AGB
General Terms and Conditions of China Circuit Technology (Europe) GmbH
Last update January 2025
(This is a translation of the German version. In cases of doubt, the German version shall prevail.)
1. Scope of application
1.1 China Circuit Technology (Europe) GmbH (hereinafter "CCTC”) provides all goods and services solely in accordance with the following General Terms and Conditions. Any deviating terms and conditions of the customer shall apply only if CCTC expressly and in writing consents to such terms and conditions.
1.2 The following terms and conditions shall apply to business owners and merchants, if the contract is used within a commerce, legal entities or special funds under public law.
1.3 All information stated on websites, in brochures, advertisements and non-binding offers shall constitute an invitation to the customer to submit a binding order. An order shall be accepted by written confirmation of order or by delivery of goods or by rendering of services by CCTC.
1.4 CCTC shall remain entitled to all the rights, particularly proprietary rights and copyrights, as well as the right of utilization, duplication and distribution, with respect to any specifications, plans, drawings, other documentation or material submitted in connection with the bid. Whether and to what degree the customer acquires proprietary rights and rights of use or publication with respect thereto depends on any contractual agreement that he may enter into.
1.5 Execution of orders following receipt of customer documents to be submitted shall be subject to the approval of such documents by CCTC.
1.6 Agreements entered into shall bind the customer to accept and pay for goods and services ordered.
2. Pricing, payment, set-off
2.1 The price agreed upon shall prevail. Unless stated otherwise, the prices shall be deemed net prices plus statutory value added tax. Packaging, shipping and insurance costs as well as any other ancillary costs shall be remunerated separately.
2.2 As for goods or services that are not to be supplied within four months of entering into an agreement, CCTC shall be entitled to adjust the price in the intervening time period due to increases in wages or material costs. The same shall apply, independent of the period in which goods or services shall be supplied, to goods and services that are supplied or rendered as part of a recurring obligation. If CCTC has agreed on prices contingent on certain pricing factors, such as prices for raw material, with customers, changes in such price factors may result in corresponding price adjustments independent of the period for delivery and performance.
2.3 Unless other agreements have been made payments are due net within 30 days of invoice date. However, CCTC may arrange with the customer for instalment payments or prepayment if there has been no prior business relationship with such customer, shipments are made abroad, the customer's place of business is abroad, or if there are any other reasons that give rise to doubts as to the customer's timely payment upon delivery. Payment shall be deemed effected on such date as CCTC attains control over the amount owed. In the case of payment by cheque, payment shall be deemed effected if the cheque is cleared and credited to CCTC within a reasonable period of time.
2.4 In the event of default, CCTC shall be entitled to charge late-payment interest pursuant to s. 288 BGB. Its right to assert claims for further damages, particularly as concerns higher interest rates, on other legal grounds shall remain intact.
2.5 If, upon entering into a contract, the asset situation of the customer deteriorates substantially or if such deterioration becomes noticeable upon entering into a contract, thus putting at risk CCTC's claims for payment, CCTC shall be entitled to suspend the further execution of the contract until the customer provides consideration or offers proper security. If the customer defaults on payments, all claims against him, regardless of whether they have been invoiced or not, will fall due immediately unless the default was not his fault.
2.6 Payments of the customer will always be set off against receivables
already due, as per sections 366, para. 2, 367 BGB, unless the customer makes other dispositions. The customer shall not be entitled to set off payment against any claims other than claims that are uncontested or confirmed by declaratory judgment.
3. Schedule and deadlines
3.1 In the absence of any agreement to the contrary, deliveries to be made by CCTC shall be obligations to deliver goods; they shall be deemed fulfilled at the time that the goods are handed to the shipper at the place of business or at a warehouse of CCTC.
3.2 Commencement of the delivery and completion periods agreed upon and/or compliance with the deadlines and schedule agreed upon shall be subject to the necessary details having been clarified in advance. This shall apply, in particular, to the customer's duties to cooperate. In the event of non-compliance with the schedule agreed upon, the customer shall grant CCTC a reasonable grace period for providing the goods and/or services thus owed. Grace periods shall be set out in writing.
3.3 In any cases of force majeure, industrial action and similar circumstances beyond the control of CCTC, the performance period of CCTC shall be extended by the duration of such events. If such events last longer than three months, either party may withdraw from the contract. Any effectively created and statutory rights of rescission shall remain intact. CCTC shall not be liable for delays in performance due to events beyond the control of CCTC and shall not be liable for any expenditure or damage resulting therefrom.
3.4 Subsequent modifications or additions to the contract introduced by the customer and agreed between him and CCTC shall cause schedules and deadlines already agreed upon to be extended accordingly. Preparations for deliveries including notices of imminent shipping as well as the organization of other agreed measures to fulfil the contract shall be carried out, as a matter of principle, on business days during customary business hours.
3.5 CCTC shall be entitled to make reasonable partial deliveries or render partial services. Early deliveries of goods or performance of services shall be permitted in the absence of express provisions to the contrary.
3.6 If the customer defaults in acceptance, CCTC may demand reimbursement for customary storage costs as well as reimbursement for any other additional expenses in connection with the storage and maintenance of the item(s) to be delivered. In addition, the risk for any accidental loss or accidental deterioration of the goods shall pass to the customer at the time that he fails to accept delivery. If the default in acceptance also constitutes a debtor's default at the same time, CCTC shall be entitled to compensation for any damage caused to it as a result. Further statutory claims of CCTC shall remain intact.
3.7 If CCTC fails to deliver, CCTC shall be liable to such extent as is provided for under No. 7 of this General Terms and Conditions.
4. Retention of title, rescission
4.1 CCTC shall retain title to all goods until such time as payment has been fully provided. If the goods and/or services supplied by CCTC include software, a revocable license for such software will be granted until the payment is fully provided.
4.2 Prior to the complete passing of title, the item(s) shall not be pledged, transferred as security, processed or modified without the expressed consent of CCTC. The customer shall notify CCTC immediately if any third person asserts claims to the goods.
4.3 In the event of conduct by the customer that contravenes the contract, particularly in the event of default in payment, CCTC shall be entitled, within the scope of the law, to rescind the contract, demand the return of the privileged property and use it for other purposes. In the event of rescission CCTC shall be entitled to withdraw from the customer the revocable license for software under No. 4.1.
4.4 The customer shall be entitled to sell the goods in the ordinary course of business; he shall, however, herewith assign to CCTC all claims against his customers or a third party in the amount of the final amount charged to him by CCTC (including value added tax) that may arise for him from his sales. The customer may collect on such claims even after the assignment. The right of CCTC to collect on such claims shall remain intact. However, CCTC shall undertake not to collect on claims as long as the customer continues to meet his payment obligations from his receipts and does not default in payment and provided that no insolvency proceedings have been instigated and that there is no inability of payment. But if this is the case, CCTC may demand that the customer disclose the claims assigned and their debtors, hand over to CCTC all necessary information concerning collection and notify his debtors of such assignment.
4.5 Where a consignment warehouse exists, the customer is entitled, within the framework of his day-to-day transactions, to remove stock from the consignment warehouse as part of a further processing of the stock. The customer commits to a so-called “first in-first out” - transaction when removing stock; i.e. initially processed goods are to be removed first. The customer will keep track of the consignment stock via an inventory list and will conduct a proper inventory at the end of each calendar year. The result of this inventory, the stock levels and here especially the date of arrival of the goods, will be notified to CCTC without delay. Missing goods in the inventory at the time of the check are to be counted as goods removed from the consignment warehouse by the customer.
4.6 The customer will store the consignment stock separately from his own stock or the property of third parties. Wherever possible, the stock is to be kept in a locked room inside of the warehouse. In any case, the stock has to be distinctly labelled property of CCTC and has to be stored in a separate area within the warehouse of the customer, which has been reserved for consignment stock. The customer will inform CCTC without delay of any actions or impending actions by third parties which may lead to a damage of the consignment stock; this also includes theft, creditor claims or claims by a liquidator respectively other compulsory expropriation.
4.7 In case the property of CCTC that had been delivered under reservation of proprietary rights becomes null and void through assembly, e.g. built in, CCTC will become the owner of the (shared) property of the customer as a part of the overall property in proportion to the invoice value of the goods and will be stored free of charge by the customer.
4.8 CCTC commits to release the securities if so required by the customer, if the realized value of the securities is more than 10% higher than the expected claim.
5. Duties of the customer to cooperate
5.1 In case the provision of agreed upon goods and services, requires participation by the customer, the customer has to ensure that CCTC receives all necessary information and data in time and in the right quality.
5.2 In case of a consignment warehouse, the customer will ensure the provision of sufficient premises for the consignment warehouse free of charge. These premises have to be suitable from a size, humidity, cleanliness and security perspective to ensure the storage of the goods for an unforeseeable time, without endangering the quality or general condition of the goods, regardless of the length of storage. The customer will store and administer the goods in a due diligence manner; s. 690 BGB is not applicable. The customer will at his own costs and account insure the goods against all typical risks of storage, in particular fire, theft, damage, sinking and any other potential deterioration of the goods.
5.3 In case the customer does not abide to his compulsory participation in full, partially or in time, CCTC’s performance period will be extended accordingly until the customer meets his compulsory participation. Furthermore, the customer is obliged to reimburse CCTC for any damage or costs incurred, unless the customer cannot be held responsible due to adherence to due diligence.
6. Rights of complaint
6.1 The condition of the goods and their intended use by the customer, that go beyond the usual and ordinary use or out of context of the contractual agreement or require a condition of the goods, that deviates from the usual ordinary use, particularly safety related application, e.g. application in aviation, space or automotive, these application areas have to be agreed upon in writing.
6.2 Claims for warranty defects made by the customer towards CCTC are subject to the following legal terms and conditions governed by statutory provisions
6.3 The customer is obliged to examine the goods immediately after arrival; this is also applicable for deliveries to a consignment warehouse. Any defects or other claims, also from a quantitative side, are to be notified to CCTC without delay. If CCTC does not receive any claims within 10 days after arrival of the goods, the goods are considered approved by the customer and without defect; this applies to any defects that can be detected upon arrival in warehouse. If defects are found that could not be detected post arrival in warehouse, these will have to be notified immediately to CCTC post their discovery; otherwise the goods are considered approved within 10 days post detection of such defects. The obligation of inspection, notification and rejection according to s. 377 HGB remains untouched by this.
6.4 The customer has to adhere to the recommendations made by CCTC or the manufacturer with regard to storage, operation and maintenance. Modifications need to be authorized, replacement parts and other materials need to be exchanged by a skilled operator and have to correspond with the stated specifications. In case the customer does not abide to these terms and conditions and in case this results in direct or indirect defects, CCTC cannot be held responsible.
6.5 In case of a defect claim, the customer must inform CCTC about the claim in writing and with the needed degree of detail and can be asked to provide the defect goods or parts thereof for examination and replacement to CCTC.
6.6 In case of a defect, the customer has to allow for an acceptable deadline for replacement by CCTC. CCTC reserves the right to either repair the goods or replace them. In case neither repair nor replacement can be effected or are unacceptable for the customer, the customer has the right to cancel the contract or reduce the purchase price. Cancellation is not possible if the defect can be considered minor.
6.7 Warranty claims shall be subject, from the time the risk is passed, to a limitation period of 12 months. Work performed shall be subject, from the time of acceptance, to a period of 12 months. The aforementioned limitation periods shall not apply to recourse claims in the case of fraudulently concealed defects as well as to claims for damages under 7.3 to 7.6, which shall be subject to statutory limitation periods.
6.8 Separate guarantees of CCTC shall not be affected by the aforementioned warranty provisions.
6.9 Parts replaced in the course of subsequent improvement or subsequent delivery shall pass into the property of CCTC and shall be returned by the customer at the request and expense of CCTC.
6.10 If it is determined that CCTC provides services due to defects alleged by the customer, without there actually being a case for warranty, the customer shall reimburse CCTC for the resulting expenditure unless the customer is not responsible for such allegation of defect. 6.11 Claims for damages related to warranty issues shall also be subject to the provisions under No. 7 of this general Terms and Conditions.
7. Liability
7.1 CCTC shall not be liable for damage for which CCTC is not responsible, particularly damage that is caused by the improper use or handling of the products. The customer shall comply with the recommendations of CCTC and/or the manufacturer regarding operation, storage and maintenance, shall make only authorized changes, shall change replacement parts in a proper and expert manner and shall use only consumables that comply with the relevant specifications. Both prior to and after receiving goods and services from CCTC, the customer shall back up the data on his computer systems at sufficiently regular intervals. CCTC shall not accept any liability for damages caused by or resulting from the customer's breach of the aforementioned obligations.
7.2 Regardless of the legal grounds, CCTC shall not be liable for direct or indirect damages caused by minor negligence on the part of CCTC or its vicarious agents.
7.3 The qualification under No. 7.2 shall not be applicable if CCTC or its vicarious agents violate a substantial contractual duty. In such case, however, the liability of CCTC shall be limited to typical damages and damages foreseeable at the time the contract is entered into.
7.4 The qualification under No. 7.2 shall not be applicable to breaches of obligations of CCTC or its vicarious agents that result in injury to life, limb or body.
7.5 The qualification under No. 7.2 shall not be applicable to mandatory liability provisions under the law, such as the (German) Product Liability Act.
7.6 CCTC shall have unlimited liability for breaches caused by gross or intentional negligence.
7.7 The statutory limitation periods shall apply unless shorter limitation periods are agreed.
7.8 The aforementioned liability limitations shall also apply in favor of bodies, employees and vicarious agents of CCTC regarding any personal liability.
8. Property rights
8.1 All property rights, especially copyrights or industrial property rights like patents, brands or (registered designs) as well as rights to inventions and know-how, remain exclusively with CCTC or the respective owner of the right.
8.2 If a third party brings a claim that is in conflict with the granted license of the customer, the customer shall notify CCTC thereof in writing immediately. The customer shall not acknowledge any claims of a third party without the consent of CCTC. CCTC will examine claims of third parties.
9. Data protection, confidentiality
9.1 The customer is instructed by CCTC that the data collected in the course of entering into the contract may be collected, processed and used by CCTC in accordance with the provisions of Germany´s Federal Data Protection Act (BDSG) for the purpose of fulfilling its obligations under the contracts entered into with the customer. Such data may also be transmitted to affiliated companies of CCTC or vicarious agents for the purpose of fulfilling the contract and for credit investigations.
9.2 The contracting parties undertake to keep confidential any and all commercial and technical information of the respective other party that they obtain or learn in the course of executing the contract provided that the respective other party has not disclosed such information publicly.
10. Jurisdiction, place of performance, applicable law
10.1 Jurisdiction over any legal disputes shall lie with the competent court at the business domicile of CCTC. However, CCTC may also bring legal action against the customer before a court in the customer's general jurisdiction.
10.2 The place of performance for deliveries and payments shall be the business domicile of CCTC.
10.3 The contract shall be governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980 shall be excluded.