General sales and delivery conditions as well as additional conditions for products and services of the electrical industry
Unless expressly agreed otherwise, our General Terms and Conditions of Sale and Delivery apply to all offers, orders, purchase contracts and deliveries that we make to the customer (buyer). They also apply to future business relationships, even if they are not expressly agreed again. Deviating general terms and conditions of the buyer are not recognized, even if we do not expressly contradict you.
II. Offers and Deals
1. Our offers are non-binding.
2. Contracts, orders, assurances and other agreements shall only become binding upon our written confirmation. Verbal collateral agreements have no validity without our written confirmation. This does not apply if the purchaser was allowed to rely in individual cases due to special circumstances that an oral agreement is valid.
3. Documents belonging to the offer of the contractor, such as illustrations, drawings, etc., are to be considered as approximate measurements and weights only, unless the dimensional and weight accuracy has been expressly confirmed. The contractor reserves ownership and copyright to these documents. They may not be made accessible to third parties or misused in any way without the consent of the contractor. If the order is not placed, customer-specific documents, unsolicited and in all other cases upon request, must be returned immediately.
III. Scope of deliveries and services
1. For the scope of deliveries or services, the mutual written declarations shall prevail. If a contract has been concluded without such mutual explanations, either the written order confirmation of the supplier or supplier (hereinafter referred to as "Supplier"), if such has not occurred, the written order of the customer shall prevail.
2. Protection devices are supplied as far as required by law or expressly agreed.
3. For all deliveries or services, the regulations of the Association of German Electrical Engineers apply insofar as they are relevant for the security of deliveries or services. Deviations are permissible as far as the same security is guaranteed in another way.
4. The Supplier reserves all proprietary and copyright exploitation rights to cost estimates, drawings and other documents; they may only be made accessible to third parties with the prior consent of the supplier. Sentences 1 and 2 apply mutatis mutandis to documents of the purchaser; however, these may be made available to third parties to whom the supplier has legitimately transferred deliveries or services.
1. Prices are valid for delivery without installation or assembly ex works plus freight and VAT. Prices excluding packaging.
2. A local warranty is not included in our prices and thus excluded. For larger systems, a local warranty can be contracted on customer request.
3. If, after conclusion of the contract, freight, duties, taxes, customs duties, charges and the like are introduced or increased, we shall be entitled to increase the purchase price accordingly if this introduction or increase does not occur more than four months after the conclusion of the contract.
V. Retention of title
The objects and equipment sold remain the property of the supplier until all claims arising from this contract against the customer have been met. The retention of title also remains valid for all claims that the seller has made against the customer in connection with the object of purchase, e.g. due to repairs or spare parts deliveries, as well as other services acquired later. Until the fulfillment of the above-mentioned claims of the seller, the items may not be resold, rented, lent or given away and not given to third parties for repair. Likewise, backup and pledging are prohibited.
If the customer is a dealer (reseller), then resale in the ordinary course of business is permitted under the condition that the claims from the resale to his customers or third parties, including all ancillary rights in the amount of the seller's invoice value, are now assigned to the seller.
During the period of retention of title, the customer is entitled to own and use the object of purchase as long as he fulfills his obligations under the retention of title and is not in default of payment.
If the customer is in default of payment or does not meet his obligations under the retention of title and the seller has declared the withdrawal from the contract, the seller may demand the object of purchase from the buyer and after threatening a reasonable period the object of sale by setting off against the purchase price by freehand Use sale as best as possible. All costs of return and recovery of the object of purchase shall be borne by the buyer. In the event of access by third parties, in particular in the case of seizure of the object of purchase or exercise of the entrepreneur's lien of a workshop, the customer must immediately notify the seller in writing and inform the third party without delay of the retention of title by the seller. The buyer bears all costs that must be incurred for the provision of access and for a replacement of the object of purchase, as far as they can not be confiscated by third parties. The buyer has the obligation to keep the object of purchase in proper condition for the duration of the retention of title, as well as to carry out all scheduled maintenance work and necessary repairs immediately by the seller.
In the case of processing with other items not belonging to the supplier, the supplier acquires co-ownership in the new item in the amount resulting from the ratio of the processed or otherwise related goods to the value of the new item. Insofar as the value of all security interests to which the supplier is entitled, the amount of all secured claims shall be more than 25%. At the request of the ordering party, the supplier shall release a corresponding part of the security rights.
VI. terms of payment
1. Payments are to be made free paying agent of the supplier.
The payment period starts with the invoice date. 30 days from the date of invoice default occurs automatically. Regardless, we can make the default situation earlier by a reminder. Cash payments, bank transfers or check payments made against the sending of a bill issued by us and accepted by the buyer shall not be considered as payment until the bill has been cashed by the drawee and we are thus released from the bill of exchange liability. The agreed retention of title (without prejudice to further agreements), as well as the other rights of retention, shall therefore remain at least until redemption of the bill in our favor.
2. The customer can only set off against claims that are undisputed or legally binding.
3. If discount deductions are expressly agreed and noted on our invoice, they shall only be deemed admissible if the payment is within the payment date i.d.R. within 10 days of the invoice date in cash at our appropriate disposal, and all past due invoices are settled accordingly.
4. In the event of late payment, we are entitled to charge interest in the amount of the borrowing costs to be paid by ourselves. The assertion of further damage caused by delay remains denied.
5. If we have granted a term of payment, we shall be entitled to demand payment without undue delay if the terms of payment are not adhered to or if we become aware of circumstances which, according to our professional and commercial knowledge, are likely to reduce the creditworthiness of the customer. Alternatively, we are also entitled, without prejudice to further legal rights, to make outstanding deliveries only against advance payment and / or to demand appropriate securities.
VII. Deadline for deliveries or services
1. With regard to the period for deliveries or services, the mutual written declarations shall prevail. Art. I., 1, sentence 2 applies accordingly. Compliance with the deadline presupposes the timely receipt of all documents to be supplied by the purchaser, necessary approvals, approvals, timely clarification and approval of the plans, compliance with the agreed terms of payment and other obligations.
If these conditions are not met in time, the deadline will be extended accordingly.
2. The deadline is considered to be met:
a. in the case of delivery without installation or assembly, if the ready-to-ship consignment has been dispatched or picked up within the agreed delivery or performance period. If the delivery is delayed for reasons for which the purchaser is responsible, the deadline shall be deemed to have been complied with upon notification of readiness for shipment within the agreed period;
b. on delivery with installation or assembly, as soon as this is done within the agreed period.
3. If the failure to meet the deadline for deliveries or services is demonstrably due to mobilization, war, riot, strike, lockout or the occurrence of unforeseen obstacles, the time limit shall be reasonably extended.
If the deadline is not met for reasons other than those mentioned in clause 3, para. 1, the purchaser can claim compensation for every completed week of delay of 1/2% of the time if he makes credible that he has suffered damage as a result of the delay. up to the amount of 5% in total ask for the value of that part of the supplies or services that could not be put into proper operation due to the non-timely completion of individual related items. The orderer may demand the payment of the compensation for delay even if the circumstances named in section 3 (1) occur only after the debtor has exceeded the originally agreed deadline.
Compensation claims of the purchaser exceeding the limit of 5% in the amount specified in subsection (2). In all cases, late delivery, even after expiry of a grace period set for the supplier, is excluded. This does not apply insofar as liability is mandatory in cases of intent or gross negligence.
The right of the customer to withdraw after fruitless expiry of a grace period granted to the supplier remains unaffected.
4. If the dispatch or the delivery is delayed at the request of the customer, storage fees amounting to 1/2 per cent. Can be charged starting one month after notification of readiness for dispatch. of the invoiced amount for each commenced month to the purchaser; the storage fee is reduced to 5 per cent. limited, unless higher costs are proven.
5. A liability for the observance of the confirmed delivery date is excluded if a pre-supplier despite all reasonable and customary precautions to ensure timely delivery but in default. The delivery period is extended appropriately in such a case.
VIII. Passing of the risk
The risk passes to the customer, even if carriage paid delivery has been agreed:
a. In the case of delivery without installation or assembly, when the ready-to-ship consignment has been sent for shipment or has been picked up. The packaging is done with the utmost care. Shipping is at the supplier's best discretion. At the request and expense of the customer, the shipment is insured by the supplier against breakage, transport and fire damage.
b. On delivery with installation or assembly on the day of takeover in own operation; as far as a trial operation is agreed, after perfect trial operation. It is assumed that the trial operation or takeover in your own company immediately follows the operational preparation or assembly. If the purchaser does not accept the offer of a trial operation or takeover in own operation, the risk for the time of the delay shall pass to the purchaser after expiry of 14 days after this offer.
c. If the dispatch, the delivery or the beginning or the implementation of the installation or assembly is delayed at the request of the customer or for reasons for which he is responsible, the risk for the time of the delay shall pass to the customer; however, the supplier is obliged to effect the insurance requested by him at the customer's request and expense.
IX. Installation and assembly
--- A ---
Unless otherwise agreed in writing, the following provisions apply to all types of installation and assembly:
a. The customer has to take over at his expense and to provide in time:
1. Auxiliary teams such as henchmen and, if necessary, masons, carpenters, locksmiths, crane operators, other skilled workers with the tools required by them in the required number,
2. all earthwork, ballast, construction, caulking, scaffolding, plastering, painting and other external work, including the required building materials.
3. the commodities and supplies required for assembly and commissioning, such as woodworking equipment, wedges, pads, cement, cleaning and sealing agents, lubricants, fuels, etc .; scaffolding, hoists and other equipment.
4. Operating power and water including the required connections to the point of use, heating and general lighting,
5. at the installation site for the storage of machine parts, equipment, materials, tools, etc. sufficiently large, suitable, dry and lockable rooms and adequate for the installation personnel working and recreation rooms, including the circumstances of adequate sanitary facilities; furthermore, in order to protect the possession of the contractor and the assembly personnel at the construction site, the customer must take the measures which he would take to protect his own property;
6. Protective clothing and protective devices which are required by the circumstances of the installation site and are not customary for the contractor.
b. Before the start of assembly work, the customer must provide the necessary information on the position of concealed power, gas, water pipes or similar equipment as well as the required static information without being asked.
c. Before commencement of installation or assembly, the parts required to commence the work must be in place and all masonry, carpentry and other preparatory work must be well advanced prior to commencement of erection so that installation or assembly takes place immediately after the erection of the erector or the installation staff can be started and carried out without interruption. In particular, the approach paths and the erection or assembly station leveled and cleared the floor, tied the foundation masonry and dry, the foundations and backfilled, when installed indoor wall and ceiling plaster completely finished, including doors and windows.
d. If the erection, installation or commissioning is delayed due to circumstances, in particular on the construction site without the fault of the supplier (default of creditors), the customer shall bear the costs of waiting time and further travel of the erectors or installation personnel to an appropriate extent
e. The orderer is to be certified weekly by the orderer to the installers or assembly personnel to the best of his knowledge. The purchaser is also obliged to hand over to the erectors or installation personnel a written certificate of completion of installation or assembly without delay.
f. The supplier is not liable for the work of its erectors or its installation personnel and other vicarious agents, as far as the work is not related to the delivery and installation or assembly, or as far as the same are arranged by the purchaser.
--- B ---
If the supplier has taken over the installation or assembly against individual calculation, the following apply in addition to the provisions under A.:
1. The Purchaser shall remunerate the Supplier for the agreed rates for working hours and surcharges for multi-day, night, Sunday and public holidays, for work under difficult circumstances as well as for planning and supervision.
Preparation, travel, transit times and feedback are considered working hours.
2. Furthermore, the following costs will be remunerated separately:
a. Travel expenses, costs for transporting the hand tools and personal luggage
b. the trigger for the working hours as well as for rest and holidays
1. Delivered items are to be accepted by the purchaser, even if they have insignificant circumstances.
2. Partial deliveries are not permitted.
XI. Warranty and liability for defects
Basically, a claim to warranty exists only after complete settlement of the invoice amount. For defects, which include the absence of warranted characteristics, the supplier is liable as follows:
1. Defects which are displayed to us in the goods supplied by us within the warranty period, we improve our choice or deliver replacement goods, which we are entitled to after unsuccessful rectification. The detection of such defects must be reported to the supplier immediately in writing.
2. Defective goods, parts, devices or machines are to be sent free of charge in any case. The return transport is also charged to the sender.
3. The customer has to comply with his contractual obligations, in particular the agreed terms of payment. If a notice of defect is asserted, payments of the orderer may be withheld to an extent that is in reasonable proportion to the defects that have occurred. However, if the contract is part of the operation of his trading business, the purchaser may withhold payments only if a notice of defect is asserted whose justification there can be no doubt.
4. In order to remedy the defect, the Purchaser shall grant the Supplier the time and opportunity required in its reasonable discretion. If he refuses to do so, the supplier is released from liability for defects.
5. The right of the purchaser to assert claims for defects expires in all cases from the time of the complaint to 12 months. If no agreement is reached within this period, the supplier and the purchaser can agree on an extension of this limitation period
6. Liability for defects shall not apply to natural wear and tear, nor to damage occurring after the transfer of risk as a result of improper or improper use by the customer, non-observance of our operating instructions, incorrect or negligent treatment, excessive use, unsuitable equipment, and such chemical, electrochemical or chemical damage electrical influences arise that are not required by the contract. Cavitation damage to diving oscillators, vibration diaphragms and oscillating tanks are generally excluded from the warranty.
7. Liability for the resulting consequences is abolished by, for example, changes made by the purchaser or third parties and repair work carried out improperly.
8. The warranty period is 12 months for merchants.
9. The warranty period is 3 months for rework, 6 months for replacement or replacement. It runs at least until the expiration of the original warranty period for the delivery item. The period of liability for defects shall be extended by the duration of the business interruption that occurs as a result of subsequent improvements, substitute deliveries or replacement services being required for those parts which can not be operated expediently due to the interruption.
10. Further claims of the Purchaser against the Supplier and its vicarious agents are excluded, in particular a claim for compensation for damages that have not arisen on the delivery item itself. This does not apply insofar as liability is mandatory in cases of intent, gross negligence or the lack of warranted characteristics.
11. The numbers 1 - 11 shall apply mutatis mutandis to such claims of the purchaser to repair, replacement or compensation for damages, which have arisen due to suggestions or consultations within the scope of the contract or due to breach of secondary contractual obligations.
All information provided in printed form requires express written confirmation in order to be legally binding within the meaning of Paragraphs 463 and 480 II BGB.
XII. Liability for damages
1. In case of injury to life, limb or health based on a negligent breach of duty by the seller or a willful or negligent breach of duty of his representative or vicarious agent, the seller shall be liable in accordance with the statutory provisions.
2. The following applies to other damages:
2.1. For damages that are based on a grossly negligent breach of duty by the seller or a willful or grossly negligent breach of duty of his legal representative or vicarious agent, the seller is liable according to the statutory provisions.
2.2. For damages based on a breach of essential contractual obligations as a result of slight negligence on the part of the seller, his legal representatives or vicarious agents, the liability of the seller for the foreseeable damage typical for the contract is limited to a maximum of twice the value of the delivery item.
2.3. Claims for damages for other damages in the case of breach of ancillary obligations or non-essential duties in case of slight negligence are excluded.
2.4. Claims for damages due to default based on simple negligence are excluded; the legal rights of the buyer after the expiration of a reasonable period of grace remain unaffected.
3. The disclaimers or limitations do not apply if the seller has fraudulently concealed a defect or provided a guarantee for the condition of the item.
4. The claim of the purchaser for the reimbursement of futile expenses instead of the compensation instead of the performance remains unaffected.
XIII. Impossibility, contract adjustment
1. If the delivery or service incumbent upon the supplier or orderer becomes impossible, the general legal principles shall apply with the following proviso:
If the impossibility is attributable to the fault of the supplier, the purchaser is entitled to demand compensation. However, the claim for damages of the customer is limited to 10 per cent. the value of that part of the delivery or service which, because of the impossibility, can not be put to good use. Claims for damages of the purchaser exceeding the said limit of 10% go out, are excluded. This does not apply insofar as liability is mandatory in cases of intent or gross negligence. The right of the customer to withdraw from the contract remains unaffected.
2. If unforeseen events within the meaning of V, Section 3, Subsection 1 significantly change the economic meaning or the content of the delivery or service or have a significant effect on the supplier's business, the contract shall be reasonably adjusted as far as good faith is concerned equivalent. Insofar as this is not economically justifiable, the supplier has the right to withdraw from the contract. If he wants to make use of this right of withdrawal, he must notify the purchaser immediately after the realization of the consequences of the event, even if an extension of the delivery time was initially agreed with the purchaser.
1. For all current and future claims arising from the business relationship with merchants, including bills of exchange and check claims, the exclusive place of jurisdiction is the registered office of the contractor or the seller.
2. Jurisdiction is Pforzheim.
3. The law of the Federal Republic of Germany applies exclusively.
XV. Binding nature of the contract
The contract remains binding even in the case of legal invalidity of individual points in its remaining parts. This does not apply if the adherence to the contract would constitute an unreasonable hardship for a party.
XVI. disposal responsibility
1. The customer assumes the obligation to the delivered goods termination of use at its own expense according to the statutory properly dispose of regulations.
2. The customer imposes the supplier on the obligations § 10 Abs. 2 ElektroG (take-back obligation of the manufacturer) and related claims of third parties as of 12/2009.
Sonotop Ultrasonics GmbH
Auf der Hub 30, D-76307 Karlsbad-Ittersbach
Phone: + 49-7248 / 450382
Fax: + 49-7248 / 450384