All our sales, deliveries and services are subject to the following terms and conditions in the order stated, considering the mandatory statutory and
official regulations:

1. The description of the deliveries and services according to our offers or our order confirmation.
2. Where applicable, the contractual terms and conditions specifically and expressly agreed in writing for individual contracts.
3. The use of software products is subject to supplementary provisions and licence conditions.
4. Our ‘General Terms and Conditions of Delivery and Payment’ set out herein.
5. The ‘General Terms and Conditions of Delivery for Products and Services of the Electrical Industry’ (Green Terms and Conditions of Delivery – GL) [ZVEI | as of: January 2022] as well as the extension in accordance with the supplement and amendment of the GL within the scope of the ‘Software Clause for the Provision of Standard Software as Part of Deliveries’ [ZVEI | as of: January 2022].

1. The prices of our price lists and offers are net prices in EURO excluding the statutory value added tax. Pricing and delivery are ex works (Merenberg) excluding costs for packaging and shipping. We reserve the right to charge a flat rate for packaging and shipping, which we will invoice at cost price. The disposal of the transport packaging shall be carried out by the purchaser. The invoiced lump sum is balanced by the disposal costs. The prices are calculated based on the terms and conditions listed here.
2. Payments for all our deliveries and services, except for any services (see point VI), are to be made within 30 days net free supplier’s payment office.
3. In the case of delayed payment, we charge interest in accordance with §288 BGB (German Civil Code) at a rate of 5% (for consumers) or 8% (for traders) above the respective base interest rate of the European Central Bank, but at least 7%. Default of payment occurs according to the regulations of §286 BGB (new text).
4. In the case of contracts with merchants, we retain title to the goods until all claims arising from an ongoing business relationship have been settled in full. The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense. The customer is obliged to inform us immediately of any access to the goods by third parties, for example in the event of seizure, as well as of any damage to or destruction of the goods. The customer shall notify us immediately of any change of ownership of the goods as well as of his own change of residence or insolvency of the company. We shall be entitled to withdraw from the contract and demand the return of the goods in the event of conduct by the customer in breach of the contract, in particular in the event of default in payment or breach of an obligation under paragraphs 3 and 4 of these provisions. The entrepreneur is entitled to resell the goods in the ordinary course of business. He already now assigns to us all claims in the amount of the invoice amount which accrue to him from the resale against a third party. We accept the assignment. After the assignment, the entrepreneur is authorised to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly fulfil his payment obligations and is in default of payment. The processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods delivered by us to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to us.
5. Goods that have been properly ordered and delivered will not be taken back as a matter of principle.
6. If the orderer cancels, cancellation costs of 25% of the net sales price plus the costs already incurred according to expenditure shall be charged if these exceed this flat rate of 25%.
7. We reserve the right to change our price lists and terms of sale at any time without prior notice with immediate effect and to charge the prices valid at the time of delivery. In this case, the customer has the right to withdraw from the purchase contract.
8. Unless otherwise agreed in writing, we shall be bound by specially prepared offers for 4 weeks
9. The pricing of a reseller or subdistributor when reselling our products to an end customer shall be based on our currently valid recommended retail prices.

If the buyer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. The handover is the same if the buyer is in delay of receipt.

The limitation period for material defects is 1 year from the date of transfer of risk unless the law (BGB) provides for an extension of this period. In principle, only deviations from the agreed specifications – for example in the software – that are proven by the customer and reproducible shall be deemed to be material defects. Notification of defects must be given to us in writing without delay. The scope of the warranty is limited, at our discretion, to the repair/replacement of the defective part of our product free of charge in our factory. We shall not be liable for damages of any kind arising from the use and application of our products or their documentation. The warranty does not extend to errors caused by application technology or to software, devices and systems in which interventions have been made by persons not instructed by us. In addition, the licence conditions and warranty provisions delivered with software packages apply, which the customer accepts upon receipt of the delivery.

The software products and documentation supplied by us are protected by copyright. The copyright and all rights thereto are held by the manufacturer. The purchaser may copy the software solely for the purpose of data backup. Any further copying of the software and its transfer or sale outside of a resale is expressly prohibited. The reseller shall include these contractual points in its contracts with the end customer.

1. The date for the service is agreed between the customer and our head office in Merenberg. The order for a service shall be deemed to have been placed and accepted in accordance with our terms and conditions as soon as it is available at our premises or an appointment has been made.
2. To ensure effective deployment of our staff, all conditions for deployment should be met on site at the specified time. Any waiting times are subject to a charge. Furthermore, in the case of equipment and systems delivered by us, the technical documents supplied shall be made available to our staff. Insofar as telephone queries are factually necessary during the assignment, the client shall provide our employee with a telephone free of charge.
3. The services rendered by us are documented by the field service employee on a customer service report on our forms. The information provided therein about services rendered must be confirmed by the customer’s signature after completion of the work or, in the case of longer assignments, after every 2nd day.
4. The following rates are applied for invoicing:
   • Service hours: 140,00 €/h
   • Expenses for travel hours: 85,00 €/h
   • Surcharge in the time from 8:00 p.m. to 6:00 a.m.: + 50 %
   • Surcharge on Sundays and public holidays: + 100 %
   • Travel expenses for car use: 0,85 €/km
   • Catering expenses: according to the current rate of the respective country
   • Overnight stays: basically proven costs, otherwise a lump sum at least € 110.00 per overnight stay
5. Terms of payment: 30 days net after invoicing.
6. We provide advice and services free of charge to the best of our knowledge and ability, however, liability and warranty claims (of any kind whatsoever) are excluded unless our liability is mandatory under the law.
7. All maintenance contracts in our price list describe a service and therefore are covered by point VI of our general terms and conditions of delivery and payment. The payment period for maintenance contracts is therefore also 30 days net after invoicing.