DPT

 

Paul Druseidt
Elektrotechnische Spezialfabrik
GmbH & Co. KG
Neuenkamper Strasse 105
42855 Remscheid
Germany

Phone: +49 2191 9352-0
Fax: +49 2191 9352-150
Email: info@druseidt.de

Legal Form:
Limited partnership (Kommanditgesellschaft), Registered office: Remscheid
Local Court Wuppertal, HRA 17748

Personally liable partners:
Abrahams-Verwaltungs-GmbH, Registered office: Remscheid
Local Court Wuppertal, HRB 11668
Rabea Abrahams, Remscheid

Managing Director:
Oliver Abrahams

Authorized Officers (Prokuristen):
Ingrid Abrahams
Vera Knappe
Ralph Buß
Melanie Haider

VAT ID No.: DE 158578018
DUNS No.: 320687320

Content Responsibility pursuant to § 6 MDStV:
P. Druseidt Elektrotechnische Spezialfabrik GmbH & Co. KG, Remscheid

Delivery and Payment Terms

I Validity / General Provisions

All offers and sales are subject exclusively to our delivery conditions, even if the purchaser excludes the validity of our general terms and conditions in his purchasing terms and we do not explicitly object to this upon conclusion of the contract. Any purchasing terms of the purchaser are hereby objected to by P. Druseidt Elektrotechnische Spezialfabrik GmbH & Co. KG. Deviations from our delivery terms shall only be valid if we have expressly agreed to them in writing.

II Offer and Conclusion of Contract

Unless explicitly agreed otherwise, all offers are non-binding and without obligation. The documents underlying our offers (catalogs/illustrations/drawings/etc.) are prepared with care, but are only approximately authoritative for the delivery, unless they are expressly designated as binding in the offer. Improvements/changes are reserved. Orders shall only be deemed accepted when we confirm them in writing or commence execution. Our written order confirmation or the invoice, which shall be deemed the order confirmation in the case of immediate delivery, determines the scope of the order. Agreements with or orders placed with our field staff and representatives are only valid if confirmed by us in writing. Verbal agreements and subsequent amendments to the contract are only binding if confirmed by us in writing. The same applies to warranted characteristics of the goods. We reserve ownership and copyright rights to cost and solution proposals, drawings, and other documents created by us. Such documents may not be made accessible to third parties without our express consent. Drawings, samples, and other documents created by us must be returned to us immediately upon request if the order is not placed.

III Consultation and Descriptions/Illustrations in Catalogs and Other Printed Materials

The illustrations, drawings, and descriptions listed in our catalogs and other printed materials are prepared with care. They approximately reflect the circumstances or intentions at the time of printing. However, we reserve the right to make technical changes and changes in dimensions, shapes, and colors. This reservation applies in particular where changes result from technical progress and are reasonable for the buyer in consideration of our interests. Our technical advice is provided to the best of our knowledge. All information and advice regarding the suitability and application of our products are non-binding and do not release the buyer from conducting his own examinations, calculations, and tests. Compliance with legal and official regulations when using our products is the responsibility of the buyer.

IV Special Productions

In the case of orders for special productions, all specifications regarding design, dimensions, function, etc. require written confirmation without exception. For deliveries made based on samples, drawings, or specifications provided by the purchaser, the purchaser is liable for any potential infringement of third-party property rights and any legal violations and shall indemnify us against any claims from third parties. If a customer provides us with samples, tools, drawings, or other documents, we are only liable for their loss or damage if the customer can accuse us of intent or gross negligence. In such cases, our liability or obligation to provide compensation is limited to direct damage, i.e., replacement/repair of the damaged item itself. If we provide a contractual partner with tools, drawings, or samples, these remain our property even if they have been partially invoiced and paid for. For special productions, we reserve the right to deliver up to 10% more or less than the ordered quantity due to production-related reasons.

V Right of Withdrawal

We have the right to withdraw from the contract if its fulfillment encounters insurmountable technical difficulties or if overcoming such difficulties would require a disproportionately high effort relative to the value of the service to be provided, or if circumstances come to our knowledge that make the creditworthiness of the purchaser appear doubtful.

VI Pricing and Payment Terms

All items made from non-ferrous metals are based on the metal quotations listed in our offers or price lists. Items made of stainless steel are subject to an additional alloy surcharge. The applicable metal prices or surcharges on the day of order receipt will be applied. If we undertake installation or assembly and nothing else is agreed, the purchaser shall bear, in addition to the agreed remuneration, all necessary incidental costs such as travel expenses, costs for transporting hand tools and personal luggage, as well as per diems. Our minimum order value is 50 Euros. Lower order values are either increased or charged a flat rate of 50 Euros. Unless otherwise agreed, all prices apply domestically ex works, excluding freight, packaging, insurance, and VAT. For international deliveries: ex works, excluding freight, packaging, and duty unpaid for pickup at our premises. Packaging is charged separately and taken back for disposal within legal regulations if returned to us free of charge within a reasonable period. Loaned reels returned free of charge will be credited at 2/3 of the invoiced price. Prices stated in our catalogs and price lists are non-binding price recommendations. Should exchange rates, raw material costs, wages, energy, etc., change, we reserve the right to adjust prices accordingly. Domestic payment terms: 10 days from invoice date with a 2% discount or payment within 30 days net. For foreign transactions: as agreed, e.g., cash on delivery, payment against documents, or letter of credit without deduction in Euros. For initial transactions or customers with unknown credit status, delivery will only be made against prepayment or cash on delivery. All payments are to be made to the supplier’s place of payment free of charge. Contested or not legally established counterclaims do not entitle the buyer to withhold payment or offset. If, after conclusion of the contract, it becomes apparent that our payment claim is at risk due to the buyer’s lack of performance capability, we are entitled to the rights under § 321 BGB (German Civil Code). In such cases, we are also entitled to declare all unexpired claims from the ongoing business relationship with the buyer due and to revoke the collection authorization as per Section XIV/4. In the event of payment default, we are also entitled to demand the return of the goods after an appropriate grace period and to prohibit the resale and further processing of the delivered goods. The return is not a withdrawal from the contract. All these legal consequences can be averted by the buyer through payment or security in the amount of our endangered payment claim. The provisions of the Insolvency Code remain unaffected. In the case of an ongoing mutual business relationship, the possibility of offsetting is considered agreed. For periods of delay, interest is charged at the rate we must pay for uncovered overdrafts at our house banks.

VII Shipping / Transfer of Risk

Unless otherwise agreed, all deliveries are made at our discretion. Goods are carefully checked and packaged. We are not liable for damage or breakage during transport. Complaints due to transport damage must be made by the purchaser directly to the transport company within the applicable time limits. The purchaser is responsible for concluding transport and other insurance. The risk passes to the purchaser even in the case of carriage-paid delivery as follows: a) for deliveries without installation or assembly, when they are dispatched or collected. b) for deliveries with installation or assembly, on the day of acceptance in the purchaser’s own operation or, if agreed, after a flawless trial run. If shipment, delivery, commencement or execution of installation or assembly, acceptance in own operation or the trial run is delayed for reasons attributable to the purchaser, or if the purchaser is in default of acceptance for other reasons, the risk passes to the purchaser.

VIII Deliveries and Delivery Dates

Delivery periods stated in our offers and order confirmations are determined based on the conditions prevailing at the time and are approximate. They are ex works. If a change in the design of the goods is requested by the purchaser prior to delivery, the previous delivery period shall be considered interrupted. It will restart when we confirm the new design in writing. It will also be extended by an additional period required due to the different design. Compliance with delivery deadlines requires the timely receipt of all documents, approvals, and releases to be provided by the purchaser, especially plans, as well as the fulfillment of agreed payment terms and other obligations by the purchaser. If these conditions are not met in time, the deadlines will be extended accordingly; this does not apply if the delay is attributable to the supplier. Force majeure, war, unrest, strike, lockout, machine breakdown, material shortages, or similar circumstances beyond our control shall initially extend the delivery deadline appropriately. These circumstances release us from our delivery obligations for the duration of the hindrance without entitling the purchaser to withdraw from the contract. Claims by the purchaser due to delayed delivery for the above reasons are excluded. Our performance is deemed fulfilled when the goods are ready for dispatch at our works in accordance with the contract or when they leave our works in accordance with the contract. If delivery is delayed for reasons attributable to the purchaser, the delivery period is deemed met even upon notification of readiness for dispatch. Partial deliveries are permitted. If we are in delay, the purchaser may claim compensation for each completed week of delay at a rate of 0.5%, but not exceeding a total of 5% of the price for the part of the delivery that could not be put to appropriate use due to the delay. Claims for damages by the purchaser due to delayed delivery or for damages in lieu of performance exceeding the limits stated above are excluded in all cases of delayed delivery, even after expiry of a deadline possibly set by the supplier for delivery. This does not apply in cases of intent, gross negligence, or injury to life, body, or health. The purchaser may only withdraw from the contract under statutory provisions if the delay is attributable to the supplier. These provisions do not entail a shift in the burden of proof to the detriment of the purchaser. At the supplier’s request, the purchaser is obligated to declare within a reasonable period whether he intends to withdraw from the contract due to the delay or insists on delivery. If shipment or delivery is delayed by more than one month beyond notification of readiness for dispatch at the request of the purchaser, we may charge storage fees of 0.5% of the value of the delivery items per started month, up to a maximum of 5% in total. Proof of higher or lower storage costs remains open to both contractual parties.

IX Acceptance

The purchaser may not refuse acceptance of deliveries due to minor defects.

X Material Defects

The supplier is liable for material defects as follows: All parts or services that exhibit a material defect within the limitation period, regardless of operational duration, shall be, at the supplier’s discretion, repaired, newly delivered, or newly provided free of charge, provided that the cause of the defect already existed at the time of the transfer of risk. Claims for material defects expire within 12 months. This does not apply where longer periods are prescribed by law under §§ 438(1)(2) (buildings), 479(1) (right of recourse), and 634a(1)(2) (building defects) BGB, and in cases of injury to life, body, or health, in the event of intentional or grossly negligent breach of duty by the supplier, or in the case of fraudulent concealment of a defect. Legal regulations regarding suspension, interruption, and restart of limitation periods remain unaffected. The purchaser must report material defects to the supplier in writing without undue delay. In the event of defect claims, payments by the purchaser may only be withheld to an extent that is proportionate to the material defects that have occurred. The purchaser may only withhold payments if a defect complaint has been asserted without doubt. If the complaint is unjustified, the supplier is entitled to demand reimbursement of expenses incurred. Initially, the supplier must be given the opportunity to remedy the defect within a reasonable period. If the remedy fails, the purchaser may—without prejudice to any claims for damages in accordance with Article XIII—withdraw from the contract or reduce the payment. No claims for defects exist in the case of only insignificant deviation from the agreed quality, insignificant impairment of usability, natural wear and tear, or damages occurring after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating resources, defective construction work, unsuitable building ground, or due to special external influences not foreseen in the contract, as well as for non-reproducible software errors. If the purchaser or third parties perform improper modifications or repairs, there shall be no claims for defects for these and the consequences resulting from them. Claims by the purchaser for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses are increased because the item delivered was subsequently moved to a location other than the purchaser’s premises, unless the move complies with its intended use. Recourse claims by the purchaser against the supplier under § 478 BGB (recourse of the entrepreneur) exist only to the extent that the purchaser has not made agreements with his customer exceeding the legal defect claims. For the scope of the purchaser’s recourse claim against the supplier pursuant to § 478(2) BGB, section 8 above applies accordingly. For damage claims, Article XIII shall apply. Further or other claims by the purchaser against us and our vicarious agents due to a material defect are excluded.

XI Industrial Property Rights and Copyrights; Defects of Title

Unless otherwise agreed, the supplier is obligated to deliver the goods free of industrial property rights and copyrights of third parties (hereinafter referred to as “property rights”) only in the country of the place of delivery. If a third party asserts justified claims against the purchaser due to infringement of property rights by deliveries made by the supplier and used in accordance with the contract, the supplier is liable to the purchaser within the limitation period defined in Article X No. 2 as follows: a) The supplier shall, at his discretion and at his expense, either obtain a right of use for the relevant deliveries, modify them so that the property right is not infringed, or replace them. If this is not possible for the supplier on reasonable terms, the purchaser is entitled to the statutory rights of rescission or reduction. b) The supplier’s obligation to pay damages is governed by Article XIII. c) The aforementioned obligations of the supplier only apply if the purchaser informs the supplier immediately in writing of the claims asserted by the third party, does not acknowledge an infringement, and leaves all defensive measures and settlement negotiations to the supplier. If the purchaser ceases use of the delivery to mitigate damage or for other important reasons, he must inform the third party that the cessation of use does not constitute an acknowledgment of a property right infringement. Claims by the purchaser are excluded insofar as he is responsible for the infringement of property rights. Claims by the purchaser are also excluded if the property right infringement is caused by specific requirements of the purchaser, by an application not foreseeable by the supplier, or by the delivery being modified by the purchaser or used together with products not delivered by the supplier. In case of infringement of property rights, the purchaser’s claims under section 1(a) are governed accordingly by Article X Nos. 4, 5, and 9. In case of other defects of title, the provisions of Article VIII shall apply accordingly. Further or other claims by the purchaser against the supplier and his agents due to a defect of title are excluded.

XII Impossibility, Contract Adjustment

If delivery is impossible, the purchaser is entitled to claim damages unless the supplier is not responsible for the impossibility. However, the purchaser’s claim for damages is limited to 10% of the value of the part of the delivery that cannot be used as intended due to the impossibility. This limitation does not apply in cases of intent, gross negligence, or injury to life, body, or health. No shift in the burden of proof to the detriment of the purchaser is associated with the above. The purchaser’s right to withdraw from the contract remains unaffected. If unforeseen events in the sense of Article VIII No. 3 significantly change the economic importance or content of the delivery or significantly affect the supplier’s operations, the contract shall be adapted accordingly in good faith. If this is not economically viable, the supplier has the right to withdraw from the contract. If the supplier wishes to exercise this right of withdrawal, he must inform the purchaser immediately upon recognizing the extent of the event—even if an extension of the delivery time has been initially agreed with the purchaser.

XIII Other Claims for Damages

Claims for damages and reimbursement of expenses by the purchaser (hereinafter: claims for damages), regardless of the legal basis, in particular for breach of obligations arising from the contractual relationship and from tort, are excluded. This applies in particular to any costs caused by production downtime, lost profits, loss of use, loss of contracts, or any other consequential or indirect damage. This does not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body, or health, or for the breach of essential contractual obligations. However, the claim for damages for breach of essential contractual obligations is limited to the foreseeable, typical contractual damage, unless intent or gross negligence exists or liability is assumed for injury to life, body, or health. No shift in the burden of proof to the detriment of the purchaser is associated with the above provisions. Where the purchaser is entitled to claims for damages under this Article XIII, such claims shall be subject to the same limitation periods as those applicable to material defect claims under Article X No. 2. For claims for damages under the Product Liability Act, the statutory limitation periods apply.

XIV Retention of Title

The subject matter of the contract remains our property until all claims arising from the contract have been settled. The retention of title also remains in effect for all claims that we subsequently acquire against the purchaser in connection with the subject matter of the contract, e.g., from repairs, replacement part deliveries, or other services. In the event of contractual breaches by the purchaser, especially in the event of payment default, we are entitled to reclaim or demand return of the purchased item. Reclaiming the item does not constitute a withdrawal from the contract unless we have expressly declared this in writing. Upon taking back the purchased item, we are entitled to realize its value. The proceeds of such realization are to be offset against the purchaser’s liabilities, less reasonable realization costs. During the retention of title period, the purchaser is entitled to possess and use the item as long as he fulfills his obligations arising from the retention of title and is not in default of payment. The purchaser is obliged to handle the item with care and to insure it at his own expense against fire, water, and theft damage at its new value. Claims against the insurer in the event of damage are hereby assigned to us in the amount of the value of the goods. If maintenance or inspection work is necessary, the purchaser must carry it out at his own expense. If the purchaser resells the goods in the ordinary course of business, he hereby assigns to P. Druseidt Elektrotechnische Spezialfabrik GmbH & Co. KG all claims in the amount of the final invoice amount including VAT arising from the resale against his buyers or third parties, regardless of whether the goods were resold without or after processing. The purchaser remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the purchaser fulfills his payment obligations from the collected proceeds, is not in payment default, and no application for the opening of insolvency, composition, or bankruptcy proceedings has been filed and no suspension of payment exists. If this is the case, we can demand that the purchaser disclose the assigned claims and their debtors to P. Druseidt Elektrotechnische Spezialfabrik GmbH & Co. KG, provide all necessary information for collection, hand over the associated documents, and inform the debtors (third parties) of the assignment. Processing or transformation of the reserved goods delivered by us shall always be carried out on our behalf under exclusion of acquisition of ownership under § 950 BGB, but without obligation for us. The processed goods shall only serve as security for us up to the value of the reserved goods. If the purchaser processes the goods together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value (invoice value) of the reserved goods, resulting in the new item being considered reserved goods under this clause. The purchaser is entitled to process and sell the reserved goods in the ordinary course of business. The purchaser hereby also assigns to Druseidt any claims due to him up to the amount of our invoice amount. Section XIV/4 applies here as well. If the purchaser’s customer has effectively excluded assignment of claims against him, the purchaser and we agree internally that the aforementioned claims, regardless of their type, are deemed to have been effectively assigned to us in advance. We are authorized by the purchaser to assert the claim in his name for our account as soon as the purchaser is no longer authorized to collect the claim in his own name. The delivered goods may not be pledged or transferred by way of security without our permission. In the event of third-party access to the reserved goods, the purchaser shall assist in safeguarding our rights. If the value of the securities granted to us exceeds our claims by more than 20%, we are obliged to release securities of our choice at the purchaser’s request.

XV Data Protection

We process data made known to us through the business relationship in accordance with the German Federal Data Protection Act (BDSG). We are entitled to process the received data about the purchaser, whether obtained from the purchaser himself or from third parties, within the scope of the BDSG. We reserve the right to secure the transaction through credit insurance and to transmit the necessary customer data to the insurer. Notification of data storage under § 26(1) BDSG is hereby given.

XVI Place of Performance, Jurisdiction and Applicable Law

The place of performance for delivery and payment is Remscheid. The place of jurisdiction for all disputes shall be Remscheid, provided the purchaser is a merchant. We are also entitled to bring action at the purchaser’s place of business. The legal relationship in connection with this contract is governed by the substantive law of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Where commercial transactions are referenced in the above terms, these also apply to legal entities under public law and special funds under public law.

XVII Final Provisions

The contract remains binding in its other parts even if individual provisions are legally ineffective.

Paul Druseidt Elektrotechnische Spezialfabrik GmbH & Co. KG Status: June 2008