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Terms of Sale and Delivery

(Based on recommendation of AMA Fachverband für Sensorik e.V.)
Revision: 23 January 2024


1. Scope

  1. Unless expressly agreed otherwise, the following terms and conditions of delivery (“terms”) shall apply to business transactions with companies. In the context of an ongoing business relationship, the terms shall also apply without express individual reference by the user (“supplier”).
  2. Precious metal sales, repairs and installations are subject to separate terms and conditions.
  3. The supplier hereby expressly objects to all terms and conditions of the contractual partner (“purchaser”).

2. Offers, Documents and Industrial Property Rights

  1. Unless expressly designated as binding, the supplier's offers contained in sales documents, catalogs or on the internet are always subject to change and are only to be understood as an invitation to submit an offer.
  2. Unless expressly declared binding in the supplier's offer documents, the approximate values customary in the industry shall apply to all technical data, material specifications etc.. If the supplier makes changes to the production method or product which have no influence on compliance with the approximate values customary in the industry, the supplier shall only inform the purchaser if a quality guarantee is affected.
  3. All documents made available to the purchaser by the supplier shall remain the property of the supplier; they may not be made accessible to third parties without the prior written consent of the supplier and, if the order is not placed with the supplier, must be returned to the supplier immediately upon request in full, including any copies made.
  4. Product information contained in catalogs, brochures and other written documents or on the internet must be checked by the purchaser for suitability for the planned application before acceptance and use. This also applies to the selection of suitable materials. The purchaser must inform him/herself about the possible uses of the product.
  5. The supplier is not obliged to check the correctness and/or legal conformity (in particular infringements of industrial property rights) of the purchaser's requirements and/or specifications; this is the sole responsibility of the purchaser.
  6. The purchaser shall indemnify the supplier against any claims of third parties arising from infringements of industrial property rights resulting from the fact that the purchaser or a party commissioned by the purchaser processes the supplier's products, drawings or samples or uses them in a manner that infringes industrial property rights. If such further processing or use of the products, drawings or samples leads to a legal dispute due to alleged or actual infringements of property rights, the purchaser shall reimburse the supplier for all expenses incurred by the supplier as a result of the legal dispute.
  7. Assurances of or collateral agreements with employees of the supplier shall always require the written confirmation of the supplier to be effective if they go beyond the written contract. Sentence 1 shall not apply to verbal agreements and assurances made by the supplier or a person authorized to represent the supplier or made by persons who are deemed to be authorized representatives, for example in accordance with § 56 HGB (German Commercial Code) or by way of acquiescence or prima facie power of attorney.
  8. Sample copies of a product requested by the purchaser shall be remunerated appropriately.
  9. If the scope of delivery of a product includes software, the purchaser shall be granted a non-exclusive right to use the software supplied, including its documentation. The purchaser is entitled to transfer the license to third parties. He may not grant sublicenses. Duplication of the software is prohibited unless it is a backup copy.
  10. All other rights to the software and the documentation, including the backup copy, shall remain with the supplier or the software supplier. The right to resell is not restricted..

3. Orders

Orders shall be deemed accepted if the supplier has confirmed them in writing or has executed them immediately after receipt of the order. Orders shall not be deemed accepted until they have been confirmed in writing by the supplier. The text of the order confirmation shall be decisive for the content of the contract thus concluded and the type and content of the order. The purchaser is obliged to check all parts of the order confirmation and to notify any discrepancies in writing without delay.

4. Delivery Time and Scope

  1. Delivery times begin with the conclusion of the contract and end with dispatch or notification of readiness for dispatch. In the case of annual or call-off orders which provide for a specific quantity, each call-off shall be executed with a delivery time of 4 weeks, unless a different delivery time has been expressly agreed. Compliance with the delivery time also presupposes compliance with the purchaser's obligations, in particular any payment obligations.
  2. Any changes requested by the purchaser shall cause the delivery period to recommence on the date of the supplier's amended order confirmation.
  3. Delivery times shall be extended appropriately in the event of force majeure and similar events for which the supplier is not responsible or which could not have been foreseen, such as refusal of official approvals, operational disruptions, labor disputes, disruption of transport routes, delays in self-supply of vendor parts through no fault of the supplier, etc., insofar as such obstacles can be proven to have a significant influence on the delivery. The supplier shall not assume any liability in such cases. Sentence 1 shall not apply if the supplier is already in default with the delivery of the product. In cases of non-compliance with the delivery contract or delayed delivery, even after expiry of a deadline set for the supplier, the supplier shall only be liable in cases of intent, gross negligence or breach of material contractual obligations.
  4. Changes to the burden of proof to the detriment of the purchaser are not associated with these provisions.
  5. The purchaser's right to withdraw from the contract after the fruitless expiry of a reasonable deadline set for the supplier shall remain unaffected.
  6. Partial deliveries are permissible insofar as they are reasonable for the purchaser.
  7. Annual or call-off orders which provide for a specific quantity shall oblige the purchaser to accept the total quantity within the agreed period; if no period has been agreed, the agreed quantity shall be called off within one year of conclusion of the contract.

5. Place of Delivery, Transfer of Risk

  1. Delivery without installation or assembly of the product shall be made from the supplier's production site or warehouse at the expense and risk of the purchaser. The mode of shipment shall be chosen by the supplier at its reasonable discretion, unless the purchaser specifies otherwise. At the request and expense of the purchaser, the supplier shall insure the consignment against breakage, transportation and fire damage.
  2. In the case of delivery without installation or assembly, the risk in respect of the product, even if carriage paid delivery has been agreed, shall pass to the purchaser when the product is handed over to the purchaser, the forwarding agent or carrier, but at the latest when it leaves the supplier's factory or warehouse.
  3. If delivery without installation or assembly is delayed at the request or through the fault of the purchaser, the product shall be stored at the purchaser's expense and risk. In this case, notification of readiness for delivery shall be equivalent to delivery. The risk shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance.
  4. In the case of delivery with installation or assembly of the product, the risk in respect of the product shall pass on the day of acceptance, but at the latest on the day on which the product is taken over by the purchaser. Acceptance shall be deemed to have taken place if the supplier grants the purchaser a reasonable period of time to accept the product.

6. Prices

  1. All prices are ex works plus freight/postage, packaging, insurance and the applicable statutory VAT. Costs for commissioning, assembly, adjustment or similar services shall be invoiced separately. Services shall be invoiced separately.
  2. The supplier is entitled to increase the price of the product if there are more than 4 weeks between the conclusion of the contract and the agreed delivery date and the production costs for the product have increased between the conclusion of the contract and delivery due to circumstances for which the supplier is not responsible, in particular due to an increase in the prices of supplied parts. If the supplier increases the price in this case, the price increase may not exceed the increase in production costs. Upon request, the supplier shall provide the purchaser with evidence of the increase in production costs.

7. Payment

  1. Unless otherwise agreed, the agreed price shall be payable within 30 days of the due date and receipt of the invoice or equivalent request for payment without deduction and free of charges in euros. The risk and costs of the payment transaction shall be borne by the purchaser. Checks or bills of exchange shall only be accepted with the express prior written consent of the supplier and only on account of performance.
  2. In the event of late payment, default interest in the amount of 8 percentage points above the base interest rate pursuant to § 247 BGB shall be charged.
  3. The purchaser shall only have the right to withhold or offset payments against undisputed or legally established claims.
  4. Costs for securities, letters of credit for foreign transactions or similar shall be borne by the purchaser.

8. Liability for Material Defects

  1. The purchaser shall inspect the products for defects immediately upon receipt. Obvious defects must be reported to the supplier in writing immediately after receipt, defects recognizable by initial inspection within 12 working days after receipt, hidden defects immediately after discovery.
  2. In the event of a defect reported in good time, the supplier shall remedy the defect within a timeframe appropriate to the technical complexity of the product - if necessary, several times; the purchaser shall grant the supplier the opportunity to do so. The supplier shall be entitled to decide on the type of subsequent performance (subsequent delivery of a defect-free product or rectification of defects), taking into account the interests of the purchaser.
  3. If the subsequent performance fails, the purchaser shall be entitled - without prejudice to any claims for damages - at his discretion to withdraw from the contract or to demand a reduction of the remuneration (reduction).
  4. All claims arising from liability for material defects shall lapse as soon as the product has been processed or installed for defects that were discovered by the purchaser before installation or processing or could have been discovered with reasonable effort. This shall not apply if the supplier, its executive employees or its vicarious agents are guilty of intent, gross negligence or injury to life, limb or health, if there is liability for breach of a material contractual obligation within the meaning of Clause 9.1 or if liability is mandatory under the Product Liability Act.
  5. The supplier shall not assume any warranty for a specific service life of the products, in particular under difficult and previously unknown operating conditions. Claims for premature malfunction of the delivered product are excluded if they are based on the difficult or previously unknown operating conditions.
  6. For products that have been manufactured according to drawings or specifications of the purchaser, the supplier shall only assume liability for material defects in accordance with the specifications. The mandatory liability under the Product Liability Act, for intent and gross negligence, injury to life, limb or health or for breach of a material contractual obligation shall remain unaffected.
  7. The liability for material defects does not apply to natural wear and tear, to damage caused after the transfer of risk as a result of incorrect or negligent handling, or by use not in accordance with the specifications or contract.
  8. Liability for material defects that do not or only insignificantly impair the value or usability is also excluded.
  9. Claims for material defects shall expire 12 months after commissioning, at the latest 15 months after the transfer of risk. Sentence 1 shall not apply if compensation for damages due to a material defect is claimed due to intentional or grossly negligent breach of duty by the supplier or a vicarious agent or due to injury to life, limb or health. Sentence 1 also does not apply if § 438 Para. 1 No. 2 or § 634a Para. 1 No. 2 BGB prescribe longer periods.
  10. Recourse claims in accordance with §§ 478, 479 BGB only exist if the claim by the consumer was justified and only to the extent permitted by law, but not for goodwill arrangements not agreed with the supplier. They also presuppose that the party entitled to recourse has complied with its own obligations, in particular the obligation to give notice of defects.

9. General Limitation of Liability

  1. The supplier shall be liable in accordance with the statutory provisions if the purchaser asserts claims for damages based on intent or gross negligence on the part of the supplier or its executive employees or vicarious agents. Furthermore, the supplier shall be liable in accordance with the statutory provisions for the fulfillment of material contractual obligations. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. If the supplier, its executive employees or its vicarious agents are not guilty of intent or gross negligence, the liability for damages shall be limited to the foreseeable damage typically occurring in contracts of this type.
  2. Liability for culpable injury to life, limb or health shall remain unaffected by Section 9.1. Liability under the Product Liability Act shall also remain unaffected by Section 9.1.
  3. Claims for damages, for whatever legal reason, which go beyond the claims for damages regulated in Clauses 9.1 to 9.2, are excluded. This shall also apply if the purchaser demands compensation for futile expenses instead of a claim for damages in lieu of performance.
  4. If the purchaser provides material for the manufacture of products ordered by him, this shall only be insured by the supplier against theft. Liability for the destruction, loss or deterioration of this material shall only exist in the event of intent or gross negligence on the part of the supplier.
  5. Advice given by the purchaser, in particular on the use of the delivery item, shall only be binding on the supplier if it has been given or confirmed in writing.
  6. The statutory provisions on the burden of proof shall remain unaffected.

10. Reservation of Ownership

  1. The delivered product (hereinafter: reserved product) shall remain the property of the supplier until full payment of all due claims which the supplier has or acquires in the future from a business relationship with the purchaser, including from contracts concluded at the same time or later.
  2. If the reserved product is processed by the customer into a new movable item, the processing shall be carried out for the supplier without the supplier being obligated as a result. The new item shall become the property of the supplier. If the reserved product is processed together with products not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the invoice value of the reserved product and the values of the other products at the time of processing as well as the processing value. If the reserved product is combined, mixed or blended with products not belonging to the supplier in accordance with §§ 947, 948 BGB, the supplier shall become co-owner of the new item.
    If the purchaser acquires sole ownership by combining, mixing or blending, it hereby assigns co-ownership to the supplier in proportion to the value of the reserved product to the other products at the time of combining, mixing or blending. The new product owned or co-owned by the supplier shall be deemed a reserved product within the meaning of these terms and conditions. The purchaser shall store the reserved product for the supplier free of charge with the diligence of a prudent businessman.
  3. The purchaser hereby assigns to the supplier its claims arising from the resale of the reserved product in the amount of the value of the reserved product, irrespective of whether the sale is made alone or together with products not belonging to the supplier. The supplier accepts this assignment. If the resold reserved product is co-owned by the supplier, the assignment of the claims shall extend to the amount corresponding to the value of the supplier's share in the co-ownership.
  4. The purchaser assigns to the supplier the assignable claims against a third party arising from the installation of the reserved product as an essential component in a property, ship, ship under construction or aircraft in the amount of the value of reserved product. The supplier accepts the assignment. Clause 10.3 sentence 3 shall apply accordingly.
  5. The purchaser shall only be entitled and authorized to further process, install, use or resell the reserved product in the ordinary course of business and subject to the proviso that the claims under Clauses 10.3 and 10.4 are actually transferred to the supplier. The purchaser may only dispose of the reserved product in any other way, in particular by pledging it or assigning it as security, with the supplier's consent.
  6. The purchaser is revocably entitled to collect the claims assigned to the supplier in accordance with Clauses 10.3 to 10.5 in the ordinary course of business. The supplier shall not make use of its own authorization to collect as long as the purchaser meets its payment obligations, including to third parties. At the supplier's request, the purchaser shall name the debtors of the assigned claims and notify them of the assignment. The supplier is also authorized to notify the debtors of the assignment himself. In case of doubt, the assertion of the reservation of ownership and in particular the demand for surrender shall constitute a withdrawal from the contract.
  7. The purchaser must notify the supplier immediately of any enforcement measures by third parties against the reserved product or the assigned claims, handing over the documents necessary for the objection.
  8. The supplier undertakes to release the securities to which it is entitled at its discretion at the request of the purchaser to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%.

11. Place of Jurisdiction

  1. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The contract language is German.
  2. If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties, including for disputes relating to documents, bills of exchange or checks, shall be the supplier's registered office or place of residence. The supplier is also entitled to sue the purchaser at any other legal place of jurisdiction.