liability

5.1
We warrant that our products will be free from defects for a period of 12 months from the date of delivery in accordance with the following provisions. In the cases described in Section 5.5 Sentence 2 this will, in contrast to Sentence 1, be restricted to the legal warranty period and period of limitation. The same applies in cases where the law in accordance with §§ 438 Section 1 No. 2 (construction and construction materials), 479 Section 1 (right of recourse) and § 634a Section 1 No. 2 BGB (defects in construction) prescribes longer warranty periods.

5.2
If a consignment supplied by us contains a defect we will, at our conscientious discretion, have the option of remedying the defect or to provide a new delivery (supplementary performance). We will also be responsible for any costs involved in the supplementary performance. If the supplementary performance (if necessary more than one) fails, if we refuse to implement it, if the customer cannot reasonably be expected to accept it or if it is not necessary to provide a further period of time for performance in accordance with §§ 281 Section 1 and 323 Section 2 BGB (German Civil Code), the customer can at his discretion reduce payment or withdraw from the contract, even without the (in other respects necessary) prior provision of an appropriate period of time for the supplementary performance and its expiry without such successful supplementary performance where the defect is a material one and – unless we are able to prove that we are not responsible for the material defect – claim damages or a refund of his costs in accordance with § 284 BGB, unless it was not reasonable for us to expect this; Section 5.4 Sentence 2 applies correspondingly.

5.3
If the contractually agreed performance is impossible for us or for anyone, the customer will have the right to withdraw from the contract and – unless we are able to prove that we are not responsible for the impossibility of performance – claim damages or a refund of his costs in accordance with § 284 BGB in place of performance. This also applies if in the agreed delivery of similar products the implementation of one part of the delivery becomes impossible and it is in the customer's interests to reject a part delivery.

5.4
If the contractually agreed performance falls due and we fail to meet our obligations after a reasonable extension period determined by the customer, the customer can withdraw from the contract after the fruitless expiry of such an extension period and – unless we are able to prove that we are not at fault – claim damages, unless it was not reasonable for us to expect this. If the customer fails to exercise this right within a reasonable period to be determined by us the exercise of such rights will require the fruitless expiry of a further period provided to us by the customer to fulfil our obligations.

5.5
In other respects any further claims and rights on the part of the customer are excluded, in particular withdrawal and payment reduction rights or claims for damages of all kinds based on whatever legal justification (impossibility of performance, breach of obligations, irregularities in the conclusion of the contract, improper actions etc.). This does not apply (1) to claims for damages on the grounds of injury to life, limb or health and (2) to the customer's claims and rights if we have deliberately concealed defects or in the absence of product features which we have expressly warranted, and (3) to the customer's claims and rights on the grounds of negligent or grossly negligent behaviour on the part of ourselves, our authorised representatives and those acting on our behalf, or on the breach of obligations which are material to the due performance of the contract and which the customer can normally expect to be fulfilled.

5.6
With the exception of the cases mentioned in Section 5.5 Sentence 2 our liability is limited to compensation for damage which is a typical case, can be foreseen by us at the time the contract is concluded, and for which compensation is not available to the customer from our liability insurers; at the request of the customer we will have the duty to provide the customer without delay with a copy of the insurance certificate so that he can exercise his claims against the insurers.

5.7
No liability is accepted for the suitability of the goods provided by us for a specific purpose, unless the concrete application can be derived from the written instructions which accompany the goods or suitability for a specific purpose has been expressly confirmed by us in writing. It is the obligation of the customer in each case to check in advance whether the goods will be suitable for the purpose he intends.

5.8
All technical data is provided by the manufacturer. If the data is incorrect and this leads to defects in the goods supplied the customer's warranty claims against us described in this section will only apply if and to the extent that (1) we are the manufacturers or (2) a prior legal claim against the manufacturer by the customer – for which purpose we hereby assign to the customer our warranty claims against the manufacturer to this extent – has proved unsuccessful for no fault of the customer's or (3) it would not be reasonable to expect the customer to make such a claim.

 

6. Retention of title

6.1
We will retain the title to all goods supplied by us until all claims have been met which are due to us on the basis of the entire business relationship with the customer (which includes in particular the honouring of cheques and bills of exchange). 

6.2
The customer will not have the right to pledge or offer as security any goods to which we retain title. If in spite of this a third party acquires rights to any goods to which we retain title the customer hereby assigns all his rights and claims in this matter to us; we accept the assignment. The customer has the obligation to inform us without delay if goods to which we retain title are attached or confiscated or if a third party acquires rights to dispose over them.

6.3
The customer has the right to process and resell the goods supplied by us in the course of his normal business operations. In such a case the customer hereby assigns to us all his rights and claims arising from the sale of the goods to which we retain title; we accept the assignment. As long as the customer duly meets his obligations towards us he will have the right to collect the financial claims which have been assigned to us as security. We will have the right to require the customer to disclose this assignment of collateral to the third party purchaser, or the submission of all documentation required to enforce our claims.

6.4
If the customer is in arrears with his payments or is in breach of contract or if our title to the goods is directly endangered in any way we will have the right to seize the goods to which we retain title and take possession of them once more. To the extent that § 503 Section 2 BGB does not apply this will not be regarded as a withdrawal from the contract.

 

7. Cooperation and materials provided by customer; exports

7.1
If the customer provides us with goods or basic materials for our services (in particular for processing by us), he is responsible for making the relevant checks to ensure that these are suitable and free from defect, and that our performance of our obligations will not be hindered by the rights of third parties.

7.2
If a breach of the customer's duty to cooperate (in particular with respect to 7.1) makes necessary an exchange of goods or other delays in the performance of the order, the delivery dates for our performance will be postponed accordingly, together with a reasonable period for the resumption of operations. This is without prejudice to our further rights and claims.

7.3

If the customer is located abroad or if his own suppliers import goods he has the duty, if such goods are made available to us, to check in good time (1) that the declaration of the goods meets customs regulations and German foreign trade legislation, (2) that the country of origin for the goods is indicated and (3) any relevant export restrictions imposed by the countries where he and his suppliers are located with regard to the onward sale of the goods supplied, and to inform us about such restrictions. Any change in the origins of the goods must be reported to us without our having to remind the customer about this. In addition the customer must provide the following information on the shipping documents: 

- the statistical goods number for each item supplied (in accordance with the export trade statistics goods list),

- the export list number in accordance with Appendices I and IV of EU directive 1334/2000 or the comparable numbers of equivalent export lists,

- for goods of US origin the ECCN (Export Control Classification) number in accordance with EAR (Export Administration Regulations),

- if the goods have been shipped through, manufactured in, or stored in the USA or if they have been produced with the aid of US technology

The above duties on the part of the customer represent obligatory cooperation to ensure that we are in a position to meet applicable customs, export and foreign trade regulations.

7.4
The customer must make sure that effective export checks are carried out by him, his customers and their customers. This means in particular that the customer on his own responsibility conforms to the relevant export regulations of the Federal Republic of Germany, the EU, and/or any other countries from which the goods are supplied by us or our suppliers, and informs his customers in writing about any export regulations which have to be observed. For this purpose we will, in the relevant delivery information, indicate (1) the individual goods category (statistical goods number/ export list number), (2) the countries involved in the supply chain for the goods and supplier products and (3) the permit requirements which in our view the customer and his customers need to observe; this data must be checked by the customer. The customer is aware of the fact that any infringement of he foreign trade legislation of all the countries involved in the supply chain for the goods and supplier products can have serious consequences, even if such infringement is committed by one of the customer's own customers.

7.5
With regard to his own customers and their customers the customer is responsible for checking what further laws could prohibit the onward supply of the goods, and to ensure for the onward sale to his customers and to make it a condition for his customers that (1) the supplied goods are not destined for an armaments, nuclear or weapons-related purpose, (2) no companies or individuals named in the US Denied Persons List, US Warning List, US Entity List and/or US Specially Designated Nationals List are supplied if the previous supply chain for the goods or bought-in products has come into contact with the USA, (3) no military customers are supplied and (4) the early-warning information of the relevant German authorities is observed.

 

8. Advertising
The customer agrees to advertise the goods supplied by us only in a form which has been agreed with us in advance. If he fails to observe this the customer will indemnify us against any consequences of his improper advertising of the product characteristics and will recompense us for any damage we sustain as a result of such a breach.

 

9. Place of fulfilment and jurisdiction, applicable law, miscellaneous

9.1
The sole place of fulfilment for all supply and payment obligations is Unna.

9.2
The sole place of jurisdiction for all disputes is Unna. However, we will also have the right to bring a legal action against the customer at his own registered location.

9.3
The legal relationship between the customer and ourselves is subject exclusively to the law of the Federal Republic of Germany. Trade terms are to be interpreted exclusively on the basis of the latest version of the Incoterms.

9.4
Unless provided for otherwise or indicated here, in other respects the latest version of the general supply conditions for products and services of the electrical industry (so-called "Green supply terms“ of the central federation of the electrotechnical and electronics industry) will apply.

Valid from: 01 May 2007