GTCS

General Terms and Conditions of Sale

§ 1 Scope and Form

(1) These General Terms and Conditions of Sale (GTCS) apply to all our business relations with our customers ("Buyer"). The GTCS only apply if the Buyer is a business (§ 14 BGB), a public law legal entity, or a public law special fund.

(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless agreed otherwise, the GTCS in the version valid at the time of the Buyer's order, or at least the version most recently communicated to the Buyer in text form, shall apply as a framework agreement also to similar future contracts, without the need for us to refer to them in each individual case.

(3) Our GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in every case, for example, even if the Buyer refers to their own GTC in the context of the order and we do not expressly object.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and provisions in our order confirmation take precedence over the GTCS. Trade terms shall, in case of doubt, be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris in the version valid at the time the contract is concluded.

(5) Legally significant declarations and notices by the Buyer relating to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be submitted in writing. For the purposes of these GTCS, written form includes both traditional written and text formats (e.g. letter, e-mail, fax). Statutory form requirements and other proofs, especially in cases of doubt about the authority of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions are only for clarification. Therefore, even without such clarification, the statutory provisions shall apply, unless they are directly altered or explicitly excluded in these GTCS.

§ 2 Conclusion of Contract

(1) Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards), and other product descriptions or documents – including in electronic form – to which we reserve property and copyright rights.

(2) The Buyer's order of goods shall be deemed a binding contractual offer. Unless otherwise indicated in the order, we are entitled to accept this offer within 14 days of receiving it.

(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivering the goods to the Buyer.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be individually agreed or specified by us at the time of accepting the order.

(2) If we cannot meet binding delivery periods for reasons we are not responsible for (non-availability of the service), we will inform the Buyer immediately and at the same time indicate the anticipated new delivery period. If the service is still not available within the new delivery period, we are entitled to withdraw wholly or partially from the contract; any payments already made by the Buyer will be refunded without delay. Non-availability of the service exists, for example, if our supplier fails to deliver on time when we have concluded a congruent covering transaction, in the case of other disruptions in the supply chain due to force majeure, or if in individual cases we are not obliged to procure the goods.

(3) The commencement of our delivery delay is determined by statutory provisions. In any event, a written reminder by the Buyer is required. If we fall into delivery delay, the Buyer may claim a lump sum compensation for delay damages. The lump sum amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but no more than 5% of the delivery value of the delayed goods in total. We reserve the right to prove that the Buyer has incurred no damage or significantly less damage than the aforementioned lump sum.

(4) The rights of the buyer according to § 8 of these GTC and our statutory rights, especially in case of exemption from the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Delay in Acceptance

(1) Delivery is made from stock, which is also the place of performance for the delivery and any necessary supplementary performance. At the buyer’s request and expense, the goods will be sent to an alternative destination (sale by dispatch). Unless otherwise agreed, we reserve the right to determine the method of dispatch ourselves (in particular, the carrier, shipping route, packaging).

(2) The risk of accidental loss or deterioration of the goods passes to the buyer at the latest upon delivery. However, in the case of sale by dispatch, the risk of accidental loss, deterioration, and delay passes already at the point the goods are handed over to the carrier, freight carrier, or any other person or company designated to carry out the dispatch. Insofar as an acceptance has been agreed, this is decisive for the transfer of risk. Moreover, the statutory provisions of contract work law apply accordingly to any agreed acceptance. Delivery or acceptance is deemed to have occurred if the buyer is in default of acceptance.

(3) If the buyer delays acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for resulting damages, including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of 0.25% of the invoice amount per week, starting from the delivery deadline or, if no delivery deadline exists, from notification of readiness to dispatch the goods.

The proof of greater damage and our statutory claims (in particular claims for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate shall be credited against any further monetary claims. The buyer is permitted to prove that we have incurred no damage at all or only a significantly lower damage than the flat rate above.

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion apply, ex stock, plus statutory VAT.

(2) In the case of sale by dispatch (§ 4 para. 1), the buyer shall bear the transport costs from the warehouse and the cost of any transport insurance requested by the buyer. If we do not charge the actual transport costs incurred in the individual case, a flat rate for transport costs (excluding transport insurance) of EUR 32.00 per pallet and EUR 8.00 per standard package shall be deemed agreed. Any applicable customs duties, fees, taxes, and other public charges shall be borne by the buyer.

(3) The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, even within an ongoing business relationship, we are entitled at any time to make delivery wholly or partly only against advance payment. We declare such reservation no later than upon order confirmation.

(4) Upon expiry of the above payment period, the buyer will be in default. During the delay, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert claims for further damages caused by delay. Our claim to commercial default interest (§ 353 HGB) remains unaffected vis-à-vis merchants.

(5) The buyer has the right to set-off or withhold payments only to the extent that their claim is legally established or undisputed. In the event of defects in delivery, the buyer’s counterclaims remain unaffected in particular pursuant to § 7 para. 6 sentence 2 of these GTC.

(6) If after contract conclusion it becomes apparent (e.g., through filing for insolvency proceedings) that our claim for the purchase price is jeopardised due to the buyer's lack of ability to perform, we are entitled under statutory provisions to refuse performance and, after setting a deadline if applicable, to rescind the contract (§ 321 BGB). In contracts for the manufacture of non-fungible goods (custom-made products), we may declare rescission immediately; statutory provisions on the dispensability of a grace period remain unaffected.

§ 6 Retention of Title

(1) We retain ownership of the goods sold until full payment has been made of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title must not be pledged to third parties or transferred as security before full payment of the secured claims. The buyer must notify us in writing without delay if an application is made to open insolvency proceedings or if third-party interventions (e.g. seizures) are made against goods belonging to us.

(3) In the event of breach of contract by the buyer, especially non-payment of the due purchase price, we are entitled to withdraw from the contract according to statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for return does not simultaneously declare withdrawal from the contract; rather, we are entitled to request only the return of the goods while reserving the right to withdraw. If the buyer fails to pay the due purchase price, we may only exercise these rights if we have previously granted the buyer a reasonable deadline for payment without success, or if setting such a deadline is unnecessary under statutory provisions.

(4) The buyer is authorised, until revoked in accordance with section (c) below, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply additionally.

(a) The retention of title extends to products resulting from the processing, mixing or combining of our goods, up to their full value, whereby we are regarded as the manufacturer. If ownership rights of third-party goods remain intact after processing, mixing or combining, we acquire joint ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to goods delivered under retention of title.

(b) The buyer hereby assigns to us, as security, all claims arising from the resale of the goods or resulting products to third parties, either in full or to the extent of our possible joint ownership share as specified above. We accept the assignment. The buyer's obligations as outlined in paragraph 2 also apply with regard to the assigned claims.

(c) The buyer remains authorised, alongside us, to collect the claims. We undertake not to collect the claim as long as the buyer fulfils their payment obligations to us, no deterioration in their ability to pay occurs, and we do not assert the retention of title by exercising a right under paragraph 3. Should this no longer be the case, we may require that the buyer disclose to us the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in such cases, we are entitled to revoke the buyer's authorisation to further resell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon the buyer's request.

§ 7 Buyer's Claims for Defects

(1) The buyer's rights in the event of material and legal defects (including incorrect and short deliveries as well as improper assembly/installation or faulty instructions) are governed by statutory provisions, unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the buyer's rights arising from separately given guarantees, in particular those by the manufacturer, remain unaffected.

(2) The basis of our liability for defects is primarily the agreement on the condition and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer information that form part of the individual contract or were publicly available from us (especially in catalogues or on our website) at the time of contract conclusion are regarded as an agreement on condition in this sense. If the quality has not been agreed upon, it is determined according to statutory provisions whether a defect exists or not (§ 434 Para. 3 BGB). Public statements by the manufacturer or made on their behalf, particularly in advertising or on product labels, take precedence over those made by other third parties.

(3) For products with digital components or other digital content, we are obligated to provide and, where applicable, update the digital content only to the extent explicitly specified in a quality agreement as per paragraph 2. We accept no liability for public statements made by the manufacturer or any third parties in this regard.

(4) Generally, we are not liable for defects that the buyer was aware of or should have been aware of through gross negligence at the time of contract conclusion (§ 442 BGB). Furthermore, the buyer’s claims for defects are conditional upon having fulfilled their statutory obligations to inspect and notify any defects (§§ 377, 381 HGB). For building materials and other goods intended for installation or further processing, an inspection must be conducted immediately before processing. Should a defect be discovered during delivery, inspection, or at any subsequent time, it must be reported to us promptly in writing. In all circumstances, obvious defects must be reported in writing within 2 working days of delivery, while defects not identified during inspection must be reported in writing within the same timeframe after discovery. If the buyer fails to conduct a proper inspection and/or notification of defects, our liability for such undetected or untimely or improperly reported defects is excluded under statutory provisions. Where goods are intended for installation, attachment, or fitting, this applies even if the defect only becomes apparent after appropriate processing due to a breach of these obligations; in such cases, the buyer has no claims for compensation of related costs ("removal and installation costs").

(5) If the delivered item is faulty, we have the initial choice of either remedying the defect (rectification) or providing a faultless replacement (substitute delivery). If the chosen method of remedial action is unreasonable for the buyer in the individual case, they may reject it. Our right to refuse remedial action under statutory conditions remains unaffected.

(6) We are entitled to make remedial performance conditional upon the buyer paying the due purchase price. However, the buyer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

(7) The buyer must give us the necessary time and opportunity to carry out the required remedial performance, particularly by handing over the reported goods for inspection purposes. In cases where a replacement delivery is made, the buyer must return the defective item to us upon request, in accordance with statutory provisions; however, the buyer does not have a right to return the goods. Remedial performance does not include the removal, uninstallation, or dismantling of the defective item, nor the installation, attachment, or fitting of a defect-free item, unless we were originally obliged to perform these services; claims by the buyer for compensation of related costs ("removal and installation costs") remain unaffected.

(8) We will bear or reimburse the expenses necessary for inspection and remedial performance, particularly transport, travel, labour, and material costs, as well as any removal and installation costs, according to statutory regulations and these General Terms and Conditions, provided that a defect actually exists. Otherwise, we may require the buyer to reimburse costs arising from an unjustified claim for defect rectification, provided the buyer knew, or could have recognised, that no defect actually existed.

(9) In urgent cases, such as when operational safety is threatened or to prevent disproportionate damage, the buyer has the right to rectify the defect themselves and claim reimbursement from us for the objectively necessary expenses. We must be notified immediately of any such self-remediation, preferably beforehand if possible. The right to self-remediation does not apply if we are entitled to refuse the corresponding remedial action according to statutory provisions.

(10) If a reasonable period set by the buyer for remedial performance lapses unsuccessfully, or is dispensable according to statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price under the law. There is no right to withdraw in cases of insignificant defects.

(11) The buyer’s claims for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims for damages or reimbursement of futile expenses (§ 284 BGB) in the context of defects in the goods only exist as regulated in §§ 8 and 9 below.

(12) Liability is excluded if the buyer alters the delivered item or has it altered by third parties without f-tronic’s consent, rendering defect rectification impossible or unreasonably difficult. In any case, the customer must bear the additional costs brought about by defect removal.

§ 8 Other Liability

(1) Unless otherwise specified in these General Terms and Conditions, including the subsequent provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory regulations.

(2) We are liable for damages—regardless of legal grounds—within the scope of fault-based liability for intentional and gross negligence. For simple negligence, subject to statutory liability limitations (e.g., care in one's own matters; minor breaches of duty), we are only liable

a) for damages resulting from injury to life, body, or health,

b) for damages arising from a breach of a fundamental contractual obligation (an obligation whose fulfilment is necessary for the proper execution of the contract and on which the contractual partner may normally rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

(3) The liability limitations set out in paragraph 2 also apply to third parties and in cases of breaches by persons (also in their favour) whose fault we are responsible for under statutory provisions. These do not apply if a defect was fraudulently concealed, a guarantee for the condition of the goods was assumed, or for claims by the buyer under the Product Liability Act.

(4) For a breach that does not involve a defect, the buyer can only withdraw or terminate if we are responsible for the breach. The buyer's right to terminate freely (particularly under §§ 650, 648 BGB) is excluded. Otherwise, statutory prerequisites and legal consequences apply.

§ 9 Limitation Period

(1) Deviating from § 438 para. 1 no. 3 BGB, the general limitation period for claims regarding material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the limitation period begins with the acceptance.

(2) If the goods constitute a building or an item typically used in a building and have caused defects (building materials), the limitation period is five years from delivery according to statutory regulations (§ 438 para. 1 no. 2 BGB). Further statutory special provisions regarding limitation remain unaffected (particularly § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB).

(3) The aforementioned limitation periods in sales law also apply to contractual and non-contractual claims for damages by the buyer based on defects in the goods, unless applying the regular statutory limitation (§§ 195, 199 BGB) would result in a shorter limitation period in individual cases. Buyers' claims for damages under § 8 para. 2 sentences 1 and 2 (a) and the Product Liability Act are subject exclusively to statutory limitation periods.

§ 10 Choice of Law and Jurisdiction

(1) These General Terms and Conditions of Purchase and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular, the UN Sales Convention.

(2) If the buyer is a merchant under the German Commercial Code, a legal entity under public law, or a public special fund, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our business address in Saarbrücken. The same applies if the buyer is an entrepreneur according to § 14 BGB. However, we are also entitled in all cases to bring an action at the place of fulfilment of the delivery obligation under these terms or a prevailing individual agreement, or at the buyer’s general place of jurisdiction. Priority laws, especially exclusive jurisdictions, remain unaffected.

§ 11 Returns

Goods delivered in accordance with the contract provide the buyer with no right to exchange or return the goods. Should f-tronic exceptionally declare itself ready to exchange the goods or take them back, the following shall apply: before returning the goods, the exchange or taking back must be agreed in writing with F-tronic. Goods must then be returned freight and charges unpaid to one of f-tronic’s warehouses at the risk of the buyer. Goods must arrive at f-tronic in perfect condition and in saleable original packaging; they must not be used, previously installed, broken, defective, or materially repaired items. It is further agreed that f-tronic will charge the buyer at least 15% of the value of the exchanged or returned goods as compensation for costs, unless another amount has been separately agreed in writing.

As of March 2025

With the publishing of this edition of the GTCS, all previous terms and conditions of f-tronic lose their validity.

Our general terms and conditions at any time for download: GTCS