1. Offer / Conclusion of Contract
1.1. Our offers and cost estimates are non-binding.
1.2. Contracts are only established when we have accepted received orders in writing, confirmed received declarations of acceptance in writing, or delivered the goods or services ordered by the customer. This also applies correspondingly to additions or changes to contracts.
Our sales and delivery conditions apply exclusively; we do not recognize any conditions of the purchaser that deviate from our terms unless we have expressly agreed to them in writing. Our terms also apply if we execute delivery to the purchaser unconditionally, knowing that their terms conflict with or deviate from ours. These conditions apply to all future transactions with us.
1.3. We reserve ownership and copyright of all documents made accessible to the customer. Without our written consent, they may not be used elsewhere in any way, especially not duplicated or made accessible to third parties.
1.4. If delivery on demand is agreed upon, the customer must request the entire goods within the agreed period. If this does not happen, we are entitled, after the period expires, to deliver the entire remaining quantity to the customer.
2. Prices
2.1. Prices are in euros, excluding VAT, and are non-binding. They are ex-works, excluding packaging and transport.
2.2. The minimum order value is €95 net, excluding additional copper procurement costs, packaging costs, and VAT. For smaller orders, the difference up to €95 will be shown separately and charged on our invoices.
2.3. Prices are based on a copper rate of €1.50/kg. Additional copper procurement costs will be calculated separately according to the DEL rate valid on the day of order entry.
3. Payments
3.1. Payment is to be made within 30 days of receiving our invoice, net without deductions. For payment within 14 days, we grant a 2% discount; for advance payment and cash on delivery, a 3% discount applies.
3.2. We reserve the right to deliver to new customers on a cash-on-delivery basis.
3.3. Bills of exchange are only accepted after prior agreement and subject to their discountability. Credits for bills and cheques are only recognized when the equivalent value, including incidental costs, is unconditionally available to us.
3.4. In case of default, we reserve the right to charge interest at 4% per annum above the current discount rate of the Deutsche Bundesbank, without prejudice to asserting further claims.
3.5. If circumstances become known after the conclusion of the contract that give us serious doubts about the customer’s solvency or creditworthiness, we are entitled to declare all outstanding—even deferred—invoice amounts immediately due and demand cash payment or security from the customer. If the customer does not comply, we can withdraw from the contract and demand compensation for our expenses.
4. Retention / Set-Off
The customer may neither refuse nor withhold their obligations nor offset counterclaims—even from previous transactions or other ongoing business relationships—unless these counterclaims have been acknowledged by us or legally established. In commercial transactions, rights of retention are excluded in all cases.
5. Deadlines
5.1. Specified delivery dates are only binding if expressly agreed upon in writing. Labor disputes, traffic disruptions, extraordinary circumstances, etc., whether occurring with us, our suppliers, or subcontractors, release us from delivery and performance obligations for the duration of their effects and, if they lead to the impossibility of performance, entirely. Any agreed contractual penalty is also considered not incurred under these circumstances.
5.2. Partial deliveries and services are permissible.
6. Place of Fulfillment / Transfer of Risk
6.1. The place of fulfillment for deliveries and services is our plant in Hilden.
6.2. In all cases, the risk transfers to the customer upon acceptance or, at the latest, when the goods leave our plant in Hilden. This also applies to partial deliveries and even if we have assumed other services (e.g., transport). Any returns are also at the customer’s risk.
6.3. The goods are insured without additional charge.
7. Retention of Title
7.1. We retain ownership of the goods delivered and/or installed by us (reserved goods) until all claims arising from this contract and the business relationship with the customer, regardless of the legal basis, are fully settled. The retention of title also remains if individual claims are included in a current invoice and the balance is acknowledged.
7.2. The customer is entitled to resell, process, mix, or combine the reserved goods within the framework of extended retention of title, provided this occurs in the ordinary course of business. Pledging or assigning the reserved goods as security is not permitted. The customer may transfer ownership of the reserved goods to their buyers only after fully settling our claims. If the buyer has sold the claim within genuine factoring, our claim becomes immediately due, and the buyer assigns the claim against the factor to us and promptly forwards the sales proceeds.
7.3. Any processing or transformation of the reserved goods is carried out by the customer on our behalf. If the customer processes them with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods. The new item resulting from the processing is also considered reserved goods under these conditions.
7.4. The customer hereby assigns to us all claims and ancillary rights arising from the resale, as well as any claims against their insurer. In the case of exporting the items, the customer also assigns to us all claims they have or will have against domestic and foreign banks in connection with the export, especially from collection orders, letters of credit, or guarantees. If the reserved goods are sold by the customer along with other goods not belonging to us, whether processed or not, the claims are assigned to us in the amount of the invoice value of the reserved goods.
7.5. The customer is authorized and obliged to collect the claims from resales despite the assignment. We are entitled to revoke this authorization if the customer does not properly fulfill their contractual obligations to us. If the customer defaults on payment or violates obligations arising from the agreed retention of title, the entire remaining debt becomes immediately due. The customer is obliged to provide us, upon request, with a detailed list of the claims due to us, including names and addresses of buyers, amounts of individual claims, invoice dates, etc., and to furnish all necessary information for asserting the assigned claims, allowing verification of this information. The customer stores the reserved goods for us free of charge and must insure them against common risks such as fire, theft, and water to the customary extent. The customer hereby assigns their compensation claims arising from damages of the aforementioned kind against insurance companies or other obligated parties to us in the amount of the invoice value of the goods. All claims and rights from the retention of title in all specified special forms remain until we are fully released from any contingent liabilities entered into in the customer’s interest.
7.6. Any return of goods always occurs for security reasons; it does not constitute a withdrawal from the contract, even if partial payments have been subsequently permitted.
7.7. Upon the customer’s request, we are obliged to retransfer ownership of the reserved goods and the claims assigned to us insofar as their value exceeds our total claims against the customer by more than 20%.
8. Warranty
8.1. The customer’s warranty rights require that they have properly fulfilled their obligations to inspect and notify defects according to §§ 377, 378 of the German Commercial Code (HGB). For defects and the absence of guaranteed properties in delivered items or services provided—which are reported to us in writing within the notification period and are demonstrably due to material or design faults or other services for which we are responsible—we provide a warranty exclusively by, at our discretion, rectifying the defect or delivering defect-free items or spare parts ex-works. The customer is only entitled to rescind the contract or reduce the payment if replacement delivery or rectification is impossible, fails to occur despite a written request with a reasonable deadline, or repeatedly fails. Other claims by the customer due to defects or the absence of guaranteed properties—especially for consequential damages—are excluded unless we are guilty of gross negligence.
8.2. We are obligated to rectify or replace after receiving a reasonable portion of the due payments, considering the defect. Replaced parts become our property.
8.3. The warranty obligation lapses if the delivered items or services are altered, improperly handled, or processed. Advice to the customer, especially regarding the use of the delivery item, is only binding if provided in writing or if oral advice is confirmed in writing. We are only liable for the suitability of the goods for specific purposes if this has been expressly guaranteed in writing.
8.4. Any transport or travel costs related to rectification will only be borne by us if the goods have not been moved to a location other than the customer’s premises after delivery, or if such relocation corresponds to the intended use of the item. The same applies to expenses necessary to enable rectification (e.g., installation and removal of other parts).
8.5. Warranty claims expire 12 months after the transfer of risk (Section 6.2).
9. VAT Liability
Should we be held liable for taxes or other public charges in export transactions—which should have been paid by the customer if properly handled—or if we are held liable because the customer has not properly fulfilled their tax obligations (declaration duties), the customer is fully liable to us. The agreed retention of title does not expire before payment of this liability.
10. Place of Jurisdiction / Applicable Law
10.1. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship—including those involving documents, bills of exchange, and cheques—is Düsseldorf, Germany, in commercial transactions. However, we are entitled to sue the customer at their place of business.
10.2. The law of the Federal Republic of Germany applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
11. The invalidity of individual provisions of these sales and delivery conditions does not affect the validity of the remaining provisions.
12. In addition, the "General Delivery Conditions for Products and Services of the Electrical Industry" apply insofar as they supplement these conditions.
We deliver exclusively under our terms and conditions.