General delivery conditions


§ 1 General provisions

  1. These General Terms and Conditions apply exclusively to the legal relationships between the supplier and the customer in connection with the deliveries and/or services of the supplier (hereinafter: deliveries). The purchaser’s general terms and conditions only apply to the extent that the supplier has expressly agreed to them in writing. The mutually agreed written declarations are decisive for the scope of deliveries.
  1. The supplier reserves unrestricted ownership and copyright use and exploitation rights to cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not given to the supplier, they must be returned to the supplier immediately upon request. Sentences 1 and 2 apply accordingly to the purchaser’s documents; however, these may be made available to third parties to whom the supplier has lawfully transferred deliveries.
  1. The customer has the non-exclusive right to use standard software and firmware with the agreed performance features in an unchanged form on the agreed devices. The customer may create a backup copy of the standard software without an express agreement.
  1. Partial deliveries are permitted as long as they are reasonable for the purchaser.
  1. The term “claims for damages” in these General Terms and Conditions also includes claims for reimbursement of wasted expenses.

§ 2 Prices, terms of payment and offsetting

  1. The prices are ex works and exclude packaging plus the applicable statutory sales tax.
  1. If the supplier has taken over the installation or assembly and nothing else has been agreed, the purchaser will bear all necessary additional costs such as travel and transport costs as well as expenses in addition to the agreed remuneration.
  1. Payments are to be made free of charge to the supplier’s paying office.
  1. The customer can only offset claims that are undisputed or legally established.
  1. The purchase price must be paid net within 30 days of the invoice being issued.

§ 3 Retention of title

  1. The items of delivery (goods subject to retention of title) for which the purchase price claim becomes due immediately or for which a payment deadline of up to and including 30 days after delivery, delivery with installation/ assembly or receipt of the invoice has been agreed with regard to the due date of the purchase price claim,remain the property of the supplier until full payment has been made.

  2. In all other cases, the items delivered (goods subject to retention of title) remain the property of the supplier until all claims against the customer arising from the business relationship have been fulfilled. If the value of all security interests to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier will, at the purchaser’s request, release a corresponding part of the security interests; the supplier has the choice between different security interests when releasing the goods.
  3. While the retention of title exists, the purchaser is prohibited from pledging or transferring 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 his customer or makes the reservation that Ownership is only transferred to the customer once the customer has fulfilled his payment obligations.
  4. If the purchaser resells retained goods, he hereby assigns his future claims from the resale against his customers with all ancillary rights – including any balance claims – to the supplier as security, without the need for any further special declarations. If the retained goods are resold together with other items without an individual price being agreed for the reserved goods, the purchaser assigns to the supplier that part of the total price claim which corresponds to the price of the retained goods invoiced by the supplier.
  5. a) The purchaser is permitted to process the retained goods or with others mixing or combining objects. Processing is carried out for the supplier. The purchaser shall store the resulting new item for the supplier with the care of a prudent businessman. The new item is regarded as retained
    b) The supplier and the purchaser already agree that if it is combined or mixed with other items that do not belong to the supplier, the supplier is in any case entitled to co-ownership of the new item in the amount that arises from the ratio of the value of the combined items or mixed retained goods results in the value of the remaining goods at the time of combining or mixing. In this respect, the new item is considered as retained
    c) The regulation on the assignment of claims according to No. 4 also applies to the new item. However, the assignment only applies up to the amount that corresponds to the value of the processed, combined or mixed retained goods invoiced by the supplier.
    d) If the purchaser combines the retained goods with real estate or movable property, he also assigns his claim, which he is entitled to as compensation for the connection, with all ancillary rights as security in the amount of the ratio of the value, without the need for any further special explanations of the connected retained goods to the other connected goods at the time of connection to the supplier.
  6. Until revoked, the purchaser is authorized to collect assigned claims from the resale.If there is an important reason, in particular late payment, suspension of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or impending insolvency of the purchaser, the supplier is entitled to revoke the purchaser’s authorization to collect.In addition, the supplier may, after prior warning and within a reasonable period of time, disclose the assignment as security, exploit the assigned claims and demand that the purchaser discloses the assignment as security to the customer.
  7. In the event of seizures or other dispositions or interventions by third parties, the purchaser must notify the supplier immediately.If a legitimate interest can be credibly demonstrated, the purchaser must immediately provide the supplier with the information necessary to assert his rights against the customer and hand over the necessary documents.
  8. In the event of breaches of duty by the purchaser, in particular in the event of late payment, the supplier is entitled to withdraw from the contract in addition to taking back the contract after a reasonable deadline set for the purchaser has expired without success;the legal provisions regarding the dispensability of setting a deadline remain unaffected.The purchaser is obliged to surrender the goods.The return or assertion of the retention of title or the seizure of the retained goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.

§ 4 Delivery deadlines; Delay

  1. Compliance with deadlines for deliveries requires the timely receipt of all documents to be provided by the customer, necessary approvals and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the customer.If these requirements are not met in a timely manner, the deadlines will be extended appropriately;this does not apply if the supplier is responsible for the delay.
  1. Is the non-compliance with the deadline due to
    a) force majeure, e.g.B. mobilization, war, acts of terrorism, riots or similar events (e.g. strike, lockout),
    b) virus or other attacks by third parties on the supplier’s IT system, insofar as these occurred despite compliance with the usual duty of care for protective measures,
    c) obstacles due to German, US American and other applicable national, EU or international foreign trade law regulations or due to other circumstances for which the supplier is not responsible, or
    d) failure to deliver on time or properly to the supplier,
    the deadlines are extended appropriately.
  1. If the supplier is in default, the purchaser can – provided he credibly demonstrates that he has suffered damage as a result – compensation of 0.5% for each completed week of delay, but a maximum of 5% of the price for the part in totalof the deliveries, which could not be used appropriately due to the delay.
  1. Both the purchaser’s claims for damages due to delay in delivery and claims for damages instead of performance that go beyond the limits stated in No. 3 are in all cases of delayed delivery, even after expiry of a delivery deadline set for the supplier, excluded.This does not apply if liability occurs in cases of intent, gross negligence or injury to life, body or health.The purchaser can only withdraw from the contract within the framework of the legal provisions if the delay in delivery is the responsibility of the supplier.A change in the burden of proof to the detriment of the purchaser is not associated with the above regulations.
  1. At the request of the supplier, the purchaser is obliged to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or insisting on delivery.
  1. If shipping or delivery is delayed at the request of the purchaser by more than one month after notification of readiness for dispatch, the purchaser may be charged a storage fee of 0.5% of the price of the items in the delivery for each additional month or part thereof, up to the maximuma total of 5% will be charged.The parties remain at liberty to provide evidence of higher or lower storage costs.

§ 5 Transfer of risk

  1. Even in the case of freight-free delivery, the risk is transferred to the purchaser as follows:a) if delivered without installation or assembly, if it has been dispatched or picked up; at the request and expense of the purchaser, the delivery will be insured by the supplier against the usual transport risks;
    b) for delivery with installation or assembly on the day of takeover in your own company or, if agreed, after successful trial operation.
  1. If the dispatch, delivery, start, execution of installation or assembly, acceptance in one’s own company or trial operation is delayed for reasons for which the purchaser is responsible or if the purchaser defaults on acceptance for other reasons, the risk is passes to the purchaser.

§ 6 Installation and assembly

Unless otherwise agreed in writing, the following provisions apply to installation and assembly:

  1. The purchaser must pay at his own expense and provide in a timely manner:
    a) all earthworks, construction and other ancillary work outside the industry, including the skilled and unskilled workers, building materials and tools required for this;
    b) the supplies and materials required for assembly and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants;
    c) energy and water at the point of use including connections, heating and lighting;
    d) at the assembly site, there are sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, equipment, materials, tools, etc. and appropriate work and lounge rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; in addition, to protect the property of the supplier and the assembly personnel on the construction site, the purchaser must take the measures that he would take to protect his own property;
    e) protective clothing and protective devices required due to special circumstances of the assembly site.
  2. Before the installation work begins, the customer must provide the necessary information about the location of concealed electricity, gas, water pipes or similar systems as well as the required static information without being asked.
  1. Before the installation or assembly begins, the supplies and items required to start the work must be at the installation or assembly site and all preparatory work must have progressed to such an extent before the construction begins that the installation or assembly can begin as agreed and can be carried out without interruption. Access routes and the installation or assembly site must be leveled and cleared.
  1. If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the purchaser must bear the costs of waiting time and any additional travel required by the supplier or the assembly personnel to an appropriate extent.
  1. The purchaser must immediately confirm to the supplier the duration of the assembly staff’s working hours as well as the completion of the installation, assembly or commissioning on a weekly basis.
  1. If the supplier demands acceptance of the delivery after completion, the purchaser must do this within two weeks. Acceptance is deemed to be the same if the purchaser allows the two-week period to elapse or if the delivery has been put into use – if necessary after completion of an agreed test phase.

§ 7 Acceptance

The purchaser may not refuse to accept deliveries due to insignificant defects.

§ 8 Material defects

The supplier is liable for material defects as follows:

  1. The deliveries are free of material defects if they meet the subjective requirements, the objective requirements and the assembly requirements of Section 434 of the German Civil Code (BGB) at the time of transfer of risk.If the parties have agreed on quality, the question of whether the deliveries meet the objective requirements depends exclusively on this quality agreement.Sentence 2 does not apply if the last contract in the supply chain is a purchase of consumer goods.
  1. At the supplier’s discretion, all parts or services that exhibit a material defect must be repaired, re-delivered or re-performed free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
  1. Claims for supplementary performance expire 12 months from the start of the statutory limitation period;the same applies to withdrawal and reduction.This deadline does not apply to the extent that the law prescribes longer deadlines in accordance with Sections 438 Paragraph 1 No. 2 (Buildings and Items for Buildings) and 634a Paragraph 1 No. 2 (Construction Defects) BGB, in the event of intent, fraudulent concealment of the defect andin the event of non-compliance with a quality guarantee.Claims for reimbursement of expenses by the purchaser in accordance with Section 445a of the German Civil Code (recourse by the seller) also expire after 12 months from the start of the statutory limitation period, provided that the last contract in the supply chain is not a purchase of consumer goods.
  1. The legal regulations regarding suspension of expiry, suspension and restart of the deadlines remain unaffected.The suspension of expiry in accordance with Section 445b Paragraph 2 of the German Civil Code (BGB) ends in any case no later than five years after the time at which the supplier delivered the item to the seller.This does not apply if the last contract in the supply chain is a purchase of consumer goods or in the cases listed under No. 3 Sentence 2.
  1. The purchaser’s warranty rights require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). The delivered items must be carefully examined immediately after delivery to the customer or to a third party designated by him.With regard to obvious defects or other defects that would have been recognizable during an immediate, careful inspection, they are deemed to have been approved by the purchaser if the seller does not receive a written notice of defects within seven working days of delivery.With regard to other defects, the delivery items are deemed to have been approved by the buyer if the notice of defects is not received by the seller within seven working days of the time at which the defect became apparent;If the defect was already obvious at an earlier point in time during normal use, this earlier point in time is decisive for the start of the complaint period.
  1. The purchaser is obliged to check the functionality of the goods delivered by the seller before further use, especially before installing them in other objects.If the purchaser fails to carry out a functionality test, the seller’s liability for any costs or damages (= consequential costs) that would not have arisen if the purchaser had carried out a functionality test is excluded.
  1. In the event of claims for defects, payments from the purchaser may be withheld to an extent that is proportionate to the material defects that have occurred.The purchaser has no right of retention if his claims for defects have expired.If the notice of defects was wrongly made, the supplier is entitled to demand reimbursement from the purchaser for the expenses incurred.
  1. The supplier must be given the opportunity to supplementary performance within a reasonable period of time.
  1. If subsequent performance fails, the customer can withdraw from the contract or reduce the remuneration – without prejudice to any claims for damages in accordance with No. 13.
  1. Claims for defects do not apply in particular if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources,defective construction work, unsuitable subsoil or which arise due to special external influences that are not assumed under the contract as well as non-reproducible software errors.If the customer or third parties carry out improper changes, installation/removal or repair work, there exists no claims for defects for these or the resulting consequences.
  1. Claims of the purchaser due to the expenses necessary for the purpose of non-fulfillment are excluded to the extent that the expenses increase because the item of delivery was subsequently moved to a location other than the purchaser’s branch, unless the shipmentcorresponds to its intended use.This applies accordingly to the purchaser’s claims for reimbursement of expenses in accordance with Section 445a of the German Civil Code (seller’s recourse), provided that the last contract in the supply chain is not a purchase of consumer goods.
  1. The purchaser’s recourse claims against the supplier in accordance with Section 445a of the German Civil Code (BGB) (seller’s recourse) only exist to the extent that the purchaser has not made any agreements with his buyer that go beyond the statutory claims for defects.
  1. Claims for damages by the customer due to a material defect are excluded.This does not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body or health and in the event of an intentional or grossly negligent breach of duty by the supplier.A change in the burden of proof to the detriment of the purchaser is not associated with the above regulations.Any further claims or claims by the purchaser other than those regulated in this § 8 due to a material defect are excluded.

§ 9 Industrial property rights and copyrights; Legal defects

  1. Unless otherwise agreed, the supplier is obliged to make the delivery only in the country of the place of delivery without violating the industrial property rights and copyrights of third parties (hereinafter: property rights). If a third party raises justified claims against the purchaser due to the violation of intellectual property rights through deliveries made by the supplier and used in accordance with the contract, the supplier is liable to the purchaser within the period specified in § 8 No. 3 and in accordance with No. 4as follows:
    a) The supplier will, at his discretion and at his own expense, either obtain a right of use for the delivery in question, change it in such a way that the property right is not violated or exchange it. If this is not possible for the supplier under reasonable conditions, the purchaser is entitled to the statutory right of withdrawal or reduction.
    b) The supplier’s obligation to pay compensation is governed by Section 12.
    c) The above-mentioned obligations of the supplier only exist if the purchaser immediately notifies the supplier in writing of the claims asserted by the third party, does not acknowledge a violation and the supplier reserves the right to take all defensive measures and settlement negotiations. If the purchaser discontinues use of the delivery for damage reduction or other important reasons, he is obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgment of an infringement of intellectual property rights.
  1. Claims by the customer are excluded if he is responsible for the infringement of property rights.
  1. Claims of the purchaser are further excluded if the infringement of property rights is caused by special specifications of the purchaser, by an application that was not foreseeable by the supplier or because the delivery is modified by the purchaser or used together with products not supplied by the supplier.
  1. In the event of infringements of intellectual property rights, the provisions of Section 8 Nos. 6, 7, 10 and 11 apply accordingly to the claims of the purchaser regulated in No. 1a).
  1. If there are other legal defects, the provisions of Section 8 apply accordingly.
  1. Further claims or claims by the purchaser against the supplier and his vicarious agents other than those regulated in this § 9 due to a legal defect are excluded.

§ 10 Reservation of fulfillment

  1. The fulfillment of the contract is subject to the condition that there are no obstacles due to German, US or other applicable national, EU or international foreign trade law regulations as well as no embargoes or other sanctions.
  1. The purchaser is obliged to provide all information and documents required for export, transfer or import.

§ 11 Impossibility; Contract adjustment

  1. If delivery is impossible, the purchaser is entitled to demand compensation unless the supplier is not responsible for the impossibility.However, the purchaser’s claim for damages is limited to 10% of the value of that part of the delivery that cannot be used for its intended purpose due to the impossibility.This limitation does not apply if liability occurs in cases of intent, gross negligence or injury to life, body or health;this does not involve a change in the burden of proof to the detriment of the purchaser.The customer’s right to withdraw from the contract remains unaffected.
  1. If events within the meaning of Section 4 No. 2 a) to c) significantly change the economic significance or content of the delivery or have a significant impact on the supplier’s operations, the contract will be adjusted appropriately in compliance with good faith and trust.If this is not economically justifiable, the supplier has the right to withdraw from the contract.The same applies if the required export permits are not issued or cannot be used.If he wants to make use of this right of withdrawal, he must inform the customer immediately after becoming aware of the significance of the event, even if an extension of the delivery time was initially agreed with the customer.

§ 12 Other claims for damages

  1. Unless otherwise regulated in these General Terms and Conditions, claims for damages by the purchaser, regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship and unlawful acts, are excluded.
  1. This does not apply if liability is as follows:
    a) according to the Product Liability Act,
    b) with intent,
    c) in the event of gross negligence on the part of owners, legal representatives or senior employees,
    d) in case of malice,
    e) in the event of non-compliance with a guarantee provided,
    f) due to culpable injury to life, body or health or
    g) due to culpable violation of essential contractual obligations.However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage that is typical for the contract, unless another of the aforementioned cases applies.
  1. A change in the burden of proof to the detriment of the purchaser is not associated with the above regulations.

§ 13 Place of jurisdiction and applicable law

  1. If the purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the supplier. However, the supplier is also entitled to take legal action at the purchaser’s registered office.
  1. This contract, including its interpretation, is subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§ 14 Binding nature of the contract

The remaining parts of the contract remain binding even if individual provisions are legally ineffective. This does not apply if adhering to the contract would represent unreasonable hardship for one party.

switch-it GmbH
Loderweg 6
91550 Dinkelsbühl

Represented by: Gerd Abele
Register entry: Registration in the commercial register.
Registration office: Trade Register Ansbach
Registration number: HRB 3276

switch-it Assembling GmbH
Margarete-Steiff-Str. 4
26160 Bad Zwischenahn

Represented by: Julia Ripken, Wolfgang Ripken
Register entry: Registration in the commercial register.
Registration office: Trade Register Oldenburg
Registration number: HRB 206678