GTC

General terms and conditions of B&B Sachsenelektronik GmbH

1. Scope

These General Terms and Conditions (GTC) apply in principle to all deliveries, services and offers of B&B Sachsenelektronik GmbH. Deviating general terms and conditions shall not be recognised and shall not form part of the contract even without the express written objection of the supplier.

2. Contract formation

Offers made by the Supplier are non-binding. If the Supplier has set a deadline for acceptance when submitting a written and binding offer, the contract shall be deemed concluded if the Purchaser has sent a written declaration of acceptance before the deadline expires, provided that this is received within 3 calendar days of the deadline expiring at the latest. A declaration of acceptance can also be sent by e-mail. By confirming the order, the Purchaser authorises the Supplier to mark the goods to be delivered with its logo. The documents belonging to an offer together with illustrations, drawings, dimensions and other descriptions of performance and properties relating to the contractual products and services are only approximately binding. Certain properties of the goods to be supplied shall only be deemed guaranteed if this has been expressly agreed in writing. A reference to standards or agreed specifications alone shall only contain a more detailed description of the goods or services and not a guarantee of properties.

3. Delivery, packaging, prices

Unless otherwise expressly agreed, the prices are based on the Supplier’s price list applicable to the individual purchaser. In the absence of a special agreement, packaging shall be at the Supplier’s discretion and against payment. The Purchaser shall be responsible for the disposal of the packaging. The Supplier shall be entitled to demand that packaging material be returned carriage paid to the place of dispatch. This applies in particular to containers and pallets. Dispatch shall be at the expense and risk of the Purchaser. Transport insurance is not owed by the Supplier.

4. Delivery time, delay and cancellation

Specified delivery dates are non-binding and therefore only binding if this is expressly agreed in writing. Partial deliveries are permissible. The delivery period begins with the dispatch of the order confirmation, but not before the documents, drawings, authorisations and other formalities to be procured by the purchaser have been provided and an agreed advance payment has been made. In the event of a delay in delivery for which the Supplier is responsible, the Purchaser may, provided that it can credibly demonstrate that it has suffered damage as a result, demand liquidated damages for delay in the amount of 0.5% for each completed week of delay, but not more than 5% of the value of that part of the delivery which could not be used as intended as a result of the delay, to the exclusion of further claims. If the maximum amount of compensation according to the above paragraph has been reached, the Purchaser may, taking into account the statutory exceptions and within the framework of the statutory provisions, demand cancellation of the contract with regard to the delayed part after setting a reasonable grace period for performance if the Supplier has not already performed beforehand. If the Purchaser is in default with a material obligation arising from the contractual relationship, the Supplier shall be entitled to extend the delivery period by the period of default.

5. Acceptance

Deliveries must be accepted by the customer. This shall not apply if the goods have significant defects. The customer shall bear the costs of storage, insurance, protective measures, etc. incurred as a result of late acceptance. Without special proof, he shall pay at least 0.5 % of the order value concerned for each week of delay, up to a maximum of 5 %. The Supplier may set the Purchaser a reasonable grace period for acceptance in writing if the Purchaser does not accept the goods by the delivery deadline. The Supplier may further demand payment of the purchase price. If the deadline expires without result, the Supplier may cancel the contract in whole or in part by written declaration and claim damages for non-performance.

6. Payment

Unless otherwise agreed, all payments shall be made with a 2% discount or within 30 days without deductions. All payments shall be made in euros and shall be received by the supplier free of charge. Bills of exchange or cheques shall only be accepted on account of performance. In the case of collective invoices in which there are more than 10 calendar days between the delivery date and the invoice date, no discount can be granted for the corresponding invoice amount. In the event of late payment, the supplier shall be entitled to charge interest at a rate of 8 percentage points above the respective base interest rate from the due date. In this respect, the Supplier may suspend the execution of further deliveries. If the Purchaser has not made the agreed payment within a reasonable period of grace, at the latest within one month after the due date, the Supplier may declare the cancellation of the contract by written notice and claim damages.

7. Material defects and defects of title

The customer must inspect the goods immediately upon receipt. He must proceed in accordance with the recognised rules of technology. He shall in any case lose the right to invoke a lack of conformity if he does not notify the supplier in writing immediately after the time at which he discovered or should have discovered the defects and describe them precisely. After consultation with the Supplier, the Customer shall ensure that all evidence is secured. The Purchaser shall be responsible for providing evidence of the careful handling and proper storage of the goods. If goods are not in accordance with the contract, the Supplier may, even in the case of significant defects, initially, at its discretion, carry out a repair or a replacement delivery within a reasonable period of time, which shall be at least 2 weeks from the request by the Purchaser. The rectification of defects or replacement delivery may also be carried out by the Purchaser after consultation with the Supplier. The Purchaser is obliged to co-operate in the rectification of defects within reasonable limits against reimbursement of costs and in accordance with the Supplier’s instructions. If the rectification or subsequent delivery fails 3 times, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. In the case of only insignificant defects, the Purchaser shall only be entitled to a reduction of the purchase price. The Supplier shall only be liable for any lack of conformity and damages – irrespective of the legal grounds – insofar as this is regulated in these General Terms and Conditions. This applies to any damage caused by defects, including loss of production, loss of profit or other indirect damage, i.e. damage that has not occurred to the delivered item itself. If the Supplier culpably breaches material contractual obligations, it shall only be liable for reasonably foreseeable damage typical of the contract. The supplier’s liability for intent, gross negligence on the part of the owner, the executive bodies or executive employees and for specially assumed guarantees, fraudulent intent, culpable injury to life, body and health or if liability is assumed under the Product Liability Act for bodily injury or property damage to privately used objects is not excluded by the above provisions. Deviations in the delivery quantities of up to 10 %, in the case of customised products of up to 20 %, quality, weights and dimensions etc. are permitted within the scope of normal commercial practice. The Purchaser reserves the right to make equivalent design changes. All instructions of the Supplier regarding the use of the contractual products shall be complied with by the Customer.

8. Confidentiality, samples, plans

The contracting parties agree to keep all commercial and technical details of their mutual business relationship secret as long as they have not become public knowledge. Samples, plans and drafts may not be copied or disclosed or otherwise made accessible to third parties without the authorisation of the supplier. All rights to the samples, drawings, drafts and plans produced by the supplier, in particular patent rights, copyrights and inventor’s rights, shall belong exclusively to the supplier. This also applies to information that is stored or processed in electronic form.

9. Responsibility for secondary obligations

The liability provisions of this agreement also apply to the fulfilment of ancillary contractual obligations.

10. Force majeure, impossibility and incapacity

Each party shall not be liable for the non-fulfilment of one of its contractual obligations if the non-fulfilment is due to an impediment beyond its control. By way of example, these are listed as follows: War, natural disasters, fire, confiscation or other official measures, general shortage of raw materials, restriction of energy consumption, labour disputes. The same applies if the supplier’s suppliers are in breach of contract for the above reasons. Each party has the right to terminate the contract in the aforementioned cases if the fulfilment of the contract is prevented for more than 6 months. In cases of impossibility of performance by the supplier, the statutory provisions shall apply to the purchaser’s rights of cancellation and compensation, whereby the limitations of liability in this agreement shall apply accordingly.

11. Statute of limitations

The warranty period for claims by the customer is 1 year from the transfer of risk. The supplier’s responsibility is limited to claims of the purchaser that occur within this period. The statutory limitation period due to wilful or fraudulent behaviour, due to statutory claims under the Product Liability Act or due to installation of the delivered products in buildings shall remain unaffected.

12. Retention of title

All goods delivered shall remain the property of the Supplier until all claims arising from the business relationship have been paid in full. This shall also apply if individual or all of the Supplier’s claims are included in a current account and the balance has been struck and recognised. The Purchaser shall be entitled to resell or process the goods remaining the property of the Supplier (goods subject to retention of title) in the ordinary course of business. He assigns to the supplier in advance all claims arising from this resale. This shall also apply if the goods subject to retention of title have become the property of third parties through processing, combination or other legal grounds for acquiring ownership. If the total value of the assigned claim exceeds the purchase price owed by more than 10 %, the Supplier undertakes to reassign all claims that exceed the 10 % limit. The purchaser is obliged to support the supplier in any measures necessary to protect the supplier’s property. The Purchaser shall inform the Supplier immediately if there is a risk to the Supplier’s property. This applies in particular to third-party dispositions and official measures such as seizures and confiscations. The Purchaser shall take out insurance at its own expense for delivered goods against theft, fire and water damage and other risks for the period until the purchase price has been paid in full. In the event of breach of contract by the Purchaser, in particular default of payment after prior reminder or serious threat of insolvency of the Purchaser, the Supplier shall be entitled to take back the reserved goods and the Purchaser shall be obliged to surrender them. In the event that goods that can be resold are taken back, the full invoice amount shall be credited. The Supplier reserves the right to charge the Purchaser for the costs of disposal in the event that goods that cannot be sold are taken back. This provision shall also apply in the event that goods subject to retention of title are taken back during insolvency proceedings.

13. Industrial property rights of third parties

The purchaser is responsible for ensuring that the goods to be delivered do not infringe the industrial property rights of third parties on the basis of his instructions. The Purchaser shall indemnify the Supplier against all third-party claims for infringement of the aforementioned industrial property rights, including all judicial and extrajudicial costs, and shall support the Supplier in any legal dispute if requested.

14. Offsetting rights, assignment

The Purchaser shall only have rights of set-off or retention in respect of undisputed or legally established claims. Contractual rights and obligations of the Purchaser are not transferable, with the exception of the assignment of purchase price claims to the Supplier’s banks.

15. Data processing

The Supplier and its affiliated companies are authorised to store and process data in connection with business transactions in accordance with German statutory provisions.

16. Place of fulfilment, place of jurisdiction, applicable law and other matters

Unless the nature of the contractual obligation dictates otherwise, the place of fulfilment shall be the supplier’s plant in Mittweida. The place of jurisdiction is Chemnitz. German law shall apply exclusively. In addition, the supplier shall be entitled to bring an action before the courts having jurisdiction for the customer’s registered office. Should provisions of this contract or these terms and conditions be or become invalid, this shall not affect the validity of the remainder of the contract or the remainder of the terms and conditions. The contracting parties are obliged, within the bounds of reasonableness and good faith, to replace ineffective provisions with provisions that achieve the economic result in a legally effective manner. Additions or amendments to the above terms and conditions must be made in writing to be valid. This also applies to any amendment to the written form requirement.