General Terms and Conditions of Delivery and Payment for Entrepreneurs and Mandatory Statutory Information 1. Scope 1.1 All - current and future – deliveries of goods and services (hereinafter referred to simply as "Deliveries") by Distrelec Deutschland GmbH, Lise-Meitner-Str. 4 DE-28359 Bremen Tel.: +49 (0)421-3654-200 verkauf@distrelec.de www.distrelec.de to the customers specified in Clause 1.2 shall be governed exclusively by the following General Terms and Conditions of Delivery and Payment (hereinafter referred to as T&C) unless otherwise agreed. The terms and conditions of our Customers shall not form part of any contract even if we do not expressly exclude them. 1.2 These T&C only apply to entrepreneur within the meaning of Section 14 German Civil Code (BGB), legal persons under public law and special funds under public law (hereinafter referred to as "Customers"). 2. Basic provisions 2.1 The subject matter of the contract is the sale of goods. The details and in particular the essential characteristics of the goods are contained in the product description and supplementary information available on our website www.distrelec.de. 2.2 The language of the contract is German. 2.3 The Customer can download and print the contract text, i.e. all contractual data including these T&C, in reproducible, form from the website prior to sending the purchase order. We will not store the contract text on our internal systems. The contractual data can be printed out and stored electronically using the print function on the browser, prior to sending the purchase order via the online shopping cart system. For reasons of security, the order data will no longer be accessible via the internet once the order has been completed. The T&C are available on our website to view, print or download. 3. Conclusion of the contract, offer documents 3.1 The presentation of products in our online store does not constitute a legally binding offer but is only an invitation to the Customer to submit an offer. 3.2 The Customer can submit an offer to buy (purchase order) via the online shopping cart system. The goods to be purchased are placed in the “shopping cart”. By clicking on the appropriate button on the navigation bar, the Customer can go to the “shopping cart” and make changes to it at any time. After accessing the “check-out” page and entering personal data and the payment and shipping details, all order details will be displayed one more time in the order summary at the end of the ordering process. Prior to sending the purchase order, the Customer has another opportunity to re-check all the details and change them (also using the “Back” button on the internet browser) or to abandon the transaction. When the purchase order is sent by clicking on the “order with obligation to pay” button at the end of the ordering process, the Customer makes us a legally binding offer. 3.3 We confirm receipt of the order without delay by sending an email to the Customer (confirmation of receipt). This confirmation of receipt does not constitute acceptance of the Customer’s offer but merely confirms receipt of the purchase order. 3.4 The Customer is bound by the order for a period of seven (7) days from the order date. We can accept the offer by way of order confirmation or delivery. If we do not indicate our acceptance within this period, conclusion of the contract is deemed to have been rejected. 3.5 Our staff are obliged to give written confirmation of any oral ancillary agreements or guarantees which go beyond the content of the written contract or which modify these T&C in a manner that is to our disadvantage. 3.6 In case of publication, we reserve all rights of ownership and copyright to images, drawings and other documentation. 4. Prices and costs 4.1 The prices specified on our product pages are “net from point of dispatch” i.e. inclusive of packaging but exclusive of the applicable value added tax, shipping and insurance costs. Unless otherwise indicated, the prices apply per piece. Tiered prices apply per type, value and colour unless otherwise indicated. The prices for discontinued types only apply to the number of items available in stock. 4.2 Where delivery times exceed 2 months, we reserve the right, after giving due notice to the Customer and prior to effecting delivery of the goods, to increase the agreed prices to the extent required as a result of general external price rises that are outside our control (such as e.g. exchange rate fluctuations, currency regulations, changes in customs duty, significant changes in the cost of material, energy, wages, raw materials or public charges). Where the price increase exceeds 5 %, the Customer is entitled to rescind the contract in writing within two weeks of receipt of the notification of the price increase. 4.3 In addition to the customary shipping method, we offer various options for express delivery. Details of shipping options and costs are currently available on the internet at www.distrelec.de or will be sent out on request. 4.4 There is not generally any extra charge for packaging costs. In the case of elaborate packaging, we reserve the right to charge extra for the packaging costs. 4.5 In the case of delivery to a destination outside the Federal Republic of Germany, the Customer shall bear any additional costs e.g. bank charges, cost of any necessary documentation, customs duty etc. 5. Payment 5.1 In the case of new customers, payment must generally be made by PayPal or credit card - at the option of the customer. 5.2 Customers with whom a business relationship already exists may be supplied on account, by arrangement and subject to creditworthiness. The Customer shall have no right to insist on delivery on account and we may revert to delivery upon receipt of payment for future transactions without giving reasons. 5.3 In the case of purchase orders from customers who are domiciled abroad, or where there is reason to suspect a risk of non-payment, we at all times reserve the right to effect delivery only upon receipt of the purchase price and shipping costs, or subject to payment by credit card or PayPal. 5.4 Invoices are payable within 14 days of receipt of the invoice, without deductions. Special conditions, particularly a discount for early payment, require a separate agreement. Payments must be credited without charge to our bank account. They are only deemed to have been made to the extent that we have free disposal over them at our bank. 5.5 If the Customer defaults on payment, we shall charge default interest amounting to 9 percentage points above the base rate. 5.6 The Customer is only entitled to a set off or retention of payments insofar as its counter claims have been upheld by a final court judgement, are undisputed or have been recognised by us. 5.7 We are entitled to assign all claims arising under this contract with the Customer, without the latter’s consent, if and insofar as they are not excluded from assignment pursuant to Sections 399 and 400 German Civil Code (BGB). 6. Delivery 6.1 Unless otherwise agreed, we only deliver in Germany. Please note that our products are available from our partner companies located in numerous countries. 6.2 Our information on the availability of the products is based on a regularly updated merchandise management system. Errors nevertheless remain reserved. 6.3 We endeavour to effect prompt delivery. With our standard service, items that are in stock and ordered before 4.30 pm are generally passed to our shipping company the following day and normally delivered within the Federal Republic of Germany on the next working day. However, we are unable to provide any guarantee in this regard. In addition, we offer the option of an express or courier delivery service on request / where available. In the case of goods that are not held in stock, an estimated delivery date will be provided. However, such information is only approximate, unless otherwise expressly agreed in writing. We also offer our customers various special delivery options. The details of these are available on the information page of our online store. 6.4 Lead times commence on receipt of the order confirmation but not before all details regarding execution of the order and all technical issues have been clarified and any agreed advance payment, credit card payment, PayPal payment or payment security has been received. The lead time is deemed to have been complied with if the goods are ready for shipment by expiry of the lead time. 6.5 Our delivery obligation is subject to the proviso that we receive correct and timely delivery from our own suppliers unless we are responsible for the incorrect or late delivery. In such cases, we may rescind the contract. 6.6 Unforeseen or unavoidable events, or events for which we cannot be held responsible (e.g. operational disruption due to force majeure, pandemics, strikes or lockouts, problems in the procurement of material or energy, transport delays, shortages in staff, energy or raw materials, official measures as well as difficulties in obtaining authorisations esp. import or export licences), shall extend the lead time by the duration of the period of disruption and its effects. This also applies where our own suppliers are subject to hindrance or during an existing period of delay. Where the obstruction is not purely temporary, both parties to the contract are entitled to rescind. The right to claim damages is excluded in the cases referred to in Clause 6.6. 6.7 A reasonable number of partial deliveries are permitted. Invoices for partial deliveries are payable in accordance with our payment conditions. 6.8 In the event of a delay in delivery, our liability for simple negligence shall be limited to 0.5% for each week or partial week of the delay, but not exceeding a total maximum of 5% of the invoice amount for the part of the delivery affected by the delay. This shall be without prejudice to the right to claim damages in lieu of performance pursuant to Clause 11. The Customer shall notify us, by no later than conclusion of the contract, of any contractual penalties applicable to its own customers. 7. Shipping regulations, transfer of risk, packaging, notice on batteries 7.1 Delivery shall be effected by a reliable parcel service of our choosing. 7.2 Conclusion of transport insurance requires a separate agreement and shall be charged to the Customer at cost. 7.3 Our delivery shall take place DAP named place of destination (Incoterms®2020) and this shall apply even where we have assumed other responsibilities, e.g. shipping costs. 7.4 Our packaging, which arises in Germany at the private end-user within the meaning of the Packaging Act (VerpackG), can be returned to us for disposal, free of charge, based on our participation in a waste disposal scheme pursuant to Section 7 of the Act (VerpackG). Our packaging arising in Germany, but not attributed to the private end-user within the meaning of the Packaging Act (VerpackG), can be returned to us at our place of business during normal business hours at the customer’s expense. Packaging must be returned clean, free of extraneous material and sorted according to type. Transport packaging used in repeat deliveries can also be returned in the course of subsequent deliveries and in exchange for other transport packaging of equal value, subject to coordination with the Customer. 7.5 In connection with the sale of batteries or the delivery of devices containing batteries, Distrelec Deutschland GmbH, as the seller, is under a statutory duty to provide the following information: - The end-user is under a statutory duty to return used batteries. Old batteries which are or have been included by Distrelec Deutschland GmbH in its product range as new batteries can be returned free of charge to Distrelec Deutschland GmbH at its shipping address. The symbols displayed on the batteries have the following meaning: The symbol depicting a crossed-out waste container means that batteries must not be disposed of in household waste. Pb = Battery contains more than 0.004 percent by weight lead Cd = Battery contains more than 0.002 percent by weight cadmium Hg = Battery contains more than 0.0005 percent by weight mercury 8. Export controls, export bans, embargo provisions The products supplied by us are intended to be used, and to remain, in the country of delivery agreed with the Customer. Technical products, hardware and computer software, in particular, may be subject to embargo restrictions and their export from the country of delivery may be prohibited or subject to authorisation. In addition, we may be contractually obliged to comply with export bans. The Customer is solely responsible for complying with any applicable requirements up to the end-user. In particular, the Customer is obliged to find out about any applicable export and import regulations (e.g. from the Federal Office for Economic Affairs and Export Control and from the US Department of Commerce, Office of Export Administration), to comply with these provisions and obtain any required authorisations. On request, we will inform the Customer whether any further contractual export bans exist. In this regard too, however, the Customer remains solely responsible for continuing to observe these export bans 9. Product information, licensing conditions of the manufacturer, manufacturer’s guarantee 9.1 The dimensions, weight specifications and technical information contained in our catalogue, as well as any texts and images, are only intended for rough guidance. Images are only illustrative and are non-binding. Within reason, any deviations and design modifications, particularly relating to shape, colour and/or weight, remain reserved. The same applies to information contained in data sheets available in online media. In case of doubt, current data sheets from the product manufacturer are authoritative. 9.2 All product information in our catalogue is based on information from the respective manufacturer. 9.3 Details of product characteristics do not constitute a guarantee by Distrelec Deutschland GmbH but serve merely as descriptions of the product. Any guarantee by Distrelec Deutschland GmbH requires an express agreement in writing. Insofar as a manufacturer provides a manufacturer’s guarantee for a product, the provisions of the respective manufacturer’s guarantee apply. We hereby inform you that any claims under such manufacturer’s guarantee cannot be brought against us but only directly against the manufacturer. 9.4 Various products (e.g. software) are subject to the manufacturer’s licensing conditions which go beyond these T&C. We hereby inform you that breaches of the licensing conditions may result in claims for damages. 10. Liability for defects 10.1 The infringement of third-party rights only represents a defect where these rights exist in the Federal Republic of Germany. 10.2 The Customer’s right to claim for defects is subject to the Customer’s due compliance with its inspection and reporting obligations under Section 377 Commercial Code (HGB). Material defects that are visible upon proper examination (obvious defects) must be reported to us without delay in text form. In the case of hidden material defects, the requirement for reporting without delay applies as from discovery of the defect. 10.3 In addition, any loss or damage to transport packaging, and obvious transport damage, must be reported, without delay, to the transport person and confirmed by the latter on the delivery documents. 10.4 In the case of a legitimate complaint, we will first either repair the item or supply a defect-free item according to our own discretion (subsequent performance). Where subsequent performance fails, the Customer may, following expiry of a reasonable extension of time, require a reduction in the price or - if the defects are significant - rescind the contract and claim damages lieu of performance in accordance with Clause 11. 10.5 The costs of subsequent performance arising from the fact that the delivery item is subsequently taken to a place other than the Customer's commercial establishment, will not be accepted unless such delivery corresponds to normal practice. 10.6 Where goods are returned due to a claim for defects, the requirements for returns specified in Clause 12.3 of these conditions must be complied with wherever possible in order to facilitate processing. If the Customer is entitled to return the item, due to a defect, we will reimburse the costs of return without delay. 10.7 The Customer’s rights to claim for defects shall lapse after 12 months from the transfer of risk; other claims shall lapse after 12 months from the start of the statutory limitation period. However, if, in accordance with their customary use, the delivered goods have been used for a building and have caused the building to be defective, the limitation period shall be five years unless the use of the delivered goods for the building was based on a contract in which Part B of the German Construction Contract Procedures (VOB/B) was included in its entirety. In this case, the shorter limitation period under the VOB/B shall apply. In derogation from sentence 1 of this Clause 10.7, in the event of our liability under guarantee, the guarantee provisions shall apply and, in the case of the fraudulent concealment of a defect and claims for damages under the Product Liability Act, as well as death, personal injury or damage to health and the intentional or grossly negligent breach of obligations, the statutory limitation provisions shall apply. 11. General liability 11.1 In the case of intent or gross negligence, fraudulent concealment of defects, death, personal injury or damage to health, or liability under the Product Liability Act, we shall be liable in accordance with the statutory provisions. Where there is a guarantee, we shall be liable in accordance with the provisions of the guarantee. 11.2 In the case of simple negligence, we are only liable for the breach of a material contractual condition, which is one which must be fulfilled in order for the contract to be properly implemented and compliance with which the Customer generally expects and is entitled to expect; this liability is limited to compensation for foreseeable and customary loss, unless otherwise provided under Clause 6.8 regarding damages for delay. In all other cases, our liability is excluded. 11.3 The foregoing provisions of this Clause 11 shall apply mutatis mutandis to any limitation of liability to pay compensation for futile expenses (§ 284 BGB). 11.4 In cases other than those specified in Clause 11.1, claims for damages shall lapse within one year of the Customer becoming aware of the loss and our duty to pay damages, or would have become aware of it had it not been for its own gross negligence. To the extent that our liability is precluded or limited by the terms of the foregoing provisions of this Clause 11, this shall also apply to the personal liability of our statutory representatives, employees and other vicarious agents. 12. As a gesture of goodwill, we grant our Customers a right of return in accordance with the following provisions: 12.1 We will take back the delivered goods without requiring reasons if the Customer returns the goods, within 30 days of the invoice date, at its own expense. The goods must show no signs of use and must be returned in their original packaging. It is not necessary to return any secondary or transport packaging. The product packaging must not be used as the transport packaging! Sums already received shall be reimbursed without delay upon return of the goods. 12.2 The following products are excluded from return: - Licenses, - consumables (such as e.g. (rechargeable) batteries, light sources, semi-conductors, labels, printer ribbon, toner), if the original packaging has been opened, - software and other data carriers, if the seals have been broken, - books and magazines if the protective cover has been opened, - assembled components, cut-to-size cables, custom-made products and all products that have been specially procured on the basis of the customer order ("Service+ !"). 12.3 Returns can only be accepted where an RMA number is endorsed on the return package. The Customer can obtain the RMA number by telephone, fax or email. We will not accept return deliveries without prepayment of postage. 13. Reservation of title 13.1 We reserve title to the delivered goods until settlement of all claims accruing to us vis à vis the Customer under the existing business relationship. Where the Customer has a current account with us, the reservation of title extends to the recognised balance. 13.2 The reservation of title shall be extended in accordance with the following provisions: Processing or transformation is deemed to take place on our behalf without giving rise to any obligations on our part. Where the reserved goods are processed, combined or mixed with other goods to which we do not have title, we shall acquire a co-ownership share of the products which arise as a result thereof, based on the ratio of the value of the delivered item (gross invoice value) to the other processed products at the time of processing. Where the reserved goods are combined or mixed with a main item owned by the Customer, it is hereby agreed that a share in the Customer’s ownership of the single item shall pass to us in proportion to the value of the reserved goods. The Customer shall hold our co-ownership share on our behalf free of charge. 13.3 The Customer is entitled to process and sell the reserved goods in the ordinary course of business provided the Customer is not in default. Pledging or assignment by way of security are prohibited. By way of security, the Customer hereby assigns to us, in full, any receivables relating to the reserved goods arising from the resale or on any other legal basis. If we are only co-owners of the sold goods, the Customer shall assign the receivables to us in the amount of the invoice value of the delivered goods. We hereby authorise the Customer to recover the assigned receivables for its own account and in its own name. If the Customer fails to comply with its contractual obligations, particularly in the case of default, we shall be entitled to revoke the debt recovery authorisation. At our request, the Customer shall disclose the assignment to its customers and provide us with all the necessary information and documentation. 13.4 The Customer must notify us without delay as soon as it becomes aware of any attachment of the reserved goods by third parties. The Customer shall be liable for the costs incurred for removal of the attachment particularly as a result of third-party proceedings insofar as these cannot be obtained from the claimant. 13.5 Our redemption or pledging of the reserved goods shall not constitute rescission of the contract. The Customer shall bear the costs of redemption. Following a warning, we shall be entitled to sell any reserved goods that have been redeemed, as we think fit. 13.6 The Customer is obliged to handle the reserved goods with care and keep them in good condition; in particular, it is obliged to insure them sufficiently against loss or damage, at its own expense, for the replacement value. The insurance policy and evidence of payment of the premiums must be submitted to us on request. The Customer hereby assigns to us claims under the insurance policy, subject to the condition subsequent that title passes to the Customer. 13.7 Where the value of securities exceeds our claims by more than 10%, we shall, at the customer's request, release securities of our own choosing in this regard. 14. Place of Performance, jurisdiction and applicable law 14.1 Place of performance for all deliveries under this delivery contract shall be Bremen. 14.2 Insofar as the Customer is an entrepreneur, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Bremen. We are however also entitled to bring proceedings in the location of the Customer's registered office. 14.3 German law applies. The UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded. 14.4 Where a provision of these Terms and Conditions or a provision of any other agreement is or becomes invalid, this shall be without prejudice to the validity of any other provisions or agreements. Status as of: February 2021
