General terms of sale and delivery of MENNEKES Stecker GmbH & Co. KG

1.1 These General Terms and Conditions of Sale and Delivery of MENNEKES Stecker GmbH & Co. KG (hereinafter referred to as “MENNEKES“) shall apply exclusively. We do not accept any terms and conditions of the other contracting party (hereinafter referred to as “Customer”) that are contrary to or deviating from our General Terms and Conditions of Sale and Delivery, unless MENNEKES expressly agreed to such conflicting or deviating terms and conditions in writing.

These General Terms and Conditions of Sale and Delivery shall apply, even if MENNEKES executes deliveries without reservation despite being aware of the Customer’s terms and conditions that are contrary to or deviating from the these present General Terms and Conditions of Sale and Delivery.

1.2 Any and all future business transactions with the Customer shall be subject to these General Terms and Conditions of Sale and Delivery, as well. The Customer shall be deemed to have accepted these General Terms and Conditions of Sale and Delivery when they place the order, however, when they accept the delivered goods and services at the latest.

1.3 These General Terms and Conditions of Sale and Delivery only apply to Customers that are entrepreneurs.

1.4 Collateral agreements as well as the change, amendment or annulment of the contract must be in writing in order to be effective.

2.1 All offers made by MENNEKES shall be without engagement. An order placed by the Customer shall not be deemed accepted unless confirmed by MENNEKES in writing. Likewise, any changes or other agreements are non-binding, unless confirmed by MENNEKES in writing.

MENNEKES’ written order confirmation and/or offer shall be the sole decisive factor for the execution of the orders.

2.2 If such order is deemed to be an offer in accordance with section 145 of the German Civil Code (BGB), MENNEKES shall be entitled to accept such offer within a period of 14 days. The contract shall be deemed concluded upon dispatch of the ordered goods (in case of partial deliveries, upon dispatch of the first batch) at the latest.

2.3 Any price quotations requested by the Customer shall be subject to compensation. Such compensation will be set off against the purchase price if the order is placed. The obligation to pay compensation for the price quotation shall remain effective in case the purchase contract becomes ineffective for any legal reason.

2.4 The documents, drawings, weights and measurements, samples etc. are approximate values only and are not deemed to be guaranteed characteristics. MENNEKES shall be entitled to slightly deviate from the description in the offer to the extent such deviations are not of a fundamental or substantial nature and do not limit the contractually agreed purpose.

2.5 The drawings prepared by MENNEKES and approved by the Customer shall be decisive for parts produced by MENNEKES in accordance with the Customer’s drawings.  Any changes or deviations from approved drawings the Customer requests at a later time must be agreed upon separately and any additional costs incurring in connection therewith must be borne by the Customer.

3.1 MENNEKES reserves all property rights and copyrights to all figures, drawings, calculations and other documents, including without limitation for written documents marked as “confidential”, which the Customer may only disclose to third parties upon MENNEKES’ prior written consent.

3.2 Should any third party assert a violation of their property rights in connection with deliveries made based upon the Customer’s drawings or other information provided by the Customer, the Customer, as between the Customer and MENNEKES, shall indemnify MENNEKES from and against any such third-party claims.

Unless otherwise expressly agreed upon, MENNEKES does not owe training, service or other advice or technical service regarding the ordered goods. Should MENNEKES render any such services, they are deemed to be non-binding recommendations or advice as stipulated in section 675(2) of the German Civil Code.

5.1 Unless otherwise stated in the order confirmation, the prices are stated “ex works”, packaging excluded. Packaging will be invoiced separately.

5.2 The prices are stated net; applicable statutory VAT will be added.  Any costs invoiced by a classification society for the acceptance or classification of products manufactured based on the Customer’s drawings or other information provided by the Customer, will be invoiced separately.

5.3 MENNEKES will invoice the Customer for additional expenses caused by change requests made at a later time.

5.4 Orders manufactured based on customer-specific drawings or other information provided by the Customer will only be produced in the future, depending on the order, even a few months after conclusion of the purchase contract. MENNEKES shall be entitled to unilaterally adjust the contractually agreed price in their reasonable discretion in accordance with section 315 of the German Civil Code (price increases or decreases), to the extent the relevant costs change between the time the contract is concluded and the time of production, including without limitation prices for materials, production and energy. Price increases or decreases are to be set off against each other. When exercising their reasonable discretion in increasing or decreasing prices, MENNEKES shall be obliged to equally take account of increasing costs and decreasing costs, so that decreasing costs are not taken into account at more unfavourable conditions for the Customer than increasing costs, meaning that decreasing costs have at least the same effect on the prices as increasing costs. In accordance with section 315(3) of the German Civil Code, the Customer is entitled to have MENNEKES’ reasonable discretion verified by a competent court. Any price adjustments will be made directly before the production of the contractual products. This shall not apply if MENNEKES is in delay in production. MENNEKES will inform the Customer of the price adjustment without delay.

6.1 Irrespective of any contrary terms of payment of the Customer, MENNEKES shall be entitled to apply payments made by the Customer to the oldest debt that is not subject to execution. In case costs or interest incurred, MENNEKES is entitled to apply payments towards the costs, then to interest and only then to the outstanding amount.

6.2 The Customer shall have no right of set-off unless the Customer’s counter-claim is established by declaratory judgement, undisputed or approved by MENNEKES in writing. The Customer’s right of retention shall be limited to claims resulting from the contractual relationship.

6.3 Bills of exchange will only be accepted as payment. Payment by bill of exchange must be separately agreed upon. We only accept bills of exchange subject to the proviso that it is bought by the Federal State Central Bank North Rhine-Westphalia. Acceptance of bills of exchange does not mean we agree to a extension of payment. Bill stamp duties shall be at the Customer’s expense, as will be discount charges as of the time the invoice becomes due.

6.4 MENNEKES shall be entitled to demand default interest amounting to 9% above the base rate in accordance with section 347 of the German Civil Code. MENNEKES expressly reserves the right to prove that the damage suffered due to the default is higher than that.

7.1 Dates and terms of delivery shall not be deemed bindingly agreed upon unless expressly confirmed by MENNEKES in writing.

7.2 Delivery terms do not commence before the date the contract is concluded in writing.

7.3 Subsequent change requests by the Customer release MENNEKES from the obligation to comply with delivery dates or terms.

7.4 The term of delivery shall be deemed complied with if – as of the time the term of delivery expires – the item to be delivered left MENNEKES’ works or the Customer was informed that the item is ready for dispatch.

7.5 The occurrence of a delay in delivery shall be subject to statutory regulations. However, a reminder sent by the Customer shall be required in any case. The Customer must grant MENNEKES another grace period of ten [10] calendar days after the date MENNEKES is in delay in delivery before asserting additional rights.

7.6 MENNEKES shall not be liable for any impossibility of delivery or for any delay in delivery to the extent such impossibility or delay is caused by an event of force majeure or by other events that were not foreseeable at the time the contract was concluded and that are not in MENNEKES’ sphere of responsibility. This includes without limitation interruptions of operations, difficulties in procurement of materials or energy, delays in transport, strikes, justified lockouts, lack of workforce, energy or raw materials, difficulties in the procurement of required official permits, measures taken by public authorities or lacking, wrong or late delivery by sub-suppliers in case MENNEKES concluded a congruent hedging transaction. MENNEKES will inform the Customer of any such event without delay.

7.7 If MENNEKES is unable to comply with binding delivery dates due to such events, the delivery dates shall be postponed by a period corresponding to the period of such event plus a reasonable lead time. In such case, MENNEKES will inform the Customer of the expected new delivery date, together with the information about the occurrence of such event. If it is unreasonable for the Customer to accept the delivery or service due to the delay, the Customer may rescind the contract in whole or in part by immediate written declaration to MENNEKES.

7.8 Should such events make it more difficult or even impossible for MENNEKES to provide the delivery or service and if such impediment is not only of a temporary nature and/or delivery or service cannot be rendered within the new term of delivery, MENNEKES shall be entitled to rescind the contract in whole or in part. However, MENNEKES’ right to rescind the contract shall be subject to the proviso that MENNEKES immediately informed the Customer of the impediment in accordance with section 7.6. In such case, MENNEKES shall reimburse the Customer for any counter-performance made.

7.9 The stated delivery date shall not be binding for MENNEKES if the Customer fails to fulfil their obligations in due time. This includes without limitation making payments when due and providing necessary information, including without limitation delivery dates and customer-specific drawings, if any, and other information to be provided by the Customer. In such case and irrespective of any rights based on a delay by the Customer, MENNEKES shall be entitled to request the Customer to postpone the delivery date by such period of time. MENNEKES reserves the right to raise the defence of non-performance of the contract.

7.10 If delivery is delayed for reasons attributable to the Customer’s sphere of responsibility, the Customer shall bear the reasonable costs for storage and/or additional transport costs.

7.11 If the Customer fails to accept the delivery, MENNEKES may demand damages amounting to ten [10] percent of the total purchase price. Such damages may be higher or lower if MENNEKES is able to prove that the damage suffered is higher than that or the Customer is able to prove that the damage MENNEKES suffered is lower than that.

8.1 MENNEKES reserves the title to all delivered items until receipt of all payments relating to the business relationship, including future payables.

8.2 The Customer is obliged to treat the delivered items with care and to take out insurance against any form of loss at their own expense for as long as the items are subject to retention of title.  MENNEKES reserves the right to take out insurance for the goods at the Customer’s expense.

8.3 Costs for maintenance and inspections will be borne by the Customer as long as the items are subject to retention of title, including in case such maintenance and inspection is effected by MENNEKES.

8.4 The Customer shall be entitled to resell and/or further process the goods subject to retention of title in the ordinary course of business. MENNEKES shall be entitled to revoke such authorisation if the Customer is in delay in payment, an application for the institution of insolvency proceedings was filed or the Customer ceases to make payments when due.

8.5 The retention of title also includes products resulting from processing, combination or blending. Such processing, combination or blending will be made for MENNEKES’ account without any obligations for MENNEKES. If goods are processed, combined or blended with third-party products and the property rights of such third party remain effective, MENNEKES shall acquire co-ownership amounting to the ratio of the invoice value of the goods to the invoice value of the other processed, combined or blended products. If MENNEKES’ ownership expires due to such processing, combination or blending, the Customer transfers to MENNEKES, effective immediately, the property rights and expectant rights to the new goods or items corresponding to the invoice value of the goods and/or corresponding to the ratio of the invoice value of the goods to the invoice value of the other goods used for processing.

8.6 Effective immediately, the Customer shall assign to MENNEKES by means of security, as a whole and/or in the amount of our co-ownership share as stipulated above, any accounts receivable from third parties resulting from the resale of the goods or such newly created product. MENNEKES accepts such assignment.

8.7 MENNEKES and the Customer are entitled to collect the receivables. However, MENNEKES will refrain from collecting such receivables to the extent the Customer fulfils their payment obligations to MENNEKES, no application for the institution of insolvency proceedings has been filed and/or the Customer does not cease to make payments when due. In case one or more of these events occur, MENNEKES shall be entitled to demand that the Customer discloses the assigned receivables and the related debtors to MENNEKES and provides any information necessary for collection, the related documents and that they inform the debtors of such assignment.

8.8 If the value of the collaterals exceeds the secured receivables by more than ten [10] percent, MENNEKES, upon the Customer’s request, will be obliged to release and/or return securities, in MENNEKES’ sole discretion, to the extent their value exceeds the receivables, taking into consideration the Customer’s interests.

8.9 The goods subject to retention of title must neither be pledged nor transferred by way of security to third parties until full payment of the secured receivables. The Customer shall be obliged to inform MENNEKES immediately of any application for the institution of insolvency proceedings or of any third-party attachment of the goods subject to retention of title. In case of any third-party attachment, the Customer must inform such third party of the retention of title. The Customer must reimburse MENNEKES for any costs MENNEKES incurs for the protection of the property rights to the extent such costs cannot be collected from the attaching third party.

8.10 Due to the retention of title, MENNEKES is entitled to request that the delivered item be returned after MENNEKES rescinded the contract. MENNEKES is entitled to rescind the contract without taking into consideration the prerequisites stated in section 323 of the German Civil Code, including without limitation without a notice period, starting at the time the Customer is in delay in payment in whole or in part. The same shall apply, mutatis mutandis, if the Customer ceases to make payments when due or if insolvency proceedings are instituted against the Customer’s assets. All costs incurring in connection with the return of the delivered item shall be borne by the Customer.

9.1 If the Customer requests shipment of the goods, shipment shall be made from the registered office of MENNEKE at the Customer’s risk and expense. The risk of accidental loss and accidental deterioration shall be transferred to the Customer upon transfer of the item to be delivered to the carrier, forwarder or any other person or company commissioned to effect delivery at the latest.

9.2 The risk shall also pass if and as soon as the Customer is in delay in acceptance. Should the Customer culpably fail to provide any action required for shipment or should shipment be postponed upon the Customer’s request, the risk shall pass to the Customer at the time the goods are ready for shipment and MENNEKES informs the Customer thereof. During any delay in acceptance, the Customer shall bear the usual storage costs. Both parties reserve the right to assert and provide evidence for additional or lower storage costs.

9.3 If the parties agree that MENNEKES is to provide other services at the Customer’s registered office, such as installation or maintenance, the related risk shall pass to the Customer upon acceptance of such services. In deviation therefrom, the risk shall pass to the Customer upon completion of the work, if the risk for the work is deemed to be in the Customer’s sphere of responsibility. The risk shall also pass if and as soon as the Customer is in delay in acceptance.

9.4 Transport and other packaging in accordance with the Packaging Act will not be taken back, except for pallets. The Customer shall be obliged to have the packaging disposed of at their own expense.

10.1 MENNEKES shall not be liable for any damage caused by improper handling, wear and tear, storage or other actions taken by the Customer or any third party.

10.2 The statutory claims based on liability for defects in quality shall become statute-barred one year after the goods are handed over to the Customer, however this clause does not imply a guaranteed shelf life. This includes the claims based on section 445a(1) and (2) of the German Civil Code if an entrepreneur is at the end of the delivery chain.

10.3 A prerequisite for the Customer’s warranty rights is that the Customer duly complies with all obligations to inspect and to make a complaint in respect of a defect immediately upon receipt of goods according to sections 377 and 381 of the German Commercial Code (HGB). Irrespective of the additional statutory obligations for mutual commercial transactions, the Customer shall be obliged to inspect the delivered goods for obvious defects and to make written complaints in respect of such obvious defects (including incomplete or wrong deliveries) within 14 days after receipt of the goods and for defects that can only be detected at a later time within 14 days after they were detected. If the Customer fails to make such complaints, the goods, taking into consideration the obvious defect, shall be deemed accepted and the Customer will not be able to assert any rights against MENNEKES.

10.4 MENNEKES shall choose the method of subsequent fulfilment. MENNEKES is obliged to make such choice within a reasonable time period.

10.5 The expenses required for subsequent fulfilment shall not be borne by MENNEKES to the extent the expenses increase because the goods were transferred from the Customer’s business establishment to another location after delivery. However, this shall not apply if such relocation of the goods is in accordance with the intended purpose of the goods.

10.6 Any claims for compensation for expenses the Customer may have against MENNEKES in accordance with section 445a(1) and (2) or section 327u(1) of the German Civil Code shall be excluded if the Customer fails to fulfil their obligation to inspect and to make a complaint in respect of a defect immediately on receipt of the goods or if the goods were processed and changed.

10.7 MENNEKES’ liability for damages shall be excluded for cases of slight negligence and for negligent conduct of their bodies, legal representatives, employees or other vicarious agents.

10.8 Subject to statutory limitations of liability, the above limitations of liability (10.7) and shortened periods (10.2) shall not apply to claims based on any damage caused by MENNEKES, their statutory representatives or vicarious agents:

• based on injury to life, limb or health;
• based on wilful or grossly negligent violations of obligations or fraudulent intent;
• based on the violation of material contractual obligations the fulfilment of which actually facilitates the proper execution of the contract and the fulfilment of which the contractual parties generally rely on and may rely on;
• with regard to a warranty, if any;
• to the extent the matter falls within the scope of application of the Product Liability Act;
• within the scope of application of section 478(2) of the German Civil Code.

Liability for the violation of material contractual obligations the fulfilment of which actually facilitates the proper execution of the contract and the fulfilment of which the contractual parties generally rely on and may rely on, based on slight negligence of MENNEKES, their legal representatives or vicarious agents, shall be limited to the typical damage foreseeable at the time the contract is concluded.

All claims the Purchaser may have based on the contractual relationship are not assignable.

12.1 The Customer must use the goods in accordance with their intended purpose only and must ensure that the goods are only re-sold to persons that are familiar with the dangers and risks related to the product.

12.2 If the Customer uses the goods as primary products or components of their own products, the Customer shall be obliged to fulfil their duty to warn with regard to the goods delivered by MENNEKES, as well, when putting these products into circulation. As between the Customer and MENNEKES, the Customer indemnifies MENNEKES from and against any claims for the violation of this obligation upon MENNEKES’ first request.

13.1 Place of performance is 57399 Lennestadt, Germany.

13.2 Place of jurisdiction for any disputes arising out of the contract is 57399 Kirchhundem.  However, MENNEKES shall also be entitled to take legal action against the Customer at the courts competent for the Customer’s general place of jurisdiction or for a jurisdiction where the Customer has an establishment.

13.3 German law shall apply exclusively, the UN Sales Convention shall be excluded.

13.4 Should one of the provisions of the contract be ineffective, this shall not affect the effectiveness of the remaining provisions thereof. The parties agree to replace the ineffective provision by an effective provision which comes as close as possible to the economic purpose of the ineffective provision.

Typos, changes and errors excepted.

Revised: December 2024