Terms & Conditions
General Terms and Conditions of Business
1. Validity
1.1 These terms and conditions of business apply exclusively to companies, legal entities under public law or special funds under public law as defined in section 310 (1) of the German Civil Code. We do not accept any conflicting or deviating customer terms and conditions of business, except where we specifically approve these in writing. Our general terms and conditions of business shall also apply even if we render services to the other party despite being aware of conflicting terms and conditions which deviate from our general terms and conditions of business.
1.2 These terms and conditions of business also apply to any future business with the customer which involves transactions of a similar nature.
1.3 Separate agreements made with the customer in individual cases (including side agreements, additions and amendments) always override these general terms and conditions of business. Failing evidence to the contrary, a contract agreed in writing, or our confirmation in writing, is binding in terms of the content of such agreements.
1.4 Incoterms® provisions apply in addition to these terms and conditions of business, as per the version current at the time the contract is agreed. The provisions under these terms and conditions of business override Incoterms®, however.
2. Offer to purchase and accepting the contract
Where an order is to be regarded as an offer to purchase under §145 BGB, we have two weeks in which to accept it. Quotes are valid for two weeks.
3. Relevant documentation
We reserve copyright in all documents issued to the customer in connection with placing an order, including in electronic form, such as packaging inserts and the like. These documents may not be shared with third parties except where we give the customer our express consent in writing. Where we do not accept the customer’s offer to purchase within the timescale set out in point 2 above, these documents must be returned to us forthwith.
4. Pricing and payment
4.1 Except where agreed otherwise in writing, our prices are ex works, excluding packaging, and are subject to VAT at the applicable rate.
4.2 Payment should be made to the following account only:
Kreis- und Stadtsparkasse Erding-Dorfen
IBAN DE28700519950010262137
SWIFT BYLADEM1ERD
4.3 Except where agreed otherwise, payment is due within two weeks of delivery. Interest will be charged on late payments at 9% per annum above the relevant bank base rate. We retain the right to claim for higher losses.
4.4 We reserve the right to charge a higher price for products which are to be delivered within four months of agreeing the contract. Cash settlement discounts are subject to separate agreement.
4.5 Where goods are to be delivered to the customer, delivery will be covered by insurance, except where the customer has instructed otherwise beforehand in writing. Customers are responsible for the cost of transit insurance. Customers are also responsible for the costs of transport as well as other costs incurred directly or indirectly when sending goods to the customer, including taxes, customs duties and other charges, regardless of whether they are imposed in the country of origin, transit or destination.
5. Withholding payment
Customers may only exercise the right to withhold payment where the counterclaim relates to the same contractual relationship.
6. Lead time
6.1 Lead times stated only start once the customer has met all their obligations in full. We reserve the right to invoke the defence of refusal to perform (exceptio non adimpleti contractus).
6.2 Where the customer fails to accept delivery on time or is in default meeting other obligations, we are entitled to claim compensation for any loss incurred, including any additional expenses. We reserve the right to make additional claims. Where the above conditions apply, the risk from accidental loss or deterioration of the goods purchased passes to the customer at the point where they fail to accept them or make payment on time.
6.3 Where delivery is late through no fault of our own or gross negligence on our part, we shall be liable to pay compensation for each full week of delay, based on a flat rate of 3% of the invoice value, but no more than 15% of the invoice value in total.
6.4 Additional legal claims and customer rights due to late delivery remain unaffected.
7. Transfer of risk upon despatch
Where the customer instructs goods to be delivered, the risk of accidental loss or deterioration of the goods passes to the customer upon despatch, and no later than when these leave the factory or warehouse. This applies regardless of whether the goods are despatched from the point of fulfilment, or who is paying for transport.
8. Retention of title
8.1 We retain title in the goods delivered until all sums due under the delivery contract have been paid in full. This also applies to all subsequent deliveries, even if we do not always specifically state this. We reserve the right to recover the goods purchased where the customer is in breach of contract.
8.2 The customer is obliged to treat the goods purchased with care until such time as title transfers.
8.3 Where a third party is not in a position to reimburse our legal and out-of-court costs for court action under section 771 of the German Civil Proceedings Code, the customer shall be liable for any losses we incur.
9. Warranty and reporting defects as well as recourse/manufacturer recourse
9.1 The customer’s warranty rights are subject to the obligation to inspect deliveries and report defects in accordance with section 377 of the German Commercial Code being met in full.
9.2 Centronic GmbH products have an expiry date. All claims for defects become barred by statute upon expiry of the specified shelf life. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user.
9.3 Our consent must be obtained before returning any goods.
9.4 If, despite all due care, the goods delivered have a defect which already existed at the point of transfer of risk, we will, subject to defects being reported promptly, issue replacement goods (repairs are not possible due to the nature of our products). We must always be afforded the opportunity to remedy any defect within a reasonable time. Claims for recourse remain wholly unaffected by the above provision.
9.5 If the remedy fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or make a reduced payment.
9.6 Claims for defects will not be accepted for merely minor deviations from the agreed quality, for merely minor impairment of usability, for natural wear and tear or for damage which occurs after transfer of risk as a result of incorrect or negligent handling, heavy use, unsuitable equipment, incorrect assembly, unsuitable assembly locations or which arises due to particular external influences which are not stipulated under the contract. Claims for defects and the subsequent consequences will also not be accepted where the customer or a third party carries out repairs or alterations incorrectly.
9.7 Customer claims for costs incurred in rectifying faulty goods, in particular transport, travel, labour and material costs including any dismantling and installation costs, will not be accepted where the expenses arise because the goods we delivered were subsequently taken somewhere other than the customer’s premises, except where such relocation is appropriate for the intended use.
9.8 Customer claims for recourse against ourselves will only be accepted where the customer has not made any agreements with their customer which exceed legally binding claims for defects. Clause 9.6 also applies in turn to the extent of the customer’s right of recourse against the supplier.
9.9 This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the Vienna Convention (CISG).
9.10 The place of performance and the exclusive place of jurisdiction for all disputes arising under this contract is our registered office, except where stated otherwise in the order confirmation.
9.11 All agreements made between the parties for the purpose of performing this contract are set out in writing in this contract.
10. Miscellaneous
10.1 This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the Vienna Convention (CISG).
10.2 The place of performance and the exclusive place of jurisdiction for all disputes arising under this contract is our registered office, except where stated otherwise in the order confirmation.
10.3 All agreements made between the parties for the purpose of performing this contract are set out in writing in this contract.