Terms and Conditions

Employees of Arnold Electronic pose in green shirts

General Terms and Conditions

For use in business transactions with entrepreneurs Non-binding conditions recommendation of the ZVEI - German Electrical and Electronic Manufacturers' Association.

I. General Provisions

  1. The legal relations between the supplier and the purchaser in connection with the deliveries and/or services of the supplier (hereinafter referred to as 'deliveries') are exclusively governed by these General Terms and Conditions. The purchaser's general terms and conditions shall only apply to the extent that the supplier has expressly agreed to them in writing. The scope of the deliveries is determined by the mutual written agreements.
  2. The supplier reserves all proprietary and copyright exploitation rights to estimates, drawings, and other documents (hereinafter referred to as 'documents') without restriction. These documents may only be made available to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not awarded to them. Sentences 1 and 2 apply accordingly to the purchaser's documents; however, these may be made available to third parties to whom the supplier has lawfully transferred deliveries.
  3. The purchaser has the non-exclusive right to use the standard software and firmware with the agreed performance features in unaltered form on the agreed devices. The purchaser may create a backup copy of the standard software without explicit agreement.
  4. Partial deliveries are permissible, provided they are reasonable for the buyer.
  5. The term “claims for damages” in these Terms and Conditions also includes claims for compensation of futile expenses.
  6. Arnold Electronic GmbH is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board. EU Commission platform for online dispute resolution: www.ec.europa.eu/consumers/odr

II. Prices, Payment Terms and Offsetting

  1. Prices are ex works excluding packaging plus the applicable statutory value-added tax.
  2. Payments are to be made free at the supplier's place of payment.
  3. The customer can only offset with claims that are undisputed or have been legally established.

III. Retention of Title

  1. The items of the delivery (reserved goods) remain the property of the supplier until all claims due to the supplier from the business relationship with the purchaser have been fulfilled. Insofar as the value of all security rights entitled to the supplier exceeds the amount of all secured claims by more than 20%, the supplier will release a corresponding part of the security rights at the purchaser's request; the supplier has the choice of which security rights to release.
  2. While the retention of title is in effect, the purchaser is prohibited from pledging or transferring ownership as security, and resale is only permitted to resellers in the ordinary course of business and under the condition that the reseller receives payment from their customer or makes the reservation that the property will only transfer to the customer once they have fulfilled their payment obligations.
  3. If the purchaser resells the goods subject to retention of title, he hereby assigns his future claims arising from the resale against his customers with all ancillary rights – including any balance claims – to the supplier as security, without the need for any further special declarations. If the goods subject to retention of title are resold together with other items without an individual price being agreed for the goods subject to retention of title, the purchaser assigns to the supplier that portion of the total price claim which corresponds to the price charged by the supplier for the goods subject to retention of title.
  4. a. Dem Besteller ist es gestattet, die Vorbehaltsware zu verarbeiten oder mit anderen Gegenständen zu vermischen oder zu verbinden. Die Verarbeitung erfolgt für den Lieferer. Der Besteller verwahrt die dabei entstehende neue Sache für den Lieferer mit der Sorgfalt eines ordentlichen Kaufmanns. Die neue Sache gilt als Vorbehaltsware.
    b. Lieferer und Besteller sind sich bereits jetzt darüber einig, dass bei Verbindung oder Vermischung mit anderen, nicht dem Lieferer gehörenden Gegenständen dem Lieferer in jedem Fall Miteigentum an der neuen Sache in Höhe des Anteils zusteht, der sich aus dem Verhältnis des Wertes der verbundenen oder vermischten Vorbehaltsware zum Wert der übrigen Ware zum Zeitpunkt der Verbindung oder Vermischung ergibt. Die neue Sache gilt insoweit als Vorbehaltsware.
    c. Die Regelung über die Forderungsabtretung nach Nr. 3 gilt auch für die neue Sache. Die Abtretung gilt jedoch nur bis zur Höhe des Betrages, der dem vom Lieferer in Rechnung gestellten Wert der verarbeiteten, verbundenen oder vermischten Vorbehaltsware entspricht.
    d. Verbindet der Besteller die Vorbehaltsware mit Grundstücken oder beweglichen Sachen, so tritt er, ohne dass es weiterer besonderer Erklärungen bedarf, auch seine Forderung, die ihm als Vergütung für die Verbindung zusteht, mit allen Nebenrechten sicherungshalber in Höhe des Verhältnisses des Wertes der verbundenen Vorbehaltsware zu den übrigen verbundenen Waren zum Zeitpunkt der Verbindung an den Lieferer ab.
  5. Until revoked, the purchaser is authorized to collect assigned claims from the resale. In the event of an important reason, especially in case of payment delay, cessation of payments, opening of insolvency proceedings, bill protest, or justified indications of over-indebtedness or impending payment inability of the purchaser, the supplier is entitled to revoke the purchaser's collection authorization. Furthermore, after prior warning and within a reasonable period, the supplier may disclose the security assignment, realize the assigned claims, and demand that the purchaser disclose the security assignment to the customer.
  6. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the purchaser must immediately notify the supplier. Upon substantiation of a legitimate interest, the purchaser must immediately provide the supplier with the information necessary to assert their rights against the customer and hand over the required documents.
  7. In the event of the purchaser's breach of duty, particularly in case of default in payment, the supplier is entitled to withdraw from the contract after an unsuccessful expiry of a reasonable period set for performance, in addition to taking back the goods; statutory provisions regarding the dispensability of setting a deadline remain unaffected. The purchaser is obliged to surrender the goods. The taking back of the goods or the assertion of the retention of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared it.

IV. Deadlines for deliveries; Delay

  1. Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the purchaser, necessary approvals and releases, especially of plans, as well as adherence to the agreed payment terms and other obligations by the purchaser. If these conditions are not met in time, the deadlines will be extended appropriately; this does not apply if the delay is attributable to the supplier.
  2. Is the failure to meet deadlines due to
    a. force majeure, e.g., mobilization, war, acts of terrorism, riots, or similar events (e.g., strikes, lockouts),
    b. virus and other attacks by third parties on the supplier's IT system, provided they occurred despite the usual care taken in protective measures,
    c. obstacles due to German, US, and other applicable national, EU, or international foreign trade regulations, or due to other circumstances not attributable to the supplier, or
    d. untimely or improper delivery to the supplier, the deadlines shall be extended appropriately.
  3. If the supplier is in default, the purchaser may – provided that he credibly demonstrates that he has suffered damage as a result – demand compensation for each completed week of delay amounting to 0.5%, but not more than a total of 5% of the price for the part of the deliveries that could not be used appropriately due to the delay.
  4. Both the purchaser's claims for damages due to delay in delivery and claims for damages instead of performance that exceed the limits mentioned in No. 3 are excluded in all cases of delayed delivery, even after the expiry of a deadline set for the supplier to deliver. This does not apply in cases of intent, gross negligence, or in the event of injury to life, body, or health. The purchaser may only withdraw from the contract within the framework of the legal provisions if the delay in delivery is attributable to the supplier. The aforementioned provisions do not involve a shift in the burden of proof to the disadvantage of the purchaser.
  5. The purchaser is obliged to declare, upon the supplier's request and within a reasonable period, whether they will withdraw from the contract due to the delay in delivery or insist on the delivery.
  6. If shipping or delivery is delayed by more than one month at the request of the purchaser after notification of readiness for dispatch, storage fees of 0.5% of the price of the items of the deliveries may be charged to the purchaser for each additional month started, but not more than a total of 5%. The contracting parties retain the right to prove higher or lower storage costs.

V. Transfer of risk

The risk passes to the buyer in the case of carriage-free delivery as follows: upon delivery, once it has been dispatched or collected. At the buyer's request and expense, the supplier will insure the delivery against the usual transport risks.

VI. Receipt

The purchaser may not refuse to accept deliveries due to minor defects.

VII. Defects in Quality

The supplier is liable for material defects as follows:

  1. All those parts or services must be repaired, replaced, or provided again free of charge at the supplier's discretion, which have a material defect, provided that its cause already existed at the time of the transfer of risk.
  2. Claims for subsequent performance become statute-barred after 12 months from the statutory limitation period; the same applies to rescission and reduction. This period does not apply insofar as the law prescribes longer periods according to §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (recourse claims) and 634a para. 1 no. 2 (construction defects) of the German Civil Code (BGB), in case of intent, fraudulent concealment of a defect, or non-compliance with a quality guarantee. The statutory provisions on suspension, interruption, and restart of the limitation periods remain unaffected.
  3. The buyer must immediately submit any complaints in writing.
  4. In the event of complaints about defects, the purchaser may withhold payments to an extent that is in reasonable proportion to the material defects that have occurred. The purchaser may only withhold payments if a complaint about defects is made, about which there can be no doubt as to its legitimacy. The purchaser does not have the right to withhold if his claims for defects are time-barred. If the complaint about defects was made unjustly, the supplier is entitled to demand reimbursement from the purchaser for the expenses incurred.
  5. The supplier must be given the opportunity to rectify the issue within a reasonable period.
  6. If the subsequent performance fails, the purchaser may – without prejudice to any claims for damages according to No. 10 – withdraw from the contract or reduce the remuneration.
  7. Warranty claims do not exist for only minor deviations from the agreed quality, for only minor impairment of usability, for natural wear and tear or damages that occur after the transfer of risk due to faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or which are caused by special external influences not foreseen by the contract, as well as for non-reproducible software errors. If the purchaser or third parties make improper modifications or repairs, there are also no warranty claims for these and the resulting consequences.
  8. Claims of the purchaser for expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the subject of the delivery has subsequently been moved to a location other than the purchaser's establishment, unless the relocation corresponds to its intended use.
  9. The buyer's right of recourse against the supplier according to § 478 BGB (Recourse of the Entrepreneur) exists only to the extent that the buyer has not made any agreements with his customer that go beyond the statutory warranty claims. Furthermore, for the scope of the buyer's right of recourse against the supplier according to § 478 paragraph 2 BGB, number 8 applies accordingly.
  10. Claims for damages by the purchaser due to a material defect are excluded. This does not apply in the case of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body or health, and in the event of an intentional or grossly negligent breach of duty by the supplier. The burden of proof is not shifted to the disadvantage of the purchaser with the aforementioned provisions. Further or other claims by the purchaser due to a material defect that are regulated in this Art. VIII are excluded.

VIII. Industrial Property Rights and Copyrights; Legal Defects

  1. Unless otherwise agreed, the supplier is obligated to provide the delivery only in the country of the place of delivery free from industrial property rights and copyrights of third parties (hereinafter referred to as 'protective rights'). If a third party raises legitimate claims against the purchaser due to the infringement of protective rights by deliveries provided by the supplier and used in accordance with the contract, the supplier is liable to the purchaser within the period specified in Art. VIII No. 2 as follows:
    a. The supplier will, at its discretion and at its own expense, either obtain a right of use for the concerned deliveries, modify them so that the protective right is not infringed, or replace them. If this is not possible for the supplier under reasonable conditions, the purchaser is entitled to the statutory rights of withdrawal or reduction.
    b. The supplier's obligation to pay damages is governed by Art. XI
    c. The aforementioned obligations of the supplier exist only if the purchaser promptly informs the supplier in writing about the claims asserted by the third party, does not acknowledge an infringement, and reserves all rights to defensive measures and settlement negotiations for the supplier. If the purchaser discontinues the use of the delivery for reasons of damage mitigation or other important reasons, he is obliged to point out to the third party that the discontinuation of use does not imply an acknowledgment of a violation of protective rights.
  2. Claims of the purchaser are excluded to the extent that they are responsible for the infringement of protective rights.
  3. Furthermore, the purchaser's claims are excluded to the extent that the infringement of rights is caused by the purchaser's specific instructions, by an application unforeseen by the supplier, or by the fact that the delivery is altered by the purchaser or used in conjunction with products not supplied by the supplier.
  4. In the event of intellectual property rights infringements, the provisions of Art. VIII Nos. 4, 5, and 9 shall apply accordingly to the claims of the purchaser regulated in No. 1a).
  5. If other legal defects are present, the provisions of Art. VII shall apply accordingly.
  6. Any further claims or claims other than those regulated in this Art. IX by the purchaser against the supplier and its agents due to a defect in title are excluded.

IX. Condition Precedent

  1. The fulfillment of the contract is subject to the condition that there are no obstacles due to German, US, or other applicable national, EU, or international foreign trade regulations, nor any embargoes or other sanctions.
  2. The customer is obligated to provide all information and documents necessary for the export, transfer, or import.

X. Impossibility; Contract Adjustment

  1. In cases where delivery is impossible, the purchaser is entitled to claim damages, unless the impossibility is not attributable to the supplier. However, the purchaser's claim for damages is limited to 10% of the value of that part of the delivery which cannot be used appropriately due to the impossibility. This limitation does not apply in cases of intent, gross negligence, or injury to life, body, or health; this does not result in a shift of the burden of proof to the detriment of the purchaser. The purchaser's right to withdraw from the contract remains unaffected.
  2. If events within the meaning of Art. IV No. 2 a) to c) significantly alter the economic significance or the content of the delivery, or have a significant impact on the supplier's operations, the contract shall be adjusted appropriately in accordance with good faith and fair dealing. To the extent that this is not economically feasible, the supplier has the right to withdraw from the contract. The same applies if the required export licenses are not granted or are not usable. If he wishes to exercise this right of withdrawal, he must communicate this to the purchaser without delay upon recognizing the extent of the event, even if an extension of the delivery time had initially been agreed with the purchaser.

XI. Other Claims for Damages

  1. Unless otherwise provided in these Terms and Conditions, the purchaser's claims for damages, for any legal reason, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.
  2. This does not apply where liability is incurred as follows:
    a. under the Product Liability Act,
    b. in case of intent,
    c. in case of gross negligence on the part of owners, legal representatives, or senior executives,
    d. in case of fraud,
    e. in case of breach of a warranty undertaken,
    f. for culpable injury to life, body, or health, or
    g. for culpable breach of essential contractual obligations. However, claims for damages for the breach of essential contractual obligations are limited to the typical, foreseeable damage, unless another of the aforementioned cases applies.
  3. The aforementioned provisions do not entail a shift in the burden of proof to the detriment of the purchaser.

XII. Jurisdiction and Applicable Law

  1. The sole place of jurisdiction, if the purchaser is a merchant, for all disputes arising directly or indirectly from the contractual relationship is the supplier's place of business. However, the supplier is also entitled to bring a lawsuit at the purchaser's place of business.
  2. This contract, including its interpretation, is subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XIII. Binding Nature of the Contract

The contract remains binding in its remaining parts even if individual provisions are legally ineffective. This does not apply if adhering to the contract would constitute an unreasonable hardship for one party.