Terms and Conditions

The terms and conditions of sale and delivery
of the company EFFEKTA - Regeltechnik GmbH, Rottweil

Download the PDF version

Preamble:

The following terms and conditions of sale and delivery supplement the applicable law and form the basis of the delivery and service contracts of the entrepreneur (user).

They only apply to merchants if the contract is part of their commercial business, legal entities under public law or special funds under public law.

I. Application

  1. Orders become binding with regard to the type and scope of delivery only after the order has been confirmed by the supplier. Changes and additions must be made in writing.
  2. In the case of ongoing business relationships, these conditions also apply to future transactions, even if they are not expressly communicated to the customer again. The conditions are deemed to have been accepted at the latest when the order is placed or the delivery or service is accepted. If different provisions of the customer or supplier are to replace these general terms and conditions, they must be expressly agreed upon by the partners.
  3. Conflicting or deviating purchasing conditions of the purchaser shall only bind the supplier if they are expressly accepted by the supplier in writing.

II. Prices

  1. A binding price determination is only made by written order confirmation from the supplier and subject to the order data on which the order confirmation is based remaining unchanged. The supplier's prices are in EUR plus the statutory sales tax applicable at the time of delivery, unless otherwise stated.
  2. If there is a change in the price basis during a delivery period of more than four months (increase in the price of raw materials, change in wage and salary rates), the supplier reserves the right to adjust the price accordingly.
  3. Packaging, postage, insurance and other shipping costs are not included and will be charged separately.
  4. Any changes to the work item made at the customer's request after the order has been confirmed will be charged to the customer.
  5. Partial deliveries may be invoiced separately.

III. delivery quantity, delivery time

  1. Over- or under-deliveries of up to 10% of the ordered quantity due to production reasons are permitted.
  2. The supplier is entitled to make partial deliveries.
  3. The delivery periods begin with the date of order confirmation by the EFFEKTA - Regeltechnik GmbHThe delivery times specified by the supplier refer to the date of dispatch of the goods. They are deemed to have been met if the goods leave the factory at this time or if the customer is informed that the goods are ready for delivery.
  4. The agreed delivery period always applies after all technical and commercial details have been clarified.
    In this respect, these are generally non-binding delivery periods. Delivery dates are only binding if the delivery date has been confirmed as binding to the customer in writing.
  5. If an action by the Customer is required for the production of the work or for the implementation of the delivery, the delivery period shall only begin when this action has been fully carried out by the Customer.
  6. In the event of a delay in delivery, the Purchaser may withdraw from the contract after a reasonable grace period has expired without result; in the event of the Supplier being unable to perform, the Purchaser shall also have this right without a grace period.
    Delay in delivery is equivalent to impossibility if delivery is not made for more than one month.
    Claims for damages (including any consequential damages) are excluded without prejudice to paragraph 7; the same applies to reimbursement of expenses.
  7. The exclusion of liability set out in paragraph 6 does not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health is agreed upon, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the supplier; it also does not apply if an exclusion or limitation of liability for other damages is agreed upon, which are based on an intentional or grossly negligent breach of duty by the supplier or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the supplier.
    If the supplier culpably breaches an essential contractual obligation or a “cardinal obligation”, liability is not excluded but limited to the foreseeable damage typical for the contract.
    In the case of reimbursement of expenses, the above applies accordingly.
  8. The liability limitations in paragraphs 6 and 7 do not apply if a commercial fixed-term transaction has been agreed; the same applies if the customer can assert that his interest in the contract performance has ceased due to the delay for which the supplier is responsible.
  9. Events of force majeure at the supplier or its subcontractors extend the delivery time accordingly. This also applies to official interventions, energy and raw material supply difficulties, strikes, lockouts and unforeseeable delivery difficulties, provided that they are not the responsibility of the supplier. The supplier will notify the customer of these immediately.

IV. Transfer of Risk, Packaging and Shipping

  1. In the case of a collection obligation, the risk is transferred to the customer when the goods are handed over to the customer. The same applies to dispatch obligations when the goods are handed over to the transport person. In the case of delivery obligations, the risk is transferred when the goods leave the factory premises.
  2. In the event of delays in dispatch for which the customer is responsible, the risk shall pass upon notification of readiness for dispatch.
  3. Unless otherwise agreed, the supplier will choose the packaging and shipping method at his own discretion. At the customer's written request, the goods will be insured against breakage, transport and fire damage at the customer's expense.

V. Retention of title

  1. The deliveries remain the property of the supplier until all current and future claims arising from the business relationship have been settled, even if the purchase price for specifically designated claims has been paid. In the case of current accounts, the reserved ownership of the deliveries (reserved goods) serves as security for the supplier's balance invoice.
  2. If the customer breaches the contract, in particular if payment is delayed, the supplier is entitled to take back the goods; in this case the customer hereby agrees to take back the goods. Taking back the goods only constitutes a withdrawal from the contract if this is expressly declared by the supplier. The costs incurred by the supplier as a result of taking back the goods (in particular transport costs) are borne by the customer. The supplier is also entitled to prohibit the customer from reselling or processing the goods delivered under retention of title and to revoke any direct debit authorization that may have been granted. The customer can only demand delivery of goods taken back without an express declaration of withdrawal after the purchase price and all costs have been paid in full.
  3. The purchaser is obliged to treat the goods with care.
  4. The purchaser may not pledge, transfer or assign the delivery item or the claims replacing it as security.
    In the event of seizures or other interventions by third parties, the customer must immediately notify the supplier in writing so that the supplier can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure. The customer must bear any costs that the supplier still incurs despite winning the legal dispute in accordance with Section 771 of the Code of Civil Procedure.
  5. The purchaser is entitled to resell, process or mix the goods in the ordinary course of business; in doing so, however, he hereby assigns to the supplier all claims arising from the resale, processing, mixing or other legal reasons (in particular from insurance or unlawful acts) in the amount of the final invoice amount agreed with the supplier (including sales tax).
    The customer remains entitled to collect these claims even after the assignment, whereby the supplier's authority to collect the claim itself remains unaffected. However, the supplier undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and no application for the opening of insolvency proceedings has been made or payments have been suspended.
    If this is the case, however, the purchaser must inform the supplier of the assigned claims and the debtors upon request, provide all information necessary for collection, hand over the relevant documents and inform the debtor (third party) of the assignment.
    The direct debit authorization can be revoked by the supplier in the event of breach of contract (in particular default in payment) by the customer.
  6. The retention of title also extends to the products resulting from processing, mixing or combining the delivered goods at their full value, whereby these processes are carried out for the supplier, so that they are considered to be manufacturing. If the ownership rights of third parties remain in place during processing, mixing or combining with goods of third parties, the supplier acquires co-ownership in proportion to the objective values ​​of these goods.
  7. The Purchaser also assigns to the Supplier any claims against third parties arising from the connection of the delivery items with real estate in order to secure the Purchaser's claims against the Supplier.
  8. The securities to which the supplier is entitled shall not be taken into account to the extent that the value of the securities exceeds the value of the claims to be secured by more than 30%.
  9. The assertion of the retention of title in the event of default in payment or endangerment as well as the seizure of the delivery item by the supplier shall be deemed to be a withdrawal from the contract.

VI. Terms of payment

  1. All payments must be made in euros exclusively to the supplier.
  2. Unless otherwise agreed, the purchase price is to be paid cash on delivery or by cheque in advance. In the latter case, delivery will be made after the cheque has been credited. In exceptional cases, payment is due within 14 days net.
  3. If the purchaser defaults on payment, the supplier is entitled to charge default interest at a rate of 8% above the base interest rate. The supplier can prove and invoice higher interest losses at any time.
  4. Failure to comply with the terms of payment, delay or circumstances that are likely to reduce the customer's creditworthiness will result in all of the supplier's claims becoming due immediately. In addition, the supplier is entitled to withdraw from the contract after a reasonable grace period or to demand compensation instead of performance.
  5. The purchaser is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by the supplier.
  6. The customer is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
  7. In principle, the supplier is not obliged to accept bills of exchange and cheques. Credit notes in this regard are always subject to redemption (in payment, not in lieu of performance); they are issued with a value date of the day on which the supplier can dispose of the equivalent amount. Bills of exchange are credited against the discount calculated by the supplier when they are passed on, stamp duty and bank charges, as well as any collection charges.
  8. Further contractual or legal claims in the event of default remain reserved.

VII. Liability for defects

If the purchaser fulfils his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB), the supplier shall be liable for defects in the delivery to the following extent:

  1. If there is a significant defect in the purchased item, the supplier is entitled, at its discretion, to remedy the defect or to deliver a defect-free item (subsequent performance). If subsequent performance fails, the supplier is entitled to repeated subsequent performance. Even in the case of repeated subsequent performance, the supplier decides between new delivery and remedying the defect. If one or both types of subsequent performance are impossible or disproportionate, the supplier is entitled to refuse it. The supplier can also refuse subsequent performance as long as the customer does not meet his payment obligations to the supplier to the extent that corresponds to the defect-free part of the service.
  2. If subsequent performance according to paragraph 1 is impossible or fails, the customer has the right to either reduce the purchase price accordingly or to withdraw from the contract in accordance with the statutory provisions. The customer is entitled to these rights in particular if subsequent performance is culpably delayed or refused by the supplier or if it fails for the second time. Unless otherwise stated below (paragraph 4), further claims by the customer are excluded regardless of the legal basis (in particular claims arising from the breach of primary and secondary contractual obligations, reimbursement of expenses with the exception of those under Section 439 paragraph 2 of the German Civil Code, tortious acts and other tortious liability). This applies in particular to claims for damages outside the purchased item and to claims for compensation for lost profits; claims that do not result from the defectiveness of the purchased item are also included.
  3. The above provisions shall also apply to the delivery of a different item or a smaller quantity.
  4. The exclusion of liability according to paragraph 2 does not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health has been agreed upon, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user. It also does not apply if an exclusion or limitation of liability for other damages has been agreed upon, which are based on an intentional or grossly negligent breach of duty by the user or an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user. If the supplier violates an essential contractual obligation or a "cardinal obligation", liability is not excluded, but limited to the foreseeable damage typical for the contract. Otherwise, it is excluded in accordance with paragraph 2.
    The exclusion of liability does not apply if liability is incurred under the Product Liability Act for personal injury or property damage to privately used items as a result of defects in the delivered item.
    The same applies in cases where the supplier has provided a guarantee or the purchaser has been assured of certain properties of the purchased item and a defect covered by this guarantee triggers the supplier's liability.
    In the case of reimbursement of expenses, the above applies accordingly.
  5. The claims for subsequent performance, damages and reimbursement of use expire one year after delivery of the item.
    This does not apply to an item that has been used for a building in accordance with its usual purpose and has caused its defects. In this case, the limitation period only begins after five years.
    Claims for reduction and the exercise of a right of withdrawal are excluded if the claim for subsequent performance has expired.
    In the case of sentence 3, however, the buyer can refuse to pay the purchase price to the extent that he would be entitled to do so due to the withdrawal or reduction. In the event of exclusion of withdrawal and a subsequent refusal to pay, the supplier is entitled to withdraw from the contract.
  6. Claims for manufacturer recourse remain unaffected by this section.
  7. No liability is accepted for damages resulting from unsuitable or improper use, faulty assembly by the customer or third parties, faulty or negligent handling or natural wear and tear. Furthermore, the supplier is not liable for damages caused by unsuitable operating materials, faulty construction work, replacement materials, chemical and electrochemical or electrical influences (unless the supplier is responsible for them) or for improper modifications or repairs carried out by the customer or third parties without prior approval from the supplier. The same applies to unauthorized rework or improper handling.
  8. Transport damage must be reported immediately to the delivering transport company. Their instructions regarding further action must be followed. Under no circumstances may goods damaged in transport be returned to us without instructions from either us or the transport company.

VIII. breaches of duty

  1. Liability for breaches of duty by the supplier is limited to grossly negligent or intentional breaches of duty.
  2. In particular, liability for the infringement of third-party intellectual property rights is excluded when providing work according to the customer's specifications. The supplier is not obliged to check for third-party intellectual property rights.

IX. Software

If programs are included in the scope of delivery, the purchaser is granted a simple, unrestricted right of use for these, which means that he may neither copy them nor allow others to use them. Multiple rights of use require a special written agreement. In the event of a breach of these rights of use, the purchaser is fully liable for any resulting damage.

X. Place of performance, jurisdiction and applicable law

  1. Place of performance is Rottweil.
  2. Jurisdiction is Rottweil, provided that the purchaser is also a merchant. The supplier is entitled to sue the purchaser at other permissible places of jurisdiction.
  3. The law of the Federal Republic of Germany applies to all claims and rights arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

XI. Final provisions

  1. Changes to the contract or other ancillary agreements are only valid if they are confirmed in writing by the supplier.
  2. The purchaser’s rights arising from the legal transaction with the supplier are not transferable.
  3. Should individual provisions of these terms and conditions be invalid or void in whole or in part, this shall not affect the validity of the remaining provisions. The contracting parties undertake to agree to a regulation that largely achieves the meaning or purpose of the invalid or void provision.

(Status: 2025)