For our - also future - deliveries and services, the General Terms and Conditions of Delivery for Products and Services of the Electrical Industry ("Green Terms of Delivery" – GL) apply, by way of
derogation from Article 3, paragraph 1, the "Extended retention of title" in their latest valid version with our following special amendments or additions, unless these conditions are changed or excluded with our express written consent.
General terms and conditions of the customer shall not become binding for us even if we have not expressly objected to them again.
The General Terms and Conditions of Delivery for products and services of the electrical industry are assumed to be known and/or are otherwise available on request.
2. Conclusion of contract
Unless otherwise agreed, we are bound by written offers for 3 months. Orders and promises about special contractual conditions received by our representatives and employees working in the field will only become valid with our written consent. Samples, dimensions and illustrations in catalogues and brochures are generally non-binding. The reproduction of images or illustrations is only permitted with our written consent.
The prices are net prices plus the respective statutory value added tax and are ex works excluding postage andpackaging. Price quotes are quoted in Euros. For custom-made products - insofar as they do not correspond to the listed types - the prices quoted are for the quantity offered. If not otherwise agreed, our minimum order values are currently as follows:
- Germany: 150 €
- Europe: 250 €
- Rest of the world: 500 €
If significant changes in the cost structure have occurred between the day of the order confirmation and the delivery, in particular due to wage increases, price increases for raw and auxiliary materials, an increase in transport costs or the public charges and charges on trade and turnover of the goods or due to the introduction of new charges of this kind as well as changes in value, we reserve the right to increase the agreed prices by the proportionate additional expenses, even if there is an overdraft of the delivery date for which we are responsible.
4. Delivery, call orders
Unless otherwise agreed, the delivery date is given in calendar weeks in relation to the time of dispatch. In the event of subsequent changes to the order, we shall not be bound by the promised and/or confirmed delivery period. In the case of custom-made products, we reserve the right to make 15% more or short deliveries of the ordered quantity under calculation of the actual delivery quantity. We are entitled to make partial deliveries. Call-off orders are binding orders in which only the quantity and date of the individual partial deliveries have not yet been determined at the time the order is placed. Call-off orders must be accepted within 12 months of placing the order, whereby the individual call-off must not fall below a quantity specified by us and must be made in good time. If a case of "force majeure" occurs, a punctual delivery can only be guaranteed and maintained with a constant supply of raw materials and auxiliary materials, as well as constant production, storage, personnel and logistics capacity. This results in an exemption for the duration of its effect from our obligation to deliver in the event of "force majeure". This also includes the issuance of official requirements, orders and measures that delay e.B customs and border clearance. This also applies to strikes and lockouts and in the event of nontimely self-delivery by up-suppliers or if the normal supply or transport options are no longer available. In such cases, even if we were already in default, we are entitled to deliver with a corresponding delay, including a reasonable start-up period.
Any claims for damages of the customer due to impossibility or delay - including any indirect consequential damages based thereon - are excluded.
5. Shipping and transfer of risk
If no special shipping method has been agreed, the type of shipment will be at our best discretion. Additional expenses for accelerated shipping of any kind shall be borne by the customer, even in the event of late delivery. The packaging will be charged at cost price and will not be taken back. The risk shall pass to the customer, even if carriage paid delivery has been agreed, if the goods have been dispatched or collected. If dispatch is delayed at the request or through the fault of the customer, the goods shall be stored at the expense and risk of the customer. In this case, the notification of readiness for dispatch is equivalent to dispatch.
Duration of warranty of the products delivered by ESKA was 12 months.
7. Property rights of third parties
It is the sole responsibility of the customer to ensure that the objects commissioned to us do not infringe the property rights of third parties. Should such rights of third parties be violated during the execution of the order, the customer must fully indemnify and hold us harmless from all claims of third parties.
Unless otherwise agreed, payment is to be made net within 30 days - from the invoice date - without any deductions. In the case of custom-made products that require a longer delivery time and material provision of a larger scope for a longer period of time, the claim is reserved for a down payment. All payments of the customer will be offset against the oldest claims in the current account relationship. We expressly reserve the right to assert further damage caused by default. In the event of default in payment, non-payment of cheques or bills of exchange, initiation or opening of settlement or bankruptcy proceedings, all outstanding claims are due immediately in full. This also applies to accepted bills of exchange that are due later. These circumstances also entitle us to carry out outstanding deliveries only against advance payment or security and to withdraw from the conclusion after a reasonable grace period.
9. Place of performance, place of jurisdiction, applicable law
The place of performance for all obligations arising from the contractual relationship is the registered office of ESKA. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its origin and effectiveness is determinedby the registered office of ESKA. The contractual relationship is subject to the law of the Federal Republic of Germany to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG).
10. Adjustment clause
If individual provisions of these terms and conditions are or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to agree on a new provision that comes closest to the economic purpose pursued by the invalid provision.