§ 1 Scope of Application
(1) These sales conditions apply exclusively towards entrepreneurs, legal entities under public law or public special funds in the sense of § 310 para 1 German Civil Code. We only accept orderer's conditions that are contrary or deviating from our sales conditions if we expressly agree to their application in writing.
(2) These sales conditions also apply for any future transactions with the orderer where they are legal transactions of similar kind.
§ 2 Offer and Closing of the Contract
Where an order is to be considered an offer pursuant to § 145 German Civil Code, we can accept it within two weeks.
§ 3 Provided Documents
We reserve title and copyright in any documents submitted to orderer in connection with placing of the order, such as calculations, drawings, etc. Such documents must not be made accessible to third parties unless we have given orderer our express written consent. If we do not accept orderer's offer within the period pursuant to § 2, such documents shall be returned to us without delay.
§ 4 Prices and Payment
(1) Unless something to the contrary is agreed in writing, our prices shall apply ex works, excluding packaging and including VAT at the respective applicable amount. Packaging costs shall be invoiced separately.
(2) Payment of the purchasing price shall be to the account indicated below exclusively. Deduction of discounts shall only be permissible after special written agreement.
Sontheim Industrie Elektronik GmbH
Bank code: 733 500 00
Acc.-No.: 48 942
IBAN: DE 18 7335 0000 0000 0489 42
(3) If nothing else is agreed, the purchasing price shall be payable within 30 days of delivery. Default interest may be charged at an amount of 8 % above the respective base interest rate p.a. Assertion of higher default damage shall be reserved.
(4) Where no fixed price agreement was made, appropriate price changes due to changed wage, material and sales costs shall be reserved for deliveries occurring three months or more after closing of the contract.
§ 5 Rights of Set-Off and Retention
Orderer shall only have a right of set-off if his counter-claims are legally determined or undisputed. He shall only have a right to exert any right of retention where his counter-claim is based on the same contractual relationship.
§ 6 Delivery Time
(1) Commencement of the delivery time indicated by us requires timely and proper compliance with the orderer's obligations. Objection of unfulfilled contract shall be reserved.
(2) If orderer enters default of acceptance or culpably violates any other obligations to contribute, we shall have the right to demand being reimbursed for any damage incurred by us from this, including any additional expenses. Further claims are reserved. Where the above requirements are present, the risk of accidental destruction or accidental deterioration of the purchased object shall pass to orderer at the time at which he entered into default of acceptance or debtor's delay.
§ 7 Passing of Risk at Shipping
If the goods are sent to orderer at his request, the risk of accidental destruction or accidental deterioration of the goods shall pass to orderer at dispatch to order and no later than when the goods leave the plant/storage. This shall apply independently of whether or not the goods are sent from the place of performance and of who assumes the freight costs.
§ 8 Retention of Title
(1) We reserve title in the delivered object until complete payment of any and all claims form the delivery contract. This shall also apply regarding any future deliveries, even if we do not at all times expressly refer to this. We shall have the right to take back the purchased object if the orderer acts in violation of the contract.
(2) Orderer shall treat the purchased object with care while title has not yet passed to him. In particular, he shall insure it at his own expense against theft, fire and water damage sufficiently at the reinstatement value. Where maintenance and inspection work are required, orderer shall have this performed in time at his own expense. Until title passes, orderer shall inform us in writing without delay if the delivered object is seized or otherwise subject to third-party access. Where the third party is unable to reimburse us for the court and out-of-court fees of an action pursuant to § 771 ZPO, orderer shall be liable for the damage incurred by us.
(3) Orderer shall have the right to sell the goods subject to retention of title in his ordinary course of business. Orderer even now assigns purchaser's claims from the further sale of the goods subject to retention of title to us at the amount of the final invoiced amount agreed with us (including VAT). This assignment shall apply independently of whether the purchased goods were sold on without or after being processed further. Orderer shall remain entitled to collect the claim after assignment. Our right of collecting the claim ourselves shall not be affected by this. However, we shall not collect the claim while the orderer complies with his payment obligations from the revenue agreed on, and in particular while no petition is filed for insolvency proceedings and unless orderer ceases payment.
(4) Finishing and processing or conversion of the purchased goods by orderer shall always be in our name and on our order. In this case, orderer's expectant right in the purchased object shall continue regarding the converted object. Where the purchased object is processed together with other objects that we have no title in, we shall acquire joint title in the new object at the ratio of the objective value of our purchased object to the other processed objects at the time of processing. The same shall apply if the object is mixed. If the object is mixed in a way that will make the orderer's object the main object, it is agreed that orderer shall grant us pro-rata joint title and keep the sole or joint title created this way in custody for us. To secure our claims against orderer, orderer shall also assign such claims to us that he incurs against third parties by connecting the goods subject to retention of title with a property; we accept the assignment even now.
§ 9 Warranty and Notification of Defect, as well as Recourse/Manufacturer's Recourse
(1) Orderer's warranty claims shall require that he has complied with his inspection and notifications obligations owed pursuant to § 377 HGB.
(2) Claims from defects expire 12 months after delivery of the goods delivered by us to orderer. The above provisions shall not apply where the law pursuant to § 438 Abs. 1 Nr. 2 German Civil Code (Buildings and Objects for Buildings), § 479 paragraph 1 German Civil Code (Claims to recourse) and § 634a paragraph 1 German Civil Code (construction defect) stipulates longer periods as being mandatory. Our consent is required for any return of the goods.
(3) If in spite of all applied diligence the delivered goods have any defect that was already present at the time of passing of the risk, we shall improve the goods subject to timely notification of the defect or make replacement delivery. We shall always be entitled to an opportunity for subsequent performance within an appropriate period. Claims to recourse shall remain applicable without limitation and not be affected by the above provision.
(4) Claims from defects shall not apply in case of only inessential deviation from the agreed characteristics, inessential impairment of usability, natural wear or tear, and in case of damage that occurred after passing of the risk due to defective or negligent treatment, excessive strain, unsuitable equipment, defective construction work, unsuitable construction ground or due to special outside influences that are not assumed according to the contract. Where the orderer or third parties perform any improper repair work or modifications, there also shall not be any claims from defects to them and any resulting consequences.
(6) Orderer's claims due to expenses required for the purpose of subsequent improvement, in particular transport, travel, work and material expenses, shall be excluded where the expenses increase because the goods delivered by us were subsequently taken to another site than orderer's branch, unless this transport corresponds to its intended use.
(7) Orderer's claims to recourse against us only apply where orderer and his purchaser have no agreements exceeding the statutory mandatory claims to defects. The scope of the claim of recourse of the orderer against supplier shall also be subject to the application of paragraph 6 mutatis mutandis.
§ 10 Miscellaneous
(1) This contract and the complete legal relationships between the parties are subject to the law of the Federal Republic of Germany under exclusion of the UN convention on the international sale of goods (CISG).
(2) Place of performance and exclusive jurisdiction for any disputes from this contract shall be our registered seat where the order confirmation does not indicate anything else.
(3) All agreements made between the parties for performance of this contract are stipulated in writing in this contract.
(4) Where individual provisions of this contract are or become invalid or where there is any gap, the remaining provisions shall not be affected by this. The parties commit to replacing such invalid provision with such legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or to fill the gap.