1.1. Unless specifically agreed otherwise, the following "General
Terms and Conditions of Supply“ shall apply for all contracts,
consignments and other services in commercial transactions with nonconsumers
within the meaning of § 310 Section 1 of the German Civil
Code [BGB]. Differing terms and conditions, in particular the Buyer’s
terms and conditions of purchase are hereby rejected.
1.2. In the course of a regular business relationship between
registered traders the terms and conditions shall also become an
integral part of the contract in those cases in which the Seller has not
specifically drawn attention to their inclusion.
1.3. Specific obligations as part of manufacturer partnership contracts
(exclusive distribution rights directives) for "Brown goods" covering
wholesalers and retailers of the same manufacturer shall prevail over
these terms and conditions.
2. Offers and signing a contract
2.1. The offers contained in the catalogues and sales documentation,
as well as those in the internet are always subject to change without
notice unless they have been expressly designated as being binding.
I.e. they are only to be regarded as a request to submit an offer.
2.2. Orders shall be regarded as having been accepted if they have
either been confirmed in writing or are carried out straight away after
the order is received. In such cases the delivery note or the goods
invoice shall be regarded as the order confirmation.
2.3. In so far as employees of the Seller make verbal side agreements
or furnish assurances over and above the written purchase agreement,
these shall always require the Seller’s written confirmation to be valid.
Verbal statements by the Seller or by persons who are authorised to
represent the Seller shall not be affected by the above regulation.
2.4. If, after signing the contract, the Seller becomes aware of facts, in
particular default in payment with regard to consignments already
delivered, which according to his best commercial judgement suggest
that the right to the purchase price is jeopardised by faulty
performance on the part of the Buyer, the Seller shall, having been set
a reasonable period of time by the Buyer, be entitled at the Buyer’s
choice, to demand payment concurrently or that appropriate securities
are furnished and in the event of refusal, to withdraw from the
contract, whereby the invoices for part consignments already
delivered shall be rendered payable straight away.
2.5. Services rendered by the wholesaler over and above his
obligations as Seller, such as, for example, taking over the support and
planning services incumbent upon the Buyer towards third parties shall
be subject to a separate agreement and shall only be taken on for a
2.6. The minimum order value is 50 Euro for small orders. A charge of
4.50 Euro of this amount shall be charged for the additional expense
incurred by handling charges.
2.7. UNI ELEKTRO shall charge an energy lump sum amounting to
1.50 Euro for each delivery order. This amount shall be shown
separately on order confirmations and invoices.
2.8 The Buyer’s wishes to have a legally valid order reduced or
cancelled subsequently may only be taken into consideration
subsequently on the basis of special agreements and – provided that
they are not stock articles – to the extent that the sub-supplier is
prepared to take back the goods. In each instance the Seller shall be
entitled to deduct a reasonable percentage of the net invoiced amount
from the credit note for goods returned properly with his consent for
handling costs, inspection and repacking. Damaged goods will not be
credited. On cases in which a claim asserted by a Buyer is based upon
a mistake, the Seller shall be entitled to be compensated for the losses
he has incurred in accordance with § 122 of the German Civil Code
3. Data protection
The Seller shall save and use the Buyer’s personal data for handling
purposes and also as far as is necessary and normal to review the
creditworthiness of the contractual relationships entered into. In
addition to this, the data shall be used to provide on-going support for
the contractual relationships.
4. Supply, Passing of risk and Default
4.1. All technical queries must have been dealt with before a delivery
period stated by the Seller can start to run.
4.2. The risk shall pass over to the Buyer when the goods are handed
4.3. The risk shall pass over to the Buyer when the goods are handed
over to a haulier or freight forwarder, and no later than when the
goods leave the Seller’s business premises, and to be more precise,
even in those cases in which the goods are to be delivered by the
Seller’s vehicles. This shall also apply if the goods are to be delivered
to a third party’ business premises (So-called direct-to-purchaser
4.4. The goods will be insured by the Seller at the Buyer’s express
request and expense.
4.5. If dispatch is delayed at the Seller’s request or fault, the goods
shall consequently be stored at the cost and risk of the Buyer. In this
case the notification that the goods are ready for dispatch shall be
equal to dispatch. The risk shall pass over tot he Buyer at the point
time at which the Buyer finds himself in default in taking delivery of the
goods or rendering payment.
4.6. Part-consignments are allowed within reasonable limits.
4.7. The delivery period shall be extended – even if the Supplier is
already in default – by a reasonable period if force majeure occurs and
all other unforeseen events occurring after the contract is signed for
which the Seller is not responsible (in particular, also including
operational breakdowns, strike, lock-out or transport disruptions),
provided that such hindrances can be proven to have a considerable
impact upon the supply of items sold. This shall also apply if these
circumstances occur at the Seller’s suppliers’ and their suppliers’. The
Seller is to notify the Buyer of the beginning and end of such
hindrances as soon as possible. The Buyer may demand a statement
from the Seller whether he intends to withdraw from the contract or
supply within a reasonable period of time. If the Seller does not make
a statement straight away, the Buyer may withdraw from the contract.
No compensation claims for damages may be asserted under such
circumstances. The above regulations shall apply accordingly for the
Buyer if the above-named hindrances affect the Buyer.
4.8 With regard to supplying on time, the Seller shall only be liable if
he or his assistants are to blame. He shall not have to answer for his
suppliers being to blame, since they are not his assistants. The Seller
is however obliged, upon request, to assign any claims to which he
may be entitled against his suppliers to the Buyer.
4.9 In the event of a delay in delivery, the Buyer shall, at the Supplier’s
request, be obliged to state within a reasonable period of time whether
he intends to continue to insist upon delivery or withdraw from the
contract in account of default and / or demand compensation for
damages instead of performance.
5.1. Packing will be charged separately.
5.2. The Supplier will not take back packing material, if he has called
in a suitable waste disposal company in accordance with the German
Packing Regulations in force at that point in time. The Buyer is in this
case obliged to keep the packing material ready for collection and to
hand it over to the waste disposal company. In so far as the Seller
agrees with the Buyer that he give the Buyer a lump sum disposal fee
for waiving his right to return the packing, the Buyer shall be obliged to
hand over the used packing material to a recognised disposal
business which will ensure that the packing material is disposed
properly in accordance with the regulations of the German Packing
5.3. The Buyer shall only be provided with return packaging on a
loan basis. The Buyer is to notify the Seller in writing of the return of
the packing unit within 14 days and have the packing ready for
If the Buyer fails to do so, the Seller shall be entitled, once he has sent
a written payment reminder, to demand 20% of the purchase price
each week from the 3rd week onwards (up to a maximum of the full
purchase price). Moreover, the following shall apply when entering
into contracts with registered businesses, legal entities created under
public law and public law special funds: cable drums owned by
Kabeltrommel GmbH & Co. KG, Cologne, (KTG), or other third parties
shall be supplied in the name and on behalf of these owners and in
accordance with their terms and conditions – in particular in
accordance with the respective KTG terms and conditions for handing
over cable and rope drums. These are on display in the Seller’s
premises for inspection, or can be forwarded upon request. Attention
is drawn to the fact that the suppliers of cable drums will charge rent for
them if they are not returned on time which the Buyer shall have to pay
if they are attributable to him.
6.Prices and Payment
6.1. The prices are always exclusive of value added tax.
6.2. Unless agreed otherwise, the purchase price shall be payable in
full and immediately upon receipt of the goods. The same shall apply
6.3. The Seller shall only accept drafts which can be accepted on
account of payment if an agreement has been made to that effect.
Credit entries from drafts and cheques shall be booked minus
expenses and at the value on the date on which the Seller is able to
dispose of the countervalue.
6.4. In the event of a delay in payment the statutory regulations shall
apply. Any prompt payment discounts which may have been agreed
shall not be granted in so far as the Buyer is in default with the
payment for earlier deliveries.
6.5. The Seller’s claims shall be payable immediately irrespective of
the term of any drafts which have been received and credited, in the
event of failure to comply with the terms and conditions of business or
the Seller becomes aware of facts suggesting that the Seller’s
purchase price claims are jeopardised as a result of the Buyer’s lack
of performance. In the latter case the Seller is entitled to make future
deliveries dependent upon payment concurrent with delivery or the
furnishing of appropriate securities.
6.6. If the Buyer finds himself in default with payment, or if he does not
honour a draft when payment is due, the Seller shall be entitled, after
giving a written warning, to take back the goods and if necessary to
enter the Buyer’s premises and take away the goods. Taking back the
goods shall not constitute withdrawal from the contract. If, on the
other hand, the goods have been supplied as a once-off contract
when there is no established business relationship between the Buyer
and Seller, the Seller shall undertake to withdraw from the contract in
advance. The Seller may in all circumstances forbid the supplied
goods from being removed from the Buyer’s premises.
6.7. In the circumstances outlined in Points 6.5. and 6.6. the Seller
may revoke the direct debit mandate (Section 7.6) and insist upon
payment concurrent with deliveries still outstanding. However, the
Buyer may avert these as well as the legal consequences in Section
6.6 by furnishing a security for the sum equal to the entitlement to
6.8. A refusal to pay or – withholding of payment is ruled out if the
Buyer knew of the defect or other reason for complaint when he
entered into the contract. This shall also apply if he remained unaware
of the defect or other reason for complaint as a result of gross
negligence, unless the Seller maliciously concealed the defect or other
reason for complaint or has assumed a guarantee for the condition of
the thing. Moreover, only a reasonable proportion of the payment may
be withheld on account of defects or other complaints. In the event of a
dispute the amount which may be withheld shall be decided by an
expert appointed by the Chamber of Commerce and Industry where the
Buyer is based. This person is also to decide at his equitable discretion
on how the costs of calling him in are to be shared between the Buyer
6.9. Offsetting is only allowed with accounts recognised by the Seller or
accounts declared final and absolute in a court of law.
6.10 The Seller shall reserve the right to amend his prices as
appropriate if having signed the contract costs increase or decrease,
in particular as a result of his suppliers changing their prices. Proof of
such changes will be presented by the Seller to his customers upon
7. Reservation of title
7.1. The Seller shall reserve the title to the goods until they have been
paid for in full. The Seller shall reserve the title to goods which the
Buyer sources from the Seller as part of an on-going business
relationship until all his claims against the Buyer under the business
relationship, including those created in the future, and also including
those accounts created by contracts entered into at the same time or
later, have been settled. This shall also apply even in those cases in
which individual or all the Seller’s accounts have been entered into a
current account and the balance of account has been drawn and
accepted. If a liability on the part of the Seller is created by a draft in
connection with the payment of the purchase price, the reservation of
title shall consequently not expire prior to the draft being honoured by
the Buyer as drawee. In the event of a default in payment on the part
of the Buyer, the Seller shall be entitled to take back the goods having
issued a written warning and the Buyer is obliged to return the goods.
Section 6.6 Sentences 2 to 4 shall apply accordingly.
7.2. If the goods subject to reservation of title are processed by the
Buyer into a new mobile thing, the processing shall consequently be
carried out for the Seller without the Seller being placed under any
obligation as a result. The new thing shall become the Seller’s
property. If the Sellers’ goods are processed together with good not
belonging to him, the Seller shall acquire co-ownership to the new thing
in proportion to the value of the goods subject to reservation of title to
the value of the other goods at the point in time at which the processing
takes place. If the goods subject to reservation of title are connected
to, combined or blended with, goods not belonging to the Seller in
accordance with § 947, § 948 of the German Civil Code [BGB], the
Seller shall consequently become co-owner in accordance with the
statutory provisions. If the Buyer acquires sole title as a result of joining,
combination or joining, he shall consequently assign co-ownership to
the Seller here and now in proportion to the value of the goods subject
to reservation of title to the other goods at the time at which they are
joined, combined or mixed. In such cases the Buyer has to keep the
thing owned or co-owned by the Seller, which is likewise regarded as
goods subject to reservation of title within the meaning of the above
provisions, in safekeeping free of charge.
7.3. If the goods subject to reservation of title are sold on their own or
together with goods not belonging to the Seller, the Buyer shall
consequently assign here and now, that means at the point in time at
which the contract is signed, the accounts created by the resale
amounting to the value of the goods subject to the reservation of title
with all secondary rights and senior to all other accounts. The Seller
accepts the assignment. The value of the goods subject to
reservation of title shall be the amount invoiced by the Seller, which
shall not apply if third parties have rights against the Seller. If the
Seller has co-ownership of goods subject to reservation of title which
are resold, the assignment of the accounts shall consequently cover
the sum equal to the value of the Seller’s proportion of the coownership.
7.4. If the goods subject to reservation of title are installed by the
Buyer as an integral element in the property, ship, ship under
construction, structure or aircraft of a third party, the Buyer shall
consequently assign here and now the assignable accounts created
against the third party or the party concerned for remuneration
amounting to the value of the goods subject to reservation of title with
all secondary rights including those for a to be granted a mortgage
securing a claim, ranking above all other accounts . The Seller accepts
the assignment. Section 7.3, Sentences 2 and 3 shall apply
7.5. The Buyer shall only be entitled and authorised to resell, use or
install the goods subject to reservation of title in a normal proper
business transaction subject to the proviso that the accounts within the
meaning of Section 3 and 4 actually pass over to the Seller. The Buyer
is not authorised to dispose of the goods subject to the reservation
otherwise, in particular he is not entitled to pledge or assign the goods
subject to reservation of title by bill of sale as a security. The Buyer is
only allowed to assign the goods subject to reservation of title by
recourse factoring subject to the precondition that the Seller is notified
of this and of the name of the factoring bank and the Buyer’s accounts
maintained at this bank and the factoring proceeds are greater than the
value of the Seller’s secured account.
The Seller’s account shall become payable immediately when the
factoring proceeds are credited.
7.6. The Seller authorises the Buyer, subject to the reservation of
revocation, to collect the accounts assigned in accordance with
Sections 3 – 5. The Seller shall not make use of his own authority to
collect his accounts as long as the Buyer fulfils his payment
obligations, including those to third parties as well. At the Seller’s
request the Buyer shall have to name the debtors of the assigned
accounts and to notify them that the accounts have been assigned to
the Seller. The Seller is also authorised to notify the debtors himself
that the accounts have been assigned to him.
7.7. The Buyer shall have to notify the Seller straight away of third
party enforcement measures on the goods subject to reservation of
title or on the assigned accounts by handing over to the Seller the
documents the Seller needs to ward off the enforcement measures.
7.8. The Buyer’s right to resell the goods subject to reservation of title,
his right to use or install them, and his authorisation to collect the
assigned accounts shall lapse if he stops making his payments and /
or an application is made to instigate insolvency proceedings. The
Buyer’s authorisation to collect assigned accounts shall likewise lapse
if a cheque or draft is protested. This shall not apply for the
7.9. In so far as the value of the securities when successfully collected
to which the Seller is entitled exceeds the securities to which the
Seller is entitled by more than 10%, the Seller shall undertake at the
Buyer’s request to release the excess security rights. The Seller is
entitled to select the securities to be released.
7.10. In so far as the value of the goods subject to reservation of title
is relied upon as a figure, it shall be determined by the sum invoiced
by the Seller.
8. Notification of defects, Warranty and liability
8.1. The Seller shall only be liable for defects within the meaning of §
434 of the German Civil Code [BGB] as follows: The Buyer has to
inspect the goods he has received straight away to ascertain the
quantity supplied as well as the condition of the goods. The Seller is to
be notified of manifest defects in writing within 14 days. § 377 of the
German Commercial Code [HGB] shall not be affected if the
transaction is entered into between two commercial firms.
8.2. If the Buyer identifies defects in the goods, he must not dispose of
them. I.e. they must not be divided up, resold or finished until the
evidence has been preserved by an expert appointed by the chamber
of commerce and industry based where the Buyer has his principal
place of business.
8.3. The Buyer is obliged to provide the Seller with the purchased
thing about which he has made a complaint or a sample of it for the
purposes of allowing the complaint to be examined. If the Buyer is
guilty of refusing to do so, the warranty shall be invalidated.
8.4. If complaints are substantiated, the Seller shall be entitled,
taking the type of the defect and the justified interest of the
Buyer into consideration, to stipulate the way in which
subsequent fulfilment is to be rendered (Supply of a
replacement part, repair). If the subsequent fulfilment is
unsuccessful, the Buyer shall consequently be entitled as he
chooses to withdraw from the contract or to reduce the
purchase price – irrespective of any compensation claims he
may have for damages in accordance with 9.
8.5. The Buyer’s claims on account of the expenditure required for the
purposes of rendering subsequent fulfilment, in particular the costs of
transport, travelling expenses, labour and material costs are ruled out
in so far as these expenses are increased because the supplied item
has been relocated to a place other than the Buyer’s branch office or
to a location agreed in the contract, unless the thing has been
relocated in accordance with its intended use.
8.6. The Buyer shall have to inform the Seller as soon as
possible if he is to make a claim under warranty.
8.7. Provided that the Seller has carried out the planning /
programming when installing complex control and network systems in
the construction sector (E.g. EIB), the Buyer, as installer, is obliged to
abide by this planning and only carry out modifications, even minor
ones, with the Seller’s consent – not only during installation but also
when carrying out minor repairs subsequently.
The Seller shall not pay compensation for damage – regardless of
whatever type – attributable to the Buyer carrying out a modification
on his own authority.
8.8. Warranty claims based on quality defects shall become timebarred
after 12 months. This shall not apply provided that the law
prescribes longer periods in accordance with § 438 Section 1 No 2
(Structures and things for structures), § 479 Section 1 (Right of
recourse) and § 634a Section1 No 2 (Construction defects) of the
German Civil Code [BGB].
8.9 Rights of recourse in accordance with § 478, § 479 of the German
Civil Code [BGB] shall only exist provided that the consumer was
entitled to recourse and only on the scale provided for by law and not,
on the other hand, for accommodating arrangements not agreed with
the Seller. Moreover, they assume that the party entitled to a right of
recourse has complied with his own obligations, in particular that he
has complied with his obligation to notify defects.
8.10 The Seller shall be liable for compensation for damages or for
compensation for expenditure incurred to no purpose for quality
defects in accordance with Section 9 (General limitation of liability).
9. General limitation of liability
9.1. The Supplier shall be liable in accordance with the statutory
regulations provided that the Buyer asserts compensation claims for
damages based upon intent or gross negligence including intent or
gross negligence on the part of his representatives or assistants
In addition to this, the Seller shall be liable for culpable breaches of
important contractual duties in accordance with the statutory
provisions. For these purposes important contractual duties are those
the fulfilment of which alone makes it possible to carry out the contract
and upon compliance with which the other party to the contract
generally can rely upon. Provided that the Seller is not accused of
intent or any gross negligence, his liability for compensation for
damages shall be limited to the foreseeable damage typically incurred
for contracts of this type. A change in the burden of proof to the
detriment of the Buyer is not associated with this.
9.2. The liability on account of being culpable for death, personal
injury or physical harm, loss of life shall remain unaffected. Liability
in accordance with the German Product Liability Act shall likewise
9.3 No other compensation claims for damages over and above these,
regardless of whatever reason upon which they are based, shall be
admitted. This shall also apply provided that the Buyer demands
expenditure incurred in vain instead of claiming compensation for
damages instead of performance.
9.4 The statutory limitation regulations of shall apply for liability based
on gross negligence as well as for compensation claims based upon
death, personal injury and physical harm.
9.5 Moreover the periods of time limitation in 8.8 shall
apply for compensation claims for damages.
The terms and conditions of repair of the individual wholesaler shall
apply. These are available upon request.
11. Place of jurisdiction and applicable law
11.1. The place of fulfilment and the place of jurisdiction for goods and
payments (including legal action based upon cheques and drafts) as
well as all disputes arising between the parties shall be the courts
having jurisdiction where the Seller has his principal place of business,
provided that the Buyer is a registered business, a legal entity created
in accordance with public law or a special fund created in accordance
with public law. The Seller is however also entitled to take legal action
against the Buyer at the courts having jurisdiction where the Buyer has
his principal place of business.
11.2. The relationships between the parties to the contract shall be
governed in accordance with the law of the Federal Republic of
Germany alone. The UN law on sales shall not apply.