Terms

General Terms and Conditions of Sale and Delivery

Scope of the General Terms and Conditions of Sale and Delivery

The offers of the supplier (enwitec electronic GmbH), the acceptance of orders and all deliveries shall be made exclusively on the basis of the following “General Terms and Conditions of Sale and Delivery.”

These “General Terms and Conditions of Sale and Delivery” apply if the purchaser is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.

Unless otherwise agreed, the General Terms and Conditions of Sale and Delivery in the version valid at the time of the purchaser’s order or in the version last communicated to them in text form shall apply.

Purchasing terms or other deviating conditions of the purchaser are hereby expressly objected to; they shall not bind the supplier even if the supplier does not expressly object again upon conclusion of the contract. An exception shall only apply if the supplier has expressly agreed in writing to the applicability of the purchaser’s conditions.

Offer and Conclusion of Contract

1. The supplier’s offers are non-binding and subject to written confirmation by the supplier, unless expressly agreed otherwise in writing. Acceptance of orders placed by representatives likewise requires the supplier’s written confirmation. Documents belonging to an offer, such as illustrations, drawings, weight specifications and more detailed descriptions, are only approximately authoritative and serve to describe and specify the subject matter of the delivery. The same applies to performance and consumption data. These details do not constitute a guarantee for the quality or durability of the subject matter of delivery. The supplier reserves the right to make changes to dimensions and weights of the subject matter of delivery until the time of delivery.
2. The supplier retains ownership and copyright to all illustrations, drawings, cost calculations and other documents, including brochures and catalogs. Any use outside the underlying contract, as well as any passing on to third parties, requires the supplier’s express written consent.
3. The goods to be delivered by the supplier and the scope of performance to be provided may be agreed in more detail by individual contract between the supplier and the purchaser. Unless otherwise agreed in the individual contract, these “General Terms and Conditions of Sale and Delivery” shall apply as a supplement to the individual contract. The supplier reserves the right to supplement or expand services and to add new services, and in such cases to amend the “General Terms and Conditions of Sale and Delivery” and the service descriptions referenced therein accordingly.
4. In the case of production and delivery of electric vehicle charging stations for the purchaser, the following services are not included in the supplier’s scope of performance: provision of a network connection for linking the goods, carrying out the necessary measures to obtain a network connection, installation and commissioning of the goods, operation or maintenance and servicing of the goods, and payment processing for operation and use of the goods.

Prices and Payments

1. Prices are understood ex works, exclusive of packaging, freight and insurance, and do not apply to reorders. Packaging costs will be invoiced separately; transport and insurance costs are charged as incurred and by agreement. Framework agreements are not affected by these provisions; corresponding conditions are agreed separately.
2. The basis for prices is the production cost at the time of the supplier’s written order confirmation. If these production costs increase before delivery due to higher duties, raw material, auxiliary material, energy, freight or labor costs, the supplier is entitled to adjust the agreed price accordingly. The purchaser shall have no right of withdrawal as a result of such price increase.
3. If the agreed delivery period is more than four months after conclusion of the contract, or if delivery is actually made more than four months after conclusion of the contract for reasons for which the purchaser is responsible, the supplier is entitled to invoice the price valid on the day of execution of the delivery.
4. The agreed delivery price plus statutory VAT is due for payment upon receipt of the invoice, notwithstanding any other agreement. Payments to the supplier’s representatives are not permissible without a written power of attorney. If there are several outstanding invoices, payments will first be set off against older claims; if costs and interest have already been incurred, payments will first be applied to costs, then to interest, and finally to the principal, in each case on the oldest invoices.
5. Retention of title and offsetting against the purchase price shall only be permitted with undisputed or legally established claims. The purchaser shall only be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
6. Unless otherwise agreed in writing, invoice amounts shall be due net within 30 days from the invoice date.

Default

1. If payment deadlines are exceeded or an agreed deferral is granted, statutory interest shall be charged.
2. If the purchaser fails to honor a check or if the supplier becomes aware of significant deterioration in the purchaser’s financial circumstances endangering payment, the entire remaining debt shall become due immediately. If the entire remaining debt is not paid immediately, the purchaser’s right to use the subject matter of delivery shall expire. The supplier shall be entitled to take back the subject matter of delivery without waiving its claims or to withdraw from the contract. If such circumstances become known after conclusion of the contract but before delivery, the supplier may refuse performance and demand payment in exchange for delivery, even if different payment terms and deadlines were agreed; alternatively, the supplier may require security.
3. If the purchaser otherwise fails to meet its payment obligations after reminder and setting of a reasonable deadline, the supplier shall be entitled to repossess the subject matter of delivery or to withdraw from the contract. In the case of an installment sale, the supplier may withdraw from the contract due to default in payment under the legal conditions.
4. In the event of withdrawal from the contract, the supplier shall also be entitled to claim damages instead of performance or to reimbursement of wasted expenses, provided that the supplier previously set a reasonable deadline for performance without success. If the supplier claims damages instead of performance, it may charge a lump sum of 25 % of the agreed purchase price without deduction. The supplier shall remain free to prove and claim higher damages; the purchaser shall be free to prove that no damage or a significantly lower amount of damage was incurred. This shall also apply if the purchaser is in default not only with payment but also with acceptance of the goods or another cooperation duty.
5. If the contract is rescinded after delivery of the goods, the supplier, in addition to the claim for return of the goods, shall be entitled to compensation for use; this claim shall exist independently alongside claims for damages and reimbursement of wasted expenses.
6. All of the above provisions shall also apply in cases of direct delivery of the end customer by the supplier at the purchaser’s request.

Delivery Time

1. Delivery and delivery time, or, if applicable, collection by the purchaser, shall be agreed separately.
2. The delivery period begins on the day the order confirmation is sent and is deemed met if the goods have left the factory by the end of the delivery period. The delivery period shall be extended appropriately in the event of measures in the context of labor disputes, in particular strike and lockout, as well as in the event of the occurrence of unforeseen obstacles, such as operational disruptions, raw material shortages, traffic disruptions, etc., which lie beyond the supplier’s control, insofar as such obstacles demonstrably have a significant impact on the completion or delivery of the subject matter of delivery. This shall also apply if the circumstances occur at the suppliers of sub-suppliers.
3. The aforementioned circumstances shall not be the responsibility of the supplier even if they occur during an existing delay.
4. Compliance with the delivery period requires the fulfillment of the purchaser’s contractual obligations, in particular the provision of any necessary official certificates or approvals. Otherwise, delivery time and delivery period shall be extended appropriately.

Shipping

Delivery of the goods shall take place ex works, which is the place of performance for delivery and any subsequent performance. At the purchaser’s request and expense, the goods shall be shipped to another destination (dispatch purchase). All shipments shall be made at the supplier’s discretion and at the purchaser’s expense. The method of shipment is at the supplier’s discretion; no claims may be derived against the supplier from the choice made.

Export Shipments

Shipments abroad are subject, if applicable, to additional general terms and conditions of sale for export and any other special agreements. In addition, Incoterms® 2020 shall apply by agreement; the supplier is free to invoke them.

Transfer of Risk and Acceptance

1. The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser upon handover of the goods to the carrier, regardless of whether the supplier or the purchaser commissioned the carrier, even if partial deliveries are made or the supplier has undertaken other services, without prejudice to any other agreements.
2. If dispatch, which may be by rail or forwarding agent at the supplier’s choice, is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser on the day the goods are ready for shipment; however, the supplier shall be obliged, at the purchaser’s request and expense, to procure the insurances the purchaser requests. Delivered items shall be accepted by the purchaser even if they have insignificant defects, without prejudice to rights under Section IX.
3. Partial deliveries are permissible insofar as they are reasonable for the purchaser.
4. If acceptance of the goods is delayed by the purchaser, the risk shall pass to the purchaser from the effective offer of performance by the supplier.
5. If additional costs arise for the supplier due to the purchaser’s delay in acceptance, the supplier may claim reimbursement of these costs from the purchaser.

Warranty

1. If there are defects in the delivery, these must first be properly notified by the purchaser in accordance with §§ 377, 381 of the German Commercial Code. The supplier shall not be liable for defects that the purchaser knew of or grossly negligently did not know at the time of contract conclusion (§ 442 German Civil Code).
2. Defects shall be remedied at the supplier’s choice by repair or by replacing the defective items with new, defect-free goods; replaced parts become the property of the supplier. The supplier reserves two (2) attempts at supplementary performance.
3. If the complaint proves justified, the supplier shall bear the direct costs arising from repair or replacement, including the cost of the replacement item.
4. Repair of defective goods shall take place at the manufacturer’s premises. The purchaser shall bear the costs of dismantling and reassembly, transport, packaging, etc.
5. Manufacturer’s guarantees passed on in the course of delivery, as well as the manufacturer’s declarations of conformity and/or certificates of harmlessness, do not constitute a separate guarantee of the supplier and do not form part of the supplier’s contractual warranty.
6. For transactions in which no consumer is involved, the supplier shall assume no warranty for product components provided by the purchaser.
7. Warranty is excluded for insignificant defects and for normal wear and tear.
8. The purchaser’s recourse claims are excluded, in particular if the purchaser has made agreements with their customer extending beyond the statutory mandatory warranty claims.
9. The supplier shall not be liable for damages caused after acceptance due to improper connection or operation of the goods.

Warranty and Liability for Custom-Made/Developed Results

1. In addition to Section IX, the following shall apply if the purchaser wants the supplier to implement individual specifications in the ordered goods. The purchaser’s individual specification shall become part of the order. If no individual specification is agreed, the supplier’s standard specification shall apply.
2. The purchaser shall provide the supplier with the documents and information necessary for the performance of its work. In particular, the purchaser shall provide detailed information on technical changes to the standard specification and general requirements. This includes documentation such as circuit diagrams for each model (including control units), current firmware, RFID readers used depending on the controller, testing requirements and procedures.
3. The purchaser remains responsible for revision and maintenance of the technical documentation.
4. The purchaser shall procure, at its own expense, all third-party rights needed for the individual specifications.
5. The supplier does not warrant that the goods, after implementation of the individual specifications, do not infringe industrial property rights, copyrights or other rights of third parties.
6. The purchaser shall indemnify the supplier from all third-party claims—including all necessary expenses arising in connection with such claims—that are made against the supplier due to infringement of industrial property rights, copyrights or other rights relating to services rendered by the supplier on behalf of the purchaser, unless the purchaser is not responsible for the legal defect.
7. If the purchaser’s individual specifications are technically unfeasible, the supplier shall not be liable for their feasibility. The supplier will coordinate feasibility with the purchaser.
8. These provisions shall also apply if the supplier uses affiliated companies or other vicarious agents in the performance of the order.

Limitation Period

Warranty claims shall become time-barred two years after delivery of the goods. However, the statutory period shall apply if the law prescribes longer periods for defects in buildings and goods for buildings, for the purchaser’s recourse claims under §§ 478, 479 German Civil Code, or for construction defects. The statutory limitation period shall also apply in cases of injury to life, body or health, in the event of intentional or grossly negligent breach of duty by the supplier, and for fraudulent concealment of a defect.

Liability for Damages

1. The supplier shall be liable under the statutory provisions for damages if the purchaser asserts claims based on intent or gross negligence, including intent or gross negligence by the supplier’s representatives or vicarious agents. Unless an intentional breach of contract is attributable to the supplier, liability for damages shall be limited to the foreseeable, typically occurring damage.
2. The supplier shall be liable under the statutory provisions if a material contractual obligation is culpably breached. In this case, liability for damages shall be limited to the foreseeable, typically occurring damage.
3. Liability for culpable injury to life, body or health shall remain unaffected; this also applies to mandatory liability under the Product Liability Act.
4. Unless otherwise regulated above, liability shall be excluded.

Retention of Title

1. The supplier retains title to the goods until receipt of all payments under the contract.

The purchaser shall treat the goods with care, in particular insuring them at new-for-old value against fire, water and theft at their own expense. Any required maintenance and inspection work must be carried out by the purchaser in a timely and proper manner at their own expense.

2. In the event of seizures, attachments or other third-party interventions, the purchaser shall notify the supplier in writing without delay to enable the supplier to exercise its rights under the retention of title.

If the purchaser breaches these obligations, they shall be liable for any loss suffered by the supplier.

3. The purchaser is entitled to resell the goods in the ordinary course of business; however, the purchaser hereby assigns to the supplier all claims in the amount of the gross purchase price that arise from the resale of the goods. This applies regardless of whether the goods are resold without or after processing.

The purchaser shall remain authorized to collect the claims even after assignment; the supplier’s right to disclose the assignment and to collect the claims itself shall remain unaffected, provided the purchaser meets its payment obligations, does not fall into arrears, and does not file for composition or insolvency proceedings. In this case, the purchaser shall be obliged to provide the supplier without delay with all information necessary to collect the claims and to hand over the required documents and to enable the supplier to disclose the assignment.

4. The purchaser’s processing or transformation of the goods shall always be carried out for the supplier. If the goods are processed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the value of the goods (invoice value) to the other items at the time of processing. The retention of title shall continue to apply in full to the item resulting from processing.

The purchaser is authorized to resell the reserved goods as part of their business operations. The purchaser hereby assigns to the supplier all claims arising from the resale of these reserved goods, whether resold unprocessed or after processing.

5. If the delivered goods are irreversibly mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the value of the delivered goods (invoice value) to the other mixed items at the time of mixing. If mixing is done in such a way that the purchaser’s item is the principal component, the purchaser shall assign proportional co-ownership to the supplier, and shall hold the resulting sole or co-ownership for the supplier.
6. If the delivered goods or items manufactured from them are resold by the purchaser or directly or subsequently incorporated into a third party’s real estate property so that they become essential components of the third party’s property, the purchaser’s claims against their buyer or third parties shall transfer to the supplier for securing its claims without the need for a separate assignment declaration.
7. At the purchaser’s request, the supplier shall release securities to which it is entitled to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10 %; the choice of securities to be released shall be at the supplier’s discretion.

Final Provisions

1. The contract shall remain binding even if individual provisions are legally ineffective; the ineffective provision shall be replaced by one that comes closest to the intended economic purpose.
2. The place of performance and jurisdiction shall be the supplier’s registered office if the purchaser is a merchant within the meaning of the law; however, the supplier reserves the right to sue at the purchaser’s place of business.
3. All agreements between the supplier and the purchaser must be recorded in writing; the written form requirement shall also apply to all amendments and/or ancillary agreements before or after conclusion of the contract. The written form requirement shall also apply to the waiver of this written form clause.
4. German substantive law shall apply to the legal relationships arising from or in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).