Terms and Conditions

Terms and Conditions

§1 General Provisions

These Terms and Conditions of Sale and Delivery apply to all—including future—business relationships, in particular deliveries, services, and other legal transactions between us and our customers. Any deviating agreements and additions, as well as telephone and verbal agreements, are binding only if confirmed by us in writing.

Our Terms and Conditions of Delivery and Payment apply exclusively; our customer agrees to these terms upon placing an order, and they apply equally to future transactions, even if no explicit reference is made to them. If an order is placed in a manner that deviates from our Terms and Conditions of Delivery and Payment—even if we do not object—such deviations shall only apply if we have expressly acknowledged them in writing. The invalidity of individual contractual provisions shall not affect the validity of the contract as a whole. We are entitled to assign claims arising from our business relationships.

§2 Offers

Our offers are always subject to change without notice. The information contained in brochures, price lists, catalogs, circulars, faxes, and other printed materials, or in the documents accompanying the offer—such as, in particular, illustrations, descriptions, technical data, and performance specifications—is always non-binding. We assume no liability for the accuracy of technical data and other information in manufacturers’ brochures. We reserve the right to make technical changes. Any deviations must be accepted accordingly, provided they are reasonable for the customer.

§3 Order Confirmation

Orders placed by telephone are binding on the purchaser. For us, the order becomes binding upon written confirmation. Written confirmation may be waived if immediate delivery is possible. Objections to the order confirmation must be raised within one week of receipt. Objections must be made in writing. In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, we are entitled to make a corresponding reasonable price adjustment, provided that the period between the conclusion of the contract and the agreed delivery date exceeds 3 months. The minimum order value is 200.00 EUR. If the order value falls below the minimum, we reserve the right to charge a processing fee of 20.00 EUR. If no language specification is provided (particularly for software products), we will deliver German versions, if available.

§4 Prices and Terms of Payment

Our prices are net ex-works. Unless otherwise agreed in writing, payments are due immediately upon receipt of the invoice. In the event of non-compliance, we are entitled to charge late payment interest at a rate of 8% above the respective base rate of the European Central Bank. We reserve the right to claim further damages resulting from default. The customer has no right of retention with respect to our claims. Offset is permitted only against counterclaims that are undisputed by us or have been legally established. All of our claims become due immediately, and any granted payment terms become void, if the payment term for a claim is not met and/or if, after the conclusion of the contract, a material deterioration in the purchaser’s financial circumstances becomes known. In this case, we are also entitled to make any outstanding deliveries contingent upon advance payments or the provision of security. If the advance payments or security are not provided even after the expiration of a reasonable grace period, we may withdraw from the contract.

In the case of partial deliveries, we generally reserve the right to issue a partial invoice.

§5 Delivery

Delivery is made from our warehouse or the warehouse of one of our suppliers at the customer’s expense and risk. If delivery free on the door has been agreed upon, the transfer of risk remains unaffected. Our contractual obligation is a so-called “obligation to be collected,” specifically ex-warehouse. The place of performance and fulfillment for our contractual obligations is our respective warehouse location or the warehouse location of our suppliers. The delivery must be inspected immediately upon receipt for completeness, damage, and freedom from defects (see §7). The regulations of the “U.S. Department of Commerce” apply to all products of U.S. origin; these must be strictly observed, particularly with regard to re-export.

Delivery dates will be met whenever possible but are not binding on us. The fulfillment of orders is subject to timely and sufficient delivery by our suppliers.

Force majeure, labor disputes, and other unforeseeable obstacles that we cannot avert despite exercising reasonable care under the circumstances—whether occurring at our facility or at a supplier’s—such as operational disruptions, government intervention, delays in the delivery of goods and components, or other instances of incorrect or untimely supply to us—shall fully release us from our delivery obligation for the duration of their effects and, in the event of impossibility, in full. If, as a result of the events mentioned above, delivery subsequently becomes impossible or unreasonable, we are entitled to withdraw from the contract.

In the event of a delay in delivery on our part or impossibility of performance for which we are responsible, claims for damages are excluded, unless there is intent or gross negligence on the part of our executive employees or company management.

We generally reserve the right to make partial deliveries and issue partial invoices.

Upon receipt of the invoice, the customer must notify us in writing within 10 calendar days of any failure to receive the goods listed on the invoice; otherwise, the customer bears the burden of proof for the non-receipt of the ordered and invoiced goods.

§6 Shipping – Transfer of Risk

Risk passes to the purchaser no later than upon dispatch of the delivery items, even if partial deliveries are made or the supplier has assumed other obligations, such as shipping costs or delivery and installation. If shipment is delayed due to an instruction from the buyer, the risk passes to the buyer once the goods are ready for shipment; in this case, we are entitled to charge storage fees of at least 1% of the invoice amount per month. In this case, the purchase price or other consideration becomes due upon the goods being ready for shipment.

§7 Notices of Defects, Complaints, and Warranty

Complaints and notices of defects must be submitted to us in writing and in detail within 5 business days of the goods’ arrival. Defects that cannot be detected within this period even upon careful inspection must be reported in writing immediately upon discovery. If goods are delivered in insufficient quantities, in excess, incorrect, not ordered, in duplicate, or despite a cancellation, the returned products must arrive at our warehouse in their unopened and undamaged original packaging. In the case of warranty claims or incomplete deliveries, we also accept opened packaging. For returns for which we are not responsible—e.g., “wrong order” and “returns as a gesture of goodwill”—the credit will be issued at the lower of the invoice price or the current market price. Return shipping costs are generally to be borne by the buyer.

All claims not expressly granted herein, including claims for damages regardless of their legal basis, are excluded, unless they are based on a breach of contract involving at least gross negligence on our part, on the part of a legal representative, or on the part of a vicarious agent.

If a defect is reported in a timely manner, we are also entitled, at our discretion, to repair the defective item or provide a replacement; in this case, the buyer may assert statutory warranty claims only after the repair or replacement has failed.

At our discretion, the repair may also be carried out at a service center, at the supplier’s facility, or at our premises. In all cases, the delivered items must be shipped in their original packaging when returned to us, to the supplier, or to a service center. The buyer shall bear all costs associated with taking the item out of service, its subsequent recommissioning, as well as transportation to and from the respective service address. Beyond this, no further claims may be asserted against us, in particular no claims for damages arising from direct or indirect losses, unless otherwise agreed below.

Guaranteed characteristics within the meaning of Section 459 of the German Civil Code (BGB) must be expressly identified as such.

A reference to a DIN standard merely specifies the product description in greater detail and does not constitute a warranty on our part, unless a warranty has been expressly agreed upon. However, if the goods lack a warranted characteristic, we shall also pay damages.

We are liable for consequential damages arising from defects only if our customers are specifically intended to be protected against such consequential damages by the warranty. In any case, our liability is limited to the interest in performance.

To assert a warranty claim, it is generally required that defective parts, a detailed description of the defect including the model and serial numbers, and a copy of the delivery note (or invoice) with which the device was delivered, be mailed or delivered to us.

Improper use, storage, and handling of devices, as well as unauthorized tampering and opening of devices, will void the warranty claim.

Should any data stored on the devices being repaired be lost during our repair efforts, this risk shall be borne by the client.

The warranty period for businesses and individuals engaged in commercial or self-employed activities is expressly limited to 12 months.

§8 Industrial Property Rights

Unless otherwise agreed, we assume no liability for the goods we deliver not infringing third-party industrial property rights. The customer is obligated to notify us immediately if such infringements are alleged against them. If the delivered goods were manufactured according to the purchaser’s designs or instructions, the purchaser shall indemnify us against all claims asserted by third parties on the basis of infringements of industrial property rights. Any litigation costs shall be advanced in a reasonable amount.

§9 Retention of Title

Delivered items, parts, and services are supplied subject to retention of title. They remain the property of the seller until full payment of the purchase price, including all claims—even those arising in the future—arising from the business relationship with the buyer. The retention of title shall remain in effect even if individual claims have been included in a running account and the balance has been calculated and acknowledged. The buyer may not acquire ownership of the goods by processing them into a new item. Processed goods also serve as security for the seller retaining title. All claims of the buyer arising from the resale of the goods subject to retention of title are assigned to the seller. If the goods subject to retention of title are sold by the buyer together with third-party goods not belonging to the seller, the claim for the purchase price shall be deemed assigned only to the extent of the value of the goods subject to retention of title. If the goods subject to retention of title are owned by the seller only in part, the portion of the claims arising from their sale that is assigned to the seller shall be calculated based on the value of the seller’s share of co-ownership. The seller hereby accepts the foregoing assignments. At the seller’s request, the buyer must inform the seller of the debtors of the assigned claims.

The seller may notify the debtor of the assignment. The retention of title is conditional in such a way that, upon full payment of the seller’s claims arising from the business relationship, ownership of the goods subject to retention of title automatically passes to the buyer, and the assigned claims become due to the buyer. The seller must release the security to which it is entitled, at its discretion, to the extent that its value exceeds all claims to be secured by 20%. The buyer must reserve the conditional ownership to which it is entitled in the >delivered goods and parts vis-à-vis its customers until they have paid the purchase price.

§10 Jurisdiction

The court with jurisdiction over Villingen-Schwenningen is agreed upon as the venue for all disputes with contractual partners who are registered merchants or legal entities entered in the commercial register, as well as persons residing abroad. German law applies exclusively.