Terms and conditions

I. Offer and information from the customer

Offers are always non-binding.

The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents; they may not be made accessible to third parties. The supplier is obliged to make plans designated as confidential by the customer accessible to third parties only with the customer’s consent.

The Purchaser shall assume responsibility for the information to be provided by him and the documents and orders to be supplied.

II. Scope of delivery

The Supplier’s written order confirmation shall be decisive for the scope of delivery; in the case of an offer by the Supplier with a time limit and acceptance within the time limit, the offer shall be decisive if no order confirmation has been received in good time. Subsidiary agreements and amendments require the written confirmation of the supplier.

III. Pricing and payment

1. Prices are ex works excluding packaging. Packaging will not be taken back.
2. Payments shall be made within the agreed payment period free Supplier’s paying agent.
3. The withholding of payments or offsetting due to any counterclaims of the Purchaser disputed by the Supplier shall not be admissible.
4. In the event of late payment, EUR 2.50 shall be charged per reminder, unless higher expenses have been incurred.

IV. Delivery time

1. Delivery deadlines require a written agreement. If the deadline is not met and a grace period to be set expires, the customer shall be entitled to withdraw from the contract.
   The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.
   The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lock-outs, as well as in the event of unforeseen obstacles that 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 at subcontractors. The supplier shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay. In important cases, the Supplier shall inform the Purchaser of the beginning and end of such hindrances as soon as possible.
   If the Purchaser demonstrably suffers damage due to a delay caused by the Supplier’s own fault, the Purchaser shall be entitled to claim compensation for the delay after the Supplier has been given notice of default, to the exclusion of any further claims. Such compensation shall amount to 1/2 per cent for each full week of delay, but in total not more than 5 per cent of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
   If dispatch is delayed at the Purchaser’s request, the Purchaser shall be charged, starting one month after notification of readiness for dispatch, the costs incurred for storage, in the case of storage at the Supplier’s works, but at least 1/2 per cent of the invoice amount for each month. However, the Supplier shall be entitled, after setting a reasonable deadline which has expired without result, to dispose of the delivery item elsewhere and to supply the Purchaser within a reasonably extended period.
   Compliance with the delivery period shall be subject to the fulfilment of the contractual obligations of the Purchaser.

V. Transfer of risk and acceptance

1. The risk shall pass to the Purchaser at the latest when the delivery parts are dispatched, even if partial deliveries are made or the Supplier has assumed other services, e.g. the shipping costs or transport and installation. Unless otherwise agreed, the consignment shall be insured by the Supplier against theft, breakage, transport, fire and water damage and other insurable risks at the expense of the Purchaser.
   If dispatch is delayed due to circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day on which the goods are ready for dispatch; however, the Supplier shall be obliged, at the request and expense of the Purchaser, to take out the insurance policies requested by the Purchaser.
   requested.
   Delivered items, even if they have minor defects, shall be accepted by the Purchaser without prejudice to the rights under Section VII.
   Partial deliveries are permissible.
   VI Retention of title
   Until fulfilment of all claims (including all current account balance claims) to which the Supplier is entitled against the Purchaser now or in the future, irrespective of the legal grounds, ownership of the goods shall remain with the Supplier (in the case of payment by cheque or bill of exchange until full encashment, even in the case of prolongation). Processing or transformation shall always be carried out for the Supplier as manufacturer, but without any obligation for him. If the Supplier’s (co-)ownership expires due to combination, it is hereby agreed that the Purchaser’s (co-)ownership of the uniform item shall pass to the Supplier in proportion to its value (invoice value). The Purchaser shall store the Supplier’s (joint) property with the care of a prudent businessman. Goods to which the Supplier is entitled to (co-)ownership are hereinafter referred to as reserved goods.
   The Purchaser is authorised to process and sell the reserved goods in the ordinary course of business. Pledges or transfers by way of security are not permitted. The Purchaser must allow the Supplier and its authorised representatives to enter the place where the goods are stored. The Purchaser hereby assigns to the Supplier by way of security in full all claims arising from the resale or any other legal reason in respect of the goods subject to retention of title (including all current account balance claims). At the Supplier’s request, the Purchaser shall be obliged to provide the Supplier with all information necessary for the collection of the claims, to hand over the relevant documents and to inform the debtors of the assignment. The Supplier revocably authorises the Customer to collect the claims assigned to the Supplier for the Supplier’s account in its own name.
   In the event of third party access to the reserved goods, the Purchaser shall draw attention to the Supplier’s ownership and inform the Supplier immediately. Costs and damages shall be borne by the Purchaser.

VII. Liability for defects in the delivery

All parts or services which become unusable or whose usability has been significantly impaired within 12 months – irrespective of the period of operation – from the date of transfer of risk as a result of a circumstance prior to the transfer of risk, in particular due to faulty design, poor material or defective workmanship, shall be repaired, replaced or provided again free of charge at the Supplier’s discretion. The discovery of such defects must be reported to the supplier immediately in writing. The place of fulfilment is Tübingen.
The Purchaser must fulfil his contractual obligations, in particular the agreed terms of payment. If a notice of defects is asserted, the Purchaser may withhold payments to an extent that is in reasonable proportion to the defects that have occurred. However, if the contract is part of the purchaser’s commercial business, the purchaser may withhold payments only if a notice of defects is asserted and there can be no doubt as to its justification.
The Purchaser shall grant the Supplier the time and opportunity required at its reasonable discretion to remedy the defect. If the Purchaser refuses to do so, the Supplier shall be released from liability for defects.
If the Supplier allows a reasonable period of grace granted to it to elapse without remedying the defect, the Purchaser may demand cancellation of the contract (rescission) or a reduction in payment (abatement).
The customer’s right to assert claims arising from defects shall in all cases become time-barred 12 months after the date of the complaint. If no agreement is reached within this period, the supplier and purchaser may agree to extend this limitation period.
The liability for defects does not apply to natural wear and tear, nor to damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground and such chemical, electrochemical or electrical influences that are not provided for in the contract.

Any improper modifications and repair work carried out by the customer or third parties shall invalidate any liability for the resulting consequences.
The warranty period is 3 months for repairs and 6 months for replacement deliveries or replacement services. It shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects shall be extended by the duration of the interruption of operations caused by the fact that repairs, replacement deliveries or replacement services become necessary for those parts that cannot be operated for their intended purpose due to the interruption.
The provisions on warranty periods in sections 1.5 and 8 shall not apply if the law prescribes longer periods.
Further claims of the Purchaser against the Supplier and its vicarious agents are excluded, in particular a claim for compensation for damage that has not occurred to the delivery item itself. This shall not apply in cases of mandatory liability based on intent, gross negligence or the absence of warranted characteristics.
Clauses 1-10 shall apply mutatis mutandis to such claims of the customer for subsequent improvement, replacement delivery or compensation for damages which have arisen as a result of suggestions or advice given within the scope of the contract or as a result of a breach of secondary contractual obligations.

VIII. Liability for secondary obligation

If, through the fault of the Supplier, the delivered item cannot be used by the Purchaser in accordance with the contract as a result of omitted or faulty execution of proposals and advice prior to or after conclusion of the contract as well as other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections VII and IX shall apply accordingly, to the exclusion of further claims by the Purchaser.

IX. Customer’s right of cancellation

The purchaser may withdraw from the contract if the supplier is finally unable to fulfil the entire performance before the transfer of risk. The same shall apply if the Supplier is unable to fulfil its obligations. The Purchaser may also withdraw from the contract if, in the case of an order for similar items, the fulfilment of part of the delivery becomes impossible in terms of quantity and the Purchaser has a justified interest in rejecting a partial delivery; if this is not the case, the Purchaser may demand a corresponding reduction in its consideration.
If there is a delay in performance within the meaning of Section IV of the Terms and Conditions of Delivery and the Purchaser grants the Supplier in default a reasonable grace period with the express declaration that it will refuse to accept the performance after expiry of this period, and if the grace period is not complied with, the Purchaser shall be entitled to withdraw from the contract.
If the impossibility occurs during the delay in acceptance or through the fault of the purchaser, the latter shall remain obliged to counter-performance.
The Purchaser shall also have a right of cancellation if the Supplier allows a reasonable period of grace granted to it for the repair or replacement of a defect for which it is responsible within the meaning of the terms of delivery to elapse fruitlessly through its own fault. The Purchaser’s right of cancellation shall also exist in the event of impossibility or inability of the Supplier to repair or replace the goods.
To the extent permitted by law, all other further claims of the Purchaser, in particular for cancellation, termination or reduction as well as for compensation for damages of any kind, including damages that have not occurred to the delivery item itself, are excluded.

X. Right of the supplier to cancellation

In the event of unforeseen events within the meaning of Section IV of the Terms and Conditions of Delivery, insofar as they significantly change the economic significance or the content of the service or have a significant impact on the supplier’s operations, and in the event that it subsequently becomes impossible to fulfil the contract, the contract shall be adjusted accordingly.
If this is not economically justifiable, the Supplier shall be entitled to withdraw from the contract in whole or in part. The Purchaser shall not be entitled to claim damages due to such cancellation.
If the Supplier wishes to make use of the right of cancellation, it must inform the Purchaser of this immediately after realising the consequences of the event, even if an extension of the delivery period was initially agreed with the Purchaser.

XI. Place of jurisdiction

For all disputes arising from the contractual relationship, including cheque and bill of exchange disputes, if the purchaser is a registered trader, a legal entity under public law or a special fund under public law, the action is to be brought before the court responsible for the supplier’s head office. The Supplier shall also be entitled to bring an action at the Purchaser’s principal place of business. The contractual relationships shall be governed by German law.

The warranty period for transmitter and rectifier tubes as well as vacuum capacitors is 2,000 operating hours, max. 6 months after delivery.
Deviations from these provisions require the express consent of the supplier in order to be valid.