General Terms and Conditions for products and services

1. General

1.1. These terms and conditions (“General Terms and Conditions of Sales and Delivery”/GTC) apply to all business transactions with the purchaser or other clients (hereinafter collectively referred to as “orderer”) and the supplier (hereinafter referred to as “supplier”) - even if they are: not mentioned in later contracts. They apply in particular even if the customer refers to his own terms and conditions when ordering or otherwise. Any other provisions do not apply. Anything else only applies if the supplier has expressly agreed to these other terms and conditions.

1.2. Upon physical acceptance of our delivery or service, the General Terms and Conditions are deemed to have been accepted by the purchaser, unless the purchaser objects to the inclusion of the General Terms and Conditions within 48 hours of receipt of the delivery or service. If the purchaser objects, he must immediately return the purchased delivery or service to the supplier. If the purchased delivery or service (receipt by the supplier) is not returned within 48 hours (for whatever reason the return is not made) after the purchaser has objected to the inclusion of the General Terms and Conditions, the purchaser will forfeit a contractual penalty against the supplier , which corresponds to the value of the delivery or service received.


2. Workdays

2.1. For orders with complete manufacturing data that are provided by 6:00 p.m. on a working day, the following working day is considered the first working day.

Exception: If the order is placed on a Saturday, Sunday, public holiday or bridge day, the working day after next is considered the first working day.

2.2. For orders with complete production data that are provided after 6:00 p.m., the working day after next is considered the first working day.

2.3. Technical requirements: Production data and orders that are incorrect, incomplete or deviate from the information on which the offer is based lead to delivery delays and/or incorrect executions.


3. Offer

3.1. If our offer is not accepted immediately, our offers and price information are non-binding until a final contract is concluded, unless a binding period is expressly mentioned. Orders and verbal agreements are only valid for the supplier to the extent that they are confirmed by us in writing. Cost estimates are non-binding.

3.2. The documents associated with an offer, such as drawings and illustrations as well as dimensions, weights, performance and other information provided in the offer, are only approximately authoritative. Something different only applies if they are expressly designated as “binding”.

3.3. If the purchaser refers to an offer (or an inquiry) and errors result as a result, the supplier assumes no responsibility for this.


4. Order

4.1. Our written order confirmation is decisive for the scope of delivery. Objections to the order confirmation must be received in writing by the supplier immediately after receipt of the order confirmation by the customer - at the latest within 7 working days of the date of issue of the order confirmation. Later objections will not be taken into account unless expressly agreed otherwise in writing. Otherwise, the provision in section 1.2 applies. General terms and conditions (sentence 3) accordingly.

4.2. The supplier reserves the right to carry out a credit check on the customer - if necessary by a credit insurer - even after receipt of the order confirmation. If the result is negative (especially if the credit insurer fails to cover), the supplier can withdraw from the contract without compensation.

4.3. Verbal declarations (especially from our sales representatives or travelers) only become effective with written confirmation from the supplier.

4.4. If the purchaser withdraws from an order placed without justification, the supplier can demand 25% of the sales price for the costs incurred in processing the order and for lost profits, without prejudice to the possibility of claiming higher actual damages. The customer retains the right to provide evidence of minor damage.

4.5. On-call orders must be retrieved by the purchaser no later than 6 months from the date of the order confirmation. If the order is not called up with the required individual details within a reasonable grace period that the supplier sets for the customer, we are entitled, at our discretion, either to deliver without call at the price valid on the day of delivery or to demand compensation instead of performance or to withdraw from the outstanding part of the contract.


5. Copyrights

If the supplier produces on behalf of the purchaser based on drawings, models, samples or other technical documents provided by him, the supplier guarantees that third-party property rights are not violated. If third parties prohibit the supplier from manufacturing and delivering such items in particular, citing existing property rights, we are entitled - without being obliged to check the legal situation - to stop any further activity to the relevant extent and to demand compensation from the customer. By handing over such drawings, documents and the like, the purchaser releases the supplier from all third-party claims in this connection upon their first request.


6. Work equipment

6.1. If data is sent via remote control, email or data storage medium, the customer is liable for data errors caused by a defective connection. The customer is responsible for only sending verified and virus-free data or handing it over on a data medium. For this reason, work materials provided by the purchaser such as data media, final artwork and/or original films do not require inspection or approval by the supplier. If rework is required, the purchaser agrees to the execution and calculation by the supplier after prior notification.

6.2. Tools, data carriers, films, lithographs, devices, printing equipment, drilling and milling programs, etc. are only charged with proportionate costs and remain the exclusive property of the supplier. They are stored and maintained for a period of one year after their last use. A sale by the supplier is possible.

We reserve the right to reproduce designs created by us.

6.3. Proofs, quality and functional samples for release approval will be delivered at the request of the purchaser or if we deem it necessary. All changes, releases or approvals must be made in writing. The assessment and release of proofs, drawings and samples by the purchaser or third parties commissioned by the purchaser releases the supplier from any liability for defects caused thereby - unless the supplier acts with intent or gross negligence.

6.4. The supplier is not liable for defects that arise from the order itself or from submitted documents or from interpretable or incomplete information. Something different only applies if the supplier acts intentionally or with gross negligence.

By way of example, but not exclusively, this applies to:

  • a) Vertical correctness

In order to be able to recognize the lateral correctness (mirrored or non-mirrored view) of the conductor patterns, legible lettering must be included in the conductor pattern of an outer layer. For multilayers, the order in which the layers are constructed must be specified.

  • b) Confusion

All data transferred must contain a descriptive and clear information text so that it can be assigned correctly.

  • c) Conversion

If the customer provides Eagle BRD files that have to be converted by the supplier, errors may occur. Accordingly, submitted Eagle BRD files are generally assessed as document deficiencies.

  • d) Technical delivery conditions and design rules

A further defect exists if the documents submitted by the purchaser (disregarding the design rules check by the supplier) disregard the “Technical Delivery Conditions and Design Rules for Circuit Boards” provided by the supplier or do not correspond to them.


7. Condition information

7.1. Information on quality is only deemed to have been given by us if the supplier expressly identifies it in writing as “special contractual conditions” and labels it as such. We will only enter into agreements made with a representative or vicarious agent if they have been expressly made known to us by the purchaser and confirmed by the supplier.

7.2. Public statements, praise or other advertising information do not constitute a contractual indication of the quality of the goods.

7.3. In principle, only our product description is agreed upon as the quality of the goods.


8. Delivery quantity

The supplier strives to deliver the agreed order quantity in accordance with the contract. Partial deliveries are permitted. However, the purchaser undertakes and is responsible for accepting a production-related increase or decrease in results of up to 10% of the ordered quantity or production batch. In doing so, the supplier does not violate any contractual obligation whatsoever. The payment claim resulting from the delivery quantity is reduced or increased accordingly. In the case of successive deliveries, the respective calls are made from the order quantity in the amount of the effective delivery quantity. If the order quantity is exceeded, we are entitled to request a new contract or to charge the quantity exceeding the scope of the contract at the current price.


9. Delivery time

9.1. Delivery times and dates published by the supplier are “approx. Deadlines/dates” and serve as a contractually non-binding guide for the purchaser, unless we have promised a delivery date/deadline in writing with the note “fixed”.

A “fixed” promised date is valid subject to correct and timely self-delivery. The supplier does not assume any liability for timely transport.

9.2. Delivery periods begin with the dispatch of the order confirmation, but not before all details of the order have been fully clarified and the documents, approvals, releases, materials or other services to be provided by the customer have been provided, nor before receipt of an agreed down payment by or the opening of a letter of credit in favor of the supplier.

9.3. The delivery deadline is deemed to have been met if the delivery item has left the factory or readiness for dispatch has been communicated by the time it expires. Our obligation to deliver is suspended and extended by at least the period of time for which the purchaser is in arrears with the subsequent fulfillment of counter-performance, and in certain circumstances by a multiple of this period of time if, due to the resulting other machine occupancy, the interruption for which the purchaser is responsible cannot be canceled immediately is possible. The delivery period is also extended appropriately in the event of unforeseen obstacles (particularly in cases of force majeure) as well as cases that are beyond our control (e.g. operational disruptions, incorrect or scrap production, strikes and lockouts, in each case within our own company or at suppliers, etc. etc.), insofar as such circumstances can be proven to have a significant influence on the completion or delivery of the delivered goods or the service. The customer cannot derive any claims from these circumstances. We are not responsible for the aforementioned circumstances even if they arise during an already existing delay. In important cases, we will inform the purchaser of the beginning and end of such circumstances as soon as possible.

9.4. Partial deliveries are permitted within the delivery times specified by us, provided that this does not result in any disadvantages for use.

9.5. Compliance with the delivery deadline requires the timely and proper fulfillment of the customer's contractual obligations, in particular his payment obligations.

9.6. In the event of unforeseen events, insofar as they significantly change the economic significance or content of the service or also significantly influence our operations or those of our upstream suppliers, and in the event that it subsequently turns out that execution is actually impossible, we have the right to withdraw from the contract in this respect to withdraw if we are unable to fulfill it. If we make use of the right of withdrawal, we must inform the customer immediately after becoming aware of the significance of the event - even if an extension of the delivery period was initially agreed with the customer. Claims for damages by the purchaser or other legal consequences due to such withdrawal are excluded.

9.7. If, for orders - including successive delivery contracts - the purchaser is granted a special price based on the total contract quantity, but the agreed contract quantity is not called up or accepted within the agreed acceptance period, the supplier reserves the right to increase the price to reflect the lower quantity. If a grace period is granted for the remaining order quantity, a new price may need to be agreed. If the remaining quantity is not purchased, we reserve all rights.


10. Prize

Unless otherwise agreed, the prices apply ex works or from our business and storage premises, in special cases from an external shipping point within the Federal Republic of Germany, but excluding packaging and other costs. VAT must be added to the prices quoted by us to the extent regulated by law. For deliveries and services provided later than 4 months after conclusion of the contract, the supplier reserves the right to additionally invoice any wage, material and/or energy price increases that have occurred in the meantime with an appropriate overhead surcharge. This applies in particular to successive delivery contracts.


11. Payment

11.1. Unless otherwise agreed, payment must be made freely to our paying agent.

11.2. Agreed payment deadlines apply from the day the invoice is issued. Agreed discounts may only be used on the condition that all payment obligations from previous invoices have been completely fulfilled. Invoice amounts below EUR 200.00 are payable immediately net without any deductions.

11.3. As long as the supplier's outstanding claims have not been paid, we are not obliged to make any further deliveries under any current contract.

11.4. All claims of the supplier arising from the business relationship - i.e. the purchaser's entire obligation to the supplier (e.g. claims from semi-finished products made available at the start of production through transfer of risk to the purchaser's property, from finished goods stored in our trust in his name, as well as from items that have already been delivered unpaid goods) are due immediately - regardless of the term of any bills of exchange or checks accepted - as soon as a reason arises (e.g. late payment, poor information, enforcement measures, downgrading of credit rating by credit insurance, etc.).

The same applies if there are reasonable doubts about the solvency or creditworthiness of the customer or if the customer pledges outstanding debts or goods to which our retention of title extends or assigns them as security to third parties. Under the same conditions, we can demand advance payments or security deposits for all ongoing transactions. In addition, if the supplier still has an order backlog from the purchaser that needs to be processed and has not yet been completed, the supplier is entitled to withdraw from these delivery contracts and/or demand compensation in lieu of performance.


12. Transfer of risk

12.1. The supplier notifies the purchaser of the completion of a production batch confirmed to the order. Upon receipt of this notice of completion, the risk in relation to the delivered goods is transferred to the purchaser. The purchaser is obliged to collect the delivered goods from the supplier in accordance with the completion notice.

12.2. We are entitled, but not obliged, to conclude transport contracts on behalf of the customer and to choose the transport route.


13. Packaging

The supplier reserves the right to type and extent of packaging. Packaging costs will be invoiced separately. Packaging (particularly packaging containers) that is immediately returned to the supplier “free of charge” in a defect-free condition will be credited with 2/3 of the calculated amount. Furthermore, we reserve the right to refuse to take back packaging material.


14. Retention of title

14.1. The goods remain our property until all claims to which we are entitled against the customer arising from the business relationship have been fulfilled. The purchaser may neither pledge the delivery items subject to retention of title nor assign them as security. In the event of seizure, confiscation or other disposition by a third party, he must immediately notify the supplier and provide the full address of the pledgee.

14.2. A sale of the goods subject to retention of title is only permitted in the normal course of business. The purchase price claims of the purchaser against his customers due to the sale of the goods subject to retention of title have been assigned to us in the amount of our purchase price claims. The purchaser is not entitled to make any other disposals over the reserved goods.

14.3. Unless revoked at any time, the purchaser is authorized to collect the purchase price claims from his customers. If the goods delivered under retention of title are treated or processed, mixed or combined with other goods or if the purchaser has other rights to these goods, the supplier becomes co-owner in the ratio of the value of the reserved goods to the other items. If an item in the purchaser's possession under retention of title is to be viewed as the main item, it is agreed that we are also the owner of the main item, whereby the transfer to us is replaced by the loan of this item in the purchaser's possession.

14.4. In the event of late payment - even with regard to a partial amount due - the purchaser's right of ownership expires as well as the authorization to collect the claims from his customers. At our request, the purchaser must then inform the supplier of the debtors (name, address) of the assigned claims, provide the necessary information and notify the debtors of the assignment. In other cases, the supplier is entitled to demand immediate release from the purchaser of the goods delivered under retention of title, whereby this request for release only serves to secure the claim but does not constitute withdrawal from the contract.

14.5. The risk of accidental loss of the goods subject to retention of title is borne by the purchaser, who undertakes to treat the delivered goods with care and to adequately insure them while the retention of title exists. The claims against the insurance are hereby assigned to the supplier until the purchase price and the additional costs incurred have been paid in full.

14.6. Rights arising from the retention of title and all special forms thereof specified in these conditions apply until full release from contingent liabilities that we have entered into in the interests of the buyer.

14.7. We undertake to release the securities to which we are entitled at the purchaser's request to the extent that the value of the claims to be secured, if these have not yet been paid, exceeds by more than 20%.


15. Warranty

15.1. The supplier provides warranty for defects in the goods at its discretion through repair or replacement delivery. If supplementary performance fails, the purchaser can demand a reduction in the remuneration or cancellation of the contract. If there is only a minor breach of contract (e.g. minor defects), the purchaser has no right to withdraw from the contract. If the customer withdraws from the contract due to a defect after subsequent fulfillment has failed, he is not entitled to any claim for damages due to the defect.

15.2. The purchaser must notify the supplier in writing of obvious defects within 7 calendar days at the latest - calculated from receipt of the goods - and non-recognizable defects within the same 7-day period after the defect was discovered. Otherwise, the assertion of a warranty claim is excluded. Deadline is sufficient for the timely dispatch. The purchaser bears the burden of proof for all claims requirements - in particular for the defect itself, the time at which the defect was discovered and the timeliness of the complaint.

15.3. The warranty period is one year - calculated from the date of delivery of the goods.

15.4. In the case of slightly negligent breaches of duty, our liability is limited to the direct average damage that is foreseeable and typical for the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. Furthermore, we are not liable for minor negligent breaches of insignificant contractual obligations.


16. Miscellaneous

16.1. The assignment of a claim by the purchaser will not be recognized by the supplier.

16.2. The purchaser only has the right to offset if his counterclaims have been legally established or have been recognized by the supplier. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

16.3. Should a provision - regardless of the reason - be or become ineffective, unenforceable or incomplete, it will be replaced by a regulation that comes as close as possible to what was intended, but is effective, feasible and/or complete. The validity of the rest of the contract is not affected by this.

16.4. If insolvency proceedings are filed against the assets of a contractual partner, the other contractual partner is entitled to withdraw from the contract for the unfulfilled part.


17. Place of performance, place of jurisdiction

17.1. Deliveries are made either ex works Krefeld, free carrier Krefeld. The place of performance for all deliveries and services resulting from the contract - including those resulting from checks or bills of exchange - is Düsseldorf.

17.2. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Düsseldorf. The supplier is also entitled to file a lawsuit with the court responsible for the purchaser.


18. Choice of Law

18.1. German law applies to all legal relationships that arise for the parties and their legal successors from this contract and from any ancillary transactions. The application of the legal norms of German conflict of laws, insofar as they refer to a foreign legal system, as well as the Hague Uniform Sales Law, the uniform UN Sales Convention or other conventions on the law of the sale of goods is excluded.

18.2. The contractual language is German. If documents are handed over in another language, they are only considered a translation. If there are translation differences between the German and the foreign text, the German text is definitive as the original text.


19. Data Protection

The purchaser agrees that the supplier processes and uses the purchaser's personal data received as part of or in connection with our business relationship to the extent permitted by data protection legislation. Further information can be found in our data protection declarations.


20. Minimum wage

We confirm that our company pays its employees at least the statutory minimum wage according to the MiLoG.



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