1. GENERAL

1.1 These General Terms and Conditions of Sale and Delivery of BLOCK Transformatoren-Elektronik GmbH, Max-Planck-Strasse 36-46, 27283 Verden (hereinafter referred to as “Seller”), apply exclusively to companies within the meaning of Section 14 BGB [German Civil Code] i.e. natural persons or legal entities, which, in respect of the purchase of goods, are acting in the performance of their commercial or independent professional activities (hereinafter referred to as “Purchasers”).

1.2 These General Terms and Conditions of Sale and Delivery apply exclusively to all contracts concluded between the Seller and the Purchaser for the delivery of goods. Differing terms and conditions of purchase or other differing terms and conditions of the Purchaser shall not apply unless the Seller has expressly acknowledged them in writing. The Seller’s silence regarding such differing terms and conditions shall not be deemed in particular to be acknowledgment or consent, and this shall also apply to future contracts.

1.3 The General Terms and Conditions of Sale and Delivery shall also apply to all future deliveries and services to the Purchaser until the Seller’s new General Terms and Conditions of Sale and Delivery apply.

2. QUOTATION, CONCLUSION OF CONTRACTS, SCOPE OF DELIVERY

2.1 The Seller’s quotations are subject to change and are not binding. The Seller reserves the right to make insignificant deviations or deviations due to technical progress in the design, execution and performance of the products compared with any catalogue, brochure or Internet information of the Seller. If the Purchaser places a delivery order/purchase order based on quotations subject to change, a contract shall be concluded, also in day-to-day business, by order confirmation or by delivery of the goods. If an order confirmation is provided, this alone shall govern the content of the contract, in particular the scope of delivery and date of delivery. 

2.2 Price lists, catalogue or internet prices or prices quoted in offers are subject to change. 

2.3 Prices and performance data and other declarations or assurances shall be binding for the Seller only if they have been made or confirmed by the Seller in writing. Price lists, catalogue or internet price quotations or pricing in quotations are subject to change.

2.4 Any documents, drawings, details of weight, samples etc. enclosed with a quotation of the Seller or otherwise forwarded to the Purchaser are only determined approximately. In particular, these are neither a guarantee nor is hereby a procurement risk assumed unless this is expressly indicated in writing as “guaranteed by law” resp. “assumption of the procurement risk”. Any reference to standards and similar technical regulations as well shall not indicate a property of the Seller’s products unless this is expressly indicated as a “property of the product”. Paragraph 2.1, sentence 5, of these General Terms and Conditions of Sale and Delivery (relevance of the order confirmation) remains unaffected by this.

2.5 Partial deliveries are permitted if this can be reasonably expected of the Purchaser. Furthermore, the Seller shall have the right to deviate from the quantity agreed in the contract (excess or short deliveries) to the extent customary in the trade and reasonable for the Purchaser but not more than 5 %. 

2.6 Estimates of cost, drawings and other documents provided by the Seller shall remain the Seller’s property and copyright. They may not be made accessible to third parties without the Seller’s prior written consent.

3. PRICES

3.1 Prices are euro prices unless otherwise stated and do not include value added tax. This shall be invoiced separately at the respectively valid rate in accordance with respectively applicable tax provisions.

3.2 If no other agreements have been made, prices are FCA Incoterms 2020, unless otherwise stated Verden/Aller, Max-Planck-Str. 36-46, Germany, excluding packaging and shipping charges, assembly, commissioning and other ancillary costs (e.g. customs duty).

3.3 The minimum order value for articles is € 100.- resp. € 250.- for custom made products. Copper and further metal surcharges are imposed and shown accordingly in the quotation.

4. TERMS OF PAYMENT 

4.1 Unless otherwise agreed, all payments shall be made free Seller’s payment office at the latest within 30 calendar days of the invoice date without any deduction. The right to deduct discount shall require a separate written agreement. Terms of payment shall be deemed met if the amount is at the Seller’s disposal within the term of payment. The Seller shall be free to choose the method of transmission for the invoice. In particular, the Seller shall also have the right to transmit the invoice electronically e.g. by email.

4.2 The Purchaser shall only be entitled to rights of set-off and retention if and insofar as his counterclaims are either in a reciprocal relationship (§ 320 BGB) to the claims asserted by the Seller or are legally established, undisputed or recognized by the Seller. In addition, the Purchaser shall only be authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

4.3 In the event that the Seller is obliged to perform in advance, he may refuse performance if it becomes apparent after conclusion of the contract that his claim to consideration is jeopardized by the Purchaser's inability to perform. The right to refuse performance shall cease to apply if the counter-performance is effected or security is provided for it. The Seller may set a reasonable period of time within which the Purchaser must, at his discretion, provide the counter-performance or security concurrently with the performance. If the deadline expires without success, the Seller may withdraw from the contract. The details are regulated in § 321 BGB.

4.4 The Seller shall have the right to request advance payment.

5. RETENTION OF TITLE

5.1 The Seller shall retain title to the goods (hereinafter referred to as “Goods Subject to Retention of Title”) until all claims against the Purchaser, to which the Seller is entitled, have been met. Pledging or assigning Goods Subject to Retention of Title as security shall not be admissible.

5.2 The Purchaser now already assigns to the Seller, by way of precaution, the future claims against its customers arising for it from the resale or rental, without the need for special declarations at a later date, in the event of the admissible resale or rental of the Goods Subject to Retention of Title in the ordinary course of business, until all the Seller’s claims are paid back. The assignment shall also cover balance claims resulting from existing current account relationships or from the termination of such relationships of the Purchaser with its customers. If the Goods Subject to Retention of Title are resold or rented together with other items, without a unit price being agreed for the Goods Subject to Retention of Title, the Purchaser shall assign to the Seller, with priority over the remaining claim, that portion of the total price claimed resp. the total rent which corresponds to the value of the Goods Subject to Retention of Title invoiced by the Seller. The Purchaser shall be authorised to collect the assigned claims from the resale or rental until this is revoked. The Purchaser shall not, however, have the right to dispose of the assigned claims in another way e.g. by assignment. At the Seller’s request, the Purchaser shall notify the customer of the assignment and shall deliver the documents required e.g. invoices to assert the Seller’s rights against the customer to the Seller and shall provide the required information. All costs of collection and any intervention shall be borne by the Purchaser. 

5.3 If the Purchaser processes the Goods Subject to Retention of Title, transforms them or combines them with other items, they shall be processed, transformed or combined for the Seller. The Seller shall become direct owner of the article produced by processing, transformation or combination. If this is not possible for legal reasons, the Seller and the Purchaser agree that the Seller shall become the owner of the new article at all times during processing, transformation or combination. The Purchaser shall keep the new article for the Seller with the due diligence of prudent commercial judgment. Articles created from processing, transformation or combination shall be deemed Goods Subject to Retention of Title. Where an item is processed, transformed or combined with other items that do not belong to the Seller, the Seller shall have co-ownership of the new article in the amount of the portion resulting from the ratio of the value of the processed, transformed or combined Goods Subject to Retention of Title to the new article. In the event of the sale or rental of the new article, the Purchaser herewith assigns to the Seller its claim arising from the sale or rental against its customer with all ancillary rights by way of precaution, without the need for subsequent special declarations. The assignment shall only apply, however, in the amount which corresponds to the value of the processed, transformed or combined Goods Subject to Retention of Title invoiced by the Seller. The portion of the claim assigned to the Seller shall take precedence over the remaining claim.

5.4 The Purchaser shall be obliged to treat the Goods Subject to Retention of Title with care at all times and to insure them at its own expense, in particular against fire and water damage and theft.

5.5 If the value of the security exceeds the Seller’s claims against the Purchaser arising from the ongoing business relationship in total by more than 20%, the Seller shall be obliged, at the Purchaser’s request, to release securities, to which it is entitled, at its option. 

6. DELIVERY, DELIVERY PERIOD, DEFAULT IN DELIVERY, RESERVATION OF SELF-SUPPLY, FORCE MAJEURE 

6.1 Unless otherwise agreed in an individual case, deliveries shall be made on the basis of FCA Verden/Aller, Max-Planck-Str. 36-46, Germany (Incoterms 2020). If the Purchaser does not inform the Seller in good time prior to the agreed delivery date, at the latest 2 working days in advance, of the method of shipment, forwarding agent etc., the Seller shall have the right itself to commission a forwarding agent, carrier or third party otherwise designated to carry out the shipment at the Purchaser’s expense.

6.2 Delivery periods agreed as binding in writing shall commence upon receipt of the order confirmation by the Purchaser but not before all details about the execution of the order have been clarified and all other requirements to be fulfilled by the Purchaser (e.g. provision of necessary documents, authorisations and clearances) are met. The same shall apply to delivery dates. Deliveries shall be admissible before expiry of the delivery period.

6.3 The delivery period shall be deemed met when the goods are consigned to the forwarding agent, carrier or other third party designated to carry out the shipment within the period (FCA Verden/Aller, Max-Planck-Str. 36-46, Germany, in accordance with Incoterms 2020).

6.4 Correct and timely self-supply is reserved. This applies both to products that are traded unchanged or essentially unchanged and to the primary materials, packaging materials, tools and logistical and other services required for production.  

6.5 In case of force majeure, the affected party shall be entitled to postpone the fulfilment of its performance obligation accordingly without compensation. "Force Majeure" means the occurrence of an event or circumstance which prevents a party from performing one or more of its obligations under the Contract if and to the extent that the party affected by the impediment proves that: (a) such impediment is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time of the formation of the contract; and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party (for example, governmental measures, epidemics, riots, strikes, lockouts, fire, machinery breakdowns, shortages in materials or energy supplies or logistics services and logistics infrastructure, transportation disruptions). The party invoking a case of force majeure is obliged to inform the other party of such circumstances immediately upon becoming aware of them. If a delay in performance due to the aforementioned events is unreasonable for one party, this party is entitled to withdraw from the contract.

6.6 If the Purchaser causes a delay in shipment or delivery of the delivery items, the Seller shall have the right to charge the Purchaser for the additional costs incurred as a result.

6.7 Unless agreed by the parties in individual cases, the scope, type and any taking back of packaging of the goods to be delivered shall be at the Seller’s option, taking into account statutory provisions.

7. PASSING OF RISK

7.1 The risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon the delivery item being consigned to the forwarding agent, carrier or third parties otherwise designated to carry out the shipment (FCA Verden/Aller, Max-Planck-Str. 36-46, Germany, pursuant to Incoterms 2020). This shall also apply if partial deliveries are made or the Seller has taken over other services (e.g. shipment or installation). 

7.2 If shipment is delayed due to circumstances for which the Purchaser is responsible or the shipment is made at the Purchaser’s request at a later date than the agreed delivery date, the risk shall pass to the Purchaser from the date of notification of readiness for shipment for the duration of the delivery.

7.3 Deliveries shall not be insured against theft, breakage, transport and fire damage without specific request by the Purchaser. If the Purchaser requests the conclusion of an insurance policy, this shall be concluded at the Purchaser’s expense. The Purchaser shall provide any cooperation required.

8. CLAIMS FOR DEFECTS

8.1 The Purchaser must verify the suitability of the goods for the intended use by carrying out his own inspection.

8.2 The warranty period is 1 year from delivery. The limitation period in the event of a delivery recourse according to §§ 478, 445a, 445b BGB remains unaffected by this provision. Claims for damages based on defects of any kind are not limited by this. The statutory warranty period shall also apply to claims for damages incurred as a result of the Seller being in default of remedying a defect requested by the Purchaser and owed by the Seller. 

8.3 The Purchaser is obliged to inspect the goods immediately upon receipt and to report any defects discovered without delay. A period of 7 days shall be deemed immediate unless special circumstances in individual cases make another period appear appropriate. Noncompliance with this duty shall lead to approval of the goods in accordance with § 377 HGB. If there is a suspicion of a not merely insignificant defect with regard to delivered products, the Purchaser is obliged to inform the Seller immediately of the existing suspicions, even if further investigations must be carried out to verify the defect. A breach of this obligation shall result in the Purchaser being liable for damages, unless the Purchaser is not responsible for this breach of obligation.

8.4 Obvious damages sustained during transport or other defects identifiable already at the time of delivery must also be confirmed by the deliverer’s signature on the respective transport document when delivery is accepted. The Purchaser shall ensure that a corresponding confirmation is provided.

8.5 In the event that the goods are defective and a notice of defect has been submitted in due form and time, the Purchaser shall be entitled, at the Seller's discretion, to rectification of the defect or a replacement delivery. Under the statutory conditions, the Purchaser is entitled to reduce the purchase price appropriately or to withdraw from the contract. The costs for shipping within the scope of subsequent performance shall be borne by the Seller. However, if the shipping costs increase due to the fact that the goods have been taken to a place other than the place of performance by the Purchaser or the Purchaser's customer, the difference shall be borne by the Purchaser. This also applies accordingly to other costs that the Seller has to bear in the context of subsequent performance. 

9. LIABILITY

9.1 Claims for damages of any kind against the Seller and its legal representatives and vicarious agents are excluded, except in cases of intent or gross negligence or breach of a material contractual obligation.

9.2 A material contractual obligation in this sense means any obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer may regularly rely.

9.3 However, liability shall be limited to compensation for foreseeable damage that is typical for the contract, provided that only simple or gross negligence is involved.

9.4 The above limitations and exclusions of liability do not apply to liability under the Produkthaftungsgesetz [German Product Liability Act] or in cases of injury to life, limb or health.

9.5 If a claim for compensation for damages instead of performance is excluded in accordance with the above provisions, claims for reimbursement of expenses by the Purchaser in accordance with § 284 BGB are also excluded.

9.6 A reversal of the burden of proof does not follow from the above provisions.

10. PROHIBITION OF ASSIGNMENT

The Purchaser may assign claims against the Seller only with the prior written consent of the Seller. This reservation of consent shall not apply to purchase price claims and other pecuniary claims. 

11. DELIVERY OF EQUIPMENT FOR A TRIAL PERIOD

In the case of delivery of equipment for a trial period, the Purchaser shall, unless otherwise agreed, pay the freight charges as well as the costs for packaging and insurance and for any reduction in value that may have occurred. The Purchaser shall also be liable for any loss of or damage to the delivered goods during the trial period. If goods are returned, they must always be in a perfectly cleaned condition and insured for transport at the expense of the Purchaser.

12. FINAL PROVISIONS

12.1 Unless otherwise stated in the Seller's order confirmation, the place of performance for deliveries and payments shall always be the Seller's registered office.

12.2 Amendments to and modifications of the contract between the Purchaser and the Seller shall only be valid when given in writing. This shall also apply to the cancellation of this written form agreement itself. The precedence of an individual agreement - also verbal - pursuant to 305b BGB remains unaffected by this.

12.3 If the Purchaser is located in the EU or the European Economic Area, the following shall apply: The exclusive place of jurisdiction shall be at the Seller's registered office if the Purchaser is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. However, if the Purchaser has its registered office outside the EU and the European Economic Area, the arbitration court of the Hamburg Chamber of Commerce shall have exclusive jurisdiction for all disputes arising from and in connection with the contracts concluded under the application of these General Terms and Conditions and shall make a final decision to the exclusion of recourse to the ordinary courts of law. The defendant is entitled to counterclaim before the arbitration court. The place of arbitration is Hamburg. The language of the proceedings shall be German. The proceedings and, in particular, the taking of evidence shall be conducted in accordance with the Rules of Arbitration of the Hamburg Chamber of Commerce and the rules of Book 10 of the Zivilprozessordnung [German Code of Civil Procedure]. When taking evidence, the arbitral tribunal shall be guided by the customary procedures of German state courts. Procedural principles of common law, such as in particular the submission of documents (so-called document production), shall not apply directly or mutatis mutandis. In corresponding application of § 139 (1) sentence 1 and sentence 2 ZPO, the arbitral tribunal is expressly authorized to discuss the factual and legal aspects of the dispute with the parties and to ask questions where necessary. It is intended to ensure that the parties provide a timely and complete explanation of all relevant facts, in particular to supplement insufficient information on the facts asserted, to identify the evidence and to make the relevant applications. The parties also expressly authorize the arbitral tribunal to submit settlement proposals at any stage of the proceedings. Insofar as one party may have to reimburse the other party for legal fees in connection with the arbitration proceedings, these shall be limited to the costs billable in accordance with the Rechtsanwaltsvergütungsgesetz [German Lawyers' Fees Act].

12.4 The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Sales Convention (CISG). 

Status: 12/2023