In the following General Terms and Conditions (GTC) any and all wordings mentioned as follows shall have the following meaning:
- Purchaser or Buyer is the one ordering the goods and not the one named on the receiving address.
- Seller is always DH electronics GmbH no matter who actually sends or delivers the goods.
- General Terms and Conditions (GTCs) are the goods and services contract conditions mentioned herewith between purchaser and seller.
- Goods are the products to be supplied by the seller according to these GTCs of the goods and services contract.
- Warranty is the limited warranty given by the seller in relation to the products and goods referred to in section 4 of these GTCs.
- These GTCs are applicable only and exclusively in B2B business.
1.1 General or other terms and conditions of purchase of the Purchaser shall under no circumstances be part of the contract (including all terms and conditions communicated by the purchaser in the context of an order, such as in the context of an order confirmation, specifications or other documents containing general rules for purchasing and delivery of goods).
1.2 These GTCs apply to all business relations of the Seller with the Purchaser to the purchase of Goods.
1.3 When mentioning the words "written" or "written" in these terms and conditions, this means a written statement by fax, e-mail, post or legally valid electronic signature.
2.1 Information in data sheets, brochures, etc. are only for guidance and are not binding for the Seller.
2.2 The Seller is not obliged to provide any information regarding the use of the Goods intended by the Buyer or due to the circumstances under which the Goods are used by the Buyer.
2.3 The Seller is entitled to terminate any negotiations with the Buyer at any time, without compensation being due. The Seller is not obliged to continue the negotiations.
2.4 These GTCs shall be deemed to be agreed between the Seller and the Buyer and included in the goods and services contract if the Seller accepts in writing the Buyer's order or if the Seller begins to execute the Buyer's order and informs him in writing.
2.5 The Seller is entitled to reject in writing, in whole or in part, any order from the Buyer within 14 days after receiving such an order, without any compensation from the Seller being due.
2.6 Verbal promises or agreements are only binding if confirmed in writing by the Seller.
3.1 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered from the country of the Seller.
3.2 Unless otherwise agreed in writing with the Seller, the Buyer has sole responsibility for complying with the laws or regulations governing the export of the Goods from the country of the Seller, the export and its import into the country of destination to be delivered and for the payment thereof duties, taxes and other state taxes on the Goods.
3.3 The Seller assumes no liability in connection with the shipment of the goods after exceeding the border of the country of the Seller resulting from the actions or omissions of a Buyer or carrier nominated by the Buyer and / or by the eventual omission, the shipment of the Goods or to insure part of it.
3.4 The delivery times given by the Seller are for guidance only and are not meant as a firm announcement. If no data is provided for delivery, delivery will be made within a reasonable time. The Seller is only in default after receipt of a written reminder, which must include a delay in setting and a reasonable period for the delivery and the request for fulfillment.
3.5 The Buyer takes all necessary precautions for receiving the Goods when they are tendered for delivery. If, for any reason, the Buyer does not accept the delivery of Goods, if they are available for shipment or if the Seller can not deliver the Goods on time, as the Buyer has not provided adequate instructions or documentation for the correct delivery or between the parties agreed delivery schedule does not meet within the agreed time, then the following applies:
a. The risk of the Goods passes to the Buyer at this moment of taking note of these circumstances and / or the need-to-know-knowledge. Exceptions to this transfer of risk to the Buyer apply only in the event that either the Seller has acted grossly negligently or intentionally; and
b. The Goods are considered delivered; and
c. The Seller has the right to store the Goods until a reasonable time, whereas the Buyer is responsible and liable for all associated costs and expenses (including storage and insurance); and
d. The Buyer is from the above mentioned time of knowledge or need-to-know-knowledge in default of acceptance.
3.6 The Seller reserves the right to make partial deliveries and charge separately, e.g. in terms of each rate. If installment delivery is agreed or the Seller exercises his right to reasonable partial deliveries and there are delays in delivery or multiple delivery rates for any reason, the Buyer is not entitled to damages.
3.7 As long as ownership of the Goods passes to the Buyer with reservation, the Buyer shall:
• keep the Goods on a fiduciary basis subject to retention of title;
• keep the Goods separate from those of the Buyer and third parties at no cost to the Seller and keep them properly stored, protected and identified as the property of the Seller;
• do not destroy or disfigure the Goods, even during installation, or obscure the brand or packaging on or in relation to the Goods;
• maintain the Goods in a satisfactory condition and adequately insure them if the Seller so wishes. The Seller may request the submission of the corresponding insurance policy.
4.1 The Seller warrants the Goods sold for defects in material or workmanship in accordance with the separate warranty terms for the Products in question from the date of purchase by the Seller under the following conditions, with no Warranty given by the Seller in the absence of mentioning a Warranty period:
4.1.1 The Goods are used in accordance with the instructions and parameters stated in the respective operating instructions and any related technical documents.
4.1.2 The Warranty begins from the date on which the Product is installed or purchased, or from the date stated on the bill of sale relating to the Goods, whichever occurs earlier.
4.1.3 The warranty covers defects identified as a result of defects in materials and / or workmanship during the Warranty period and reported to the Seller during the Warranty period in writing in a verifiable and provable manner with a precise error description.
4.1.4 The Warranty does not apply if one or more of the following occurs:
18.104.22.168 The defect of the Goods, due to their nature, may have been caused only by misuse, wrong, improper treatment or by improper installation, e.g. by exceeding the limits for temperatures and voltages;
22.214.171.124 The Goods have been combined with products not supplied by the seller;
126.96.36.199 The Goods have been modified without the prior consent of the Seller;
188.8.131.52 The Goods have been used under conditions other than those specified in the respective product brochures or manuals;
184.108.40.206 The original identification information of the Goods has been changed, made illegible or deleted, or
220.127.116.11 The Goods have been installed or otherwise processed by personnel who have not been authorized by the Seller if installation to the scope of delivery has additionally been agreed in writing.
4.1.5 This Warranty does not apply to the following cases:
18.104.22.168 For normal wear of components when used under normal operating conditions;
22.214.171.124 For the natural degradation of life of the parts during the normal operation of the Goods;
126.96.36.199 For slight deviations from the target condition which have no effect on the value and functionality of the Goods; and
188.8.131.52 For Goods not manufactured by the Seller.
184.108.40.206 For damage and/or failure resulting from force majeure, overvoltage damage, improper use and handling, transportation or use in breach of applicable national and international (IEC) standards for electrical installations.
220.127.116.11 For damage caused by the electrical supply situation that exceeds the specified limits of relevant standards.
4.1.6 Defective Goods must be reported to the Seller as defective in writing within 14 days of delivery, so that the claim for repair (of the Goods or the part concerned) under the Warranty can be approved by the Seller free of charge, including return.
4.1.7 The remedying of defects covered by the Warranty is at the discretion of the Purchaser, either by repair of the defective Product or, subject to availability, by exchange with the same model or a later model of the Product. Furthermore, employees of the Purchaser or commissioned assessors may be granted access to the object for checking the installation after a written appointment.
4.1.8 This Warranty covers only parts or new consumables available from the manufacturer and/or manufactured on the market at the time of servicing.
4.2 The Seller only guarantees that the Goods are delivered according to the description of the Seller.
4.3 The Seller is authorized from time to time to make changes to the specification of the Goods required to comply with the mandatory laws and regulations governing the nature or quality of the raw materials and/or materials in the delivered Goods, which are not materially affect the quality or suitability for a particular purpose of the goods.
4.4 Any other than the above mentioned or any other guarantee is expressly excluded.
4.5 The Seller reserves the right to change the terms of the Warranty without prior notice and then inform the Buyer.
5.1 The Buyer is obliged to inspect the Goods upon delivery in order to assess whether they correspond to the descriptions and are free from defects. The Buyer is obliged to notify the Seller in writing of an alleged defect as soon as possible and in any event within 14 days of delivery of the Goods or within such period in which the defect or deviation could reasonably be known to inform. If this is not done, the Goods shall be considered as finally accepted in accordance with these GTCs and as free of defects.
5.2 The Goods in question may be inspected by the Seller in its condition at the time of the notice of defects in accordance with Article 5.1. If a claim of the Buyer under this article 5 is justified by the Seller, the Seller in the exercise of the Warranty claim in the choice of repair only in its sole discretion without claim of the Buyer to a concrete rectification, ie the Seller decides itself, either to deliver the missing part or to set the quantity or to repair the delivered Goods or to credit the Buyer. Likewise, the pro-rata part of the purchase price for the Goods in question may be repaid. The Buyer is obliged to give the Seller instructions regarding the storage and/or return of the Goods in case of replacement. All returns must be made after the return procedure in accordance with Article 6.
5.3 There is a Warranty period of 12 months.
6.1 All returns must be made in accordance with this return policy. Before returning the Goods, the Buyer has explicitly received a "go" from the Seller about the place of return. When this happens, the Seller will send a Return of Material Approval (RMA) to the Buyer.
6.2 Goods returned without RMA are either refused or all costs associated with the return are borne by the Buyer. The Seller assumes no liability for loss or damage to Goods whose return has not been approved in advance by the Seller (including liability for loss or damage caused negligently by the Seller).
6.3 All returns must be in their original condition, along with their original packaging. The Buyer is obliged to pay a fee for damage to the Goods or missing signs or damage to the packaging or missing parts.
6.4 Except for Goods returned under Warranty or following a complaint under Article 5, all applications for return must be made within 30 days of the date of the invoice for sale and the Buyer shall bear all costs and charges for all applicable freight charges, taxes and other duties and taxes associated with the return.
6.5 Letter of credits may only be made available for authorized returns at the discretion of the Seller.
6.6 The Seller is entitled to charge a processing fee for the return of Goods to which the Buyer is liable under these GTCs.
7.1The liability rules set out in these GTCs, in particular the provisions set out in Articles 3, 4 and 5, constitute the exclusive extent of liability to the extent permitted by the law and the responsibility of the Seller with respect to the Buyer (including any and all liability for Acts or omissions of its employees, agents and subcontractors), in particular with regard to:
a. Any violation of these GTCs;
b. Any use or resale by the Purchaser of the Goods or a Product included in other products; and
c. Any representation, statement or liability for tort or omission, including but not limited to, negligence or conditionality.
7.2 All other warranties, promises or liabilities are excluded as far as legally possible.
7.3 Nothing in these GTCs excludes or limits the Seller's liability for:
a. A negligence caused by the Seller, death or personal injury
b. Any circumstances where it would be illegal to exclude or to try to limit the liability of the Seller or
c. For fraud or fraudulent misrepresentation.
7.4 With respect to the provisions in Articles 7.2 and 7.3 mentioned in these GTCs
a. the total amount of liability of the Seller arising out of contract, tort (including negligence or breach of obligations), misrepresentation, damages or otherwise in connection with these GTCs is limited to the contractual purchase price; and
b. is the liability of the Seller for indirect or direct consequential damage or damage, such. For example, loss of profit, loss of data, loss of orders, lost savings, reduction of goodwill, or losses caused by interruption or cessation of production and/or business partners are excluded.
7.5 The Buyer undertakes to indemnify, defend and indemnify the Seller and its related parties, including its employees, directors, agents, employees, subsidiaries, agents, successors and agents from and against all claims of third parties, for losses, haf -costs, costs and expenses, including attorney's fees, arising in connection with any loss or damage to property or injury to persons (including death) arising from (a) breach of contract by Buyer over the obligations contained in these GTCs; (b ) negligent use, misapplication, incorrect installation, handling or implementation of the goods by the Purchaser and/or (c) any modification of the Goods by the Purchaser without the express permission of the Seller, including the packaging or refining of the Goods independent action or the processing of the Goods into other products. The Purchaser shall not be entitled to settle any such disputes, settle any settlements or otherwise end the dispute without the Seller's consent, or to sell any such claims or liabilities in any manner whatsoever without the Seller's prior written consent catch up.
7.6 Any liability of the Seller, including any Warranty and/or Warranty liability, for the Goods is particularly excluded when using, processing, use, transfer or other use in the fields of water, aerospace, mining, railway, explosives, Military, pharmaceuticals, genetic engineering, offshore installations and data storage, use, processing and protection outside the EU.
8.1 Except as set forth in these GTCs, no party is liable for force majeure (as defined below).
8.2 The term "force majeure" for the purposes of these terms and conditions shall mean the occurrence of circumstances whose cause is not sufficiently controlled by one of the parties and which impede or prevent the performance or performance, e.g. strikes or labor disputes, lockouts or struggles or disruptions, protests, uprisings, riots, obstacles, restrictions on the recovery, production, supply and / or import of raw materials and excipients for the product / work areas / or the manufacture of the product and / or transportation of materials for the product, breach of contract by suppliers, fire, floods, explosions, epidemic, action by a public authority, force majeure, war or national emergency, acts of terrorism, withdrawal of necessary permits, permits , easements or rights of way.
8.3 Upon the occurrence of a force majeure event, the party concerned will take all reasonable measures to comply with the contractual obligations, with both parties, if necessary, jointly examining which measures may be and which measures are reasonable.
8.4 However, in the event of force majeure, the party concerned will inform the other party immediately, but in any event not later than 72 hours after the discovery of such a condition.
9.1 The Seller retains the reservation of title in connection with Goods until the Buyer has fulfilled the full payment of the Goods or other obligations in respect of all Goods.
9.2 The Buyer must notify the Seller immediately if:
a. Wishing to exercise third party rights in the sense of article 9.1 or if the Buyer becomes aware of the fact that third parties so wish, or
b. If any agreements are made with creditors of the Buyer that may affect or influence the Seller's ownership reserve; or
c. If an application for bankruptcy is made with respect to the Buyer or could be made in the near future.
9.3 The Buyer is entitled to use and sell the reserved Goods in the ordinary course of business. The Buyer assigns to the Buyer the claims arising from the resale or any other legal reason against his Buyer in the amount of his liability to the Seller. The Buyer is revocably authorized to collect the assigned claim in his own name. At the request of the Seller, the Buyer will disclose the assignment, name the debtors to the Seller and ask them for exclusive payment to the Seller. In the event of a breach of contract by the Buyer (for example, default in payment), the Seller is entitled to take back the Goods subject to retention of title and to use them as best he can after being threatened. The proceeds will be credited to the purchase price. With the take back or a seizure by the Seller - subject to compelling legal regulations - a withdrawal from the contract is not connected.
9.4 The ownership of the buyer automatically ends in the following cases:
a. Insolvency proceedings have been initiated against Buyer or Buyer avails itself of the benefit of such statutory provisions as liquidation administration, preliminary insolvency proceedings or similar financially equivalent third-party administration of the company.
b. In the event of imminent insolvency or announced insolvency of the Buyer, the Seller may store the Goods until delivery, in which case the Buyer is liable for all associated costs and expenses (including storage and insurance).
10.1 The prices of all Goods from the Seller are exclusive of packaging, freight charges, transport insurance and statutory value added tax from Bergen or the place of delivery chosen by the Seller. The list price applies on the day of delivery.
10.2 Payments are due net cash 14 days from date of invoice. The cost of the money transfer is borne by the Buyer.
10.3 Payments are in each case made on the debt which is due the longest, unless the Buyer makes an express provision. This agreement also applies in the context of a current account settlement. Bills of exchange and checks are accepted by the seller only on account of performance. Discount charges are charged to the buyer.
10.4 In the event of late payment by the Buyer, the due claim shall be subject to interest at 8% above the base rate of the ECB.
10.5 Offsetting against claims of the Seller is only permitted with undisputed or legally determined claims. A right of retention, also according to § 369 HGB, the Buyer is entitled to only with undisputed or legally established claims.
11.1 The reverse translation of provided program code into other code forms (decompilation), the reverse engineering of Goods and / or parts of the Goods and the possible underlying firmware firmware as well as other types of reverse engineering of the various stages of the software (reverse engineering) including a program change are only permissible under § 69 e UrhG.
11.2 Copyright notices, serial numbers and other features used for the program identification may under no circumstances be removed or changed.
These terms and conditions contain all agreements between the parties regarding the regulations mentioned herein, unless the parties have explicitly agreed otherwise in writing. Other representations and agreements of authorized representatives or representatives of the parties are not effective, other GTCs do not apply. Additions or changes to these terms and conditions must be made in writing. This also applies to the waiver of this written form requirement. Should one of the provisions of these terms and conditions be or become invalid or unenforceable for any reason whatsoever, the validity of the remaining terms and conditions shall not be affected by the rest. The ineffective or unenforceable provision shall be replaced by an effective or enforceable clause which, in good faith, comes closest to the purpose intended by the parties. The same applies in the case of a regulatory gap.
These GTCs and the provisions contained herein are governed by German law to the exclusion of any applicable UN purchasing law. Jurisdiction for disputes arising from these GTCs is Traunstein, Germany.