for the Supply of Products and Services of the Electrical and Electronics Industry ("Grüne Lieferbedingungen" – GL)*
for commercial transactions between businesses
recommended by ZVEI-Zentralverband Elektrotechnik- und Elektronikindustrie e. V. 

as of June 2024

* The original German text shall be the governing version.

I. Scope

(1) These conditions of sale apply to all contracts with the customers with the exclusion of all others; any other conditions including purchaser's terms apply to the contract only, if we expressly agree to them in writing. The delivery to the customer does not constitute an acceptance of its terms.

(2) All agreements made between us and the customer for the purpose of fulfilling this contract are written down in the contract.

(3) Our conditions of sale apply only to the entrepreneurs.

II. Conclusion of the contract, offer

(1) Contracts with the customer only come into existence following our written or electronically transmitted confirmation or acceptance of order.

(2) We remain the owner of all proprietary rights to illustrations, drawings, calculations and other documentation and holders of all intellectual property rights (especially author´s rights and industrial property rights). The customer may pass these documents to third parties only with our prior written consent.

(3) The provision of technical information and the submission of offers take place to the best of our knowledge but do not release the customer from the obligation to test the suitability of these details in respect of the intended use and requirements. The customer bears the responsibility with regard to suitability and use for the intended purpose. We reserve the right to optimize products, to change materials and to correct drawings.

III. Delivery time / Scope of delivery

(1) Delivery deadlines or times are only binding when confirmed by us in writing. They refer to the time of dispatch; the delivery period or delivery deadline is met if the customer is notified within the period/deadline that the delivery is ready for dispatch.

(2) Delivery deadlines only commence when agreement has been reached concerning all details of the order including the technical design of the object of delivery. If, following the confirmation of the order, the customer asks for its material alteration, and if we agree to this, then the delivery period only commences with confirmation of the last alteration.

(3) In the event that we are unable to adhere to delivery times for reasons for which we are not responsible (non-availability of the performance), we shall immediately inform the customer and at the same time inform him of the expected new delivery time. In particular a case of non- availability of performance shall be deemed to be the failure of our suppliers to deliver to us in time.

(4) Cases of force majeure and other events over which we have no control and which make it significantly more difficult or impossible for us to carry out a delivery/performance shall release us from our obligations resulting from the relevant contract; however, in the case of temporary hindrances only for the duration of the hindrance plus a reasonable start-up period after the hindrance no longer applies. The case of force majeure shall in particular arise in the event of (i) war, civil war, revolution, acts of terrorism, sabotage, (ii) currency and trade restrictions, embargo, sanctions; (iii) lawful and unlawful official acts, expropriation, (iv) pandemic, epidemic, (v) explosion, fire, prolonged failure of mean of transport, telecommunications, information systems or energy; (vi) general labour unrest such as boycotts, strikes and lockouts, occupation of factories and buildings.

(5) If the customer is in default with takeover or culpably violates other obligations of cooperation, we are entitled to demand compensation for any resulting damage including additional expenses incurred (e.g. warehousing costs). Delivery periods are extended by the period of time in which the customer fails to meet his obligations towards us from this contract (e.g. provision of security or down-payment). This applies correspondingly to the delivery dates. Any further rights or claims are not affected.

(6) Partial deliveries are permitted to a reasonable extent provided that they do not result in unreasonable additional costs for the customer.

IV. Dispatch / Risk of damage and loss / Place of fulfilment

(1) Dispatch of the goods takes place from our seat at the risk and costs of the customer. In the absence of any explicit special agreements, we are free to choose transport company and the means of transport. Risk of damage to the goods is transferred to the customer when dispatch takes place from the supplier's seat even if we pay the freight charges.

(2) If dispatch is delayed for reasons which are the responsibility of the customer, then risk of damage to the goods is transferred to the customer at the time the goods are ready for dispatch. The customer shall bear the costs incurred as a result of the delay.

(3) Packaging will be charged at 2% of the net value of the goods.

(4) All obligations resulting from the contractual relationship are to be fulfilled at the supplier's seat.

V. Prices

(1) Calculation of prices is ex supplier's seat (“ex works”), in EURO, plus the currently valid value-added tax. The prices are valid for the scope of performance and delivery stated in our confirmations of order. Additional or special performance will be charged for separately.

(2) Calculation of the additional charge resulting from increases in the costs of materials will be shown separately in accordance with current prices.

(3) For orders with a net value of less than € 100, we invoice a small amount surcharge in the amount of € 25.

VI. Terms of payment

(1) If the customer is in default with payment, he shall pay to the supplier a contractual late interest on payments in default of 9% p. a. of the amount in debt as well as a late interest set by the law.

(2).Customer is not entitled to withhold payment for whatever reason; the customer may offset against our claim only such his claim which we consider undisputed.

VII. Reservation of title

(1) The goods delivered (goods subject to reservation of title) remain our property until fully paid by the customer. If the customer fails to comply with his contractual obligations, in particular being in default in payment, we are entitled to withdraw from the contract and to demand the return of the delivered goods; the customer is obliged to return the goods.

(2) The customer is entitled to use delivered goods in the normal course of business and to sell them on as long as he is not in default of payment. However, he must not pledge the goods or assign them by way of security. To secure our claims against the customer arising in connection with the sale of the goods (hereinafter referred to as "secured debts") the customer hereby creates a pledge to monetary claims against its customers (hereinafter referred to as "sub-debtors") arising from the resale of the goods, as well as to its claims relating to such goods arising from any claims against sub-debtors or third parties in connection with the sale of the goods. We accept the pledge. The customer is obliged to inform the sub-debtor of the existence of the pledge and to ensure that the sub-debtor performs on the pledged debt to our account, unless the secured debts expired earlier. We will satisfy the secured debts from the consideration received and pay the remainder to the customer. If the secured debts are not duly and timely discharged, we shall be entitled to realise the pledge by outright sale or to enforce the outstanding pledge in our name 

and on our account; the customer shall assign the outstanding pledge to us upon request.

(3) If processing takes part with goods which do not belong to us, we acquire ownership of the new goods in the ratio of the value of the goods supplied by us to the other processed goods. The same applies if the delivered goods are mixed with or affixed to other goods which do not belong to us.

(4) If the delivered goods become part of or combined with a piece of land or a moveable object to such an extent that our ownership of the delivered goods ceases to exist, the customer shall assign to us as security his claim in the extent equal to the ratio of the delivered goods to the remaining partial/combined goods at the time of the joining/mixing which he acquires against the third party on the basis of the joining/mixing.

(5) Should third parties seize the goods which are subject to retention of title or should they intervene otherwise, the customer must point out our property and must inform us immediately and in writing so that we can assert our ownership rights.

(6) We undertake to release, at the customer's request, the securities to which we are entitled provided that their value exceeds by more than 10% the claims to be secured. However, we are permitted to choose the securities to be released.

VIII. Nature and condition of the goods / Procurement risk / Guarantees

(1) Deviations of the supplied goods from the order, in particular in respect of material and design, are specifically permitted in the context of technical progress.

(2) The agreed quality and condition of the goods shall be derived exclusively from the product description in the confirmation of order, the system descriptions or our product information. We are liable in respect of the suitability of the goods for specific purposes of use only if this suitability has been expressly agreed. Insofar the parties have agreed on a quality of the object of sale, objective requirements for the object of sale shall not apply in this respect.

(3) We do not assume any procurement risk and we assume no guarantees of any kind unless a specific written agreement regarding these has been concluded with the customer.

(4) Components, construction elements and modules which are procured in accordance with customer's specification or are provided by the customer must comply with the applicable international, European and national statutory provisions including in particular in respect of environmental protection, substance bans and restrictions. Controlling the selection of these components is the customer's responsibility.

IX. Liability for defects

(1) The customer is obliged to examine the goods immediately after delivery and to inform us immediately and in writing of existing defects. We are not obliged to satisfy later notified complaints for defects. Notifications of defects which are asserted to field workers, transport companies or other third parties are not deemed to be correct defect notifications.

(2) If the goods must be returned to us due to a defect, this can only take place with our prior consent. We need not to accept consignments which are returned to us without our prior consent. In such a case, the customer bears the costs of the consignment return.

(3) If the defect complaint is justified, at our discretion we will improve the goods free of charge or deliver non-defective goods, insofar as this does not represent a disproportionate burden for us.

(4) The customer shall give us the opportunity to remedy the defect twice within a reasonable period of time.

(5) The customer`s claims for reimbursement of costs incurred in connection with the defect remedy, in particular transport, travel, work and materials costs, are excluded insofar as the costs increase because the object of the delivery was after delivery transferred to a place other than the customer's establishment.

(6) When remedying the defect we bear no costs of removal and re-installation of the repaired product.

(7) In the event of the sale of a newly-manufactured item, to the extent of our obligation set in law we shall refund the expenses paid by the customer to his customer when remedying the defect.

(8) Liability for all damage is excluded unless specified otherwise in the above provisions, even if the damage has not occurred to the object of delivery itself. This exclusion of liability does not apply to damage incurred in consequence of intent or gross negligence of our owners, executive staff or agents or of culpable infringement of a cardinal obligation. However, in the latter case, liability is only accepted for typical, foreseeable damage. Cardinal obligations are deemed to be obligations whose fulfilment enables the proper fulfilment of the contract in the first place and in whose compliance the customer may trust on a regular basis.

(9) Furthermore, the exclusion of liability shall not apply to cases in which, given defects in the object of delivery, liability exists in respect of harm to life or body or health.

(10) All claims on the part of the customer – for whatever legal reasons – shall be barred after 12 months. If a compensation for damage to life or health or liberty is claimed or if the claim arises from intentional breach of obligation, or if a compensation of the damage caused by gross negligence on our part or on the part of our vicarious agent is claimed, or the law does not allow the contractual deviation from the statutory time bar period, then the statutory limitation (time bar) periods shall apply. They shall also apply to defects in a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.

X. Overall liability / Product liability

(1) Regardless of the nature of the asserted claim, any further liability other than that provided for in para. IX. is excluded, if not provided otherwise by a mandatory rule of law. In particular, claims for damage resulting from culpa in contrahendo are excluded.

(2) Insofar as we are liable to pay compensation for a defect according to the provisions of the Product Liability Act, the extent of liability is subject to the regulations of this act. Any further liability requires explicit written agreement.

XI. Compliance with export control regulations

(1) The customer undertakes to comply with the applicable provisions of national and international (re)export control law when forwarding to third parties the goods delivered by us or the work and services provided by us.

(2) Before forwarding to third parties the goods delivered by us or the work and services provided by us, the customer shall in particular check and ensure by suitable measures that

• he does not violate any embargo imposed by the European Union, the United States of America and/or the United Nations - also taking into account any restrictions on domestic transactions and any prohibitions relating to circumvention - by such transfer to third parties or by providing other economic resources in connection with our goods, work and services;
• such goods, works and services are not intended for any prohibited or authorised usage relevant to armaments, nuclear or weapons technology unless any necessary authorisation and permits have been obtained;
• the regulations relating to all relevant sanctions lists of the European Union and the United States of America concerning business transactions with companies, persons or organisations named therein are complied with.

(3) The customer shall also oblige his sub-suppliers to comply with and implement the requirements of the export control regulations and monitor their compliance by appropriate means.

(4) Insofar as necessary for the carrying out of export control inspections by authorities or by us, the customer shall, upon request, immediately provide all information regarding the final

recipient, the final destination and the intended use of the goods delivered by us or the work and services provided by us as well as any export control restrictions applicable in this respect.

(5) The customer shall fully indemnify us against all claims asserted against us by authorities or other third parties relating to the customer's failure to comply with the above export control obligations, and he undertakes to compensate us for all damage and expenses incurred by us in this connection.

XII. Withdrawal

(1) If the delivery or performance subsequently becomes impossible for reasons for which we are responsible, the customer is entitled to withdraw from the contract. In the event of partial impossibility, he is entitled to withdraw in respect of the part of the contractual performances whose fulfilment has become impossible. If partial fulfilment of the agreement is of no further interest for the customer, he can withdraw from the contract completely. In such cases, the customer is only entitled to reimbursement as per the pre-conditions stated in paras IX. and X.

(2) If we are not responsible for the impossibility of fulfilling the contract, then insofar as is economically feasible, the contract will be amended by mutual agreement, otherwise both parties can withdraw from the contract partially or completely.

XIII. Data protection

(1) REDUR and the customer undertake to comply with the Data Protection Act and other provisions of data protection law and to take the necessary technical and organizational measures for data security which is required in connection with the provision of services. Personal data of which the parties become aware shall be processed exclusively for the purpose of handling the contractual relationship and shall never be made public, sold or made otherwise available to third parties for other purposes.

(2) If personal data are passed on to influencing or influenced persons within the meaning of clauses § 81a ff. ZOK (Czech Business Corporations Act) or third parties, the contracting parties shall limit themselves to the information necessary for the provision of the respective services. The respective recipient may only use these personal data exclusively to provide the requested service or to carry out the necessary transaction performed on behalf of the contracting party. In doing so, the recipients are obliged to comply with the data protection regulations.

XIV. Place of jurisdiction / Applicable law

(1) The exclusive place of jurisdiction are courts of the Czech Republic with jurisdiction according to the registered seat of our company; however, we may also assert our claims before a court set by law or another institution if the law allows it.

(2) These terms and conditions of delivery apply solely to entrepreneurs. For this reason we are not obliged to participate in dispute resolution proceedings before a consumer arbitration body and are also not prepared to do so.

(3) The Czech law is exclusively applicable. The provisions of the Vienna UN Convention dated April 11, 1980 relating to contracts for the International Sale of Goods (UN Sales Convention) are excluded.

XV. Partial invalidity

If individual clauses in these general terms are or become legally invalid, this shall not affect the effectiveness of the remaining clauses; the same applies to the filling of gaps in these general terms and conditions.

XVI. Corporate responsibility

As part of our corporate responsibility we have committed ourselves to the Phoenix Mecano Group’s Code of Conduct, which can be viewed at phoenix-mecano.ch/de.

XVII.

The English and German language version of these terms and conditions of delivery and payment is provided for reference purposes only. Only the Czech language version is legally binding.