General Conditions the Arnold Elektronik


General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry („GL“)*

recommended by ZVEI-Zentralverband Elektrotechnik- und Elektronikindustrie e. V.

Article I: General Provisions

1. Legal relations between Supplier and Purchaser in connection with supplies and/or services of the supplier (hereinafter referred to as „Supplies“) shall besolely governed by the present GL. The Purchaser’s general terms and conditionsshall apply only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
2. The Supplier herewith reserves any industrial property rights and/or copyrightspertaining to its cost  estimates, drawings and other documents (hereinafter referred to as „Documents“). The Documents shall  not be made accessible to third parties without the Supplier’s prior consent and shall, upon request, be  returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s Documents; these may, however, be made  accessible to those third parties to whom the Supplier has rightfully subcontracted Supplies.
3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it  remains unchanged, is used within the agreed performance parameters, and on the agreed equipment.
Without express agreement the Purchaser may make one back-up copy of standard software.
4. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
5. The term „claim for damages” used in the present GL also includes claims for indemnification for  useless expenditure.


Article II: Prices, Terms of Payment, and Set-Off
1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable  rate.
2. If the Supplier is also responsible for assembly or erection and unless other wise agreed, the Purchaser  shall pay the agreed remuneration and any incidental costs required, e. g. for traveling and transport as  well as allowances.
3. Payments shall be made free Supplier’s paying office.
4. The Purchaser may set off only those claims which are undisputed or non appealable.


Article III: Retention of Title
1. The items pertaining to the Supplies („Retained Goods“) shall remain the Supplier’s property until each  and every claim the Supplier has against the Purchaser on account of the business relationship has been  fulfilled. If the combined value of the Supplier’s security interests exceeds the value of all secured  claims by more than 20 %, the Supplier shall release a corresponding part of the securityinterest if so  requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to  release.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use  them as security, and resale shall be possible only for resellers in the ordinary course of their business  and only on condition that the reseller receives payment from its customer or makes the transfer of  property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. Should Purchaser resell Retained Goods, it assigns to the Supplier, already today, all claims it will have  against its customers out of the resale, including any collateral rights and all balance claims, as security,  without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on  together with other items and no individual price has been agreed with respect to the Retained Goods,  Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the price  of the Retained Goods invoiced by Supplier.
4. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is  made for Supplier. Purchaser shall store the new item thus created for Supplier, exercising the due care  of a diligent businessperson. The new items are considered as Retained Goods.
(b) Already today, Supplier and Purchaser agree that if Retained Goods arecombined or amalgamated  with other items that are not the property of Supplier, Supplier shall acquire co-ownership in the new  item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the  time of combination or amalgamation. In this respect, the new items are considered as Retained Goods.
(c) The provisions on the assignment of claims according to No. 3 above shall al so apply to the new item.  The assignment, however, shall only apply to the amount corresponding to the value invoiced by Supplier  for the Retained Goods that have been processed, combined or amalgamated.
(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any  further declaration being necessary to this effect, also assign to Supplier as security its claim to  consideration for the combination,including all collateral rights for the prorata amount of the value  the combined Retained Goods have on the other combined items at the time of the combination.
5. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to  withdraw Purchaser’s permission to collect funds for good reason, including, but not limited to delayed  payment, suspension of payments, start of insolvency proceedings, protest or justified indications for  overindebtednessor pending insolvency of Purchaser. In addition, Supplier may, upon expiry of an  adequate period of notice disclose the assignment, realize the claims assigned and demand that  Purchaser informs its customer of the assignment.
6. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third  parties. If a reasonable interest can be proven, Purchasersh all, without undue delay, provide Supplier  with the information and/or Documentsnecessary to assert the claims it has against its customers.
7. Where the Purchaser fails to fulfill its duties, fails to make payment due, orotherwise violates its  obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the  case of continued failure followingexpiry of a reasonable remedy period set by the Supplier; the statutory  provisionsproviding that a remedy period is not needed shall be unaffected. The Purchasersh all be  obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or  exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a  rescission of the contract, unless the Supplier so expressly declares.


Article IV: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser,  necessary permits and approvals, especially concerning plans, are received in time and if agreed terms of  payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time,  times set shall be extended reasonably; this shall not apply if the Supplier is responsible for the delay.
2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similarevents (e. g. strike or  lockout);
(b) virus attacks or other attacks on the Supplier’s IT systems occurring despiteprotective measures  were in place that complied with the principles of propercare;
(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of  foreign trade law or to other circumstances for which Supplier is not responsible; or
(d) the fact that Supplier does not receive its own supplies in due time or in due form  such times shall be extended accordingly.
3. If the Supplier is responsible for the delay (hereinafter referred to as „Delay“)and the Purchaser has  demonstrably suffered a loss therefrom, the Purchasermay claim a compensation as liquidated damages  of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that  part of the Supplies which due to the Delay could not be put to the intended use.
4. Purchaser’s claims for damages due to delayed Supplies as well as claims fordamages in lieu of  performance exceeding the limits specified in No. 3 above areexcluded in all cases of delayed Supplies,  even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of  liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to  health. Rescission of the contract by the Purchaser based on statute is limited to caseswhere the Supplier  is responsible for the delay. The above provisions do not implya change in the burden of proof to the  detriment of the Purchaser.
5. At the Supplier’s request, the Purchaser shall declare within a reasonable period of time whether it,  due to the delayed Supplies, rescinds the contract or insistson the delivery of the Supplies.  6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than one month alter  notification of the readiness for dispatch was given, the Purchasermay be charged, for every additional  month commenced, storage costs of 0.5 %of the price of the items of the Supplies, but in no case more  than a total of 5 %.The parties to the contract may prove that higher or, as the case may be,  lower storage costs have been incurred.


Article V: Passing of Risk
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:
(a) if the delivery does not include assembly or erection, at the time when it is shipped or picked up by  the carrier. Upon the Purchaser’s request, the Supplier shall insure the delivery against the usual risks of  transport at the Purchaser’s expense;
(b) if the delivery includes assembly or erection, at the day of taking over in the Purchaser’s own works  or, if so agreed, alter a successful trial run.
2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or  erection, the taking over in the Purchaser’s own works, or the trial run is delayed for reasons for which  the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.


Article VI: Assembly and Erection
Unless otherwise agreed in written form, assembly and erection shall be subject to the following  provisions:
1. Purchaser shall provide at its own expense and in due time:
(a) all earth and construction work and other ancillary work outside the Supplier’s scope, including the  necessary skilled and unskilled labor, construction materials and tools;
(b) the equipment and materials necessary for assembly and commissioningsuch as scaffolds, lifting  equipment and other devices as well as fuels and lubricants;
(c) energy and water at the point of use including connections, heating and lighting;
(d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts,  apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel,  including sanitaryfacilities as are appropriate in the specific circumstances; furthermore, the Purchaser  shall take all measures it would take for the protection of its own possessions to protect the possessions  of the Supplier and of the erectionpersonnel at the site;
(e) protective clothing and protective devices needed due to particular conditions prevailing on the  specific site.
2. Before the erection work starts, the Purchaser shall unsolicitedly make availableany information  required concerning the location of concealed electric power, gas and water lines or of similar installations  as well as the necessary structuraldata.
3. Prior to assembly or erection, the materials and equipment necessary for the work to start must be  available on the site of assembly or erection and any preparatory work must have advanced to such a  degree that assembly or erectioncan be started as agreed and carried out without interruption. Access  roads and the site of assembly or erection must be level and clear.
4. If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not  responsible, the Purchaser shall bear the reasonablecosts incurred for idle times and any additional  traveling expenditure of the Supplier or the erection personnel.
5. The Purchaser shall attest to the hours worked by the erection personnel to wardsthe Supplier at  weekly intervals and the Purchaser shall immediately confirm in written form if assembly, erection or  commissioning has been completed.
6. If, after completion, the Supplier demands acceptance of the Supplies, the Purchaser shall comply  therewith within a period of two weeks. The same consequencesas upon acceptance arise if and when  the Purchaser lets the two-week period expire or the Supplies are put to use after completion of agreed  test phases, if any.


Article VII: Receiving Supplies
The Purchaser shall not refuse to receive Supplies due to minor defects.


Article VIII: Defects as to Quality
The Supplier shall be liable for defects as to quality („Sachmängel“, hereinafterreferred to as „Defects“,)  as follows:
1. Defective parts or defective services shall be, at the Supplier’s discretion, repaired, replaced or  provided again free of charge, provided that the reason for the Defect had already existed at the time  when the risk passed.
2. Claims for repair or replacement are subject to a statute of limitations of 12months calculated from  the start of the statutory statute of limitations; the same shall apply mutatis mutandis in the case of  rescission and reduction. This shall not apply where longer periods are prescribed by law according to  Sec. 438 para.1 No. 2 (buildings and things used for a building), Sec. 479 para. 1 (right ofrecourse), and  Sec. 634a para. 1 No. 2 (defects of a building) German Civil Code(„Bürgerliches Gesetzbuch“), in the  case of intent, fraudulent concealment of the Defect or non-compliance with guaranteed characteristics  („Beschaffenheitsgarantie“).The legal provisions regarding suspension of the statute of  limitations(„Ablaufhemmung“, „Hemmung“) and recommencement of limitation periods shall be  unaffected.
3. Notifications of Defect by the Purchaser shall be given in written form without undue delay.
4. In the case of notification of a Defect, the Purchaser may withhold payments to an amount that is in a  reasonable proportion to the Defect. The Purchaser, however, may withhold payments only if the subject matter  of the notification of the Defect involved is justified and incontestable. The Purchaser has no right  towith hold payments to the extent that its claim of a Defect is time-barred. Unjustifiednotifications of  Defect shall entitle the Supplier to demand reimbursement of its expenses by the Purchaser.
5. The Supplier shall be given the opportunity to repair or to replace the defective good („Nacherfüllung“)  within a reasonable period of time.
6. If repair or replacement is unsuccessful, the Purchaser is entitled to rescind the contract or reduce the  remuneration; any claims for damages the Purchaser may have according to No. 10 shall be unaffected.
7. There shall be no claims based on Defect in cases of insignificant deviationsfrom the agreed quality, of  only minor impairment of usability, of natural wearand tear, or damage arising after the passing of risk  from faulty or negligenthandling, excessive strain, unsuitable equipment, defective civil works,  inappropriatefoundation soil, or claims based on particular external influences not assumedunder the  contract, or from non-reproducible software errors. Claimsbased on defects attributable to improper  modifications or repair work carried out by the Purchaser or third parties and the consequences thereof  are likewise excluded.
8. The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary  performance, including costs of travel, transport, labor, and material, to the extent that expenses are  increased because the subject matter of the Supplies has subsequently been brought to another location  than the Purchaser’s branch office, unless doing so complies with the normal use of the Supplies.
9. The Purchaser’s right of recourse against the Supplier pursuant to Sec. 478BGB is limited to cases  where the Purchaser has not concluded an agreementwith its customers exceeding the scope of the  statutory provisions governingclaims based on Defects. Moreover, No. 8 above shall apply mutatis  mutandis to the scope of the right of recourse the Purchaser has against the Supplier pursuantto Sec. 478  para. 2 BGB.
10. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent  that a Defect has been fraudulently concealed, the guaranteedcharacteristics are not complied with, in  the case of loss of life, bodily in juryor damage to health, and/or intentionally or grossly negligent breach  of contracton the part of the Supplier. The above provisions do not imply a change in the burden of proof  to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims  provided for in this Article VIII, based on a Defect, are excluded.


Article IX: Industrial Property Rights and Copyrights; Defects in Title
1. Unless otherwise agreed, the Supplier shall provide the Supplies free from thirdparties‘ industrial  property rights and copyrights (hereinafter referred to as „IPR“)with respect to the country of the place  of delivery only. If a third party asserts ajustified claim against the Purchaser based on an infringement  of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier  shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows:
(a) The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with  respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under reasonable conditions,  the Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;
(b) The Supplier’s liability to pay damages is governed by Article XII;
(c) The above obligations of the Supplier shall apply only if the Purchaser (i)immediately notifies the  Supplier of any such claim asserted by the thirdparty in written form, (ii) does not concede the existence  of an infringementand (iii) leaves any protective measures and settlement negotiations to the Supplier’s  discretion. If the Purchaser stops using the Supplies in order toreduce the damage or for other good  reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged  infringement maybe inferred from the fast that the use has been discontinued.
2. Claims of the Purchaser shall be excluded if it is responsible for the infringementof an IPR.
3. Claims of the Purchaser are also excluded if the infringement of the IPR iscaused by specifications  made by the Purchaser, by a type of use not foreseeableby the Supplier or by the Supplies being modified by the Purchaser or beingused together with products not provided by the Supplier.
4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5,  and 9 shall apply mutatis mutandis in the event of an infringementof an IPR.
5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.
6. Any other claims of the Purchaser against the Supplier or its agents or any such claims exceeding the  claims provided for in this Article IX, based on a defect in title, are excluded.


Article X: Conditional Performance
1. The performance of this contract is conditional upon that no hindrances attributableto German, US or  otherwise applicable national, EU or international rules of foreign trade law or any embargos or other  sanctions exist.
2. The Purchaser shall provide any information and Documents required for export, transport and import  purposes.


Article XI: Impossibility of Performance; Adaptation of Contract
1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the  Supplier is not responsible for the impossibility. The Purchaser’s claim for damages is, however, limited to  an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be  putto the intended use. This limitation shall not apply in the case of liability based on intent, gross  negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of  proof to the detriment of the Purchaser. The Purchaser’s right to rescind the contract shall be unaffected.
2. Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic  importance or the contents of the Supplies or considerablyaffect the Supplier’s business, the contract  shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is  not justifiablefor economic reasons, the Supplier shall have the right to rescind the contract. The same  applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise  its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having  realized the repercussionsof the event; this shall also apply even where an extension of the  delivery period has previously been agreed with the Purchaser.


Article XII: Other Claims for Damages
1. Unless otherwise provided for in the present GL, the Purchaser has no claim fordamages based on  whatever legal reason, including infringement of duties arisingin connection with the contract or tort.
2. This does not apply if liability is based on:
(a) the German Product Liability Act („Produkthaftungsgesetz“);
(b) intent;
(c) gross negligence on the part of the owners, legal representatives or executives;
(d) fraud;
(e) failure to comply with a guarantee granted;
(f) negligent injury to life, limb or health; or
(g) negligent breach of a fundamental condition of contract („wesentliche Vertragspflichten“).
However, claims for damages arising from a breach of a fundamental condition of contract shall be limited  to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case  applies.
3. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.


Article XIII: Venue and Applicable law
1. If the Purchaser is a businessman, sole venue for all disputes arising directly or indirectly out of the  contract shall be the Supplier’s place of business. However, the Supplier may also bring an action at the  Purchaser’s place of business.
2. This contract and its interpretation shall be governed by German law, to the exclusion of the United  Nations Convention on contracts for the International Sale of Goods (CISG).


Article XIV: Severability Clause
The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the  remaining provisions. This shall not apply if it would be unreasonablyonerous for one of the parties to be  obligated to continue the contract.
 

inductive componets
cable assembly
module assembly