General Terms and Conditions for the Sale of Products
These General Terms and Conditions for the Sale of Products (the “GTC”) apply to any agreement regarding the sale of products by Stäubli Electrical Connectors Essen GmbH, Westendstraße 10, 45143 Essen, Germany (“Stäubli”) to Customer (“Customer”).
1. Definitions
Capitalized terms shall have the meanings set forth below:
1.1. “Confidential Information” means all information disclosed by either Party in connection with the GTC and Contract concerning the business, affairs, the Products, services, research and technologies of the disclosing Party and/or its customers that is not publicly available at the time it is disclosed to, or learned by the receiving Party. To the extent disclosed in connection with the Contract, Confidential Information includes but without limitation to specifications; data; know-how; formulas; compositions; processes; designs; prints; sketches; photographs; samples; prototypes; test vehicles; inventions; concepts; ideas; past, current and planned research and development; past, current and planned manufacturing or distribution methods and processes; the identity of or other information about actual or potential customers, customer contacts and customer sales strategies; market studies, penetration data and other market information; sales and marketing plans, programs and strategies; sales, costs and other financial data; sources of supply for the Products, raw materials, and components; descriptions of plants and production equipment; price lists; business plans; financial reports and statements; computer software and programs (including object code and source code); databases; internal reports, memoranda, notes, analyses, compilations, studies and other data, information, materials or intangible asset that relate to the disclosing Party’s business and/or Products. Confidential Information also includes any materials or information that contains or is based on any other Confidential Information, whether prepared by the disclosing Party, the receiving Party or any other person.
1.2. “Contract” means the agreement between Stäubli and Customer which is formed in accordance with Section 3 of these GTC; for the sale, design, development, manufacturing and/or provision of the Products, incorporating these GTC, together with any relevant order confirmation.
1.3. “Customer” means the individual or entity set forth in the applicable order confirmation.
1.4. “Intellectual Property Rights” means any and all intellectual property rights arising under statutory law, common law or by contract including without limitation (i) patents, trademarks, design rights, copyrights, rights in databases, domain names, know-how, look and feel, rights in Confidential Information; (ii) any rights analogous to the foregoing; (iii) application filing, renewal and extensions of the foregoing.
1.5. “Parties” means Stäubli and Customer.
1.6. “Party” means either Stäubli or Customer as the case may be.
1.7. “Products” [Test & Measurement equipment, HF Probes, Cable, Medical Connectors].
2. Scope of Application
2.1. The legal relationship between Stäubli and Customer shall be governed exclusively by these GTC. Any terms to the contrary are hereby expressly excluded.
2.2. These GTC apply exclusively to ‘entrepreneurs’ within the meaning of Section 14(1) of the German Civil Code (BGB) who wish to purchase Products from Stäubli within the scope of their business activities.
2.3. These GTC shall govern and form an integral part of the Contract entered into between Stäubli and Customer for the sale of Products by Stäubli.
2.4. Customer acknowledges and agrees to be bound by, and comply with, all (a) terms and conditions contained herein; and (b) all of the foregoing as the same may be amended by Stäubli from time to time. Customer shall have accepted each and
every one of these terms and conditions when it accepts any Products ordered. Any terms set forth by Customer are rejected in whole, unless explicitly accepted in a writing specifically accepting such terms and signed by Stäubli.
3. Offer and Conclusion of Contract
3.1. The offers on the Stäubli website, brochures and catalogs are non-binding, subject to change and merely constitute an invitation to Customer to make an offer (invitatio ad offerendum).
3.2. By placing an order, Customer submits a binding offer to purchase the Products, and such an offer is subject to acceptance by Stäubli.
3.3. An order shall be considered accepted by Stäubli and a Contract shall be effected, only upon the issuance of an order confirmation (Auftragsbestätigung) by Stäubli within seven (7) business days.
3.4. In the event, that Stäubli directly sends a binding offer to Customer, such offer shall have a validity period of one (1) month, unless expressly stated otherwise.
3.5. Customer acknowledges that the illustrations on the Stäubli website, brochures and catalogs may not reflect the Products accurately. Images are for illustrative purposes only and may differ from the Product. Technical data, weight, dimension and performance descriptions are detailed as precisely as possible but may have certain variations. Deviations from the characteristics described herein do not constitute defects in the Products.
3.6. Customer acknowledges that in the case of custom-made products, Stäubli reserves the right to make technical and/or design deviations from descriptions and information. The same applies in the event of deviations in material, dimensions, weight, color, structure, construction and/or model type (these are only approximate values) caused by the manufacturer or the upstream supplier, as well as printing errors. Such reasonable deviations do not constitute defects in the Products supplied by Stäubli.
4. Scope of Products
4.1. Stäubli shall provide Customer with the Products specifically set forth in the relevant order confirmation.
4.2. Customer acknowledges and agrees that the Contract does not constitute an exclusive agreement between Customer and Stäubli. Accordingly, Stäubli may provide such Products to customers other than Customer.
5. Cancellations/Modifications
5.1. Once Customer has placed an order, Customer may not cancel it unless Stäubli consents in writing and Customer pays any applicable cancellation charges.
5.2. Customer may not change orders in progress, except with Stäubli’s written consent and agreement as to appropriate adjustments to be made and the effect, if any, of such changes on the price and time of delivery, provided that when Customer requires expedited service involving overtime, overtime charges will be added at Stäubli’s sole discretion to the price specified on the face thereof or in an attached schedule.
6. Customer's Obligations
6.1. Customer shall:
6.1.1. co-operate with Stäubli in all matters relating to the Contract; and
6.1.2. provide Stäubli with such information and materials as Stäubli may reasonably require in relation to the Contract and ensure that such information is complete and accurate in all material respects.
6.2. If Stäubli's performance of any of its obligations is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, Stäubli shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from Stäubli's failure or delay to perform any of its obligations; and (b) Customer shall reimburse Stäubli
on written demand for any costs or losses sustained or incurred by Stäubli arising directly or indirectly from Customer Default.
7. Delivery
7.1. Delivery dates are approximate and dependent upon (i) prompt receipt by Stäubli from Customer of all information necessary to permit Stäubli to proceed with the delivery immediately and without interruption; (ii) Customer’s compliance with all terms and obligations of the order, including payment terms and continued solvency.
7.2. Any modification of an order in the process of being executed, in accordance with Section 5 of these GTC, if accepted by Stäubli, shall lead to an extension of the agreed delivery period as shall be indicated by Stäubli to Customer.
7.3. Stäubli shall deliver Products by way of the most cost-effective shipping method. Any expenses related to alternative transportation methods or express delivery will be the sole responsibility of Customer.
7.4. Customer agrees that for custom-made products, the number of units delivered by Stäubli may deviate by up to 10% (either more or less) from the ordered number of units, and no adjustment will be made to the invoiced price per unit.
7.5. Unless otherwise specified in writing, Stäubli shall deliver the Products Ex Works Stäubli premises (Incoterms 2020).
7.6. In the event that Customer fails to retrieve the Products from Stäubli premises or declines to accept the Products, within a period of fourteen-days, Stäubli reserves the right to store the Products at Customer's cost and risk. Stäubli may also request reimbursement for freight and handling expenses. If the delay in the retrieval of the Products exceeds fourteen-days from the date of Customer being notified of their availability, Stäubli retains the right to terminate the Contract, sell the Products anew, and seek compensation for the difference between the originally agreed price with Customer and the resale price.
7.7. Partial deliveries shall be permitted.
7.8. In the event Customer requests an extension of the delivery date and Stäubli, in its sole discretion, agrees to extend such date, Stäubli may upon written notice place such Products in storage either at a Stäubli operated facility or at another location. In such events, (1) all costs incurred by Stäubli in connection with such storage, including, without limitation, costs of preparing such Products for storage, placement into storage, handling, storage/demurrage, inspection, preservation and insurance (or if storage shall be at a Stäubli operated facility, reasonable storage costs not to exceed five percent of the total price of the Products being stored for each month of storage), shall be due and payable by Customer upon receipt by Customer of Stäubli's invoices, and (2) Stäubli's delivery obligations shall be deemed fulfilled and title and risk of loss to the Products shall pass to Customer, if it has not already passed, and (3) when conditions permit and upon payment of all amounts due hereunder, the Parties shall arrange for shipment in accordance with delivery terms of the order confirmation.
7.9. Immediately upon receipt of Products, Customer shall inspect whether the Products correspond to the ordered number of units and type and whether there is any externally recognizable transport damage or externally recognizable defects. If a defect becomes apparent during such inspection, Customer shall promptly notify Stäubli. Failure to provide such notification shall result in the Products being deemed accepted by Customer unless the defect was not reasonably detectable during the inspection. Subsequently discovered defects must also be promptly reported to Stäubli; otherwise, the Products shall be deemed to be accepted by Customer with respect to the discovered defect.
8. Title Transfer
Title in and to the Products shall be transferred to Customer upon full and timely payment of any and all invoices issued under the applicable order confirmation.
9. Price, Payment and Packaging
9.1. All prices listed in the respective order confirmation, are net prices and quoted ex works (Incoterms 2020), exclusive of any packaging and installation. The minimum net order value is EUR 500. For orders that fall under the minimum order value, Stäubli reserves the right to increase net price for the Products to EUR 500.
9.2. Customer agrees to pay Stäubli in respect of the Products to be provided hereunder the price set forth or determined in the applicable order confirmation.
9.3. Unless expressly otherwise agreed in writing, all payment shall be made within 30 days upon issuance of the invoice.
9.4. All prices are quoted and payable in Euros. In case a down payment from Customer has been agreed on, no interest shall accrue thereon.
9.5. The prices are exclusive of all applicable sales, VAT or other taxes or duties and Customer shall pay all such duties and taxes.
9.6. If Customer fails to make the payment of the whole or the part of the invoice due, within 30 days of issuance of invoice, Stäubli shall be authorized to suspend any remaining shipments and, after the giving of formal notice, to cancel the order by virtue of Customer’s fault, in accordance with Section 16 of these GTC.
9.7. Any payment not received from Customer by the due date shall accrue interest (except with respect to charges then under reasonable and good faith dispute), of nine (9) percent points above the base interest rate published by the German Federal Bank from the date such payment is due until the date paid. Any debt collection costs including all legal and attorney cost that Stäubli may incur for the collection of any amount due shall be borne by the defaulting Customer.
9.8. If, at any time and at the sole discretion of Stäubli, it is deemed that Customer's capacity to settle invoices promptly is compromised, Stäubli reserves the right to request guarantees and/or specific payment terms. Additionally, Stäubli retains the right to suspend the execution of outstanding orders.
9.9. Stäubli shall be responsible for packaging the Products for transportation. Stäubli shall ensure that the packaging aligns with industry-standards and is executed in a manner that ensures optimal conditions for the transportation of the Products.
10. Customs
Unless otherwise agreed by both Parties, each Party shall respectively be responsible for all customs arising out of its transactions.
11. Brochures, Technical Information and Documentation
11.1. In accordance with Section 3 of these GTC, information and characteristics presented in any Stäubli catalogue, brochure, technical or specification sheets, assembly instructions, or other documentation are for informational purposes only and shall not be construed as binding offers under any circumstances.
11.2. Upon delivery of the Products, Stäubli shall provide, at no additional charge, all necessary documentation, including manuals, reports, operational instructions, specifications, and program/system documentation, essential for the use, maintenance, and operation of the Products.
12. Warranty
12.1. Subject to Section 7.9 of these GTC, products delivered may be rejected by Customer and returned, if found to be defective, deficient or non-conforming with the Product specifications set out in the relevant order confirmation, during the warranty period of twelve (12) months.
12.2. The warranty period shall commence upon the date of invoicing for the respective Products.
12.3. During the warranty period Stäubli, at its sole option, shall at its own cost, repair the Products or replace them with new Products that are free from defects. Repair and replacement shall be carried out without undue delay upon demand.
12.4. Except for the warranty of the technical characteristics and specifications of the Products pursuant to the relevant order confirmation, Stäubli does not warrant any performance or result of the Product in connection or combination with
other products or when installed or fixed on a panel or when being part of a system.
12.5. The Stäubli warranty is applicable solely to Products delivered by Stäubli and is applicable exclusively to customers of Stäubli. It does not extend to any third-party purchasers.
12.6. In order to invoke the warranty, Customer must notify Stäubli, in writing and within the above-stated warranty period, of the defects allegedly found in the Products and provide proof thereof.
12.7. Customer must facilitate the assessment of these defects.
12.8. The warranty provided by Stäubli shall not cover any defects resulting from:
12.8.1. any assembly or installation or use of the Products that does not comply with the instructions or specifications issued by Stäubli (documentation, operating and assembly instructions, special recommendations, etc.) or professional standards,
12.8.2. abnormal use of the Products, defective or unsuitable maintenance, negligence or any use other than the use for which the Products were intended,
12.8.3. materials supplied (or design imposed) by Customer, or from servicing or maintenance performed on the Products by third parties not expressly authorized by Stäubli;
12.8.4. acts of God or force majeure as well as defects and consequences thereof resulting from normal wear and tear of the Product; or
12.8.5. a non-Stäubli product being used, assembled with or integrated into a Stäubli Product (unless so expressly agreed by Stäubli).
12.9. Customer shall not, without the prior written consent of Stäubli, carry out any repair or removal of the Product.
12.10. Repairs or replacements conducted under the warranty terms shall not prolong the original warranty period. Customer shall send back to Stäubli, any parts replaced within the warranty period which shall be considered property of Stäubli.
13. Limitation of Liability
13.1. Stäubli shall be liable under the terms of these GTC only in accordance with the provisions set out below. Stäubli’s liability shall be unlimited for:
13.1.1. loss or damage caused intentionally or by the gross negligence of Stäubli, its directors or its officers or intentionally by its other vicarious agents;
13.1.2. loss or damage from acts causing death, bodily injury or illness.
13.2. It is expressly agreed between Customer and Stäubli that any claim of compensation for any loss arising out of damage to Customer’s professional goods and services and based on liability for defective Products is excluded.
13.3. It is expressly agreed between Customer and Stäubli, that any claim for lost profits or any other indirect damages to Customer, is excluded.
13.4. Subject to Section 13.1 of these GTC, Stäubli’s liability shall in no case exceed the net invoice price of the Products at issue.
13.5. Subject to Sections 13.1 - 13.3 above, any other liability of Stäubli is expressly excluded.
13.6. Any exclusion or limitation of liability in favor of Stäubli pursuant to Sections 13.1 - 13.5 above, applies for the benefit of Stäubli’s employees if Customer seeks redress directly against any of Stäubli’s employees.
14. Indemnification
14.1. Cross-Indemnity Claims. Stäubli and Customer (each an “Indemnifying Party”) will indemnify, defend and hold harmless the other Party, its directors, officers, employees, affiliates and agents (“Indemnified Party(ies)”) from all claims, damages, liabilities, costs and expenses, including actual, out-of-pocket reasonable attorneys' fees and expenses, relating to:
14.1.1. the death or personal injury of third parties, including invitees or employees of the Indemnified Party, in any way resulting from the negligent or willful acts or omissions of the Indemnifying Party or any of its employees, consultants, subcontractors, agents and/or representatives;
14.1.2. the damage or destruction of real or tangible personal property of the Indemnified Party or third parties, including invitees or employees of the Indemnified Party, in any way resulting from the negligent or willful acts or omissions of the Indemnifying Party or its employees, consultants, subcontractors, agents and/or representatives;
14.1.3. the Products provided by the Indemnifying Party to the Indemnified Party if the Products infringe upon or misappropriate the proprietary rights of any third party (except as may have been caused by a change by the Indemnified Party or its employees, consultants, subcontractors, agents and/or representatives in the operation or use of such Product without authorization or consent of the Indemnifying Party).
15. Excusable Delays (Force Majeure)
Neither Party shall be liable to the other, in case of delays or failures in performance resulting from acts beyond its reasonable control and without its fault or negligence. Such excusable delays or failures may be caused by, among other things, war (including preparation period), pandemics, riots, rebellions, accidental explosions, floods, storms, acts of God and similar occurrences. The performance of such act shall be immediately continued once the force majeure event ceases. Stäubli shall not be liable for any damages caused solely by a force majeure event.
16. Termination
16.1. Termination by Material Default
16.1.1. If a Party commits a material default of any of its undertakings under the GTCs or the order confirmation, the other Party shall notify the Party in default of the default in writing, stating a reasonable time, within which the Party in default shall remedy said default.
16.1.2. Should the occurred default remain unremedied after the expiry of the reasonable period stated in the above-mentioned notice, the other Party is entitled to terminate the Contract by giving written notice of termination to the Party in default, the date of such written notice being the termination date.
16.2. Termination by Specific Defaults
A Party shall have the right at any time by giving notice in writing to the other Party to terminate the Contract forthwith if:
16.2.1. a bankruptcy or composition procedure is initiated against the other Party, or a receiver is appointed to control the assets of the other Party, or a winding up order is made against the other Party; or
16.2.2. the financial position of the other Party deteriorates to such an extent that in the opinion of the Party the capability of the other Party to adequately fulfil its obligations under the Contract has been jeopardized.
17. Confidentiality
17.1. The Parties acknowledge that Confidential Information may be mutually disclosed.
17.2. The Parties agree that Confidential Information shall be used only for the sole purpose of discussions or implementation of the Contract and shall not disclose such Confidential Information, whether directly or indirectly, to any third-party without prior written approval of the other Party.
17.3. Such restrictions on the use or disclosure of such Confidential Information shall not apply to such information which:
17.3.1. prior to the receiving Party’s receipt thereof was publicly available or in the receiving Party’s possession from a source other than the disclosing Party, or
17.3.2. after the receiving Party’s receipt thereof becomes publicly available other than as a consequence of a breach of the receiving Party’s obligations hereunder, or
17.3.3. is independently developed by the receiving Party and such independent development can be proved without doubt, or
17.3.4. is required to be disclosed pursuant to statutory regulations or regulations under administrative law or by reason of an unappeasable judicial decision, and the receiving Party makes this requirement known to the disclosing Party without undue delay and the extent of the disclosure is restricted as far as possible; the receiving Party will ensure confidential handling of the Confidential Information by the court or the authorities to the best of its ability.
17.4. Each Party agrees to exercise reasonable care in protecting the Confidential Information to prevent the disclosure of such Confidential Information to outside parties.
17.5. Notwithstanding the foregoing, Customer may disclose Stäubli’s Confidential Information to the extent necessary for Customer to use Products in the manufacture, use or sale of Customer’s products, provided Customer uses reasonable efforts by contract or otherwise with third parties to preserve confidentiality of such information.
18. Intellectual Property
Customer agrees that the Products, contain proprietary information and material that is owned by Stäubli and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Customer agrees not to use such proprietary information or materials in any way whatsoever except for use of the Products in compliance with these GTC and the applicable order confirmation.
19. Relationship of the Parties
Stäubli and Customer are independent contracting Parties. Nothing in these GTC shall make either Party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
20. Assignment
20.1. Unless expressly permitted herein, Customer shall not assign any of its obligations under the Contract without the prior written consent of Stäubli. Stäubli shall be entitled to assign its rights and obligations.
20.2. To the extent that Stäubli assigns to third parties any of its obligations, Stäubli shall remain fully responsible for such obligations and for all acts or omissions of its assignees or agents.
21. Notices
21.1. Any notice, request, waiver, consent or approval shall be in writing in English and shall be sent to the address of the recipient set out in the order confirmation, or such other address as the recipient may designate by notice given in accordance with this clause. Any such notice, request, waiver, consent or approval may be delivered by hand or by prepaid registered post or facsimile or by e-mail transmission, and shall be deemed to have been duly given or made when:
21.1.1. by hand delivery - at the time of delivery;
21.1.2. by registered post with acknowledgment of receipt - at the time of receipt;
21.1.3. by email - on the next business day after dispatch.
21.2. The Parties shall notify the other of any change of address or facsimile numbers within three (3) business days of such change.
22. Entire Agreement
These GTC together with the relevant order confirmation, together with all addenda, schedules, and exhibits constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings between the Parties relating to the subject matter hereof.
23. Written Form
Any modification of these GTC shall be valid only if in writing and signed by the Parties. A contractual waiver of this clause must also be in writing and signed by the Parties.
24. Governing Law
These GTC and any order confirmation along with any dispute arising out of or in connection with these GTC and order confirmation, shall be governed exclusively by German law excluding the UN Sales Convention.
25. Dispute Resolution and Jurisdiction
25.1. The Parties will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations. A Party must submit a written notice to the other Party and any such dispute that cannot be resolved within forty-five (45) calendar days of receipt of such notice (or such other period to which the Parties may agree) may be submitted to the courts of Essen, Germany.
25.2. Any and all disputes, claims or litigation arising from or related in any way to these GTC and/or the order confirmation, including its formation, shall be exclusively submitted to and resolved by the courts of Essen, Germany.
26. Severability
If any provision of these GTC should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these GTC shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the invalid, ineffective or unenforceable provision as regards subject-matter, extent, time, place and scope. The aforesaid shall apply mutatis mutandis to any gap in these GTC.