General Terms and Conditions

Here you will find our general terms and conditions for customers (B2C and B2B) and purchasing conditions for suppliers. If you have any questions, please do not hesitate to contact us.

§ 1 Area of Application, definitions

(1) The business relationship between the provider and the customer is governed solely by the below mentioned General Business Terms, as amended by the wording current when the order is placed." No deviating terms of the ordering party are accepted unless the Provider expressly agrees with them in writing.

(2) The Customer acts as the consumer to the extent to which the aim of the ordered goods and services can be attributed to its commercial or independent occupational activities. Inversely, an entrepreneur is any natural person, legal entity or incorporated partnership, performing its commercial or independent occupational activities based upon when the contract is concluded.

§ 2 Conclusion of contract using the webshop

(1) The Customer can choose products, particularly building automation systems, from the Provider's offerings and place them into the shopping basket by using the "Add to chart" button. By using the "Pay Order" button, the Customer places a binding purchase request for the goods placed in the shopping basket. Before sending the order, the Customer can change and check the data at any moment. The request can be placed and sent only if the Customer clicks the "I Agree with the General Business Terms" button to express its agreement with these contractual terms; After this, the Customer's request is delivered.

(2) The Provider then sends the Customer an automatic purchase request delivery confirmation e-mail in which the Customer's order is again summarised and which the Customer can print via the "Print" function. This automatic delivery confirmation only documents the fact that the Customer's order was delivered to the Provider, but it does not represent the acceptance of the purchase request. The contract is concluded only when the Provider sends an acceptance notice in a separate e-mail (order confirmation). In this e-mail or a separate e-mail, but at the latest upon delivery of the goods, the contractual test (consisting of the order and order confirmation) is sent to the Customer on a permanent data medium (e-mail or paper) as contract confirmation. The contractual text is saved in a way ensuring that data protection rules are not breached.

(3) The contract is concluded in the German language.

§ 2a Conclusion of contract by telephone, fax, e-mail or other means

(1) The customer can send a non-binding request for the submission of an offer to the provider by telephone, fax, e-mail or post. The provider sends the customer a binding offer for the sale of the goods previously selected by the customer from the provider's range of goods in text form (e.g. by e-mail, fax or letter).

(2) The customer can accept this offer by submitting a declaration of acceptance to the provider by telephone, fax, e-mail, post or by paying the purchase price offered by the provider within 7 days of receipt of the offer, whereby the day of receipt of the offer is not included in the calculation of the deadline. For acceptance by payment, the date of receipt of payment by the provider is decisive. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognised by the state at the customer's registered office, the next working day shall take the place of such a day. If the customer does not accept the offer of the supplier within the aforementioned period, the provider is no longer bound to his offer and can again freely dispose of the goods. The provider shall again specifically draw the Customer's attention to this in its offer.

(3) If the delivery of the goods ordered by the customer is not possible, for example because the corresponding goods are not in stock, the provider shall refrain from making an offer. In this case, a contract is not concluded. The supplier shall inform the customer of this immediately and reimburse any consideration already received without delay.

§ 3 Delivery, goods availability

(1) The delivery times we specify start from the moment of our order confirmation provided that the purchase price has been paid (except for purchases by invoice). The delivery period is five days unless a different delivery time is specified in our online shop for the respective goods.

(2) If no items among the products that the Customer has chosen are available as of the moment the order is placed, the Provider shall immediately inform the Customer in the order confirmation. If the Customer is a consumer, the Provider clearly informs the Customer of whether there are any supply limitations by the latest at the start of the order process. If the product is not available in the long term, the Provider can cancel the acceptance notice. No contract is concluded in this case.

(3) If the product identified by the Customer in the order is only temporarily unavailable, the Provider also immediately informs the Customer in the order confirmation. In the event of a delivery delay of more than two weeks, the Customer is entitled to withdraw from the contract. The Provider is also entitled to terminate the contract in this case. If this happens, the Provider will immediately return to the Customer any payments made by the Customer.

(4) Subject to self-delivery. In the event of non-availability of the service, the Provider shall inform the Customer without delay and reimburse the consideration without delay. 

(5) The following delivery limitations exist for the webshop: The Provider supplies goods only to customers whose ordinary residence (invoice address) is situated in one of the following countries and territories and provide a delivery address in the same country: Belgium, Bulgaria, Denmark, Germany, Estonia, Finland, France, Greece, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Austria, Poland, Portugal, Republic of Moldova, Romania, Sweden, Switzerland, Slovak Republic , Slovenia, Spain, Czech Republic, Hungary, Cyprus.

§ 4 Reservation of Title

The title to the goods remains with the Provider until complete payment has been made.

§ 5 Prices and shipping costs

(1) All prices on the Provider's website include the applicable statutory value added tax.

(2) Applicable shipping costs are shown to the Customer in the order form and are to be paid by the Customer unless the Customer applies its right of revocation. 

(3) The goods are shipped through a parcel service. One delivery can be divided into several parcel pieces. Bulky goods (ventilation devices) are shipped separately through a forwarding agent. 
If the weight of the goods exceeds 50 kg, the goods cannot be ordered through the web shop. In this case, the goods are shipped through a forwarding agent. The Customer can place the order by e-mail.

(4) If the order is cancelled, the Customer bears the immediate costs of shipping the goods back.

§ 6 Payment terms

(1) In the webshop the Customer can pay in advance, by credit card (MasterCard, Visa) or via PayPal. For orders outside the webshop, payment can only be made in advance.  

(2) The Customer can change the payment method chosen in its user account at any time. 

(3) The purchase price is due immediately after the contract is concluded. If the invoice due date is determined by the calendar, the Customer shall be considered in delay already by missing the date. In this case the Customer is obliged to pay late interest to the Provider, amounting to 5% (8% for businesses) above the base interest rate.

(4) The payment of late interest by the Customer does not rule out the possibility for the Provider to claim further damage arising from the delay. 

§ 7 Warranty for Material Defects, Warranty

(1) The Provider provides a warranty under applicable statutory rules, particularly sections 434 et seq. BGB.

(2) Extended warranty for the goods supplied by the Provider is only possible if expressly specified in the order confirmation for the respective item. 

§ 8 Liability

(1) Customer shall make no claims of damage compensation. Exempt from this rule are damage compensation claims of the Customer arising from loss of life, bodily injury or damage to health and/or from the breach of essential contractual obligations (material obligations) as well as liability for other damage stemming from intended breach of duties or gross negligence of the Provider, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance you as a Customer may regularly rely (so-called cardinal obligation).

(2) If material contractual obligations are breached, the Provider is liable only for foreseeable damage typically occurring under this type of contract, if caused by negligence, unless the Customer claims damage compensation arising from loss of life, bodily injury or damage to health. 

(3) The limitations specified in par. 1 and 2 apply also for statutory representatives and vicarious agents of the Provider if claims are made directly against these. 

(4) The limitations of liability resulting from paragraphs 1 and 2 do not apply insofar as the supplier has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies insofar as the supplier and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

§ 9 Revocation Instruction

(1) Under distance purchase rules, consumers enjoy a general right of revocation which the Provider must inform them about in accordance with an applicable statutory template. Exemptions from the right of revocation are governed in par. (2). A revocation template form in shown in par. (3).

Revocation Instruction

Right of revocation

You are entitled to withdraw from the contract within 14 days without stating the reason. 

The revocation period is 14 days starting on the day on which you or a third party known to you, who is not a shipping agent, accepted the goods into its ownership.

To apply your right of revocation, you must notify us (Elsner Elektronik GmbH, Sohlengrund 16, 75395 Ostelsheim, Germany) in a clear statement (e.g. letter sent via post, fax or e-mail) about your decision to withdraw from this contract. You can, but are not obliged to use the revocation template form.

To apply your right of revocation within the required period, it is sufficient if you send the notification about the application of your right of revocation before the expiration of the revocation period.

Revocation consequences

If you revoke this contract, we have to return all payments received from you, including delivery costs (except for additional costs arising from the fact that you chose a different delivery method than the one offered by us as the least expensive, standard delivery) immediately and at the latest within 14 days from the date on which we received your contract revocation notification. We will return the payments by the same means you used for the original transaction unless anything else was expressly agreed with you; No rewards will be calculated for you because of this return payment under any circumstances.

We can withhold the return payment until we have received the goods or until you have shown evidence that you have sent the goods back, depending on which comes earlier.

You must send or bring the goods back to us immediately and in any case within 14 days from the date on which you informed us about the contract revocation. The revocation period is still met if you send the goods before the expiration date of 14 days has passed.

You bear the immediate cost of returning the goods.

You will have to pay a possible loss in value of the goods only if the goods were unnecessary handled, evidence of which can be found based on an inspection of its condition, properties and operation. 

(2) The right of revocation cannot be applied for goods delivery contracts that are not ready made and for goods for the production of which individual selection or specification by the consumer is essential or that are clearly customised to the individual needs of the consumer. 

(3) The Provider informs about the revocation form template in accordance with statutory provisions as follows:

Revocation form template

If you want to revoke the contract, complete this form and send it back to us.

— To 
Elsner Elektronik GmbH
Sohlengrund16
75395 Ostelsheim
Germany
Fax +49 (0) 7033 / 30 945-20
E-mail: info@elsner-elektronik.de

— I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/provision of the following services (*)

— Ordered on (*)/received on (*)

— Name of consumer(s)

— Address of consumer(s)

— Signature of consumer(s) (only when sent on paper)

— Date
(*) Cross out where inapplicable

§ 10 Information on the Packaging Act

(1) According to the German Packaging Act (VerpackG), the Provider is obliged to take back the following packaging within the meaning of Section 15 (1) sentence VerpackG:

• Transport packaging (transport packaging is packaging that facilitates the handling and transport of goods in such a way that direct contact and transport damage are avoided, and is typically not intended to be passed on to the end consumer),
• Sales and secondary packaging that does not typically accumulate as waste with private final consumers after use,
• Sales and secondary packaging for which system participation is not possible due to system incompatibility pursuant to section 7 (5) VerpackG,
• Sales packaging containing hazardous substances,
• Reusable packaging (reusable packaging is packaging that is designed and intended to be reused several times for the same purpose after use and whose actual return and reuse is made possible by adequate logistics and promoted by suitable incentive systems, usually through a deposit).

(2) The obligation to take back packaging is limited to packaging that originates from goods that the Provider carries in its product range.

(3) If corresponding packaging is used in the delivery of the goods sold by the Provider, it is obliged to take it back free of charge at the place of actual delivery or in its immediate vicinity, unless is has concluded deviating contractual provisions with the Customer.

§ 11 Disposal of old appliances

Electrical and electronic appliances must not be disposed of with household waste and are therefore labelled with the "crossed-out wheelie bin" symbol.

End users are legally obliged to return old appliances in accordance with § 10, Section 1 of the Electrical and Electronic Equipment Act. After use, old appliances can be returned to Elsner Elektronik free of charge or disposed of via a public waste disposal organisation.

§ 12 Data processing instructions

(1) The Provider collects customer data as part of the processing of the contract. The Provider shall particularly comply with the provisions of the Federal Data Protection Act and Telemedia Act. The Provider shall collect, process and use inventory and user data of the Customer without the Customer's consent only to the extent necessary for the contractual relationship and claiming and invoicing telecommunications media.

(2) The Provider will not use Customer data for promotion, market survey and opinion surveys without Customer's consent. 

(3) The Customer can check, change or delete the data stored about the Customer at any time by clicking the "Customer Account Profile" and "Directory" buttons in his/her profile. In other instances regarding Customer's consent and other information on data collection, processing and usage, reference will be made to the Data Protection Statement which the Customer can see in a printable format on the Provider's website at any time via the "Data Protection" button. Registered businesses can amend the data stored about them only following a corresponding message. For registered businesses the data will be changed by the Provider following a corresponding message.

§ 13 Online Dispute Resolution in accordance with Article 14, Section 1 ODR-VO

In accordance with the applicable law, we are obligated to inform consumers of the existence of the European Online Dispute Resolution platform (ODR Platform), which can be used for the out-of-court resolution of disputes. The European Commission is responsible for setting up the platform. The European Online Dispute Resolution platform can be found at https://ec.europa.eu/consumers/odr/.In accordance with section 36 of the German law on consumer dispute resolution (VSBG), we would like to highlight that Elsner Elektronik GmbH is neither obligated nor prepared to participate in dispute resolution proceedings before a consumer arbitration board.

§ 14 Final Provisions

(1) The law of the Federal Republic of Germany applies to the contracts concluded between the Provider and Customer and UN sales law does not apply.

(2) The contract shall be concluded in the German language. The German version of these General Terms and Conditions shall therefore prevail in the interpretation of the Terms and Conditions. The English/French/Italian/Spanish version is for information purposes only.

(3) The remaining parts of the contract remain binding even if any of its clauses becomes legally ineffective. Statutory provisions, if available, replace the ineffective provisions. The entire contract is void if this would constitute unreasonable hardship of any of the contracting parties.

as of 17 February 2025

§ 1 General

(1) All offers, supplies and deliverables proceed exclusively based on these Terms and Conditions, with the exception of framework agreements, for which the General Terms and Conditions of Elsner Elektronik GmbH shall apply in addition. They are part of all contracts concluded between the user and the ordering party regarding supplies or deliverables. Older terms and conditions are hereby invalid.

(2) Terms and conditions of the ordering party do not apply also when the user does not breach them separately in the specific case. Even if the seller refers to a letter containing or referring to the terms and conditions of the principal or a third party, this does not constitute an agreement to the validity of those terms and conditions.

(3) These Terms and Conditions also apply to all future offers, supplies and deliverables to the ordering party, even if not agreed again on a separate basis.

§ 2 Offer and Contract Conclusion

(1) Offers are provisional and non-binding. In order to become effective, all contracts regarding supplies and deliverables, including special agreements and legally important statements, must be in writing and/or confirmed by the user by fax. This also applies to supplements and changes.

(2) Information on the subject matter of a supply or deliverable (e.g. weight, dimensions and technical data), including visual form (e.g. drawings and pictures), are for informational purposes only. They are not guaranteed properties, but descriptions and identification of the supply and/or deliverable.

(3) Usual deviations and deviations based on legal regulations or representing technical improvements are permitted unless their applicability impairs the contractual aims.

(4) Orders and jobs can be accepted by the user within two weeks.

(5) The user reserves the ownership title or copyright for submitted offers, quotations and drawings, calculations, descriptions, models, tools and other materials and aids made available to the ordering party. The ordering party must not use, copy and make these objects available to and/or inform third parties without the user’s exclusive agreement. The ordering party shall return such objects to the user upon request, without keeping any copies thereof.

§ 3 Prices

(1) Prices apply to the supplies and/or deliverables scope named in the order confirmation. Extra and special work shall be invoiced separately. If there are no special price agreements regarding the particular offer or the client, commissioned jobs shall be performed at the list prices applicable on the day of the job confirmation.

(2) The ordering party bears the packaging and dispatch costs. From a goods value of € 100.00 net (€ 119.00 incl. VAT), the user sends webshop orders within Germany free of shipping costs! This only applies to items that are available in the webshop. Bulky goods deliveries are excluded.

(3) The return of delivered defect-free objects is possible only if the user agreed in writing or by fax with the return before returning the objects. The agreement with the return is always on the condition that the goods are in their original packaging, free of damage and merchantable. For goods returned from orders performed free of error, the ordering party shall pay the user a processing fee of 20% of the sales price. Delivered defect-free objects sent back without the user’s agreement and objects not packed in their original packaging, damaged or in a non-merchantable condition remain sold and shall be paid for by the ordering party. The user can always return these goods at the expense of the ordering party.

§ 4 Periods, Dates, Withdrawal, Transfer of Risks

(1) Delivery periods and dates, including fulfillment periods and dates, are always approximate unless a fixed period and/or deadline has been agreed. As soon as the dispatch has been agreed, the delivery periods and dates apply to the moment of the handover of the goods to the shipper, carrier or other persons and companies authorized for transportation. Otherwise, it is the timely dispatch readiness, as long as told to the ordering party, that is sufficient for meeting delivery periods and dates.

(2) The delivery and/or fulfillment period starts with the arrival of the agreed advance payment. Delivery and fulfillment periods shall be extended by the period in which the ordering party fails to meet its obligations under the Terms and Conditions. Delivery and fulfillment dates shall be postponed accordingly.

(3) The ordering party shall, upon request, provide evidence for the user that no legal barriers in user’s sphere of influence hamper the delivery. The user is entitled to retain the delivery affected by such hindrance until due evidence has been provided. Should the user fail to submit such evidence within a reasonable period of time, as agreed, the user can withdraw, in part or entirely, from the contract due to the still uncompleted part of the order.

(4) The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g. of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lock-outs, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the non-delivery, incorrect delivery or late delivery by suppliers) for which the Seller is not responsible. Insofar as such events make it significantly more difficult or impossible for the Seller to deliver or perform and the hindrance is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. If the client cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying the seller in writing.

(5) Customary excess or short deliveries are permissible. The seller is only entitled to make partial deliveries if

• the partial delivery is usable for the customer within the scope of the contractual purpose,
• the delivery of the remaining ordered goods is ensured and
• the principal does not incur any significant additional expenditure or additional costs as a result (unless the seller agrees to bear these costs).
  In this context, each partial delivery shall be deemed to be an independent transaction.

(6) The risk passes to the ordering party with the handover of the delivery subject to the shipper, carrier and/or a person or company authorized with the transportation at the latest. This also applies for partial supplies. In the case of a delay with the handover or dispatch due to circumstances, the cause of which is attributed to the ordering party, the risk passes to the ordering party on the day of dispatch readiness.

(7) The goods are insured against damage in transport at the user’s cost.

(8) We reserve the right to withdraw from the contract if the purchase prices for the required manufacturing materials change on average by more than 30% during the performance of the contractual relationship.

(9) Subject to self-supply. In the event of non-availability of the service, we will inform you immediately and refund the consideration without delay.

§ 5 Claims for Defects of the Ordering Party

(1) The statutory provisions shall apply to the rights of the Purchaser in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the special statutory provisions on the reimbursement of expenses in the case of final delivery of the newly manufactured goods to a consumer (supplier's recourse pursuant to §§ 478, 445a, 445b) shall remain unaffected, unless an equivalent compensation has been agreed, e.g. within the scope of a quality assurance agreement.

(2) The basis of the liability for defects is above all the agreement made on the quality and the presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject matter of the individual contract or which were publicly announced by us (in particular in catalogues or on our Internet homepage) at the time of the conclusion of the contract shall be deemed to be a quality agreement in this sense. Insofar as the quality has not been agreed, it is to be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 para. 3 BGB). Public statements made by the manufacturer or on his behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

(3) In principle, the seller shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the buyer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this in writing without delay. In any case, obvious defects must be notified to us in writing within 7 working days of delivery and defects which cannot be detected during the inspection must be notified to us within the same period of time. If the buyer fails to carry out a proper inspection and/or to give notice of a defect, liability for the defect that was not reported in time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for installation, mounting or assembly, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, the Buyer shall in particular have no claims to reimbursement of the corresponding costs ("dismantling and installation costs").

(4) If the delivered item is defective, the buyer may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement). If the chosen type of supplementary performance is unreasonable for the buyer in the individual case, he may reject it. The Seller's right to refuse subsequent performance under the statutory conditions shall remain unaffected.

(5) The Seller is entitled to make the supplementary performance owed dependent on the Buyer paying the purchase price due. However, the buyer shall be entitled to retain a part of the purchase price proportionate to the defect.

(6) The buyer shall give the seller the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item at the Seller's request in accordance with the statutory provisions; however, the Buyer shall not have a claim for return. Subsequent performance shall not include the dismantling, removal or disassembly of the defective item or the installation, fitting or assembly of a defect-free item if the Seller was not originally obliged to perform these services; the Buyer's claims for reimbursement of corresponding costs ("dismantling and assembly costs") shall remain unaffected.

(7) The Seller shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions and these GTC, if a defect is actually present. Otherwise, the Seller may demand reimbursement of the costs incurred by the Buyer as a result of the unjustified request to remedy the defect if the Buyer knew or was negligent in not knowing that there was actually no defect.

(8) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to claim reimbursement from the seller for the expenses objectively necessary for this. The Seller shall be notified immediately of any such self-remedy, if possible in advance. The right of self-execution does not exist if the Seller would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(9) If a reasonable period of time to be set by the buyer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the buyer may rescind the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the event of an insignificant defect, however, there shall be no right of withdrawal.

(10) Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 6 and are otherwise excluded.

§ 6 Other Liability

(1) The liability for damage compensation, if part of a liability, is ruled out or limited as laid down in the following paragraphs. This applies to each and every reason, e.g. in the case of breach of duties under §§ 280 BGB ff., impossibility, delay, defects and for non-permitted action for the liability.

(2) In the event of slight negligence on the part of bodies, legal representatives, employees or other vicarious agents, the user shall not be liable unless liability is for loss of life, bodily harm and damage to health or for typical and foreseeable damages from the breach of essential contractual obligations. Material contractual obligations are the obligation to deliver and install the delivery item in due time, to ensure that it is free from defects of title and material defects which impair its functionality or usability more than insignificantly, as well as advisory, protective and custodial obligations which are intended to enable the Client to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the Client's personnel or to protect the Client's property from significant damage.

(3) In the event of gross negligence on the part of employees (with the exception of senior staff) or other ordinary vicarious agents, the User shall not be liable if a non-essential contractual obligation has been breached, except in case of loss of life, bodily harm and damage to health.

(4) Liability for all damages, except in cases of fraudulent intent, loss of life, bodily injury or damage to health and violations of the Product Liability Act, is limited to a maximum of €1,000,000 per one damage case.

(5) Liability is not excluded or limited if the user is liable deliberately.

(6) The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the Seller.

(7) Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Seller, this shall be done free of charge and to the exclusion of any liability.

(8) In the event of a change to the products purchased from the Seller - also with regard to their labelling - by the Buyer or other third parties, the Seller shall assume no liability.
Changes also include additional or omitted labelling and other information on the product, including the operating instructions and technical documentation.
The Customer shall indemnify the Seller in full on first demand against claims by third parties arising from product modifications made or caused by the Customer.

(9) Under no circumstances shall the Seller be obliged to fulfil any obligations associated with the provision of the goods on the market outside Germany, to bear any charges incurred outside Germany or to observe any measurement and weight systems, packaging, labelling regulations or other legal regulations applicable to the goods outside Germany.

§ 7 Limitation

(1) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence with acceptance.

(2) Special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1 and 2, para. 3, §§ 444, 445b BGB) shall remain unaffected.

(3) The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the buyer pursuant to § 5 para. 2 p. 1 and p. 2(a) as well as pursuant to the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods.

§ 8 Reservation of Ownership

(1) The user reserves the title of ownership to all supplied goods (goods subject to retention of title) until the ordering party has paid the purchase price for the goods delivered and met all existing payment obligations arising from the business relationship.

(2) In the case of action by the ordering party breaching the contract, e.g. late payment of secured claims, the user can disallow the use or consumption of such goods or withdraw the goods. The withdrawal of goods represents only a withdrawal from the contract if the user has declared so also in writing. After the withdrawal of goods, the user has the right to use the goods, with the proceeds being credited to the ordering party for its obligations (less reasonable costs of use).

(3) The ordering party now transfers the purchase price claims towards its clients arising from the re-sale of goods subject to retention of title or from another sale and/or other compensation claims, including all secondary rights, to the user. They serve as security to the same extent as the above goods. The consumer has the right and authority to resale or another sale of the above goods only under the provision that the claims within this transaction are passed on to the user. The processing or modification of delivered goods subject to retention of title is always done for the user as the manufacturer. If (co-)ownership expires through union, it is now agreed that the respective share in the (co-)ownership of the ordering party in the singular item passes to the user as security of his claims.

(4) In the case of access of third parties to the above goods, e.g. confiscation, the ordering party shall advise of the ownership of the user and inform the user without delay. If the third party is not able to pay the expenses which the user has incurred in this respect, the liability lies on the ordering party’s side. The ordering party shall preserve the above goods for the user. The ordering party must insure these goods against fire, theft and flood.

(5) The ordering party has the authority to collect the claims ceded to the user until revoked. The user is not entitled to apply this right of revokation, as long as the ordering party has duly met its payment obligations arising from the business transactions and as long as there are no circumstances that would damage substantially the credibility of the ordering party. If there are circumstances for exercising the right of revokation, the user can demand from the ordering party the stating of the claims ceded, including debtor, making all notes necessary for the collection of these claims, and the forwarding of relevant documents to the user and informing the debtor about the cession. The cession notice to the debtor can be also made by the user himself.

(6) If the realizable value of all existing collateral exceeds the secured claims by a total of 20%, the user is obliged, at the request of the ordering party, to release the collateral at user’s option.

§ 9 Payment Terms

(1) Invoiced amounts shall be paid to the user within 14 days from the invoice date excluding deductions. Cheques and bills of exchange lead to a payment only upon exchange.

(2) If the ordering party is late with a payment, a 9% interest rate above the respective prime interest rate under § 247 par. 1 of BGB applies to the claim of the user for the delay period. The exercise or provision of evidence of higher or lower damage due to the delay is reserved.

(3) Offsetting against counterclaims of the Client or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

(4) If, after contract conclusion, circumstances arise that limit substantially the credibility of the ordering party, the user is entitled to make outstanding supplies or fulfill deliverables only against an advance payment or security.

§ 10 Other Provisions

(1) The place of fulfillment for all obligations under the contractual relation is user’s registered office.

(2) The court of jurisdiction for all disputes stemming from the business transaction is the user’s registered office if the ordering party is a dealer, a legal entity of public law or investment fund.

(3) The business transaction is subject exclusively to German law. The contractual language is German. The German version of these General Terms and Conditions shall therefore prevail in the interpretation of the Terms and Conditions. The English/French/Italian/Spanish version is for information purposes only.

(4) These Terms and Condition apply if applied towards a person who, upon contract conclusion, was performing commercial activities or was self-employed (entrepreneur), if the contract belongs to the commercial trade operation, towards a trade organization, a legal entity of public law or against an investment fund and for end consumers.

(5) If the individual clauses of these Terms and Conditions are or become partially or fully ineffective, the remaining part and/or remaining clauses shall remain in force. In this case, those legally effective regulations shall apply instead of the ineffective clause and/or part thereof that are the closest to the aim of the inefficient clause.

Note:

The ordering party acknowledges that the information from the business relationship will be stored under § 28 of the federal data protection law for the purpose of data processing and the user reserves the right to provide this information to the credit insurer for information needed for credit insurance.

as of 14 August 2024

I. Application of the International Conditions of Sale

1. These International Conditionsof Sale apply to all customers of Elsner Elektronik GmbH - hereinafter referred to as Seller - if the place of business of the customer is not in in a member state of the European Union.

2. Conflicting or differing terms of business of the customer do not bind the Seller. Equally, the Seller is neither bound, insofar as the terms of business of the customer deviate from statutory provisions.

II. Formation of the Contract

1. Orders of the customer are to be placed in writing. If the customer's order deviates from the proposal or the tender submitted by the Seller, the customer will emphasize the differences as such.  

2. All orders will take effect exclusively if followed by a written acknowledgement of the order by the Seller,which the Seller can dispatch up to and including fourteen (14) calendar days after receipt of the customer’s order. Until this time, the customer’s offer is irrevocable.

3. The Seller’s written acknowledgement of the order sets out the terms of the contract concluded with the customer.

4. The Seller's employees or sales intermediaries are not authorized to dispense with the requirement of the Seller’s written acknowledgement of the order or to make promises which differ from its content.

5. Amendments to the concluded contract always require written confirmation by the Seller.

III. Obligations of the Seller

1. Taking account of the tolerances customary in trade, Seller undertakes to deliver to the customer goods of the agreed description and quantity in a quality that is customary in Germany and ensures that at the time of delivery the goods are free from rights or claims of third parties which could prevent its use within the European Union. The Seller is entitled to make part deliveries and to invoice them separately.

2. The Seller undertakes to deliver the goods with the markings and labels customary in Germany FCA (Incoterms 2020) at his place of business in Germany. The Seller is not obliged to check the operational safety of the means of transport or safe loading for transportation. The transport and the insurance of the goods are not the obligation of the Seller.

3. Compliance with agreed delivery times shall be conditional upon the customer providing containers for the transport of the goods in good time, documents being obtained in good time and the customer performing all other obligations incumbent upon him properly and in good time. Without prejudice to his continuing legal rights, the Seller is entitled to fulfil his obligations after the time agreed upon, if the customer is informed that the Seller will exceed the deadline and provided an appropriate and reasonable time period for late performance is communicated to the Seller.

4. Risk shall pass to the customer upon delivery in accordance with section III.-2., even if the goods are not clearly marked and without the customer having to be notified of delivery of the goods. Irrespective of the aforesaid risk shall pass upon readiness for delivery by the Seller according to the originally agreed delivery times, if these are postponed for reasons for which the customer is responsible.

5. Under no circumstances is the Seller liable to perform duties associated with the making the goods available on the market outside Germany, to bear levies, duties and charges accruing outside Germany or to comply with weight and measuring systems, packaging, labelling, or marking requirements or with any other legal provisions applicable to the goods outside Germany. 

6. Without prejudice to his continuing legal rights and without the need for prior notification to the customer, the Seller is entitled to suspend performance of his obligations for as long as, in the opinion of the Seller, there are grounds for concern that the customer will fail to fulfil his obligations in accordance with the contract. The Seller is not required to continue with performance of his obligations if an assurance given by the customer to avoid the suspension does not provide adequate security or could be challenged pursuant to an applicable law.

IV. Obligations of the Customer

1. The customer undertakes to pay the price for the goods  specified in the written acknowledgement of the order and shall remit the same without deduction and free of expenses and costs to one of the financial institutions designated by the Seller. To the extent that a price  has not been agreed, the price which is at the time of delivery the Seller's usual selling price for the goods will apply.

2. Payment by the customer is due for payment at the time specified in the written acknowledgement of the order or - if a time for payment is not indicated - on receipt of the invoice. Unless otherwise agreed, the purchase price is to be paid prior to delivery (advance payment).

3. Any statutory rights of the customer to set-off against claims of the Seller or to withhold payment are excluded, except where the corresponding claim of the customer is due and undisputed or has been finally adjudicated or where despite written warning the Seller has committed a fundamental breach of his obligations due and has not offered any adequate assurance.

 4. Irrespective of any statutory provisions, the customer shall at his own cost take care of the waste-disposal of the goods delivered and of the packaging material.

V. Non-conforming Goods or Goods with Defective Title

1. The customer is obliged to examine or to have examined every delivery for any discoverable or typical lack of conformity with the contract and moreover as required by law.

 2. The customer is obliged to give notice of any lack of conformity with the contract or any deficiency in title within a reasonable time. Such notice must be given in writing and directly to the Seller. It must be formulated in such a precise manner as to enable the Seller to effect remedy measures and moreover as required by law.

3. After correct notification in accordance with clause V.-2., the customer may resort to the remedies set out in the UN Sales Convention taking into account the provisions set out in sections VI. and VII. The Seller is always entitled in accordance with the provision in section III.-3. to repair goods which do not conform with the contract or to supply substitute goods.

4. In case of an unjustified assertion of remedies for delivery of non-conforming goods or goods with a deficiency in title, the customer is obliged to reimburse the Seller for expenses incurred due to the unjustified assertion.

VI. Avoidance of the Contract

1. The customer is entitled to avoid the contract, if the applicable legal requirements are fulfilled, he has threatened the Seller with avoidance in writing and a reasonable period of time for performance set out in writing has expired to no avail. 

2. Without prejudice to his continuing legal rights, the Seller is entitled to avoid the contract if the implementation or performance of the contract is or becomes prohibited by law, or if insolvency proceedings relating to the assets of the customer are applied for, or if the customer does not meet fundamental obligations due towards the Seller.

VII. Damages

1. The Seller is only obliged to pay damages due to the breach of obligations resulting from the contract concluded with the customer or the business relation with the customer in accordance with the following provisions. 
a) The Seller is not liable for the conduct of subcontractors, carriers, or freight-forwarders. The Seller is not liable if the contract cannot be performed as was possible at the time of its formation due to statutory or sovereign measures.  Moreover, the Seller is only liable for injury culpably caused to life, body or health of persons or to the extent that the executive bodies or members of staff of the Seller have deliberately or grossly negligent breached obligations owed to the customer.
b) In the event of any modification to the products we supply—including their labeling—by the purchaser or any third party, we assume no liability. Modifications also include additional or omitted labels as well as other information on the product, including the user manual and technical documentation. The customer shall fully indemnify Elsner Elektonik GmbH upon first request against any claims by third parties arising from modifications made or caused by the customer.
c) In the event of liability, the Seller will compensate the losses of the customer to the extent that the customer proves that he has suffered losses that cannot be avoided in any other way and that the occurrence and the amount of the loss were foreseeable for the Seller as a result of the breach of obligation. 
d) The Seller is not liable for purely immaterial damages. Moreover, the amount of damages for late or non-delivery is limited to 0.5 per cent for each full week of delay, up to a maximum of 5 per cent of the value of the non-conforming part of the contract. 

2. Irrespective of additional statutory or contractual claims, the customer is obliged to pay damages to the Seller as follows:
a) In the event of delay in payment, the customer will pay  the accruing costs of arbitral, judicial and extra-judicial means and proceedings, as well as interest at 9 per-cent points over the base rate of the German Federal Bank (Deutsche Bundesbank).
b) In the event of other breaches of obligations, the customer shall pay damages in accordance with the statutory provisions.

VIII. Other Provisions

1. Title of the goods that have been delivered remains with the Seller until settlement of all claims existing against the customer.

2. In relation to images, drawings, calculations and other documents and computer-software, which have been made available by the Seller, the latter reserves all proprietary rights, copyrights, other industrial property rights as well as know-how rights.

3. Within the scope of the negotiation, performance and termination of contracts concluded with the Seller, the customer shall ensure compliance with Regulation (EU) 2016/679 (General Data Protection Regulation) and other legal requirements applicable to the processing of personal data in the specific case, i. e. in particular the lawfulness and transparency of the processing and the transfer to third countries. In case of transfer of personal data from one party to the other, the responsibility of the receiving party starts from the moment of transfer of the personal data.

4. All communications, declarations, notices etc. are to be drawn up exclusively in German or English. Communications by means of fax or e-mail fulfil the written form requirement.

IX. General Basis of Contracts

1. The United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention / CISG) dated 11th April 1980 in the English version governs the legal relationship with the customer. Where commercial terms are used, in case of doubt the Incoterms® 2020 of the International Chamber of Commerce apply taking into account the provisions stipulated in these International Conditions of Sale. The legal relationship between the parties is otherwise governed by the Swiss Code of Obligations (Obligationenrecht).

2. All disputes arising out of or in connection with contracts to which these International Conditions of Sale apply shall be submitted to the Swiss Arbitration Centre and shall be finally resolved, without recourse to the ordinary courts of law, by arbitration according to the Swiss Rules of International Arbitration (Swiss Rules) in force on the date when the Notice of Arbitration is received in accordance with these Rules. The Tribunal shall consist of three (3) arbitrators or if the amount in dispute is less than € 250.000 (EURO two hundred and fifty thousand), there shall be one (1) arbitrator appointed according to the Swiss Rules of International Arbitration. The place of the arbitration shall be Zürich/Switzerland, the languages used in the arbitral proceedings shall be German or English or both.

3. If provisions of these International Conditions of Sale should be or become partly or wholly ineffective, the remaining provisions will continue to apply. The parties are bound to replace the ineffective provision with a legally valid provision which corresponds as closely as possible to the commercial meaning and purpose of the ineffective provision.

as of 14 August 2024