Terms of Service
valid from 02/01/2021
For questions about our terms and conditions:
Phone +49 (0) 5272 394666-0
Fax +49 (0) 5272 394666-66
§ 1. General
(1) The following conditions apply to all transactions concluded with us. The contrary must be agreed in writing and in detail. Deviating terms and conditions of our contractual partner are excluded by the following conditions even if we have not expressly contradicted them.
(2) If the contractual partner is not a registered trader, he nevertheless submits – as far as legally permissible – to the provisions of the Commercial Code on commercial transactions between registered traders. The documents, drawings, brochures, price lists, etc. submitted with our offer and the technical information contained therein are non-binding, unless they are expressly designated as binding in our offer and / or our order confirmation. We reserve unlimited copyright rights of exploitation to the aforementioned documents, even if our contractual partner has taken over their costs in whole or in part. Our contractual partner may only make these documents accessible to third parties or use them outside of the delivery contract with our prior consent. At our request or if the order is not placed, these must be returned immediately.
§ 2 Acceptance, delivery, delay, delivery time and acceptance
1) Our offers are always non-binding, unless expressly stipulated otherwise in writing. All orders are accepted subject to the possibility of performance. Any delivery times specified are not binding for us, unless we have recognized a delivery time in writing in individual cases and expressly deviating from these conditions as binding for us.
(2) If we are in default with the delivery and if there is only a case of slight negligence on our part, any claims for damages by our contractual partner for flat-rate compensation for delay in the amount of 0.5% of the delivery value for each completed week of delay, but no more than 5 % of the delivery value, whereby we reserve the right to prove that no or only minor damage has occurred. The buyer is only entitled to assert damage caused by default after a reasonable period of at least four weeks has expired.
(3) In the event of our delay, our customer is only entitled to compensation in lieu of services if he has previously set us a reasonable grace period of at least four weeks for delivery / service, whereby he reserves the right to grant us a reasonable period of less than four weeks if, in individual cases, a grace period of at least four weeks for delivery is unreasonable for him.
(4) Unanticipated production obstacles, further operational disruptions, strikes, lockouts, shortages of goods and raw materials, as well as events of force majeure, entitle us to fulfill delivery obligations after removal of the obstacle or to cancel them by unilateral declaration without our contractual partner being entitled to compensation . Such events also release us from compliance with expressly agreed delivery times.
(5) In the case of transactions that require a longer processing time, or in the case of orders on call (call orders), the call, dates and corresponding specifications must be given to us in writing in good time. If this does not happen, we are entitled to prior sale. If the agreed acceptance dates are not met by our contractual partner, we are entitled to demand compensation from our contractual partner.
(6) In the case of custom-made products, the quantities ordered are binding for the buyer and must be accepted in any case. On the other hand, there is no entitlement to additional production of smaller excess quantities. We reserve the right to make reasonable design and / or shape changes to the object of purchase for our contractual partner during the delivery time.
(7) We are entitled to deliver orders based on panel sizes, component discards or manufacturing processes with an over or underdelivery of 10%. Surplus material (e.g. from packaging units) must be purchased within one year of the last delivery at the purchase price plus Material overheads are accepted.
(8) We are entitled to withdraw from pending contracts.
(9) Orders placed by the buyer with SGR Elektronik GmbH only become legally binding upon written confirmation from SGR Elektronik GmbH.
§ 3 cancellation agreement
(1) A cancellation of the order is only possible against assumption of the costs incurred up to this point in time and any follow-up costs. The cancellation costs will be charged according to expenditure, unless other agreements are made.
§ 4 Bearing of Risk and Shipping
(1) The dispatch takes place at the expense and risk of the buyer. Even in the case of carriage paid delivery, the risk is transferred to the buyer when the goods are handed over to the forwarding agent or carrier, but no later than when they leave our company. This also applies if the delivery is made by our vehicles and / or by our staff. If the delivery is delayed for reasons for which our contractual partner is responsible, the risk is transferred to them when the goods are ready for dispatch. Storage costs that arise after the transfer of risk are borne by our contractual partner.
(2) Employees of our contractual partner present at the destination are deemed to be authorized to confirm the correctness and freedom from defects of the delivery. This also applies if the goods are picked up by our contractual partner himself or by a third party commissioned by the contractual partner.
(3) Partial deliveries by SRG Elektronik GmbH are permitted.
§ 5 prices and additional costs
(1) Our prices are net prices. Value added tax will be invoiced separately at the statutory rate. If fixed prices have been agreed, we reserve the right to increase the prices for deliveries made later than 6 months after the conclusion of the contract by the increase in wage and material costs that has occurred in the meantime.
(2) Unless otherwise agreed, all prices are ex works, i.e. at SRG Elektronik GmbH, Brakel.
(3) Costs for the return delivery of goods from claims for retention of title are borne by our contractual partner.
§ 6 payment
(1) Unless otherwise agreed, our invoices are payable immediately after receipt of the invoice, strictly net. In the event of later payment, we are entitled to demand interest and commission from the due date, which our bank charges for unsecured loans, but at least 5% above the base rate according to Section 247 of the German Civil Code (BGB).
(2) Our invoices are considered accepted if our contractual partner does not contradict them in writing immediately after receipt of the invoice.
(3) Bills of exchange are not accepted without a special agreement, in the case of a special agreement only accepted as part of payment. Discount, stamp duty and other expenses are borne by our contractual partner. In the case of bills of exchange and checks, there is no obligation for timely submission or protest.
(4) We are entitled to make deliveries only against prepayment or security.
(5) Offsetting against our performance, damages or other claims, as well as the assertion of a right to refuse performance, are excluded, as is the assignment of claims against us. In the context of non-commercial business transactions, the set-off is limited to undisputed and legally established counterclaims of our contractual partners, irrespective of existing rights to refuse performance based on the same contractual relationship.
(6) If the buyer does not meet our terms of payment, his payment obligations and / or other obligations from the general terms and conditions of SRG Elektronik GmbH, if he stops his payments or if an application is made to open insolvency proceedings against his assets or those of his legal representatives, so the entire legal debt is due for immediate payment. In this case, SRG Elektronik GmbH is entitled to withdraw from all contracts and to take back goods that have already been delivered from retention of title, as well as to demand reimbursement of all costs related to the withdrawal (e.g. return transport, depreciation, etc.).
§ 7 Warranty
(1) Our contractual partner is obliged to check the goods for obvious defects immediately upon receipt. If he discovers obvious defects in the goods, he must notify us in writing within a preclusive period of 8 days after receipt of the goods. Such complaints can only be taken into account if the goods are still in the condition in which they were delivered. Defects that cannot be discovered within the aforementioned period even with the most careful examination must be reported in writing immediately after discovery, but no later than 8 days after discovery, with immediate cessation of any processing by our contractual partner.
(2) Should we be obliged to provide a guarantee, we shall initially provide a guarantee for defects in the goods through repair or replacement delivery, at our option.
(3) If the supplementary performance fails, our contractual partner can in principle, at his option, request a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). In the event of only a minor lack of conformity, in particular only minor defects, the customer is not entitled to withdraw from the contract. The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects.
(4) If our contractual partner chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect. If our contractual partner chooses compensation after subsequent performance has failed, the goods will remain with him if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.
(5) For entrepreneurs, the warranty period is 1 year from delivery of the goods. This does not apply if our contractual partner has not notified us of the defect in good time. A limited warranty of 6 months applies to moving and wearing parts.
(6) By removing or eliminating the original technical markings or changes to the purchased item, if this is not intended, any burden of proof of the existence of a defect at the expense of SRG Elektronik GmbH is reversed.
(7) The warranty does not apply in the event of improper use or improper storage.
(8) The warranty only relates to the services provided by SRG Elektronik GmbH or commissioned by it. If components or services are provided by the contractual partner, the guarantee for these components and services does not apply.
§ 8 Limitations of Liability
(1) In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage depending on the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We are not liable to companies for slightly negligent breaches of insignificant contractual obligations.
(2) The above limitations of liability do not apply to claims of the contractual partner from product liability. Furthermore, the limitations of liability do not apply to physical injury or damage to health that can be attributed to us or to the loss of the life of our contractual partner.
(3) Claims for damages by our contractual partner due to a defect become statute-barred after one year from delivery of the goods in accordance with §195 BGB. This does not apply if we be accused of fraud.
(4) In the event of data loss, SRG Elektronik GmbH is only liable for the extent of damage that would have arisen if data were backed up on a daily basis.
(5) SRG Elektronik GmbH is not liable for slight negligence, unless essential contractual obligations (cardinal obligations) are violated.
(6) In the event of improper use and storage of the products, liability is completely void.
(7) Liability only relates to the services provided by SRG Elektronik GmbH or commissioned by it. If components or services are provided by the contractual partner, product liability for the damage caused by the components and services provided by the contractual partner does not apply. This applies in particular to product liability if the contractual partner has developed and / or qualified the product or components for the application and SRG Elektronik GmbH manufactures them to order.
(8) Claims for damages are, as far as legally permissible, limited to the value of the services invoiced by SRG Elektronik GmbH.
§ 9 retention of title
(1) The delivered goods remain our property until all of our claims from the business relationship have been paid. However, our contractual partner can process or sell the goods in the ordinary course of business. This authorization does not apply if, by agreement between our contractual partner and his customer, the assignment of the purchase price claim to which the contractual partner is entitled against his customer is effectively excluded.
(2) Any pledging or transfer by way of security of goods subject to retention of title in favor of third parties is excluded without our consent. In the event of seizure of these goods by third parties as well as damage or loss, our contractual partner must notify us immediately. The authority of our contractual partner to resell the goods subject to retention of title in the ordinary course of business also ends when the contractual partner ceases to pay or when an application is made to open insolvency or settlement proceedings against his assets to avert insolvency. In this case, our contractual partner is obliged to surrender the reserved goods upon our first request.
(3) We will credit our contractual partner with the proceeds for unprocessed reserved goods that have been taken back, which will be achieved with the best possible utilization. The request to surrender the reserved goods does not constitute a withdrawal from the contract.
(4) If goods subject to retention of title delivered by us are combined with other movable objects to form a new, uniform object, or if a new movable object is produced through processing or remodeling of goods subject to retention of title, the retention of title also extends to the newly produced object. Our share of ownership in the newly manufactured item is determined by the ratio of the invoice value of the reserved goods delivered by us to the value of the newly manufactured item.
(5) All claims that our contractual partner accrues against third parties from the sale of the goods subject to retention of title are transferred to us when the claims arise to secure the existing and / or future claims that we have against the contractual partner. Furthermore, our contractual partner shall assume all claims to which he is entitled now or later with regard to the reserved goods for any other legal reason and the rights to be derived from these claims – e.g. B. Claims for damages from insurance benefits – with the occurrence of the respective claim to us. We will not collect the assigned claim as long as our contractual partner does not meet its obligations.
(6) Our contractual partner is obliged to name third party debtors upon request. Claims that our contractual partner incurs from the further sale of goods subject to retention of title to third parties may not be included in current invoices. If they are nevertheless included in current invoices, the assignment also extends to the right to terminate the current account and the current account balance.
(7) We undertake to release the securities to which we are entitled according to the above provisions at the request of our contractual partner if and to the extent that the realizable value of these securities exceeds 20% of the claims to be secured.
(8) In the event of suspension of payments, our contractual partner is obliged to send us a list of the retained goods, even if they have been processed, and a list of the claims to the third party debtors, together with copies of the invoices, immediately after notification of the suspension of payments.
(9) Should we enter into contingent liabilities in the interests of our contractual partner (payment by check / bill of exchange), the extended and expanded retention of title will remain in effect until we are completely released from these liabilities.
(10) We are entitled to assign the trade accounts receivable for financing purposes.
§ 10 Place of fulfillment and place of jurisdiction
(1) The place of performance for all services from the delivery contract is the location of our branch. The place of jurisdiction (also for bills of exchange and check actions) is Brakel. However, we are entitled to assert our rights vis-à-vis our contractual partner at the place of his legal place of jurisdiction. The legal relationships between the parties are exclusively subject to the law of the Federal Republic of Germany.
§ 11 Reservation of the export license
(1) All deliveries by SRG Elektronik GmbH abroad are subject to an export license in accordance with German foreign trade law, the knowledge of which is the responsibility of the customer.
§ 12 miscellaneous
(1) All agreements between the parties, including changes to them, must be made in writing.
(2) If the buyer does not fulfill his obligations under the purchase contract, SRG Elektronik GmbH can refuse further deliveries without prejudice to the assertion of its other rights.
(3) The buyer cannot assign his rights to third parties without the prior written consent of SRG Elektronik GmbH.
(4) If a customer falls under the personal protection area of the Data Protection Act, he declares his consent to the processing of his data, insofar as it is necessary for the purpose of the contract. The processing and use of personal data takes place exclusively in accordance with the legal guidelines of the BDSG and the data protection declaration of SRG Elektronik GmbH. All issues of personal data worthy of protection are taken into account in accordance with the legal requirements of the BDSG and treated confidentially.
(5) Any copyrights as well as usage and exploitation rights to the sold product remain with SRG Elektronik GmbH regardless of the contractually regulated delivery to the customer. Reproduction of individual delivery parts or systems from SRG Elektronik GmbH is only permitted with the written consent of SRG Elektronik GmbH.
§ 13 Severability Clause
(1) Should individual provisions of this contract be wholly or partially ineffective or void or become wholly or partially ineffective or void as a result of a change in the legal situation or through highest court rulings or in any other way or if this contract shows gaps, the parties agree, that the remaining provisions of this contract remain unaffected and valid. In this case, the contracting parties undertake, taking into account the principle of good faith, to replace the ineffective provision with an effective provision that comes as close as possible to the meaning and purpose of the ineffective provision and that is to be assumed by the parties at the time of the conclusion of the contract if they had known or foreseen the ineffectiveness or nullity. The same applies if this contract should contain a loophole.