General Terms and Conditions
I. General Provisions
For the legal relations between the supplier and the purchaser in connection with the deliveries and/or services of the supplier (hereinafter: deliveries), these terms and conditions alone shall apply.
General terms and conditions of the purchaser shall apply only insofar as the supplier has expressly agreed to them in writing.
The scope of the deliveries shall be determined by the mutual written statements of both parties.
2.
The supplier reserves all ownership and copyright usage and exploitation rights in relation to cost estimates, drawings, and other documents (hereinafter: documents) without restriction.
The documents may only be made accessible to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not placed with the supplier.
The sentences 1 and 2 apply accordingly to documents of the purchaser; however, these may be made accessible to such third parties to whom the supplier has lawfully transferred deliveries.
3.
The purchaser has the non-exclusive right to use standard software and firmware with the agreed performance features in unchanged form on the agreed devices.
Without an express agreement, the purchaser may create a backup copy of the standard software.
4. Partial deliveries are permissible as long as they are reasonable for the purchaser.
5. The term “claims for damages” in these terms and conditions also includes claims for reimbursement of futile expenses.
II. Prices, payment terms, and set-off
The prices are quoted ex works exclusive of packaging plus the respective applicable statutory value-added tax.
If the supplier has taken over the installation or assembly and no other agreement has been made, the customer bears all necessary ancillary costs such as travel and transport costs as well as outlays in addition to the agreed remuneration.
Payments are to be made free of charge to the supplier's place of payment.
The customer can only offset with such claims that are undisputed or legally established.
III. Retention of Title
The items of the deliveries (reserved goods), for which the purchase price claim becomes due immediately or for which a payment period of up to and including 30 days after delivery, delivery with assembly/installation, or receipt of invoice has been agreed, remain the property of the supplier until full payment is made.
2.
In all other cases, the items of the deliveries (reserved goods) remain the property of the supplier until all claims against the purchaser arising from the business relationship have been fulfilled.
Insofar as the value of all security rights to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier will release a corresponding portion of the security rights upon the purchaser's request; the supplier has the choice between different security rights upon release.
During the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership as security, and resale is only permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment from its customer or makes the reservation that ownership transfers to the customer only when it has fulfilled its payment obligations.
4.
If the purchaser sells reserved goods, he hereby assigns his future claims from the resale against his customers with all ancillary rights – including any balance claims – as security to the supplier, without the need for any further special declarations.
If the reserved goods are sold together with other items, without a unit price having been agreed for the reserved goods, the purchaser assigns the part of the total price claim to the supplier that corresponds to the price of the reserved goods charged by the supplier.
5.
a)
The purchaser is permitted to process, mix, or combine the reserved goods with other items.
The processing is done for the supplier.
The purchaser stores the newly created object for the supplier with the care of a diligent businessman.
The new object is considered reserved goods.
b)
The supplier and the purchaser agree now that in the case of combination or mixing with other items not belonging to the supplier, the supplier is entitled to co-ownership of the new object in the amount of the portion that arises from the ratio of the value of the combined or mixed reserved goods to the value of the remaining goods at the time of combination or mixing.
The new object is considered reserved goods to this extent.
c)
The regulation concerning the assignment of claims pursuant to No. 4 also applies to the new object.
The assignment, however, applies only up to the amount that corresponds to the value of the processed, combined, or mixed reserved goods charged by the supplier.
d)
If the purchaser connects the reserved goods with real estate or movable items, he also assigns his claim, which he is entitled to as compensation for the combination, with all ancillary rights as security in the amount of the ratio of the value of the combined reserved goods to the other connected goods at the time of combination to the supplier, without the need for any further special declarations.
General terms and conditions for products and services of the electrical industry (“Green Delivery Terms” – GL) for use in commercial transactions with entrepreneurs
Non-binding conditions recommendation of ZVEI e. V.
Status: January 2022
ABB No. 2292 m 012022
6.
Until revoked, the purchaser is authorized to collect assigned claims from the resale.
In the event of a significant reason, especially in case of payment default, payment suspension, initiation of insolvency proceedings, check protest, or substantiated indications of the purchaser's over-indebtedness or impending insolvency, the supplier is entitled to revoke the purchaser's collection authorization.
Furthermore, the supplier can, after prior warning and observing a reasonable period, disclose the security assignment, realize the assigned claims, and demand the disclosure of the security assignment by the purchaser to the customer.
7.
In the event of seizures, confiscations, or any other dispositions or interventions by third parties, the purchaser must notify the supplier immediately.
Upon substantiation of a legitimate interest, the purchaser must immediately provide the supplier with the information required to assert his rights against the customer and hand over the required documents.
8.
In the event of violations of obligations by the purchaser, especially in case of payment default, the supplier is entitled, after the unsuccessful expiration of a reasonable period set for the purchaser to perform, both to reclaim the items and to withdraw from the contract; the statutory provisions on the dispensability of the setting of a period remain unaffected.
The purchaser is obliged to surrender.
The reclaiming of the goods or the assertion of the retention of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has explicitly stated this.
IV. Deadlines for deliveries; Default
1.
Compliance with deadlines for deliveries requires the prompt receipt of all documents to be provided by the purchaser, necessary approvals and releases, especially plans, as well as adherence to the agreed payment terms and other obligations by the purchaser.
If these conditions are not fulfilled in time, the deadlines will be extended appropriately; this does not apply if the supplier is responsible for the delay.
If non-compliance with the deadlines is due to
a) force majeure, e.g. mobilization, war, terrorist acts, unrest, or similar events (e.g. strike, lockout),
b) virus and other attacks by third parties on the supplier's IT system, provided that these occurred despite the diligence normally exercised in protective measures,
c) obstacles due to German, U.S., as well as other applicable national, EU, or international trade regulations or other circumstances for which the supplier is not responsible, or
d) untimely or improper delivery by the supplier, the deadlines will be extended appropriately.If the supplier is in default, the purchaser - provided they credibly demonstrate that they have suffered damage as a result - can demand compensation for each completed week of default of 0.5%, but in total no more than 5% of the price for the part of the deliveries that could not be used purposefully due to the default.
4.
Claims for damages by the purchaser due to delays in delivery as well as claims for damages instead of performance that exceed the limits set out in No. 3 are excluded in all cases of delayed delivery, even after the expiry of a deadline set for the supplier for delivery.
This does not apply to cases of intent, gross negligence, or due to the infringement of life, body, or health.
The purchaser can only withdraw from the contract within the framework of legal provisions if the delay in delivery is the supplier's fault.
A change in the burden of proof to the detriment of the purchaser is not associated with the above provisions.
The purchaser is obliged to declare upon the supplier's request within a reasonable period whether they withdraw from the contract due to the delay in delivery or insist on delivery.
6.
If shipping or delivery is delayed at the purchaser's request by more than one month after notification of readiness for shipment, the purchaser may be charged storage fees of 0.5% of the price of the items delivered for each additional month commenced, but in total no more than 5%.
The proof of higher or lower storage costs remains with the parties.
V. Transfer of risk
The risk also passes to the buyer in the case of free delivery as follows:
a) in the case of delivery without setup or assembly, when it has been dispatched or collected; at the buyer's request and expense, the delivery will be insured by the supplier against usual transport risks;
b) in the case of delivery with setup or assembly on the day of takeover into the buyer's own operation or, if agreed, after a successful trial operation.If the dispatch, delivery, start, or execution of the setup or assembly, the takeover into the buyer's own operation, or the trial operation is delayed for reasons attributable to the buyer or if the buyer is in default of acceptance for other reasons, then the risk passes to the buyer.
VI. Installation and Assembly
Unless otherwise agreed in writing, the following provisions apply to the installation and assembly:
The purchaser shall take over and provide at his own expense in a timely manner:
a) all earth, construction, and other unrelated ancillary work, including the necessary skilled and unskilled labor, building materials, and tools;
b) the necessary items and substances for assembly and commissioning, such as scaffolding, lifting equipment, and other devices, fuels, and lubricants;
c) energy and water at the point of use, including connections, heating, and lighting;
d) sufficient, suitable, dry, and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc. at the assembly site, and adequate working and resting facilities for the assembly personnel, including appropriate sanitary facilities; furthermore, the purchaser must take measures at the construction site to protect the ownership of the supplier and the assembly personnel as he would take to protect his own property;
e) protective clothing and protective devices that are necessary due to special circumstances at the assembly site.Before the start of the assembly works, the purchaser must provide the necessary information about the location of concealed electrical, gas, and water lines or similar facilities as well as the required static information without being prompted.
3.
Before the commencement of the installation or assembly, the necessary supplementary items and objects required for the work must be present at the installation or assembly site, and all preliminary work must have progressed to the extent that the installation or assembly can be initiated and carried out without interruption in accordance with the agreement.
Access routes and the installation or assembly area must be leveled and cleared.
If the installation, assembly, or commissioning is delayed due to circumstances for which the supplier is not responsible, the purchaser shall bear, to a reasonable extent, the costs for waiting time and any additional necessary trips by the supplier or the assembly personnel.
The purchaser must confirm the weekly duration of the working hours of the assembly personnel as well as the completion of the installation, assembly, or commissioning to the supplier without delay.
6.
If the supplier requests acceptance of the delivery after completion, the purchaser shall carry out this within two weeks.
The same applies to acceptance if the purchaser allows the two-week period to elapse or if the delivery has been put into use – possibly after the completion of an agreed test phase.
VII. Receipt
The buyer may not refuse to accept deliveries due to insignificant defects.
Future?
In Motion.
