1.       General information

1.1     The following General Terms and Conditions of Business apply to all contracts entered into by Dickert Electronic GmbH (hereinafter also referred to as the “Seller”) and the Customer or Buyer. Contrary and/or supplementary agreements are subject to the written form. This also applies to amendments to the written form requirement.

1.2     Customers of Dickert Electronic GmbH can only be entrepreneurs. An entrepreneur is to be considered any natural or legal person or a legally viable partnership upon entering into a legal transaction acting by way of performing their commercial or self-employed professional activity. Therefore, unless the Customer expressly states to the contrary at the time of entering into a contract, or Dickert Electronic GmbH was otherwise aware, declarations of intent by the Customer aimed at entering into a contract are deemed to be such declarations as are made in exercising a commercial or self-employed activity.

 

2.        Entering into a contract

2.1     Based on online orders via the internet or other orders, the Customer submits an offer to enter into a purchase contract for these items. Notification by Dickert Electronic GmbH that it has received the offer does not constitute an acceptance of the offer; rather, this notification only serves to inform the Customer that Dickert Electronic GmbH has received the offer.

2.2     Dickert Electronic GmbH reserves the right to accept the Customer’s offer to enter into a purchase contract within 14 days by issuing an explicit order confirmation regarding the ordered items. The contract is only brought about by way of an order confirmation by Dickert Electronic GmbH.

2.3     Dickert Electronic GmbH does not assume any procurement risk, and reserves the right to withdraw from the contract in the event of full or partial untimely, complete or proper self-delivery by suppliers. Dickert Electronic GmbH will inform the Customer about self-delivery problems without delay. In the event of withdrawal in accordance with this clause, Dickert Electronic GmbH will without delay refund to the Customer any consideration already received. The provisions of this sub-section do not affect liability on the part of Dickert Electronic GmbH for intent or negligence in accordance with the liability regulations of these General Terms and Conditions of business in accordance with sub-section 10.

 

3.      Prices

3.1     All prices quoted by Dickert Electronic GmbH are net prices. In the event of cross-border deliveries, additional taxes (e.g. in the case of an intra-community purchase) and/or duties (e.g. customs duties) may be incurred in individual cases, which must then be paid by the Customer.

 

4.       Terms and conditions of payment

4.1     The Customer may only pay by bank transfer or in cash if the Customer has agreed to collect the goods.

4.2     All amounts are to be paid without any deductions no later than 21 days following receipt of a request for payment. Crediting amounts to Dickert Electronic GmbH is authoritative with regard to payment made in good time. If collection by the Customer has been agreed, payment must be made on the agreed collection date. If one of the aforementioned periods expires unsuccessfully, the Customer shall be in default of payment without further explanation.

 

5.      Terms and conditions of delivery and shipping; passing of risk

5.1     Products are delivered by dispatch - except in the case of collection by the Customer.

5.2     Additional costs are incurred for the shipment of the goods, which are to be borne by the Customer. The delivery and shipping costs incurred and to be borne by the Customer are, therefore, not included in the purchase price. Their amount depends on the respective goods for which a contract was established by Dickert Electronic GmbH and the Customer.

5.3     The Customer undertakes to provide the correct and complete delivery address in the event of shipment when placing the order. If the Customer provides incorrect and/or incomplete address data, this will result in additional costs for the shipment - such as additional shipping costs - which must be borne by the Customer.

 

6.      Right of retention

Setting-off by the Customer is only permissible with undisputed or legally established counterclaims. This does not apply to counterclaims that are in a reciprocal relationship to the claim of Dickert Electronic GmbH against which the set-off is to be made. Sentence 1 applies accordingly to the assertion of a right of retention by the Customer.

 

7.      Reservation of title

7.1    The goods delivered by the Seller to the Buyer shall remain the property of the Seller until payment in full of all the Seller’s claims against the Buyer arising from the business relationship and which exist at the time of delivery and until payment has been made. This shall also apply if the Seller’s individual claims are included in a current account and, as a result of an acknowledgement of the balance, the claim to the balance takes the place of the individual claims (current account reservation).

7.2     The Buyer shall be entitled to resell, process or install the reserved goods only subject to the following provisions and only on condition that the claims in accordance with Section 7.3. are actually transferred to the Seller. The entitlement ends with revocation by the Seller as a result of a sustained deterioration in the Buyer’s financial situation. It shall also end without revocation upon the existence of a reason in accordance with insolvency law for the institution of insolvency proceedings - i.e. in particular upon the occurrence of the Buyer’s inability to pay - furthermore also without a reason for the institution of insolvency proceedings upon receipt by an insolvency court of an application for the institution of insolvency proceedings regarding the Buyer’s assets.

7.3     If the reserved goods are processed by the Buyer to form a new movable item, the processing shall be carried out on behalf of the Seller without the Seller being placed under obligation as a result. The Seller shall acquire direct ownership of the new item. In the event of processing, mixing or blending with goods that are not the Seller’s property, the Seller shall acquire co-ownership of the new item in the proportion of the invoice values of its reserved goods to those of the total value.

7.4 a) To secure the Seller’s rights, the Buyer hereby assigns to the Seller its future claims resulting from the resale of the reserved goods - in the event of co-ownership of the Seller in the reserved goods in accordance with its co-ownership share - with all ancillary rights. The Seller accepts this. The same applies to other claims that take the place of the reserved goods or otherwise arise in respect of the reserved goods, such as balance claims, insurance claims or claims in tort in the event of loss or destruction.

 

 

b) If reserved goods are installed by the Buyer in a plot of land/building, the Buyer hereby assigns to the Seller the resulting claim for remuneration or from the resale of the plot of land/building in the amount of the invoice values of the goods subject to retention of title with all ancillary rights including a claim for the granting of a security mortgage with priority over the rest. The Seller accepts this.

c) If the Buyer has sold the claim within the framework of genuine factoring, the Seller’s claim shall fall due immediately, the Buyer shall assign to the Seller the claim against the factor taking its place, and shall without delay forward payments of the factor to the Seller. The Seller accepts this.

d) Sub-section 7.2. shall apply accordingly to the Buyer’s authorisation to collect the assigned claims. If the Buyer’s right to collect ends, the Buyer shall enable the Seller to collect the claims.

7.5     The Buyer shall store the reserved goods on the Seller’s behalf free of charge. The Buyer shall insure them against the usual risks such as fire, theft, water to the usual extent.

7.6     All claims as well as the rights arising from the reservation of title to all special forms stipulated in these terms and conditions shall remain valid until full release from contingent liabilities (e.g. liability for bills of exchange) entered into by the Seller in the Buyer’s interest.

 

8.      Notification of transport damage

8.1     The Customer shall support Dickert Electronic GmbH to the best of its ability in the event of transport damage during the agreed shipment of the goods, insofar as claims are asserted against the relevant transport company or transport insurance.

8.2     The Customer undertakes to check the delivered goods without delay upon delivery for externally visible transport damage and, in the event that the delivery is accepted despite visible transport damage, note the damage on the respective shipping documents upon acceptance, have the notes acknowledged by the delivery agent and retain the packaging.

8.3     The Customer is to notify Dickert Electronic GmbH in writing of transport-related losses or other transport damages that are not externally visible upon delivery within 5 days after delivery or within 7 days after delivery to the transport company in order to ensure that any claims of Dickert Electronic GmbH against the transport company can be asserted in due time.

8.4     The provisions of sub-sections 8.1 and 8.2 of these General Terms and Conditions of Business shall not affect any rights and claims of the Customer, in particular the Customer’s rights in the event of defects of the goods. These, therefore, do not include any exclusion period for the Customer’s rights in accordance with Section 9 of these General Terms and Conditions of Business.

 

9.       Warranty conditions

9.1    Damage caused by improper use or handling of the item by the Customer is not covered by the warranty.

9.2    The Customer undertakes to check the delivered goods for defects without delay after delivery and, if a defect is identified, notify Dickert Electronic GmbH in writing (by letter, fax or e-mail) within 2 weeks after delivery. If a defect is identified at a later date, the Customer undertakes to notify Dickert Electronic GmbH in text form within two weeks following identification. Timely dispatch of the notification is sufficient to honour the deadline. If the Customer fails to notify Dickert Electronic GmbH of defects in good time, the goods shall be deemed approved and any claims of the Customer based on liability for defects shall be excluded.

9.3    The limitation period for a Customer’s rights in the event of defects in a new item is one year. If a Customer purchases a used item, there shall be no warranty claims; this shall also apply to defects that arose after entering into a contract but before the passing of risk. The limitation period begins in each case with delivery of the items to the Customer.

9.4    The provisions of sub-sections 9.1 to 9.3 of these General Terms and Conditions of Business  shall not affect the recourse claims of entrepreneurs specified in Sections 478, 479 BGB (German Civil Code).

9.5    The above exemptions from the statute of limitations and limitations of liability shall not apply if, and to the extent that, Dickert Electronic GmbH is liable according to sub-section 10 of these General Terms and Conditions of Business, or if the matter concerns the right in rem of a third party on the basis of which the return of the item can be demanded.

 

10.     Liability provisions

10.1 Dickert Electronic GmbH is liable without limitation for damages resulting from loss of life, physical injury or detrimental effects on health, for claims of the Customer according to the German Product Liability Act, in the case of provision of a guarantee as well as for such damage that is based on the breach of contractual obligations, the honouring of which is a prerequisite for the proper execution of the contract, in particular main contractual obligations (cardinal obligations). In the latter case, Dickert Electronic GmbH’s liability in the event of ordinary negligence is limited to the foreseeable damage that is typical for the contract.

10.2 Any further-reaching liability is excluded.

 

11.    Final provisions

11.1   Applicable law is the law of the Federal Republic of Germany.

11.2   The provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) shall not apply.

11.3   If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from this contractual relationship shall be the registered office of Dickert Electronic GmbH. The exclusive place of jurisdiction for all disputes arising from this contract is the place of business of Dickert Electronic GmbH if the Customer is an entrepreneur and has no general place of jurisdiction in Germany, or in the event that the Customer’s usual place of residence is unknown at the time the action is brought. This does not affect Dickert Electronic GmbH’s right to bring an action before the court at another statutory place of jurisdiction.