General delivery, performance and payment conditions of the
Company Becker electronics GmbH, 79112 Freiburg-Opfingen, Germany
1. General Conditions
Our contracts are based exclusively on the following conditions, so long as written deviations are not confirmed by our company. Other terms and conditions are not valid, if we have not confirmed them and carried out a contract.
2. Contract Finalization
Our offers are non-binding. Orders are only binding, when there is a confirmation, delivery of the goods, or the execution of the services. Verbal agreements are only valid if they are confirmed in writing.
Repairs will be carried out on a predetermined base estimate. An estimate will be billed at a flat rate of 120.00 € plus VAT (value added tax). If an order is submitted after an estimate, the additional amount will be added to the final invoice.
If there is no repair order submitted within four weeks of the date on the estimate, we are entitled to return the device to the customer or dispose of the device.
Our prices are ex-works at the Freiburg-Opfingen factory, excluding packaging and transport costs. The applicable VAT is also added.
The prices on the day of delivery or service are always valid, unless a fixed price agreement has been confirmed by us in writing.
Payments made to our accounts within the first 10 days after the date of the invoice receive a 2% discount; within the first 30 days, there is no discount. Payments not made within the set payment period will be subject to additional late interest fees at the rate of 9 percentage points above the base rate.
In the event of default in payment or justified doubts in the solvency or the creditworthiness of the customer, we reserve the right, irrespective of our other rights, to demand collateral or prepayments for outstanding deliveries and services or advanced payment or payment upon delivery for future deliveries and services, and to require all claims arising from the business relationship immediately due. Only uncontested and legally established claims entitle the customer the right of offsetting or retention.
The customer may not assign claims against us.
6. Delivery and service time
Delivery and service periods are only binding for us if they are explicitly agreed to in writing. Other time specifications and periods are non-binding and can be exceeded by a grace period of approximately 4 weeks.
The point at which the delivery leaves our establishment is the date pertinent for keeping with the agreed terms of delivery.
The delivery and service periods will be adequately extended in cases of labor struggles, in particular strikes and lockouts, also in cases outside of the control of the suppliers, so long as it can be proven to have a significant influence on the production or the delivery of the item. This also applies to events that may affect subcontractors.
If the agreed upon deadlines and the non-binding deadlines are exceeded by the aforementioned time period (approximately 4 weeks), then the customer may set an extension of at least three weeks and rescind the contract if this additional time expires without result. For damage claims, see section 10.
7. Transfer of risk
The risk is transferred to the customer no later than the time the purchased items are shipped, even if partial deliveries are made or the supplier has assumed other services.
If the delivery is delayed, as a result of circumstances for which the customer is responsible, the risk is transferred to the customer on the date of dispatch.
8. Proprietary reservation
Until there is a full payment of our claims arising from the business relationship with the client, the goods sold shall remain our property.
In the event of processing, mixing, or combination of the delivered goods, the retention of title also applies to the new goods and we shall be considered as their manufacturer. If a third party is included in the processing, mixing, or combination of the goods and the property rights of this party persist, then we acquire co-ownership in the ratio of the invoice values of the processed goods.
The purchaser is entitled to dispose of the delivered goods, so long as the purchaser has not defaulted on any payments to us.
The pawning or chattel mortgage of the reserved goods, before payments are finalized, is expressly forbidden.
As security, the client assigns to us here and now, as a whole or in a sum equal to any co-ownership share which we acquire, the claims against third parties ensuing from reselling. The buyer has the right to rescind this up to cancellation or completion of payment of the claims.
The customer shall be informed immediately of any access by third parties to the goods and claims belonging to us by registered letter.
In the case of a breach of contract by the customer, in particular in the event of a delay in payment, we are entitled to withdraw the reserved goods at the expense of the customer. For this purpose, the customer hereby assigns us his claims for payment against third parties.
Exercising the reservation of the title shall not mean a withdrawal from the contract.
If the value of our existing securities exceeds our claims against the customer in total by more than 10%, we shall release, at request of the buyer, the securities of the customer at our discretion.
The warranty period for all sold, new equipment and systems, as well as provided services, is subject to the statutory regulation, unless otherwise agreed in writing.
It does not extend to consumable materials, e.g. temperature measuring strips, printer paper or wear parts (batteries, accumulators, printing units, electronic measuring cells) as well as the wear of the measuring sensor by the contact with the medium to be measured.
In the event of justified complaints, we shall, at our discretion, remedy the deficiencies or supply replacement goods. If the repair failed or replacement goods were defective, the buyer may then reduce the purchase price. Should the defect not be insignificant, the customer may also withdraw from the contract and/or demand compensation under the following paragraph 10.
The buyer shall give us the opportunity to remedy the defect complained of; as long as the buyer refuses to do so, we are exempted from the warranty obligation.
If the customer has not complied with the instructions for use of the goods and/or has intervened, modified or repaired the goods, the customer is obliged to prove that the defect is not based on this.
The buyer shall comply with the contractual obligations, in particular, the agreed payment terms. However, if the contract concerns the operation of trade, the customer can only withhold payments if a complaint is justified beyond doubt.
10. Compensation for damages
We accept liability in accordance with the legal requirements of the governing law, insofar the customer asserts a claim on compensation which are based on intention or gross negligence by our statutory representatives or by agents employed in the performance of our obligations, as well as in cases where we culpably breach a material term of the contract. Provided that we are not charged with any intentional contractual infringement, the liability for damages shall be confinedto the foreseeable, typically occurring damage.
If the customer has the right to claim damages instead of the service, due to negligent breach of duty, our liability is restricted to foreseeable and typically occurring damage.
Liability for culpable injury to life, body or health shall remain unaffected; this also applies to mandatory liability under the Product Liability Act. Any other form of liability not specified above is excluded. This particularly applies to damage claims for liabilities resulting from contract closure, damages because of other breach of duties, or damages because of tortious claims for compensation for damages according to § 823 BGB. The limitation shall also apply insofar as the customer demands compensation for futile expenditures as performance instead of a claim of compensation for damages.
To the extent that liability for damages is excluded or restricted, this also applies to the personal liability for damages of our office employees, factory workforce, staff members, legal representatives and agents.
11. Supplementary Conditions
In addition, the general terms and conditions of delivery and service of products and services of the electrical industry, as recommended by the ZVEI (German association for electrotechnical and electronic industry), shall apply, as long as they do not conflict with the above regulations. A copy of these general conditions of delivery and service can be requested at any time.
Insofar as the customer is a business person, our place of business shall be the place of jurisdiction; however, we shall be entitled to sue the customer in his local court as well.
The law of the Federal Republic of Germany shall apply unless otherwise stated in the order confirmation, our registered office shall be the place of performance.
79112 Freiburg - as of May 2017