General Business Terms

General Terms and Conditions of Supply of enwitec electronic GmbH

I. Validity of the General Terms and Conditions of Sale and Delivery

The offers of the supplier, the acceptance of orders and all deliveries are made exclusively on the basis of the following “General Terms and Conditions of Sale and Delivery”.
The purchaser’s terms and conditions of purchase are hereby expressly rejected; they shall not bind the supplier even if he does not object to them again upon conclusion of the contract.
Anything to the contrary shall only apply if the supplier expressly agrees in writing to the validity of the purchaser’s terms and conditions.

II. Offer and conclusion of contract

1. The supplier’s offers are made without engagement and subject to the supplier’s written confirmation, unless otherwise expressly stipulated in writing. The acceptance of orders placed by travellers or representatives remains reserved and likewise requires the written confirmation of the supplier. Documents belonging to an offer, such as illustrations, drawings and weight specifications as well as more detailed descriptions, are only approximately authoritative and serve the approximate description and specification of the delivery item. The same applies to performance and consumption data. These details do not constitute a guarantee for the quality or durability of the delivery item. The supplier reserves the right to make changes to the dimensions and weights of the delivery item until delivery.
2. The supplier reserves the right of ownership and copyright to all illustrations, drawings, calculations and other documents, as well as brochures and catalogues. Any use outside of the underlying contract, as well as the passing on to third parties, requires the express written consent of the supplier.
3. All illustrations, drawings and calculations are for reference only; the actual product condition may deviate.

III. Prices and payments

1. Prices apply without packaging, without freight and without insurance ex works and not for repeat orders. Costs of packaging will be charged separately, for transport and insurance according to incidence and agreement. Framework agreements are not affected by these regulations, corresponding conditions are agreed separately.
2. The prices are based on the production costs at the time of the written confirmation of the supplier. If these production costs increase by the time of delivery due to an increase in the purchase prices, the prices for raw materials, auxiliary materials, energy, freight or wages, the supplier shall be entitled to adjust the agreed price accordingly. The purchaser’s right to withdraw from the contract cannot be derived from such a price increase.
3. If the agreed delivery period is more than four months after the conclusion of the contract or if the delivery actually takes place more than four months after the conclusion of the contract for reasons for which the purchaser is responsible, the supplier shall be entitled to charge the price valid on the date of execution of the delivery.
4. The agreed delivery price plus statutory value added tax shall be due for payment upon receipt of the invoice, irrespective of any other agreement. Payments to travellers or representatives of the supplier are not permitted without written authority to collect. In the event of several outstanding invoices, payments shall first be set off against the older claims; if costs and interest have already been incurred, payments shall first be set off against costs, then against interest and finally against the main performance, again in each case against the older invoices.
5. Retention and set-off against the purchase price are only permitted with undisputed or legally established claims. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
6. Invoice amounts are due net within 30 days of the invoice date, unless otherwise agreed in writing.

IV. Default

1. Statutory interest shall be charged in the event of payment deadlines being exceeded or in the event of a subsequent deferral of payment.
2. If the customer does not honour a cheque or if the supplier becomes aware of a significant deterioration in the customer’s circumstances which jeopardises the claim for payment, the entire remaining debt shall become due. If the entire remaining debt is not paid immediately, the purchaser’s right to use the delivery item shall expire. The supplier shall be entitled either to repossess the delivery item without waiving his claims until they have been satisfied or to withdraw from the contract. If such circumstances become known after conclusion of the contract but before execution of the delivery, the supplier may refuse performance and demand payment concurrently with delivery, even if other terms and periods of payment have been agreed; alternatively, the supplier may demand the provision of a security.
3. If the customer does not otherwise fulfil his payment obligations after a reminder with a reasonable period of grace for payment, the supplier is entitled to take back the delivery item or to withdraw from the contract. In the event of a partial payment transaction, the supplier may withdraw from the contract due to the purchaser’s default in payment under the conditions provided for by law.
4. In the event of withdrawal from the contract, the supplier shall also be entitled to demand damages in lieu of performance or reimbursement of his futile expenses if the supplier had previously set the purchaser a reasonable deadline for performance without success. If the supplier demands damages in lieu of performance, he shall be entitled to charge 25 % of the agreed purchase price without deduction as a lump sum for damages. The supplier shall be at liberty to prove and claim higher damages; the customer shall also be at liberty to prove that no damages were incurred at all or that the damages were significantly lower than the lump sum claimed. This shall also apply if the customer is not only in default of payment but also in default of acceptance of the goods or any other obligation to cooperate.
5. If the contract is rescinded after delivery of the goods, the supplier shall have a claim for compensation for the use of the goods in addition to the claim for return of the goods; this claim shall be independent of claims for damages and compensation for futile expenses.
6. All the above provisions shall also apply in cases of direct delivery to the end customer by the supplier at the behest of the customer.

V. Delivery time

1. Delivery as well as delivery time or, if applicable, collection from the purchaser shall be agreed separately.
2. The delivery period shall commence on the date of dispatch of the order confirmation and shall be deemed to have been met if the goods have left the factory by the end of the delivery period. The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of unforeseen obstacles, such as operational disruptions, raw material shortages, traffic disruptions, etc., which are beyond the control of the supplier, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item. This shall also apply if the circumstances occur with upstream or downstream suppliers.
3. The aforementioned circumstances are also not the responsibility of the supplier if they arise during an already existing delay.
4. Compliance with the delivery period requires the fulfilment of the contractual obligations of the purchaser, in particular the provision of any official certificates or permits. Otherwise, the delivery period and delivery deadline shall be extended accordingly.

VI. Dispatch

All shipments shall be made at the supplier’s best discretion and at the purchaser’s expense.
The supplier reserves the right to choose the mode of dispatch; no claims against the supplier may be derived from the choice made.

VII. Dispatch to foreign countries

Shipments to foreign countries are subject to additional general terms and conditions of sale for export and other additional special agreements, if applicable.
In addition, the Incoterms® 2020 shall apply and the supplier shall be free to make use of them.

VIII. Transfer of risk and acceptance

1. The risk shall pass to the purchaser when the goods are handed over to the carrier, irrespective of whether the supplier or the purchaser has commissioned the carrier, even if partial deliveries are made or the supplier has undertaken to perform other services, notwithstanding any other agreements.
2. If dispatch, which may be effected by rail or forwarding agent at the discretion of the supplier, is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for dispatch; however, the supplier shall be obliged, at the request and expense of the customer, to effect the insurances requested by the latter. Delivered goods shall be accepted by the purchaser, even if they show minor defects, without prejudice to the rights set out in IX.
3. Partial deliveries are permissible insofar as they are reasonable for the customer.
4. If acceptance of the goods by the purchaser is delayed, the risk shall pass to the purchaser as from the effective offer of performance by the supplier.
5. If the supplier incurs additional costs due to the purchaser’s delay in acceptance, he may demand reimbursement of these from the purchaser.

IX. Warranty

1. If there are defects in the delivery, these must first be duly notified by the customer in accordance with section 377 HGB (German Commercial Code).
2. Defects shall, at the discretion of the supplier, be remedied or the defective items replaced by the delivery of new, defect-free goods; the replaced parts shall become the property of the supplier. The supplier reserves the right to make two (2) attempts at subsequent performance.
3. Of the direct costs arising from the repair or replacement delivery, the supplier shall bear the costs of the replacement part – insofar as the complaint proves to be justified.
4. Defective goods shall be repaired at the manufacturer’s premises. Expenses for disassembly and reassembly, transport, packaging, etc. shall be borne by the purchaser.
5. Manufacturer’s guarantees passed on within the scope of the delivery, as well as conformity and/or harmlessness certificates of the manufacturer, do not constitute a guarantee of the supplier and do not constitute a contractual quality agreement of the supplier.
6. The supplier shall not assume any warranty for product components provided by the purchaser in the case of transactions in which a consumer is not involved.
7. In the case of insignificant defects, as well as in the case of natural wear and tear, any warranty shall be excluded.
8. Recourse claims of the purchaser shall be excluded in particular if the purchaser has entered into agreements with his customer that go beyond the statutory mandatory claims for defects.

X. Limitation

Warranty claims shall become statute-barred two years after delivery of the goods.
However, the statutory period shall apply insofar as the law prescribes longer periods for material defect claims in respect of buildings and objects for buildings, for the purchaser’s right of recourse pursuant to sections 478, 479 of the German Civil Code (BGB) or for construction defects.
The statutory limitation period shall also apply in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by the supplier and fraudulent concealment of the defect.

XI. Liability for damages

1. The supplier shall be liable for damages in accordance with the statutory provisions if the customer asserts claims based on intent or gross negligence, including intent or gross negligence on the part of representatives or vicarious agents. Insofar as the supplier is not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
2. The supplier shall be liable in accordance with the statutory provisions if an essential contractual obligation is culpably violated; in this case, the liability for damages shall be limited to the foreseeable, typically occurring damage.
3. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
4. Unless otherwise provided for above, liability is excluded.

XII. Retention of title

1. The supplier retains title to the goods until receipt of all payments under the contract. The purchaser is obliged to treat the goods with care, and in particular to insure them at his own expense against fire, water and theft at replacement value. Any maintenance and inspection work must be carried out by the customer in good time and carefully at his own expense.
2. In the event of seizure, confiscation or other access by third parties, the purchaser shall notify the supplier in writing without delay in order to enable the supplier to exercise his rights under the retention of title. In the event of a breach of this provision, the purchaser shall be liable for any loss incurred by the supplier.
3. The purchaser shall be entitled to resell the goods in the ordinary course of business; however, he hereby assigns to the supplier all claims in the amount of the gross purchase price of the supplier’s claim to which it is entitled from the resale of the goods. This shall apply irrespective of whether the goods are resold without or after processing. The customer remains authorised to collect the claims even after assignment; this does not affect the supplier’s right to disclose the assignment of claims and to collect the claims himself. This shall not be done as long as the customer meets his payment obligations, does not fall into arrears and no application is made to open composition or insolvency proceedings. In this case, the purchaser shall be obliged to immediately provide the supplier with all necessary information on his buyers and to hand over the necessary documents and to enable the supplier to disclose the assignment.
4. The processing or transformation of the goods by the purchaser shall always be carried out on behalf of the supplier. If the goods are processed with other objects not belonging to the supplier, the supplier shall acquire co-ownership of the new object in the ratio of the value of its own claim to the other processed objects at the time of processing. The retention of title shall continue to apply in full to the item created by processing. The purchaser is authorised to resell the goods subject to retention of title within the scope of his business operations. The buyer hereby assigns to the seller his claims arising from a resale of these goods subject to retention of title, irrespective of whether the goods subject to retention of title are resold unprocessed or processed.
5. If the delivered goods are inseparably mixed with other items not belonging to the supplier, the supplier shall in turn acquire ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the purchaser’s item is to be regarded as the main item, the purchaser shall transfer co-ownership to the supplier on a pro rata basis, and the purchaser shall hold the supplier’s sole or co-ownership in safe custody for the supplier.
6. If the delivered goods or objects or items manufactured therefrom are resold by the purchaser or installed directly or subsequently modified in a third party’s property in such a way that they become essential components of the third party’s property, the purchaser’s claims against his customer or third parties replacing these items shall pass to the supplier as security for his claims, without a special declaration of assignment being required.
7. The supplier shall release securities to which he is entitled at the request of the customer insofar as the realisable value of the securities exceeds the claims to be secured by more than 10 %; the selection of the securities to be released shall be incumbent on the supplier.

XIII. Miscellaneous

1. The remaining parts of the contract shall remain binding even if individual provisions are legally ineffective; the ineffective provision shall be replaced by a provision which comes as close as possible to what was intended in economic terms.
2. Place of performance and place of jurisdiction shall be agreed at the registered office of the supplier, provided that the purchaser is a merchant within the meaning of the law; the supplier shall, however, also be at liberty to bring an action at the registered office of the purchaser.
3. All agreements between the supplier and the purchaser shall be made in writing; written form shall also apply to all amendments and/or ancillary agreements before or after conclusion of the contract. In this respect, written form shall also apply to any cancellation of this written form clause.
4. The legal relations in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

General Terms and Conditions of Purchase of enwitec electronic GmbH

I.          General – Validity

I. General – Scope of Application
1. Our Terms and Conditions of Purchase shall apply exclusively to all, including future, orders placed by us; we shall not recognise any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
2. Our Terms and Conditions of Purchase shall only apply to entrepreneurs in accordance with section 310 (4) of the German Civil Code (BGB).
3. Only a written order shall be binding; orders placed verbally or by telephone shall require written confirmation in order to be valid.
4. Any correspondence concerning the contract shall be conducted with us, quoting the order number.

II. Acceptance of the Offer – Order Confirmation – Offer Documents
1. The supplier is obliged to accept our order within a period of 1 week, after which we are no longer bound by the order/our offer.
2. The declaration of acceptance can also be made by e-mail or fax. The order confirmation must always refer to the order number.
3. We reserve the property rights and copyrights for illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being asked. They must be kept secret from third parties; in this respect the provisions of section XII. shall apply in addition.
4. The supplier must ensure that our order data are stated on all other documents relating to the order (delivery note, invoice, etc.).
5. The supplier may not make any changes to the order without our written consent; we may change our orders at any time, provided this is reasonable for the supplier.
6. In the event of insolvency, illiquidity etc. of the supplier, we may withdraw from the contract; in case of continuing obligations, we may terminate the contract extraordinarily in such cases.

III. Prices – terms of payment
1. The price stated in the order is binding unless the list price at the time of performance is more favourable for us.
2. If it is agreed in the order that price components for raw materials are determined on the basis of raw material indices (e.g. LME exchange value) in the settlement as a price escalator clause or material control surcharge or via a market-oriented negotiation, then the other price components are considered and negotiated separately to the raw materials.
3. Unless otherwise agreed in writing, the price includes delivery “free domicile”, including packaging and customs. Insofar as the statutory sales tax is not shown separately in the order confirmation or invoice, it is included in the price. We may require the supplier to collect and dispose of the packaging of the purchased goods at its own expense; otherwise, the return of the packaging shall require special agreement.
4. If the supplier is responsible for installation and/or assembly, he shall bear all incidental costs incurred, e.g. travel expenses, provision of tools and personnel etc., himself, subject to written regulations.
5. We can only process invoices if these – in accordance with the specifications in our order – state the order number shown therein; the supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for these consequences.
6. Invoices are to be submitted separately immediately after delivery of the goods, i.e. not enclosed with the consignment. Packing lists and agreed information and documents must be enclosed with the invoices. In addition, the name of our dispatcher must be stated on the invoices.
7. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 3 % discount, within 30 days with a 2 % discount or within 60 days net.
8. Invoices for partial services shall only become due and payable by us with our prior written consent prior to the execution of the entire order.
9. We are entitled to rights of set-off and retention to the extent provided for by law. We are entitled to reduce invoice amounts by the value of returned goods as well as possible expenses and claims for damages.
10. The supplier’s rights of set-off and retention shall only apply insofar as these are undisputed or have been legally established.

IV. Delivery time
1. The delivery time stated in the order, which must be carefully checked by the supplier in advance, is binding.
2. The supplier shall notify us of the dispatch of the goods (confirmation of dispatch).
3. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the stipulated delivery time cannot be complied with.
4. In the case of large deliveries, the delivery date must be notified 3 working days in advance in each case. Expenses incurred by the supplier due to the fact that no prior coordination with us has taken place shall be borne by the supplier.
The delivery should take place at the following times if possible:
Monday – Thursday 7:00 a.m. – 4:30 p.m.
Friday 7:00 a.m. – 12:00 p.m.
Deliveries at other times must be agreed in advance by telephone.
5. In the event of culpable delay in delivery by the supplier, we shall be entitled to demand a contractual penalty in the amount of 0.2 % of the delivery value for each commenced day of delay, but in total not more than 10 % of the delivery value. However, the supplier shall not be obliged to compensate our lost profit unless he has exceeded these delivery dates by more than ten (10) days. We reserve the right to assert other claims. In particular, we shall be entitled to claim damages in lieu of performance and rescission after fruitless expiry of a reasonable period. If we demand damages, the supplier shall be entitled to prove to us that he is not responsible for the breach of duty. The acceptance of a delayed delivery or service does not imply a waiver of claims for compensation.
6. Partial deliveries shall be precisely designated as such; we shall only be obliged to accept partial deliveries if this has been agreed in writing.
7. If the delivery is made before the agreed date, we reserve the right not to accept the delivery and to return it at the supplier’s expense and risk.
8. In the case of continuing obligations, we may require the supplier to create an inventory stock; the inventory stock shall comprise at least one month’s order.

V. Transfer of risk – documents – quality management system
1. Unless otherwise agreed in writing, delivery shall be made free domicile; the costs for packaging, customs and dispatch shall be borne by the supplier. The risk shall pass upon handover to us at the designated place of use.
2. Ownership of the purchased item shall pass to us upon handover to us.
3. The supplier is obliged to state our exact order number on all shipping documents and delivery notes; if he fails to do so, we shall not be responsible for any delays in processing. All documents must be issued in duplicate; the delivery notes must precisely describe the contents of the consignment (number of pieces, order number, number of containers, etc.).
4. The supplier is obliged to send us a non-dual-use declaration and a long-term supplier declaration in written form for the delivered goods without being requested to do so.
5. The supplier shall maintain a quality management system and provide evidence of its certification in accordance with DIN EN ISO 9001:2015. Upon request, the supplier shall prove the quality of the products by submitting test certificates.
6. The supplier is obliged to provide us with all documents relating to the goods concerning hazardous substances; this includes in particular the declarations of conformity to the RoHs Directive (2011/65/EU) and REACH Compliance (1907/2006/EC).

VI. Performance of the service
1. The supplier guarantees the intended function, execution and usability of the contract items, in particular the fulfilment of prescribed standards for operational safety. The supplier is obliged to submit the relevant documents with each delivery as proof of the testing and approval of the product for use in DC connection technology.
2. The supplier is obliged to inform us comprehensively about possible dangers associated with the use of the subject matter of the contract. So-called hazardous material sheets are to be supplied without request.

VII. Examination for defects – liability for defects
1. We are obliged to inspect the goods within a reasonable period of time for any deviations in quality and quantity in accordance with section 377 of the German Commercial Code (HGB); the complaint shall be deemed to have been made in good time if it is received by the supplier within a period of 7 working days, calculated from the date of receipt of the goods or, in the case of hidden defects, from the date of discovery. The performance of random samples shall be sufficient in this respect.
2. If the supplier has fraudulently concealed the defect, he cannot invoke the obligation to monitor and give notice of defects in accordance with section 377 of the German Commercial Code (HGB).
3. We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
4. We shall be entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or a particular urgency.
5. The limitation period is 36 months, calculated from the transfer of risk, unless otherwise agreed or unless the law provides for longer periods.

VIII. Discovery of the defect after processing and delivery
1. If a defect in the goods only becomes apparent after processing and delivery to the end customer, we shall be entitled, in addition to the claims under statutory warranty, to take action ourselves at the end customer’s premises and to remedy the defect without setting a deadline.
2. If the claimed defect and the costs caused thereby are only based on the goods purchased from the supplier, the supplier shall bear not only the costs of any replacement or repair, but also any additional costs for travel, on-site work and additional material.
3. If the defect is caused proportionally by the supplier’s goods and the costs incurred thereby, the supplier shall bear our costs in this respect in the same percentage ratio.
4. Furthermore, in the event of a serial defect in the goods, we shall be entitled to refuse acceptance of the entire delivery or, if a partial delivery has already been made, of the remaining delivery, and to assert the statutory warranty rights for defects for the entire delivery. A serial defect in this sense is assumed if at least 10 % of the delivered goods show the same or a similar defect during the warranty period.

IX. Product liability – indemnification – liability insurance cover
1. Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties at our first request insofar as the cause lies within his sphere of control and organisation and he is liable himself in relation to third parties.
2. Within the scope of his liability for cases of damage within the meaning of subsection 1., the supplier shall also be obliged to reimburse any expenses pursuant to sections 683, 670 of the German Civil Code (BGB) or pursuant to sections 830, 840, 426 of the German Civil Code (BGB) which result from or in connection with a recall action carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other legal claims remain unaffected.
3. The supplier undertakes to maintain product liability insurance with a lump sum coverage of € 5 million per personal injury/property damage; if we are entitled to further claims for damages, these shall remain unaffected. Higher sums insured can be agreed in individual cases.

X. Property rights
1. The supplier warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery.
2. If claims are made against us by a third party in this respect, the supplier shall be obliged to indemnify us against these claims upon first written request; we shall not be entitled to make any agreements with the third party – without the supplier’s consent – in particular to conclude a settlement.
3. The supplier’s obligation to indemnify us relates to all expenses necessarily incurred by us as a result of or in connection with a claim by a third party; this also includes the costs of legal representation.
4. The supplier shall insure himself against these risks to a sufficient extent as is customary in the trade.
5. The limitation period shall be ten years, calculated from the conclusion of the contract.

XI. Retention of title – Provision – Tools – Secrecy
1. Insofar as we provide parts to the supplier, we reserve title thereto. Processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of our object (purchase price plus VAT) to the other processed objects at the time of processing.
2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier’s item is to be regarded as the main item, it shall be deemed agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall keep the sole ownership or the co-ownership for himself.
3. Insofar as the security rights to which we are entitled in accordance with subsection 1. and/or subsection 2. exceed the purchase price of all our goods subject to retention of title which have not yet been paid for by more than 10 %, we shall be obliged to release the security rights at our discretion at the request of the supplier.

XII. Secrecy
1. The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after the execution of this contract; it shall expire if and insofar as the production knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
2. Third parties used by the supplier for the fulfilment of contractual obligations shall be obliged accordingly. In the event of a breach of this obligation, we may demand the immediate surrender of the goods and claim damages.

XIII. Miscellaneous
1. If the supplier is a merchant, our registered office shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence.
2. Unless otherwise agreed, the place of performance for the delivery shall be our registered office.
3. Even if individual provisions of the contract are legally ineffective, the remaining parts of the contract shall remain effective; the ineffective provision shall be replaced by a provision that comes as close as possible to the economic intent.
4. All agreements between the supplier and us shall be made in writing; written form shall also apply to all amendments and/or ancillary agreements before or after conclusion of the contract. Written form shall also apply to any cancellation of this written form clause.
5. The contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

General Terms and Conditions of enwitec electronic GmbH for repair/service activities

  1. Scope of application

The General Terms and Conditions of Business apply to repair and service activities of the contractor, enwitec electronic GmbH, both for repairs and service of systems and devices supplied by the contractor and for repairs of systems and devices supplied to the contractor by third parties.

In the following, only the term repair is used; all terms and conditions also apply to pure services without repair activities.

 

  1. Conclusion of contract
  1. The contractor’s written order confirmation shall be exclusively decisive for the content of the contract and the scope of the repair to be carried out.
  2. If there is an uncontradicted written order confirmation, this shall be decisive for the content of the contract and the scope of the repair.
  3. If the object to be repaired is not supplied by the contractor, the customer shall point out any existing industrial property rights with regard to the object; provided that the contractor is not at fault, the customer shall indemnify the contractor against any claims of third parties arising from industrial property rights.

 

  • Repair that cannot be carried out
  1. The services rendered for the purpose of submitting a cost estimate as well as the further expenses incurred and to be substantiated (fault-finding time equal to working time) shall be invoiced to the customer if the repair cannot be carried out for reasons for which the contractor is not responsible, in particular because
    1. the defect complained of did not occur during the inspection,
    2. spare parts cannot be procured,
    3. the customer has culpably missed the agreed date,
    4. the contract has been terminated during the performance.
  2. The object to be repaired need only be restored to its original condition at the express request of the customer against reimbursement of the costs, unless the work carried out was unnecessary.
  3. In the event of repairs that cannot be carried out, the contractor shall not be liable for damage to the object to be repaired, the breach of ancillary contractual obligations and for damage that did not occur to the object to be repaired itself, irrespective of the legal grounds on which the customer relies.

The contractor shall, however, be liable in the event of intent, gross negligence on the part of the owner/the executive bodies or senior employees, as well as culpable breach of material contractual obligations.

In the event of culpable breach of material contractual obligations, the contractor shall be liable – except in cases of intent and gross negligence on the part of the owner/the organs or executive employees – only for the reasonably foreseeable damage typical for the contract.

 

  1. Cooperation and technical assistance of the customer in case of repair outside the contractor’s works
  2. The customer shall assist the repair personnel in carrying out the repair at his own expense.
  3. The customer shall take the special measures necessary for the protection of persons and property at the repair site. He shall also inform the repair manager of existing special safety regulations insofar as these are of importance to the repair personnel. He shall notify the contractor of any infringements of such safety regulations by the repair personnel. In the event of serious violations, the contractor may, in consultation with the repair manager, deny the violator access to the repair site.
  4. The customer shall be obliged to provide technical assistance at his own expense, in particular to:
  5. Provide the necessary suitable assistants in the number and for the time required for the repair; the assistants shall follow the instructions of the repair manager. The contractor shall not assume any liability for the assistants. If a defect or damage has arisen as a result of the instructions of the repair manager, the provisions of X. and XI. shall apply accordingly.
  6. Carrying out all construction, bedding and scaffolding work including the procurement of the necessary building materials.
  7. Provision of the necessary equipment and heavy tools as well as the necessary commodities and materials.
  8. Provision of heating, lighting, power, water, including the necessary connections.
  9. Provision of necessary, dry and lockable rooms for the storage of the tools of the repair personnel.
  10. Protection of the repair site and materials from harmful influences of any kind; cleaning of the repair site.
  11. Provision of suitable, theft-proof recreation rooms and work rooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the repair personnel.
  12. Provision of materials and performance of all other acts necessary for the adjustment of the object of repair and for the performance of a contractually agreed test.
  13. The client’s technical assistance must ensure that the repair can be started immediately after the arrival of the repair personnel and carried out without delay until acceptance by the client. Insofar as special plans or instructions of the contractor are required, the contractor shall make them available to the customer in good time.
  14. If the customer does not comply with his obligations, the contractor is entitled, but not obliged, after setting a deadline, to carry out the actions incumbent on the customer in his place and at his expense. In all other respects, the contractor’s statutory rights and claims shall remain unaffected.

 

  1. Repair period, repair delay
  2. Information on repair periods is based on estimates and is therefore not binding.
  3. The customer may only demand the agreement of a binding repair period, which must be designated as binding, when the scope of the work has been precisely determined.
  4. The binding repair period shall be deemed to have been complied with if the object to be repaired is ready for acceptance by the customer by the time it expires, or, in the case of a contractually stipulated trial run, for the performance thereof.
  5. In the case of additional and extension orders placed at a later date or in the case of necessary additional repair work, the agreed repair period shall be extended accordingly.
  6. The contractor may – without prejudice to its rights arising from the client’s default – demand an extension of the deadline from the client if the client fails to meet its contractual obligations towards the contractor, in particular those arising from IV. of these general terms and conditions for repairs and services.
  7. The contractor is not liable for impossibility of performance or for delays in performance insofar as these are caused by force majeure or other events that were not foreseeable at the time of performance (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures, travel warnings or the absence of, incorrect or late delivery by suppliers, pandemics, epidemics, epidemics, official measures and orders such as quarantine orders) for which the contractor is not responsible. If such events make it considerably more difficult or impossible for the contractor to provide the service and the hindrance is not only of temporary duration, the contractor is entitled to withdraw from the contract. In the event of hindrances of temporary duration, the performance deadlines shall be extended or the performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Any agreed contractual penalty shall be suspended for this period.

 

  1. Acceptance
  2. The customer is obliged to accept the repair work as soon as he has been notified of its completion and any contractually stipulated testing of the object of repair has taken place. If the repair proves not to be in accordance with the contract, the contractor shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the customer or is due to a circumstance attributable to the customer. If there is a non-essential defect, the customer may not refuse acceptance.
  3. If the customer has been requested by the service personnel to accept the goods and has nevertheless failed to accept the goods in the presence of the service personnel, the customer shall bear additional expenses for a return journey for the purpose of remedying the defect. This does not apply if the customer can prove that he was not yet obliged to accept the goods or that an immediate acceptance was unreasonable for him.
  4. If acceptance is delayed through no fault of the contractor, acceptance shall be deemed to have taken place two weeks after notification of the completion of the repair.
  5. The customer may not refuse acceptance in the event of a non-substantial defect.
  6. Upon acceptance, the contractor’s liability for recognisable defects shall cease, unless the client has reserved the right to assert a specific defect.

 

  • Retention of title, extended lien
  1. The contractor retains ownership of all accessories, spare parts and replacement units used until receipt of all payments under the repair contract. Further security agreements can be made.
  2. The contractor shall be entitled to a lien on the customer’s object to be repaired which has come into his possession on the basis of the contract on account of his claim from the repair contract. The right of lien may also be asserted in respect of claims arising from work previously carried out, spare parts deliveries and other services, insofar as they are connected with the object to be repaired. The right of lien shall only apply to other claims arising from the business relationship insofar as these are undisputed or have become res judicata.

 

  • Retention and set-off

Offsetting against the purchase price with counterclaims of the customer is only permissible with undisputed or legally established claims. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

  1. Exclusion of warranty
  2. A warranty obligation of the contractor does not exist if the defect is insignificant for the interests of the customer or is based on a circumstance for which the customer is responsible. This applies in particular to parts provided by the customer.
  3. In the event of any improper modifications or repair work carried out by the customer or third parties without the prior consent of the contractor, the liability of the contractor for the consequences arising therefrom shall be cancelled. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case the contractor must be notified immediately, or if the contractor – taking into account the statutory exceptions – has allowed a reasonable period of time set for him to remedy the defect to expire fruitlessly, shall the customer have the right within the framework of the statutory provisions to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary costs from the contractor.

 

  1. Liability of the contractor, exclusion of liability
  2. If parts of the object to be repaired are damaged through the fault of the contractor, the contractor shall, at his discretion, repair them at his own expense or deliver new ones. The obligation to pay compensation shall be limited to the amount of the contractual repair price. In all other respects, IX. shall apply.
  3. The contractor shall only be liable – for whatever legal reasons – for damage which has not occurred to the object of repair itself in the following cases
  4. in the case of intent,
  5. in the event of gross negligence on the part of the owner/the executive bodies or senior employees,
  6. in the event of culpable injury to life, limb or health,
  7. in the case of defects which he has fraudulently concealed,
  8. within the scope of a guarantee promise,
  9. insofar as liability exists under product liability law for personal injury or property damage to privately used objects.
  10. In the event of culpable breach of material contractual obligations, the contractor shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims are excluded.

 

  1. Limitation

All claims of the customer – on whatever legal grounds – shall become statute-barred after 12 months. The statutory periods shall apply to claims for damages in accordance with section IV. 3 a-d and f. If the contractor performs the repair work on a building and thereby causes its defectiveness, the statutory periods shall also apply.

 

  • Applicable law, place of jurisdiction
  1. All legal relations between the contractor and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to the legal relations between domestic parties.
  2. The place of jurisdiction is the court responsible for the contractor’s registered office. However, the contractor shall be entitled to bring an action at the customer’s principal place of business.
  3. All agreements between the contractor and the customer shall be recorded in writing; written form shall also apply to all amendments and/or ancillary agreements before or after conclusion of the contract. In this respect, written form shall also apply to any cancellation of this written form clause.
  4. The remainder of the contract shall remain valid even if individual provisions are invalid; the invalid provision shall be replaced by a provision that comes as close as possible to the economic intention.