General Terms and Conditions of Sales and Delivery
All deliveries and services are governed exclusively by the following General Terms and Conditions, unless deviating terms are agreed in individual cases. These are only effective if they are recorded in writing or by telex. The buyer’s Terms and Conditions of Business and Purchase shall only be binding if and to the extent that BRANDES has confirmed them in writing or by telex. The Terms and Conditions of BRANDES are deemed to have been accepted at the latest when the goods or services are accepted.
II. Scope of the deliveries
- The mutual written declarations shall be binding for the scope of the deliveries. If a contract was concluded without such declarations, either the supplier’s written order confirmation or, if this has not been provided, the buyer’s written order shall be binding.
- Safeguards shall also be delivered where this is a legal requirement or explicitly agreed.
- All deliveries are governed by the VDE regulations, to the extent that these apply to the safety of the deliveries or services. Deviations are permissible to the extent that the same level of safety can be guaranteed in a different way.
- Offers for deliveries and services shall be issued separately. The commitment period runs for 4 months. Special offers are subject to the goods being as yet unsold.
- The supplier reserves exploitation rights without limits under property and copyright law in relation to cost estimates, drawings and other documents; these must not be made available to third parties. Drawings and other documents belonging to offers must be returned immediately on request if the order is not placed with the provider.
- Ancillary agreements are only effective if confirmed in writing.
- The prices for deliveries apply ex works, excluding statutory VAT, packaging, freight and customs duties.
- The prices for the deliveries and services shall be calculated based on the prices agreed and confirmed at the time of the order, or instead based on the valid BRANDES price list.
- Where orders are for goods worth less than EUR 500, a minimum surcharge of EUR 20 will be charged.
IV. Payment terms
Payments are due within 30 days of the invoice date, irrespective of the notice of defects right. The buyer may only set off with claims which are undisputed or have been confirmed legally. Where payment for deliveries is received within 10 days of the invoice date, the supplier grants a discount of 2 % on the invoice amount. Discounts are not granted if, at the time of the payment, there is an overdue balance in favour of the supplier. Payments are set off with the oldest debt to the extent that this is more than 30 days old. Export deliveries generally require an irrevocable letter of credit (LOC).
V. Retention of title
The goods shall remain the supplier’s property until the full purchase price has been paid. The goods may not be pledged or transferred as security until this date. The buyer hereby transfers any claims from an onward sale of the goods subject to a retention of title to the supplier for the purpose of securing the purchase price claim up to its total amount.
VI. Transfer of risk
The risk of loss and damage under the business relationship shall pass to the buyer when the components belonging to the system (material, control units, devices, etc.) are delivered.
VII. Defect claims
The supplier shall be liable as follows for defects which also include a lack of the promised features:
- Any parts or services which, within a period of 24 months from the day on which risk was transferred, can be shown to have become unusable due to a faulty construction, low-quality material or a defective design, or whose usability is significantly negatively impacted, due to a circumstance which applied before the transfer of risk, – irrespective of the operating hours – must be either repaired, replaced or provided again free of charge at the supplier’s option. The supplier must be notified in writing if such defects are identified.
- The buyer must comply with its contractual obligations, particularly the agreed payment terms. If a material defect is asserted, the buyer may withhold payments such that the amount reasonably corresponds to the defects which have occurred. However, if the contract relates to a commercial trade business, the buyer may only withhold payments if the notice of defect is asserted whose justification is beyond doubt.
- The buyer shall grant the supplier the time and opportunity that the latter reasonably deems to be required to remove the defect. If the buyer refuses to grant this, the supplier shall be released from its defect liability.
- If the supplier fails to meet an appropriate period of grace that has been granted to him, or if it is not possible to rectify the defect, or the supplier refuses to rectify it, the buyer may assert its right to a reduced price. If the buyer and supplier cannot reach an agreement regarding the amount of the reduced price, the buyer may also demand a replacement.
- The buyer’s right to assert defect claims shall in all cases expire 12 months after the notice of the defect. If no agreement is reached within this period, the supplier and buyer can agree an extension to this limitation period.
- The defect liability does not cover natural wear and tear, nor defects which are caused by incorrect or negligent treatment, excessive use, unsuitable building ground, non-reproducible software error or other chemical, electrochemical or electrical influences after the transfer of risk, which are not assumed under the contract. Rectification of such defects shall not be at BRANDES’ expense and a charge will be levied.
- Liability does not apply to the consequences of inappropriate changes or maintenance work performed by the buyer or by third parties.
- If the contract relates to the buyer’s commercial trade business, the limitation period for defect claims, replacement deliveries and substitute services shall be three months. It shall run at least until the original warranty period for the delivered item has expired. The warranty deadline shall be extended by the duration of any business disruption which occurs because defect rectification, replacement deliveries or substitute services become necessary, for those components which cannot be operated properly due to the disruption.
- Any further claims by the buyer against the supplier and its agents are precluded, particularly claims for compensation for damage not caused by the delivered item itself. This does not apply to cases in which liability necessarily applies due to intent, gross negligence or the absence of the promised features.
- The costs of trips and transport are explicitly excluded from the warranty.
The Supplier’s headquarters are the jurisdiction for disputes directly or indirectly caused by this contractual relationship.
IX. Validity of the contract
The invalidity of individual contractual provisions shall not affect the remaining provisions. Invalid provisions shall be reinterpreted or added to so that the intended economic purposes can be achieved as much as possible.
X. Applicable right
In addition to the provisions above, exclusively the law of the Federal Republic of Germany shall apply.