General Terms and Conditions

General Terms and Conditions of 
Bauer und Trummer GmbH 
As of January 2025

1    General – Scope of Application

1. The following General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services during business transactions with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), unless a different explicit agreement has been made between the contracting parties.

2. Unless otherwise agreed, the GTC, as in force at the time of the customer's order or, in any case, as last communicated to the customer in written form, apply as a framework agreement for similar future contracts, without the need for us to explicitly refer to them in each individual case.

3. Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of business or purchase do not become part of the contract unless their validity is expressly agreed to in writing by us. Our conditions also apply if we carry out the delivery or service to the customer without reservation, despite being aware of conflicting conditions or conditions that deviate from ours.

4. Individual agreements (e.g., framework delivery contracts) and information in our order confirmation take precedence over the GTC. In case of doubt, trade clauses are to be interpreted according to the Incoterms issued by the ICC, valid at the time of contract conclusion.

5. Supplementary agreements, deviations from agreements, as well as legally relevant statements and notifications by the customer regarding the contract (e.g., setting of deadlines, defect notices, withdrawal, or reduction) must be provided in writing. This also applies to the waiver of the written form requirement. For the purposes of these GTC, the term "in writing" includes written and textual forms (e.g., letter, email). Legal formal requirements and additional evidence remain unaffected.

2    Offer, Order, and Quality

1. Our electronic, written, or verbal offers are, unless explicitly stated as binding, always non-binding and are to be understood as an invitation for the customer to submit an offer. The customer's order of the goods is considered a binding contract offer. The customer is bound to the offer for two weeks from the date of receipt by us. A contract is only concluded upon our acceptance of the offer, which can be done either in writing (e.g., through order confirmation) or by delivering the goods to the customer, but in any case, no later than upon acceptance of the delivery by the customer.

2. Agreements regarding the quality or characteristics are only made in writing on our part.

3    Industrial Property Rights, Copyrights

1. The contractual products, including circuit diagrams, drawings, designs, descriptions, and similar documents, as well as software, generally contain intellectual property rights/copyrights of the manufacturers/licensors. Notices of such protective rights on the contractual products must not be altered, covered, or removed by the customer.

2. The customer is obligated to inform their buyers about the aforementioned protective rights and license conditions of the manufacturers, as well as the limitations specified in the license terms.

3. We are only liable for damages resulting from the infringement of such protective rights if we were aware or should have been aware of their existence and if they lead to the customer being exposed to third-party claims. In terms of amount, our liability in this regard is limited to the invoice value of the goods.

4    Delivery, Transfer of Risk, Default

1. The scope and timing of the delivery are exclusively determined by our written specifications.

2. Unless our written specifications state otherwise, delivery is agreed to be ex-warehouse Bauer & Trummer where the place of performance for delivery and any subsequent fulfilment is also located. Upon the customer's request and at their expense, the goods will be shipped to a different destination (shipment purchase). The costs to be borne by the customer include, in particular, the costs of transport, as well as loading, unloading, and packaging costs. Unless agreed otherwise, we are entitled to determine the manner of shipment (including the transport company, shipping route, and packaging) at our discretion.

3. Unless alternative agreements have been made, the customer assumes our obligation to take back packaging materials in accordance with § 15 I VerpackG (German Packaging Act) and ensures the proper and lawful recycling of the types of packaging listed under § 15 I VerpackG. The customer is responsible for covering the costs associated with the return and recycling. Furthermore, the customer shall bear the costs in accordance with §19 III S.1 of the German Electrical and Electronic Equipment Act (ElektroG

4. The commencement of the delivery period specified by us is contingent upon the timely and proper fulfilment of the customer's obligations. The objection of non-fulfilled contract remains reserved.

5. Delivery times are non-binding unless explicitly agreed upon in writing as binding. We shall only be considered in default if the delay is attributable to us, the performance is due, and the customer has unsuccessfully set a written grace period (of at least 14 days.

6. The delivery period shall be reasonably extended in the event of measures within the scope of labour disputes, particularly strikes and lockouts, as well as the occurrence of unforeseen obstacles beyond our control, insofar as such obstacles demonstrably have a significant impact on the production or delivery of the delivered goods. This also applies if such circumstances arise with subcontractors/suppliers. We are not responsible for the aforementioned circumstances even if they occur during an existing delay. We will promptly inform the customer about the commencement and end of such obstacles.

7. The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon transfer of the goods. In the case of a sales contract involving shipment, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the customer upon delivery to the carrier, freight forwarder, or any other person designated to carry out the shipment. The same applies to drop-shipping. The handover is deemed to have occurred even if the customer is in default of acceptance.

8. If the customer is in default of acceptance, fails to perform a cooperative action, or if our delivery is delayed for other reasons attributable to the customer, we are entitled to demand compensation for the resulting damages, including additional expenses (e.g., storage and holding costs). Storage costs become due from the moment the goods are available and ready for retrieval. The same applies to other additional expenses incurred by us in accordance with statutory provisions.

9. We are entitled to reasonable partial deliveries and invoicing for such partial deliveries.

5    Prices and Payment

1. Unless otherwise agreed in individual cases (e.g., in the form of the order confirmation), our current prices at the time of contract conclusion apply, ex warehouse, plus statutory value-added tax.

2. Our prices, unless otherwise agreed in writing, are exclusive of value-added tax, energy surcharge, and, in the case of a sale involving shipment, costs for transport from the warehouse, packaging, and any transport insurance requested by the customer. Any duties, fees, taxes, and other public charges are borne by the customer.

3. We reserve the right to adjust our prices at our reasonable discretion based on the development of costs relevant to price calculation. A price increase or reduction may be considered if, after the conclusion of the contract, there are changes in costs, e.g., due to price increases or decreases from our suppliers and carriers, fluctuations in exchange rates, or legal changes with monetary effects on the contractual relationship. Increases in a cost item may only be considered for a price increase to the extent that no offset occurs through any decrease in costs in other areas. In the case of cost reductions, our prices are to be reduced, to the extent that these cost reductions are not fully or partially offset by increases in other areas. We will exercise our reasonable discretion in choosing the timing of a price change to ensure that cost reductions are reflected in the pricing at least to the same extent as cost increases.

4. The purchase price is due for payment within 10 days from the invoice date and delivery or acceptance of the goods, without any deduction, unless otherwise agreed. However, even within an ongoing business relationship, we are always entitled to deliver goods only against advance payment. We declare such a reservation at the latest with the order confirmation.

5. If the customer is in default after the expiration of the payment deadline, we are entitled – without prejudice to further rights – to demand default interest at the statutory rate. In case of payment default by the customer, all outstanding claims become due for immediate payment.

6. Customer repayments, even with different customer specifications, are initially applied to older debts. If costs and interest have already been incurred due to default, we are entitled to credit payments initially against the costs, then against the interest, and finally against the principal amounts.

7. If, after the conclusion of the contract, it becomes apparent (e.g., through an application for the opening of insolvency proceedings) that our claim for payment of the purchase price is jeopardized by the buyer's lack of performance capability, we are entitled to perform only against concurrent performance, demand adequate security, or, according to legal regulations, refuse performance – possibly after setting a deadline – and withdraw from the contract (§ 321 BGB).

6    Retention of Title

1. We retain ownership of the sold goods until the complete payment of the purchase price. In ongoing business relationships, we reserve ownership of the sold goods until the full payment of all claims arising from the business relationship (secured claims) between us and the customer.

2. The customer is obligated to handle the goods with care – if ownership has not yet transferred to them. In particular, the customer is obliged to adequately insure the goods, at least up to the amount of the purchase price, against fire, water, and theft, at their own expense.

3. Goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been fully paid. The customer must promptly notify us in writing if an application for the opening of insolvency proceedings is filed or if there are third-party interventions (e.g., seizures) on goods owned by us.

4. In the event of the customer's contractual breach, particularly non-payment of the due purchase price, we are entitled to withdraw from the contract and/or demand the return of the goods based on the reservation of title, according to statutory provisions. The request for return does not simultaneously imply a declaration of withdrawal; instead, we are entitled to demand the return of the goods and reserve the right to withdraw. In case of non-payment by the customer, we will enforce these rights only after having unsuccessfully set a reasonable deadline for payment or if such a deadline is dispensable according to statutory provisions.

5. The customer is authorized to resell and/or process goods subject to retention of title in the ordinary course of business. The customer hereby assigns the claims arising from the resale or processing of the goods to us in advance. We accept the assignment. The customer remains empowered to collect these claims, without affecting our authority to collect the claims ourselves. However, we will not collect the assigned claims if the customer fulfils their payment obligations from the proceeds received, is not in default of payment, and no application for the opening of insolvency proceedings has been filed or payment has been suspended. In such cases, we are entitled to revoke the customer's authority to further sell or process goods subject to retention of title. The customer is obliged to provide us with all information and details necessary for the collection of the assigned claims.

6. The retention of title extends to products resulting from the processing, mixing, or combining of our goods to their full value, with us being considered the manufacturer. In the case of processing, combining, mixing, or blending of the reserved goods with other goods not belonging to us, we acquire joint ownership in the new item in proportion to the invoice value of the reserved goods compared to the other processed goods at the time of processing, combination, mixing, or blending. If the customer acquires sole ownership of the new item, it is agreed that the customer will transfer proportional joint ownership to us. This joint ownership is stored free of charge by the customer for our benefit. The pre-agreed advance assignment under section 6.5 applies in the aforementioned cases only to the extent of the invoice value of the reserved goods sold together with other goods.

7. In the event of seizures or other third-party access to the reserved goods or the claims assigned in advance, the customer must promptly inform us, providing all necessary information for intervention. Costs arising from this, which cannot be recovered from the third party, shall be borne by the customer.

8. We undertake to release the securities to which we are entitled according to the above provisions at the customer's choice and request, to the extent that the value of these securities exceeds the secured claims by more than 20%.

7    Warranty

1. The basis of our liability for defects primarily relies on the agreement made regarding the quality and intended use of the goods (including accessories and instructions). In this context, any product descriptions and manufacturer specifications that are part of the individual contract or were publicly disclosed by us (especially in catalogues or on our website) at the time of concluding the contract constitute an agreement on quality. If the quality has not been explicitly agreed upon, the determination of whether a defect exists or not will be assessed according to statutory regulations (§ 434 III BGB). Public statements made by the manufacturer or on its behalf, particularly in advertising or on the label of the product, take precedence over statements by other third parties.

2. Guarantees acquired by the customer along with the goods constitute, unless otherwise agreed, a manufacturer's guarantee or an extension of the manufacturer's guarantee provided by the manufacturer for a fee, which we merely facilitate for the customer. A seller's guarantee provided by us exists only if expressly designated as such in writing.

3. For goods with digital elements or other digital content, we are obligated to provide and, if necessary, update digital content only to the extent expressly indicated in an agreement on quality as per section 7.1 above. We do not assume liability for public statements made by the manufacturer or other third parties in this regard.

4. We are not liable for defects known to the customer at the time of contract conclusion or defects the customer grossly negligently fails to recognize (§ 442 BGB). The assertion of customer rights regarding defects also requires the customer to fulfil their inspection and complaint obligations in accordance with § 377 HGB (German Commercial Code). The customer must promptly inspect the goods upon receipt for completeness, conformity with delivery documents and the order, and report any visible discrepancies and defects in writing without delay. In the case of recognizable transport damage or shortages upon delivery, these must be fully noted on the carrier's receipt in accordance with § 438 HGB. If, at the request of the customer, we directly deliver goods to a third party (so-called drop-shipping), the customer undertakes to inform the third party about the inspection and complaint obligations as per § 377 HGB. In the case of the sale of used goods, any warranty is excluded, unless it involves damages resulting from the violation of life, body, or health, or the damages arise from intentional or grossly negligent breach of duty. If the customer fails to carry out a proper inspection and/or report a defect, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. In the case of goods intended for installation, attachment, or installation, this also applies if the defect becomes apparent after the corresponding processing due to the violation of one of these obligations; in this case, there are no claims by the customer for reimbursement of corresponding costs ("installation and removal costs").

5. In the event of a defect in the purchased item, the customer, if a manufacturer's guarantee exists, is encouraged to genuinely attempt an out-of-court settlement of claims under the manufacturer's guarantee against the manufacturer before invoking our liability. We will assist the customer in this process. However, the customer's warranty claims against us remain unaffected by this and are particularly not limited by any existing manufacturer's guarantee.

6. If the delivered item is defective, considering the interests of both parties, we decide whether to remedy the defect through repair of the defective goods or replacement with a defect-free item. If the method of rectification chosen by us is unreasonable for the customer in individual cases, the customer can reject it. Our right to refuse rectification under statutory conditions remains unaffected.

7. We are entitled to make the provision of owed rectification dependent on the customer paying the due purchase price. However, the customer is entitled to withhold a reasonable portion of the purchase price in relation to the defect.

8. The customer must provide us with the necessary time and opportunity for the owed rectification, in particular, hand over the contested goods for inspection purposes. Replaced goods or parts thereof remain our property and must be returned to us; however, the customer has no right to return.

9. If we are unwilling or unable to rectify the defect, or if rectification is delayed beyond reasonable deadlines for reasons attributable to us, or if rectification fails in any other way, or if it is not reasonable for the customer, the customer - without prejudice to their rights under Clause 8 - is entitled to either withdraw from the contract or demand an appropriate reduction in the purchase price. In the event of withdrawal, the customer is obliged to account for the benefits derived until the withdrawal. The benefit for the period until withdrawal is calculated proportionately based on the purchase price and the usual total useful life of the goods unless the use was only possible to a limited extent or not at all due to the defect. Both parties are not precluded from providing evidence of a lower or higher benefit. An insignificant defect does not entitle the customer to withdraw from the contract.

10. If the examination of a defect report reveals that there is no material defect, and the customer knew this or could have recognized it, we are entitled to demand compensation from the customer for the costs incurred from the unjustified defect removal request.

11. Claims by the customer for reimbursement of expenses under § 445a I BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c S. 2, 327 V, 327u BGB).

8    Liability and Limitation of Action

1. We are liable for the violation of contractual and non-contractual obligations in accordance with statutory provisions, unless otherwise stipulated in these GTC.

2. We are liable for damages – regardless of the legal basis – in the context of liability for intent and gross negligence. In cases of ordinary negligence, our liability is limited, subject to legal liability restrictions (e.g., diligence in our own affairs, insignificant breach of duty), only to:

• Damages resulting from the violation of life, body, or health,
• Damages resulting from the violation of a material contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contracting party regularly relies); in this case, our liability is limited in amount to the replacement of the contract-typical foreseeable damage.

3. The liability limitations stipulated in these GTC also apply to third parties and in case of breaches of duty by persons whose fault we are responsible for under legal regulations. They do not apply if a defect has been fraudulently concealed, a guarantee for the quality of the goods has been assumed, or for claims of the customer under the Product Liability Act.

4. Breaches of duty that do not constitute a defect only entitle the buyer to withdraw or terminate the contract if we are responsible for the breach of duty. Otherwise, the statutory conditions and legal consequences apply.

5. Claims arising from defects in quality and title shall, deviating from § 438 I Nr.3 BGB, be subject to a limitation period of twelve months from acceptance, and if such acceptance has not been agreed upon, from delivery.

6. The above limitation periods from the field of sales law apply, except for the provisions under Clause 8.2 and claims under the Product Liability Act, also to contractual and non-contractual claims for damages by the buyer based on a defect in the goods. This does not apply if the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.

9    Usage and Protection of Access Data

1. The customer undertakes to keep his access data for the webshop confidential and not to disclose them to unauthorized third parties. The customer is liable for any misuse of the access data attributable to him, subject to the provisions in Section 8 "Liability and Limitation of Action" of these GTC.

2. The customer is obliged to inform us immediately if he suspects that unauthorized third parties may have gained access to his access data.

3. In the event of suspicion of misuse or unauthorized use of the access data, we reserve the right to temporarily block the customer account or take other appropriate measures to ensure the security of the account.

10    Returns

1. Returns must be registered by the customer. Returns, unless otherwise agreed, must be sent free of charge within 10 working days from the return registration and will only be accepted subject to our inspection. The specific address for the return will be communicated during the return process. Returns can only be processed by us, unless otherwise agreed, if the return confirmation of the return registration is included with the return. The issuance of the RMA number does not constitute recognition of a defect or other complaint by the customer. For returns where no defect exists within the meaning of the German Civil Code (BGB), especially in the case of unjustified refusals of acceptance, we reserve the right to charge a restocking fee of at least 10% of the product value.

11    Loan Requests

1. Loan requests must be submitted by the customer using our loan request form. Each loan request will be reviewed by us. The result of the review, including the binding loan period, will be communicated to the customer. There is no entitlement to a loan. The loan agreement in accordance with § 598 BGB only comes into effect with our express consent after the review of the loan request has been completed. The statutory provisions according to §§ 598 ff. BGB apply to the loan.

2. The loaned goods will be delivered to the delivery address specified in the loan request free of charge. The loan period begins with the handover of the loaned goods to the customer.

3. The customer is obliged to return the loaned goods no later than the last day of the agreed loan period. The date of handover of the loaned goods to a shipping service provider for dispatch is decisive for timely return. This handover must be proven by the customer with an appropriate delivery receipt upon request. The customer bears the costs and the transport risk for the return shipment. The loaned goods and the accompanying accessories must be returned in a defect-free condition and in the original or supplied shipping packaging.

4. If the loan period is exceeded, we reserve the right to charge a contractual penalty of €50.00 per day and per loaned device from the first day of the overrun.

5. The customer is not entitled to sell, rent, lend, or encumber the loaned goods to third parties.

12    Export

1. Products delivered by us are intended for use and retention in the delivery country agreed upon with the customer. If the customer intends to re-export products, they are obligated to comply with the applicable export control regulations, especially U.S., European, and national export regulations. Re-exporting products, individually or in integrated form, contrary to these provisions is prohibited.

2. The customer must independently inquire about these regulations according to German regulations at the Federal Office for Economic Affairs and Export Control, 65760 Eschborn/Taunus, and according to U.S. regulations at the U.S. Department of Commerce, Office of Export Administration, Washington DC 20320. Regardless of whether the customer specifies the destination of the delivered contract products, it is the customer's responsibility to obtain, at their own risk, any necessary approval from the relevant export control authorities before exporting such products. We have no obligation to provide information.

3. Any further delivery of contract products by customers to third parties, with or without our knowledge, requires the simultaneous transfer of the export approval conditions. The customer is responsible for properly observing these conditions towards us.

13    Jurisdiction, Place of Performance, Choice of Law

1. These GTC are provided in the English language for convenience. In the event of any discrepancies or inconsistencies between the English version and the German version, the German version shall prevail.

2. These GTC as well as the entire contractual relationship between us and the customer are exclusively governed by the laws of the Federal Republic of Germany, excluding the provisions of international uniform law, especially the UN Convention on Contracts for the International Sale of Goods (CISG).

3. The place of performance for all obligations arising from the contractual relationship is Nuremberg. The place of jurisdiction for all disputes arising from the contractual relationship, including its inception and validity, is Hamburg for merchants, legal entities under public law, or special public funds. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, we are entitled to sue the customer at its place of business.