GTC

GENERAL TERMS AND CONDITIONS OF PURCHASE:

As the contracting authority, we purchase and conclude contracts for work under the following general terms and conditions of purchase. They apply only to transactions with entrepreneurs and public authorities. We do not recognize any conditions of the supplier/contractor that conflict with or differ from our purchasing conditions unless we have expressly agreed to their validity in writing. If the supplier/contractor confirms our order with conditions that differ from our general purchasing conditions, our General Terms and Conditions of Purchase still apply, even if we do not object to the supplier/contractor's differing conditions. If the supplier/contractor does not agree with this regulation, they must explicitly state this in a separate letter. In this case, we reserve the right to revoke our order without any claims being made against us. Our general terms and conditions of purchase also apply to future purchase and work contracts in which we are the buyer/principal, even if they are not explicitly referred to. We reserve the right to apply special additional conditions for the purchase of machinery and equipment.


I. Offers

Offers must be in writing and are to be submitted free of charge. Preparation costs (e.g., travel, drafting plans) are borne by the supplier/contractor. Offers must contain the information necessary for us to process them, especially our inquiry or order number, our material number, and the name of the handling officer. All documents provided by us (e.g., plans, drawings, calculations, samples, models, data carriers) remain our property. They may not be made accessible to third parties without our express written consent; they are to be used exclusively for our purposes and returned to us unsolicited as soon as they are no longer needed.


II. Written Form

Our orders and all agreements with us require written form.


III. Order Confirmation

Each order must be immediately confirmed by the supplier/contractor, stating the handling officer, the material number, and the order number. If we do not receive the order confirmation immediately, we are entitled to withdraw from the contract without any claims - regardless of the legal reason - being derived against us.


IV. Prices

The prices specified in our order are binding. They include packaging, material certificates according to current standards, certificates of origin, and other approvals such as CE, CSA, UL markings, as well as delivery to the delivery address, customs cleared. Unless separately stated, the legal value-added tax is included in the price. We reserve the right to return packaging material at the supplier/contractor's expense. Invoices must include the delivery address, the name of the handling officer, the order number, our material number, the delivery quantity, the price, and other details necessary for our processing; until this is the case, invoices are not due.


V. Delivery / Manufacturer Obligations

The delivery time and quantity specified in our order are binding. The supplier/contractor is obliged to inform us immediately in writing as soon as they realize that they cannot meet the delivery time, either in whole or in part. If no new delivery time is agreed upon thereafter, we are entitled to withdraw from the contract without the supplier/contractor being able to derive any claims against us. This also applies if the delay is due to official orders, strikes, and/or force majeure. In the event of a delay in delivery, we can demand lump-sum compensation for delay damages amounting to 2% of the delivery value per week, but no more than 10%. The supplier/contractor has the right to prove that no damage or significantly less damage has occurred to us. The assertion of further legal claims, such as withdrawal or compensation for non-performance, remains reserved. For products affected by the Electrical Appliances Act, the supplier/contractor is considered the manufacturer and assumes the obligations associated with the return, in particular registration. We may pass on the registration number up to the end customer.


VI. Shipping

The supplier/contractor is obliged to clearly indicate the delivery location, the order date, the order number, the material number, and the handling officer on shipping documents, delivery notes, consignment notes, package slips, labels, etc. The risk of loss only transfers to us upon receipt of the goods at the destination.


VII. Warranty / Liability for Defects:

The supplier/contractor guarantees that the delivered goods/work are free of defects, comply with legal regulations and official orders. The warranty period is 2 years from the transfer of risk unless the legal warranty period or that of the supplier/contractor is longer. Subject to obvious defects, our legal obligation to immediately inspect and notify defects is waived. The supplier/contractor is obliged to subject the goods to a thorough quality control before delivery. In this respect, our complaints about defects are timely if they are made within two weeks of discovering the defect. For subsequent performance, we can demand, at our discretion, the rectification of the defect or delivery of a defect-free item from the supplier/contractor. If necessary, the supplier/contractor is obliged to bear all expenses necessary for the purpose of subsequent performance. Our statutory claims and rights in the event of defects remain unaffected. In the case of particular urgency, we are entitled to remedy the defects ourselves or have them remedied. This also applies if the supplier/contractor is in default with the warranty. The costs of warranty work initiated by us are borne by the supplier/contractor.


VIII. Product Liability

The product liability of the supplier is governed by statutory provisions. If product liability claims are asserted against us, the supplier is obliged to indemnify us from these claims, including any costs for recall actions, to the extent that the cause lies within their sphere of control and organization and they would be liable in the external relationship. In this respect, the supplier/contractor undertakes to maintain product liability insurance with a reasonable coverage amount. This does not affect our entitlement to further damages.


IX. Retention of Title/Confidentiality

All documents (e.g., drawings, plans, samples, models, computer records, and programs) that we provide to the supplier/contractor remain our property; the documents are to be treated as strictly confidential and returned to us upon first request. The documents may only be used for business transactions with us. The supplier/contractor is not authorized to use our company and our brands. Information that the supplier/contractor receives in the course of executing the order - especially about research and development work and our business activities - is to be kept confidential during and after the termination of the order. Parts provided by us remain our property. Processing and manufacturing are carried out for us. If our provided parts are combined or mixed with foreign objects for us, we acquire co-ownership of this item in proportion to the value of our item to the value of the foreign item.


X. Tools, Molds, and Fixtures

Tools, molds, and fixtures paid for by us in whole or in part are our property/co-property and are only available to the supplier/contractor on loan.


XI. Payment

Invoices must be submitted to us immediately after delivery, accurately marked according to section VI. above, but in no case included with the shipment. Payment is made according to the agreed terms. Our payments do not imply approval of the goods or contractual acceptance. Until complete delivery, we reserve the right to withhold at least 10% of the total invoice amount.


XII. Assignment

The assignment of claims that the supplier/contractor has against us is excluded unless we have previously agreed to it in writing.


XIII. Miscellaneous

The place of performance is the location of our company. This location is also the jurisdiction for all disputes arising from the business relationship with the supplier/contractor. However, we are also entitled to sue the supplier/contractor at their location. The legal relations between the supplier/contractor and us are exclusively subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Should one or more of the above clauses be invalid, this does not affect the validity of the remaining provisions.


GENERAL SALES AND DELIVERY CONDITIONS:

GENERAL:

Sales and other delivery contracts are concluded according to our following general sales and delivery conditions. They apply only to transactions with entrepreneurs and public authorities. The buyer/orderer (hereinafter referred to as the customer) agrees to the applicability of our General Sales and Delivery Conditions upon conclusion of the contract. We expressly object to deviations from our general sales and delivery conditions; they only apply if we have agreed to them in writing. Our General Sales and Delivery Conditions also apply to future sales and other delivery contracts, even if they are not explicitly referred to.


I. OFFERS:

Offer documents such as illustrations, drawings, and dimensional specifications are approximate and non-binding. We reserve the property and copyright to cost estimates, drawings, and other documents. They may not be made accessible to third parties.


II. SCOPE OF DELIVERY / DISPOSAL:

1. Our written order confirmation determines the scope of our deliveries. Protective devices are only included if this is agreed in writing. Side agreements and changes require our written confirmation to be effective.

2. We are entitled to partial deliveries.

3. Electrical accessory devices from other manufacturers delivered with our products can be returned via the regulated disposal route (ÖrE). These manufacturers bear the obligations associated with the return according to the Electrical Appliances Act.


III. PRICES AND PAYMENT:

1. Our prices and the amount owed by the customer after the execution of the order depend on the general development of prices or values for goods and services in the market that directly influence our self-costs for executing the order (such as tariff agreements or changes in material prices). Changes (increases as well as decreases) in such preliminary costs are passed on to the customer to the extent that they affect our prices as cost elements. We will provide the customer with these upon request.

2. If the customer falls into arrears with payments - in the case of agreed installment payments with one installment - entirely or partially, we can, without prejudice to our rights from section VI. No. 3, withdraw from the contract after an appropriate deadline has expired unsuccessfully and demand damages instead of performance.

3. In the event of default in payment, interest on arrears of 8% above the base interest rate is payable. The assertion of higher damages caused by delay remains reserved.

4. The customer's right to offset against our claims is excluded unless his counterclaim is undisputed or has been legally recognized. The customer can only assert a right of retention for claims from the same contract.

 

IV. DELIVERY TIME:

1. Delivery time information is non-binding. Agreed delivery periods start with the dispatch of our order confirmation but not before the receipt of documents, approvals, releases to be obtained by the customer, and an agreed deposit at our premises. The delivery period is deemed to have been met if the delivery item has left the factory by its expiration or if readiness for shipment has been notified.

2. In the event of force majeure or other events making delivery more difficult, the delivery period is extended accordingly. The same applies to delays in the delivery of raw and construction materials, provided these delays significantly influence the completion of the delivery item and are not our responsibility.

3. The customer can set us a reasonable deadline in writing four weeks after exceeding a non-binding delivery date. After the unsuccessful expiry of the deadline, he can withdraw from the contract by written declaration, provided we are responsible for the delay. If the customer delays the shipment, he must pay us storage costs amounting to 0.5% of the invoice amount monthly, starting from the second month.


V. TRANSFER OF RISK AND ACCEPTANCE:

1. We deliver ex works. If the customer is a merchant, the risk passes to him upon notification of readiness for shipment, at the latest upon handover to the forwarder/carrier. The risk passes to other customers upon handover of the goods to the forwarder/carrier. At the customer's request, we insure the items at his expense against breakage, transport, fire, and water damage. Unless the customer organizes the transport himself, we commission the carrier in the name and on behalf of the customer.

2. The customer is only entitled to refuse acceptance of the goods if they obviously deviate from the order.


VI. RETENTION OF TITLE:

1. We retain ownership of the goods delivered by us until all payments from the delivery contract have been received. If the customer is a merchant, we retain ownership of all goods delivered by us until all payments from the business relationship with the customer have been received. The processing and manufacturing of goods delivered by us, still in our ownership, are always carried out on our behalf, without any liabilities arising for us. If the goods in our ownership are mixed, blended, or connected with other items, the customer already transfers his ownership or co-ownership rights in the new item to us and must carefully store the item for us. The customer may only sell the goods in our ownership in the regular course of business, provided he is not in default of payment. He already assigns to us all claims against his purchasers arising from the sale or any other legal reason with all ancillary rights in full as security. The customer remains entitled to collect the claim as long as he does not default on his obligations towards us.

If the value of the securities due to us exceeds the secured claims by more than 20%, we are obliged to release the securities of our choice at the customer's request.

3. For the duration of the retention of title, the customer is entitled to possession and use of the delivery item, provided he fulfills his obligations from the retention of title and is not in default of payment. If the customer defaults on his payment or fails to meet his obligations concerning the retention of title, we can withdraw from the contract after an unsuccessful deadline set by us and demand the delivery item back from the customer.

4. Pledged goods subject to retention of title may only be pledged, assigned as security, rented, or transferred to third parties with our written consent.

5. In the event of third-party access to the reserved goods, particularly in the case of seizure, the customer must immediately notify us in writing and inform the third party about our retention of title. The customer bears the costs for the actual and legal prosecution of our secured ownership, provided they cannot be obtained from third parties.

6. We are entitled to insure the reserved goods against fire, water, and other damages at the customer's expense for the duration of the retention of title unless the customer himself provides proof of sufficient insurance.

7. The customer is obliged to maintain the reserved goods in proper condition during the retention of title and to carry out all necessary maintenance work and repairs immediately.


VII. WARRANTY / LIABILITY FOR DEFECTS:

We are liable for defects in the delivery item, excluding further claims - without prejudice to section IX of these conditions - as follows:

1. The customer must inspect the incoming goods immediately and report defects in writing without delay. If the delivery item was defective at the time of the transfer of risk, we are entitled to choose to remedy the defect (rectification) or deliver a defect-free item (replacement delivery). Replaced parts become our property.

2. The customer is not entitled to remedy defects himself or have them remedied unless we are in default with the rectification of the defect or he is forced to rectify the defect due to urgent operational requirements or imminent danger.

3. In the case of replacement delivery, our warranty is limited to the costs of the replacement part and the shipping costs. These are only borne insofar as they arise within the Federal Republic of Germany. Repair costs incurred abroad are only borne by us to the extent that they would have arisen if the repair location had been within the country.

4. If the rectification or replacement delivery fails for reasons for which we are responsible, or if we culpably fail to meet a deadline set for us for subsequent performance, the customer can - within the framework of the statutory provisions - choose to reduce the contract price or withdraw from the contract.

5. There are no claims for defects in cases of unsuitable or improper use of the delivery item, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, damages resulting from incorrect or negligent handling, improper maintenance, the use of unsuitable operating materials, improper storage, or other circumstances for which the customer or third parties are responsible.


VIII. LIMITATION:

All customer claims for defects expire one year after the transfer of risk. For intentional or fraudulent conduct and claims under the Product Liability Act, the statutory periods apply. The statutory periods also apply in the event of culpable injury to life, body, and health.


IX. LIABILITY:

1. Unless otherwise stated below, our liability - regardless of the legal reasons - is excluded. We are not liable for damages that did not occur on the delivery item itself, in particular, we are not liable for lost profit or other financial losses of the customer.

2. This exclusion of liability does not apply in cases of intent and gross negligence. It also does not apply to defects that were fraudulently concealed or whose absence was guaranteed, as well as in the event of culpable injury to life, body, and health.

3. If we negligently breach a contractual obligation, our liability is limited to the foreseeable damage.


X. MISCELLANEOUS:

The place of performance is the location of our company. This location is also the exclusive jurisdiction for all disputes arising from the business relationship if the customer is a merchant. However, we are also entitled to sue the customer at his location. The relations between the customer and us are exclusively subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Should one or more of the above clauses be invalid, this does not affect the validity of the remaining provisions.


REPAIR CONDITIONS

We conclude repair contracts exclusively under the following repair conditions (hereinafter: AGBR). By placing an order, the customer agrees to the applicability of our AGBR. If our offer is confirmed by the customer in a manner that deviates from this, our AGBR still apply, even if we do not object. Deviations from our AGBR only apply if they have been expressly acknowledged by us in writing. If the customer does not agree with the aforementioned handling, he must explicitly indicate this in a separate letter. In this case, we reserve the right to withdraw the offer without any claims being made against us. Our AGBR also apply to future contracts, even if they are not explicitly referred to.

 

I. GENERAL

1. Every repair order requires our written confirmation and becomes binding only with it.

2. Repairs are generally carried out in our workshops. For all work outside our workshops, our conditions for the dispatch of service personnel apply in addition to the AGBR.

3. We are authorized to search for faults and carry out repairs, taking into account the economic interests of the customer. If the customer makes specific statements about the damage to be repaired and/or about the nature, scope, or execution of the repair (limited repair order), we are entitled to withdraw from the contract if the repair item shows further faults that are safety-relevant or that call into question the success of a limited repair. In the event of withdrawal, the customer must reimburse the costs of fault diagnosis.

4. When repairing third-party products, we are entitled to have the repair carried out by the manufacturer or a third party that appears suitable to us. If it only becomes apparent after the order confirmation that third-party products are to be repaired, we are entitled to withdraw from the contract.

5. Deadlines, delivery, and repair periods are only effective with our written confirmation. In the event of force majeure and other unforeseeable events, such as war, riot, operational disruptions, strikes, lockouts, the repair period is extended accordingly. The same applies to delayed delivery of raw and construction materials, provided these delays significantly influence the repair duration and are not our responsibility.

6. The customer is responsible for insuring the repair parts.

 

II. PRICES, PAYMENT, DEFAULT, OFFSET, RETENTION, AND LIEN RIGHTS

1. Our prices are understood to be ex our premises, unpacked, plus value-added tax and costs of any required inspections by the TÜV, authorities, or other institutions. Increases in our material, labor, or other costs entitle us to adjust the agreed price appropriately.

2. Repair invoices are to be paid immediately according to the contractual agreements.

3. If the customer falls into arrears with payments - in the case of agreed installment payments with one installment - entirely or partially, we can withdraw from the contract after an unsuccessful deadline has expired and demand damages instead of performance.

4. In the event of payment default, interest on arrears of 8 percentage points above the base interest rate is payable. The customer has the right to prove lower damage, while we are free to assert the actual interest damage.

5. The customer's right to offset against our claims is excluded unless the counterclaim set for offsetting is undisputed or has been legally recognized. The customer can only assert a right of retention if it is based on claims from the same contract.

6. Our entrepreneur's lien secures not only the respective repair costs but also claims from previous repairs and all legally established or undisputed claims from the entire business relationship.


III. SHIPPING, TRANSPORT COSTS, TRANSFER OF RISK

1. Repair items are to be delivered to us carriage paid and will be returned at the customer's expense.

2. The risk transfers to the customer upon notification of readiness for shipment after the repair.

3. The customer bears the transport risk in every case.


IV. WARRANTY / LIABILITY FOR DEFECTS

1. All claims for defects expire one year after delivery of the repaired goods.

2. All defects must be reported to us in writing immediately, at the latest within one week of their discovery.

3. We will rectify defects in the repairs as part of subsequent performance. If subsequent performance fails, the customer can demand a reduction in remuneration or withdraw from the contract. We provide a warranty for spare parts according to our General Sales and Delivery Conditions. We are entitled to scrap exchanged parts unless the customer explicitly requests the return of the parts with the order. The customer bears the shipping costs.

4. Warranty claims are excluded in cases of unsuitable or improper use or treatment, incorrect assembly or commissioning by the customer or third parties, excessive strain, faulty construction work or unsuitable construction ground, chemical, electrochemical, or electrical influences.

5. The customer is not entitled to remedy defects himself or have them remedied by third parties unless we are in default with the rectification of the defect or he is forced to rectify the defect due to urgent operational requirements or imminent danger.

6. If the customer or a third party makes interventions on the repair item without our prior written consent and without a case of IV. 5 being present, our warranty obligation expires.

7. If the return of the repair item is delayed at the customer's request or due to circumstances for which we are not responsible, we are not liable for damages due to storage, unless we caused them intentionally or through gross negligence.


V. LIABILITY

1. Unless otherwise stated below, our liability - regardless of the legal reasons - is excluded. We are not liable for damages that did not occur on the delivery item itself. In particular, we are not liable for lost profit or other financial losses of the customer.

2. This exclusion of liability does not apply in cases of intent and gross negligence. It also does not apply to defects that were fraudulently concealed or whose absence was guaranteed, as well as in the event of culpable injury to life, body, and health.

3. If we negligently breach a material contractual obligation, our liability is limited to the foreseeable damage.


VI. WITHDRAWAL

1. Unforeseen events according to section I, 5, and a subsequently emerging impossibility of the repair that we are not or only slightly negligently responsible for, entitle us to withdraw from the contract. The customer's claims for damages in these cases are excluded.

2. The customer can withdraw from the order if we have indicated to him that

   a) the profitability of the repair is doubtful or

   b) the repair costs exceed a fraction of the new price specified by the customer before carrying out the order.

The withdrawal must be declared immediately, stating whether the repair item is to be returned at the customer's expense or scrapped. In any case, the customer is obliged to reimburse any disassembly or examination costs incurred by us.


VII. MISCELLANEOUS

The place of performance is the location of our company. This location is also the exclusive jurisdiction for all disputes arising from the business relationship if the customer is a merchant. However, we reserve the right to sue the customer at his location. The relations between the customer and us are exclusively subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Should one or more of the above clauses be invalid, this does not affect the validity of the remaining provisions.