General conditions of supply and paymment

IL Metronic Sensortechnik GmbH
Mitteelstraße 33, 98693 Ilmenau – Unterpörlitz

1. Applicability
– All terms of business are governed exclusively by the following terms of sale, delivery and payment; other terms shall not become part of the contract, even if we do not expressly object to them. If the Buyer accepts these conditions without objection, they shall be deemed to have been expressly approved.
– All contractual agreements must be made in writing. Verbal
agreements are non-binding for both contractual entities. The validity of the remaining provisions shall not be affected by the change or ineffectiveness of individual provisions of the terms of sale, delivery and payment.

2. Offer, prices and conclusion of contract
– Written offers from the Seller shall lose their validity 10 days after they are issued. Acceptance of the offer after this period has expired shall be considered as a new order from the Buyer. The prices are ex works and do not include statutory VAT.
– The contract shall be deemed to have been concluded when the Buyer and the Seller have signed it. Likewise, orders or offers that the partner confirms by separate letter without amendment or addition shall be considered as a contract.

3. Buyer’s right of withdrawal
– If the Buyer withdraws from the contract after it has been concluded and before the start of delivery, this shall only become effective if the Buyer simultaneously pays the Seller a penalty fee of 15% of the purchase price, regardless of
other claims for compensation such as for development and material costs.

4. Delivery
– The place of performance for the delivery is the Seller’s registered office. The delivery shall be completed when the Seller has dispatched the purchased item from the place of performance to the destination or, if it has no dispatch obligation, has handed it over to the Buyer at the place of performance or, if the corresponding requirements are met, the Seller makes use of the possibility of storage, deposit, or public auction of the goods in the event of default.
– The Seller is obliged to fulfil its contractual obligations in such a way that the Seller is able to fulfil its own obligations. The Buyer’s obligations include in particular:
– if necessary, to submit the necessary specifications and shipping arrangements, in good time but at least one month before the agreed delivery date;
– to issue call-offs at least one month before the agreed delivery date;
– to provide letters of credit, bank guarantees or other agreed payment security or to extend them in good time;
– in the case of export transactions, to procure the documents and permits necessary for transit and import into the destination country in good time at its own expense;
– to provide transport capacity in good time, insofar as it is responsible for carrying out the transport.
– If the Buyer does not fulfil its obligations or does not fulfil them properly, the Seller may, without prejudice to its other rights, demand damages or withdraw from the contract. If the Seller is hindered from fulfilling its obligations due to a breach of duty by the Buyer, the Seller can render its services with a delay corresponding to the duration of the hindrance without relinquishing its other rights. If the shipment is delayed due to the Buyer’s fault, the risk shall be transferred to the Buyer from the day the goods are ready for shipment.
– If the Seller is hindered in the timely fulfilment of the contract by unavoidable force majeure, other circumstances beyond its control, or procurement, manufacturing or delivery disruptions affecting the Seller or its suppliers, e.g., due to lack of energy, traffic disruptions, strike or lockout, the delivery period shall be extended appropriately. If it becomes completely or partially impossible to fulfil the contract for these reasons, the Seller shall be released from its supplier obligation.
– If the Seller withdraws from the contract in accordance with section 4 or is released from the delivery obligation in accordance with section 5, the Buyer’s claims for damages shall be excluded.
Created by: Dr Horst Hansch, Managing Director Revision 1 Status: 02/05/2022
– If the Seller does not fulfil delivery or other performance obligations or does not fulfil them on time, the Buyer shall have the right, if no delivery has been made even after a reasonable grace period, to withdraw from the contract.

5. Packaging and shipping
– The Seller is obliged to pack and mark the purchased item in a manner corresponding to the normal duration of transport to the destination and customary in the trade for the type of goods and transport. The packaging shall be charged separately.
– Unless otherwise agreed, the Seller shall send the purchased item in a manner customary in the trade from the place of performance at the Buyer’s expense and risk to the address specified by the Buyer. Unless otherwise agreed, the shipping route and means shall be left to the Seller’s choice. The goods shall be insured at the Buyer’s request and expense.
– If the shipment is delayed at the Buyer’s request or for reasons for which it is responsible, the goods shall be stored at the Buyer’s expense and risk. Otherwise, the risk shall be transferred to the Buyer when the goods are handed over to a freight forwarder or carrier, but at the latest when they leave the warehouse.
– In agreement with the Buyer, advance delivery shall be permitted up to 4 weeks before the agreed delivery date. The Buyer then has to fulfil its obligations, including its payment obligation, early to the same extent that the delivery was

6. Payment
– Unless otherwise agreed, payment must be made within 30 days of the invoice date. The Seller shall grant a discount of 2% if payment is made within 14 days of the invoice date.
– Payments are to be made free to the Seller’s payment office. The payment shall be deemed to have been completed when the amount to be paid is credited to the account of the Seller’s bank.
– If the Buyer does not make payments on time, it must pay the Seller late interest of 12.5% on the outstanding amount.
– If a notice of defects is asserted, payments by the Buyer may only be withheld to the extent of the goods subject to the complaint.
– In the case of export deliveries, the costs of payment and contract processing shall be borne by the Buyer.

7. Retention of title
– The goods shall remain the Seller’s property until all claims arising from the
business relationship with the Buyer, including future ones, have been paid (reserved goods).
– In the event of further processing or combination of the reserved goods with other items not belonging to the Seller, the Seller shall be entitled to a co-ownership share in the new item in the amount of the sales price charged to the Buyer, including sales tax. The Buyer shall keep the item for the Seller free of charge.
– The resale of the reserved goods is only permitted in the ordinary course of business on the condition that the reseller receives immediate payment from its customers; pledging and transfer by way of security is prohibited.
– The Seller may inspect the reserved goods at any time or demand their return if its payment claim appears to be at risk. In this respect, the Buyer irrevocably authorises the Seller to enter its premises and to remove the goods without this constituting unlawful interference with possession.
– The Seller undertakes to release the securities to which it is entitled to the extent that their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 25%.
– The Buyer shall bear the costs for fulfilling the aforementioned obligations to cooperate in pursuing all rights from the retention of title and all uses made for the purpose of preserving and storing the goods.

8. Liability for defects and compensation for damages
– The Seller shall grant the Buyer claims for defects in quality and quantity of the delivery if:
– a delivery is not in accordance with the contract, unless the deviations are customary in the trade or immaterial for achieving the contractual purposes, and
– the Buyer has checked the goods for correctness immediately after their arrival at the destination; short or incorrect deliveries and any defects may only be objected to in writing within 14 days of receipt. Defects that are not obvious shall be asserted within 6 months. The notice of defects must be supported by documentary evidence.
– The warranty obligation shall not apply if changes to the delivered goods have been made by another party or if the Buyer does not immediately comply with our request to return the object of complaint.
Created by: Dr Horst Hansch, Managing Director Revision 1 Status: 02/05/2022
– If the complaint is justified, we will rectify the defect at our discretion by repairing it free of charge or by providing a replacement delivery. In this case, the Seller shall also bear the shipping costs. If the repair or replacement delivery fails, the Buyer may choose to demand a reduction in the purchase price or the cancellation of the contract. Any further liability, in particular for damage that has not occurred to the delivered goods themselves (consequential damage), is excluded, unless the Seller is guilty of intent or gross negligence.
– The goods subject to complaint must be sent to the Seller in professional packaging.
– The original warranty periods are neither inhibited nor interrupted by the repair of the delivered goods.
– If the Buyer eliminates quality defects itself or through a third party within the period for asserting claims for defects and the Seller had previously agreed to this, the Buyer shall be entitled to claim reimbursement of the necessary costs, but no more than the costs that the Seller would have incurred to remedy the defects.
– When a guarantee lump sum is agreed upon, all claims for defects shall be settled.

9. Place of jurisdiction and applicable law
– The place of jurisdiction for all disputes arising in connection with the contractual relationship, including from withdrawal, is the Seller’s registered office.
– The relations between the contracting parties are governed exclusively by German law. Otherwise, the “General Terms and Conditions of Delivery for
Products and Services of the German Electrical Industry” apply.