General terms & conditions

I. Conclusion of Contract
1. These general sales conditions apply to all present and future contracts, deliveries and other services in which we are vendors or contractors. By placing an order, our customer declares itself in agreement with the following delivery and payment conditions. If the order is confirmed by the customer only on the basis of its own purchase conditions, these conditions are hereby superseded by our conditions herein. Upon the receipt of our goods or upon authorisation of shipment at the latest, our conditions of sale are deemed to be accepted.
2. Our employees are not authorised to make binding declarations on our behalf unless they are members of our board of director, procurists or holder of a general power of attorney.
3. Indications such as measurement, weight, depiction, assembly sketches in product catalogues and in other printed materials are only approximate, but have been ascertained in the best possible manner.
4. Contractual conditions which have been agreed to in writing may only be amended in writing.
5. If we use a teleservice or media service in the sense of Art. 312e of the German Civil Code for the purpose of entering into the contract, we are not obliged
- to make technical means available to the customer, with whose help the customer is able to identify and correct input errors,
- to inform the customer of the particular information in the statutory order pursuant to Art. 241 of the German Introductory Law to the Civil Code before submission of the order by the customer,
- to confirm the receipt of the order.
Furthermore, orders of the customer are not deemed to be already received by us if we are able to withdraw these under normal circumstances.
6. Orders of the customer will only be binding after our written order confirmation. The order confirmation can be effected validly by us within four weeks after receipt of the order. The order confirmation can also be effected in the form of an invoice or a delivery docket.

II. Oral Side Agreements
Oral side agreements as well as any changes or additions to a contract require our express written confirmation to be effective.

III. Prices and Payment Conditions
1. We are bound by the confirmed prices for three months from creation of the contract. For deliveries after this time, we have the right to increase the prices corresponding to the costs for wages, administration and materials purchased that have changed since the last time prices were fixed. If the price difference is more than 10% of the confirmed price, the customer has the right to cancel the contract for the obligations not yet performed.
2. Section III.1. hereof applies correspondingly if our purchase prices rise because of currency fluctuations.
3. Value-added tax in the legally prescribed amount needs to be added to the prices on the day of invoicing.
4. The invoiced amount is payable 30 days after delivery of invoice without deduction of discount. For payments made within 8 days after date of the invoice 2% discount can be deducted.
5. After occurrence of default of payment, interest for late payment can be charged at the legally prescribed rate. The right to claim for additional damages arising from payment delay is hereby reserved.
6. Payment with drafts or cheques is always only a conditional payment. Its acceptance is not to be regarded as allowing additional time for payment of the purchase price. The liability of the agent for timely submission, protest, notification or return in the event of non-payment is hereby excluded.
7. The withholding of payments or set-offs is only permitted on the basis of counterclaims which are settled and non-appealable or which are not contested by us.
8. Upon paying a proportion of the costs for tools, the customer acquires no right in this tool.
9. The customer is not entitled to assign claims arising under this contract to third parties.

IV. Product Characteristics and Quantities
1. Product characteristics, particularly material characteristics (e.g. synthetic materials) are determined first according to our then current technical specifications; if none exist, then the DIN norms shall apply to the contract entered into. If no DIN norms exist, then corresponding Euro norms shall apply to the contract entered into. In the absence of Euro norms, the commercial usage applies.
2. Insofar as nothing has been agreed to the contrary, we are obliged to effect the delivery free from proprietary rights and copyright of third parties in the country of the place of delivery only.
3. The number of units to be delivered is determined by weighing, provided that the delivery products are mass products or bulk products. Minor surplus deliveries or deliveries of insufficient product quantities caused by this are of no consequence; complete performance of our duties is nevertheless deemed to have occurred. The customer derives no rights from this.
4. For special orders we reserve the right to effect a surplus delivery or delivery of insufficient product quantities of up to 10% of the quantity ordered.
5. BJB products are components for the installation by our customers into electrical equipment, like luminaires or domestic appliances.

V.Right of Rescission in the Event of Performance Inability
1. We are entitled to rescind the contract if, despite covering purchases which were concluded in a timely manner, we ourselves are not supplied, are supplied improperly or in an untimely fashion, and other covering purchases would be unreasonable or have failed, or timely delivery to us or our suppliers is not possible for reasons that arose after the signing of the contract or were not then known to us and are not within our sphere of influence, e.g. strike, lockout, shutdown through no fault of ours, including shutdowns at our suppliers (e.g. tool breakage), delivery blockades, plant closures, refusal of an import or export licence, other acts of state and circumstances going beyond these, which are regarded as force majeure. We therefore assume no procurement risk.
2. We hereby undertake to inform the customer immediately of non-availability and to refund the customer’s corresponding consideration immediately.

VI. Right of Rescission etc. in the Event of Delay in Payment and Deterioration of Financial Position
1. We are entitled to rescind the contract or in accordance with our discretion to only effect deliveries in return for cash paid in advance if the customer is late in fulfilling the payment obligations owed by it to us, if its drafts or cheques are not honoured, or if during the term of the contract its financial circumstances significantly deteriorate, which would respectively lead to the consequence that the fulfilment of the customer’s obligations arising from the commercial transaction in the manner of a prudent, proper business person was no longer to be expected.
2. In the event of a delay in payment, all other claims of the contractor become due immediately. In these cases, we are also entitled to demand cash payment in advance for further (partial) deliveries and to withdraw immediately from circulation all circulating acceptances, drafts and cheques – with the costs arising therefrom to be borne by the customer – and to demand cash payment for the same.

VII. Delivery Period, Bearing of Risk and Packaging Disposal
1. If no transaction with a fixed date has been agreed to, but a delivery period is indicated in our offer or our order confirmation, this period can be exceeded by one week. Before bringing a claim for compensation based on non-performance, a reasonable final deadline must be set.
The delivery period is lengthened by the period during which obstacles to delivery that arise from the causes named in Section V. hereof exist. If such an obstacle exists for longer than 3 months, we have the right to rescind the contract without thereby becoming liable to pay damages for the same. It remains the customer’s decision whether or not to exercise its legal rights.
2. The risk passes to the customer at the latest upon dispatch of the goods, even if partial deliveries have been effected or if we have accepted further services to be performed, e.g. shipping expenses or transport.
Upon the customer’s written request, the delivery will be insured by us at the customer’s cost against theft, breakage, transport damage, fire and water damage, as well as against other insurable risks.
3. If the shipment is delayed because of circumstances for which the customer is responsible, then the risk and storage costs incurred from the day the shipment was ready pass to the customer; we are, however, obliged upon the customer’s request and at its expense to obtain the insurance so requested by it. If the delivery is delayed for more than 4 weeks for the reasons for which the customer is responsible, the contractor is entitled to rescind the contract and to assert its legal claims.
4. Delivered goods are to be accepted by the customer regardless of the rights given in Section VIII. hereof, even if these goods have insignificant defects.
5. Partial deliveries are permitted.
6. When the net value per shipment is:
above EUR 800, the goods are delivered as freight paid to a German receiving station including packaging,
below EUR 800, 2% is added for packaging, and the customer will be invoiced for delivery costs, to a German receiving station,
below EUR 100, EUR 25 is added as a packaging, postage and handling fee.
7. The customer hereby undertakes to properly classify and then arrange for disposal and/or recycling of the packaging under its own responsibility and at its own cost.

VIII. Notification of Defects, Claims based on Defects and Compensation due to Breach of Obligation
1. The customer must inspect the goods immediately after receiving them and, if a defect is found, must notify us in writing immediately. Otherwise the goods are deemed to have been accepted, insofar as a defect that was able to be identified by proper inspection is concerned. The same applies when the customer does not carry out an agreed acceptance, either by not carrying it out completely or in a timely manner.
If a defect subsequently appears, this fact must be notified immediately after discovery. Later notifications of defects are hereby excluded.
2. Insofar as nothing has been provided to the contrary in Sections VIII. 4 and/or VIII. 5 hereof, claims of the customer based on material defects – for whatever legal reason – are hereby excluded. We are therefore not liable for damage which does not occur to the delivery object itself. In particular we are not liable for loss of profits or other pecuniary loss suffered by the customer.
3. Insofar as nothing has been provided to the contrary in Sections VIII. 4 and/or VIII. 5 hereof, claims of the customer based on breach of an obligation arising from contractual obligation are hereby excluded.
4. The foregoing no-liability declarations (Sections VIII. 2 and VIII. 3 hereof) do not apply in circumstances where we are compulsorily liable, for example, if applicable, (1) pursuant to the German Product Liability Act, (2) due to loss of life, or injury to body or health which is/are attributable to a negligent or intentional breach of obligation by us or one of our legal representatives or one of our agents, (3) if the cause of damage or loss was caused intentionally or due to gross negligence by us or one of our legal representatives or one of our agents, (4) if the customer asserts rights based on a defect arising from a warranty regarding the characteristics or the particular duration of a characteristic, (5) we negligently breach a fundamental contractual obligation, (6) recourse claims in the consumer goods purchase delivery chain (Art. 478 of the German Civil Code) are involved.
5. If we negligently breach a fundamental contractual obligation, our obligation to pay damages therefor are limited to the contract-typical, foreseeable loss, if no intentional or grossly negligent behaviour is involved, and/or we are not liable due to loss of life, or injury to body or health.
6. If the contractor has effected a partial delivery, the customer can only rescind the entire contract if it no longer has an interest in the part performance. For successive delivery contracts, the customer’s rights are limited to each respective partial delivery.
7. In the case of the elimination of a defect or replacement delivery (subsequent fulfilment), Section VII. Numbers 1 and 2 apply correspondingly.
8. We can refuse to carry out the elimination of defects, as long as the customer has not paid for the portion of the delivery that was not objected not.
9. No claims against the contractor exist based on loss for which the customer was responsible. The customer is particularly responsible for damage/loss which occurs due to the following reasons:
- defective assembly or installation by the customer or a third party,
- chemical corrosion and radiation (UV light) on synthetic and metal parts,
- faulty order dates and norms regarding the planned usage,
- exceeding established bases of assessment (e.g. voltage, current, operation temperature, firing voltage),
- natural wear and tear,
- defective or negligent handling, unsuitable means of production or substitute materials, chemical or electrochemical influences, insofar as the same is not attributable to fault on our part.
10. All claims brought against us based on a material defect or defective title become barred by the statute of limitations 12 months after the legal commencement of the warranty, unless the German Product Liability Act or another Act, particularly Art. 438.1 Nr 2 of the German Civil Code (Construction and Items for Construction), Art. 479.1 of the German Civil Code (Recourse Claims in the Consumer Goods Purchase Delivery Chain) or Art. 634a.1 Nr 2 of the German Civil Code (Building Defects), prescribes a longer limitation period.

IX. Retention of Title
1. The contractor retains title to all goods it delivers until the customer has paid all debts (including future ones) arising from the business relationship. This also applies when individual claims of the contractor are taken into a running account as payment and the balance is calculated. The delivery of drafts and cheques does not count as payment for as long as redemption of the negotiable instrument has not occurred.
2. Subject to Section IX.3. hereof, in the context of the ordinary course of business, the customer is entitled to sell to third parties the goods to which the contractor retains title. If the third party purchaser is allowed time for payment, the customer has to retain title under the same conditions as prescribed above. The customer hereby assigns to the contractor the purchase price claims to which the former is entitled from the resale. In the event of resale together with goods from a third party, this assignment is only valid in the amount of the value of the goods at the time of the resale. The assignment takes place provisionally without notification; however, the vendor has to the right to collect the debts itself as soon as the customer does not comply properly with its payment obligations. The customer has to inform the purchaser of the assignment upon request by the vendor and give the latter all information necessary and useful for enforcing the transferred claims.
3. The customer only has the right to resell the goods to which the vendor retains title when it is ensured that the claim arising from this sale contract passes to the vendor. Therefore resale may not take place in the context of a current account relationship, nor may the assignability of claims from the resale be excluded with the purchaser.
4. If the value of the securities which exist for the contractor exceeds that of the claims by more than 20% in total, it is obliged in this respect, upon the customer’s request, to release part of the securities according to its discretion; however, only fully paid deliveries require to be released from the goods to which the contractor retains title.
5. The customer is obliged to take out reasonable insurance policies concerning goods to which the contractor retains title, against all usual risks, particularly fire, burglary and water hazards and to handle and store the goods with care. Insurance claims arising in the event of damage shall be assigned to the vendor.
6. In the event of levy or attachment of the goods and/or assigned claim by a third party, the contractor is to be promptly notified in writing including forwarding of a copy of the bailiff’s record.

X. Rendering of Services
For cases where only services are rendered by us, the rendering of services law of the German Civil Code shall apply thereto, upon the condition that these conditions shall apply in a corresponding manner.

XI. Final Provisions
1. This contract is exclusively governed by material German law. The place of performance for the obligations arising under this contract is Arnsberg/Germany.
2. The courts of Arnsberg/Germany shall be the exclusive venue and shall have jurisdiction internationally for all litigation arising out of or in connection with this contract,
a) if the other party is a business person or legal entity under public law or a public law special asset,
b) if the other party has no general legal domicile (residence, headquarters or usual domicile) within the Federal Republic of Germany, or
c) this party relocates its residence or usual domicile after entering into the contract out of the area of the Federal Republic of Germany or its residence or usual domicile is not known at the time of bringing the law suit.
3. The statutory provisions apply to default actions.
4. Should one of the provisions hereof and the further agreements entered into be or become invalid, the validity of the remaining part of the contract shall remain unaffected thereby. The contractual parties hereto are obliged to replace the invalid provision with one which comes as closest as possible to the economic effect of the invalid one.

January 01, 2002 BJB GmbH & Co. KG, Arnsberg, Germany
BJB GmbH & Co. KG | Werler Str. 1 | 59755 Arnsberg | Germany