Terms and conditions of GAD Elektronik-Komponenten Vertriebs GmbH, as of 01.01.2015
Note: in case of unclarity or dispute, the German version of the Terms and Conditions shall be binding.
1.1 The following terms and conditions apply to sale and delivery of goods and services provided by GAD insofar as no other special terms or conditions are agreed. No other terms or conditions shall be assumed to apply if a customer or business partner makes no explicit mention of them.
2. Products and Services:
2.1 GAD products are subject to confirmation.
2.2 Orders and contracts for services are to be made in writing to GAD and are binding only when acknowledged in writing by GAD. The same applies to changes to orders and service contracts.
3. Delivery and Responsibility for Damage in Transit:
3.1 Delivery dates are assumed to be approximate unless otherwise specifically noted in writing as a fixed date. Partial deliveries of parts and services are allowed. GAD reserves the right to terminate contracts with suppliers of parts if the parts fail to be delivered or delivered on time, or if the parts delivered are not correct.
3.2 Should GAD fail to deliver goods, parts, or services on time, the customer is permitted to set a final delivery date past which the customer may terminate the order or service contract, if he so chooses. In case of partial delivery, if the customer has already received some parts, he may withdraw from the contract for the parts already received only if he can show that they are useless to him without the parts as yet undelivered.
3.3 Packaging is effected with great care at our facility in Plankstadt (INCOTERMS:EXW); responsibility for reclamations due to damage in transit passes to the customer as soon as the goods leave the factory.
3.4 GAD reserves the right to change specifications at any time without notice. GAD reserves the right to deliver parts from other suppliers than those ordered, insofar as the technical specifications are equivalent to or insignificantly divergent from those ordered, and insofar as the price is the same as the parts ordered -- or, in case of higher specifications, only slightly higher than the price of the parts ordered.
3.5 In case of electronic and electro-mechanical parts, GAD may, at its discretion, deliver packaged units consisting of more or fewer items up to 10% of the ordered quantity, and invoice same.
4.1 All prices are net, plus applicable taxes. GAD may also be legally required to apply surcharges, for example for precious metals.
4.2 In case of contracts with a delivery period in excess of 4 months, or a specified delivery plan (regardless of duration), in which the contract has been sealed but delivery has not yet been completed, if the prices of components should rise significantly, or the cost of acquiring them should rise significantly (such as through exchange rates), GAD may, at its discretion, adjust its price to the customer. “Significant” shall be deemed to apply at 5% or more. The customer may, at his discretion, accept the price rise or withdraw from the contract without prejudice to his other rights and obligations. Fixed prices must be agreed in advance and in writing, and do not, in any case, apply to spares or changed quantities ordered at a later time by the customer.
5.1 Payment method and period are specified in the order confirmation.
5.2 A surcharge will be applied to payments in arrears amounting to 4% above the current overdraft charge assessed by the Deutsche Bank, but in any case a minimum of 8% per annum.
5.3 Compensation will be paid by GAD only in cases of proven fault or legal demand, with the express consent of GAD.
61. GAD is responsible for defective goods, failure to meet specifications, and delivery of goods not as ordered, according to the following terms.
6.2 Reclamations in the sense of 6.1 and divergences of quantity (except as specified in 3.5 above) are to be reported immediately upon receipt by the customer to GAD in writing or by fax, specifying the nature of the issue. This does not release the customer from obligation to pay the invoice. If defective parts are discovered during operation of the device, operation must cease immediately (to prevent possible further damage); the same applies to repaired parts or newly installed spare parts. In case of parts upgraded by GAD, the original guarantee period is not adversely affected or interrupted.
6.3 Reclamations will be made good by GAD, solely at GAD’s discretion, either by replacement of the defective parts by similar or improved parts, free of charge. Should GAD fail to meet its obligation to provide satisfactory goods or services in a timely fashion, as set out in writing, the customer may, at his discretion, withdraw from the contract or demand a price reduction.
6.4 Return of goods due to reclamation or withdrawal from the contract as set out in 6.3 is permitted only in agreement with GAD, and only with respect to the invoice pertaining to the damaged or unsatisfactory items as set out in 6.2. GAD assumes responsibility for returned items when they arrive at the production facility.
6.5 The guarantee period is determined by law and is valid from the time of receipt of goods by the customer (or his designated recipient). The guarantee is invalidated immediately any changes to the device are implemented, or use of the device contrary to that for which it was intended or designed, or, in case of returns, if not adequately packaged.
6.6 GAD cannot guarantee that the device is fit for the customer’s purpose. This applies also to changes to the specification by the manufacturer. GAD assumes no liability for issues arising from possible legal restrictions on the use or export of the device or parts (such as customs or trade restrictions, embargoes, etc.).
6.7 GAD assumes no liability for the usefulness or appropriateness of the goods for the purpose to which customer puts them.
Information, advice, and recommendations pertaining to usefulness, compatibility, and performance, above and beyond the technical specifications supplied by the manufacturer, are binding only insofar as they are issued by GAD in writing to the customer (or other interested parties).
7. Retention of Title:
7.1 All delivered goods remain the property of GAD until payment in full is received, including but not limited to net price, applicable taxes, surcharges, and possible legal costs, notwithstanding any open dispute of whatever nature.
7.2 Goods being assembled or repaired count as in clause 7.1, according to § 950 BGB without obligating GAD.
8. Limitation of liability: GAD is liable for damages within a specified contract or outside a specified contract resulting from gross negligence. GAD will not under any circumstances be liable for any damages whatsoever, including any special, indirect, incidental, consequential or exemplary damages resulting from the use or loss of use of the device, due to any cause, even if the customer has been advised of the possibility of such damages. Statutory laws may grant the customer additional rights.
9. Final Clause
9.1 The customer may transfer his rights vis a vis GAD to a third party only in writing and only in agreement with GAD.
9.2 GAD processes data pertaining to customers in accordance with German federal data protection law (BDSG).
9.3 GAD is located in Plankstadt, Germany; the court of jurisdiction is Heidelberg, Germany. The law of Germany shall apply, regardless whether the customer or other business partner of GAD is resident in Germany or a German national.
9.4 Should any clause of this statement of terms and conditions be rendered ineffective or invalid in law, the remaining clauses shall remain in effect. Any clause which may be rendered invalid or ineffective in law shall be re-negotiated by a new clause to achieve as nearly as legally possible the intended result.
9.5 This is a translation. The German version shall prevail in the event of disputes regarding the interpretation.