GTC

General Terms and Conditions of Millivolt GmbH

§ 1 Scope of application

The following General Terms and Conditions (GTC) apply to the contracts concluded between Millivolt GmbH (hereinafter referred to as Millivolt) and its customers for the sale, manufacture and delivery of goods and other services. For sales contracts and contracts for the manufacture or production of fungible goods, the special provisions under Section B of these GTC shall apply in addition to the provisions of the General Section under A. Reasonable goods are to be understood as movable goods which are usually determined in trade by number, measurement or weight (§ 91 BGB). In addition to the provisions of the General Section under A., the special provisions under Section C of these GTC shall apply to contracts for work and services.
these GTC shall only apply to commercial customers within the meaning of § 14 BGB.
these GTC shall also apply to all future business relations between Millivolt and the customer. The version valid at the time of conclusion of the contract shall apply.
these GTC shall apply exclusively. We do not recognise any terms and conditions of the contractual partner that deviate from or contradict these GTC. Our GTC shall also apply if we carry out the delivery without reservation in the knowledge of deviating or conflicting terms and conditions of the contractual partner.

A. General part
§ 1 Offer, conclusion, prices

offers are always subject to change. Contracts must be concluded in writing. Millivolt’s prices valid at the time of conclusion of the contract shall apply.
2 Millivolt reserves the right to adjust the price for contracts with a term of more than 3 months as a result of and to the extent of cost increases in the manufacturing process that have occurred after conclusion of the contract. Excluded from this are cost increases for which Millivolt is responsible or which result from circumstances for which Millivolt itself is responsible. Millivolt shall pass on to the customer the full amount of any cost reductions that occur after the contract has been concluded and during the manufacturing process for contracts with a term of more than 3 months.
if the respective offer does not show the statutory value added tax, it is a net price to which the statutory value added tax must be added. Cost estimates are always non-binding.
the quotation calculations are based on the values of the enquiry or the information provided by the customer.

§ 2 Services from Millivolt

Millivolt’s prices do not include transport costs and transport insurance, unless otherwise agreed with the customer.
packaging shall be carried out with the utmost care; despatch shall be at our discretion. Packaging shall be charged at cost price, as shall any ancillary costs incurred.
if Millivolt agrees to take back the delivered goods as a gesture of goodwill, they must be in perfect condition. The customer shall be charged 10% of the invoice value for processing. In any case, the risk of loss or damage to the goods shall be borne by the customer until the goods arrive at Millivolt. Freight costs shall be borne by the customer. § Section 2 (3) shall not apply if the goods delivered by Millivolt are defective.

§ 3 Delivery periods, impossibility of performance, partial deliveries

the dates and deadlines specified by Millivolt are not fixed dates, unless expressly agreed otherwise.
force majeure shall entitle Millivolt to postpone delivery for the duration of the hindrance and a subsequent start-up period. Force majeure shall also include strikes, operational disruptions at Millivolt or its suppliers, unforeseeable events, insofar as Millivolt is not responsible for them.
in the case of customised goods, Millivolt shall be entitled to make production-related excess/short deliveries of up to 10% of the agreed delivery quantity. Millivolt shall be entitled to make partial deliveries and render partial services insofar as these are reasonable for the customer, taking into account the customer’s interests. This shall have no influence on the content of the contract, in particular on the performance owed by Millivolt or on any agreed performance period. The customer shall not incur any additional costs as a result of the partial delivery.

§ 4 Terms of payment, default of payment

payments are due immediately, without deduction.
Millivolt expressly reserves the right to refuse bills of exchange. Acceptance shall only be on account of performance. Discount and bill charges shall be borne by the customer and are due immediately. Bills of exchange shall be accepted without guarantee of correct presentation or protest.
if the customer does not fulfil his payment obligations within 14 days of the due date, he shall be in default without any further request for payment. A payment shall only be deemed to have been made when Millivolt can dispose of the amount. If the payment deadline is exceeded, Millivolt shall be entitled – without prejudice to other rights – to demand default interest in accordance with § 288 BGB in the respective applicable version. Higher damages may also be claimed if proven.
the customer shall only be entitled to set-off if its counterclaims have been legally established, recognised or not disputed by Millivolt. The customer’s right to offset against contractual and other claims arising from the initiation or performance of this contractual relationship shall remain unaffected by this. The customer may only exercise a right of retention if its counterclaim is based on the same contractual relationship.
payments by the customer shall be offset in the order of §§ 366 para. 2, 367 BGB.
if it becomes apparent to Millivolt after conclusion of the contract that its claim for payment is jeopardised by the customer’s inability to pay, it shall be entitled to the rights under § 321 BGB if it is obliged to perform in advance (defence of uncertainty). The defence of uncertainty shall extend to all further outstanding deliveries and services from the business relationship with the customer, insofar as Millivolt is obliged to perform in advance. Millivolt may call in claims from the current business relationship.

§ 5 General limitations of liability

in the event of slightly negligent breaches of duty, liability shall be limited to the average damage foreseeable for the type of goods and typical for the contract. This shall also apply to slightly negligent breaches of duty by Millivolt’s legal representatives or vicarious agents. Millivolt shall not be liable for slightly negligent breaches of insignificant contractual obligations. However, it shall be liable for the breach of legal positions of the customer that are essential to the contract. Material contractual legal positions are those which the contract must grant the customer in accordance with the content and purpose of the contract. Millivolt shall also be liable for the breach of obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may rely. The above limitations of liability do not apply to claims of the customer arising from guarantees and/or product liability. Furthermore, the limitations of liability shall not apply in the event of fraudulent intent, breach of material contractual obligations or physical injury or damage to health or loss of life of the customer attributable to Millivolt.

§ 7 Place of jurisdiction, applicable law

if the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract shall be Göppingen, unless an exclusive place of jurisdiction is given. However, Millivolt shall also be entitled to sue the merchant at the court of its place of residence or registered office. Jurisdiction based on an exclusive place of jurisdiction shall remain unaffected by this.
the relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

B. Special regulations for sales contracts and contracts for the manufacture of fungible goods

§ 1 Reservation of self-delivery

The contract is concluded subject to the reservation that in the event of incorrect or improper self-delivery, Millivolt shall not perform or only partially perform. This shall only apply in the event that Millivolt is not responsible for the non-delivery and has concluded a specific covering transaction with the supplier with due care. Millivolt shall make every reasonable effort to procure the goods. Otherwise, the consideration shall be refunded immediately. In the event of non-availability or only partial availability of the goods, the customer shall be informed immediately.

§ 2 Transfer of risk

the risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the goods are handed over to the customer or his authorised representative or, in the case of sale by dispatch, when the goods are handed over to the forwarding agent, carrier or other person or institution designated to carry out the dispatch.
if the goods cannot be dispatched or accepted on the scheduled date after completion due to circumstances for which the customer is responsible, the risk shall pass to the customer at the time at which the customer receives notification of readiness for dispatch. Storage costs shall be borne by the customer.

§ 3 Retention of title

Millivolt shall retain title to the goods until full payment of all its claims arising from the current business relationship.
in the event of breach of contract by the customer, in particular in the event of default in payment, false information provided by the customer regarding his creditworthiness or if an application for the opening of insolvency proceedings is filed, Millivolt shall be entitled, if necessary after setting a deadline, to withdraw from the contract and demand the return of the goods, provided that the customer has not yet paid the consideration or has not paid it in full.
the customer shall be entitled to sell the goods to third parties in the ordinary course of business. In this case, the customer hereby assigns all claims, including all ancillary rights, which accrue to it from the resale to purchasers or third parties. Millivolt undertakes not to collect the claims as long as the customer duly fulfils its payment obligations. In the event of default of payment, Millivolt may demand that the customer informs Millivolt of the assigned claims and their debtors, provides all information necessary for collection and hands over the associated documents. In this case, Millivolt shall be obliged to inform the debtor of the assignment.
if the items subject to retention of title are installed by the customer or on its behalf as essential components in the property of a third party, the customer hereby assigns its claims against the third party or the party concerned for remuneration in the amount of the invoice or invoice value of the transaction between Millivolt and its customer. This assignment shall include all ancillary rights, including the granting of a security mortgage to the customer. 5.
if the retention of title expires due to combination or processing, Millivolt shall acquire co-ownership in proportion of the invoice value of the transaction between Millivolt and the customer to the value of the finished product. Should the newly created item be resold, the customer shall assign to Millivolt all claims arising from the resale against the customer or third parties up to the value of the service. Section 3 shall otherwise apply. Millivolt accepts the above assignments.
Millivolt undertakes to release the securities to which it is entitled at the customer’s request to the extent that the realisable value of its securities exceeds the claims to be secured by more than 10%; Millivolt shall be responsible for selecting the securities to be released.

§ 4 Claims for defects

the customer is entitled to a statutory warranty right, which is modified in accordance with §§ 5 and 6 of the General Part of these GTC under A. and §§ 4 and 5 of the Special Provisions under B. of these GTC.
Millivolt shall, at its discretion, provide subsequent fulfilment for defects in the delivered contractual items by repair or replacement delivery.
if the subsequent fulfilment fails, the customer shall be entitled – without prejudice to any existing claim for damages – to withdraw from the contract or to reduce the purchase price. As a rule, the customer may reasonably be expected to make at least two attempts to rectify the defect. In the event of only minor defects, the customer shall not be entitled to withdraw from the contract, taking into account the interests of both parties. Instead of damages in lieu of performance, the customer may demand compensation for futile expenses within the scope of § 284 BGB (German Civil Code) which he has incurred and could reasonably have incurred in reliance on receipt of the goods. If the customer chooses compensation instead of performance, the limitations of liability §§ 5 and 6 of the general part of these GTC under A.
the warranty period shall be one year from delivery/handover of the goods. This shall not apply if Millivolt can be accused of gross negligence, nor in the event of physical injury and damage to health attributable to Millivolt and in the event of loss of life of the customer, in the event of a guarantee and in the event of delivery recourse pursuant to Sections 478, 479 BGB. Millivolt’s liability under the Product Liability Act shall remain unaffected by this. Furthermore, the regular limitation period shall apply if Millivolt has fraudulently concealed a defect.
if the customer is a merchant within the meaning of the German Commercial Code (HGB), § 377 HGB shall apply. In all other respects, obvious defects must be notified in writing and at the latest within a period of two weeks from receipt of the goods; hidden defects must be notified in writing within two weeks of their discovery. Timely despatch or notification shall suffice to meet the deadline.
for the purpose of subsequent fulfilment by rectification or subsequent delivery, the customer must return the delivered goods to Millivolt. If the delivered goods are defective, Millivolt shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs. Insofar as the expenses increase due to the fact that the item has subsequently been moved to a location other than the customer’s place of residence or branch office, these increased expense claims of the customer shall be excluded, unless the transfer to another location corresponds to the intended use of the goods.
statutory rights of recourse of the customer, who is held liable for defects of the goods by his own buyer after resale of the new goods, shall only exist vis-à-vis Millivolt insofar as the customer’s buyer asserts the statutory claims for defects.
the warranty for defects does not apply to natural wear and tear or to defects resulting from incorrect or negligent handling, excessive use or similar influences which are not provided for in the contract. The same applies if operating or maintenance rules are not observed or improper changes are made to the deliveries.
only the product description of Millivolt shall be deemed agreed as the quality of the goods. Public statements, promotion or advertising by the manufacturer shall not constitute a contractual quality of the goods. Manufacturer warranties shall remain unaffected by this. The product description does not release the customer from the obligation to check the products for suitability for the intended purpose.
Millivolt does not provide the customer with any guarantees in the legal sense, unless expressly agreed otherwise. Manufacturer warranties remain unaffected by this.

§ 5 Obligations of the customer to inspect in accordance with Section 4 No. 5 of these GTC

if the customer is not a merchant, he is obliged to carry out the following inspections:
a) The customer is obliged to inspect the delivered goods, including any agreed processing, upon receipt with regard to the following points:

Quantity and type of the delivered goods and processing
Damage to the delivered goods and processing
b) Before using the delivered goods, the customer is also obliged to check them and the processing for suitability for the intended purpose.

if the customer is a merchant within the meaning of the German Commercial Code (HGB), § 377 HGB shall apply. Within the scope of the obligations incumbent upon him in this respect, the customer must in particular also fulfil the inspection obligations for non-merchants specified above under paragraph 1.

C. Special regulations for contracts for work
§ 1 Service provision by Millivolt
Millivolt is authorised to use subcontractors in the production of the work.

§ 2 Acceptance

acceptance of Millivolt’s services by the customer shall take place in accordance with the agreements made for this purpose, otherwise or otherwise in accordance with the statutory provisions, § 640 BGB.
within the scope of acceptance, the customer shall be obliged to inspect the goods, including any agreed processing, for any defects. In this respect, the customer is obliged to carry out the following inspections in particular:
a) The customer is obliged to inspect the delivered goods upon receipt with regard to the following points:

Quantity and type of the delivered goods and processing
Damage to the delivered goods and processing
b) Before using the delivered goods, the customer is also obliged to check them and any processing for suitability for the intended purpose.

3. If the customer is in default of acceptance, the agreed remuneration shall become due immediately.

the transfer of risk in the deliveries and services to be provided by Millivolt shall be governed by the statutory provisions.

§ 3 Guarantee

the customer is entitled to a statutory warranty right, which is modified in accordance with §§ 5 and 6 of the General Part of these GTC under A. and the following provisions of these GTC.
the warranty period shall be 12 months beginning with the complete acceptance in accordance with § 2 of the Special Provisions under Section C of these GTC. This shall not apply if Millivolt can be accused of gross negligence, nor in the event of physical injury or damage to health attributable to Millivolt, nor in the event of loss of life of the customer, nor in the event of a guarantee. Millivolt’s liability under the Product Liability Act shall remain unaffected by this. Furthermore, the regular limitation period shall apply if Millivolt has fraudulently concealed a defect.
for the purpose of subsequent fulfilment by rectification or subsequent delivery, the customer must return the delivered goods to Millivolt. If the delivered goods are defective, Millivolt shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs. Insofar as the expenses increase due to the fact that the item has subsequently been moved to a location other than the customer’s place of residence or branch office, these increased expense claims of the customer shall be excluded, unless the transfer to another location corresponds to the intended use of the goods.
the warranty for defects does not apply to natural wear and tear or to defects resulting from incorrect or negligent handling, excessive use or similar influences which are not provided for in the contract. The same applies if operating or maintenance rules are not observed or improper changes are made to the deliveries.
only the Millivolt product description shall be deemed agreed as the quality of the goods. Public statements, promotion or advertising by the manufacturer shall not constitute any additional contractual quality of the goods. Manufacturer’s warranties remain unaffected by this. The product description does not release the customer from the obligation to check the products for suitability for the intended purpose.
Millivolt does not provide the customer with any guarantees in the legal sense, unless expressly agreed otherwise. Manufacturer warranties remain unaffected by this.

Stand: Juli 2019

„This translation is not legally binding and a working translation only. Legally binding andrelevant, particularly in case of any discrepancies, is solely the German text.“

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