377 performance, including costs of travel, transport, labor, and material, to the extent that expenses are increased because the subjectmatter of the Supplies has subsequently been brought to another location than the Purchaser‘s branch office, unless doing so complies with the normal use of the Supplies. 9. The Purchaser‘s right of recourse against the Supplier pursuant to Sec. 478 BGB is limited to cases where the Purchaser has not concluded an agreement with its customers exceeding the scope of the statutory provisions governing claims based on Defects. Moreover, No. 8 above shall apply mutatis mutandis to the scope of the right of recourse the Purchaser has against the Supplier pursuant to Sec. 478 para. 2 BGB. 10. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent that a Defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, and/or intentionally or grossly negligent breach of contract on the part of the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded. Article IX: Industrial Property Rights and Copyrights; Defects in Title 1. Unless otherwise agreed, the Supplier shall provide the Supplies free from third parties‘ industrial property rights and copyrights (hereinafter referred to as „IPR“) with respect to the country of the place of delivery only. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows: (a) The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under reasonable conditions, the Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions; (b) The Supplier‘s liability to pay damages is governed by Article XII; (c) The above obligations of the Supplier shall apply only if the Purchaser (i) immediately notifies the Supplier of any such claim asserted by the third party in written form, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to the Supplier‘s discretion. If the Purchaser stops using the Supplies in order to reduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued. 2. Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR. 3. Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of use not foreseeable by the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided by the Supplier. 4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event of an infringement of an IPR. 5. Where other defects in title occur, Article VIII shall apply mutatis mutandis. 6. Any other claims of the Purchaser against the Supplier or its agents or any such claims exceeding the claims provided for in this Article IX, based on a defect in title, are excluded. Article X: Conditional Performance 1. The performance of this contract is conditional upon that no hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or any embargos or other sanctions exist. 2. The Purchaser shall provide any information and Documents required for export, transport and import purposes. Article XI: Impossibility of Performance; Adaptation of Contract 1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser‘s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser‘s right to rescind the contract shall be unaffected. 2. Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier‘s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract. The same applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser. Article XII: Other Claims for Damages 1. Unless otherwise provided for in the present GL, the Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort. 2. This does not apply if liability is based on: (a) the German Product Liability Act (“Produkthaftungsgesetz”); (b) intent; (c) gross negligence on the part of the owners, legal representatives or executives; (d) fraud; (e) failure to comply with a guarantee granted; (f) negligent injury to life, limb or health; or (g) negligent breach of a fundamental condition of contract (“wesentliche Vertragspflichten”). However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case applies. 3. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser. Article XIII: Venue and Applicable law 1. If the Purchaser is a businessman, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier‘s place of business. However, the Supplier may also bring an action at the Purchaser‘s place of business. 2. This contract and its interpretation shall be governed by German law, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG). Article XIV: Severability Clause The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonably onerous for one of the parties to be obligated to continue the contract. Additional requirements Terms of payment: 14 days from invoice ./. 2% discount, 30 days from date of invoice net. All prices apply to deliveries in complete packaging units. For deliveries with an order value equal to or below € 250, a logistics flat rate of € 20 (including freight and packaging) will be charged. For orders over € 250, delivery is free. This condition applies to the countries DE / AT / NL / BE for all customers, provided there are no other contractual agreements. For all countries not mentioned, delivery is ex works and for an order value <€ 250 plus € 20 logistics flat rate. We deliver exclusively on the basis of the General Terms and Conditions of Delivery for Products and Services of the Electrical Industry in the currently valid version, legalized by the Federal Cartel Office as a condition recommendation of the Central Association of the Electrical and Electrical Industry (ZVEI) e.V. (so-called "green terms of delivery"). For our deliveries, we comply with the legal regulations of the European Union and the Federal Republic of Germany applicable at the time of conclusion of the contract and later, e.B. the REACH Regulation (Regulation EC No. 1907/2006), the Act on the Take-Back and Environmentally Compatible Disposal of Electrical and Electronic Equipment (ElektroG) as a national implementation of Directive 2002/95/EC (RoHS) and Directive 2002/96/EC (WEEE). We will inform the partner immediately about relevant changes to the goods caused in particular by the REACH Regulation, their ability to deliver, possible use or quality and coordinate appropriate measures with the partner in individual cases. In accordance with the 5th amendment to the Packaging Ordinance (VerpackV), our sales packaging is registered with a dual system in accordance with § 6 (3).
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