General Terms and Conditions

(1) Our offers are non-binding, unless otherwise provided for in writing. An order shall not be deemed accepted until we have confirmed it in writing. Likewise, technical descriptions and other details in offers, brochures and other information are initially non-binding.

(2) All agreements, declarations and other information must be in writing to be valid; telephone calls must be confirmed in writing. A fax confirmation is sufficient to fulfil the written form requirement.

(3) Our employees are not authorised to make verbal agreements that go beyond the content of the written contract.

(4) The subject matter of the contract is the project described in the order and our order confirmation. Details are set out in the specifications, insofar as these have been agreed with us in writing and are binding. In accordance with the content and nature of research, development and service contracts, service contract law shall apply to our legal relationship with the client, unless otherwise stipulated below or in individual contracts.

(1) The documents, drawings, weight specifications, samples, etc. enclosed with our offer are only approximate unless otherwise stated in the offer.

(2) We expressly reserve the right to make changes to the design, layout, choice of materials and manufacture even after the order confirmation has been sent, as long as this does not change the price and/or the essential functional data or the delivery time and this is reasonable for the customer.

(3) The scope of our obligation to perform shall be determined by our written order confirmation, if applicable in conjunction with the specifications, if these have been accepted by us in writing.

(1) The delivery time stated by us in the order confirmation is non-binding, unless otherwise agreed.
otherwise agreed in writing. Correct and timely self-delivery remains expressly excluded.
reserved. The delivery period begins with the date of dispatch of our order confirmation, but not before complete clarification of all technical details.

(2) If despatch is delayed at the customer’s request or for other reasons beyond our control, we shall be entitled to cancel the order.
In the event that the delivery is delayed for reasons for which the customer is responsible, the customer shall bear the additional costs incurred as well as the risk of accidental loss or accidental deterioration of the delivered goods from the time of notification of readiness for dispatch.

(3) In the event of storage at our works (or at our authorised representatives), we shall be entitled to charge at least 0.5% of the price of the delivery for each month of storage commenced. We reserve the right to assert further claims.

(4) We reserve the right to make partial deliveries and early deliveries.

(5) In the event of a delay in delivery for which we are responsible, the customer shall be entitled to claim damages of up to 0.5 % of the delivery value per full week of delay, up to a maximum of 5 %. If, in the event of a delay in delivery, the customer sets us a reasonable period of grace under the circumstances and this expires without success, the customer shall be entitled to withdraw from the contract. The period of grace set must be at least 15 working days for development services. After its fruitless expiry, the customer shall be entitled to withdraw from the contract in writing. Damages in lieu of performance shall be limited to 50% of the damage incurred; however, only the foreseeable damage typical of the contract shall be taken into account. The above provisions shall apply accordingly if we only partially fulfil the service. The prerequisite for the demand for compensation instead of fulfilment is that the breach of duty for which we are responsible is not insignificant.

(6) The above provision shall not apply if the contract is a transaction for delivery by a fixed date within the meaning of Section 376 HGB. The same shall apply if the customer’s interest has ceased to exist as a result of the delay.

(7) Compliance with the delivery period by us presupposes the timely and proper fulfilment of the customer’s contractual obligations, in particular his payment obligations.

(8) If partial services are reasonable for the client and ultimately have no influence on the planned scope of services and the planned performance period, these can be carried out and invoiced.

(9) The schedule agreed in the order confirmation shall apply to the performance of development work. In accordance with the development nature of the projects, the dates and deadlines agreed in the schedule are only guidelines, unless expressly agreed otherwise in writing. In any case, the specification of performance deadlines and dates is subject to the contractual co-operation of the client. In any case, the following acts of co-operation are owed by the client:

(a) Like us, it appoints a contact person with all the necessary competences at the latest at the start of the project.

(b) It shall ensure that we have access to its development areas to the extent necessary for the realisation of the project in terms of content and time.

(c) He shall provide us with a suitable e-mail account for the exchange of data and information for the duration of the project.

Compliance with our performance obligation requires the timely and proper fulfilment of the client’s obligations. If the client is in arrears with the payment of an earlier service, we shall be entitled to withhold our services. The client cannot derive any rights from the justified retention

(10) If we ourselves are not supplied correctly or on time, although we have placed sufficient orders with reliable suppliers, we shall be released from our obligation to perform and may immediately withdraw from the contract.

(11) If an agreed deadline cannot be met due to temporary obstacles to performance for which we are not responsible (e.g. insufficient self-supply, force majeure, energy and raw material shortages, labour disputes, traffic disruptions, illness) at our premises or those of our suppliers, it shall be extended accordingly. We shall inform the customer of such a case immediately. If the impeding circumstances still persist one month after expiry of the agreed deadline, either party may withdraw from the contract in writing. Further claims due to exceeding the performance deadline for which we are not responsible are excluded. The above provision shall apply accordingly if the aforementioned impediments to performance arise during an existing delay.

(12) Claims of the client due to the exclusion of the obligation to perform and due to an obstacle to performance upon conclusion of the contract shall be limited to 50% of the damage or expense incurred; however, only the foreseeable damage or expense typical for the contract shall be taken into account here. The same applies if we only partially fulfil the service.

(13) The statutory liability for damages resulting from injury to life, body or health, which are based on a breach of duty for which we are responsible, for other damages, if the breach of duty is based on intent or gross negligence. Our liability shall be limited to the foreseeable damage typical of the contract if the breach of duty constitutes a breach of a material contractual obligation. Sentences 5 and 9 apply accordingly to a breach of duty by our legal representative or vicarious agent.

(1) The risk shall pass to the customer ex our works or ex our distribution centre (EXW according to INCOTERMS 2010), also insofar as partial deliveries are made.

(2) Dispatch shall be at the customer’s expense and risk; if no dispatch instructions are given by the customer, we shall choose the cheapest means of transport and the cheapest transport route.

(3) The costs of packaging shall be charged at cost price, unless otherwise agreed.

(4) We reserve the right to take out transport insurance. In the event of transport damage, settlement shall be made in accordance with our insurance conditions upon presentation of the following documents:
(a) Record of facts of the transport institution (e.g. forwarder’s receipt),
(b) Original consignment note,
(c) Transfer of claims arising from the damage incurred.

(5) The customer is obliged to notify us in writing of any transport damage that has occurred within 8 days of receipt of the consignment. The defective parts are to be returned free our works or free our respective distribution centre.

(1) Our prices are quoted in Euro plus VAT at the applicable statutory rate, to be shown separately, and, in the case of delivery ex works of CME Control Motion Electronics GmbH, excluding packaging, transport and insurance.

(2) Our prices are based on the cost factors applicable at the time of submission of the offer (order confirmation). If these change between the time of conclusion of the contract and the time of delivery of the goods, we reserve the right to change the price in reasonable proportion to the increased costs.

(3) All payments by the customer are to be made by bank transfer without any deductions to our bank account on the specified dates. The customer shall only be entitled to set-off rights with undisputed or legally established claims; in these cases the customer shall also be authorised to withhold payment. He is also authorised to withhold payment if the reason for the right of retention is a defect in the delivery for which we are responsible; in these cases, the right of retention may only be exercised in proportion to the defect.

(4) If changes occur in the financial circumstances of the customer after the date of dispatch of our order confirmation which are likely to jeopardise the fulfilment of the payment obligations, we shall be entitled to withhold delivery of the goods or to demand security; if the customer does not comply with our request for security within a period of 10 working days, we shall be entitled to withdraw from the contract and, in addition to the remuneration for all services rendered to date, may demand compensation for standby costs in the amount of a monthly average remuneration calculated on the basis of the average of the last 3 months. If the project has not yet been running for 3 months, the average monthly remuneration shall be calculated according to the shorter term of the project. This does not exclude the assertion of higher damages. The client is entitled to prove that no expenses or damages were incurred at all or that they were significantly lower than the lump sum.

(5) Our representatives and travellers are not authorised to accept payments or means of payment unless they are authorised to collect payments.

(6) Forms of payment other than bank transfers require special written agreement. Any costs incurred on both sides shall be borne by the client.

(7) If the customer is in default of payment, we shall be entitled to charge default interest in the amount of 5% above the respective base interest rate.

(1) In the event of a defect, we shall be liable by rectifying defects in design, manufacture, colour, quality or other design at our discretion and free of charge within a reasonable period of time, either by rectifying the defect free of charge or by delivering a defect-free item. Any replaced parts shall be returned to us on request; the cancellation rules shall apply in this respect. Replaced parts shall become our property.

(2) We shall only be liable for defects in the goods and parts delivered according to reference and approval samples that have occurred and have been notified in good time if the delivered parts deviate from the reference and approval samples submitted to the customer and found to be good. Inadequate or insufficient functional testing of this sample by the customer shall be at the customer’s expense and shall release us from liability for defects and from any other liability.

(3) Our liability for defects presupposes that the customer has notified us in writing of recognisable defects in accordance with § 377 HGB (German Commercial Code) within a period of 10 days after receipt of the goods. Defects occurring at a later date must be notified in writing within the same period, calculated from the date of discovery. In the case of development projects, we shall always provide our services on the basis of the generally recognised rules of technology and the state of the art known to us at the time of execution of the project and in compliance with the care customary in the industry.

(4) Our liability for defects further presupposes that the goods have been properly assembled, commissioned and used in strict compliance with our operating instructions

(5) If the subsequent fulfilment fails, the client is entitled under the legal requirements as well as the additional requirements of the following sentence 2,
(a) if, as is usually the case, our service was the subject of the contract, to demand a reduction of the remuneration (reduction),
(b) if, in exceptional cases, our work performance was the subject matter of the contract, to withdraw from the contract or demand a reduction in price at its discretion.
The setting of a deadline and the exercise of the right of cancellation or reduction require a written declaration in each case.

(6) Unless otherwise stated below (paragraphs 7 to 11), further claims of the client – regardless of the legal grounds – are excluded. In particular, we are therefore not liable for damages that have not occurred to the object of performance itself (e.g. loss of profit or other financial losses). This does not affect any liability arising from a guarantee or fraudulent intent.

(7) Insofar as the cause of the damage is based on intent or gross negligence, the statutory provisions shall apply. Insofar as we have culpably breached a material contractual obligation, we shall be liable for compensation for the damage, including compensation for the damage instead of fulfilment; our liability shall be limited to the foreseeable damage. The same shall apply if the customer asserts claims for compensation for damages instead of fulfilment.

(8) Liability for damages in accordance with the Product Liability Act shall remain unaffected; liability for damages due to injury to a person, be it physical injury or damage to health, including the death of a person, shall also remain unaffected.

(9) The limitation period shall be calculated from the delivery of goods or the acceptance of works. Subject to §§ 438 para. 1 no. 2, 479, 634a para. 1 no. 2 BGB, claims for defects shall become statute-barred one year after the start of the statutory limitation period. Acceptance of a work shall be deemed to have taken place no later than 15 working days after notification of completion. If “final acceptance” is stipulated for the delivery of goods, the limitation period shall not commence until this has taken place; it shall be deemed to have taken place if the client does not carry out the final acceptance within a period of 15 working days. Claims arising from warranty, fraudulent intent, unauthorised action or product liability law remain unaffected.

(10) Our liability for defects in the production of electronic assemblies in which components manufactured by third parties are processed is limited to the fact that we assign our claims against the respective component supplier to the customer upon written request; however, our liability is excluded to the extent that the customer is in a position to indemnify the respective component supplier.

(11) In the case of customised products, an excess or short delivery of 10% shall be deemed contractually agreed.

(12) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

(1) All materials provided by the customer shall be delivered free of charge. During our incoming goods inspection, we check for quantity and transport damage. A qualitative inspection of the components does not take place. Unless the customer provides detailed handling documentation, the components shall be treated as our own material. In this respect, the customer waives the requirement of an incoming goods inspection in accordance with § 377 HGB; we assume that the customer will carry out a corresponding outgoing goods inspection. At the same time, the customer shall ensure that its liability or product liability insurer waives the exclusion of cover in accordance with §7 AHB 2015

(2) Damage caused directly or indirectly by the provided goods shall not be at our expense; the provision of § 7 (6) shall remain unaffected.

(3) If the customer provides us with detailed technical documentation regarding the provided goods, we will take this into account in our materials management.

(1) The customer shall not be entitled to any further claims for damages other than those regulated in § 7. This shall apply irrespective of the legal nature of the asserted claim. Claims arising from the Product Liability Act remain unaffected.

(2) Any claims based on paragraph (1) shall become time-barred within the period of § 7 paragraph (9).

(1) We reserve title to the goods until receipt of all payments from this delivery contract, including all other contracts concluded between the customer and us up to the time of conclusion of this contract. The customer may resell the reserved goods in the ordinary course of business. However, he hereby assigns to us all claims in the amount of the respective invoice value which accrue to him from the resale against the purchaser or against third parties. The customer is authorised to collect these claims even after their assignment. Our authorisation to collect the claim ourselves remains unaffected by this. In particular, we can demand that the customer informs us of the assigned claim, its existence and its debtor, provides all information necessary for collection and immediately hands over the relevant documents to us and informs the debtor of the assignment in writing.

(2) The customer is not authorised to pledge the reserved goods or to assign them to third parties as security.

(3) If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods. The taking back or seizure of the goods by us shall not constitute a declaration of cancellation; rather, this shall only apply if we expressly declare this in writing.

(4) In the event of seizure or other interventions by third parties, the customer must notify us immediately.

(5) If the goods are resold with other goods that do not belong to us, the customer’s claim against the purchaser in the amount of the delivery price agreed between us and the customer shall be deemed assigned upon conclusion of the contract.

(6) If our property is lost as a result of installation, the customer shall assign the claim for compensation arising to him.

(7) The handling and processing of the reserved goods by the customer is always carried out on our behalf.

(8) At the customer’s request, we are obliged to release securities of our choice if the realisable value of the claims to be secured exceeds our claim by more than 10%.

(9) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents which we have made available to the customer. They may not be made accessible to third parties; this also applies to all information relating to our activities, services and goods received since the commencement of contract negotiations. The client requires our express written consent before disclosing such information to third parties.

(1) The client shall be entitled to terminate an order if it considers the development objective to be no longer achievable or only achievable with disproportionate additional effort or if it wishes to refrain from pursuing the development project for other reasons. In the event of premature termination of the contract, the client is obliged to reimburse us for the costs demonstrably incurred up to the termination of the contract and directly resulting from this contract, including the costs resulting from obligations that can no longer be fulfilled . In addition, we shall endeavour to use any capacities that become available for other purposes; in particular, the client shall be entitled to place a corresponding replacement order. If this is not possible, we may demand compensation for standby costs in the amount of an average monthly remuneration calculated on the basis of the average of the last 3 months. If the project has not yet been running for 3 months, the average monthly remuneration shall be calculated according to the shorter term of the project.

(2) On completion of the order, we shall hand over the development result achieved up to that point to the client in return for payment of the remuneration, any provision costs and all other services to which we are entitled.

(1) The rights of the client are not transferable.