I. General

The buyer acknowledges that the sales, delivery, and payment terms listed below are essential components of the contract concluded with the supplier.

II. Scope of Deliveries or Services

The scope of deliveries or services is determined by the mutual written declarations of both parties. If a contract has been concluded without such mutual declarations, either the supplier's written order confirmation or, if none has been provided, the buyer's written order shall prevail.

1. The provisions of the Association of German Electrical Engineers apply to all deliveries or services, insofar as they pertain to the safety of the deliveries or services. Deviations are permitted provided that the same level of safety is ensured by other means.
2. The supplier reserves all ownership and copyright exploitation rights to cost estimates, drawings, and other documents without restriction; they may only be made accessible to third parties with the supplier's prior consent.
3. The scope of the delivery is measured according to the supplier's written order confirmation. If none has been provided, the delivery note serves as the order confirmation.
4. Side agreements are only effective if they are confirmed in writing.

III. Price

Prices are net, plus statutory VAT. They are ex works and do not include packaging, freight, postage, insurance, and other incidental costs.
Sample specimens and similar preliminary work initiated by the buyer will be charged, even if the order is not placed.

IV. Retention of Title

The goods remain the property of the supplier until all claims against the buyer arising from the business relationship have been fulfilled. Before that, pledging or securing the goods is prohibited, and resale is only permitted to resellers in the ordinary course of business provided that the reseller receives payment from their customer. Any costs from interventions are borne by the buyer.

V. Payment Terms

1. Payments are to be made free of the supplier's payment location.
2. The buyer may only set off claims that are undisputed or legally established.
3. If payment terms are not met or there are justified doubts about the buyer's creditworthiness, the supplier may demand advance payments and other payments for all outstanding, including not yet due invoices, retrieve unpaid deliveries at the buyer's expense, and terminate the contract without notice.

VI. Deadline for Deliveries or Services

1. Deadlines for deliveries are only binding if expressly and in writing confirmed by the supplier. Their compliance requires that the buyer has fulfilled their contractual obligations, made agreed advance payments, and met other pre-delivery and cooperation obligations. Another condition for compliance is the correct and timely self-supply by sub-suppliers, provided the supplier has selected them with the diligence customary in commercial transactions.
2. The deadline is considered met if the operationally ready shipment has been sent or picked up within the agreed delivery or service period. If delivery is delayed due to reasons attributable to the buyer, the deadline is considered met upon notification of readiness for shipment within the agreed period.
3. If non-compliance with the deadline for deliveries or services is demonstrably due to mobilization, war, unrest, strike, lockout, or the occurrence of unforeseeable obstacles, the deadline will be reasonably extended. The same applies if these circumstances affect a subcontractor.
4. If the supplier is in default and has let a deadline set by the buyer lapse unused, the buyer has the right to withdraw from the contract. Claims for damages due to non-fulfillment cannot be asserted unless the default is due to intent or gross negligence by the supplier.
5. If shipping or delivery is delayed at the buyer's request, storage fees of 1½% of the invoice amount for each commenced month may be charged to the buyer starting one month after notification of readiness for shipment. Storage fees are limited to 5%, unless higher costs are proven.
6. For call-off orders, the call-off period for the total order is 1 year from the supplier's confirmation date. The buyer must communicate each call-off no later than 4 production weeks in advance. If a complete call-off is not made by the deadline, the supplier may choose to fulfill the order after prior notification or withdraw from the contract. Any claims for damages remain unaffected.

VII. Transfer of Risk

1. The risk transfers to the buyer upon delivery of the goods to the carrier, even if free shipping or self-collection has been agreed upon, and the operationally ready shipment has been sent or picked up.
2. In the absence of other agreements, the supplier chooses the packaging, shipping route, and shipping method. The buyer bears the costs for packaging.
3. If shipping or delivery is delayed at the buyer's request or for reasons attributable to them, the risk transfers to the buyer during the delay period. However, the supplier is obliged to arrange the requested insurances at the buyer's request and expense.

VIII. Acceptance

1. Delivered items must be accepted by the buyer, even if they have minor defects.
2. Partial deliveries are permitted.

IX. Liability for Defects
The supplier is liable for defects, including the absence of guaranteed properties, as follows:

1. The supplier may, at its choice, remedy free of charge, deliver new goods, or provide new services for all parts or services that become unusable or whose usability is significantly impaired within 24 months regardless of operating time from the day of risk transfer due to a circumstance existing before the risk transfer, particularly due to faulty design, poor materials, or defective execution. Such defects must be reported to the supplier in writing without delay, and the goods must be sent to the supplier for inspection.
2. To remedy defects, the buyer must grant the supplier the necessary time and opportunity at the supplier's reasonable discretion. If the buyer refuses this, the supplier is released from liability for defects.
3. If the supplier allows a reasonable deadline set by the buyer to lapse without remedying the defect, the buyer may demand the rescission of the contract (rescission) or a reduction in the remuneration (mitigation).
4. The buyer must comply with its contractual obligations, particularly the agreed payment terms. If a defect claim is asserted, the buyer may withhold payments to the extent that they are reasonably proportional to the defects that have occurred.
5. Liability for defects does not apply to natural wear and tear, nor to damages that occur after the risk transfer due to faulty or negligent handling, non-compliance with the supplier's regulations, excessive use, unsuitable operating equipment, and such chemical, electrochemical, or electrical influences that are not expressly assumed by the contract or if the defect is due to the use of the buyer's supplies.
6. Liability for the consequences arising from improper modifications and repairs carried out by the buyer or third parties without the supplier's prior consent is voided.
7. The warranty period is 3 months for remedies, 6 months for replacement deliveries. It runs at least until the end of the original warranty period for the supplied item. The defect liability period is extended by the duration of any operational interruption caused by the need for remedies, replacement deliveries, or substitute services.
8. The provisions on warranty periods in clauses 1 and 7 do not apply insofar as the law mandates longer periods.
9. Further claims of the buyer against the supplier and its vicarious agents are excluded, particularly a claim for compensation for damages that did not occur to the delivered item itself. This does not apply insofar as, for example, liability is mandatory in cases of personal injury or damage to privately used items under the Product Liability Act or in cases of intent, gross negligence, or the absence of guaranteed properties.
10. Clauses 1 to 10 apply correspondingly to such claims of the buyer for remedy, replacement delivery, or damages resulting from proposals or consultations carried out within the framework of the contract or from the violation of contractual ancillary obligations.

X. Impossibility, Contract Adjustment

If the supplier or buyer becomes impossible to deliver or perform the obligation owed to them, the general legal principles apply with the following stipulation:
The buyer is entitled to demand damages in cases of intent or gross negligence by the supplier. However, the buyer's claim for damages is limited to 10% of the value of the part of the delivery or service that cannot be put to useful operation due to the impossibility. The buyer's claims for damages exceeding the aforementioned limit of 10% are excluded. This does not apply insofar as liability is mandatory in cases of intent or gross negligence. The buyer's right to withdraw from the contract remains unaffected.
If unforeseen events within the meaning of Section V, Clause 3, Paragraph 1 significantly change the economic significance or content of the delivery or service or significantly affect the supplier's operations, the contract will be appropriately adjusted as far as it complies with good faith. If this is not economically feasible, the supplier has the right to withdraw from the contract. If the supplier wishes to exercise this right, they must inform the buyer immediately upon recognizing the significance of the event, even if an extension of the delivery time was initially agreed upon with the buyer.

XI. Other Claims for Damages

Claims for damages by the buyer arising from positive breach of obligations, from the breach of duties during contract negotiations, and from unlawful acts are excluded. This does not apply insofar as, for example, liability is mandatory in cases of personal injury or damage to privately used items under the Product Liability Act or in cases of intent or gross negligence. This limitation of liability applies correspondingly to the buyer.

XII. Jurisdiction
 

1. The sole place of jurisdiction is, if the buyer is a full merchant, for all disputes arising directly or indirectly from the contractual relationship, at the supplier's headquarters or branch as chosen by the supplier.
2. German law exclusively applies to the contractual relationships, excluding the uniform UN sales law (CISG).

XIII. Binding Nature of the Contract

The contract remains binding in its remaining parts even if individual points are legally ineffective. This does not apply if adhering to the contract would constitute an unreasonable hardship for one party.