Nanotec Electronic GmbH & Co KG
General Sales Conditions and Terms of Delivery of Nanotec Electronic GmbH & Co KG
§ 1 Ranges of Application
1.1 Our terms and conditions of sale and delivery apply exclusively. Any terms of the buyer that are in conflict with or differ from our vending or delivery terms are not recognized by us, unless we have agreed to their validity in writing. Our terms and conditions of sale and delivery also apply if we carry out the delivery to the buyer without any reservation and if we are aware of any conflicting or differing conditions of the buyer.
1.2 All agreements that are made between us and the buyer for the purpose of the implementation of this contract are set down in writing in this contract.
1.3 Our terms and conditions of sale also apply to all future transactions with the buyer.
§ 2 Quotation & Order
2.1 Our quotations are subject to change. Binding contracts of delivery will only be concluded through our confirmation of order unless a written contract has been concluded. If the order is to be qualified as a quotation according to § 145 of the German Civil Code [BGB], we can accept it within four weeks. No additional agreements and promises will be effective unless included in the confirmation of order and/or confirmed in writing. Should the sales tax not be separately identified in the quotations, the price quoted shall be plus legally applicable sales tax.
2.2 Orders which are to be carried out on the same working day on which they arrive at Nanotec must arrive at Nanotec by 11am at the latest. Nanotec retains the right to accordingly extend the delivery period in the case of large orders for individual products.
2.3 Written orders which repeat a previous telephone order without expressly referring to the repletion are considered to be a further order.
2.4 In case of writing, printing and calculation errors in the catalog, quotation, on the Internet or inadequate creditworthiness of the buyer, Nanotec retains the right to withdraw from the contract. In such cases, the buyer has no claim for damages.
2.5 All photographs, drawings, weight, measurement, performance or other constructional data in the catalog, quotation and on the Internet are only binding insofar as it has been expressly agreed upon. Nanotec retains the right of changes and deviations. The customer is solely responsible for the use intended by him for the ordered items.
2.6 Nanotec retains the right to agree the delivery period of large quantities separately.
§ 3 Prices & Terms and Conditions of Payment
3.1 All prices are quoted in Euro. Unless otherwise agreed, the prices are ex works plus dispatch and packing costs and plus sales tax in the currently valid legal amount.
3.2 Nanotec retains the right to increase catalog, quotation or Internet prices accordingly if, after publication of the catalog, quotation and Internet, price increases occur, in particular due to collective wage agreements, an increase in material prices or currency fluctuations. These increases will be verified to the buyer on request.
3.3 Unless otherwise agreed, the net purchase price (without any deductions) is to be paid within thirty days of the invoice date or within ten days with 2% cash discount. If the buyer is in default of payment, Nanotec will be entitled to claim interest on the amount in arrears at the rate of 4% above the respective base rate of the Deutsche Bundesbank p.a. If Nanotec verifiably incurs higher costs, Nanotec will be entitled to claim such costs.
3.4 The retention of payments or the setting off of any counterclaims of the buyer disputed by Nanotec are not admissible.
3.5 If a substantial deterioration of the financial circumstances of the buyer occurs or if Nanotec is informed of a previous deterioration of the financial circumstances after the conclusion of the contract, Nanotec will be entitled to demand either payment in advance or a security payment at its discretion. In the case of new customers, Nanotec retains the right of delivery against cash on delivery or payment in advance.
§ 4 Delivery
4.1 Unless otherwise agreed, delivery is ex Landsham warehouse. The risk will be transferred to the buyer as soon as the consignment leaves the works of Nanotec, also in the case of partial deliveries.
4.2 Information on the period of delivery is non-binding unless the date of delivery has been bindingly agreed. § 2.1 of these terms and conditions of sale and delivery remains unaffected.
4.3 If the buyer grants Nanotec an adequate extension with threat of rejection after Nanotec has already defaulted, the buyer will be entitled to withdraw from the contract after the futile expiry of this extension. The buyer will only be entitled to claims for damages due to non-fulfillment up to the amount of the predictable damage if the delay is due to intent or gross negligence. Moreover, the liability for damage is restricted to 50 % of the damage incurred.
4.4 If Nanotec is in default with delivery for reasons for which Nanotec is responsible, the buyer will be entitled to demand a generalized compensation for delay to the amount of 0.5 % of the net good value for each complete week of delay, to a maximum of 5 % of the net value of the goods.
§ 5 Outline Supply Contracts
5.1 If an outline supply agreement has been concluded, the buyer's period of acceptance is 12 months from the day of confirmation of the order unless any written agreement deviating from this has been made. The outline supply agreement is accordingly scheduled for a period of 12 months from acceptance of the first partial delivery based on the partial quantities resulting from this. After the expiry of the period of acceptance, Nanotec will be entitled to invoice the remaining goods at their discretion or to claim damages for the delay of acceptance. The amount of the damages generally amounts to 25% of the order value unless the buyer can prove a lower damage amount or Nanotec a higher damage amount.
5.2 Unless otherwise agreed, Nanotec will be entitled to pass on increases in material and wage costs to the buyer if the outline supply agreement exceeds a handling period of 12 months.
5.3 If the buyer states a binding date of delivery to Nanotec, he must adhere to this date. If the buyer defers the stated binding date more than once, Nanotec must be compensated for the resulting additional expenses at 50.- Euro flat per deferral.
§ 6 Retention of Title
6.1 The goods delivered remain the property of Nanotec until the buyer has paid all outstanding amounts to which Nanotec is entitled now or in future.
6.2 The buyer is entitled to resell the purchased goods in the normal course of business; he now, however, surrenders all claims to Nanotec in the amount of the final invoice total (including sales tax) that accrue to him from the resale against his buyers or third parties and this irrespective of whether the purchased goods have been resold without or after processing. The buyer will remain entitled to collect the outstanding amount even after the transfer. Nanotec’s right to collect the accounts receivable itself remains unaffected by this. However, Nanotec undertakes not to call in the account receivable so long as the buyer fulfills his obligations to pay arising from the proceeds received, is not in default of payment and, in particular, so long as no application for instigating insolvency proceedings has been submitted or settlement proceedings or inability to pay exists. Should this be the case, however, Nanotec may demand from the buyer to be informed about the assigned accounts receivable and their debtors, to provide all information required for collection, to submit the necessary documentation and to inform the debtors (third parties) of the transfer.
6.3 Processing or restructuring of the purchased goods by the buyer is always undertaken on behalf of Nanotec. If the purchased goods are processed with other objects which are not the property of Nanotec, Nanotec acquires co-ownership of the new items in proportion to the value of the purchased goods to the other processed goods at the time of processing.
6.4 In the case of assertion of the retention of title, the buyer already declares the toleration of the entry of the business premises now for the retrieval of the retained goods.
§ 7 Guarantee
7.1 The warranty rights of the buyer presuppose that he has satisfied his duty to inspect and complain according to §§ 377 of the German Commercial Code [HGB] in accordance with regulations.
7.2 In the case of sampled stepper, servo, linear and gear motors tested by the buyer before acceptance, any warranty is excluded unless they have not been sufficiently tested in relation to performance, quiet running, service life and operational conditions.
7.3 Should the purchased goods have a deficiency for which Nanotec is responsible, Nanotec is entitled to remedy the deficiency or supply a replacement at its own discretion. If Nanotec is not prepared to rectify the deficiency/supply a replacement or is not in a position to do so or if this is delayed for reasons for which Nanotec is responsible or if the rectification of the deficiency or the supply of replacement fails in any other way, the buyer is entitled at his discretion to withdraw from the contract or to demand a corresponding decrease of the purchase price.
7.4 Unless agreed otherwise, any further claims of the buyer – for whatever legal reasons – are not admissible. Nanotec does not therefore accept liability for damages that do not occur to the article of sale itself; in particular Nanotec accepts no liability for loss of profits or for other financial losses of the buyer.
7.5 The above exemption from liability does not apply if the cause of the damage is based on intent or gross negligence. It is also not applicable if the buyer claims damages due to non-fulfillment of a guaranteed property according to §§ 463, 480 Para 2 of the German Civil Code [BGB].
7.6 If Nanotec negligently violates a contractual duty, Nanotec’s obligation for compensation for damage to property or physical injury is restricted to the liability insured by Nanotec’s products liability insurance. Nanotec is prepared to present the policy to the buyer on request.
7.7 The warranty period is twelve months calculated from the transfer of risk.
7.8 Nanotec is not the manufacturer of all products included in the scope of supply. The customer himself is responsible for the application of the products.
§ 8 Wrong Orders
8.1 The buyer is only entitled to return goods to Nanotec if he sends them back to Nanotec in the original condition and the original packaging and Nanotec has accepted the return consignment in advance in writing. In the case of a fault of the buyer (wrong order, double order, packaging unit not observed etc.), Nanotec is entitled to invoice the buyer for the contractual costs.
§ 9 Overall Liability
9.1 Any further liability for damage as provided by §§ 7.5 to 7.7 is excluded – regardless of the legal nature of the claim made.
9.2 The stipulations according to Paragraph 1 do not apply for claims according to §§ 1, 4 of the Product Liability Act. The same applies for initial inability or impossibility.
9.3 Insofar as Nanotec’s liability is excluded or restricted, this will also apply to the personal liability of Nanotec’s employees, staff, representatives and vicarious agents.
§ 10 Export Control
10.1 In recognition of the American and other applicable (in particular) German export control regulations, the buyer undertakes to obtain all required export licenses or other documents at his own cost before the export of the products or technical information which he received from Nanotec.
10.2 The buyer undertakes not to sell, export, re-export, supply or pass on in any other way such products or technical information either directly or indirectly to persons, companies or countries if this violates any American or other (in particular German) laws or regulations. The buyer undertakes to notify the receiver of these products or technical information of the necessity to adhere to these laws and regulations. The buyer is responsible for acquiring all licenses and export and import documents which are required for the application of the products at his own cost. The rejection of an export license does not entitle the buyer to withdraw from the contract or indemnity claims.
§ 11 Invalid Clauses
11.1 Should any individual clause(s) be or become invalid, this will not affect the validity of the other clauses in case of doubt. The General Terms and Conditions of Nanotec will remain unaffected in all other aspects and the invalid clause will be replaced by an admissible clause which best fits the purposes of the contract.
§ 12 Place of Fulfillment, Legal Venue
12.1 If the buyer is a businessman, Nanotec’s registered office is its legal domicile; Nanotec is also entitled to sue at the buyer’s location.
12.2 Unless otherwise agreed in the confirmation of order, the registered office of Nanotec is Landsham.
12.3 The application of the general UN purchase right (CISG) is excluded.
12.4 Any assignment of claims which the buyer incurs from its business connection with Nanotec is excluded.
GT&C Version 5.0 10.08.2010
