General Terms and Conditions of Sale (GTCS)

1.1

These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers. They shall only apply if the customer is an entrepreneur (§ 14 German Civil Code – BGB).

1.2

Our GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall also apply if the customer refers to its own terms and conditions in the course of the order and we do not expressly object to them.

1.3

These GTCS apply to contracts for the sale and/or delivery of our products as well as related services and the manufacture of fixtures/molds, which remain the property of EM-Technik Solutec GmbH. It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, these GTCS shall also apply as a frame-work agreement to similar future contracts in the version valid at the time of the buyer’s order or last communicated to the buyer in text form, without the need to refer to them again in each individual case.

1.4

Individual agreements made with the customer in specific cases (including side agreements, supplements and amendments) and information in our order confirmation shall take precedence over these GTCS. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.5

Legally relevant declarations and notifications by the customer with regard to the contract (e.g. notices of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter or email). Further statutory formal requirements and additional evidence (if necessary in case of doubts about the legitimacy of the declaring party) remain unaffected.

1.6

References to the applicability of statutory provisions are for clarification purposes only. The statutory provisions shall apply—even if no such clarification is made—unless they are modified or excluded by these GTCS.

2.1

Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with technical documentation (e.g. drawings, plans, calculations, references to DIN standards) and other product descriptions or documents (also in electronic form). We retain ownership and copyright to all documents provided to the customer in connection with the placing of the order. These documents may not be made accessible to third parties unless we have given our express written consent.

2.2

The order of goods by the buyer shall be deemed a non-binding offer to conclude a contract pursuant to § 145 BGB. Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt.

2.3

Acceptance of the contractual offer may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer. If we do not accept the buyer’s offer within the period specified in clause 2.2, the documents transmitted to the buyer must be returned to us without delay.

3.1

Unless otherwise agreed in writing in individual cases, our prices valid at the time of conclusion of the contract shall apply EXW Remscheid, excluding packaging, uninsured, plus statutory VAT. Shipping and packaging costs will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in labor, material, and distribution costs for deliveries made 3 months or more after conclusion of the contract.

3.2

Payment of the invoice amount must be made exclusively to the account specified on our invoices. Cash discounts are only permitted if expressly agreed in writing.

3.3

Unless otherwise agreed, the invoice amount shall be due for payment within 14 days net from the invoice date. However, even within an ongoing business relationship, we are entitled at any time to make delivery in whole or in part only against advance payment. We shall declare such a reservation at the latest with the order confirmation.

3.4

The customer shall be in default upon expiry of the above payment period. During the period of default, interest shall be charged on the invoice amount at the applicable statutory default interest rate pursuant to § 288 (2) BGB, i.e. nine percentage points above the base interest rate. We reserve the right to claim further damages for default. In relation to merchants, our claim to commercial maturity interest pursuant to § 353 HGB remains unaffected.

3.5

If, after conclusion of the contract, it becomes apparent that our claim to payment is jeopardized due to the customer’s inability to perform (e.g. application for insolvency proceedings), we shall be entitled to refuse performance and to withdraw from the contract in accordance with statutory provisions (§ 321 BGB), as EM-Technik Solutec GmbH manufactures non-fungible goods (custom-made products). Statutory provisions regarding the dispensability of setting a deadline remain unaffected.

The buyer shall only be entitled to set-off or retention rights if its claim has been legally established or is undisputed and is based on the same contractual relationship. In the event of defects in the delivery, the buyer’s counter-rights, in particular pursuant to clause 8.6 sentence 2 of these GTCS, shall remain unaffected.

5.1

The delivery period shall be agreed individually or specified by us upon acceptance of the order.

5.2

If we are unable to meet agreed delivery deadlines for reasons beyond our control, we shall inform the customer accordingly and at the same time communicate the expected new delivery date. If delivery is still not possible within the new delivery period due to unavailability of performance, we shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer (e.g. down payments) shall be reimbursed. Non-availability may arise, for example, from delayed self-supply by our sup-pliers, disruptions in the supply chain (e.g. due to force majeure), or if we are not obliged to procure in individual cases.

5.3

Whether a delay in delivery exists shall be determined in accordance with statutory provisions. However, a reminder by the customer is required for us to be in default.

6.1

Delivery shall be made ex warehouse Remscheid (place of performance). Unless otherwise agreed, we may determine the method of shipment (packaging, shipping route, transport company).

6.2

The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery. In the case of shipment, the risk passes already upon delivery of the goods to the carrier. If acceptance has been agreed, it shall be decisive for the transfer of risk. Statutory provisions of contract for work and services law remain unaffected. Delivery or acceptance shall be deemed equivalent if the customer is in default of acceptance.

6.3

If the customer is in default of acceptance or if delivery is delayed for reasons attributable to the customer, we shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). In such case, we shall charge a lump-sum compensation per calendar day.

6.4

Further statutory claims and proof of higher damages remain unaffected; the lump sum shall be offset against further monetary claims. The customer may prove that no damage or significantly less damage has occurred.

7.1

We retain title to the delivered goods until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship.

7.2

Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment. The customer must notify us immediately in writing if insolvency proceedings are initiated or if third parties access the goods.

7.3

In the event of breach of contract, especially non-payment, we are entitled to withdraw from the contract and/or demand return of the goods.

7.4

The customer is entitled, until revoked, to resell and/or process the goods in the ordinary course of business.

7.5

The customer must treat the goods with care as long as ownership has not yet passed.

8.1

Statutory provisions apply unless otherwise stated.

8.2

Agreed product characteristics define liability.

8.3

No liability for known defects (§ 442 BGB).

8.4

Inspection and notification obligations apply (§§ 377, 381 HGB).

8.5

We may choose remedy (repair or replacement).

8.6

Customer must allow inspection and return defective goods.

8.7

No obligation for installation/removal unless agreed.

8.8

Costs covered only if defect exists.

8.9

Self-remedy only in urgent cases.

The general limitation period for defect claims is one year from delivery, deviating from § 438 (1) no. 3 BGB. If acceptance is agreed, the period begins upon acceptance.

10.1

Liability is governed by statutory provisions.

10.2

Withdrawal only if we are responsible for breach.

10.3

Termination rights of the buyer are excluded unless legally required.

11.1

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2

Place of jurisdiction is Remscheid for merchants and legal entities.

11.3

We may also bring actions at the place of performance or at the customer’s general place of jurisdiction.