General terms of business
§ 1 General
- Our terms of sale shall apply exclusively. We do not recognise any of the Customer’s terms which conflict or diverge.
- All the arrangements made between the Customer and ourselves are stipulated in writing in these terms of delivery.
Our terms of delivery shall only apply to businesses as defined in the German Civil Code BGB § 14.
§ 2 Concluding Contracts
- We are entitled to accept the order within two weeks. Our acceptance may be granted either in writing, or by delivering the goods to the Customer. Our confirmation of order shall exclusively determine the scope of the delivery. Subsequent additions or alterations to the order must be expressly confirmed by us in writing in order to become effective.
- If the goods are ordered electronically, then we shall send the Customer confirmation of receipt of order without delay. This confirmation in itself does not constitute any binding acceptance of the order.
- We reserve all existing copyrights for documents, calculations, etc. which we send. These documents and materials shall remain our property, unless otherwise agreed. Disclosing them to third parties is not permitted, unless we have given our permission in writing.
- Our quotations are subject to alteration. We reserve the right to make minor alterations to the construction, design or performance of our equipment as given in our catalogues and brochures or on our website, as well as modifications due to technical progress.
Partial deliveries are permissible provided the Customer may reasonably be expected to accept them. As a matter of principle, each partial delivery shall be regarded as a separate transaction.
§ 3 Delivery Period
- Our delivery period shall commence when the confirmation of order is sent to the Customer. However, commencement of the delivery period we give shall always depend on all the technical issues and design specifications having been clarified.
- Giving delivery dates shall always be subject to the Customer’s cooperation in accordance with the contract. Compliance with our delivery obligations shall depend on punctual due performance by the Customer of its obligations (e.g. providing records, permits, releases, etc. to be obtained by the Customer).
- The delivery deadline shall be deemed met if, prior to its expiry, the goods have been dispatched or the Customer has been notified in writing that they are ready for dispatch. If non-compliance with the agreed delivery date is due to force majeure, e.g. war, natural disasters, etc., or events such as strikes, etc., then the delivery period shall be extended accordingly.
- If the Customer defaults in accepting delivery, then we shall be entitled to demand compensation for any losses we thus sustain. We reserve the right to assert claims going beyond this. If compensation is demanded in lieu of performance pursuant to German Civil Code BGB § 281, then we shall be entitled – irrespective of the possibility of claiming higher damages – to demand 20% of the sales price by way of compensation. The Customer is at liberty to prove that substantially less damage – or no damage at all – has been caused.
§ 4 Prices, Terms of Payment
- Pricelists and prices quoted in catalogues and on websites are without obligation. As a matter of principle, agreements on fixed prices must be made in writing.
- The minimum order value is €40 or €150 for custom-made products. For Cu costing €150 per 100 kg and over, a copper surcharge in accordance with the DEL fixing on the date of the confirmation of order shall be charged, depending on the weight of Cu given.
- Our prices are “ex works” or “ex warehouse” (EXW Verden/Aller — INCOTERMS 2000), and do not include packaging, freight, assembly, commissioning and other incidental costs (e.g. customs duties), which shall be charged separately.
- Our prices do not include statutory value added tax, which shall be given on the invoice separately at the rate in force at the time.
- The purchase price must be paid without deduction 30 days after the date of invoice, or within 10 days of the date of invoice at a 2% discount, in both cases free of charges. The Customer shall be in default with the payment as from expiry of the respective deadline. The same applies to any part deliveries invoiced separately.
§ 5 Right of Return or Revocation Applying to Consumer Contracts
- We shall grant the statutory right of return or revocation only for legal transactions made by individuals as defined in Federal German law. Such customers shall no longer be bound by their order if they revoke their contractual commitment within 2 weeks by issuing a written declaration (e.g. letter, fax, email), or by returning the goods (no reasons need be given). The deadline shall commence at the earliest on receipt of such declaration. Dispatching the goods or sending the declaration of revocation before the deadline shall suffice in order for such deadline to be met. The declaration of revocation or the return consignment must be sent to: BLOCK Transformatoren Elektronik GmbH, Postfach 1170, 27261 Verden, Germany. If the revocation is effective, then the performance received by each party shall be returned, and any benefits enjoyed (e.g. interest) shall be surrendered. If the item received is not returned, or is only returned in a poorer condition, then compensation for the loss in value must be paid. This shall not apply if the deterioration of the item is solely due to its having been inspected, such as might be the case in a retail shop. However, you can avoid the obligation to pay compensation for loss in value if you do not start using the item as your own property, and refrain from doing anything which might impair its value. The return consignment shall be sent at our expense, unless the price of the item being sent back is less than EUR 40, or if – in the event of the price of the item being higher – the consumer has not yet rendered counter-performance or made a part payment by the date of revocation. Items which cannot be sent in a parcel shall be fetched from your premises.
§ 6 Passing of Risk
- Unless otherwise stated in the confirmation of order, it is agreed that deliveries shall be “ex works” (EXW Verden/Aller — according to current INCOTERMS). If it has been agreed between the Customer and ourselves that the item to be delivered is to be sent, then we shall be entitled to choose the type of dispatch.
- The risk of accidental destruction or accidental deterioration of the goods shall pass to the Customer when the goods are handed over, or – in the case of purchased goods being dispatched – when the item is delivered to the carrier or to any other person designated the task of performing dispatch.
§ 7 Liability for Defects
- Asserting claims for defects shall depend on the Customer having performed its obligations to inspect the goods and lodge complaints pursuant to German Commercial Code HGB § 377. In particular, equipment must be checked for functionality before being put into operation, and measuring instruments must be checked for correct readings and adjusted if necessary, whereby the details given in the operating instructions must be heeded.
- The Customer may not derive any further rights from material defects which do not impair the value of the goods and their suitability for their evident use, or only impair them slightly.
- If there is any defect in the item bought, then we shall make subsequent improvements or a subsequent delivery, at our discretion. If we opt for subsequent improvements, then we shall be under obligation to pay all the expenses thus incurred, in particular transport, labour and material costs. This shall not apply if the goods ordered have been taken to a place other than the place of performance, resulting in an increase in costs.
- If our efforts to make subsequent improvements fail, then the Customer may demand rescission of the sales contract or a reduction in the price.
- If the Customer is sent incomplete assembly instructions, then we shall only be under obligation to send assembly instructions which are complete. This shall also apply if the omission in the assembly instructions conflicts with proper assembly.
- Unless otherwise stipulated above, liability is excluded.
- The period during which claims for defects may be asserted is twelve months as from the passing of risk.
- Assigning guarantee claims is only allowed with our prior written consent.
§ 8 Damages
- We shall only be liable for damages in accordance with statutory regulations in cases of personal injury, or if the damage is covered by Product Liability Law, or is due to intent or gross negligence.
- If the damage is due to culpable violation of an essential contractual obligation or cardinal duty, then we shall only be liable for the damage typical for the type of contract.
- All further contractual claims or claims in tort on the Customer’s part are excluded. We shall therefore in particular not be liable for any damage not occurring on the actual item delivered, or for loss of profits or other financial losses sustained by the Customer.
§ 9 Limitation
- Subject to the provisions laid down in German Civil Code BGB § 438 (1) no. 2 and § 479, claims based on § 7 above shall become statute-barred one year after the date on which the goods are dispatched. The right to rescind the contract or reduce the price is thus excluded by law accordingly.
§ 10 Retention of Title
- We reserve title to the goods delivered until all our receivables from the Customer based on the business relationship have been paid, including claims created at a future date under contracts reached either simultaneously or later.
- The Customer is under obligation to treat the delivered goods with care at all times, and to insure them against fire, water and theft at its own expense.
- If the Customer acts in breach of contract, and in particular in the event of default in payment, we shall be entitled to rescind the contract and take back the goods. For the purpose of reclaiming the goods, the Customer here and now irrevocably gives us permission to enter its offices and storage premises without obstruction, and to take away the goods. Once we have taken back the item bought, we shall be entitled to utilise it. Any proceeds thus attained shall be counted towards the Customer’s liabilities.
- If the goods delivered are pledged, the Customer must inform us to this effect without delay. The Customer is prohibited from making arrangements with its own customers which might impair our rights.
- The Customer is entitled during the normal course of business to re-sell or process the item bought. Any processing shall be performed on our behalf. If goods subject to retention of title are processed, combined or mixed with other goods, then as a matter of principle we shall acquire co-ownership of the new object, equivalent to the value of the goods subject to retention of title (=gross invoiced amount, including incidental costs and tax) in proportion to the value of the other goods.
- The Customer here and now assigns to us all receivables to which it is entitled from re-sale, up to the amount given on our invoice (incl. VAT). Even after making such assignment, the Customer shall remain authorised to collect such receivables. Our power to collect the receivables ourselves shall remain unaffected, but we shall not exercise this right as long as the Customer performs its payment and other obligations, and as long as no petition for the institution of insolvency proceedings has been filed against the Customer’s assets. On being requested to do so, the Customer shall notify us about the assigned receivables and the debtors concerned, give us all the information required in order to collect the receivables, hand over to us the relevant documents, and advise the debtors about the assignment.
- The Customer shall assign to us all and any claims created vis-à-vis a third party when the object purchased is attached to real property.
- Insofar and as long as our retention of title persists, the Customer may neither assign by way of security nor pledge any goods or items made therefrom without our consent. Concluding financing contracts (e.g. leasing) providing for the assignment of our reserved rights must be approved by us in writing beforehand, unless the financing institution is obligated under such contract to pay out to us directly the share in the purchase price to which we are entitled.
- At the Customer’s request, we undertake to release at our own discretion the security to which we are entitled, insofar as the realisable value of the security exceeds the receivables being secured by more than 20%, or insofar as the nominal amount of the security exceeds the receivables being secured by more than 50%.
§ 11 Deliveries of Equipment for Trial Use
- If equipment is supplied for trial use, then the Customer – unless otherwise agreed – must pay the freight costs and the cost of packaging and insurance, as well as any loss in value occurring. Apart from this, the Customer shall be liable during the entire trial period for any loss of or damage to the goods supplied. Any goods that are returned must be in perfectly cleaned condition, and the return transport must be insured at the Customer’s expense.
§ 12 Miscellaneous
- Liability for the violation of obligations under Equipment & Product Safety Law is restricted to products put on the market after 01.05.2004.
§ 13 Venue, Place of Performance
- The venue shall be at the location of our business headquarters. The same shall apply if the Customer has no general venue in Germany, or if its place of abode or normal place of residence is not known at the time when action is brought. However, we shall also be entitled to sue the Customer at the court having jurisdiction at the location of the latter’s business or residence.
- The laws of the Federal Republic of Germany shall apply; CISG is excluded. This shall also apply if the Customer is a foreigner, or is based in a foreign country.
- Unless otherwise stated, place of performance shall be the location of our registered headquarters.
- If any provision of the contract with the Customer, including these General Terms of Business, is or becomes inoperative in whole or in part, then this shall not affect the validity of the remaining provisions. The provision which is entirely or partly inoperative shall be substituted by one having an effect in business terms that most closely approximates that of the inoperative provision.
revised version Oktober 2011
For translation purpose only