General trading conditions
for products and services of the electrical industry
to the use in the course of business with companies.
Central associations of the electro technology and
electronic industry e.V.
Noncommittal condition recommendation of Central
association electro-technology - and electronic
ind. ZVEI e.V.
As of: Januar 2002 - © 2002 Central association
electro-technology - und Electronic industry ZVEI
Stresemannallee 19, 60596 Frankfurt am Main. All
The scope of deliveries and/or services (hereinafter
raferred to as "Supplies") shall be
determined by the written declarations of both
Parties. General terms and conditions of the Purchaser
shall apply only if and when expressly accepted
by the supplier or the provider of services (hereinafter
referred to as "Supplier") in writing.
The Supplier herewith reserves any industrial
property rights and/or copy-rights pertaining
to its cost estimates, drawings and other documents
(here-inafter referred to as "Documents").
The Documents shall not be made accessible to
third parties without the Supplier's prior consent
and shall, upon request, be returned without undue
delay to the Supplier if the con-tract is not
awarded to the Supplier. Sentences 1 and 2 shall
apply mutatis mutandis to documents of the Purchaser,
these may, however, be made accessible to third
parties to whom the Supplier may rightfully transfer
The Purchaser shall have the non-exclusive right
to use standard software, provlded that it remains
unchanged, is used within the agreed performance
parameters, and on the agreed equipment. The Purchaser
may make one back-up copy without express agreement.
Partial Supplies shall be allowed, unless they
are unreasonable to accept for the Purchaser.
II. PRICES AND TERMS OF PAYMENT
Prices shall be ex works and exclude packaging;
value added tax shall be added at the then applicable
If the Supplier is also responsible for assembly
or erection and unless oth-erwise agreed, the
Purchaser shall pay the agn3ed remuneration and
any incidental costs required, e. g. travel costs,
costs for the transport of tools and equipment,
and personal luggage as well as allowances.
Payments shall be made free Supplier's paying
The Purchaser may set off only those claims that
are undisputed a against which no legal recourse
III. RETENTION OF TITLE
Items pertaining to the Supplies ("Retained
Goods") shall remain the prop-erty of the
Supplier until each and every claim the Supplier
has against the Purchaser on account of the business
connection has been fulfilled. If the combined
value of the security interests of the Supptier
exceeds the value of all secun3d claims by more
than 20 %, the Supplier shall release a corre-sponding
part of the security interest if so requested
by the Purchaser.
Fw the duration of the retention of title, the
Purchaser may not pledge the Retained Goods or
use them as security, and resale shall be possible
only for n3sellers in the ordinary course of their
business and only on condition that the reseller
receives payment from its customer or makes the
transfer of property to the customer dependent
upon the customer fulfilling its obli-gation to
The Purchaser shall inforth the Supplier forfhwith
of any seizure or other act of intervention by
Where the Purchaser fails to fulfil His duties,
including failure to make pay-ments due, the Supplier
shall be entiteled to cancel the contract and
take back the retained Goods in the cäse
of continued failure following expiry of a reasonable
time set by the Supplier; the statutory provisions
that a time limit is not needed remain unaffected.
The Purchaser shall be obliged to sur-render the
IV. TIME FOR SUPPLIES; DELAY
Times set for Supplies can only be observed if
all Documents to be supplied ' by the Purchaser,
necessary permits and releases, especially concerning
plans,. As received in time and if agreed terms
of payment and other obli-gations of the Purchaser
are fulfilled. Unless these conditions are fulfilled
in time, times set shall be extended appropriately;
this shall not apply where the Supplier is responsible
for the delay.
If non-observance of the times set is due to force
measures such as mobi-lization, war, rebellion
or similar events, e. g. strike or lockout, such
time shall be extended accordingly.
If the Supplier is responsible for the delay (hereinafter
referred to as ;,Delay") arid the Purchaser
demonstrably suffered a loss therefrom, the Purchaser
may claim a compensation as liquidated damages
of 0.5 % for every com-pleted week of Delay, but
in no case more than a total of 5 % of the price
of that part of the Supplies which because of
the Delay could not be put to the intended use.
Purchaser's claims for damages due to delayed
Supplies as well as claims for damages in lieu
of performance exceeding the limits specified
in No. 3 above shall be excluded in all cases
of delayed Supplies even upon expiry of a time
set to the Supplier to effect the Supplies. This
shall not apply in cases of mandatory liability
based on intent, gross negligence, or due to injury
of life, body or health. Cancellation of the contract
by the Purchaser based on statute shall be limited
to cases where the Supplier is responsible for
the delay. The above provisions do not imply a
change in the burden ot proof to the detriment
of the Purchaser.
At the Supplier's request the Purchaser shall
declare within a reasonable period of time whether
the Purchaser cancels the contract due to the
delayed Supplies or insists on the Supplies to
be carried out.
If dispatch or shipment is delayed at the Purchaser's
request by more than one month after notice of
the readiness for dispatch was given, the Purchaser
may be charged, for every month commenced, storage
costs of 0.5 % of the price of the items of the
Supplies, but in no case more than a total of
5 %. The parties to the contract may prove that
higher or, as the case may be, lower storage costs
have been incurred.
V. TRANSFER OF RISK
Even where delivery has been agreed freight free,
the risk shall pass to the Purchaser as follows:
if the Supplies do not include assembly or erection,
at the time when the Supplies are shipped or picked
up by the carriec Upon request of the Purchaser,
the Supplier shall insure the Supplies against
the usual risks of transport at the expense of
if the Supplies include assembly or erection,
at the day of taking over in the own works or,
if so agreed, after a fault-free trial nun.
The risk shall pass to the Purchaser if dispatch,
shipping, the start or per-formance of assembly
or erection, the taking over in the own works
or the trial run is delayed for reasons for which
the Purchaser is responsible or if the Purchaser
has othenvise failed to accept the Supplies.
Vl. ASSEMBLY AND ERECTION
Unless otherwise agreed in writing, assembly/erection
shall be subject to the following provisions:
The Purchaser shall provide at its own expense
and in good time:
all earth and construction work and other ancillary
work outside the scope of the Supplier, including
the necessary skilled and unskilled labour, construction
materials and tools,
the equipment and materials necessary for assembly
and commissioning such as scaffolds, lifting equipment
and other devices as well as fuels and lubricants,
energy and water at the point of use including
connections, heating and lighting,
suitable dry and lockable rooms of sufficient
size adjacent to the site for the storage of machine
parts, apparatus, materials, tools, etc. and ade-quate
working and recreation rooms for the erection
personnel, including sanitary facilities as are
appropriate in the specific circumstances. Furthermore,
the Purchaser shall take all measures it would
take for the protection of its own possessions
to protect the possessions of the Supplier and
of the erection personnel at the site,
protective clothing and protective devices needed
due to particular con-ditions prevailing on the
Before the erection work starts, the Purchaser
shall make available of its own accord any information
required concerning the location of concealed
electric power, gas and water lines or of similar
installations as well as the necessary structural
Prior to assembly or erection, the materials and
equipment necessary for the work to start must
be available on the site of assembly/erection
and any preparatory work must have advanced to
such a degree that assembly/erec-tion can be started
as agreed and carried out without interruption.
Access roads and the assembly/erection site itself
must be level and clear.
If assembly, erection or commissioning is delayed
due to circumstances for which the Supplier is
not responsible, the Purchaser shall bear the
reason-able costs incurred for idle times and
any additional travelling of the Supplier or the
The Purchaser shall attest to the hours worked
by the erection personnel towards the Supplier
at weekly intervals and the Purchaser shall immediate-ly
confirm in writing if assembly, erection or commissioning
has been com-pleted.
If, after completion, the Supplier demands acceptance
of the Supplies, the Purchaser shall comply therewith
within a period of two weeks. In default thereof,
acceptance is deemed to have taken place. Acceptance
is also deemed to have been effected if the Supplies
are put to use, after comple-tion of an agreed
test phase, if any.
VII. RECEIVING OF SUPPLIES
The Purchaser shall not refuse to receive Supplies
due to minor defects.
VIII. DEFECTS AS TO QUALITY
The Supplier shall be liable for defects as to
quality ("Sachmängel", hereinafter
referred to as "Defects",) as follows:
All parts or services where a Defect becomes apparent
within the limitation period shall, at the discretion
of the Supplier, be repaired, replaced or pro-vided
again free of charge irrespective of the hours
of operation elapsed, provided that the reason
for the Defect had already existed at the time
when the risk passed.
Claims based on Defects are subject to a limitation
period of 12 months. This provision shall not
apply where longer periods are prescribed by law
according to Sec. 438 para. 1 No. 2 (buildings
and things used for a build-ing), Sec. 479 para.
1 (right of recourse), and Sec. 634a para. 1 No.
2 (defects of a building) German Civil Code ("BGB"),
as well as in cases of injury of life, body or
health, or where the Supplier intentionally or
grossly negligently falls to fulfil its obligation
or fraudulently conceals a Defect. The legal provisions
regarding suspension of expiration ("Ablaufhemmung"),
suspension ("Hemmung'l and recommencement
of limitation periods remain unaffected.
The Purchaser shall notify Defects to the Supplier
in writing and without undue delay.
In the case of notification of a Defect, the Purchaser
may withhold payments to a reasonable extent taking
into account the Defect occurred. The Purchaser,
however, may withhold payments only if the subject-matter
of the notification of the Defect occurred is
justified beyond doubt. Unjustified noti-fications
of Defect shall entitle the Supplier to have its
expenses reimbursed by the Purchaser.
The Supplier shall first be given the opportunity
to supplement its perfor-mance ("Nacherfüllung'l
within a reasonable period of time.
If supplementary performance is unsuccessful,
the Purchaser shall be enti-tled to cancel the
contract or reduce the remuneration, irrespective
of any claims for damages it may have according
to Art. XI.
There shall be no claims based on Defect in cases
of insignificant deviations from the agreed quality,
of only minor impairment of usefulness, of natural
wear and tear or damage arising after the transfer
of risk from faulty or neg-ligent handling, excessive
strain, unsuitable equipment, defective workman-ship,
inappropriate foundation soil or from particular
external influences not assumed under the contract,
or from non-reproducible software errors. Claims
based on defects attributable to improper modifications
or repair work carried out by the Purchaser or
third parties and the consequences thereof shall
be likewise excluded.
The Purchaser shall have no claim with respect
to expenses incurred in the course of supplementary
performance, including costs of travel and trans-port,
labour, and material, to the extent that expenses
are increased because the subject-matter of the
Supplies was subsequently brought to another location
than the Purchaser's branch office, unless doing
so com-plies with the intended use of the Supplies.
The Purchaser's right of recourse against the
Supplier pursuant to Sec. 478 BGB is limited to
cases where the Purchaser has not concluded an
agree-ment with its customers exceeding the scope
of the statutory provisions governing claims based
on Defects. Moreover, No. 8 above shall apply
mutatis mutandis to the scope of the right of
recourse the Purchaser has against the Supplier
pursuant to Sec. 478 para. 2 BGB.
Furthermore, the provisions of Art. XI (Other
Claims for Damages) shall apply in respect of
claims of damages. Any other claims of the Purchaser
against the Supplier or its agents or any such
claims exceeding the claims provided for in this
Art. VIII, based on a Defect, shall be excluded.
IX. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHT;
DEFECTS IN TITLE
Unless otherwise agreed, the Supplier shall provide
the Supplies free from third parties' industrial
property rights and copyrights (hereinafter referred
to as "IPR") with respect to the country
of the place of destination. If a third party
asserts a justified claim against the Purchaser
based on an infringe-ment of an IPR with respect
to the Supplies made by the Supplier and then
used in conformity with the contract, the Supplier
shall be liable to the Purchaser within the time
period stipulated in Art. VIII No. 2 as follows:
The Supplier shall choose whether to acquire,
at its own expense, the right to use the IPR with
respect to the Supplies concerned or whether to
modify the Supplies such that they no longer infringe
the IPR or replace them. If this would be unreasonable
to demand from the Supplier, the Purchaser may
cancel the contract or reduce the remuneration
pursuant to the appli-cable statutory provisions.
The Supplier's liability to pay damages shall
be governed by Art. XI.
The above obligations of the Supplier shall only
apply if the Purchaser (i) immediately notifies
the Supplier of any such claim asserted by the
third party in writing, (ü) does not concede
the existence of an infringement and (üi)
leaves any protective measures and settlement
negotiations to the dis-cretion of the Supplier.
If the Purchaser stops using the Supplies in order
to reduce the damage or for other good reason,
it shall be obliged to point out to the third
party that no acknowledgement of the alleged infringe-ment
may be inferred from the fact that the use has
Claims of the Purchaser shall be excluded if it
is itself responsible for the infringement of
Claims of the Purchaser shall also be excluded
if the infringement of the [PR is caused by specifications
made by the Purchaser, to a type of use not fore-seeable
by the Supplier or to the Supplies being modified
by the Purchaser or being used together with products
not provided by the Supplier.
In addition, with respect to claims by the Purchaser
pursuant to No. 1 a) above, Art. VIII Nos. 4,
5, and 9 shall apply mutatis mutandis in the event
of an infringement of an IPR.
Where other defects in title occur, Art. VIII
shall apply mutatis mutandis.
Any other claims of the Purchaser against the
Supplier or ist agents or any such claims exceeding
the claims provided for in this Art. IX, based
on a defect in title, shall be excluded.
X. IMPOSSIBILITY OF PERFORMANCE; ADAPTATION
To the extent that Supplies are impossible to
be carried out, the Purchaser shall be entitled
to claim damages, unless the Supplier is not responsible
for the impossibility. The Purchaser's claim for
damages shall, however, be lim-ited to an amount
of 10 % of the value of the part of the Supplies
which, owing to the impossibility, cannot be put
to the intended use. This limitation shall not
apply in the case of mandatory liability based
on intent, gross neg-ligence or injury of life,
body or health; this does not imply a change in
the burden of proof to the detriment of the Purchaser.
The right of the Purchaser to cancel the contract
shall remain unaffected.
Where unforeseeable events within the meaning
of Art. IV No. 2-substantial-ly change the economic
importance or the contents of the Supplies or
con-siderably affect the Supplier's business,
the contract shall be adapted ta-king into account
the principles of reasonableness and good faith.
Where doing so is economically unreasonable, the
Supplier shall have the right to cancel the contract.
If the Supplier intends to exercise its right
to cancel the contract, it shall notify the Purchaser
thereof without undue delay after hav-ing realised
the repercussions of the event; this shall also
apply even where an extension of the delivery
period had previously been agreed with the Purchaser.
XI. OTHER CLAIMS FOR DAMAGES
Any claims for damages and reimbursement of expenses
the Purchaser may have (hereinafter referred to
as "Claims for Damages"), based on whatever
legal reason, including infringement of duties
arising in connection with the contract or tort,
shall be excluded.
The above shall not apply in the case of mandatory
liability, e. g. under the German Product Liability
Act ("Produkthafiungsgesetz'j, in the case
of intent, gross negligence, injury of life, body
or health, or breach of a condi-tion which goes
to the root of the contract ("wesentliche
Vertragspflichten"). However, Claims for
Damages arising from a breach of a condition which
goes to the root of the contract shall be limited
to the foreseeable damage which is intrinsic to
the contract, unless caused by intent or gross
negli-gence or based on liability for injury of
life, body or health. The above provi-sion does
not imply a change in the burden of proof to the
detriment of the Purchaser.
To the extent that the Purchaser has a valid Claim
for Damages according to this Art. XI, it shall
be time-barred upon expiration of the limitation
period applicable to Defects pursuant to Art.
VIII No. 2. In the case of claims for damages
under the German Product Liability Act, the statutory
provisions governing limitation periods shall
XII. VENUE AND APPLICABLE LAW
If the Purchaser is a businessperson, sole venue
for all disputes arising directly or indirectly
out of the contract shall be the Supplier's place
of busi-ness. However, the Supplier may also bring
an action at the Purchaser's place of business.
Legal relations existing in connection with this
contract shall be governed by German substantive
law, to the exclusion of the United Nations Convention
on Contracts for the International Sale of Goods
XIII. SEVERABILITY CLAUSE
The legal invalidity of one or more provisions
of this contract shall in no way affect the validity
of the remaining provisions. This shall not apply
if it would be unreasonable for one of the parties
to continue the contract.