General Terms and Conditions (PDF)
I. General – Oral Additional Agreements – Offers
1. Any of our deliveries and services are subject to the following General Terms and
Conditions exclusively. We do not accept conflicting, differing and/or terms and conditions
not contained in our General Terms and Conditions unless expressly agreed upon in
writing. This also applies in case we unreservedly perform deliveries of products and
services with knowledge of conflicting, differing conditions or conditions not contained in
our General Terms and Conditions.
2. Our General Terms and Conditions shall only apply to entrepreneurs as defined in § 14
German Civil Code (hereinafter referred to as „BGB“).
3. Our sales personnel are not authorized to make oral additional agreements.
4. Unless otherwise expressly agreed upon, our offers for price and performance are not
binding. The order does not become binding for us until we confirm it in writing or tacitly
accept it by performance or issuance of an invoice.
5. Illustrations, drawings, calculations and other product-, application- or project-related
documents which contain valuable know-how or valuable information remain our sole
property and are subject to our copyright even if handed over to you; they may not be
reproduced or made available to third parties without our prior written consent.
II. Delivery – Date of Delivery – Extension of the Delivery Period – Part Performance
1. Unless otherwise expressly agreed upon, the agreed dates for performance are not fixed
deadlines (§ 323 Para. 2 No. 2 BGB, § 376 German Commercial Code (hereinafter referred
to as „HGB“).
2. The delivery period respectively the period for service does not commence until all details
are clarified and both parties have agreed on all the conditions of business. The pre-
requisites for adherence to delivery periods respectively to periods for service are:
– All documents which are to be provided by you have reached us on time;
– All approvals and releases which are to be provided by you have been issued on time;
– Your contractual obligations, particularly your payment obligations, have been met in
full.
3. Unless otherwise expressly agreed upon, the delivery period is considered to have been
met if the operational shipment has left our plant within the agreed delivery period.
4. The delivery period shall be reasonably extended if
– the failure to comply with the delivery period is due to force majeure, i.e. an un-
foreseen event on which we have no influence and which we are not responsible for
(e.g. official actions and orders (irrespective if they are valid or invalid), fires, floods,
storms, explosions or other natural disasters, disturbances of operation, labour disputes,
strikes, lockouts). This shall also apply if force majeure occurs during an undue delay
in delivery and if a supplier of us is affected by force majeure;
– necessary approvals or documentation from third parties which are to be provided by
you are not presented in time;
– subsequent changes to the order are made by you;
– the necessary specifications are not made known by you in time.
5. Deliveries and services may be made in instalments insofar as you can be reasonably
expected to accept this. In such a case we are also entitled to invoice such instalments
separately.
6. In case the delivery is delayed at your request or due to circumstances for which you are
responsible, we are upon demonstration of readiness to ship entitled to charge you the
costs resulting from storage but not less than 0.5 % of the invoice amount for each week
commenced, but in maximum 10 % of the invoice amount. Both parties may prove that
greater, lower or no storage costs have resulted. The statutory rights to withdraw from
the contract and to claim damages remain unaffected thereby.
III. Force Majeure – Cancellation – Failure of Supplier
1. If it is impossible for us to fulfil the performance within an appropriate period of time due
to force majeure (cf. Section II.4), both parties are entitled to withdraw in full or in part
from the contract. The same applies to subsequent impossibility of performance of contract
which we are not responsible for. No damages may be claimed for such a withdrawal.
If one party intends to withdraw from the contract due to the aforementioned reasons it
must inform the other party without delay.
2. We are released from our performance obligation if we ourselves are not supplied in time
with the correct goods needed to fulfil the contract without any fault on our part.
IV. Retention of Title
1. We reserve title to all the purchased goods until complete payment of all claims to us
which result from the business connection. This also applies in case the payment for
certain performances indicated by you has been made. If the retention of title is linked
to special prerequisites or forms in your country you are required to notify us accordingly
and to ensure fulfilment at your expense.
2. Linkage, blending or processing of the goods shall take place on behalf of us as the
manufacturer, but without any obligation for us. If (joint) title is terminated due to linkage,
blending or processing, it is already now agreed that we shall acquire joint title to the new
item in proportion to the value of the item supplied by us compared with the other goods
at the time of linkage, blending or processing. You have to store the items of which we
have (joint) title for us at no charge to ourselves.
3. Resellers are permitted resale of the goods in the course of ordinary business unless
revoked. We may revoke this right of resale if (a) you stop payment, (b) you are in delay
of payment, or (c) if there are indications for deterioration of property or other facts after
conclusion of contract are given that corroborate the belief that our claim is endangered
due to a lack of performance. For goods in which we have (joint) title, you hereby assign
to us by way of security all claims arising from resale of the items delivered to third parties
or from any other cause in law in the sum of the invoice value of the corresponding item.
On demand you are obliged to provide us with written declarations of assignment. You
are revocable authorized to collect the assigned claims against the third party in the
course of ordinary business in your name. This collection authorization may be revoked
by the same reasons as the right of resale.
4. Pledges and transfers by way of security are not permitted. You must inform us without
delay of any attachment of property, distraint or any other disposals or interferences by
third parties.
5. We undertake at our discretion to release the collateral that we hold upon your request
insofar as the value thereof exceeds the claim to be secured by more than 20 %.
V. Passing of Risk – Incoterms – Transport Insurance
1. Unless otherwise expressly agreed upon, the delivery will take place „ex works“
(Incoterms 2010) regarding that place indicated in our offer or in our acceptance or
if in our offer or our acceptance no place is indicated „ex works“ Neuhausen, Germany.
2. Unless otherwise expressly agreed upon, the risk of accidental destruction or accidental
deterioration of the products passes on to you as soon as the products have been
handed over to the person executing the transport, at the latest when the products
leave our distribution centre. This also applies if we have to handle with the delivery.
If shipment is delayed for reasons you are responsible for, the risk of accidental destruction
or accidental deterioration of the products shall pass on to you upon the information that
the products are ready for delivery.
3. If internationally customary shipping and risk bearing clauses are used in the contract,
these are to be interpreted according to the international Rules for Interpretation of Trade
Terms (Incoterms 2010).
4. We will provide transport insurance only upon agreement and at your expense.
VI. Warranty Claims – Complaint Obligations
1. Unless otherwise expressly agreed upon, quality and usability are regulated exclusively
and exhaustively in the technical data sheet or in the instruction manual referring to the
respective product.
2. We are in agreement that in case of a claim for supplementary performance (subsequent
improvement or additional delivery) the most cost-effective alternative shall be chosen,
provided that this alternative is not to your detriment.
3. Complaints due to incomplete or incorrect delivery must be made to us in written form
immediately but not later than within one week following delivery (apparent defects) or
discovery of the defect. Otherwise the assertion of warranty claims is excluded.
4. We do not agree with any restriction of your statutory requirements regarding inspection
and complaint of goods receivable (including without limitation according to § 377 HGB.
5. Warranty claims pertaining to products which are non-wearing (inductive sensors,
industrial RFID-systems, magnetic field sensors, capacitive sensors and magneto-
inductive position sensors) are subject to a limitation period of 24 months following
transfer of risk. Warranty claims pertaining to products subject to wear (optoelectronic
sensors, micropulse transducers, mechanical sensors, remote sensors (inductive coupler),
bus systems, magnetic linear encoder systems and accessories) are subject to a limitation
period of 12 months following transfer of risk. The aforementioned provisions shall not
apply in cases where §§ 438 Para 1 No. 2, 438 Para 3, 479 Para 1 and 634a BGB
prescribe longer limitation periods.
6. If a certain number of operations or switching cycles is agreed for a product this agreement
is only valid until the limitation periods described in Section VI.5 above are expired.
If the agreed number of operations or switching cycles of a product is reached prior to
the expiration of the limitation periods described in Section VI.5 above all claims resulting
from such an agreement cease with immediate effect. The agreement of a certain number
of operations or switching cycles is only valid if the product is used under the environmental
conditions described in the appropriate technical data sheet or in the appropriate instruction
manual.
7. Warranty claims are excluded among other things in cases of:
– failure of inspection and complaint of goods receivable as described in Section VI.3 and
VI.4 above;
– subsequent, unauthorized modification to the product unless there is evidence that the
defect was not a result of such a modification.
– defects which occur due to normal wear, improper usage or improper storage.
8. Compensation for damages may only be required in accordance with Section VIII.
VII. Industrial Property Rights and Copyrights – Defects of Title
1. Unless otherwise expressly agreed upon, we are obliged to fulfil the performances
free of industrial property rights and copyrights (hereinafter referred to as „protective
rights“) only in the country of the place of performance. Insofar as a third party raises any
justified claims against you due to infringement of protective rights through performances
supplied by us and used in conformity with the contract, we shall be liable to you within
the period defined in Section VI.5 as follows:
2. We will at our discretion and at our expense (a) either acquire the rights of use for the
performances in question, (b) alter them in such a manner that protective rights are not
infringed, or (c) exchange them. Should this not be possible for us at suitable conditions,
you are entitled to withdraw from the contract or obtain a reduction in the price as provided
for by law. Compensation for damages may only be required in accordance with Section
VIII.
3. The above-mentioned obligations exist only insofar as you inform us in writing immediately
concerning the third party claims asserted, do not recognize any infringement and all
defensive measures and settlement proceedings remain reserved to us.
4. Your claims are excluded insofar as you are solely responsible for the infringement of the
protective rights.
5. Your claims are also excluded insofar as the infringement of protective rights is due to
your special instructions or due to any use not to be foreseen by us or has been caused
by the goods being altered by you without authorization.
6. Claims against us or our vicarious agents due to deficiencies in title over and above or
other than those governed in this Section VII are excluded.
7. In the case that in connection with the fulfilment of the contractual obligations a result will
be generated that will able as protective right all protective rights regarding this result will
belong solely to us unless you were significantly involved in the generation of the result.
In such a case or in all other cases a result able as protective right will be generated
conclusively we agree that we will receive at least a royalty-free, non-exclusive, right to
use the result, unrestricted in terms of time, location and content.
VIII. Liability
1. We are only liable for any damage claims and reimbursement of needless expenditures
- in accordance with § 284 BGB - (hereinafter referred to as „damages“) made by you
caused by deficiencies of delivery or performance or caused by violation of other
contractual or non-contractual obligations, in particular caused by tort, due to wilful intent
or gross negligence. Excluded from this limitation shall be those damages that are based
on injury to life, limb or health, on the assumption of a guarantee (according to § 443
BGB) or of a procurement risk, the violation of material contractual obligations as well
as on liability according to the Produkthaftungsgesetz (German Product Liability Law).
2. Damages caused by the violation of material contractual obligations are limited to such
damages that must have been foreseeable by us at the time of conclusion of contract as
typical damages (hereinafter referred to as „ typical damages“) provided that the liability
is not due to wilful intent or gross negligence and not based on injury to life, limb or health,
on the assumption of a guarantee or of a procurement risk.
3. Typical Damages in the meaning of Section VIII.2 are:
a) in each case: in maximum damages in the amount of the purchase price of the contract
affected
b) per year: in maximum damages in the amount of the turnover you have purchased
products from us in the preceding calendar year. In the first contract year in maximum
damages in the amount of the turnover you have purchased products from us until the
occurrence of the event of damage.
In any case typical damages in the meaning of Section VIII.2 are not any indirect damages
(e.g. recovery for loss of profit, damages resulting from interruption of business).
4. Irrespective of Section VIII.3 the amount of damages to be paid by us to you shall be
determined by having, adequately in favour of us, due regard to our economic situation,
nature, scope, and duration of the business relationship, possible causative or responsible
contributions by you according to § 254 BGB and a particularly disadvantageous
situation of installation of the part supplied. Especially damages, cost and expenditures
which shall be paid by us to you have to be in an appropriate relationship to the value of
the products being delivered.
5. All limitations of liability shall apply to the same extent to vicarious agents.
6. A change in the burden of proof to your disadvantage is not associated with the provisions
in this Section VIII.
7. Material contractual obligations pursuant to Section VIII.1 and VIII.2 are all obligations
whose fulfilment the proper performance of the contract makes possible in the first place
and on whose compliance you regularly may trust.
IX. Prices – Price Increases
Our prices are net prices. They are “ex works”. Packing, shipping and insurance shall be
billed separately unless otherwise expressly agreed.
X. Payment Terms – Set-off – Securities – Assignment1. Unless otherwise expressly agreed, payment terms are 30 days net of invoice date – but
not before the goods are received.
2. You may only set off your claims to the extent that your claims are recognized by us, are
undisputed or have been legally determined.
3. If your financial situation deteriorates after conclusion of the contract or if through no fault
of our own we become aware of an already existing poor financial situation only after
the contract is concluded, we may demand corresponding adequate securities for our
services and/or revoke any payment terms granted, even for other obligations. If you do
not present the adequate securities requested by us within a reasonable time, we may
withdraw from the contract. Already existing claims from services provided or due to
default remain unaffected.
4. The assignment of claims from this contractual relationship is permitted only with our prior
written consent. There exists no claim for granting of such approval. § 354a HGB remains
unaffected.
XI. Place of Fulfilment – Place of Jurisdiction – Applicable Law
1. Place of fulfilment for all duties resulting from the contractual relationship is Neuhausen
a.d.F., Germany.
2. It is agreed that (a) place of jurisdiction for legal actions falling within the jurisdiction as
regards the subject matter of the Amtsgerichte (local courts) shall be the Amtsgericht
Stuttgart, Germany and (b) place of jurisdiction for legal actions falling within the
jurisdiction as regards the subject matter of the Landgerichte (regional courts) shall be the
Landgericht Stuttgart, Germany. We are also entitled to start a legal action at your domicile.
3. Substantive German law shall apply exclusively without giving effect to its conflict of laws
principles.
Additional Conditions regarding Software
When we provide you as a part of or in connection with our deliveries and services with
software (hereinafter referred to as “Software”) for usage - against payment or without
charge - the following conditions will apply additionally. In the event that the conditions
above and the following conditions should contradict themselves regarding Software the
following condition shall prevail.
XII. Rights of Use
1. We grant you the non-exclusive right of intended use of the Software. The intended use
is described in the technical data sheet or in the instruction manual referring to the
respective Software. The right of use is limited to the agreed period of time; in the absence
of such an agreement the right of use shall be unlimited in time.
2. You may use the Software solely on the hardware referred to in the technical data sheet
or in the instruction manual, in the absence of such reference, the use shall be limited to
the respective hardware supplied together with the Software. The use of the Software
on any other device requires our prior written consent; in case of a culpable infringement
of this obligation we are entitled to claim an appropriate additional remuneration. Further
claims remain unaffected hereby.
3. Where the technical data sheet or the instruction manual refers to more devices you may
use the Software simultaneously only on one of those devices (Single License), to the
extent that we have not agreed exceptionally on a Multiple License (cf. Section XII.12).
Where more than one workplace exists for a specific device where the Software can be
used independently, the Single License shall apply to only one workplace.
4. The Software will exclusively be provided in machine readable format (object code).
5. You are entitled to make only one copy of the Software solely for back-up purposes
(back-up copy). Any other duplication is allowed only subject to a Multiple License agreed
exceptionally.
6. Save as provided for in § 69e of the German Copyright Act (decompilation) you are not
entitled to modify, decompile, translate or isolate parts of the Software. You may not
remove alphanumeric or other identifiers from the data medium and you must transfer
such identifiers unchanged to any back-up copy.
7. We grant you the right – which shall be revocable for good cause – to transfer the right to
use the Software to a third party. The right to use the Software may only be transferred
together with the device you have purchased in combination with the Software from us.
If the right to use is transferred to a third party you must ensure that the right to use
granted to the third party does not exceed the scope of rights to use the Software granted
to you under these General Terms and Conditions and the related technical data sheet or
the related instruction manual, and you must ensure that the third party shall be obliged to
comply with at least the same obligations as are imposed in these General Terms and
Conditions. When transferring the Software you may not retain any copies of the Software.
8. You are not entitled to grant sublicenses.
9. Where you provide the Software to a third party, you must ensure that any existing export
requirements are observed; in case of a culpable infringement you must hold us harmless
from any duties and claims in this respect.
10. To the extent that Software is provided to you for which we have only derived rights to
use (third party software), the provisions of this Section XII. are amended and super-
seded by the conditions of use agreed between us and our licensor. To the extent that
we have provided you with open source software, the provisions of this Section XII.
are amended and superseded by the conditions of use underlying the open source
software. We will point out in the technical data sheet or in the instruction manual if
third party software or open source software and pertaining conditions of use exist and
make the conditions of use available if so requested by you. Any breach of these
conditions of use on the part of you shall entitle not only us, but also our licensor, to
assert claims and rights arising therefrom in its own name.
11. We will provide you with the source code upon request if this is exceptionally agreed
between us.
12. The use of the Software on more than one device or simultaneously at more than one
workplace by you requires a separate agreement on the right to use. The same shall
apply if the Software is used in networks even if the Software is not copied for this
purpose. With regard to the situations named above (hereinafter referred to as
„Multiple License“) the following provisions (a) and (b) shall apply in addition to and with
priority over the provisions of Section XII.1 to XII.11:
(a) A Multiple License requires that we expressly confirm in writing the number of admissible
copies that you may make of the Software and the number of devices respectively
workplaces where the Software may be used. Section XII.7 shall be applicable to Multiple
Licenses provided that they may be transferred by you to third parties only if transferred
in their totality and together with all devices on which the use of the Software is allowed.
(b) You must observe the duplication rules provided by us together with the Multiple License.
You must keep records on the whereabouts of all copies made and submit us them
upon request.
XIII. Passing of RiskIf the Software is provided via electronic communication media (e. g. via internet) the risk
of accidental destruction or accidental deterioration shall pass when the Software leaves
our sphere of influence (e. g. when making a download).
XIV. Additional Obligations to Cooperate and Liability1. You have to take all required and reasonable measures to prevent or limit damage
attributable to the Software. In particular, you have to make regular back-up copies of
the programs and data.
2. To the extent you culpably breach this obligation, we are not be liable for any
consequences arising therefrom; this shall apply in particular to the replacement of lost or
damaged data or programs. A change in the burden of proof to your disadvantage is not
associated with the provision above.
XV. Warranty Claims
1. Warranty claims regarding Software are subject to a limitation period of 12 months
following transfer of risk. The aforementioned provisions shall not apply in cases where
§§ 438 Para 1 No. 2, 438 Para 3, 479 Para 1 and 634a BGB prescribe longer limitation
periods.
2. Software is considered to be defective only if you can prove that there are reproducible
deviations from the specifications regulated exclusively and exhaustively in the technical
data sheet or in the instruction manual. A defect shall not be deemed to exist if it does
not manifest itself in the latest version of the Software supplied to you, and the use thereof
by you can reasonably be required.
3. Warranty claims do not exist in any of the following cases:
– damages resulting from faulty or negligent handling of the Software,
– damages resulting from particular external influences not assumed under the contract,
– modifications made by you or third parties, and any consequences resulting therefrom,
– software extensions made by you or a third party through the use of an interface
provided by us,
– incompatibility of the Software with the data processing environment of you.
4. A claim of supplementary performance will be settled regarding Software by us as follows:
We will provide you with a replacement by way of an update or an upgrade of the
Software if available to us or obtainable with reasonable efforts by us.
XVI. Industrial Property Rights and Copyrights – Defects of Title
If a third party claims legitimately due to an infringement of protective rights regarding
Software we are liable according to Section VII. within the limitation period according to
Section XV.