General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry (“GL”) 

for commercial transactions between businesses
August 2015

I. GENERAL PROVISIONS

  1.  For the legal relationships between supplier and purchaser in connection with the deliveries and / or services of the supplier (in the following: deliveries) exclusively these GL apply. General terms and conditions of the customer are only valid insofar as the supplier has expressly agreed to them in writing. The scope of deliveries shall be determined by the mutually agreed written declarations.

  2. The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and other documents (hereinafter referred to as "Documents"). The Documents shall not be made accessible to third parties without the Supplier's prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s Documents; these may, however, be made accessible to those thi.rd parties to whom the Supplier has rightfully subcontracted Supplies. 

  3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up copy of standard software.

  4. Partial deliveries are permissible insofar as they are reasonable for the purchaser.

  5. The term „claim for damages” used in the present GL also includes claims for indemnification for useless expenditure.

II. PRICES, TERMS OF PAYMENT, AND SET-OFF

  1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.

  2. Unless otherwise agreed, our prices are valid at the time of delivery plus statutory sales tax. Basis of calculation are the determined weights including packaging, as far as this is customary in the industry.

  3. If the supplier has taken over the installation or assembly and if nothing else has been agreed, the purchaser shall pay all necessary additional costs such as travel and transport costs as well as triggers in addition to the agreed remuneration.

  4. Unless otherwise agreed or stated in our invoices, the payment must be made in such a way that we can dispose of the amount on the due date, without deduction, in particular without discount. The buyer bears the costs of payment transactions. A right of retention and a right of offsetting are available to the buyer only insofar as the counterclaims are undisputed or legally established.

  5. Our claims are due upon receipt of the invoice from the contracting party. In the invoice we can determine a later due date. Beginning and running of limitation periods remain unaffected.

  6. Payments are to be made free to the paying agent of the supplier.

  7. The customer can only set off such claims that are undisputed or legally binding.

III. RETENTION OF TITLE

  1. The objects of the deliveries (reserved goods) remain the property of the supplier until the fulfillment of all claims against the customer arising from the business relationship. Insofar as the value of all security interests to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier shall release a corresponding part of the security interests at the request of the ordering party; the supplier is entitled to choose between different security interests.

  2. During the existence of the retention of title, the purchaser is prohibited from pledging or transferring security and the resale is only permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment from his customer or makes the reservation that the ownership passes to the customer first, if he has fulfilled his payment obligations.

  3. If the purchaser resells the goods subject to retention of title, he hereby assigns to the supplier his future claims from the resale against his customers with all ancillary rights - including any balance claims - without any further special explanations. If the goods subject to retention of title are resold together with other objects without a single price being agreed for the goods subject to retention of title, the customer assigns to the supplier the part of the total price claim which corresponds to the price of the reserved goods invoiced by the supplier.

    a) The customer is permitted to process the reserved goods or to mix or combine them with other objects. Processing takes place for the supplier. The customer keeps the resulting new thing for the supplier with the care of a proper businessman. The new item is regarded as reserved goods.

    b) The supplier and purchaser already agree that if the goods are combined or mixed with other items not belonging to the supplier, the supplier will in any case have co-ownership of the new item in proportion to the share resulting from the relationship between the value of the goods or mixed retained goods to the value of the remaining goods at the time of connection or mixing results. The new item is considered as reserved goods.

    c) The regulation on the assignment of claims according to No. 3 also applies to the new case. However, the assignment shall only apply up to the amount corresponding to the value invoiced by the Supplier for the processed, combined or mixed reserved goods.

    d) If the purchaser combines the reserved goods with land or movable property, he shall, without further special declarations, also assign his claim, which he is entitled to as remuneration for the connection, with all ancillary rights to the amount of the value of the connected goods Reserved goods to the other connected goods at the time of the connection to the supplier.

  4. The Purchaser has the right to collect on conveyed claims in connection with a resale until such right is revoked. For good cause, especially in case of late payment, no payment, initiation of bankruptcy proceedings, note protest or justified suspicion that the Purchaser may become overly indebted or insolvent, the Supplier shall have the right to revoke the Purchaser’s collection authorization. In addition, after issuing a warning with a reasonable deadline, the Supplier may disclose the security assignment, salvage the assigned claims and demand that the Purchaser disclose the security assignment to its customer. 

  5. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If prima facie evidence of a justified interest can be provided, the Purchaser must provide the Supplier without delay with the information and documentation the Supplier needs to assert his rights with the customer.

  6. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.

IV. TIME FOR SUPPLIES; DELAY

  1. The observance of delivery deadlines presupposes the punctual receipt of all documents to be supplied by the customer, necessary approvals and approvals, in particular of plans, as well as the adherence to the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in time, the deadlines will be extended accordingly; this does not apply if the supplier is responsible for the delay.

  2. Failure to meet the deadlines is due to

    a) force majeure, eg. Mobilization, war, acts of terror, riots, or similar events (eg strike, lockout),

    b) Viruses and other attacks by third parties on the IT system of the supplier, insofar as these were carried out despite the usual care taken in protective measures,

    c) obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible, or

    d) Failure to deliver to the supplier on time or on a regular basis, the deadlines shall be extended appropriately.

  3. At the Supplier's request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.

  4. Claims for damages of the purchaser due to delay of the delivery as well as claims for damages in excess of the limits mentioned in No. 3 are excluded in all cases of delayed delivery, even after the expiry of a delivery period set by the supplier. This does not apply in cases of intent, gross negligence or injury to life, limb or health. The customer can only withdraw from the contract within the scope of the statutory provisions insofar as the delay in the delivery is the responsibility of the supplier. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.

  5. If shipping or delivery is delayed by more than one month after notification of readiness for despatch at the request of the purchaser, the purchaser may be charged storage fees amounting to 0.5% of the price of the goods for each additional month started, up to a maximum of 5% , The proof of higher or lower storage costs remains to the contracting parties.

  6. If shipping or delivery is delayed by more than one month after notification of readiness for despatch at the request of the purchaser, the purchaser may be charged storage fees amounting to 0.5% of the price of the goods for each additional month started, up to a maximum of 5% , The proof of higher or lower storage costs remains to the contracting parties.

V. TRANSFER OF RISK

  1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:

    a) if the Supplies do not include assembly or erection, at the time when the shipment is shipped or picked up by the carrier. Upon the Purchaser’s request, the Supplier shall insure the shipment against the usual risks of transport at the Purchaser’s expense;

    b) if the Supplies include assembly or erection, at the day of taking over in the own works or, if so agreed, after a fault-free trial run.

  2. The risk shall pass to the Purchaser if dispatch, shipping, the start or performance of assembly or erection, the taking over in the own works or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.

VI. ASSEMBLY AND ERECTION

Unless otherwise agreed in writing, assembly/erection shall be subject to the following provisions: 

  1. The Purchaser shall provide at its own expense and in due time:

    a) all earth and construction work and other ancillary work outside the Supplier’s scope, including the necessary skilled and unskilled labor, construction materials and tools,

    b) the equipment and materials necessary for assembly and commissioning such as scaffolds, lifting equipment and other devices as well as fuels and lubricants,

    c) energy and water at the point of use including connections, heating and lighting,

    d) at the installation site for the storage of the machine parts, equipment, materials, tools, etc., sufficiently large, suitable, dry and lockable rooms and working and recreation rooms adequate for the installation personnel, including the circumstances of appropriate sanitary facilities; moreover, in order to protect the possession of the supplier and the installation personnel on site, the customer must take the measures that he would take to protect his own property,

    e) Protective clothing and protective equipment required as a result of special circumstances of the installation site.

  2. Before commencing assembly work, the customer must provide the necessary information on the location of concealed power, gas, water pipes or similar equipment as well as the required static information without being asked.

  3. Before commencing assembly or erection, the items and items required for commencement of work must be at the installation or assembly site and all preparatory work must be sufficiently advanced prior to commencement of erection that installation or assembly commences as agreed and is carried out without interruption can be.

  4. The orderer must certify the supplier of the duration of the working time of the assembly personnel and the completion of the installation, assembly or commissioning without delay.

  5. The purchaser must immediately certify to the supplier the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning on a weekly basis.

  6. If the supplier demands the acceptance of the delivery after completion, the orderer must make it within two weeks. Acceptance shall be the same if the customer allows the two-week period to elapse or if the delivery - possibly after the conclusion of an agreed test phase - has been put into use.

VII. RECEIVING SUPPLIES

  1. The customer may not refuse to accept deliveries due to insignificant defects.

  2. The receipt of the goods is automatically considered acceptance of these terms and conditions.

VIII. DEFECTS AS TO QUALITY

The Supplier shall be liable for defects as to quality („Sachmängel", hereinafter referred to as ,,Defects") as follows:

  1. All parts or services where a Defect becomes apparent within the limitation period shall, at the discretion of the Supplier, be repaired, replaced or provided again free of charge irrespective of the hours of operation elapsed, provided that the reason for the Defect had already existed at the time when the risk passed.

  2. Claims for supplementary performance become statute-barred in 12 months from the beginning of the statutory limitation period; The same applies to withdrawal and reduction. This period does not apply, as far as the law according to §§ 438 para. 1 no. 2 (buildings and objects for buildings), 479 para. 1 (right of recourse) and 634a para. 1 no. 2 (construction defects) BGB requires longer periods Intent, fraudulent concealment of the defect or failure to comply with a guarantee of quality. The legal regulations regarding expiration inhibition, inhibition and new beginning of the deadlines remain untouched.

  3. The Purchaser shall notify Defects to the Supplier in writing and without undue delay.

  4. n the case of notice of defects, payments of the orderer may be retained to an extent that is in reasonable proportion to the material defects that have occurred. The orderer can withhold payments only if a notice of defect is asserted, over whose authority no doubt can exist. A right of retention of the purchaser does not exist if his claims for defects are time-barred. If the notice of defect is wrongly made, the supplier is entitled to demand compensation for expenses incurred by the customer.

  5. The supplier is to be granted the opportunity of supplementary performance within a reasonable period.

  6. If the supplementary performance fails, the customer may - without prejudice to any claims for damages according to No. 10 - withdraw from the contract or reduce the remuneration.

  7. Claims for defects shall not exist in the event of insignificant deviation from the agreed quality, for only insignificant impairment of usefulness, natural wear or damage after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences that are not required under the contract, as well as software errors that can not be reproduced. If changes or repairs are carried out improperly by the purchaser or by third parties, then there are no claims for defects for these and the resulting consequences.

  8. Claims by the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery has subsequently been moved to a location other than the purchaser's branch unless the shipment complies with its intended use.

  9. Rights of recourse of the purchaser against the supplier pursuant to § 478 BGB (recourse of the entrepreneur) exist only insofar as the purchaser has not made any agreements with his purchaser that exceed the statutory claims for defects. No. 8 also applies accordingly to the scope of the purchaser's recourse claim against the supplier in accordance with § 478 (2) BGB.

  10. laims for damages of the purchaser due to a material defect are excluded. This shall not apply to fraudulent concealment of the defect, failure to comply with a quality guarantee, injury to life, limb or health and intentional or grossly negligent breach of duty by the supplier. A change in the burden of proof to the detriment of the customer is not connected with the above regulations. Further claims or claims of the customer other than those regulated in this Art. VIII due to a material defect are excluded.

IX. GRADES, DIMENSIONS AND WEIGHTS

  1. Grades and dimensions are determined by the DIN standards or material sheets valid at the time the contract was concluded. Insofar as there are no DIN standards or material sheets, the corresponding Euro standards apply; References to standards, factory standards, material sheets or test certificates as well as information on grades, dimensions, weights and usability are not guarantees or guarantees, nor declarations of conformity, manufacturer's declarations and corresponding marks, such as CE and GS.

  2. For the weights, the weighing carried out by us or our upstream supplier is decisive. The proof of weight is provided by presentation of the weighting note. The surcharges and discounts customary in the steel trade of the Federal Republic of Germany (trade weights) remain unaffected. In the dispatch note specified quantities, lots aso are not binding for weighted goods. Unless an individual weighing is usually carried out, the total weight of the consignment applies in each case. Differences compared to the calculated individual weights are distributed relatively to them.

X. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHT; DEFECTS IN TITLE

  1. Unless otherwise agreed, the supplier is obliged to deliver the goods free of industrial property rights and copyrights of third parties (hereinafter referred to as property rights) only in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of industrial property rights by deliveries made by the supplier and used in accordance with the contract, the supplier shall be liable to the customer within the period specified in Art. VIII No. 2 as follows:

    a) The supplier shall, at his own expense, either obtain a right of use for the deliveries in question, modify them so that the property right is not violated, or exchange them. If this is not possible for the Supplier on reasonable terms, the Purchaser shall be entitled to the statutory right of withdrawal or reduction.

    b) The supplier's obligation to pay damages is governed by Art. XII.

    c) The above-mentioned obligations of the supplier exist only insofar as the purchaser notifies the supplier of the claims asserted by the third party in writing without delay, does not acknowledge an infringement and reserves the supplier all defensive measures and settlement negotiations. If the customer suspends the use of the delivery for reasons of mitigation or other important reasons, he is obliged to inform the third party that the cessation of use does not constitute acknowledgment of an infringement of property rights.

  2. Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.

  3. Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of use not foreseeable by the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided by the Supplier.

  4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event of an infringement of an IPR.

  5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.

  6. urther or other than the claims regulated in this Art. IX of the Purchaser against the Supplier and its vicarious agents due to a defect in title are excluded.

XI. RESERVATION OF PERFORMANCE

  1. The fulfillment of the contract is subject to the proviso that there are no obstacles due to German, US or other applicable national, EU or international regulations of foreign trade law and no embargoes or other sanctions.

  2. The customer is obliged to provide all information and documents that are required for export, shipment or import.

XII. IMPOSSIBILITY OF PERFORMANCE; ADAPTATION OF CONTRACT

  1. To the extent that delivery is impossible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser's claim for damages is, however, limited to an amount of 10% of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use.This limitation shall not apply in the case of liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser‘s right to rescind the contract shall be unaffected.

  2. Where events within the meaning of Art. IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier's business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supllier shall have the right to rescind the contract. The same applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realised the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.

XIII. OTHER CLAIMS FOR DAMAGES

  1. Unless otherwise stipulated in these Terms and Conditions, claims for damages on the part of the Purchaser are excluded, irrespective of the legal grounds, in particular for breach of duties arising from the contractual relationship and from tortious acts.

  2. This does not apply if liability is based on:

    a) the German Product Liability Act („Produkthaftungsgesetz");

    b) intent;

    c) gross negligence on the part of the owners, legal representatives or executives;

    d) fraud;

    e) failure to comply with a guarantee granted;

    f) negligent injury to life, limb or health; or

    g) negligent breach of a fundamental condition of contract („wesentliche Vertragspflichten“).However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case applies.

  3. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.

XIV. VENUE AND APPLICABLE LAW

  1. If the Purchaser is a business person, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier's place of business. However, the Supplier may also bring an action at the Purchaser's place of business.

  2. Legal relations existing in connection with this contract shall be governed by German substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XV. SEVERABILITY CLAUSE

  1. The legal invalidity of one or more provisions of this contract shall in no way affect the validity of the remaining provisions. This shall not apply if it would be unreasonable for one of the parties to continue the contract.