General Terms and Conditions
of ElektroPhysik Dr. Steingroever GmbH & Co. KG, Cologne
§ 1 Scope
- Exclusively the following general terms and conditions (hereinafter called T&Cs) are applicable for business relations between ElektroPhysik Dr. Steingroever GmbH & Co. KG, Pasteurstr. 15, 50735 Cologne and the Client.
- Any other T&Cs by the Client are hereby expressly rejected.
- By placing the order the Client accepts the T&Cs as an integral part of the contract.
- Our offers and the following T&Cs are directed exclusively at entrepreneurs (§ 14 BGB/German Civil Code). If after conclusion of the contract the Client is found not to be an entrepreneur we are at a liberty to rescind the contract.
- The language of the contract shall be German or English.
§ 2 Terms of the Contract
- The scope of delivery commitment is contingent on the confirmation of order.
- The stipulated nature of the object of purchase is defined solely by the specific information on the object of purchase stated in the order confirmation. Unless expressly agreed otherwise, the order shall be executed in accordance with our sales documents (descriptions, printed matter, prospectuses, dimension sheets, our home page and online catalogue information). We reserve the right of ownership and copyright to our models, plans and drawings.
- Incidentally, technical data, diagrams, drawings, prospectuses, advertising brochures etc. are merely meant for general descriptive purposes. They only constitute approximate representative information. The right to make changes in construction, form, weight, dimensions, finish and colour of our products in the aforementioned context is reserved, provided the function and application of the products are not affected and they are reasonable for clients by generally accepted standards.
- The Client has to specifically ask for test certificates, factory certifications and other documentation to be sent while placing the order. They are charged separately.
§ 3 Conclusion of Contract, Client’s Obligation to Notify
- Placing of orders or bookings made by clients are regarded as quotations. The information given in prospectuses, advertisements, communication media, internet etc serves for the client to make a quotation. The information including price quotations are subject to change without notice.
- The Client is bound to his order for two weeks. The contract is considered to be concluded if the order is confirmed (order confirmation) by us within these two weeks, either in writing or by the same mode used in placing the order. Alternatively, delivery of goods even without an order confirmation also stands for conclusion of contract when the order confirmation is not deemed necessary.
- The Client is obliged to give us all the required information on the intended use of the article of sale while placing the order. This is especially relevant for use in military purposes and in those instances where the goods of delivery are going to be used in conjunction with toxic, inflammable, caustic and explosive mediums and other hazardous materials, or for use at special temperatures and pressure conditions, or if any other form of specific operating conditions exist.
§ 4 Prices and Terms of Payment
- All prices are to be considered as net end price, plus freight, packaging, insurance and additional costs and plus the statutory VAT of 19% presently. For contracts where specific fixed prices have not been stipulated, the list prices prevailing on the day of delivery and those mentioned by us in the concrete offer are charged. Unless stipulated otherwise, deliveries and services will be charged in Euros.
- For new clients, we reserve the right to deliver only against advance payment or cash on delivery.
- Unless stipulated otherwise, the invoices presented by us are due and payable with immediate effect. Payment is considered to be completed only once the amount is available to us. The Client is found to be in default if he fails to pay within 14 days of the due date and upon receipt of an invoice or a similar payment schedule. In the event of a default we are entitled to levy default interest at the statutory rate.
- The minimum order value is 25.00 EUR plus VAT and additional charges. For a lower order value we charge an additional processing fee of 10.00 EUR respectively.
- Terms of payment granted exceptionally can be revoked if adherence to this arrangement proves unreasonable for us, especially if the Client defaults on payment beyond 14 days, or his financial circumstances deteriorate considerably. In such an event we are entitled to deliver goods not yet dispatched only against advance payment or an adequate security deposit.
- We are entitled to offset the Client’s payments first against his earlier liabilities and will inform him about the nature of the offset made. In the event of costs and interest already being accrued, we are entitled to offset payment first of the costs, then of the interest and lastly of the primary debt.
- The Client is entitled to offset only if the counterclaim is established as being indisputable or legally binding. Retention of payments by the Client for counterclaims arising from other contractual relationships is excluded.
§ 5 Time of Delivery
- The stipulated time of delivery begins after receipt of all documents and information required for the execution of the order and the Client complying with all customary obligations including the settlement of any solicited advance payments.
- The time of delivery is subject to the incidence of unforeseeable encumbrances like force majeure, strikes, lockout, official interventions, delays in the supply of basic raw materials and components and other circumstances for which we are not responsible. In such cases that are to be brought immediately to the notice of the Client, the time of delivery gets extended by a period corresponding to and contingent on the nature of the unforeseeable encumbrance. However, should the unforeseen encumbrance continue to last for more than 3 weeks for deliveries within Germany and over 3 months for deliveries abroad, both the contractual parties are at a liberty to cancel the contract without notice.
- The stipulated terms of delivery are subject to timely, correct and complete deliveries being made to us. The Client shall be informed immediately if we cannot deliver the ordered article on time on account of not having received our supplies on time for no fault of ours, or of the article being sold out owing to an unanticipated surge in demand. In this case of a delay in delivery the Client is free to wait for the article or cancel the order. In the event of the article being sold out, both the parties have the right to rescind the contract.
- We have the right to make partial deliveries with separate invoices if the Client finds this acceptable.
§ 6 Passing of Risk, Shipment and Packaging
- Should the article be shipped at the Clients’ wish (mail order purchase), the risk of accidental perishing and/or incidental deterioration of the article is passed on to the Client once the article is consigned to the carrier, forwarding agent or any other person designated to dispatch, however, no later than from the moment that it leaves the factory or warehouse. This is applicable irrespective of the dispatch being done from the place of performance or of the party bearing the freight costs. If the article is ready for dispatch, and the dispatch or removal is delayed for reasons we are not responsible for, the risk is passed on to the Client from the moment he receives the notice of readiness for dispatch. However, the Client can ask us for an insurance cover at his expense that is effective from this point in time onwards. This applies equally to transport insurance, if any.
- Unless expressly stipulated otherwise, the shipment follows at the cost and risk of the Client. As far as partial deliveries are concerned, the additional shipping costs incurred thereby are charged only if this has been requested or sanctioned by the Client.
- If shipment is done at our risk, the Client has to notify an externally visible transport damage to the freight forwarding agent no later than at the time of delivery of the article. Otherwise the article is presumed to be delivered in a condition prescribed by the contract. This assumption is likewise valid in the event of loss or damage not being externally visible and a notification supported by substantiating documents not being been made to us within seven days of delivery.
- Unless expressly stipulated otherwise, packaging will be charged separately and shall not be revoked.
§ 7 Title Retention
- The title to the delivered article shall remain vested in us until complete payment of the sale price along with all subsidiary claims. As regards delivery of multiple items at a total price, this retention of title is effective until complete payment of all articles. The retention of title is furthermore applicable until all the claims against the Client already existing at the time of concluding the contract are settled.
- In case of seizure, damage or misplacement of goods subject to retention of title, the Client is obliged to inform us immediately. The Client is entitled to resell goods subject to retention of title in the ordinary course of trade, nevertheless bound by title retention. He agrees at this point in time itself to assign to us all the receivables equivalent to the invoice amount, resulting from the resale to a third party. We herewith accept the assignment. The Client is authorised to collect the receivables after the assignment. We reserve the right to collect the receivables ourselves the moment the Client fails to duly comply with his payment obligations, especially if he defaults on payment.
- In case of seizure of the goods subject to retention of title by third parties, especially bailiffs, the Client shall bring our title ownership to their notice and inform us immediately so that we may assert our proprietorship. If the third party is not in a position to reimburse the judicial and out of court costs arising in this context the Client stands warranty for the same.
§ 8 Inspection and Complaint Notification, Defects Liability
- We grant warranty for defects in goods, initially at our discretion either by rectification or replacement.
- Defects arising from incorrect handling, normal wear and tear or external factors are not covered by this warranty. Thus damages caused in particular by leaking rechargeable and normal batteries in the appliances sold or repaired by us do not basically form a part of the warranty. The warranty claim is rendered invalid for repairs of goods carried out by oneself or by a third person without our written consent. Improper handling and breach of contract in the actions taken by the Client are determined in particular by the manufacturer’s information on the delivered goods.
- We provide a service life warranty of 12 months as of delivery on all products on offer should the product or parts thereof manifest a risk of wear of less than 12 months contrary to designated use.
- The Client is obliged to inspect the delivered goods for noticeable defects. Instances of wrong goods or an extremely insufficient quantity of goods being delivered also count as noticeable defects. Noticeable defects or the absence of promised features have to be reported to us in writing within a period of one week from receipt of goods, and latent defects within one week of discovery. In the event of a breach of obligation to inspect and notify defects, the goods will be deemed as accepted. The burden of proof lies fully with the Client for all eligibility requirements particularly for the defect itself, for the date of detection of defect and for the timely notification of defect.
- If the complaint proves to be unjustified, we are entitled to charge the Client for the costs incurred in connection with the claim.
- Only our direct contractual partner is entitled to assert warranty claims against us and they are not transferable.
§ 9 Limitation of Liability, Statute of Limitations
- Any form of contractual and non-contractual damage claims of the Client against ElektroPhysik Dr. Steingroever GmbH & Co.KG, its legal representative and vicarious agents regardless of the legal grounds is excluded, unless the damage claims are based on intentional and grossly negligent breach of obligations. The limitation of liability is not applicable if ElektroPhysik Dr. Steingroever GmbH & Co.KG, its legal representative and vicarious agents have fraudulently concealed a defect or granted warranty for the quality of goods. It is likewise not applicable to damage claims arising from injury to life, body or health for which ElektroPhysik Dr. Steingroever GmbH & Co.KG, its legal representative and vicarious agents are responsible, and to the mandatory liability as per the German Product Liability Act.
- The Client is himself liable for damages caused by non-observance of these T&Cs or for misdemeanour on his part.
- The warranty claims and all other contractual and non-contractual claims of the Client relating to a defect in the article shall lapse after a year from delivery. As opposed to this, claims for compensation arising from injury to life, body or health and for damages caused by gross negligence fall under the statute of limitations as per statutory provisions even when they are based on a defect in the article. The limitation periods set by the German Product Liability Act will in any event remain unaffected.
§ 10 Data Protection
- Your personal data is electronically stored in keeping with the prevailing data protection regulations. It shall not be passed on to a third party.
§ 11 Final Clauses
- All contractual relations between us and the Client are subject to the laws of the Federal Republic of Germany. The CISG (UN Convention on Contracts for the Sale of Goods) is not applicable.
- Any claims of the Client arising from the contractual relationship, regardless of the provisions of § 354a HGB (German Commercial Code), cannot be transferred to a third party without a prior written consent.
- The official location of our company is the place of performance and exclusive even international place of jurisdiction for all direct and indirect disputes arising from the contractual relationship, unless an exclusive court of jurisdiction at another location is justified for the disputes. The same is applicable if the Client does not have a general court of jurisdiction in Germany or in another EU member country. We are, however, also entitled to assert our claims at the general place/court of jurisdiction of the Client.
- Should individual contractual clauses cease to be an integral part of the contract or become invalid, this shall not affect the rest of the contract. The contractual partners pledge to replace the invalid provision by an effective regulation, which comes closest to fulfilling the commercial objective of the invalidated provision. The same applies to a contract loophole in need of regulation.
T&Cs Version 1.1.b