Terms and Conditions
General Terms and Conditions for Sales and Delivery Contracts
Section 1 General Provisions
These General Terms and Conditions form an integral part of all offers and contracts for goods and services, including any consulting services provided by Katronic GmbH & Co. KG, Gießerweg 5, 38855 Wernigerode, Germany, hereinafter referred to as “Katronic,” even in ongoing and future business relationships 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 owner) and to legal entities under public law or special funds under public law.
Other terms and conditions of the buyer are binding only if agreed to in writing. Any references by the buyer to its own terms and conditions are hereby expressly rejected. Verbal commitments and agreements are binding only upon written confirmation.
If Incoterms are used, the 2010 version applies.
The buyer may assign claims arising from the purchase agreement only with Katronic’s prior written consent.
Katronic reserves all property rights and copyrights to the samples, drawings, models, tools, cost estimates, and all information of a tangible and intangible nature (including in electronic form) made available to the buyer. These may not be made available to third parties without Katronic’s prior consent.
§ 2 Order
Katronic’s offers are to be understood as non-binding invitations to enter into a contract. A sales contract is not concluded until Katronic accepts the buyer’s order by means of a written order confirmation or fulfillment of the order, confirmation via email, or fulfillment of the order.
Katronic is entitled to withdraw from the contract without compensation to the buyer if force majeure makes it impossible for Katronic to fulfill the contract.
The buyer has no right to withdraw from the contract on the grounds of a deterioration in Katronic’s financial circumstances after the contract has been concluded.
§ 3 Prices
The terms and price lists in effect at the time of the order shall apply. Previous prices lose their validity upon the introduction of a new price list. The introduction of a new price list does not affect sales contracts that have already been concluded.
Sales prices are considered fixed only upon written confirmation by Katronic. They are quoted ex works (EXW, Gießerweg 5, 38855 Wernigerode, INCOTERMS), plus the statutory value-added tax and packaging costs in effect at the time of delivery.
If, after the conclusion of the contract, costs beyond Katronic’s control—such as raw material prices—increase by more than 10%, Katronic may adjust the prices accordingly as of the date of delivery for shipments 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 ships the sold goods to a location other than the place of performance, the risk of accidental loss and accidental deterioration passes to the buyer as soon as Katronic has handed the goods over to the carrier, carrier, or any other person commissioned to handle the shipment. This applies even if Katronic bears the shipping costs or handles the shipment itself. If the goods are ready for pickup, the risk passes to the buyer upon receipt of the notice that the goods are ready for shipment.
The buyer is responsible for disposing of the packaging.
Delivery times shall only be considered 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 prerequisite obligations, in particular providing Katronic with the information necessary to fulfill the order, submitting any required official certificates and inspections, and paying the agreed-upon advance payment. Agreed delivery times shall be extended appropriately until such preliminary obligations have been fulfilled.
Failure by Katronic to meet delivery dates and deadlines entitles the buyer to assert the rights to which they are entitled only after they have granted Katronic a reasonable grace period of at least 15 business days, unless this is not required by law.
If Katronic is prevented from fulfilling its obligations due to unforeseen circumstances that could not be averted despite exercising reasonable care (force majeure), the delivery period shall be extended by the duration of the hindrance. This also applies to labor disputes, disruptions in Katronic’s own operations, disruptions in the operations of subcontractors (to the extent that finding an alternative supplier is not reasonable), including those of transportation companies, disruptions caused by government measures, and disruptions to transportation 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 is entitled to claim 20% of the order amount as a lump-sum compensation for damages. The buyer is free to prove that no damage or only minor damage was incurred.
§ 5 Payment
A separate invoice will be issued for each delivery, dated on the day of shipment. This also applies to agreed-upon partial deliveries. Any advance payments made will be applied proportionally to the individual partial deliveries.
The invoice amount is due no later than 30 days after the invoice date. Payments must be made by bank transfer.
Katronic does not grant any discount even for payments made before the due date.
Payments by check 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 portion of the purchase price corresponding to the invoice amount of the part of the delivery that is the subject of the complaint.
In the event of late payment, overdue interest, a check or bill of exchange protest, or any other material deterioration in the buyer’s financial standing after the conclusion of the contract, Katronic is entitled to make further deliveries only against advance payment, to declare all outstanding invoice amounts immediately due, and to demand cash payment or security in exchange for the return of bills of exchange accepted in lieu of payment.
Interest on arrears shall be 9% above the base rate of the German Bundesbank.
Katronic charges a fee of 40.00 EUR for the second and each subsequent reminder. The buyer shall bear the costs of legal action.
Set-off against counterclaims is permitted only in the case of undisputed or legally enforceable claims.
§ 6 Warranty, Liability for Defects
The specifications in the order confirmation are exclusively decisive for the contractual quality of the goods. The suitability of the goods for the buyer’s intended purposes is not part of the contractual quality. The contractual quality includes 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, similar representations, or offers (shape and color), insofar as they result from the natural irregularities of the materials used. These do not constitute defects. No claims for defects may be asserted for defects that do not impair the value of the delivered item, or impair it only insignificantly.
The buyer undertakes to verify the specifications set forth in the order confirmation for consistency with regard to the buyer’s intended use.
The buyer’s warranty rights are contingent upon the buyer having fulfilled its obligations to inspect the goods and give notice of defects promptly and properly. The buyer is obligated to inspect and accept incoming goods promptly 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 the destination. Failure to conduct this inspection shall be at the buyer’s own risk. Defects that 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 replacement parts, as well as to use not in accordance with the intended purpose.
No liability is assumed, in particular, in the following cases: unsuitable or improper use, faulty installation or commissioning by the buyer or third parties, natural wear and tear, improper or negligent handling, failure to perform proper maintenance, unsuitable operating materials, defective construction work, unsuitable building site conditions, and chemical, electrochemical, or electrical influences, insofar as Katronic is not responsible for them.
Katronic’s liability for production downtime, lost profits, loss of use, contractual losses, increased maintenance costs, or any other consequential or indirect damages is excluded.
If the buyer or a third party performs improper repairs, Katronic shall not be liable for any resulting consequences. The same applies to modifications made to the goods without Katronic’s prior consent.
If the goods are defective at the time of transfer of risk, Katronic may, within the scope of the claim for subsequent performance and at its discretion, either repair the goods or provide a replacement within 10 days of receiving the returned goods. The buyer must give Katronic sufficient time and opportunity to do so. If this does not occur, or if alterations or repairs are made to the defective item, Katronic is released from liability for defects. Replaced parts become the property of Katronic.
The buyer’s claims for damages due to defective goods are limited to foreseeable and unavoidable damage. The buyer is obligated to minimize any potential damage by inspecting the goods promptly at the earliest possible opportunity.
Unless otherwise agreed, claims for defects shall become time-barred 12 months after the date of delivery. In cases of injury to life, limb, or health; intentional or grossly negligent breach of duty by Katronic; fraudulent concealment of a defect; or the assumption of a guarantee of quality, the statutory limitation periods shall apply.
If a claim for defects is unfounded, the buyer shall reimburse Katronic for all expenses incurred in handling the claim.
If the buyer resells defective goods to consumers as end users, the buyer may demand reimbursement from Katronic in the amount of a flat fee of 50.00 EUR, but only upon proof of the defect and the buyer’s inspection of the goods. Katronic reserves the right to prove that the actual expenses were higher or lower in each case.
In all other respects, § 8 applies to claims for damages.
§ 7 Retention of Title
Katronic retains title to the delivered goods until the purchase price and any ancillary claims have been paid in full.
With respect to merchants, Katronic reserves title until full payment of all claims arising from the business relationship.
If payment is made by bill of exchange, the retention of title shall not expire until the bill of exchange has been honored by the drawee.
If Katronic withdraws from the contract (in particular due to the buyer’s default in payment), Katronic is entitled to take back the goods subject to retention of title. 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 under retention of title.
The buyer may not pledge the goods subject to retention of title or assign them as security. The buyer shall notify Katronic immediately in writing if third parties attempt 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 is liable to Katronic for all damages arising from such third-party access, in particular for all judicial and extrajudicial costs of an action to oppose enforcement, to the extent that the third party is unable to reimburse these costs.
The buyer shall store and manage the sold goods and any new goods produced using them in a manner that allows them to be identified separately, shall safeguard them with the care 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 the buyer is in default of payment. With respect to resold goods, the buyer hereby assigns to Katronic all claims (including VAT) arising from the buyer’s contractual relationship with its 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 its co-ownership, the claims arising from its contractual relationship with its client or third parties.
The buyer remains authorized in a fiduciary capacity to collect the assigned claims (collection authority). Katronic’s authority to collect remains unaffected; however, Katronic will not exercise its authority to collect as long as the authority to collect is not revoked. Upon expiration of the collection authority, the buyer is obligated to immediately notify its customers of the assignments and to provide Katronic with the information and documents necessary for collection. If the buyer becomes insolvent, Katronic is entitled, in accordance with the Insolvency Code, to the right to separate the goods or to substitute separation. The goods to be separated must be made available to Katronic immediately, at the latest within one week, and may not be sold without its consent. Upon realization of the goods subject to retention of title, Katronic shall deduct the costs incurred and interest from the proceeds received and offset them 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, as well as the authority to collect receivables, shall expire upon suspension of payments, enforcement measures against the goods subject to retention of title or their substitutes, the filing for or commencement of insolvency proceedings, or upon a check or bill of exchange protest.
If the value of the security exceeds the buyer’s outstanding obligations by more than 20%, Katronic shall, at the buyer’s request, release the excess security.
§ 8 Liability
For damages caused by defective products due to slight negligence—with the exception of bodily injury—Katronic’s liability, both in terms of cause and amount, is limited to the coverage provided by its product liability insurance, up to a maximum of 3,000,000 EUR. This limitation of liability does not apply in cases of willful misconduct or gross negligence, in cases of culpable injury to life, limb, or health, or in cases of fraudulent concealment of a defect. In the event of material breaches of contract, the foreseeable damages typical for this type of contract are included in the maximum amount. To the extent that the defective products result in a recall, liability for the resulting costs is limited in both basis and amount to the benefits provided under the product recall insurance. Furthermore, these costs are eligible for reimbursement only to the extent that Katronic was notified of the recall measure and given a reasonable opportunity to cooperate.
Material contractual obligations are obligations whose fulfillment is a prerequisite for the proper performance of the contract and on whose compliance the contracting party may reasonably rely.
In the event of a delay, Katronic shall be liable at a rate of 0.5% of the order value per full week, up to a maximum of 5% in total. Furthermore, claims for damages are limited to reimbursement of proven additional costs (purchase of substitute goods based on three comparative quotes).
Katronic is not liable for slight negligence, except in cases of injury to life, limb, or health, or for breach of material contractual obligations.
Katronic shall not be liable for breaches of contract or damages resulting from force majeure. If Katronic is unable to fulfill its contractual obligations due to unforeseen or uncontrollable circumstances resulting from force majeure, even though it has taken all reasonable measures to fulfill the contractual obligation, the buyer shall have no right to claim damages arising from Katronic’s inability to perform the specific contractual obligation, regardless of the legal basis. Force majeure includes, in particular but not exclusively, traffic disruptions, government measures, weather conditions, unavailability of raw materials, labor disputes, disruptions in Katronic’s own operations, disruptions in the operations of carriers and subcontractors (to the extent that 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 are subject to a one-year statute of limitations. The statute of limitations does not apply to damages caused by Katronic’s willful misconduct or gross negligence, or in cases of injury to life, limb, or health.
The foregoing provisions apply to the same extent to Katronic’s agents and vicarious agents.
§ 9 Design Protection
The buyer agrees not to reproduce, have reproduced, or distribute items from Katronic’s product line. In the event of a breach, Katronic is entitled to a contractual penalty. The amount of the penalty shall be 100% of the price of the corresponding Katronic item for each replicated unit; the Katronic price list in effect at the time of the infringement shall apply. This does not affect Katronic’s right to claim damages.
§ 10 Software
To the extent that software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the delivered software, including its documentation. The software is provided for use on the specific delivery item for which it is intended. It is prohibited to use the software on more than one system.
The buyer may reproduce, modify, translate, or convert the software from object code to source code only to the extent permitted by law (§69a et seq. of the German Copyright Act). The buyer agrees not to remove the manufacturer’s information—in particular, copyright notices—or to modify it without Katronic’s prior express consent.
All other rights to the software and documentation, including copies, remain with Katronic or the software supplier. The buyer is not permitted to grant sublicenses.
The license pursuant to Section 1 takes effect on the date of delivery of the delivered item.
§ 11 Supply of Replacement Parts
Katronic’s supply of replacement parts is structured as follows: The time limit for electrical, electronic, electropneumatic, 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, regarding the Contract 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 obligated to take the necessary measures to ensure confidentiality in order to prevent and stop the unauthorized disclosure of trade and business secrets by its employees or other persons.
Confidential documents made available to the buyer remain the property of Katronic and must be treated as strictly confidential. They may not be reproduced, published, or otherwise made available to third parties without Katronic’s written permission, nor may they be used for any purpose other than the agreed-upon one.
If the Buyer becomes aware that confidential documents, trade secrets, or business secrets are being disclosed by third parties or that third parties are otherwise breaching their obligation to treat the documents confidentially, the Buyer shall notify Katronic thereof immediately.
The Buyer is obligated, upon Katronic’s request, to immediately return to Katronic—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 other documents in the Buyer’s possession.
For each instance of a breach, the Buyer agrees to pay a contractual penalty to Katronic in the amount of 50,000.00 EUR (in words: fifty thousand euros) per individual case. Irrespective of this, Katronic may demand compensation from the Buyer for any higher damages that can be proven to have occurred. This contractual penalty also applies to the Buyer’s employees and third parties commissioned by the Buyer.
The buyer shall refrain from exploiting the confidential information commercially in any way beyond the intended purpose, from imitating it (in particular through “reverse engineering”), or to allow third parties to exploit or imitate such information, and in particular to apply for industrial property rights—specifically trademarks, designs, patents, or utility models—based on the confidential information.
The confidentiality obligation shall not expire upon termination of the contractual relationship and shall remain in effect for a period of 10 years. The confidentiality obligation applies mutatis mutandis to documents received in the course of contract negotiations if a contract is not concluded, provided that the confidentiality obligation begins when 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 buyer agrees not to exploit the information without Katronic’s express prior written consent and not to file any applications for industrial property rights based on the information. The confidentiality agreement does not confer any license or other rights of use.
The buyer may refer to business relationships with Katronic only with Katronic’s prior written consent.
§ 13 Miscellaneous Provisions
Purchase and delivery contracts, as well as any future amendments and additions, must be in writing.
The contract fully reflects all agreements between the contracting parties. No ancillary agreements to this contract have been made at this time.
Headings are provided for reference purposes only and do not define the scope of the text below them.
Katronic’s failure to assert 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 is always Katronic’s registered office. The place of performance for Katronic’s obligations is Katronic’s registered office.
If the buyer is a merchant 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 an action at the buyer’s general place of jurisdiction or at the location 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 checks and bills of exchange, are governed by German civil and commercial law, including the UN Convention on Contracts for the International Sale of Goods.
If the purchase agreement is drawn up in multiple 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 headquarters shall apply, taking into account daylight saving time and standard time.
Katronic may require the buyer to make payment in advance or provide a letter of credit. Unless otherwise agreed, delivery shall be made on payment against documents (P/D).
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, levies, and any taxes arising from the performance of the purchase contracts and deliveries shall be borne by the buyer, with the exception of taxes levied by the country where Katronic is headquartered.
Katronic is not liable for the compliance of the contractual goods with national regulations in the buyer’s country or for such compliance upon delivery or in any other context.
Katronic is entitled to bring legal action against the buyer, including in the buyer’s home country.
Katronic is not liable for sanctions or embargo measures.
Katronic’s employees shall comply with the statutory provisions of the German Working Hours Act during their work assignments; for assignments outside of Germany, they shall comply with the corresponding country-specific working hours regulations. In this context, a daily rate consists of 10 hours of working time, excluding break times.
§ 16 Invalidity, Contractual Gaps
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 applies should it turn out that this contract contains omissions.
In place of the invalid or unenforceable provision, or to fill the gap, an appropriate provision shall apply that the parties would have agreed upon had they considered the matter at the time the contract was concluded. This also applies 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 replace the agreement.
If the validity of a provision in the sense described above can only be achieved by agreement in compliance with specific formal requirements, the parties are obligated to take the necessary actions and make the required declarations.
Katronic processes personal data only in accordance with statutory provisions and the privacy policy available here.