Net-Components GmbH
General Terms and Conditions of Sale and Delivery
(hereinafter referred to as: Components)
1.
Scope
1.1
Deliveries and services are provided exclusively based on the following General Terms and Conditions of Sale and Delivery. These form an integral part of all concluded contracts and apply to all future business relationships, even if they are not expressly agreed upon again.
1.2
By placing an order, but no later than upon receipt of the delivery or service, the customer acknowledges these General Terms and Conditions of Sale and Delivery.
1.3
Conflicting terms and conditions or deviating confirmations by the customer are not binding for Components, even if Components has not explicitly objected to them. They require the express written approval of Components to be legally valid.
2.
Offers
2.1
Offers from Components are non-binding and subject to change unless explicitly stated as binding. The contract is only concluded with the written confirmation from Components, in accordance with its content, or upon acceptance of the delivery by the customer.
2.2
Components reserves the right to make technical changes to the subject matter of the contract after the order has been placed, provided this is reasonable for the customer while considering Components’ interest in the modification.
2.3
The persons authorized to represent Components are those listed in the commercial register within the specified scope. Other employees of Components are not authorized to make (oral) collateral agreements or give verbal assurances beyond the content of the written contract.
2.4
The offer exclusively covers the scope of services explicitly mentioned therein, which is determined based on the measurements, construction drawings, and other information provided by the customer. If, during the execution of the order, it becomes apparent that Components must perform additional services that were not identifiable from the aforementioned documents and information, these must be separately compensated by the customer. If no agreement is reached, § 632 (2) of the German Civil Code (BGB) shall apply accordingly.
3.
Prices
3.1
Prices are calculated based on the price list valid at the time of order confirmation. The invoice amount is understood as net ex-works, plus packaging, shipping, and the applicable statutory value-added tax.
3.2
The prices agreed upon at the time of contract conclusion are based on the cost factors valid at that time. They remain binding for 2 months. If the agreed delivery date is more than 2 months after contract conclusion, the prices valid at the time of delivery or service shall apply.
4.
Shipping and Transfer of Risk
4.1
Shipping is always at the customer’s risk. The risk passes to the customer upon dispatch of the goods or, at the latest, when they leave the factory. If the goods are to be collected by the customer, the risk passes upon availability. If shipping is delayed due to reasons attributable to the customer, the risk passes upon notification of readiness for dispatch. In this case, Components is entitled to charge the customer for the additional costs incurred. In the absence of specific instructions, packaging and the choice of transport route and means are at Components’ discretion. Packaging costs are borne by the customer. The acceptance of goods by railway, postal services, freight forwarders, or other transport companies without complaint confirms the impeccable condition of the packaging at the time of dispatch and excludes any liability from Components for improper packaging or loading-related damages or losses, unless Components is mandatorily liable for intent or gross negligence.
4.2
Ordered goods will only be insured at the express request of the customer. The insurance cost is borne by the customer.
4.3
Goods inspected before dispatch are deemed to have been delivered in accordance with the agreed conditions.
5.
Delivery
5.1
The delivery period begins on the date of order confirmation but not before the submission of any required documents, approvals, and releases by the customer, as well as receipt of any agreed advance payment. The delivery deadline is met if the goods have left Components’ warehouse or readiness for dispatch has been communicated by its expiry.
5.2
In justified exceptional cases, especially due to operational reasons, Components is entitled to make partial deliveries and provide partial services after prior notice and charge them separately.
5.3
Delivery and service delays due to force majeure or other events that significantly hinder or make delivery impossible for Components, such as strikes, lockouts, fires, water damage, trade embargoes, disasters, or other acts of force majeure (including at upstream suppliers), shall not be the responsibility of Components even if binding deadlines and dates have been agreed upon. In such cases, Components is entitled to either withdraw from the contract in whole or in part or to postpone delivery for the duration of the hindrance plus a reasonable start-up period. The customer has no claims for damages arising from this. Components will promptly inform the customer of the occurrence of such circumstances. In all cases, Components reserves the right to correct and timely self-supply. The self-supply reservation applies provided that Components has concluded a corresponding cover transaction in good time and/or is not responsible for the delayed supply by its suppliers. If the hindrance lasts longer than one month from its occurrence, the customer may withdraw from the contract for the unfulfilled part after setting a reasonable grace period if acceptance is no longer reasonable due to the delay.
5.4
If Components is responsible for non-compliance with binding deadlines or is in default of delivery/service, the customer’s possible claim for compensation is limited to a maximum of 30% of the invoice value of the delayed deliveries and services. Further claims are excluded unless the delay is due to intent or gross negligence by Components.
5.5
Components retains exclusive ownership, copyright, and usage rights to all offer- and order-related execution drawings and other documents. The customer is not permitted to share these documents with third parties.
5.6
If the customer delays acceptance, Components, after setting a reasonable grace period with a rejection warning, is entitled to claim damages without proof amounting to 30% of the agreed order value. This does not affect Components’ right to claim and prove higher damages in individual cases. The customer, in turn, is entitled to prove that no damage has occurred or that it is significantly lower.
6.
Payment Terms
6.1
Unless expressly agreed otherwise, invoices are payable in cash without deductions within 30 days from the invoice date.
6.2
Checks are accepted only as conditional payment. The customer bears the costs of discounting and collection. Components is not liable for the timely presentation of checks. Bills of exchange are not accepted. Payments must be made exclusively to Components. Representatives are not authorized to collect payments. Payments to them or other employees of Components do not release the customer from payment obligations. They are also not authorized to grant deferrals or waivers.
6.3
In the event of customer default or payment deferrals, Components is entitled to charge interest from the due date at the rate charged by its commercial bank for business loans, but at least 3% above the respective discount rate of the Deutsche Bundesbank. The customer may prove that no or significantly lower damage has occurred. Components reserves the right to claim further default damages. In case of payment default, Components is entitled to charge a reminder fee of €10 per reminder.
6.4
The customer may only offset or withhold payment if their counterclaims have been legally established or recognized by Components.
6.5
If the customer’s financial situation significantly deteriorates after contract conclusion or if such deterioration becomes apparent after contract conclusion, Components may demand a reasonable advance payment or security. If the customer does not comply within one week, Components may withdraw from the contract.
7.
Retention of Title
7.1
The delivered goods remain the property of Components until all claims arising from the business relationship, including future claims from simultaneously or subsequently concluded contracts and any balance from a current account, have been settled.
7.2
The customer is entitled to further process and handle the reserved goods in the ordinary course of business. In this case, processing is carried out for Components as the manufacturer. Components acquires ownership of the new item. If processing is carried out together with other materials or if the reserved goods are combined, mixed, or blended with other items not owned by the customer, Components acquires co-ownership of the new item in proportion to the gross invoice value of the reserved goods to the invoice value of the other materials used. This also applies if the other item is to be regarded as the main item.
The customer is entitled to resell the reserved goods in the ordinary course of business, provided that they are not in default of payment of any claim due to Components arising from the business relationship. This authorization to resell does not apply if a prohibition of assignment exists in the relationship between the customer and their buyer. The claim arising from resale or from any other legal reason related to the reserved goods (including all balance claims from current accounts) and other rights are hereby assigned by the customer to Components as security. Any retention of title agreed by the customer with third parties shall be deemed agreed in favor of Components until all claims secured by Components’ retention of title, including the settlement of all checks and, if applicable, accepted bills of exchange, have been fully paid. The customer is at any time revocably authorized to collect the claim assigned to Components on behalf of Components in their own name. The customer is obliged to inform Components upon request about the amount of the claim as well as other details, the reason for the claim, and the names of the debtors and to provide all documents necessary for collection.
7.3
If the value of the securities granted to Components exceeds their claims by more than 20%, Components is at any time willing, upon request, to release the excess security rights at their discretion.
7.4
If the customer fails to fulfill their contractual obligations towards Components, particularly if they are in default of payment, Components is entitled to take back the reserved goods or to inform the debtors of the assignment and enforce the assigned claims. The repossession and seizure of the reserved goods by Components does not constitute withdrawal from the contract.
7.5
Pledging and transferring ownership for security purposes by the customer are not permitted. In the event of seizure, confiscation, or other interventions, the customer must indicate Components’ ownership and notify Components immediately. If the customer fails to comply with this obligation, Components may withdraw from the contract.
Complaints, Warranty, and Compensation
8.1
The customer is obliged to notify Components in writing of any recognizable defects in the goods, incorrect or incomplete deliveries immediately, but no later than 14 days after delivery of the goods; in the case of installation and assembly by Components, within 14 days after completion. If the customer does not report a defect within this period, the goods are considered free of defects and approved in accordance with the contract. Defects that cannot be discovered even with careful inspection within this period must be reported to Components in writing immediately upon discovery during the warranty period. If Components is not notified of a defect in due time, any warranty claim is forfeited.
8.2
Components warrants that the delivered products are free from defects, including the absence of guaranteed properties. The technical data and descriptions in product information do not constitute a guarantee of specific properties. A guarantee in the legal sense is only provided if the respective information has been confirmed in writing by Components.
8.3
Excluded from the warranty are defects or damages resulting from:
- Operational wear and normal wear and tear
- Improper use, operating errors, and negligent behavior by the customer
- Faulty installation or commissioning, insofar as these services were not provided by Components.
Any warranty obligation ceases if improper repairs or other improper work are carried out on the products by the customer or third parties not authorized by Components, which at least partially cause the defect.
8.4
Unless expressly agreed otherwise, the warranty period is six months from the delivery date; in the case of installation and assembly by Components, it begins on the day of completion.
8.5
The warranty includes, at Components’ discretion, repair or replacement delivery, whereby Components bears the material, return transport, and labor costs incurred for repair or replacement. If repeated repairs or replacement deliveries are also defective, the customer may choose between a price reduction corresponding to the diminished value or, unless the warranty concerns a construction service, the cancellation of the contract. Replaced parts become the property of Components. The customer must grant Components the necessary time and opportunity for rectification as deemed reasonable.
8.6
The preceding paragraphs contain the final warranty provisions for delivered goods and exclude any other warranty claims of any kind or compensation claims, unless they are based on intent or gross negligence by Components, its legal representatives, or vicarious agents, or on the defect of a contractually guaranteed property. Components’ liability as a manufacturer under the Product Liability Act remains unaffected.
8.7
If Components is liable for damages under the preceding provisions, the compensation claim is limited to the foreseeable damage at the time of contract conclusion.
8.8
Claims for damages due to tort, fault at contract conclusion, or positive breach of contract against Components must be asserted in writing immediately and expire no later than one year after the delivery date, in the case of installation and assembly after completion.
8.9
If a defect complaint is found to be unjustified and the customer could have recognized this with the due diligence expected of them, they must reimburse Components for all expenses incurred due to the unjustified complaint.
8.10
Compensation for contract work: If Components performs only certain work processes on parts supplied by the customer as part of contract work, Components is liable only up to the contract value of the contract work.
Orders/Contracts executed based on technical specifications provided by the customer are subject to the following additional conditions:
9.1
The customer is obliged to provide Components with all construction drawings and other necessary documents, information, etc., required for order execution. The customer must inform Components of any special conditions and circumstances that are technically significant due to the intended use.
9.2
The customer is liable for the accuracy and completeness of the dimensions of construction drawings and similar documents they provide, as well as other information that influences suitability, installation, and assembly. The customer is also liable to Components for ensuring that the use of these drawings and documents does not infringe on patents or other third-party intellectual property rights.
9.3
According to the documents and information mentioned in section 9.1, items manufactured by Components are in accordance with the contract. The customer bears the sole risk that these items are suitable for the contractual purpose intended by them.
10.
Orders/contracts that require design services by Components for execution – even if these only involve modifications to the documents provided by the customer as per section 2.2 – are subject to the following additional conditions:
10.1
The customer is obligated to provide Components with all technical specifications and relevant information necessary for order execution, including technically significant conditions and the intended use.
10.2
Design drawings and other documents required for the design, created by Components, are considered essentially contractually approved if they are countersigned by the customer.
10.3
If a sample or prototype has been delivered to the customer due to – even partial – design services by Components, the customer is obligated to inspect it immediately and report any deviations from the design specifications or defects in writing. If this does not occur, the sample or prototype is considered contractually compliant and approved, especially no later than when additional items corresponding to the sample or prototype are ordered.
10.4
Warranty claims for characteristics not objected to in a timely manner as per section 10.3, which were already present in the sample or prototype and are also found in subsequent items manufactured based on this sample or prototype, are excluded, including claims for damages due to defects and consequential damages, in accordance with sections 8.7, 8.8, and 8.9. This does not apply insofar as defects or assured properties in the sample or prototype could not have been recognized within the warranty period applicable to the sample/prototype as per section 8.4, even by an expert during a timely inspection. In the latter case, the provisions of section 8 apply without restrictions to items manufactured according to the sample or prototype.
11.
Installation and Assembly
11.1
The customer must provide the necessary workforce and materials at their own expense.
11.2
The customer is responsible for providing the necessary information about the location of concealed power lines or similar installations, as well as the required structural data, without being asked, before the start of assembly work. Before installation or assembly begins, the required delivery parts must be on-site, and all preparatory work must be sufficiently advanced so that installation or assembly can begin immediately and proceed without interruption. If installation, assembly, or commissioning is delayed due to circumstances not attributable to Components, the customer must bear the costs for waiting time and any additional travel expenses for the assembly personnel.
11.3
The customer must certify the working hours of the assembly personnel on a weekly basis. Furthermore, the customer is required to immediately provide the assembly personnel with a written certificate of completion of installation or assembly. Unless otherwise agreed, the customer shall compensate Components at the agreed billing rates at the time of order placement for working hours, overtime, night work, Sunday and holiday work, work under difficult conditions, as well as for planning and supervision. Preparation, travel times, and reports are considered working hours. Travel expenses, transportation costs for tools, allowances for working hours, and rest and holiday periods are reimbursed separately.
11.4
Test runs on systems not supplied by Components will not be carried out by the assembly personnel.
12.
Place of Performance, Jurisdiction, and Governing Law
The place of performance is Wustermark/Elstal. If both parties to this contract are merchants, the agreed place of jurisdiction is the District Court of Potsdam.
The legal relationship between the parties is exclusively subject to German law.
13.
Final Provisions
Should any provision in these terms and conditions or any provision in other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected. Instead of the invalid provision, an appropriate regulation shall apply that comes closest to the ineffective clause within the legally permissible possibilities.
As of: 11. 2003
