Eurocircuits Erkelenz GmbH, Bruesseler Allee 12, 41812 Erkelenz

1. General provisions
   1. These general terms and conditions only apply to entrepreneurs, § 14 BGB.
   2. These General Terms and Conditions (hereinafter: General Terms and Conditions) apply to all legal relationships between Eurocircuits Erkelenz GmbH and the customer. These General Terms and Conditions apply exclusively, even if Eurocircuits begins its service in the knowledge of the general terms and conditions of the customer. General terms and conditions of the customer only apply insofar as Eurocircuits Erkelenz GmbH has expressly agreed to them in text form before the start of its service.
   3. Eurocircuits Erkelenz GmbH retains ownership and all copyrights of use and reproduction rights to all cost estimates, drawings, and other embodied or digitally stored documents (hereinafter: documents). The documents may only be made accessible to third parties with the prior consent of Eurocircuits and must be returned to Eurocircuits immediately upon request. This regulation applies accordingly to the customer’s documents.
   4. Partial deliveries are permitted if they can be reasonably expected of the customer. The mutual written declarations are authoritative for the scope of the deliveries or services. If a contract has been concluded without such mutual declarations being available, then either the written order confirmation from the supplier or service provider (hereinafter: supplier) is decisive, or, if no such confirmation has been given, the written order from the customer is decisive. Subsidiary agreements are only effective if they are confirmed in writing.
2. Prices, terms of payment, offsetting
   1. All prices are ex works, excluding packaging, plus sales VAT at the applicable statutory rate.
   2. If the purchaser has requested additional support during assembly or commissioning, the purchaser shall bear the necessary travel and transport costs as well as allowances.
   3. The customer can only offset claims that are undisputed or legally established.
3. Retention of title
   1. All delivered parts remain the property of Eurocircuits until all claims against the customer arising from the business relationship have been settled. If the value of the security rights to which Eurocircuits is entitled exceeds the amount of all secured claims by more than 20%, Eurocircuits will relinquish a corresponding part of the security rights at the request of the customer; Eurocircuits is entitled to choose from various security interests.
   2. The customer is prohibited from giving a pledge or other security transfer during the existence of the retention of title. Resale is only permitted for resellers in the ordinary course of business and only under the condition that the reseller receives payment from his customers or makes the proviso that ownership is only transferred to his customer when he has fulfilled his payment obligations.
   3. If the customer resells the reserved goods, he thereby assigns his future claims from the resale against his customers with all ancillary rights—including any balance claims—to Eurocircuits as security.
   4. The customer is permitted to process the reserved goods or to mix or combine them with other items. The processing is done for Eurocircuits. The customer keeps the resulting new item safe for Eurocircuits. The new item is regarded as reserved goods.
      Eurocircuits and the customer agree that Eurocircuits shall be entitled to co-ownership of the new item in items that the customer combines or mixes with others in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the remaining goods at the time of the combination or mixing. In this respect, the new item is deemed to be reserved goods. The provision on the assignment of claims according to number 3 also applies to the newly created item. The assignment shall apply up to the amount that corresponds to Eurocircuits’s invoice in relation to the processed, combined, or mixed reserved goods.
      If the customer combines the reserved goods with real estate or movable property, he hereby assigns to Eurocircuits his claim, to which he is entitled as remuneration for the combination, with all ancillary rights as security in the amount of the ratio of the value of the combined reserved goods to the other combined goods at the time of combination.
   5. Until revoked, the customer is authorized to collect assigned claims from the resale. In the event of good cause, in particular default of payment, cessation of payments, opening of insolvency proceedings, justified indications of over-indebtedness, or imminent insolvency of the customer, Eurocircuits shall be entitled to revoke the collection authorization and to disclose the security assignment.
4. Deadlines, default
   1. Adherence to deadlines requires the timely receipt of all documents, approvals and releases to be provided by the customer, in particular plans, as well as punctual payments by the customer. If these requirements are not met on time, the deadlines for Eurocircuits will be extended appropriately.
   2. If Eurocircuits’s non-compliance with the deadlines is due to
      – force majeure (e.g., war/civil war, acts of terrorism, riots, strikes, lockouts, epidemic situations, natural disasters, interruption of international transport routes)
      – virus or other attacks on Eurocircuits’s IT system despite usual protective measures
      – national or international delivery bans of foreign trade law
      – non-timely or proper delivery of the customer,
      the deadlines are extended appropriately.
   3. If Eurocircuits is in default, the customer can demand compensation of 0.5% of the value of the default service for each completed week of default, but no more than 5% of this value if the customer can no longer use the default service appropriately, provided this has been agreed in writing in advance was agreed.
      If the shipment or the delivery is delayed at the request of the customer, the customer may be charged a storage fee of ½ percent of the invoice amount for each month or part thereof, beginning one month after notification of readiness for shipment; the storage fee is limited to 5 percent, unless higher costs can be proven.
   4. In the event of delayed performance, the customer must, at Eurocircuits’s request, declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in performance or whether he insists on the delivery.
5. Transfer of risk; performance assumption
   1. The risk passes to the customer as soon as the delivery has been handed over to the carrier. At the request and expense of the customer, Eurocircuits will insure the delivery against the usual transport risks.
   2. The customer waives the right to refuse acceptance of deliveries due to insignificant defects.
6. Material defects
   Eurocircuits is liable for material defects as follows:
   1. All deliveries and services that have a material defect at the time of the transfer of risk will be repaired, re-delivered, or re-performed free of charge at Eurocircuits’s option.
   2. Notifications of defects by the customer must be made immediately in text form. Eurocircuits must be given the opportunity to remedy the defect within a reasonable period of time.
   3. Claims for supplementary performance including claims for reimbursement of expenses pursuant to § 445 a BGB expire 12 months after the start of the statutory limitation period. The same applies to claims for withdrawal and reduction.
      This period does not apply if the law according to §§ 438 Section 1 No. 2, 634 Section 1 No. 2 BGB prescribes longer periods, in the case of intent, fraudulent concealment of the defect or non-compliance with a quality guarantee.
      The customer has no right of retention if his claims for defects have become statute-barred.
   4. Claims for damages by the customer due to a material defect are excluded. This does not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb, or health, or an intentional or grossly negligent breach of duty by Eurocircuits.
   5. Further claims or claims other than those regulated in this Article VI due to material defects of the customer are excluded.
7. Industrial property rights, legal defects
   1. Eurocircuits is only obliged in the country of the place of delivery to provide the delivery without infringing on the industrial property rights and copyrights of third parties (hereinafter: property rights). If a third party raises legitimate claims against the customer due to the infringement of property rights by deliveries made by Eurocircuits and used in accordance with the contract, Eurocircuits shall be liable to the customer within the period specified in Art. VI No. 2 as follows:
      Eurocircuits will, at its own discretion and at its own expense, either obtain a right of use for the delivery in question, change it so that the property right is not infringed, or replace the delivery. Only when it is clear that Eurocircuits is not able to do this under reasonable conditions does the customer have the statutory right of withdrawal or price reduction. The customer’s right to compensation for damages is governed by Section VI.
      The above-mentioned obligations of Eurocircuits only exist if the customer informs Eurocircuits immediately in written form about the claims asserted by the third party, does not acknowledge an infringement, and Eurocircuits reserves the right to take all defensive measures and settlement negotiations. Claims by the customer are excluded insofar as he is responsible for the infringement of property rights.
      Claims by the customer are also excluded if the infringement of property rights is caused by special specifications by the customer, by an application that Eurocircuits could not foresee, or by the fact that the delivery is modified by the customer or used together with products not supplied by Eurocircuits. Art. VI applies accordingly.
8. Installation and assembly
   1. Unless agreed otherwise in writing, the following provisions apply to any type of installation and assembly:
      - The customer must provide at his own expense and on time:
      • Auxiliary teams such as workers and, if necessary, bricklayers, carpenters, locksmiths, crane operators , other skilled workers with the tools they need in the required number,
      • All earthworks, bedding, construction, chiseling, scaffolding, plastering, painting, and other non-industry ancillary work, including the building materials required for this,
      • The items and materials required for assembly and commissioning, such as wooden scaffolding, wedges, underlays, cement, cleaning and sealing materials, lubricants, fuel, etc.; also scaffolding, lifting gear, and other devices,
      • Operating power and water including the necessary connections to the point of use, heating, and general lighting,
      • Sufficiently large, suitable, dry, and lockable rooms at the assembly site for the storage of machine parts, apparatus, materials, tools, etc. and appropriate work and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; moreover, the ordering party must take the same measures to protect Eurocircuits’s property and the assembly personnel on the construction site as he would to protect his own property;
      • Protective clothing and protective devices that are required due to special circumstances at the assembly site and are not customary for Eurocircuits in the industry.
      - Before starting the assembly work, the customer must provide the necessary information about the location of concealed power, gas, water lines, or similar systems as well as the necessary static information without being asked
      - Before the start of installation or assembly, the delivery parts required for the start of the work must be on site and all masonry, carpentry, and other preparatory work must have progressed so far before the start of assembly that installation or assembly can begin immediately after the arrival of the installer or assembly personnel and can be carried out without interruption. In particular, the access routes and the installation or assembly site at floor level must be leveled and cleared, the foundation masonry set and dry, the foundation walls aligned and backfilled; for indoor installation, wall and ceiling plastering must be completely finished, and doors and windows in particular must also be installed.
      - If the installation, assembly or commissioning is delayed due to circumstances, in particular on the construction site, for which Eurocircuits is not to blame (default on the part of the creditor), the customer must bear the reasonable costs for waiting time and further necessary travel by Eurocircuits personnel or the assembly personnel.
      - To the best of their knowledge, the ordering party must certify the assembly personnel’s weekly working hours. The purchaser is also obliged to immediately provide the assembly personnel with a written confirmation of the completion of the installation or assembly.
      - Eurocircuits is not liable for the work of its assembly staff and other vicarious agents, insofar as such work is not directly related to the delivery item and the installation or assembly or insofar as the same was initiated by the customer.
      
   2. If Eurocircuits has taken over the installation or assembly against individual billing, the following provisions also apply:
      - The customer shall pay Eurocircuits the billing rates agreed upon when the order was placed for working hours and surcharges for overtime, night, Sunday and public holiday work, for work under difficult circumstances and for planning and monitoring.
      - Furthermore, the following costs are reimbursed separately:
      • Travel expenses, costs for the transport of tools and personal luggage
      • The allowance for working hours as well as for rest and public holidays.
9. Adaptation of contract
   If events within the meaning of Art. IV No. 2 significantly change the economic importance or the content of the delivery or have a significant impact on Eurocircuits’s operations, the contractual partners will adapt the contract appropriately, taking into account the principles of good faith. If this is not economically justifiable, Eurocircuits has the right to withdraw from the contract, even if the delivery time has already been extended. As soon as this is reasonably foreseeable, Eurocircuits will inform the customer of the forthcoming withdrawal.
10. Other damages
    Any claim for damages is limited to the foreseeable damage that is typical for the contract. Claims for damages that are not expressly regulated in these terms and conditions are excluded. Claims for damages for lost profits and damages for indirect damages are excluded. This does not apply to damage resulting from the Product Liability Act, damage caused intentionally or through gross negligence, non-compliance with an assumed guarantee and culpable injury to life, limb, or health.
11. Place of jurisdiction, applicable law in relation to registered traders and special funds under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Cologne, Germany. Eurocircuits is entitled to sue the customer at his place of business. This also applies to measures of provisional legal protection. All claims arising from and in connection with this contract are subject to German substantive law with the exception of conflict of law norms and directly applicable union law.