General Terms and Conditions (GTC)
General Terms of Delivery and Payment for Entrepreneurs – Mandatory Legal Information
1.1 For all – including future – deliveries and services ordered via the Internet site www.distrelec.de
(hereinafter referred to simply as Deliveries) from
Distrelec GmbH, Lise-Meitner-Str. 4, 28359 Bremen
Commercial Register Bremen HRB 22748
Director: Michael Jakal
by the customers stated in Section 1.2, the following General Terms of Delivery and Payment (hereinafter referred to as GTCs) shall exclusively apply, unless an alternative arrangement has been agreed upon. Our customers' Terms and Conditions do not become a part of this contract, even if we do not expressly reject the reference to such terms.
1.2 These GTCs only apply to entrepreneurs within the meaning of §14 BGB (German Civil Code), to legal entities governed by public law, and special entities under public law (hereinafter referred to as Customers).
2. Basic provisions
2.1 The object of the contract is the sale of goods. The details, in particular the essential properties of the goods, are stated in the item description and in the additional information provided on our Internet site www.distrelec.de.
2.2 The language of the contract is German.
2.3 The customer can save the text of the sales contract from the website in a reproducible form and print it out, i.e. all the contractual data including these GTCs, before sending the order. We do not save this text of the sales contract on our internal systems. Before sending the order using the online shopping basket system, the contractual data can be printed out via the print function of the browser, and saved in electronic form. After the order has been placed and completed, the order data are no longer accessible via the Internet, for reasons of security. The GTCs are available on our website for viewing, printing out and downloading, and will also be sent by email to the customer along with the confirmation of the contract.
3. Concluding the contract, offer documents
3.1 The presentation of the products in our online shop does not constitute any kind of legally binding contractual offer, but merely an invitation for the customer to place an order.
3.2 The customer can place a purchase offer (order) using the online shopping basket system. To do this the items intended for purchase are placed in the "Shopping Basket". The customer can call up the "Shopping Basket" via the corresponding tab on the navigation bar and make changes to it at any time. After calling up the "Checkout" page, and entering the personal details as well as the form of payment and shipping, all the order data is then displayed once more in the order summary at the end of the ordering procedure. Before sending off the order, the customer has the opportunity to inspect all the details here again, and make changes to them (this is also possible via the "Back" button of the Internet browser) or cancel the purchase. By sending off the order using the button "Order with obligation to pay" at the end of the ordering procedure, the customer makes a legally binding contractual offer to us.
3.3 We promptly confirm our receipt of the order by sending an email to the customer (initial confirmation that order was placed). This initial confirmation that the order was placed does not constitute any kind of acceptance of the offer of the customer, but merely serves to notify that the order has been received by us.
3.4 The customer shall be bound to the order for the period of seven (7) days from the time the order is sent off. We can accept the offer by issuing our final order confirmation or by supplying the goods. Should we not make such a statement of acceptance within this period, this means we have refused to conclude the contract.
3.5 Our staff are obliged to confirm in writing any oral additional agreements or assurances that go beyond the content of the written contract or that alter these GTCs to our disadvantage.
3.6 We shall retain all the ownership rights and copyrights in images, drawings and other documents.
4. Prices and costs
4.1 The prices stated on our product pages are "Net from place of dispatch", i.e. they include packing but do not include the applicable VAT, shipping and insurance costs. Unless stated otherwise the prices are per unit/item. Graduated prices are per type, value and colour, unless stated otherwise. The prices for discontinued models only apply to the quantity available while stocks last.
4.2 In cases where the delivery time is more than 2 months, we reserve the right to increase the agreed prices as necessary to cover any general increase in prices that lies outside our control (such as exchange rate fluctuations, changes to customs duties, significant changes in the costs of materials, energy or resources), after duly informing the customer in good time and before executing the delivery of the goods. Should such a price increase be more than 5%, the customer shall have the right to cancel the contract within two weeks from the time of receiving the notification about the price increase. We provide assurance that the prices will be reduced if external costs (such as customs duties) are reduced or no longer apply.
4.3 Besides the regular shipping we offer various options for express deliveries and for pickup by the customer. Details about the currently available types of shipping and shipping costs can be found on the Internet at www.distrelec.de, or will be sent on request.
4.4 Packaging costs are generally not invoiced. In case of extravagant packaging it will be appropiate to seperarately claim the cost of packaging..
4.5 Basically the packing costs are not charged for separately. In the case of complicated packaging, we have the right to charge separately for the packing costs.
4.6 For deliveries sent to locations outside the Federal Republic of Germany, the customer shall bear all the additional costs such as bank fees, costs for any documents required, any customs duties etc.
5.1 On principle, for new customers payment is only by PayPal, credit card, Giro pay or direct debit, whichever the customer chooses.
5.2 For customers who already have a business relationship with us, we deliver on account by sending an invoice, provided the customer is creditworthy.
5.3 For orders by customers whose business is based abroad, or when there is reason to expect some risk that the customer may fail to pay, we always reserve the right to send the goods only after receiving the purchase price plus shipping costs or against credit card or PayPal.
5.4 Invoices are payable within 14 days from receipt of the invoice, without deductions. Any special terms, in particular a cash discount, shall require a separate agreement. Payments shall be made into our bank account free of transaction charges. Payments are only deemed to have been made when we are able to freely dispose of them at our bank.
5.5 If the customer is late in paying, we shall charge interest on arrears at the level of 8 percent over the basic rate of interest, but in any case at least 10%.
5.6 The customer shall only have the right to set-off or to withhold payments if his counterclaims are validly established, uncontested, or acknowledged by us.
6.1 Unless an alternative agreement has been made, we only ship to Germany, the Netherlands, Belgium and Luxembourg. We point out here that we work in cooperation with partner companies in many different countries from which one can order our products.
6.2 The details we provide about the availability of the goods are based on our regularly updated goods management system. Errors excepted, nonetheless.
6.3 We shall endeavour to deliver the goods promptly. Our standard service is designed so that when an order reaches us by 17.00, the goods that are in stock will normally be handed over to our shipping company on the same day, and for deliveries within the Federal Republic of Germany they will usually be delivered by 16.00 on the next working day. We cannot provide any guarantee for this, however. For goods that are not in stock the expected delivery time will be indicated. Such dates are, however, only approximate, unless another arrangement has been explicitly made in writing. Additionally, we offer our customers various options for express deliveries and also the option of pickup by the customer. The details about these options can be found on the information pages of our online shop.
6.4 The delivery periods start from when the order confirmation is received, but not before all the details of execution of the order and technical questions are settled, and not before any agreed down-payment, payment in advance or payment security has been received. The delivery deadline is met if the goods are made ready for shipping before the deadline expires.
6.5 Our obligation to deliver the goods is subject to the proviso that we receive the goods from our own supplier duly and on time, unless such an incorrect or late delivery from our own supplier is our own fault.
6.6 Events that are unforeseen, unavoidable, or beyond our control (e.g. operational disruptions due to force majeure, strikes or lock-outs, difficulties in procuring materials or power, transport delays, lack of staff, power or raw materials, government measures, and difficulties in obtaining permits, in particular import or export licences) shall extend the set delivery period by the duration of the disruption and its effects. This also applies if the obstacles occur for our upstream suppliers, or during an existing delay. If the obstruction is not merely temporary, both parties shall be entitled to withdraw from the contract. Claims for damages shall be excluded in the cases stated in section 6.6.
6.7 It is permitted, within reasonable limits, to ship out the order in a set of partial deliveries and partial invoices. Such invoices for parts of the order shall be settled under our payment terms.
6.8 In the event of a late delivery, in the case of minor negligence our liability shall be limited to 0.5% per commenced week of the delay, but only up to a max. 5% of the invoice amount for the part of the delivery affected by the delay. This does not affect the right to claim damages in lieu of performance as stated in section 11. The customer shall notify us of any contractual penalties that apply to his own customers, by not later than the date when the contract is concluded.
7. Shipping prescriptions, transfer of risk, packing, instructions about batteries
7.1 The delivery shall be carried out by capable parcel services selected by us. At our discretion, fragile or high-value items may be sent by special express rail.
7.2 The taking out of transport insurance requires a separate agreement, and shall be charged to the customer at cost.
7.3 Our deliveries shall be EXW from our distributing warehouse (Incoterms® 2010), even if we have taken on other services, e.g. paying the shipping costs.
7.4 The acceptance and disposal of returned packaging, that is used by private end consumers in Germany within the meaning of the Ordinance on Packaging (VerpackV), is free because we participate in a disposal system that complies with §6 VerpackV. For our packaging that is used in Germany but not by private end-consumers within the meaning of the Ordinance on Packaging (VerpackV), we will accept such returned packaging at our business premises during normal business hours at the expense of the customer. The packaging must be returned clean, free of extraneous materials and sorted by type. By arrangement with the customer, transport packaging that is returned during a set of recurring deliveries may also be accepted back when one of the next deliveries is made, and also by exchanging it for other transport packaging of an equal value.
7.5 Concerning the distribution of batteries and the supply of devices that contain batteries, Distrelec GmbH as vendor is legally obliged to notify you of the following: - The end-user is legally obliged to return used batteries. Used batteries that Distrelec GmbH lists, or used to list, as new batteries in its range of products, may be returned free of charge to the shipping address of Distrelec GmbH. - The symbols shown on the battery have the following meaning: The symbol with a crossed-out waste container indicates that the battery must not be disposed of in the normal domestic waste.
Pb = battery contains more than 0.004 percent by weight lead
Cd = battery contains more than 0.002 percent by weight cadmium
Hg = battery contains more than 0.0005 percent by weight mercury
8. Export control, bans on export, embargo regulations
Products supplied by us are intended to be used and kept in the country of delivery agreed with the customer. Especially in the case of technical products, hardware and computer software, certain items may be subject to embargo regulations and their export from the country of delivery may be banned or require a permit. Additionally, we may be contractually obliged to comply with bans on export. The customer shall be responsible to see that these regulations are complied with, at his own expense, right through to the end consumer. In particular, it is the customer's responsibility to find out about the applicable export and import regulations in each case (for example at the German Federal Office of Economics and Export Control, and at the US Department of Commerce, Office of Export Administration), and to comply with these regulations as well as any bans on export that we have declared, and to obtain the required permits himself. We expressly point out to the customer that we are not obliged to inform him about any bans on export. If we do refer to such bans, this shall not release the customer from his own duty to make inquiries and obtain the information.
9. Product details, manufacturer's licensing terms, manufacturer's guarantee
9.1 The size, weight and technical details stated in our catalogue, and the texts and images, are only intended to provide a general indication. These are subject to deviations from the particulars stated and construction modifications, in particular in form, colour and/or weight, within reasonable limits. The same applies to the details on data sheets on the online media. In case of doubt, the latest data sheets of the product manufacturer shall be the definitive documents.
9.2 All the product details in our catalogue are based on the information provided by the respective manufacturers.
9.3 Details provided about product properties do not represent any warranty by Distrelec GmbH, but merely serve as descriptions of the product. A warranty is only provided by Distrelec GmbH when this is expressly agreed in writing. If the manufacturer has provided a guarantee for a product, the terms of that manufacturer's guarantee shall apply. We point out that the only claims that may result from such a manufacturer's guarantee are those against the manufacturer directly, not against us.
9.4 For various products (e.g. for software) the manufacturer may have licensing terms that apply in addition to these GTCs. We draw your attention to the fact that a breach of such licensing terms may result in claims for damages.
10. Liability for defects
10.1 A violation of the rights of third parties shall only constitute a defect if these property rights exist in the Federal Republic of Germany.
10.2 Material defects that are detectable on proper inspection (obvious defects) should be reported to us immediately in writing, not later than 8 working days after the item was received. For concealed material defects, the deadline period for reporting them starts from the time when the defect was discovered.
10.3 Damage to the transport packaging and obvious damage caused during shipping should be promptly reported to the transport person as well, and he should be asked to confirm it.
10.4 In the case of justified complaints, we shall decide whether to first repair the item, or provide an item that is free of defects (subsequent performance). Should the subsequent performance fail, the customer may, after an appropriate extended deadline has passed without success, ask for a reduction in the price or – if there are serious defects – withdraw from the contract and ask for compensation in lieu of performance in accordance with section 11.
10.5 We shall not bear the costs that are incurred for the purpose of subsequent performance because the purchased item, after being delivered, was relocated to another place than the customer's place of business, unless such relocation is in keeping with its intended use.
10.6 For the return of goods within the context of liability for defects, instructions about returns stated in section 12.3 of these Terms and Conditions should be complied with where possible, so as to ensure an easier processing. If the customer is entitled to return an item because of a defect, we shall immediately refund the cost of the return shipping.
10.7 The limitation period for reporting defects is 12 months from the passing of risk, unless we are liable for bodily injury, or have violated our duties wilfully or by gross negligence, or have fraudulently failed to disclose the defects; or we have provided a warranty that extends beyond this period; or the law prescribes a longer time limit.
11. General liability
11.1 We assume unconditional liability for grossly negligent or wilful behaviour on our part, or by our legal representatives and/or by the persons we use to fulfil our obligations, to the extent provided for by the law.
11.2 The same applies to liability in the case of damages due to injury to life, the body or health, and to liability under the product liability law. Where a guarantee is expressly provided by us, we shall be liable to the extent of that guarantee.
11.3 If none of the cases indicated in Section 11.2 apply, we assume liability for damage caused by minor negligence only to the extent that the damage results from the breach of duties that form a significant part of the contract (material contractual obligations). Material contractual obligations are those contractual duties which have to be fulfilled for the orderly execution of the contract to be at all possible, and the contractual partner should be able to rely on having them fulfilled.
11.4 If it is a case of a breach of material contractual obligations within the meaning of 11.3 due to minor negligence, then our liability is limited to the typical, predictable damages that are usual for such a contract.
11.5 The above clauses of this section 11 apply mutatis mutandis to a restriction of the obligation to reimburse futile expenses (§ 284 BGB).
11.6 If none of the cases indicated in section 11.2 apply, claims for damages shall expire one year after the customer learns of the damage and our duty of compensation, or would have learned of it if he were not grossly negligent.
11.7 Where our liability is excluded or limited under the above clauses of this section 11, the same also applies to the personal liability of our legal representatives, employees and other persons we use to fulfil our obligations.
12. We voluntarily grant our customers the right to return the goods, while observing the following provisions:
12.1 We shall take the supplied goods back without the customer having to state any reasons, if the customer sends the goods back within 30 days from the invoice date at his own expense. The goods must not show any signs of use and must be returned in the original sales packaging. It is not necessary to return the outer or transport packaging. Any sums that have already been paid shall be promptly reimbursed after the returned goods have been received.
12.2 The right to return goods does not include the following products: - licences, - consumables (such as batteries/rechargeable batteries, lamps, semiconductors, labels, printer ribbons, toner cartridges), if the original packaging has been opened, - software and other data carriers, if the seal has been removed, - books and magazines, if the protective wrapping has been opened, - assembled components, cut-to-length cables, custom-made items, and any products specially made to order for the customer ("Serviceplus!").
12.3 Returns can only be accepted if an RMA number is indicated on the return package. The customer can obtain the RMA No. by telephone, fax or email. Returns sent with carriage unpaid will not be accepted.
13. Reservation of title
13.1 The supplied goods shall remain our property until all the claims that we have against the customer, or that arise from the existing business relationship, have been settled. If the customer has a current account with us, the retention of title extends to the acknowledged balance.
13.2 The retention of title shall be extended according to the following provisions: Any processing or transformation is deemed to be effected on our behalf as the manufacturer, however without any liability on our part. If the goods subject to retention of title ("Retained goods") are processed, combined or mixed with goods that are not in our possession, then we shall acquire joint ownership of the products produced in this way, according to the ratio of the value of the item for sale (gross invoice value) to the value of the other processed objects at the time when the processing is carried out. If the retained goods are combined or mixed with a main item that is owned by the customer, then it is already now agreed in advance that the customer's ownership of the object as a whole passes to us in proportion to the value of the respective portion. The customer shall maintain our co-ownership at no cost to us.
13.3 The customer is entitled to process or sell the retained goods as part of the normal business operation, provided he is not in arrears with payment. Pledging or transfer by way of security are not allowed. For security, the customer already now assigns to us in full the claims, resulting from resale or for any other legal reason, concerning the retained goods. If we are only the joint owners of the goods sold, the customer shall assign to us the claim in the amount of the invoice value of the supplied goods. We authorise the customer to collect the claims assigned to us, for his account and in his own name. Should the customer fail to meet his contractual obligations, in particular if he falls into arrears, we shall be entitled to revoke such authorisation to collect. On our request, the customer must disclose to his own customers the said transfer of claims, and provide us with all the needed information and documents.
13.4 The customer shall immediately notify us if he learns of any appropriation by third parties of the retained goods. The customer shall bear the costs that are incurred in order to have the appropriation reversed, in particular by filing third party proceedings, unless they can be recuperated by the prosecuting creditor.
13.5 Our acceptance of returned goods, or our seizure of the retained goods, shall not be taken to mean that we are withdrawing from the contract. The customer shall bear the costs of returning the goods. We are entitled to freely dispose of the returned retained goods, after issuing a warning.
13.6 The customer is obliged to handle the retained goods with care and to maintain them; in particular he is obliged to insure them at his own expense against loss or damage, taking out adequate cover for their actual replacement value. The insurance policy and evidence that the premiums have been paid shall be shown to us on request. The customer shall already now assign any claims from this insurance contract to us, but this only applies until the transfer of title to the customer takes place.
13.7 If the value of the securities exceeds that of our claims by more than 10 %, we may decide to release our securities to this extent at the customer's request.
14. Data protection
We only use the data provided by the customer such as name, address, telephone number, fax number and email address, for the purpose of processing the order and the other contractual relations with the customer. The data is not passed on to third parties. Our data protection policy complies with the German Federal Data Protection Act (BDSG) and the German Telemedia Act (TMG). More details are provided in our data protection statement.
15. Place of performance, place of jurisdiction and applicable law
15.1 Place of performance for all services deriving from this supply agreement is Bremen.
15.2 Place of jurisdiction for any disputes resulting directly or indirectly from the contractual relationship is Bremen, if the customer is a business-person. We are, however, also entitled to pursue claims at the business location of the customer.
15.3 German law applies. The application of the UN Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.
15.4 Should one of the clauses of these Terms and Conditions, or a clause under other agreements, be or become invalid, this shall not affect all the remaining clauses or agreements.