General Terms and Conditions of Business (GTC)

The following Terms and Conditions of Business apply to all agreements with VOTRONIC Elektronik-Systems GmbH (the Seller). They apply solely and without restriction. No diver-gent or additional conditions of the Client shall form part of an agreement at any time, even where we raise no express objection or make a delivery.

Any divergences from or additions to these Conditions must be expressly agreed by the Seller in writing or separately specified in the offer. By placing its first order the Client accepts these GTCs. They apply to all future transactions as well, and only to businesses as defined in section 14 of the German Civil Code (BGB).

In the event of General Terms and Conditions of Business, which are mutually exclusive, those aspects which are in conflict shall be replaced by the statutory provisions.

The prices in force of the day of delivery will be charged. All prices shown in the Seller’s price lists are generally valid for one year. Prices apply to the scope of services and supplies set out in the order confirmations. Any additional or special services will be charged separately. Prices are shown in EUR ex-works plus packaging and VAT; duty, fees and other offi-cial levies are included for exports.

The minimum order value is EUR 150 (excluding VAT and ancillary costs); this does not apply to deliveries of replace-ment parts or samples. Orders where the value of the goods is less than EUR 150 are subject to a minimum quantity sur-charge of EUR 15.

Any discounts agreed only apply where the net value of the goods exceeds EUR 150. Freights and surcharges cannot be discounted.

In the event of unexpected changes in the cost of raw mate-rials, wages, energy or other items, the Seller shall be enti-tled to insist on negotiations concerning a price adjustment or withdraw from the agreement.

Prices can only be set on the basis of an offer received in advance if the Client explicitly states this in the order. No subsequent corrections are possible. The same applies to orders received by the Seller after the offer period has expired.

Unless agreed otherwise in writing, amounts owed must be paid within eight days of the date on the invoice without deduction. Payment is deemed to have been made when received by the Seller. Payment by cheque or bill of ex-change is not permitted.

If the Client fails to make payment when due, amounts out-standing shall accrue interest at 5% per annum from the due date; this shall be without prejudice to the right to claim a higher rate of interest and additional compensation in the event of arrears.

Offsetting against counter-claims of the Client or retention of payments due to such claims is only permitted where the counter-claims are undisputed or have been finally deter-mined in law or relate to the same order under which the delivery in question was made.

If, after entering into the agreement, the Seller becomes aware of circumstances likely to materially impair the Cli-ent’s credit rating and that place payment of the Seller’s outstanding claims against the Client under the contractual relationship at risk (including those from other individual orders covered by the same framework agreement), the Seller shall be entitled to execute or provide any deliveries or services still outstanding only against payment in advance or on provision of collateral.

Unless stated otherwise, the place of performance for all obligations under the contractual relationship is Lauterbach.

Delivery is generally ex-works plus flat-rate packaging and shipping costs incurred per order, which are shown sepa-rately on the invoice. Express deliveries will only be ar-ranged on request and will be charged to the Client. Deliv-ery is free to the Client’s address in Germany where the net value of the goods exceeds EUR 2,500, or EU 5,000 world-wide.

The type of shipment and packaging is at the discretion of the Seller.

Deliveries are generally made to the invoice address of the Client or to a different but standard delivery or warehouse address. Drop shipping is not possible.

Any deadline and dates offered by the Seller for deliveries and services are only approximate unless a firm deadline or date has been expressly promised or agreed. Where ship-ment has been agreed, delivery deadlines and dates refer to the time of handover to the carrier, freight forwarder or other third party engaged to perform the transport.

Risks and rewards pass to the Client no later than upon handover of the goods for delivery to the carrier, freight forwarder or other third party engaged; the start of loading is what counts for this purpose. This applies even in the case of partial deliveries or when the Seller has committed to other services (e.g. shipping).

In the event of delays in shipping or handover as a result of circumstances caused by the Client, risks and rewards shall pass to the Client on the day the goods are ready for ship-ment and the Seller has notified the Client to this effect.

Storage costs after the transfer of risks and rewards must be borne by the Client. Where the Seller has to provide stor-age, this will be charged at 0.25% of the invoice amount of the goods to be stored per full week. The Seller reserves the right to claim and substantiate additional or lower storage costs.

Where acceptance must take place, items purchased shall be deemed accepted when:

  1. delivery has been completed;
  2. the Seller has notified the Client to this effect with refer-ence to implied acceptance in accordance with section 5 hereof and requested acceptance;
  3. ten business days have passed since delivery, or the Client has started to use the goods purchased (e.g. equipment delivered is in operation) and five business days have passed since delivery or installation; and
  4. the Client has failed to accept within this period for any reason other than a defect notified to the Seller which materially impairs use of the goods or makes this impos-sible.

The Seller shall not be liable for deliveries being delayed or impossible where this is due to force majeure or other events that could not have been foreseen at the time of entering into the agreement (e.g. interruptions of any sort to operations, difficulties in procuring materials or energy, transport delays, strikes, lawful lock-outs, shortage of labour, energy or raw materials, difficulties in obtaining essential official permits, official measures or failure by suppliers to deliver correctly, on time or at all. Where such events make it materially difficult or impossible for the Seller to provide the goods or service and the impediment is more than tem-porary, the Seller shall be entitled to withdraw from the agreement.

Where the difficulties are temporary, the deadlines or dates for providing the goods or service shall be extended by the length of the impediment plus an appropriate start-up peri-od. If it is unreasonable for the Client to accept the goods or service as a result of the delay, they may withdraw from the agreement by notifying the Seller in writing immediately.

Regardless of its rights arising from delay on the part of the Client, the Seller may insist that the Client extend the dead-line or dates for providing goods or services by the period for which the Client failed to meet its contractual obligations to the Seller.

The Seller is entitled to partial deliveries when:

  1. the partial delivery is usable by the Client for the con-tractual intended use;
  2. delivery of the remaining goods orders is assured; and
  3. the Client incurs no major additional effort or expense as a result (unless the Seller states that it is willing to bear such costs).

If the Seller falls behind schedule with goods or services or these cannot be provided for any reason, its liability shall be limited to compensation in accordance with section 8 here-of.

Goods delivered remain the property of the Seller until full payment has been made. Any receivables owed to the Client from onward sale are automatically assigned to the Seller. This applies even when the item sold is further processed before onward sale. In the event the goods are further pro-cessed or combined with other material, the Seller acquires co-ownership of the resultant product in the proportion of the value of its goods to that of the other material.

The warranty period is 36 months from delivery or from acceptance when this is necessary. This period does not apply to compensation claims of the Client arising from inju-ry to life, limb or health or for wilful or grossly negligent breach of duties on the part of the Seller or its vicarious agents, which shall lapse in accordance with the respective statutory provisions. Claims may only be made if the equip-ment has been used properly and as specified and the in-structions for installation and use have been observed, in-cluding retaining the readings contained in the technical data.

Items delivered must be inspected carefully immediately after delivery to the Client or designated third party. In re-spect of obvious defects or other defects that would have been identifiable in an immediate careful inspection, items shall be deemed approved by the Client unless the Seller receives a written notification of defect within five business days of delivery. In respect of other defects, items delivered shall be deemed approved by the Client unless notification of defect is received by the Seller within five business days of the time at which the defect became apparent; if the defect would have been apparent earlier in normal use, such earlier time shall be the start of the deadline for sub-mitting complaints.

Goods delivered which have been rejected must be re-turned to the Seller carriage paid on request. If a notification of defect proves justified, the Seller will credit the costs of the cheapest method of shipment; this does not apply if the costs are higher because the goods delivered are located at a place other than their place of proper use.

In the event of material defects in the items delivered, the Seller is first obliged and entitled to repair the goods or replace them at its discretion, with such choice to be made within a reasonable period. If this is not successful, i.e. it is impossible or unreasonable to repair or replace the goods, the Seller refuses to do so or the delay is unacceptable, the Client may withdraw from the agreement or reduce the purchase price accordingly.

The warranty is void if the device is used for unintended purposes, if it is operated outside the technical specifica-tions or in case of improper use or water damage. The war-ranty does not apply if the Client modifies the goods or has them modified by a third party without the consent of the Seller and as a result remedying the defect is made impossi-ble or unreasonably difficult. The Client must in all cases bear any additional costs for remedying the defect that are incurred as a result of modification.

In the event of defects in components from other manufac-turers, which the seller is unable to remedy for licensing or practical reasons, the Seller will at its discretion enforce its warranty claims on the manufacturer on behalf of the Client or assign these to the Client. In the event of such defects, warranty claims against the Seller apply subject to the other requirements hereof and in accordance with the provisions herein only in cases where judicial enforcement of the above claims against the manufacturer and supplier has been unsuccessful or is hopeless, e.g. due to insolvency. The limitation period of the relevant warranty claims of the Cli-ent against the Seller shall be suspended for the duration of the legal proceedings.

There is no warranty for material defects in the event of any supply of second-hand goods exceptionally agreed with the Client. Where a defect is the fault of the Seller, the Client may demand compensation subject to the conditions in section 8.

Returned goods can only be accepted by the Seller if these are delivered free of charge to the Seller’s address.

Deliveries not made free of charge will be refused, as will deliveries outside the euro zone with missing or incorrect accompanying documents and deliveries obviously damaged in transit. This applies regardless of whether the case in-volves a warranty claim, a chargeable repair or a return for other reasons.

Any deviations from this must be expressly agreed/confirmed by the Seller in writing

Goods delivered may only be returned in justified individual cases with prior consent in writing. The costs of return, in-spection and re-storage must be borne by the Client. Any resultant credit is only intended for offset. Amounts credit-ed will not be paid out.

Servicing (repairs) must only be performed by the Seller.

The Seller is liable for service work performed for 12 months from the date of the delivery certificate. The war-ranty is limited in such cases to the scope of service per-formed. This is without prejudice to the time limits specified in section 5.

Service work or modifications to goods delivered performed by the Client or third parties not authorised by the Seller shall exclude all liability for material defects.

In the event of malfunction caused by manufacture, the Seller will repair the device free of charge in accordance with the warranty in section 5 and return it free of shipping costs. In all other cases the Client will receive a detailed cost estimate.

If no response to a cost estimate is received within 30 days, the device will automatically be returned to the Client’s address at the Client's risk

Devices older than five years from date of manufacture that prove upon inspection to be free of defects will be subject to a flat-rate service charge invoiced in arrears.

The Seller warrants in accordance with this section 7 that the goods delivered are free from any third-party intellectu-al property rights or copyright. Each party must inform the other immediately in writing if it receives claims for breach of such rights.

In the event that the goods delivered breach a third-party intellectual property right or copyright, the Seller will at its discretion and cost either modify or exchange these in such a way that third-party rights are no longer breached but the goods continue to perform the contractually agreed func-tions, or obtain the right of use for the Client by entering into a licensing agreement with the third party. If the Seller fails to do this within a reasonable period the Client may withdraw from the agreement or reduce the purchase price accordingly.

Any compensation claims of the Client are subject to the restrictions in section 8 hereof.

In the event of breaches of rights by products of other man-ufacturers supplied by the Seller, the Seller will at its discre-tion enforce its claims on the manufacturer and sub-supplier on behalf of the Client or assign these to the Client. Claims against the Seller in such cases in accordance with this sec-tion 7 shall apply only in cases where judicial enforcement of the above claims against the manufacturer and sub-supplier has been unsuccessful or is hopeless, e.g. due to insolvency.

The Seller's liability for compensation on any grounds, espe-cially impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contractual ne-gotiations and tort, is limited to cases involving fault in ac-cordance with this section 8.

The Seller is not liable in the event of simple negligence on the part of its officers and governing bodies, legal repre-sentatives, employees or other vicarious agents unless the case involves a breach of material contractual obligations. The following are deemed material to the contract: the obli-gation to deliver and install the goods on time, freedom of the goods from defects of title or material defects having a more than negligible impact on the functionality and fitness for use and the obligation to provide advice, protection and care allowing the Client to use the goods for the contractual purpose or intended to protect the life and limb of Client’s employees or protect its property from major loss or dam-age.

Where the Seller is liable for compensation under section 8, this shall be limited to loss or damage the Seller foresaw when entering into the agreement as a potential conse-quence of breach of contract, or should have foreseen ap-plying customary diligence. Furthermore, indirect loss or damage and consequential loss or damage arising from de-fects in goods only qualify for compensation if such loss or damage can typically be expected when using the goods properly.

In the event of liability for simple negligence, the liability of the Seller to provide compensation for material loss or dam-age and any further resultant financial loss or damage is limited to EUR 5 million per incident, even where this in-volves a material breach of contractual obligations.

The above liability waivers and restrictions apply equally to the officers and executive bodies, employees and other vicarious agents of the Seller. Where the Seller gives tech-nical information or provides advice and this information or advice does not form part of the scope of services contrac-tually agreed and owed, this is done free of charge and all liability is excluded.

The limitations in this section 8 do not apply to liability on the part of the Seller for wilful conduct, guaranteed charac-teristics, injury to life, limb or health or under the German Product Liability Act.

The Client undertakes to notify the Seller in writing before entering into the agreement if the goods delivered are to be delivered to the USA or Canada. If the goods are exported to one of the above countries without the express consent of the Seller in writing, this shall be deemed to have been done without the knowledge of the seller for the purposes of product liability.

If the Client is a business, a legal entity under public-sector law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes between the Seller and the Client arising from the business relationship shall be Giessen or the registered office of the Client, at the discre-tion of the Seller. For claims against the Seller in such cases, however, the sole place of jurisdiction is Giessen. This provi-sion is without prejudice to mandatory statutory provisions on sole places of jurisdiction.

Relations between the Seller and the Client shall be subject solely to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

Where the agreement or these General Terms and Condi-tions of Business contain(s) omissions, these shall be deemed filled by the legally valid stipulations the contractual partners would have agreed in accordance with the eco-nomic purpose of the agreement and the objective of these General Terms and Conditions of Business if they had been aware of the omission.

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