GTE Industrieelektronik GmbH
Status: June 2014
The general terms and conditions listed hereafter apply for all business relationships of GTE Industrieelektronik GmbH with its customers. Conditions different from those states, especially general purchasing conditions, do not apply, even if there is/was no specific objection raised. For the execution of development orders, the “Supplemental General Terms and Conditions for Development Orders” apply as well.
§ 1. General information
By accepting the goods, the business partner agrees to the general terms and conditions of GTE Industrieelektronik GmbH.
§ 2. Offers, orders
a) The offers made by GTE Industrieelektronik GmbH are non-binding. All agreements between the parties only come into effect once they have been confirmed in writing by GTE Industrieelektronik GmbH.
b) The written confirmation is replaced by the invoice if the delivery was made from stock.
§ 3. Prices
a) Prices are ex-factory, excluding packaging and the valid sales tax.
b) If the period between the conclusion of contract and delivery is longer than 4 months without the seller being able to justify such a delay, the seller is permitted to appropriately increase prices with consideration of material, wage, and any other costs to be borne by the seller. If no agreement is reached within 14 days of receiving the request for changes by GTE Industrieelektronik GmbH, both parties have the right to withdraw from the contract.
§ 4. Shipping and transfer of risk
a) The risk is transferred to the purchaser as soon as the seller makes the goods available to the purchaser and indicates this to the purchaser. Goods are generally shipped without insurance and at the risk and to the invoice of the purchaser.
b) Transport route and means are determined by GTE Industrieelektronik GmbH at their own discretion. If so desired by the ordering party, GTE Industrieelektronik GmbH will insure the goods against transport damages with the agreed extent of cover.
§ 5. Payment
a) Invoices from GTE Industrieelektronik GmbH are payable within 30 days of the invoice date. GTE Industrieelektronik GmbH may also make delivery dependent on immediate payment.
b) In case of culpable infringement of the period allowed for payment, interest in the amount of 8 % over the base interest rate applicable at that time will be demanded with the right reserved to enforce further reaching claims.
c) We reserve the right to decide on whether to accept or reject bills and checks in every single case. This acceptance shall be for the purpose of payment only. The credit note shall only be granted under usual reserve. When accepting bills, the discount and collection fees usually charged by the banks shall be claimed. We shall assume no guarantee for punctual collection or punctual protest.
d) For those cases where a bill or check has not been collected timely, or where circumstances for the purchaser occur, which according to our notion do not ensure coverage, we can make the total sum due immediately, if the check or bill is returned at the same time.
e) A right of detention on the side of the purchaser is excluded. Offset shall only be permissible if we accepted the counterclaim in writing.
§ 6. Retention of title
a) GTE Industrieelektronik GmbH retains ownership on all goods delivered until all invoices including all ancillary receivables from the purchaser’s business relations with GTE Industrieelektronik GmbH are paid in full by the purchaser. This also applies if individual claims, or all claims, have been included in an ongoing invoice and the balance has been struck or approved (current account).
b) The purchaser shall have the right to process and dispose of the goods over which GTE Industrieelektronik retains title as part of the regular course of its business. The purchaser shall not have the right to dispose of the goods in any way, whether through pledging or through transfer by way of security. The purchaser is under obligation to inform GTE Industrieelektronik GmbH immediately of any demand by creditors who may have a lien on the goods and other infringements which pertain to the property of the purchaser, and to support in any possible way during intervention.
c) If GTE Industrieelektronik asserts their claims, the purchaser must grant access to the reserved goods in his possession, select the goods for GTE Industrieelektronik and surrender it, if requested.
d) The time-extended reservation of proprietary rights shall also apply to a possible check/bill exchange procedure and not expire. The reservation of proprietary rights shall only expire after the discharge of the bill of exchange.
§ 7. Delivery periods, limitation of liability
a) Since GTE Industrieelektronik GmbH is not manufacturer of all goods distributed, delivery periods can only be specified to goods in stock. For all goods to be ordered with manufacturers, only “expected delivery periods” shall be specified. Non-compliance with these delivery periods shall not result in any claims in favor of the ordering party / customer of GTE Industrieelektronik GmbH. GTE Industrieelektronik GmbH is obligated to inform the ordering party of any expected delays in delivery in writing.
b) If a projected delivery period is delayed to a for the purchase unreasonable degree, the purchaser shall have the right to set a suitable (min. 3 weeks) follow-up period for GTE Industrieelektronik GmbH and to withdraw in part or completely from the purchasing contract after this period has passed without results. Any other claims of the ordering party shall be excluded.
c) The projected delivery date, as originally printed in the sales contract, can be changed due to production setbacks, strikes, lockouts, failure to receive ordered merchandise from distributors and other sources, or other circumstances that are beyond the control of GTE Industrieelektronik GmbH. After the delivery period projected by GTE Industrieelektronik GmbH has been delayed by more than 8 weeks, both parties shall have the right to withdraw from the contract with the exclusion of any claims for damages. The exclusion of any claims by GTE Industrieelektronik GmbH shall include all possible claims for damages on the part of the purchaser in case of impossibility of delivery of the goods due to slight negligence of the seller or due to coincidence.
d) In the case of on-call and/or blanket contracts, we shall have the right to immediately procure the material for the entire order and manufacturer the requested order quantity. Possible changes desired by the purchaser can therefore not be considered after the order has been placed, unless agreed otherwise. This section shall apply correspondingly for when we procure goods from third parties.
e) For agreements including regular deliveries GTE Industrieelektronik GmbH shall be given call-off purchase orders and allocations with ample time for about the same monthly quantities. If the release order or allocation is not made on time, then GTE Industrieelektronik GmbH is entitled, after setting a reasonable extension period, to divide the goods itself and to deliver them or to conclusively refuse the fulfillment of the residual part of the deal and demand compensation.
f) If GTE Industrieelektronik GmbH defaults on service or delivery, or if the service or delivery becomes impossible for any reason, the purchaser shall be entitled to claims for damages of any type (esp. from §§ 325,326 German Civil Code BGB) only in accordance with these general terms and conditions.
g) Partial deliveries shall be permitted; each deliver shall be considered as its own business transaction.
h) Even in cases of assumption of cost shares for tools and other production means, the purchaser shall not acquire any ownership or co-ownership of these objects, notwithstanding any claims of the ordering party in terms of copyright in designs.
§ 8. Return of goods
a) Sold goods without defects can generally not be returned.
b) Deviating from this principle shall require explicit written consent by GTE Industrieelektronik GmbH. The value credited for the returned goods shall be agreed on individually for every case. Even in the case of unused, undamaged goods as well as goods in original packaging, the ordering party shall pay an amount equal to 5% of the value of the goods, with a minimum of Euro 25, – for administrative expenditures. Any additional transactional cost, such as transport or insurance, shall be borne by the ordering party.
c) Warranty claims by the ordering party remain unaffected by this stipulation.
§ 9. Confidentiality
Unless agreed otherwise in writing, the information shared with us in the context of the order shall not be considered confidential.
§ 10. Warranty and liability
a) Technical descriptions as well as any other information about the goods are performance specifications which do not contain any assurance of properties unless explicitly agreed otherwise in writing. GTE Industrieelektronik GmbH shall not be liable for the suitability of the delivered goods for the intended purpose of the purchaser. The customer shall inspect the goods for completeness and proper condition upon receipt and inform the seller of visible defects within 8 days of receipt at the latest. Due to time for the notice of defects shall be determined by proof of the customer’s sending of the written notice.
b) GTE Industrieelektronik GmbH shall be liable for manufacturing and material defects for devices and systems for a period of 24 months if the customer proves that such defects are not the result of improper installation and/or use. The warranty by GTE Industrieelektronik GmbH is limited to the seller’s choice of replacement of the defective object or to compensation of the invoice value of a non-replaced object. Claims for any types of damages, such as for the costs of installation or deinstallation or for damages which can be directly or indirectly traced back to the objects delivered by GTE Industrieelektronik GmbH are excluded. Any warranty provided by the manufacturer will also be decisive for the scope of the warranty offered by GTE Industrieelektronik GmbH. In this respect, GTE Industrieelektronik GmbH transfers all manufacturer warranties to the ordering party. Any type of warranty by GTE Industrieelektronik GmbH shall void in such cases even if the manufacturer does not fulfil his warranty obligations. We would like to inform customers that some of the systems distributed by GTE Industrieelektronik GmbH are developed and manufactured abroad. These systems are not always subject to inspections in accordance with the criteria of German standards, safety, and accident prevention regulations any may not always comply with such regulations. As far as is technically and economically reasonable, GTE Industrieelektronik GmbH may have such inspections carried out for the systems in question, if so requested by the customer and at additional cost.
c) GTE shall be liable for any material or property damages caused by GTE to the amount of the order value of each damage event. GTE shall not be liable for production losses, operational downtimes and lost profits, loss of information and data. Further claims for damages for any reason are excluded if there is no mandatory liability due to intent.
d) For measuring devices, particularly force gauges and floor slide control devices, GTE Industrieelektronik GmbH offers a warranty over 12 months. If the first maintenance and calibration takes place at the property of GTE Industrieelektronik GmbH within the first 12 months, the warranty shall be extended to a total of 24 months.
§ 11. Rights of use to software
a) The rights of use for copies and distribution are transferred to the customer with the completion of the development of the object and the final creation of design plans and are valid without any restriction unless agreed otherwise. Information about the author is to be removed if so requested by GTE Industrieelektronik GmbH.
b) Drafts and preliminary results are the intellectual property of GTE Industrieelektronik GmbH and may not be processed further and/or passed on to third parties without written consent.
§ 12. Service conditions
a) As far as any damages arising in the context of the services provided by GTE Industrieelektronik GmbH are covered by the liability insurance of GTE Industrieelektronik GmbH, payments of insurance compensation shall be made to the ordering party or payments which have already been received shall be forwarded to the ordering party or, if permitted by the conditions of the insurance, the claims against the insurance shall be conceded to the ordering party. Any further liability is excluded.
b) As far as any damages arising in the context of the services provided by GTE Industrieelektronik GmbH are not covered by the liability insurance of GTE Industrieelektronik GmbH, GTE Industrieelektronik GmbH shall exclusively be liable for damages directly caused by GTE Industrieelektronik GmbH on the device, and only if intent or gross negligence can be proven. Any liability for indirect and consequential damages is completely excluded regardless of any proven culpability on the part of GTE Industrieelektronik GmbH. Every case of liability is limited in its amount to the fair value of the device.
c) Returns shall be made free to the door.
§ 13. Other
a) If the ordering party does not fulfil its obligations from the business relationship with GTE Industrieelektronik GmbH, further deliveries may be withheld and damages for noncompliance may be claimed.
b) The ordering party may not transfer claims from the business relationship to third parties without the written consent of GTE Industrieelektronik GmbH.
c) Place of fulfilment and exclusive place of jurisdiction for all claims resulting from ongoing business relationships shall be Viersen, Germany. This clause is also applicable for actions on checks and bills of exchange.
d) Any business relationships conducted by GTE Industrieelektronik GmbH shall only be subject to German law.
e) The invalidity of individual clauses of this contract or its components shall not affect the validity of the remaining clauses. The contractual partners are obligated to substitute, in good faith and within the scope of reasonability, an ineffective condition for an effective regulation which equals their economic success, provided that no fundamental alteration of the subject terms of contract are precipitated; the same applies if circumstances in need of regulation are not explicitly regulated.
§ 14. Export control regulations
The delivered goods are subject to German export control regulations and embargo provisions. Re-export from the Federal Republic of Germany is only possible with the consent of the Federal Office for Economic Affairs and Export Control in Eschborn/Taunus, Germany, and the Office of Export Control in Washington, USA. The purchaser is responsible for adhering to the applicable regulations to the end consumer.
B. Special provisions towards consumers
If the customer is not a business or if the customer procures the services provided by GTE for non-business use, the conditions apply in accordance with the following regulations:
§ 2. Offers, orders
If you are a consumer, the regulation in § 2 b) does not apply. Before the goods are shipped, the consumer shall receive a confirmation about the content of the contract.
§ 5. Payment
a) Default of the debtor only occurs once a dunning letter has been sent or the due date for payment has been exceeded by more than 30 days. The interest charged is 5 percentage points over the corresponding applicable base rate. The exclusion of the right to retention as well as the exclusion of set-off do not apply.
§ 8. Return of goods
If you are a consumer, you may withdraw your contractual declaration within 14 days without specification of reasons informally but explicitly (for example via letter, fax, e-mail).
We will return all payments we may have received, including delivery cost (except for additional cost resulting out of a different choice than the standard delivery), immediately and within 14 days at the latest.
The consumer shall bear the cost for returning the goods. The consumer shall only be liable for any possible loss of value of the goods if this loss of value in its type, characteristic and functionality can be proven to be the result of improper use by the consumer.
The complete information regarding the return rights can be accessed here: Disclaimer
§ 10. Warranty and liability
b) The burden of proof of the purchasing party only applies once more than 6 months have passed since the object has been transferred. Defects appearing within the first 6 months shall be considered as present during the moment of transfer, unless this consideration is incompatible with the type of defect.