Terms and Conditions
General Terms and Conditions for Sales and Supply Contracts
§ 1 General Provisions
These General Terms and Conditions form an integral part of all quotations and contracts relating to supplies and services, including any consultancy services provided by Katronic GmbH & Co. KG, Gießerweg 5, 38855 Wernigerode, Germany, hereinafter referred to as ‘Katronic’, even in ongoing and future business dealings without express reference.
These General Terms and Conditions apply to any person who, at the time of concluding the contract, is acting in the course of their commercial or self-employed professional activities (business operator) and to legal entities governed by public law or a special fund under public law.
Any other terms and conditions of the purchaser shall only be binding if agreed in writing. Any references by the purchaser to their own terms and conditions are hereby expressly rejected. Verbal commitments and agreements shall only become binding upon written confirmation.
Where Incoterms are used, the 2010 version shall apply.
The buyer may only assign claims arising from the sales contract with Katronic’s prior written consent.
Katronic reserves all rights of ownership and copyright in the samples, drawings, models, tools, cost estimates and all information, whether tangible or intangible (including in electronic form), made available to the buyer. These must not be made available to third parties without Katronic’s prior consent.
§ 2 Order
Katronic’s quotations are to be regarded as non-binding invitations to enter into a contract. A sales contract is only concluded when Katronic accepts the buyer’s order by means of a written order confirmation or by fulfilling the order, or by confirmation via email or by fulfilling the order.
Katronic is entitled to withdraw from the contract without compensation to the buyer if force majeure renders performance of the contract impossible.
The buyer shall have no right of withdrawal on the grounds of a deterioration in Katronic’s financial position following the conclusion of the contract.
§ 3 Prices
The terms and conditions and price lists in force at the time of the order shall apply. Previous prices cease to be valid upon the introduction of a new price list. The introduction of a new price list shall not affect sales contracts that have already been concluded.
Sales prices shall only be deemed fixed prices if confirmed in writing by Katronic. They are quoted on an ex-works (EXW, Gießerweg 5, 38855 Wernigerode, INCOTERMS) basis, plus the statutory value-added tax applicable at the time of delivery and packaging costs.
If, after the conclusion of the contract, costs beyond Katronic’s control – such as raw material prices – rise by more than 10 per cent, Katronic may increase the prices accordingly on the date of delivery for deliveries due more than four months after the conclusion of the contract.
§ 4 Delivery and Transfer of Risk
Delivery shall be made FCA, Gießerweg 5, 38855 Wernigerode, INCOTERMS, or in accordance with an offered or confirmed INCOTERMS clause.
If, at the buyer’s request, Katronic dispatches the goods sold to a location other than the place of performance, the risk of accidental loss and accidental deterioration shall pass to the buyer as soon as Katronic has handed the goods over to the carrier, carrier or any other person commissioned to carry out the dispatch. This shall also apply if Katronic bears the costs of dispatch or carries it out itself. If the goods are ready for collection, the risk shall pass to the buyer upon receipt of notification that the goods are ready for dispatch.
The buyer is responsible for disposing of the packaging.
Delivery times shall only be regarded as fixed dates for a firm sale if Katronic has expressly confirmed them as such.
Compliance with delivery dates is subject to the buyer having fulfilled all prior obligations, in particular providing Katronic with the information necessary to fulfil the order, supplying any required official certificates and test reports where applicable, and paying the agreed advance payment. Agreed delivery times shall be extended appropriately until such time as the preliminary obligations have been fulfilled.
Failure by Katronic to meet delivery dates and deadlines shall only entitle the buyer to assert the rights to which they are entitled once they have set Katronic a reasonable grace period of at least 15 working days, unless this is not required by law.
If Katronic is prevented from fulfilling its obligations by unforeseen circumstances which could not be averted despite exercising reasonable care (force majeure), the delivery period shall be extended by the duration of the hindrance. This shall also apply in the event of industrial action, disruptions to Katronic’s own operations, disruptions to the operations of subcontractors (insofar as alternative procurement cannot reasonably be expected), including transport contractors, disruptions caused by measures taken by public authorities, and disruptions to transport routes.
Katronic is entitled to make partial deliveries, provided this does not unreasonably disadvantage the buyer.
If the buyer fails to accept the goods, partial services or partial deliveries even after a reasonable deadline has been set, Katronic shall be entitled to claim 20 per cent of the order value as a lump-sum compensation. The buyer is free to prove that no damage, or only minor damage, has been incurred.
§ 5 Payment
A separate invoice shall be issued for each delivery, dated on the day of dispatch. This also applies to agreed partial deliveries. Any advance payments made shall be allocated proportionally to the individual partial deliveries.
The invoice amount is due for payment no later than 30 days after the invoice date. Payments must be made by bank transfer.
Katronic does not grant any discount even for payment before the due date.
Payments by cheque or bill of exchange are made on account of performance and require Katronic’s consent; discount, bill of exchange charges and costs shall be borne by the buyer, unless otherwise agreed.
In the event of a justified complaint regarding defective goods, the buyer may provisionally withhold only that part of the purchase price which corresponds to the invoice amount for the part of the delivery that is the subject of the complaint.
In the event of late payment, arrears in interest on late payments, a cheque or bill of exchange being protested, or any other material deterioration in the buyer’s financial position following the conclusion of the contract, Katronic shall be entitled to make further deliveries only against payment in advance, to declare all outstanding invoice amounts immediately due and payable, and to demand cash payment or the provision of security in lieu of bills of exchange accepted on account of payment.
Interest on arrears shall be 9% above the base rate of the German Bundesbank.
Katronic shall charge a fee of EUR 40.00 for the second and each subsequent reminder. The costs of legal proceedings shall be borne by the buyer.
Set-off against counter-claims is only permitted in the case of undisputed claims or those that have been legally established.
§ 6 Warranty, Liability for Defects
The specifications set out in the order confirmation shall be solely decisive for the contractual quality of the goods. The suitability of the goods for the buyer’s intended purposes is not covered by the contractual quality. The contractual quality covers deviations customary in the trade and minor, technically unavoidable deviations, wear and tear inherent in the nature of the goods, and deviations from the quality described in brochures or similar representations or in quotations (shape and colour), insofar as they result from the natural irregularities of the materials used. These do not constitute a defect. No claims for defects shall arise in respect of defects which do not impair, or only insignificantly impair, the value of the delivered item.
The buyer undertakes to check the specifications set out in the order confirmation for consistency with regard to the intended use.
The buyer’s warranty rights are subject to the buyer having fulfilled their obligations to inspect the goods and give notice of defects promptly and in the proper manner. The buyer is obliged to inspect and accept incoming goods without delay and with due care. The inspection for obvious defects and short deliveries must take place no later than 8 days after receipt of the goods at their destination. Failure to carry out this inspection shall be at the buyer’s own risk. Defects which could not be detected even upon the most careful inspection within this period (hidden defects) must be reported by the buyer in writing without delay, but no later than 8 days after their discovery.
Any liability for material defects shall lapse in the event of modifications to the goods that go beyond use in accordance with the state of the art and Katronic’s instructions. This applies in particular to the use of non-recommended or non-original spare parts, as well as to use contrary to the intended purpose.
In particular, no liability is accepted in the following cases: unsuitable or improper use; faulty assembly or commissioning by the buyer or third parties; natural wear and tear; faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, insofar as Katronic is not responsible for them.
Katronic accepts no liability for production downtime, loss of profit, loss of use, loss of business, increased maintenance costs or any other consequential or indirect damage.
If the buyer or a third party carries out repairs improperly, Katronic shall not be liable for the resulting consequences. The same applies to any alterations made to the goods without Katronic’s prior consent.
If the goods are defective at the time of the transfer of risk, Katronic may, within the framework of the claim for subsequent performance and at its discretion, either repair the goods or supply a replacement within 10 days of receiving the returned goods. The buyer must allow Katronic sufficient time and opportunity to do so. If this does not occur, or if alterations or repairs are carried out on the defective item, Katronic shall be released from liability for defects. Replaced parts shall become the property of Katronic.
The buyer’s claims for damages arising from defective goods are limited to foreseeable and unavoidable damage. The buyer is obliged to minimise any potential damage by inspecting the goods in good time at the earliest opportunity.
Unless otherwise agreed, claims for defects shall become time-barred 12 months after the date of delivery. In the event of injury to life, limb or health; in the event of a breach of duty by Katronic arising from wilful misconduct or gross negligence; in the event of fraudulent concealment of a defect; or in the event that Katronic has given a guarantee of quality, the statutory limitation periods shall apply.
If a complaint regarding a defect is unfounded, the buyer shall reimburse Katronic for all costs incurred in dealing with the complaint.
Where the buyer resells goods delivered with defects to consumers as end users, they may claim a flat-rate reimbursement of EUR 50.00 from Katronic, but only upon providing evidence of the defect and of the goods inspection carried out by them. Katronic reserves the right to provide evidence of higher or lower costs in each case.
In all other respects, Section 8 applies to claims for damages.
§ 7 Retention of title
Katronic retains title to the goods delivered until the purchase price and any ancillary claims have been paid in full.
In dealings with traders, Katronic reserves title until full payment of all claims arising from the business relationship.
Where payment is made by bill of exchange, the retention of title shall not cease until the bill has been honoured by the drawee.
Should Katronic withdraw from the contract (in particular due to the buyer’s default on payment), Katronic shall be entitled to take back the goods subject to retention of title. In order to exercise this right, Katronic is permitted to enter the buyer’s business premises during normal business hours. Withdrawal from the contract shall be deemed to have been declared when Katronic demands the return of the goods delivered subject to retention of title.
The buyer must not pledge the goods subject to retention of title or assign them as security. The buyer shall notify Katronic in writing without delay if third parties seek to seize the goods subject to retention of title. In doing so, the buyer must provide Katronic with all documents necessary to safeguard its property rights, in particular a copy of the attachment record. The buyer shall be liable to Katronic for all damages arising from such access by third parties, in particular for all judicial and extrajudicial costs of an action to oppose enforcement, insofar as the third party is unable to reimburse these costs.
The buyer shall store and manage the goods sold and any new goods produced using them in such a way that they can be identified separately; shall safeguard them with the diligence of a prudent businessman; and shall insure them against damage caused by fire, water or hail. The buyer hereby assigns any insurance claims to Katronic.
The buyer may resell the goods subject to retention of title, unless they are in default of payment. In respect of resold goods, they hereby assign to Katronic all claims (including VAT) arising from their contractual relationship with their customer or third parties.
The buyer may combine or process the goods subject to retention of title with third-party goods in the ordinary course of business, unless the buyer is in default of payment. In the event of combination or processing, Katronic shall acquire co-ownership of the new goods in proportion to the value of the goods subject to retention of title and the combined or newly manufactured goods in accordance with Section 947(1) of the German Civil Code (BGB). In the event of the sale of combined or newly manufactured goods, the buyer hereby assigns to Katronic, in proportion to the co-ownership, any claims arising from its contractual relationship with its client or third parties.
The buyer remains authorised in a fiduciary capacity to collect the assigned claims (authority to collect). Katronic’s authority to collect remains unaffected; however, Katronic shall not exercise its authority to collect as long as the authority to collect is not revoked. Upon expiry of the authority to collect, the buyer is obliged to notify its customers of the assignments without delay and to provide Katronic with the information and documents necessary for collection. Should the buyer become insolvent, Katronic shall be entitled, in accordance with the Insolvency Act, to the right of separation of the goods or to substitute separation. The goods to be separated must be made available to Katronic without delay, at the latest within one week, and may not be sold without its consent. Upon realisation of the goods subject to retention of title, Katronic shall deduct the costs incurred and interest from the proceeds realised and set these off against the purchase price. Any surplus shall be paid to the buyer. This applies equally to the claims collected by Katronic.
The buyer’s right to resell and use the goods subject to retention of title, and the authority to collect payments, shall lapse upon suspension of payments, enforcement measures against the goods subject to retention of title or their substitutes, the application for or commencement of insolvency proceedings, or in the event of a cheque or bill of exchange being protested.
Where the value of the security exceeds the claims to be settled by the buyer by more than 20 per cent, Katronic shall, at the buyer’s request, release the excess security.
§ 8 Liability
Katronic’s liability for damage caused by defective products through slight negligence, with the exception of personal injury, shall be limited in both cause and amount to the cover provided by its product liability insurance, up to a maximum of EUR 3,000,000. This limitation of liability shall not apply in cases of wilful misconduct or gross negligence, in the event of culpable injury to life, limb or health, or in the event of fraudulent concealment of a defect. In the event of material breaches of contract, the foreseeable and contract-typical damages shall be covered by the maximum amount. Where the defective products result in a product recall, liability for the costs arising therefrom is limited in both basis and amount to the cover provided by the product recall insurance. Furthermore, these costs are eligible for reimbursement only if Katronic has been notified of the recall measure and given a reasonable period of time to cooperate.
Material contractual obligations are obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose fulfilment the contracting party may reasonably rely.
In the event of a delay, Katronic shall be liable at a rate of 0.5 per cent of the order value per completed week, up to a maximum of 5 per cent in total. Furthermore, claims for compensation shall be limited to reimbursement of proven additional costs (purchase of equivalent goods based on three comparative quotations).
Katronic shall not be liable for slight negligence, except in the event of injury to life, limb or health, or in the event of a breach of essential contractual obligations.
Katronic shall not be liable for breaches of contract or damage resulting from force majeure. Where Katronic is unable to fulfil its contractual obligations due to unforeseen or uncontrollable circumstances arising from force majeure, despite having taken all reasonable steps to fulfil its contractual obligations, the buyer shall have no right to claim damages arising from Katronic’s inability to fulfil the specific contractual obligation, regardless of the legal basis. Force majeure shall include, in particular but not exclusively, traffic disruptions, official measures, weather conditions, unavailability of raw materials, industrial action, disruptions to Katronic’s own operations, disruptions to the operations of transport operators and subcontractors (insofar as alternative procurement is not reasonable), war, natural disasters, epidemics, pandemics (including COVID-19 and its secondary consequences), infectious diseases and shortages of raw materials.
Claims by contractors shall become time-barred within one year. The limitation period shall not apply to damage caused by Katronic’s wilful misconduct or gross negligence, or in the event of injury to life, limb or health.
The above provisions apply to the same extent to Katronic’s agents and vicarious agents.
§ 9 Design Protection
The buyer undertakes not to reproduce, or have reproduced, or distribute items from Katronic’s product range. In the event of a breach, Katronic shall be entitled to a contractual penalty. The amount of the claim shall be 100 per cent of the price of the corresponding Katronic item for each counterfeit item; the Katronic price list in force at the time of the infringement shall apply. This shall not affect Katronic’s right to claim damages.
§ 10 Software
Where software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the software supplied, including its documentation. The software is provided for use on the specific item of delivery for which it is intended. It is prohibited to use the software on more than one system.
The buyer may only reproduce, adapt, translate or convert the software from object code to source code to the extent permitted by law (Section 69a et seq. of the Copyright Act). The purchaser undertakes not to remove the manufacturer’s details, in particular copyright notices, or to alter them without Katronic’s prior express consent.
All other rights to the software and the documentation, including copies, remain with Katronic or the software supplier. The purchaser is not permitted to grant sub-licences.
The licence pursuant to Clause 1 shall take effect from the date of delivery of the goods.
§ 11 Supply of spare parts
The supply of spare parts by Katronic is structured as follows: The limitation period for electrical, electronic, electro-pneumatic and mechanical components, parts, systems and assemblies is 10 years.
Katronic is free, both within and after the aforementioned periods, to seek a functionally equivalent replacement solution.
§ 12 Trade and Business Secrets, Confidentiality
The buyer shall treat as confidential all information from Katronic, whether in physical or digital form, relating to the contractual goods, as well as manufacturing methods, trade secrets, customers or other matters, provided that such information originates from Katronic.
The Buyer shall also extend this confidentiality obligation to its employees. The Buyer is obliged to take the necessary measures to ensure confidentiality in order to prevent and avert any unauthorised disclosure of trade and business secrets by its employees or other persons.
Confidential documents made available to the purchaser remain the property of Katronic and must be treated as strictly confidential. They must not be reproduced, published or otherwise made available to third parties without Katronic’s written consent, nor may they be used for any purpose other than that agreed.
Should the Buyer become aware that confidential documents, trade secrets or business secrets are being disclosed by third parties, or that third parties are otherwise breaching their duty to treat the documents confidentially, the Buyer shall notify Katronic thereof without delay.
The buyer is obliged, at Katronic’s request, to return to Katronic without delay, at any time during the term of the contractual relationship, all documents and items that contain or relate to Katronic’s trade or business secrets. This also applies to copies made by the Buyer or any other documents in the Buyer’s possession.
For each instance of a breach, the Buyer agrees to pay a contractual penalty to Katronic amounting to EUR 50,000.00 (in words: fifty thousand euros) in each individual case. Irrespective of this, Katronic may claim compensation from the Buyer for any higher loss that can be proven to have occurred. This contractual penalty also extends to the Buyer’s employees and third parties commissioned by the Buyer.
The buyer must refrain from exploiting the confidential information commercially in any way beyond the intended purpose, or from imitating it (in particular by means of ‘reverse engineering’) or to allow third parties to exploit or imitate it, and in particular to apply for industrial property rights – in particular trade marks, designs, patents or utility models – in respect of the confidential information.
The obligation of confidentiality shall not expire upon termination of the contractual relationship and shall remain in force for a period of 10 years. The obligation of confidentiality applies mutatis mutandis to documents received in the course of contract negotiations if a contract is not concluded, provided that the duty of confidentiality commences once it is established that the contract negotiations have failed.
Katronic remains the owner of the information and the holder of the associated rights and industrial property rights. Subject to separate provisions, the purchaser undertakes not to exploit the information without Katronic’s express prior written consent, nor to file any applications for industrial property rights based on the information. The confidentiality agreement does not confer any licence or other rights of use
The purchaser may only refer to business dealings with Katronic with the latter’s prior written consent.
§ 13 Miscellaneous Provisions
Purchase and supply contracts, as well as any future amendments and additions, must be in writing.
The contract fully sets out all agreements between the contracting parties. No ancillary agreements to this contract have been made at present.
Headings are for guidance only and do not constitute a definitive definition of the text below them.
Any failure by Katronic to exercise its rights shall not constitute a waiver.
§ 14 Place of performance and jurisdiction
The place of performance for payment of the purchase price and for the buyer’s other obligations shall always be Katronic’s registered office. The place of performance for Katronic’s obligations shall be Katronic’s registered office.
Where the buyer is a trader within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of jurisdiction shall be Katronic’s registered office. Katronic is also entitled, at its discretion, to bring proceedings at the buyer’s general place of jurisdiction or at the place where the buyer’s property or assets are situated.
§ 15 International Transactions
The following additional terms apply to international transactions:
All transactions, including those involving cheques and bills of exchange, are subject to German civil and commercial law, including the UN Convention on Contracts for the International Sale of Goods.
Where the sales contract is drawn up in several languages, the German version shall prevail.
For the purposes of this contract, the Gregorian calendar shall apply.
For the purposes of this contract, the local time at Katronic’s registered office shall apply, taking into account summer time and winter time.
Katronic may require the buyer to pay in advance or provide a letter of credit. Unless otherwise agreed, delivery shall be made on a payment against documents (P/D) basis.
Unless otherwise agreed, payment shall be made in euros (EUR). Changes in exchange rates shall not affect the purchase price or the other payment obligations specified in the sales contract.
Customs duties, fees, charges and any taxes arising from the performance of the sales contracts and deliveries shall be borne by the buyer, with the exception of taxes levied by the country in which Katronic has its registered office.
Katronic shall not be liable for the compliance of the goods covered by the contract with national regulations in the buyer’s country, nor for compliance with such regulations upon delivery or in any other context.
Katronic is entitled to bring legal proceedings against the buyer, including in the buyer’s home country.
Katronic shall not be liable for sanctions or embargo measures.
Katronic’s employees shall, in the course of their work assignments, comply with the statutory provisions of the German Working Hours Act or, in the case of assignments outside Germany, with the relevant country-specific working hours regulations. In this context, a daily rate comprises 10 hours of working time, excluding break times.
§ 16 Invalidity, Omissions in the Contract
Should any present or future provisions of this contract be wholly or partially invalid or unenforceable, or should they subsequently lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of this contract. The same shall apply should it transpire that this contract contains any omissions.
In place of the invalid or unenforceable provision, or to fill the gap, an appropriate provision shall apply which the parties would have agreed upon had they considered the matter at the time of concluding the contract. This shall also apply if the invalidity of a provision is based, for example, on a measure of performance or time (period, deadline) specified in this contract; in such cases, a legally permissible standard of performance or time (period, deadline) that comes as close as possible to the intended purpose shall take the place of the agreement.
Should the validity of a provision in the sense described above be achievable only by agreement in compliance with specific formal requirements, the parties are obliged to take the necessary steps and make the required declarations.
Katronic processes personal data only in accordance with the statutory provisions and the privacy policy available here.