5.6
Standard Terms & Conditions of XIMEA GmbH
Printed here for your information is the version from May 2021. Please check the most current version at
XIMEA General Terms and Conditions
General Conditions
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 January 2022 (with 24 months warranty period), and listed below
Article I: General Provisions
1. Legal relations between Supplier and Purchaser in connection with supplies and/or services of the Supplier (hereinafter referred to as
“Supplies”) shall be solely governed by the present GL. The Purchaser’s general terms and conditions shall apply only if expressly accepted
by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
2. The Supplier herewith reserves any industrial property rights and/or copyrights and rights of use pertaining to its cost estimates, drawings
and other documents (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without the
Supplier’s prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the
Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s Documents; these may, however, be made accessible to those
third parties to whom the Supplier has rightfully subcontracted Supplies.
3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within
the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up
copy of standard software.
4. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
5. The term “claim for damages” used in the present GL also includes claims for indemnification for useless expenditure.
Article II: Prices, Terms of Payment, and Set-Off
1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.
2. If the Supplier is also responsible for assembly or erection and unless otherwise agreed, the Purchaser shall pay the agreed remuneration
and any incidental costs required, e. g. for traveling and transport as well as allowances.
3. Payments shall be made free Supplier’s paying office.
4. The Purchaser may set off only those claims which are undisputed or non-appealable.
Article III: Retention of Title
1. The items pertaining to the Supplies (“Retained Goods”) for which the purchase price claim is due immediately or for which a payment
period of up to and including 30 days after delivery, delivery with installation/assembly or receipt of invoice has been agreed for the due
date of the purchase price claim shall remain the property of the Supplier until payment has been made in total.
2. In all other cases, the items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier’s property until each and every claim
the Supplier has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of the Supplier’s
security interests exceeds the value of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security
interest if so requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to release.
3. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be
possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer
or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
4. Should Purchaser resell Retained Goods, it assigns to the Supplier, already today, all claims it will have against its customers out of the
resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this effect being necessary.
If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods,
XIMEA Technical Manual, Version: v230927
83
