TERMS

§ 1 Scope

 

1. These AVB apply exclusively to entrepreneurs, legal entities and partnerships. Opposing or deviating conditions of the customer are only recognized if ZENITH COMPONENTS GmbH (hereinafter referred to as ZENITH) expressly agrees to their validity in writing.

2. All deliveries by ZENITH are made exclusively on the basis of these GTS. The General Terms and Conditions also apply to all future transactions with the purchaser, insofar as they are legal transactions of a related nature or those legal transactions that are related to the present one.

 

 

§ 2 Prices and payment

 

1. Unless otherwise agreed, the prices are EXW (INCOTERMS 2010), excluding packaging, freight, postage, customs duties, surcharges, insurance, etc. plus VAT. These costs will be charged separately.

2. Unless prepayment has been agreed individually, payment for deliveries of goods must be made within 30 days of the invoice date without deduction to one of the accounts listed overleaf.

3. In the event of default in payment by the customer, ZENITH reserves the right to assert the actual damage caused by default and shall demand at least the statutory default interest.

4. Except in cases of a fixed price agreement, the parties undertake to agree an appropriate price correction in accordance with the principles of good faith if, in the case of a longer-term contract, order-related costs arise for ZENITH at least four months after the conclusion of the contract for reasons for which ZENITH is not responsible, e.g. due to increased raw material prices or energy costs, demonstrably and significantly (more than 5%) increase or decrease.

5. If the customer is in default of payment or if circumstances become known that give rise to justified doubts about the customer's creditworthiness, facts that were already available at the time the contract was concluded, but ZENITH were not or should not have been known, ZENITH is entitled to continue working on ongoing orders or to cease deliveries and to request advance payments or the provision of securities for outstanding deliveries. After unsuccessful expiry of a reasonable grace period for the provision of such securities, ZENITH is entitled - without prejudice to further legal rights - to withdraw from the contract. The customer is obliged to reimburse ZENITH for all damage caused by non-execution of the contract.

6. Insofar as payment via SEPA direct debit has been agreed and the customer has issued or issued a corresponding SEPA direct debit mandate, the following applies: The upcoming direct debit is usually carried out by ZENITH together with the invoice no later than 1 (one) calendar day before the due date of the direct debit announced in advance (advance information / "prenotification").

 

 

§ 3 Offsetting, right of retention

 

The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by ZENITH. In addition, he is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

 

 

§ 4 Scope of delivery, deviation from the order, procurement risk

 

1. The written order confirmation from ZENITH is decisive for the scope of the delivery. Partial deliveries are noted on the delivery note.

2. If special tools are ordered, ZENITH is entitled to exceed or fall below the order quantity by up to 10%, but at least by two pieces, as is customary in the trade. The actual delivery quantity is calculated.

3. ZENITH assumes no procurement risk for goods to be delivered.

4. Missing freight for which ZENITH is not responsible shall be borne by the customer.

 

 

§ 5 Delivery and performance time

 

1. Binding delivery times must be expressly agreed as such in writing. Other delivery dates that are not expressly agreed as binding are only non-binding or approximate delivery times that ZENITH endeavors to adhere to.

2. Exceptionally binding delivery periods start from the date of the order confirmation by ZENITH, but not before all details of the execution of the delivery have been clarified and all the requirements to be met by the customer have been met. If the customer requests changes after placing the order and ZENITH expressly agrees to the change, a new delivery period begins to run.

3. The day of notification of readiness for dispatch is considered the delivery day. Deliveries before the expiry of the delivery time are permitted.

4. If events of so-called force majeure occur, ZENITH will inform the customer in writing in good time. In this case, the delivery period is extended by the duration of the hindrance. Force majeure includes labor disputes, official interventions, shortages of energy and raw materials, operational hindrances through no fault of its own such as fire, water and machine damage and all other hindrances that, from an objective point of view, were not culpably caused by ZENITH. If a delivery date or a delivery period has been bindingly agreed and if the agreed delivery date or the agreed delivery time is exceeded by more than two months due to various events, the customer is entitled to withdraw from the contract due to the unfulfilled part.

5. In the case of so-called call-off orders, ZENITH can request a binding allocation from two weeks after the order confirmation. If the customer does not comply with this request within these two weeks or if he is in default of acceptance, ZENITH is entitled to set a two-week grace period and, after this period has expired, to withdraw from the contract and to claim damages. In principle, deliveries ordered on call must be accepted within six months of the date of the order confirmation.

6. If ZENITH is responsible for non-compliance with delivery dates that have been agreed to be binding, the buyer is entitled to compensation for the damage that can be proven to be caused by the delay. However, the assertion of damage caused by delay is limited to a maximum of 0.5% of the value of the delayed goods for each full week of delay, but no more than 5% of the value of the delayed goods.

 

 

§ 6 Shipping and transfer of risk

 

1. All deliveries are made EXW (Incoterms 2010). Consequently, the customer is responsible for transport / shipping. This means that the risk of accidental loss or accidental deterioration is transferred to the customer when the goods are handed over to the carrier / the companies otherwise assigned to carry out the shipment.

2. Likewise, the risk of accidental loss / accidental deterioration is transferred to the purchaser upon dispatch to the purchaser / leaving the factory / warehouse if the goods are sent to the purchaser by ZENITH at the request of the purchaser. ZENITH reserves the right to choose the route and means of transport. ZENITH is entitled, but not obliged, to insure deliveries in the name and for the account of the customer.

3. If ZENITH retains the delivery to the customer in accordance with § 2 (6) due to default in payment or acceptance or for any other reason for which the customer is responsible, the risk of accidental loss / accidental deterioration shall also pass to the customer at the latest with notification of readiness for dispatch. If the customer defaults on acceptance, ZENITH is also entitled, but not obliged, to store the goods at the customer's expense and risk.

4. Goods reported as ready for dispatch must be called up immediately. Otherwise, ZENITH is entitled to choose to either ship them or to store them at the expense and risk of the customer.

5. If products are only available in a specific packaging unit, ZENITH reserves the right to round up to the next higher quantity in the packaging unit or to charge a surcharge of 10%.

6. If acceptance is planned or agreed, this takes place in accordance with more detailed agreements in the delivery plant immediately after notification of readiness for dispatch. The customer bears the costs of acceptance. If the acceptance does not take place despite a reasonable deadline, or if the customer waives it, ZENITH is entitled to send the goods without acceptance or to store them at the customer's expense and risk.

 

 

§ 7 Liability for Defects, Compensation for Damages

 

1. The warranty period is 12 months from the transfer of risk. In contrast, the statutory deadline applies to claims due to injury to life, body or health. Wear parts are excluded from the guarantee. Unless an individual agreement has been made, ZENITH does not assume any quality guarantees. The implementation of measures asserted within the framework of the guarantee does not in any way constitute an acknowledgment.

2. Returns that are not based on a defect in the purchased item are not permitted. If, on the basis of an express written agreement, a return is exceptionally permitted, a credit will only be issued with a deduction of at least 25% of the purchase price. All costs of the return delivery are borne by the customer.

3. The legal obligation to immediately report defects in the delivered goods is only met if the complaint is made within eight calendar days of delivery in the case of obvious defects or eight calendar days after the discovery of hidden defects. The written form is agreed as a formal requirement for the complaint.

 

 

§ 8 Limitation of Liability

 

1. The liability of ZENITH for slightly negligent breaches of duty that do not represent a breach of cardinal obligations is excluded. In the case of slightly negligent breaches of duty, the liability of ZENITH and its vicarious agents is limited to compensation for the foreseeable, typical direct damage. Sentences 1 and 2 do not apply in the event of injury to life, body or health or in the case of guarantees granted in exceptional cases.

2. Cardinal or essential contractual obligations are those obligations that protect essential contractual positions of the customer, which the contract has to grant him according to its content and purpose. Also essential are those contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer regularly trusts and can rely.

3. Product liability remains unaffected.

4. Liability claims as well as other contractual claims due to a defect expire one year after the transfer of risk or after the statutory start of the limitation period if this occurs later. This does not apply to claims due to injury to life, body or health.

 

 

§ 9 Packaging, Pallets

 

If ZENITH makes the ordered goods available to the customer on Euro pallets and / or other reusable packaging, and if the immediate exchange or immediate return or return does not take place within 7 calendar days of delivery to the customer, ZENITH is entitled to use the Pallets / packaging to be charged according to the current price list.

 

 

§ 10 Retention of title

 

1. ZENITH retains ownership of the delivered goods until all claims against the customer arising from the business relationship have been met in full (current account reservation). Editing / processing or transformation always takes place in the name of and on behalf of, but without obligation of ZENITH and without the property being lost.

2. The parties agree that the retention of title also applies as an extended one. The customer is entitled to sell the goods in the normal course of business. Any other dispositions are prohibited, in particular the agreement of assignment bans with customers who could destroy ZENITH's property is prohibited.

3. All claims to which the purchaser is entitled from the use of the reserved goods are now assigned to ZENITH. If the goods are sold with third-party objects or used as material, the assignment only includes the share of the revenue corresponding to the co-ownership share.

4. The right to resell the item no longer applies if the customer stops paying or is in default of payment. In this case, ZENITH is entitled to disclose the assignment and to collect the claim itself.

5. The customer is only entitled to collect assigned claims in the ordinary course of business. Access by third parties to the reserved goods must be reported immediately and the costs of any interventions must be borne. The customer has to adequately insure the goods at his own expense, in particular against theft, water, breakage, fire and other damage at replacement value. He has to treat the reserved goods with care, in particular to observe the maintenance and usage instructions provided.

6. ZENITH undertakes to release the securities at the request of the customer to the extent that the realizable value of the security exceeds the claim to be secured by more than 20%. The selection of the securities to be released is incumbent on ZENITH.

 

 

§ 11 Exemption Clause

 

1. The customer undertakes to comply with the statutory export restrictions and other provisions, in particular the War Weapons Control Act and the Export Act, as well as international trade restrictions, boycotts and UN sanctions in the event of an intended resale of purchased items from ZENITH.

2. If the purchased item is resold, the customer releases ZENITH from all fines and administrative fines as well as other penalties permitted under the aforementioned laws due to the breach of the obligations incumbent on him under Paragraph 1.

 

 

§ 12 Applicable law, place of jurisdiction and place of performance

 

1. German law applies exclusively to the exclusion of the UN sales law.

2. The place of performance is the headquarters of ZENITH in Boeblingen - Germany. The place of jurisdiction is Stuttgart.

 

 

§ 13 Severability Clause

 

Should individual provisions of these GTC be or become invalid or void, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with a provision that comes as close as possible to its economic objective.