GTE Industrieelektronik GmbH
Version: Juni 2018
§ 1 Area of validity
The following terms and conditions apply to the business relationship of GTE Industrieelektronik GmbH with its customers. Conditions other than these, in particular general terms of purchase of the customer, do not apply, even if they are not expressly contradicted.
§ 2 Offers, orders
a) The offers of GTE Industrieelektronik GmbH are made without obligation, unless stated otherwise. All agreements between the parties are only effective after written confirmation by GTE Industrieelektronik GmbH.
b) The written confirmation will be replaced by the invoice, if the delivery is executed immediately ex works.
§ 3 Prices
a) The prices are quoted ex works and without packaging, plus the respectively valid value added tax.
b) If there are more than 4 months between contract conclusion and delivery without the responsibility of GTE Industrieelektronik GmbH, GTE Industrieelektronik GmbH may increase the price, taking into account material, labor and other incidental costs. If an agreement with the customer is not reached within 14 days from receipt of the request for modification by GTE Industrieelektronik GmbH, both parties have the right to withdraw from the contract.
§ 4 Shipping and transfer of risk
a) In the absence of deviating agreements, place of performance is the domicile of GTE Industrieelektronik GmbH.
b) The risk passes to the buyer as soon as GTE Industrieelektronik GmbH has handed over the goods to the buyer. If the goods are shipped at the request of the buyer, the risk passes to the buyer as soon as the seller has handed over the goods to the sender. Shipping is always uninsured and on account of the customer.
c) In the absence of deviating agreements, GTE Industrieelektronik GmbH determines the mode of dispatch at its discretion. At the request of the customer, the goods are insured by GTE Industrieelektronik GmbH against transport damage in the amount of the agreed price.
§ 5 Payment
a) The invoices of GTE Industrieelektronik GmbH are to be paid within 30 days from the invoice date. However, GTE Industrieelektronik GmbH can make the delivery dependent on immediate payment.
b) In the event of culpable breach of the payment deadline pursuant to a), GTE Industrieelektronik GmbH shall be entitled to interest in the amount of 9 percentage points above the applicable base interest rate, without prejudice to possible further claims.
c) GTE Industrieelektronik GmbH reserves the right to decide on the acceptance of bills of exchange and checks on a case-by-case basis. The acceptance of bills of exchange or checks is only for the sake of payment. The credit will only be made under customary conditions. For bills of exchange, GTE Industrieelektronik GmbH calculates the bank-standard discount and collection fees. A guarantee for timely collection or for timely protest is not given by GTE Industrieelektronik GmbH.
d) In the event that a bill of exchange or check is not redeemed on time, that there is a delay in payment or other circumstances occur to the customer, which in the opinion of GTE Industrieelektronik GmbH no longer justify a time for payment allowed, GTE Industrieelektronik GmbH has the right to make the complete claim payable, even if bills of exchange or checks have been given.
e) A right of retention of the customer is excluded. Offsetting is only permitted if the counter claim of GTE Industrieelektronik GmbH has been acknowledged in written form.
§ 6 Retention of title
a) GTE Industrieelektronik GmbH retains ownership on all goods delivered until all invoices including all ancillary receivables from the purchaser’s business relations with GTE Industrieelektronik GmbH are paid in full by the purchaser. This also applies if individual claims, or all claims, have been included in an ongoing invoice and the balance has been struck or approved (current account).
b) The customer is entitled to process and sell the goods owned by GTE Industrieelektronik GmbH as part of its properly managed business operations. He is not authorized to dispose of the goods in any other way, such as pledging or transfer by way of security. Of all enforcement measures and other encroachments on the goods, which relate to the possession of the customer to the goods delivered under retention of title by GTE Industrieelektronik GmbH, the customer must inform GTE Industrieelektronik GmbH immediately, and in any way to assist in the intervention.
c) If GTE Industrieelektronik GmbH asserts its claims, the customer has to grant access to the reserved goods, to sort out the goods for GTE Industrieelektronik GmbH and to issue them on request.
d) The extended retention of title shall also apply through a check / bill of exchange procedure which may have been carried out and shall not expire. The retention of title shall only be considered extinguished upon redemption of the bill of exchange.
§ 7 Delivery periods
a) Since GTE Industrieelektronik GmbH is not the manufacturer of the products it distributes, delivery times can only be specified for the goods in stock. For all goods that are not in stock and must be ordered from the manufacturer, GTE Industrieelektronik GmbH only states “estimated delivery dates”. Their non-compliance does not trigger any claims for damages of the customer against GTE Industrieelektronik GmbH, unless the non-compliance is due to a fault of GTE Industrieelektronik GmbH. In this case the regulation of § 10 applies. GTE Industrieelektronik GmbH is obligated to notify the customer in writing of any expected delays in delivery times.
b) If a projected delivery period is delayed to a for the purchaser unreasonable degree, the purchaser shall have the right to set a suitable(min. 3 weeks) follow-up period for GTE Industrieelektronik GmbH and to withdraw in part or completely from the purchasing contract after this period has passed without results. Any other claims of the ordering party shall be excluded, unless the failure to comply with the expected delivery date is based on gross negligence or intent or the failure to comply with the expected delivery date represents a cardinal obligation and this has been at least negligently violated.
c) After exceeding the expected delivery date of more than eight weeks by GTE Industrieelektronik GmbH, both parties have the right to withdraw from the contract.
d) In the case of blanket contracts, GTE Industrieelektronik GmbH has the right to immediately procure the material for the entire order and manufacture the requested order quantity. Possible changes desired by the purchaser can therefore not be considered after the order has been placed, unless agreed otherwise. This section shall apply correspondingly for when GTE Industrieelektronik GmbH procures goods from third parties.
e) For agreements including regular deliveries GTE Industrieelektronik GmbH shall be given call-off purchase orders and allocations with ample time for about the same monthly quantities. If the release order or allocation is not made on time, then GTE Industrieelektronik GmbH is entitled, after setting a reasonable extension period, to dispose the goods and to deliver them or to conclusively refuse the fulfillment of the residual part of the deal and demand compensation.
f) If GTE Industrieelektronik GmbH defaults in performance or delivery or if performance or delivery becomes impossible for whatever reason, the customer shall be entitled to claim for damages only in accordance with the present General Terms and Conditions.
g) Partial deliveries shall be permitted; each delivery shall be considered as its own business transaction.
h) Also in cases of the assumption of costs for tools or other production means, the customer does not acquire ownership or co-ownership of these objects, unless otherwise stipulated.
§ 8 Returns of goods
a) Generally already sold, defect free goods cannot be returned.
b) Any deviation from this requires the written consent of GTE Industrieelektronik GmbH. The value of the returned goods must be individually agreed. Even with unused, undamaged and originally packed goods, the customer is charged an amount of 5% of the value of the goods, but at least € 25.00 for administrative expenses. Other handling costs, such as transport or insurance, the customer has to bear.
c) Warranty claims of the customer remain unaffected by this regulation.
§ 9 Confidentiality
Unless agreed otherwise in writing, the information shared with GTE Industrieelektronik GmbH in the context of the order shall not be considered confidential.
§ 10 Warranty and liability
a) Technical descriptions and other information on the goods are performance descriptions that do not contain any assurance of properties, unless otherwise agreed. GTE Industrieelektronik GmbH assumes the warranty for material and legal defects. It assumes no responsibility for the suitability of the delivered goods for the purpose intended by the customer, provided that there is no material or legal defect.
b) The customer must check the goods immediately after receipt for completeness and proper condition. Visible defects must be reported in written form within 8 working days after receipt at the latest. Proof of the timeliness of the notice of defects shall be the transmission of the message to be stated by the customer.
c) The GTE Industrieelektronik GmbH assumes warranty for defects in equipment and systems for a period of 24 months; as far as the customer proves that the defects complained of were not caused by improper installation or use. The warranty of is made according to GTE Industrieelektronik Gmbh’s choice in the form of repair or replacement.
d) If the rework is impossible or seriously or finally refused, or if it has not occurred within a reasonable period of time or if further rework is not reasonable after the failure of a first rework, the customer can withdraw from the contract or reduce the reimbursement, without prejudice to any claims for damages.
e) For measuring devices, particularly force gauges and slide measuring devices, GTE Industrieelektronik GmbH offers a warranty over 12 months. If the first maintenance and calibration takes place at the property of GTE Industrieelektronik GmbH within the first 12 months, the warranty shall be extended to a total of 24 months.
§ 11 Liability for claims for damages
a) Claims for damages against GTE Industrieelektronik GmbH are hereby excluded. This does not apply to intent or gross negligence of GTE Industrieelektronik GmbH. The exclusion of liability also does not apply in the case of culpable breach of essential contractual obligations. In case of culpable violation of essential contractual obligations as well as gross negligence, GTE Industrieelektronik GmbH is only liable for contractually typical and foreseeable damages.
b) The present disclaimer does not apply to injury to life, body and health. In this case, there are no limits for a claim for damages. The same applies to claims arising from the Product Liability Act.
§ 12 Rights of use to software
a) The rights of use for copies and distribution are transferred to the customer with the completion of the development of the object and the final creation of design plans and are valid without any restriction unless agreed otherwise. Information about the author is to be removed if so requested by GTE Industrieelektronik GmbH.
b) Drafts and preliminary results are the intellectual property of GTE Industrieelektronik GmbH and may not be processed further and/or passed on to third parties without written consent.
§ 13 Other
a) If the ordering party does not fulfill its obligations from the business relationship with GTE Industrieelektronik GmbH, further deliveries may be withheld and damages for noncompliance may be claimed.
b) Place of fulfillment and exclusive place of jurisdiction for all claims resulting from ongoing business relationships shall be Viersen, Germany. This clause is also applicable for actions on checks and bills of exchange.
c) Any business relationships conducted by GTE Industrieelektronik GmbH shall only be subject to German law and under exclusion of German international private law.
§ 14 Export control regulations
The delivered goods are subject to German export control regulations and em-bargo provisions. Re-export from the Federal Republic of Germany is only possible with the consent of the Federal Office for Economic Affairs and Export Control in Eschborn/Taunus, Germany, and the Office of Export Control in Washington, USA. The purchaser is responsible for adhering to the applicable regulations to the end consumer.
§ 15 Special provisions towards consumers
If the customer is not an entrepreneur or if he receives the services of GTE Industrieelektronik GmbH for his non-business area, the present regulations of § 2 b), § 3, § 4, § 5 b) and e), § 6, § 7 § 10 and § 13 do not apply.
a) Instead of § 2 b) the customer receives a confirmation about the contractual contents before shipment of the goods.
b) By way of derogation from § 5 b) debtor’s delay occurs when a reminder has been made or the term of payment has been exceeded for more than 30 days. The amount of interest in this case is 5 percentage points above the respective base interest rate. The exclusion of the right of retention as well as the set-off prohibition do not apply.
c) The provision of § 10 shall apply with the proviso that a warranty of 24 months is granted for each delivery and that the obligation to notify under paragraphs b) and c) does not apply.
d) The provisions of the retention of title pursuant to § 6 shall apply with the proviso that the retention of title relates exclusively to the delivered goods and claims arising from this delivery.
§ 16 Right of Withdrawal
If you are a consumer, you have a legal right of withdrawal as described in the cancellation policy. You can withdraw your contractual declaration within 14 days without giving reasons (for example by letter, fax or e-mail). GTE Industrieelektronik GmbH will give you all the payments it has received from you, including the delivery costs (except for the additional costs arising from the fact that you have chosen a different type of delivery than the cheap standard delivery offered by us repay immediately and no later than 14 days from the date of receipt of the withdrawal. The customer bears the direct costs of returning the goods. The customer is liable for a possible loss of value of the goods only if this loss of value is due to a not necessary for determining the nature, condition and functionality of the goods dealing with them. A complete instruction on the consumer’s right of withdrawal can be found here: