General Conditions of Sale and Delivery

General
All our deliveries are made subject to the following conditions of sale and delivery; the respectively valid edition of General Delivery Conditions for Products and Services of the German Electrical Industry (ZVEI) and German law as applicable between German domestic parties not including the United Nations Convention on Contracts for the International Sale of Goods (CISG) apply additionally. The INCOTERMS, always in their latest form, are applicable as far as they are not inconsistent with these conditions or written agreements. Deviations thereof and verbal agreements must be confirmed in writing in order to be valid.

Any customer references to his own General Conditions of Sale and Delivery we explicitly do not accept.

Offers
Our offers are without obligation. Therefore the offers can be cancelled until the entry of the written declaration of acceptance or the delivery of the goods. Verbal agreements and assurances made by our employees become binding only upon our written confirmation.

Prices
The despatch quantity as determined at our warehouse or factory is decisive for the calculation of the prices. Incidental expenses (e. g. costs of bank remittances, redemptions of shipping documents, certifications of the goods in the recipient country or import permits and similar) are to the customer’s debit.

Changes in our list prices or changes in the basis of our price calculations in freights, taxes, customs duties, costs, other duties or in the currency relations, which occur between the conclusion of the contract and the delivery, entitle us to raise the invoice prices accordingly.

Substantial changes in the commodity prices – at least 10 per cent – after the given order, entitles us to rise the agreed upon prices about the additional expenditure. The customer will be informed.

Order Modifications
Order modifications require our written consent. The customer shall bear all costs incurred to us in the case of order cancellations.

Delivery Dates
Delivery dates are stated according to the best of our judgements. They are only binding if expressly stated as such by us.

The delivery time will be extended by a reasonable amount if we are prevented from delivering on time due to problems in procurement, production or delivery - occurring to us or our suppliers -;
e. g. energy shortages, difficulties in procuring materials, traffic hold-ups, strikes, lockouts or other unforeseeable events. We are free from any obligation if the fulfilment of the contract is impossible,

Packing
All goods are packed according to normal trade procedures. Disposable packing cannot be returned. The customer bears the cost for the disposal of the packing.

Transfer of Risk
The risk – also that of a confiscation of the goods - transfers to the customer upon handing out the goods to a forwarder or carrier, but no later than when the goods leave our warehouse or factory. This also applies to pre-paid and free deliveries. We will arrange insurance only upon the customer’s request and at his expense. The customer also bears the cost for unloading.

Return Shipments and Credits
Shipments may only be returned with our consent. For cost reasons, it is not possible to issue a credit note for orders under EUR 50,-. We will retain 15% of the value of the goods, but at least EUR 50,- for inspection and repackaging of the goods to protect the next customer’s interests. Customer-specific products cannot be taken back.

Conditions of Payment
Payments must be made within 30 days net/net after date of invoice. All bank charges in the country of payment will be paid by the customer. Bills of exchange will only be accepted without charges and on special agreement. We reserve the right to ask for securities or pre-payment. Delivery may be refused if these requests are not granted.

Reservation of Title
We reserve the title of property of all goods supplied by us as well as of claims resulting from the customer’s resale until fulfilment of all our demands (extended reservation of title).

Warranty, Liability
The customer may not refuse to receive supplies due to minor defects.

The customer must check immediately after delivery the goods of any defects. The customer must notify us immediately in writing if the goods do not conform to the contract (e.g. defects, wrong shipment or quantity differences), as far as that can be done with reasonable investigations. In the case of visible defects the customer must do so no later than 14 days after receipt of goods.

In the case of justified claims, we will supply shortages or exchange the goods free of charge. Should we be unable to exchange the goods or the replacement be faulty, we will, as desired by the customer, take the goods back or grant a discount.

In cases of simple negligence our liability shall be limited to cases of breach of fundamental contractual obligations. Our liability is limited in any case to compensation for foreseeable loss.

Place of Fulfillment and Place of Payment
Place of Fulfillment for our supply obligations for deliveries ex works shall be the location of our plant or the respective warehouse from which we supply. Place of Payment is Berlin.

Jurisdiction
Place of jurisdiction is Berlin. German law applies exclusively for all contractual relationships.

Modifications
We reserve the right to make technical modifications and improvements to our products.

Validity
If one of the aforesaid conditions should be or become invalid, this will not affect the validity of the remaining conditions.
Additional agreements, exceptions, amendments and supplements must be confirmed in writing in order to be valid.