General Terms and Conditions
DINA Elektronik GmbH

I. General Information

1. The following delivery and payment terms apply to the entire business relationship with our customers, if the costumer is an entrepreneur, an enterprise, a legal entity under public law or a special public fund. The Purchaser acknowledges them as being binding for the present contract and for all future transactions in the respectively effective version. Deviating agreements require our written consent. The Purchaser abstains from asserting its own terms and conditions for purchases. Such terms and conditions of the Purchaser shall not become a part of the agreement, neither due to our silence nor any deliveries carried out.
2. References to the validity of statutory provisions shall solely serve the purpose of clarification. Therefore, the statutory regulations shall also apply without such a clarification insofar as they are not modified or explicitly excluded in these terms and conditions.
3. Individual agreements (including ancillary agreements, additions and changes) with the Purchaser shall take, in any case, precedence over these terms and conditions. Such agreements must be concluded in writing.

II. Sales Quotations

1. Our quotations are always subject to change without notice.
2. Illustrations, dimensions and weights as well as information of any other kind shall not be binding. We reserve the right to make design modifications due to normative grounds or to improve the functional reliability. The modifications do not affect the appropriateness of the products for their intended use.
3. Additional agreements of any kind require our written consent to be valid; in particular, discrepancies in graphical descriptions shall only be valid if they were stipulated in detail by us in writing.

III. Delivery

1. Deliveries take place according to our operating conditions. We do not guarantee to adhere to a specified delivery deadline. If the Purchaser is in default with the payment of a former delivery, we are entitled to retain deliveries without being obligated to compensate any losses caused thereby.
2. Provided that disturbances in production or delivery – lying beyond our sphere of influence – involving ourselves or our sub-suppliers, for instance, owing to force majeure, transport disruption, strikes or lockout prevent the timely performance of the contract, of which we inform the Purchaser immediately, the delivery period shall be appropriately extended. The Purchaser may only withdraw from the contract if, following the expiration of the extended delivery period, an appropriate period of grace has been granted in writing. The withdrawal must be made in writing, if we do not fulfill our obligations within the period of grace.
3. If, due to the reasons stated in aforesaid paragraph 2, it is subsequently impossible for us to fulfill the contract, we shall be released from our obligation to deliver. We shall inform the Purchaser of this situation without delay. Claims of the Purchaser for damages due to delay or non-fulfillment shall be excluded in these cases.
4. We shall be entitled to make partial deliveries, as far as they are reasonable for the customer.

IV. Prices

1. Unless otherwise agreed, the price calculation is based on the list price valid on the day of the order. VAT is not included in the displayed prices and will be accounted separately.
2. The minimum order volume is € 150,00 excluding VAT. For smaller orders we charge € 150,00 plus VAT, due to the originating processing efforts.
3. All prices quoted by us are calculated based on the material and raw material prices applicable at the time the relevant offer is made. These calculations and prices are therefore the contract basis (“Geschäftsgrundlage”). Against the background of market price dynamics, significantly extended delivery times as well as sourcing problems (currently in particular electronic components of the manufacturers STMicroelectronics N.V., NXP Semiconductors, Infineon Technologies AG, Texas Instruments Incorporated, Renesas net price Electronics K.K. and Microchip Technology Inc), the calculation basis may change significantly and unforeseeably by the time of delivery. If, as a result of the aforesaid circumstances, the previously agreed net price increases or decreases by more than 10 %, as the case may be, after offsetting against other increasing or decreasing cost factors, what we prove upon request, these changes must be taken into account in the pricing by means of a fair and partnership based settlement. Each contracting party shall therefore have the right to demand from the other party to renegotiate the prices in good faith within a reasonable period of time, taking due account of the interests of both parties. In the event of a failure of these negotiations, we shall be entitled, in accordance with the statutory rules on the determination of performance by the creditor (sections 315, 316 of the German Civil Code), to determine a reasonable price which reflects the changes and the reasonableness of which is subject to judicial review.

V. Payment

1. Our invoices are payable within 14 days from the date of the invoice. However, we are also entitled to make delivery against immediate payment only.
2. We do not grant or accept cash discount.
3. If the due date for a payment is exceeded, we shall be entitled, without any reminder, to charge an interest of 3 % above the applicable base interest rate of the Deutsche Bundesbank (German Central Bank), however at least 5 % p.a.
4. We reserve the right to decide on a case-by-case basis whether or not accepting bills of exchange and checks. They shall only be accepted on account of payment and credited to account under usual reserve. For bills of exchange we charge the discount and collecting charges in line with banking practice. We are not liable for punctual collection or punctual protest.
5. In the event that a bill of exchange or check is not cashed on time, or circumstances in the respect of the Purchaser arise in which in our opinion a payment in due time reasonably cannot be expected, we shall be entitled to demand the entire claim immediately – even if bills of exchange or checks have been given for this purpose.
6. For the Purchaser a right of retention is excluded, unless in case of undisputed or legally asserted claims. The same shall apply to set-offs by the Purchaser.

VI. Retention of Title

1. The goods shall remain in our ownership until all accounts receivable from the Purchaser – originating from any legal grounds whatsoever (including bills of exchange, checks, assignments, declarations of surety, compensation for damages, etc.) including those arising in the future – are paid. This shall also include contingent receivables.
2. In the event that such reserved goods within the scope of §§ 947 and 950 of the German Civil Code (“Bürgerliches Gesetzbuch” – BGB) are processed or combined with other items not belonging to us, we shall be entitled to a share of co-ownership pertaining to the new item in proportion with the value of the items subject to retention of title to the rest of the processed or combined item at the time of processing or combining. In the event that the Purchaser acquires the sole ownership of the new item, he hereby transfers to us a share of co-ownership in the new item in proportion with the value of the processed or combined reserved good to the rest of the processed or combined item at the time of processing or combining and shall keep the new item for us free of charge.
3. The Purchaser shall be allowed to sell the reserved goods in the course of regular business operations for cash or under reservation of title; however, the Purchaser is not entitled to other acts of disposal, in particular chattel mortgage or pawning.
4. In order to secure our claims – on any legal grounds whatsoever (compare Number VI. paragraph 1) – the Purchaser hereby transfers to us all outstanding accounts based on goods from our deliveries in the amount of the resale price, including VAT and the corresponding claims from bills of exchange inclusive of all ancillary rights.
5. In the event that the reserved goods are sold for an all-inclusive price together with other goods not belonging to us, the transfer only refers to the amount which we charged against the Purchaser for the reserved goods sold in combination.
6. In the event that claims of the Purchaser arising from the resale are credited to a current account, the Purchaser hereby transfers to us his claims against its customer arising from the current account. This transfer shall correspond with the amount which we charged for the reserved goods which have been resold.
7. The Purchaser shall be entitled, until such entitlement is revoked, to collect the claims transferred to us. In the event that circumstances in the respect of the Purchaser arise in which in our opinion a grant of a period of grace is no longer justified, we are entitled to access the Purchaser’s bookkeeping documents – at all times during usual business hours and with greatest possible care to protect his operational procedures – for the purpose of ascertaining the claims transferred pursuant to Number VI. paragraph 4 ff., the Purchaser provides us with all information and documents, as well as giving us bills of exchange and – at our request – notifies the debtors in writing of the transfer.
8. If circumstances mentioned in Number VI. paragraph 7 arise, the Purchaser must grant us access to the reserved goods in his possession, send us a precise list of reserved goods, separate them and hand them over to us. If the value of this security exceeds the amount of our claim by more than 20%, we shall release the security to that extent at our own discretion upon request of Purchaser.
9. The Purchaser shall inform us promptly in writing of any attempts by third parties to gain access to the reserved goods or the claims transferred to us and help us in every way in the intervention. The costs of the intervention shall be borne by the Purchaser, insofar as the intervention is successful and a reimbursement of the expenses cannot be acquired by the third party.

VII. Packing and Shipping

1. Deliveries were made in usual and customary trade packages. The acceptance of the goods by the carrier or forwarding agent without complaint shall constitute proof of unobjectionable packaging.
2. Delivery shall be ex works. We are entitled, but not obligated, to cover the shipment insurance on behalf of the Purchaser and under calculation of the cost price.
3. If a shipment is delayed for more than 14 days by reasons which can be attributed to the Purchaser, we are entitled to bill a monthly storage fee of € 10,00 per sqm storage area. The proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination right) remain unaffected; however, the aforesaid flat rate is to be offset against further monetary claims. The Purchaser has the right to furnish evidence that no or a substantially minor damage than the above-mentioned flat rate was caused.

VIII. Passing Risk

The risk shall pass to the customer as soon as the goods leave our company. All shipment risks, including potential returns, shall be borne by the Purchaser.

IX. Warranty

1. The statutory regulations shall apply to the rights of the Purchaser in case of material defects and defects of title (including false and shortfall in delivery as well as improper assembly or faulty assembly instructions) insofar as not otherwise determined below.
2. The basis for any claim for defects is primarily the agreement regarding the condition of the product. Agreements regarding the condition of the goods include any designated product descriptions (including those of the manufacturer) which were made available to the customer prior to his order or became part of the contract in the same way as these Terms and Conditions.
3. If there is no special agreement on the condition of the product, the presence or absence of a defect shall be determined based on the statutory regulations (§ 434 para. 1 sentence 2 and 3 BGB). However, we assume no liability for statements made in public (e.g. advertising statements) of the manufacturer or other third parties. Deficiencies due to natural wear and tear or improper use (unfavorable operating circumstances, violations of our operating instructions or of the rules of electrical engineering) do not lead to defectiveness.
4. The Purchaser’s claims for defects presume that he has satisfied the statutory obligations to inspect the goods and report complaints (§§ 377, 381 HGB [“Handelsgesetzbuch” – German Code of Commercial Law]). In case of the detection of a defect in the inspection or later on, the Purchaser immediately notices us in writing. The notification is immediate, if it is made within two weeks, whereby compliance with this deadline is met if the notification is sent in good time. Independently from this obligation for inspection and reporting of complaints, the Purchaser shall give notice in writing on any obvious defects (including false and shortfall in delivery) within two weeks after delivery, whereby – in this regard too – compliance with this deadline is met if the notification is sent in good time. If the customer fails to examine the goods properly and/or fails to give any notification of defect, we will not be liable for any defects not notified.
5. If the delivered good is deficient, the deficiency will – within the warranty period – at our option either be repaired or the good replaced for free. The warranty period for our products amounts to 18 months, beginning with the day of the delivery ex works unless the law mandatorily requires a longer period.
6. The Purchaser provides us with the necessary time and opportunity to facilitate the owed supplementary performance, in particular, he hands over the objected goods and describes the defect. In case of a replacement delivery, the Purchaser shall return the defective item to us in accordance with the statutory provisions. The supplementary performance shall neither include the disassembly of the defect good, nor the reassembly, if we were originally not obliged to assemble.
7. If a defect actually exists, we shall bear any expenses required for examination and supplementary performance, including, but not limited to, transport, travel, labour and material costs (except from disassembly and reassembly costs). If the Purchaser‘s request for remedying defects proves to be unjustified, we may demand that the Purchaser reimburses us for any costs incurred (especially examination and transportation costs), unless the missing defectiveness was not detectable for the Purchaser.
8. In urgent cases, e.g. endangering of the operational safety or in order to prevent disproportionate damage, the Purchaser shall be entitled to correct the deficiency himself and to demand the expense objectively required. The Purchaser shall give notice of such a self-performance immediately, if possible beforehand. The right of self-performance shall not apply, if we were entitled to refuse the supplementary performance according to statutory provisions.
9. If the supplementary performance has failed or cannot reasonably be expected under the statutory provisions, the Purchaser shall have the right to withdraw the contract or to demand a reduction of the purchase price. The right of withdrawal is excluded in case of an insignificant defect.
10. Claims of the Purchaser for damages or reimbursement for any unnecessary expenses may, even in the case of defectiveness, only be asserted according to Number X and are excluded in all other respects.

X. Liability

1. Unless provided otherwise in these Terms and Conditions, including the following stipulations, we shall be liable for any breach of contractual or non-contractual obligations in accordance with the statutory provisions.
2. In respect of fault-based liability, we shall be liable for damages – regardless of their legal grounds – for wilful intent and gross negligence. In cases of ordinary negligence, our liability shall be – subject to a lower standard of liability under statutory provisions – limited to damages for death or injury to body or health and damages for the breach of a material contractual obligation (i.e. an obligation that is of the essentiality that its exact performance is so substantial for the purpose of the contract that the other contract party usually can rely and is entitled to rely upon its fulfilment); in this case, our liability shall be limited to compensation for the foreseeable typical damage.
3. The restrictions of liability resulting from Number X paragraph 2 above shall also apply to breaches of duty by or for the benefit of persons whose faults we must take responsibility for. This shall not apply if we have deliberately concealed a defect or warranted the condition of the goods and for claims of the Buyer under the German Product Liability Act (“Produkthaftungsgesetz”).
4. For breaches of duty not being a defect the Purchaser shall only be entitled to withdraw or terminate the contract, if we are responsible for such a breach. The customer shall not have a free right to terminate the contract (especially not according to §§ 651, 649 BGB). Apart from that, the statutory provisions and legal consequences will apply.

XI. Labeling, Protective Rights

1. Any alteration in our goods and any sort of special stamping that could be deemed to be the original mark of the Purchaser or of third parties, or which could give the impression of a special product, shall not be permitted.
2. We shall assume liability for ensuring that the goods as such are free of protective rights of third parties in all countries of the world with the exception of the USA and Japan; if third parties should assert justified claims in these countries, we shall acquire for the sold goods as such a license of our own choice and at our own expense, or replace them with such goods that are free of protective rights. Should this not be possible for legal or technical reasons, or unreasonable from commercial points of view, we shall take back the goods in return for repayment of the purchase price. Further claims against us shall be excluded. We shall assume no liability if using the sold goods should encroach upon the protective rights of third parties.
3. We shall assume no liability if goods manufactured according to Purchaser’s specifications should encroach upon the protective rights of third parties. This shall also apply if we cooperated in the development or developed the goods ourselves according to the Purchaser’s specifications.

XII. Legal Force

Should any of these Terms – for any reason whatsoever – not be applicable, this shall not affect the legal force of the remaining Terms.

XIII. Place of Performance, Legal Venue

The place of fulfillment shall be Wolfschlugen. Jurisdiction for all disputes arising from this contractual relationship, including withdrawal and so forth, shall be Stuttgart or Nürtingen, at our own option, insofar as no mandatory law dictates otherwise. The laws of the Federal Republic of Germany shall apply exclusively with the exception of the regulations of the UN Convention on Contracts for the International Sale of Goods (CISG).

XIV. In General

In all other respects, the General Terms of Delivery for Products and Services of the Electrical Industry published by the German Electrical and Electronic Manufacturers’ Association (Zentralverband Elektronik- und Elektroindustrie (ZVEI) e.V.), Lyoner Straße 9, 60528 Frankfurt a.M. in their respective valid version shall additionally apply, unless otherwise agreed in these General Terms and Conditions.
By placing an order the Purchaser recognizes our delivery Terms solely.