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General Terms and Conditions of Grüninger Electronics GmbH

§ 1 General – Scope

  1. All deliveries, services and offers of Grüninger Electronics GmbH (hereinafter referred to as “Grüninger”) are subject exclusively to these General Terms and Conditions. These are an integral part of all contracts that Grüninger concludes with its contractual partners (hereinafter also referred to as “customers”) for the deliveries or services offered by Grüninger. These General Terms and Conditions of Business shall also apply to all future contracts with Grüninger. These General Terms and Conditions of Business are addressed only to entrepreneurs within the meaning of Section 310, paragraph 1 of the German Civil Code (BGB).
  2. Grüninger shall conclude contracts exclusively under the application of these General Terms and Conditions of Business. Grüninger does not recognize any terms and conditions of the customer that conflict with or deviate from Grüninger's General Terms and Conditions, unless Grüninger has expressly agreed to them in writing. Grüninger's General Terms and Conditions shall also apply if Grüninger, being aware of terms and conditions of the customer that conflict with or deviate from Grüninger's General Terms and Conditions, carries out delivery to the customer without reservation.

§ 2 Offer and conclusion of contract, description of services

  1. All offers from Grüninger are non-binding and subject to change, unless they are expressly marked as binding or contain a specific acceptance period. Orders placed with Grüninger can be accepted by Grüninger within 2 weeks either in text form or the acceptance takes place by delivery of the ordered goods.
  2. Quotation documents must not be made accessible to unauthorized third parties and must be returned to Grüninger on request if the order is not placed. If applicable, any copies made must be destroyed if they are no longer required by the customer in the ordinary course of business. Excepted from this is the storage of data provided in electronic form for the purpose of customary data backup.
  3. The contract shall only come into effect upon confirmation of the order in text or electronic form or, if a binding offer has been issued by Grüninger, upon acceptance of such an offer by the customer in text or electronic form or upon delivery of the ordered goods by Grüninger. The legal relationship between Grüninger and the customer shall be governed solely by the contract documented in this way, including these General Terms and Conditions. This reflects all agreements between the parties to the contract in relation to the subject matter of the contract. Verbal promises made by Grüninger before the conclusion of this contract are not legally binding and verbal agreements between the parties to the contract are replaced by the contract in text or electronic form, unless otherwise expressly agreed between the parties to the contract.
  4. Amendments and modifications to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. With the exception of managing directors or authorized signatories, Grüninger's employees are not authorized to make verbal agreements that deviate from the written agreement. To comply with the written form requirement, transmission by means of telecommunication, in particular by fax or e-mail or electronic ordering system, is sufficient.
  5. Information provided by Grüninger on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately decisive, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or characterizations of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible provided that they do not impair usability for the contractually intended purpose.
  6. Grüninger retains ownership or copyright of all offers and quotations it submits, as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids provided to the customer. Without the express consent of Grüninger, the customer may not make these objects or the contents thereof accessible to third parties, disclose them, use them itself or through third parties or reproduce them. At the request of Grüninger, the customer shall return these objects to Grüninger in full and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The storage of electronically provided data for the purpose of customary data backup is excepted from this.
  7. As part of the quality agreement, Grüninger may, when manufacturing a delivery item, replace components contained in the customer's drawings with similar components, unless otherwise expressly agreed, or if the functionality of the delivery item is restricted as a result, or if the customer cannot reasonably be expected to accept the replacement.
  8. Insofar as Grüninger is contractually obliged to inspect a delivery item as part of production or before delivery as part of the service, it is part of the service description that Grüninger is entitled to make minor shifts in test points within the tolerance range or comparable adjustments to the inspection process, provided that this results in an inspection of at least equivalent quality, unless otherwise expressly agreed or the adjustment is unreasonable for the customer.

§ 3 Delivery and delivery time

  1. Unless otherwise agreed in the order confirmation, delivery shall be EXW at the registered office of Grüninger Incoterms 2020. Delivery periods and delivery dates refer to delivery to the delivery location, i.e. the time of provision for acceptance by the freight forwarder, carrier or other third party commissioned with the transport at the registered office of Grüninger EXW Incoterms 2020.
  2. The delivery period shall commence upon dispatch of the order confirmation, but not before the customer has provided the documents, approvals and releases to be procured by him. Likewise, the delivery period shall commence at the earliest upon receipt of any materials to be provided by the customer. Periods and deadlines for deliveries and services promised by Grüninger are always only approximate, unless a fixed period or a fixed deadline has been expressly promised or agreed.
  3. Grüninger shall not be liable for the impossibility of delivery or for delays in delivery insofar as these are due to force majeure or other events that could not be foreseen at the time of the conclusion of the contract (e.g. operational disruptions of any kind, pandemics, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in procuring necessary official permits or official measures) for which Grüninger is not responsible. Such an event shall also be deemed to exist if Grüninger's supplier fails to deliver, delivers incorrectly or fails to deliver on time (reservation of self-supply), provided that Grüninger is not responsible for such failure and has concluded a congruent hedging transaction at the time of the conclusion of the contract. The reservation of self-supply shall not apply if it is clear from the contractual agreement that Grüninger has assumed a procurement risk despite the reservation of self-supply. Grüninger shall inform the customer without delay of all events causing a delay in delivery and shall at the same time notify the customer of the expected new delivery period. If such events make it considerably more difficult or impossible for Grüninger to provide the delivery or service and if the hindrance is not only of a temporary duration, Grüninger shall be entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to Grüninger.
  4. Partial deliveries are only admissible if the partial delivery can be used by the customer within the scope of the intended contractual purpose, the delivery of the remaining goods ordered is ensured and the customer does not incur any significant additional expenses or costs as a result (unless Grüninger declares its willingness to bear these costs).

§ 4 Place of performance, transfer of risk and acceptance

  1. The place of performance for all obligations arising from the contractual relationship is the registered office of Grüninger. According to § 3 section 1 of these General Terms and Conditions, the risk shall pass to the customer at the latest when the delivery item is made available to the forwarding agent, carrier or other third party designated to carry out the shipment at Grüninger's place of business in accordance with the delivery clause EXW Incoterms 2020, unless otherwise agreed with regard to the delivery. Grüninger has no obligation to the customer to take out an insurance policy. If shipment or handover is delayed due to circumstances caused by the customer, the risk shall pass to the customer if the delivery item is ready for shipment at the delivery date and Grüninger has notified the customer accordingly.
  2. Storage costs incurred after the transfer of risk shall be borne by the customer. If Grüninger stores the goods, the storage costs shall be (0.25) % of the invoice amount for the delivery items to be stored for each full week. The right to claim and prove higher or lower storage costs remains reserved.
  3. Delivered items are to be accepted by the customer, even if they show insignificant defects, without prejudice to the rights under § 6.

§ 5 Prices and payment terms

  1. Prices are valid per order, unless otherwise expressly agreed in writing. If a delivery by Grüninger is made more than four months after the conclusion of the contract, without Grüninger being at fault, Grüninger is entitled to increase the selling price in line with the increase in its own production costs, without this entailing an increase in the revenue for the ordered product.
  2. Unless otherwise agreed in writing, the prices shall apply “ex works” Grüninger excluding packaging, transport, handling costs or legalization costs for export or export costs etc. The total price shall be exclusive of statutory value added tax. The costs of transit and import shall be borne by the customer.
  3. Invoice amounts shall be payable within 14 days without any deduction, unless otherwise agreed in text form. The date of receipt by Grüninger shall be decisive for the date of payment. If the customer fails to pay by the due date, interest shall be charged on the outstanding amounts at a rate of 5% p.a. from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
  4. The customer shall only have rights of set-off or retention if its counterclaims have been legally established, are undisputed or have been recognized by Grüninger. Furthermore, the customer is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
  5. Grüninger is entitled to make outstanding deliveries or provide outstanding services only against advance payment if, after the contract has been concluded, it becomes aware of circumstances that are likely to significantly reduce the creditworthiness of the customer and as a result of which payment by the customer of the outstanding claims of Grüninger under the respective contractual relationship (including other individual orders to which the same framework contract applies) is jeopardized.

§ 6 Securing of claims and reservation of title

  1. Grüninger retains title to the delivery item until receipt of the respective payment from the corresponding delivery contract.
  2. In the event of attachments or other interventions by third parties, the customer shall notify Grüninger in writing without delay so that Grüninger can file a suit in accordance with § 771 ZPO (Code of Civil Procedure). If the third party is unable to reimburse Grüninger for the judicial and extra-judicial costs of a suit in accordance with § 771 ZPO, the customer shall be liable to Grüninger for the loss incurred.
  3. The customer is entitled to resell delivery items in the ordinary course of business. The customer hereby assigns to Grüninger all claims in the amount of the final invoice amount, including value added tax in the amount of the claims, which accrue to the customer from the resale, irrespective of whether the delivery item is resold without or after processing. The customer remains authorized to collect these claims even after the assignment. Grüninger's authority to collect the claim itself remains unaffected. However, Grüninger undertakes not to collect the claim as long as the customer meets its payment obligations from the collected proceeds, is not in default of payment and, in particular, has not filed for bankruptcy or ceased payments. If any of the above should occur, however, Grüninger may demand that the customer disclose the claims assigned to Grüninger and the identity of the debtors, provide all information necessary for collection, hand over the associated documents and notify the debtor (third party) of the assignment.
  4. Processing of the delivery item by the customer is always carried out for Grüninger, without Grüninger incurring any obligations towards the customer as a result. If the delivery item is processed with other items not belonging to Grüninger, Grüninger acquires co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title.
  5. If the delivery item is inseparably mixed with other items not belonging to Grüninger, Grüninger shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other mixed items at the time of mixing. If the mixing is done in such a way that the customer's item is to be regarded as the main item, it is deemed to be agreed that the customer transfers co-ownership to Grüninger on a pro rata basis. The customer also holds the sole ownership or co-ownership thus created in safe custody for Grüninger.
  6. Grüninger undertakes to release the securities to which Grüninger is entitled at the customer's request to the extent that the realizable value of the securities for Grüninger exceeds the claims to be secured by more than 10%; the choice of the securities to be released is at Grüninger's discretion.

§ 7 Warranty, liability

  1. The statutory warranty rights shall apply. Unless otherwise agreed, it is not the subject matter of the goods' properties that the goods satisfy the regulations applicable outside the EU for use for the purpose intended by the client. The client shall check this at its own responsibility. Claims for defects on the part of the client presuppose that the client has properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). In the event of defects in the delivered items, Grüninger is obliged and entitled, at its discretion and within a reasonable period of time, to rectify the defect or supply a replacement.
  2. Warranty rights become time-barred one year after the transfer of risk. This reduction of the limitation period shall not apply to claims based on intent and gross negligence, to claims for damages due to culpable injury to life, limb or health, nor to claims based on fraudulent concealment of a defect, in the context of a guarantee promise or the assumption of a procurement risk, and not to recourse claims in the event of resale within the meaning of §§ 445a-c BGB.
  3. Grüninger shall be liable for damages in the event of intent and gross negligence, in the event of culpable injury to life, limb or health, in the event of defects that Grüninger has fraudulently concealed, within the scope of any guarantee promise or assumption of a procurement risk and for recourse claims in the event of resale within the meaning of §§ 445a-c BGB, in the event of default, insofar as a fixed delivery date had been agreed and in the case of liability under the Product Liability Act. In the event of culpable violation of essential contractual obligations (the fulfillment of which is essential for the proper execution of the contract and on the observance of which the client may regularly rely), Grüninger shall also be liable for slightly negligent violations, but then limited to reasonably foreseeable damage typical of the contract. Otherwise, claims for damages are excluded, regardless of the legal basis. The limitation of liability applies to claims for reimbursement of expenses in accordance with § 284 BGB.

§ 8 Collection and processing of personal data

The collection and processing of personal data is carried out in accordance with Grüninger's data protection declaration.

§ 9 Final provisions

  1. Should any of the above provisions be invalid or unenforceable or contain a regulatory gap, the validity of the remaining provisions shall not be affected. In the event of regulatory gaps, the parties are obliged to agree on a new provision that comes as close as possible to the invalid or unenforceable provision.
  2. The law of the Federal Republic of Germany (excluding the UN Sales Convention) shall apply to the contractual relationship between the parties.
  3. For all disputes arising from the contractual relationship, if the client is a merchant, a legal entity under public law or a special fund under public law, the action is to be brought at the registered office of Grüninger. Grüninger is also entitled to bring an action at the headquarters of the client.