+25 years in power electronics & renewable energy

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Terms and conditions

General – Scope of Application

  1. The following Standard Business Terms apply exclusively. We shall not recognize any terms specified by the Customer which conflict with or deviate from these Terms, unless we would expressively have agreed to their application. These Standard Business Terms also apply if we carry out the delivery to the Customer without reservation, despite being aware of the Customer’s conflicting or deviating terms.
  2. All and any agreements reached by and between us and the Customer for the purpose of per-forming the contract must be documented in the contract in writing.
  3. Our Standard Business Terms shall only apply towards entrepreneurs within the meaning of the German Civil Code (BGB), Art. 310 (1).

Conclusion of the Contract – Documents of Purchase Offer

  1. The Customer’s orders are binding purchase offers which we may accept within two (2) weeks within the meaning of German Civil Code (BGB) Art. 145.
  2. Our purchase offers are non-binding unless determined otherwise in our order confirmation.
  3. If we fail to receive supplies from our own stockists or are not supplied in good time, and if we cannot be held responsible for failing to be supplied or for not being supplied in good time, then we shall be entitled to withdraw from the contract with the Customer. Consequences of force majeure or similar unforeseeable events occurring at us or third parties with whom we maintain business relations, e.g. interruptions of operations or traffic; fire; floods; lack of workforce, energy or raw materials; strike, lock-out, official measures or the like will release us from our obligation of timely delivery. We will inform the Customer without delay in case of unavailability or partial deliveries. Any rewards already rendered will be refunded immediately.
  4. We will reserve our proprietary rights, copyright and other intellectual property rights, if any, regarding our illustrations, drawings, calculations as well as other documents and technical documents. This is mainly valid for such documents made out in writing, which are marked as “confidential”. Passing these documents on to third parties is only allowed if we formally agreed to it.

Delivery Period – Liability

  1. A delivery period specified by us shall only commence provided all the technical issues have been clarified.
  2. The plea of non-performance of contract shall remain reserved, if the Customer is unreasonable lastingly on the contractual obligations contravenes. We will retain the rights under German Civil Code (BGB - Objections Due to Uncertainty) Art. 321.
  3. If the Customer defaults in acceptance or culpably violates any other obligations to cooperate, then we shall be entitled to demand compensation for any losses if thus sustains, including any extra expenses. Entitlement to further claims and rights is reserved.
  4. If the Customer defaults in acceptance or culpably violates any other obligations to cooperate, then the risk of the accidental destruction or accidental deterioration of the object of purchase shall immediately pass to the Customer in which the Customer defaults in acceptance or performance.
  5. We are liable in accordance with the statutory provisions, if the contract shall be performed by a date specified in the contract or within a specified period (time bargain) according to German Civil Code (BGB) Art. 286, Sent. 2 No. 4 or German Commercial Code (HGB) Art. 376. We are also liable pursuant to law if the customer may invoke the discontinuance of his or her interest in the performance of the contract by reason of a delivery delay, caused culpably by us.
  6. We are also liable for deliveries to the Customer in accordance with the legal regulations if the delivery delay was the result of deliberate or gross negligence attributable to the Customer in regard to fulfilling an obligation. If the delivery delay was due to deliberate or gross negligence on our part, its obligation to afford compensation shall be limited to the foreseeable damage typically occurring. We are liable for any guiltiness of its employees or vicarious agents.
  7. We are liable according to the legal regulations, if the delivery delay for which we are responsible concerns an accidental breach of an essential contractual duty, on which the Customer may rely upon. In this case its obligation to afford compensation shall be limited to the foreseeable damage typically occurring.We are also liable for any guiltiness of its employees or vicarious agents.

Passing of Risk – Packaging – Transport Insurance

  1. Unless otherwise agreed in the order confirmation we will deliver EX WORKS.
  2. We will procure transport insurance upon the Customer’s wishes. The Customer will bear all transportation costs incurred.

Liability for Defects

  1. The Customer’s rights based on defects shall be contingent upon the Customer having duly performed its obligations to inspect the goods and fi le complaints in accordance with German Commercial Code (HGB), Art. 377.
  2. If the Customer’s complaint is justified, then we shall render post-performance by eliminating the defect or delivering a substitute at its own option. In case of eliminating the defect or delivering a substitute we are obliged to bear all costs mainly for transportation, labour and material unless the substitute delivery have to be transported to any other place then the place of delivery.
  3. If subsequent improvement or substitute delivery fails, then the Customer shall be entitled to withdraw from the contract or demand a reduction in the price, at its own option.
  4. We are liable in accordance with the statutory provisions, if the Customer’s Compensation claims are based on intent or gross negligence forced by us, our employees, members of staff, co-workers, representatives and vicarious agents. If we are not culpable of a breach of cardinal duty or deliberate breach of contract, our obligation to afford compensation shall be limited to the foreseeable damage typically occurring.
  5. We are liable in accordance with the statutory provisions to the extent that we culpably violate important pre-contractual, contractual or statutory obligation, on which the Customer may rely upon. If we are not culpable of a breach of cardinal duty or deliberate breach of contract, our obligation to afford compensation shall be limited to the foreseeable damage typically occurring.
  6. We shall be further liable pursuant to applicable statutory provisions for instances of injury to life, body, or health and to the extent that we had provided guarantees. This shall also apply to inalienable claims under the Product Liability Act.
  7. We do not accept liability for defects unless specified differently.
  8. Claims based on defects shall become statute-barred twelve (12) months after the passing of risk.
  9. The statutory period of limitation for recourse claims pursuant to the German Civil Code (BGB) Articles 478 and 478 shall remain unaffected.

Entire Liability – Reimbursement of expenses

  1. Any further liability for damages other than those provided for in Art. 5 shall be excluded. This applies in particular to claims for damages on the basis of culpa in contrahendo, other breaches of obligations or tortuous claims pursuant to the German Civil Code (BGB) Art. 823. The aforementioned limitation also applies if instead of a claim for damages the client requests compensation for useless expenses rather than the performance of services. Other statutory claims regarding obligations in contract negotiations shall remain unaffected. The aforementioned limitations of liability and exemptions from liability do not apply, in so far as liability must be assumed, e.g. according to product liability law, on account of loss of life, physical injury or damage to health.
  2. Insofar as liability for damages against us shall be excluded or restricted, this shall also apply with respect to the personal liability for damages of our employees, members of staff, co-workers, representatives and vicarious agents.

Prices – Terms of Payment

  1. Unless specified differently in the order confirmation, the prices quoted in Euro (€) are ex works and do not include any transport costs incurred. The transportation costs will be charged separately.
  2. Our prices do not include statutory value-added tax. The statutory value-added tax valid on the day of billing will be charged separately on the invoice.
  3. Any deduction of cash discount is subject to special agreement.
  4. If no other agreement has been made with the Customer, the purchase net price is to be paid by the Customer within 14 days from the day of invoicing.
  5. The statutory provisions with respect to consequences of default shall be applicable.
  6. The Customer shall only be entitled to set off if its counter-claims have been declared res judicata, are undisputed, or have been acknowledged by us.
  7. The Customer shall only be authorised to exercise its right of retention insofar as its counterclaim derives from the same contractual relationship.

Reservation of Title

  1. We reserve title to the goods delivered until all the payments based on the current business relationship with the Customer have been received.
  2. In cases of breach of contract on the part of the Customer, especially default of payment, we shall be entitled to reclaim and take back the goods at any time. If this action is because of delays of payment this does not mean a withdrawal from the contract. After taking back the product, we shall be authorised to exploit it. The proceeds from such exploitation deducting reasonable related costs shall be credited against the Customer’s liabilities.
  3. The Customer is obligated to take good care of the item(s) of sale; in particular, the Customer is obligated to insure it sufficiently at its own costs against fi re, water and theft damages for the reinstatement value and preserve these rights with commercial diligence. Possible maintenance and inspection works are to be done by the Customer in due time and at its expense.
  4. The Customer shall be obligated to notify us promptly of any execution or distrait proceedings affecting goods to which we hold title and to afford us an opportunity of instituting third-party objection proceedings under the German Code of Civil Procedure (ZPO) Art. 771. If third parties are not able to reimburse us with the court and out-of-court costs of third party interference proceedings, the Customer is liable to pay us the incurred loss according to the German Code of Civil Procedure (ZPO) Art. 771.
  5. The Customer is authorized to resell the purchased goods in the ordinary course of business; but even now, he assigns to us all claims in the amount of the fi nal amount of the invoice (including Value added tax), which he is entitled to from resale against his customers or third parties, and this independent of the fact whether the purchased goods were resold without or after processing. In the case of a current account relationship between the customer and its buyers, the claim which is assigned to us by the Customer in advance also refers to the accepted account balance and in the case of the Customers insolvency also to the existing causal balance. The Customer remains authorised to consolidation of this claim even after surrender. This does not affect our own authority to recover the claim on our own. We will not recover the claim, however, as long as the Customer meets its payment obligations from the collected proceeds, is not in default of payment and in particular, as long as no application for the initiation of insolvency proceedings has been made and payments have not been suspended. In the event that the Customer is in arrears with payments, the Customer shall be obligated, upon request by us, to inform us of the names of its customers concerned, to provide us with all documents required and to notify its customers that the amounts payable have been assigned to us.
  6. Any processing or conjoining of the goods by the Customer is performed on our behalf. If de livered items are processed together with other items not belonging to us, we automatically acquire co-title relative to the proportionate value represented by our goods (invoice amount including Value added tax) in the newly created item at the time of processing. Same applies as to the goods delivered subject to a reservation of title.
  7. If the delivered goods are attached or mixed inseparably with objects not belonging to us, we shall acquire title to the newly created goods proportionate to the value of the goods (invoice amount including Value added tax) delivered by us relative to the other conjoined goods. If the processing/conjoining occurs in such a way that the Customers object is to be regarded as the principal object, then it is to be regarded as agreed that the Customer transfers a share in the title to us. The Customer shall safeguard the sole ownership or the co-ownership for us. Same applies as to the goods delivered subject to a reservation of title.
  8. The Customer shall also assign the claims designated to secure our claims, which arise for the Customer against third parties in connection with delivered goods and a property.
  9. We are obliged at the Customer’s request to undertake to release the security to which it is entitled insofar as the realisable value of the security not just temporarily exceeds the sum of the secured receivables by more than ten
  10. We are free to choose which securities it will release

Venue/Governing Law

  1. If the Customer is a registered merchant, venue shall be at the location of our registered place of business, however, we shall also be entitled to sue the Customer before the court having jurisdiction at the Customer’s domicile.
  2. Contractual relations shall be governed by German law, excluding CISG (UN Convention on contracts for the International Sale of Goods).

WSTECH
Eckernfoerder Landstrasse 78
24941 Flensburg
Deutschland