General Terms and Conditions

§ 1 Scope — B2B only

These terms apply to all contracts between Voltaris GmbH and its customers. Sales are made exclusively to entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law or special funds under public law. No sales to consumers (§ 13 BGB).

§ 2 Registration and price access

Prices are only displayed after registration and successful verification of business status. There is no entitlement to approval.

§ 3 Conclusion of contract

Product listings do not constitute a binding offer. By submitting an order the customer makes a binding offer. The contract is concluded upon our order confirmation.

§ 4 Prices and payment

All prices are net plus statutory VAT. Payment is made by SEPA direct debit or bank transfer based on invoices (deposit and final invoice). The reverse-charge mechanism applies to EU customers with a valid VAT ID.

§ 5 Payment terms, default and set-off

Invoices are due for payment without deduction within 14 days of the invoice date unless otherwise agreed in text form. Timeliness is determined by receipt of funds in our account.

In the event of default, the customer owes default interest of nine percentage points above the base rate plus a flat fee of 40 euros pursuant to § 288(5) German Civil Code. We reserve the right to claim further damages.

If the customer defaults on a due payment, or if circumstances materially reducing the creditworthiness of the customer become known to us after conclusion of the contract, we are entitled to carry out outstanding deliveries only against advance payment or security.

The customer may set off or withhold payment only where the counterclaim is undisputed, has been established by final court decision, is ready for decision, or arises from the same contractual relationship.

§ 6 Price adjustment for material costs

The net prices agreed at conclusion of the contract apply. If more than four months lie between conclusion of the contract and the agreed delivery date, and if our procurement costs for copper, electrical steel or insulating materials rise by more than ten percent during that period, we are entitled to adjust the price by the amount of the documented additional costs. We will provide evidence of the cost increase on request.

If the adjustment exceeds ten percent of the original net price, the customer is entitled to withdraw from the contract within two weeks of receiving notice in text form. Payments already made are refunded in that case.

§ 7 Delivery, start of production, transfer of risk and force majeure

Delivery is made by freight carrier; freight costs are agreed separately (on request). Partial deliveries are permitted where reasonable for the customer.

Start of production: manufacturing begins on the working day following receipt of the agreed down payment. Working days are Monday to Friday, excluding public holidays applicable at the seat of the company. A further condition is that all technical execution details have been fully clarified and that documents and approvals to be supplied by the customer have been provided.

Delivery periods are non-binding unless expressly agreed as binding in text form. They commence with the start of production under paragraph 2.

Transfer of risk: the risk of accidental loss and accidental deterioration passes to the customer upon handover of the goods to the forwarding agent, the carrier or any other person designated to carry out the shipment, at the latest when the goods leave our works. This also applies to carriage-paid delivery.

Force majeure: events of force majeure and other circumstances for which we are not responsible and which materially impede or prevent delivery extend the delivery period by the duration of the impediment plus a reasonable restart period. These include in particular war, civil war, terrorist attacks, riots, embargoes and sanctions, the closure or substantial impairment of sea, land and trade routes including port closures, natural disasters, epidemics and pandemics, official measures, shortages of energy and raw materials, strikes and lawful lockouts, cyber attacks, and late or improper supply by our upstream suppliers provided we concluded a congruent hedging transaction. We will inform the customer without undue delay of the occurrence and expected duration of the impediment.

If the impediment lasts longer than three months, both parties are entitled to withdraw from the contract. Payments already made are refunded in that case, less the manufacturing and material costs demonstrably incurred up to receipt of the declaration of withdrawal. Claims for damages by the customer on account of the delay are excluded in the cases covered by this section.

Delivery only to permitted countries. We reserve the right to perform export compliance checks; sales to sanctioned countries (e.g. Russia, Belarus) are excluded.

§ 8 Default of acceptance

If the customer fails to accept the goods on the agreed date, we are entitled to store the goods at the cost and risk of the customer. Risk passes to the customer at the beginning of the default of acceptance.

From the beginning of the default of acceptance we charge flat-rate storage costs of 0.5 percent of the net order value per commenced week, up to a maximum of 5 percent. Both parties remain free to prove higher or lower costs.

§ 9 Cancellation and custom-built units

Transformers are predominantly manufactured to order and to customer-specific requirements. After the start of production within the meaning of § 7 paragraph 2, unilateral withdrawal by the customer is excluded; statutory rights of withdrawal and termination remain unaffected.

If the parties terminate the contract by mutual agreement after the start of production, the customer owes a flat-rate compensation of 30 percent of the net order value. The customer remains free to prove that we incurred no loss or a substantially lower loss; we remain free to prove a higher loss.

§ 10 Technical changes and tolerances

Details in catalogues, data sheets and drawings are descriptions of performance and not guarantees of quality. We reserve the right to make design and execution changes that serve technical progress or become necessary for reasons of material availability, provided they do not impair the contractually agreed performance data and are reasonable for the customer.

The tolerances of the applicable standards, in particular DIN EN 60076 and DIN EN 50588, apply to losses, short-circuit impedance, sound levels, masses and dimensions. Deviations within these tolerances do not constitute a defect.

§ 11 Warranty, liability and retention of title

Inspection and notice of defects: the customer must inspect the goods without undue delay after delivery. Obvious defects must be notified to us in text form within seven calendar days of delivery, hidden defects without undue delay after discovery (§ 377 German Commercial Code). Otherwise the goods are deemed approved.

Subsequent performance: in the event of a defect we provide subsequent performance at our option by remedying the defect or by delivering goods free of defects. If subsequent performance fails twice, the customer may reduce the price or withdraw from the contract.

Limitation period: claims for defects become time-barred twelve months after delivery. This does not apply in cases of intent, fraudulent concealment of a defect, assumption of a guarantee, damage arising from injury to life, body or health, claims under the Product Liability Act, or the cases covered by § 438(1) no. 2 German Civil Code.

Liability: we are liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the Product Liability Act, and to the extent of any guarantee assumed. In cases of simple negligence we are liable only for breach of material contractual obligations, the fulfilment of which is essential to the proper performance of the contract and on the observance of which the customer may regularly rely; liability is limited in such cases to the foreseeable damage typical for this type of contract. Any further liability, in particular for loss of profit, production downtime and indirect damage, is excluded.

Retention of title: the delivered goods remain our property until full payment of all claims arising from the business relationship. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; the customer hereby assigns to us the resulting claims in the amount of our outstanding claim, and we accept the assignment. In the event of processing or combination with other items we acquire co-ownership in proportion to the invoice value of the goods subject to retention of title. The customer must notify us without undue delay of any access to the goods by third parties and must handle the goods with care and insure them adequately.

§ 12 Final provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Wesendorf; we are additionally entitled to bring proceedings at the general place of jurisdiction of the customer.

Amendments and supplements to these terms require text form. Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.

These terms exist in several language versions. Only the German version is authoritative.