General terms and conditions of business and sale
I. General
1. These terms and conditions apply to the entire present and future business relationship between BKL - Electronic Kreimendahl GmbH (BKL) and its principals/customers. They also become part of the contract if no express reference is made to them. Differing or supplementary general terms and conditions of the principal/customer do not become part of the contract.
2. A "customer/principal" within the meaning of these terms and conditions is a natural or legal person or a partnership with legal capacity which, when ordering goods from BKL, is acting in the exercise of its commercial or self-employed professional activity.
3. Goods are supplied exclusively in the versions, packaging units and minimum quantities stated in the respective current catalogues.
4. Technical changes in the sense of technical progress are reserved. Changes in shape, colour and weight are reserved within reasonable limits.
5. The information in our data sheets is provided to the best of our knowledge. It is a non-binding indication only and serves as a reference point for planning. It does not release the user from carrying out their own examination of the products we supply as to their suitability for the intended purposes. We reserve the right to make changes should new findings make this necessary.
6. In the case of assemblies sold by BKL Electronic (joining of 2 products to form a new product), assembly is carried out according to the principal's specification. No technical examination of the supplied product is performed in this case, unless the customer expressly requests this and it is stated separately on the relevant documents.
II. Conclusion of contract
1. The presentation of the range in the respective current sales catalogues or brochures does not constitute a binding contractual offer by BKL. By sending an order to BKL, the customer/principal makes a binding offer. The customer/principal is bound by this offer for a period of 14 days. BKL reserves the right to decide freely whether to accept this offer.
2. In the event that information on BKL's range was incorrect, BKL will submit a counter-offer to the customer/principal, who is free to decide whether to accept it.
3. In the event that BKL does not accept an offer from the customer/principal, BKL will inform the customer/principal without undue delay.
4. The conclusion of the contract is subject to correct and timely delivery to BKL by its own suppliers.
5. If it turns out that the goods ordered are unavailable, BKL reserves the right to withdraw from the contract. BKL will inform the customer/principal of the unavailability without undue delay and refund any consideration already rendered by the customer/principal.
III. Prices
1. All prices quoted are exclusive of statutory VAT. They are addressed exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB).
2. The prices stated in sales catalogues or brochures relate to the time at which the respective sales document was issued. Price changes after that time are reserved. For contracts already concluded, any change to the agreed price is excluded provided the contract was concluded no more than one month before the price change.
IV. Delivery and costs
1. BKL is entitled to invoice the customer/principal separately for packaging and shipping costs.
2. BKL reserves the right to make partial deliveries. Any higher costs arising from this shall be borne by the customer/principal.
3. Transport by rail, forwarding agent, air freight or ship is carried out solely on the order, at the cost and at the risk of the customer/principal.
4. Deliveries abroad are always made at the cost and risk of the customer/principal.
5. The risk of destruction, loss or deterioration of the goods and the price risk pass to the customer upon handover of the goods to the person designated to carry out the shipment. The same applies to the risk of delayed delivery.
6. When ordering specially manufactured items, an over- or under-delivery of up to 10% is stipulated.
V. Warranty
1. In the case of defects in the goods, BKL provides warranty at its own discretion by rectification or replacement delivery. The replacement delivery may be made by supplying goods of equivalent use and service life (replacement device).
2. If rectification or replacement delivery fails twice, the customer/principal may, at their discretion, demand a reduction of the price or rescission of the contract.
3. The goods must be examined for freedom from defects and completeness without undue delay, that is at the latest on the working day following receipt. Defects discovered in the process must be reported to BKL without undue delay. If the customer/principal fails to carry out the examination or to give notice of defects in good time, the goods supplied are deemed approved, unless the defect was not apparent during the examination. Timely dispatch is sufficient to meet the deadline. Notice of defects must be given in text form or electronic form. The customer/principal bears the burden of proof for the timely dispatch of the notice of defects.
4. Defects discovered later must be reported to BKL without undue delay. If no notice of defects is given, the goods are deemed approved with regard to those defects as well. In all other respects, the provisions of V. 3. apply.
5. The notice of defects must describe the defect complained of in precise detail. In all other respects, sections 377 et seq. of the German Commercial Code (HGB) apply.
6. Warranty and damage claims become time-barred one year after delivery of the goods to the customer/principal.
VI. Liability
1. With the exception of the provisions under items 2. and 3. below, BKL is not liable, on whatever legal grounds, for slightly negligent breaches of duty by BKL, its legal representatives or vicarious agents. In the case of slightly negligent breach of cardinal obligations, BKL's liability is limited in amount to the typical foreseeable damage. BKL is not liable for slightly negligent breaches of duty such as default or impossibility, nor for slightly negligent breaches of protective duties.
2. The exclusions and limitations of liability under item 1. do not apply in cases of strict liability (liability irrespective of fault), in particular under the German Product Liability Act, or in cases of culpable injury to body or health or loss of life.
3. There is no liability for damage to the supplied product or to third-party components resulting from non-observance of the technical requirements or from inadequate protective measures on the part of the customer/principal.
VII. Transport damage
1. If the customer/principal notices damage to the packaging when receiving the delivery, they must have the damage confirmed in writing by the carrier upon acceptance of the goods.
2. Transport damage that is only discovered after the goods have been unpacked must be reported to BKL without undue delay. V. 4. and 5. apply accordingly.
VIII. Payment
1. BKL delivers against invoice or cash on delivery.
2. BKL reserves the right to process orders against partial prepayment or full prepayment. In this case the customer/principal will be informed accordingly in advance.
3. Invoices are due for payment within 10 days of the invoice date with a 2% discount, or net within 30 days of the invoice date.
4. If the customer/principal does not pay within the period under VIII. 3., they are in default. BKL is entitled to charge default interest of eight percentage points above the respective base rate. BKL reserves the right to assert higher damages caused by default. The customer/principal is entitled to prove that BKL suffered no damage or lesser damage as a result of the default. Statutory interest remains unaffected in each case.
5. The customer/principal may only set off counterclaims that have been established as final and binding, are undisputed or have been acknowledged by BKL. The customer/principal may only assert a right of retention on the basis of counterclaims arising from the same contractual relationship.
6. If BKL becomes aware of circumstances that call the creditworthiness of the customer/principal into question, or if the customer/principal fails to meet their payment obligations towards BKL on time, BKL may declare all of its claims immediately due by notification in text form or electronic form, irrespective of any deferral, bill of exchange term or expiry of the payment period. In such cases BKL is entitled to refuse further performance of the contract and to demand damages for non-performance from the customer/principal.
IX. Retention of title
1. BKL retains title to the goods supplied until all payments arising from the business relationship with the customer/principal have been received (goods subject to retention of title).
2. If the customer/principal further processes BKL's goods subject to retention of title or combines them with other movable items, BKL becomes the owner of the end product to the exclusion of section 950 BGB. If the new item is produced from materials belonging to several owners subject to retention of title, BKL acquires co-ownership of the newly produced item in the ratio of the prices of the individual products used to produce the new item.
3. The customer/principal may sell the goods subject to retention of title in the ordinary course of business as long as they are not in default towards BKL.
4. The customer/principal assigns to BKL, which accepts the assignment, their claims against their own buyers arising from the sale of the goods subject to retention of title, by way of security. If the goods were first processed or combined with other items and BKL has not become sole owner of the aggregate item so produced, the assignment of claims takes effect in the amount of BKL's co-ownership share. Partial payments by the debtors are deemed to relate first to the part of the claims not assigned. The customer/principal is entitled to collect the claims as long as they are not in default towards BKL.
5. If the customer/principal is in default, BKL is entitled to demand the return of the goods subject to retention of title, to prohibit further processing and combination and to collect the claims covered by the assignment. The customer/principal is obliged to provide BKL with all information required for this purpose.
X. Manufacture to the customer's/principal's specifications
1. In the event that BKL manufactures to specifications (plans, technical drawings, samples etc.) of the customer/principal on the basis of the technical documents provided by them, the customer/principal indemnifies BKL against liability towards third parties insofar as the event giving rise to liability is attributable to defects in those specifications.
2. The customer/principal warrants that they themselves hold the patents or other industrial property rights in the product to be manufactured, or that they have acquired a corresponding licence from the holder of those rights.
XI. Final provisions
1. The place of performance and place of jurisdiction for all claims arising from the contractual relationship between the customer/principal and BKL is BKL's registered office, currently Lüdenscheid.
2. The substantive law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
3. Should individual provisions of the contract between BKL and the customer/principal, including these general terms and conditions, be or become wholly or partly invalid, or should there be a gap in them, this shall not affect the validity of the remaining provisions. In such cases, whatever comes closest, within the limits of what is legally permissible, to the effect of the invalid provision shall be deemed agreed.