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General Conditions
for the Supply of Products and Services of the Electrical
and Electronics Industry ("Grüne Lieferbedingungen" – GL)*
for commercial transactions between businesses
recommended by ZVEI-Zentralverband Elektrotechnik- und Elektronikindustrie e. V.
as of June 2011

Article I: General Provisions
1. Legal relations between Supplier and Purchaser in connection
with supplies and/or services of the Supplier (hereinafter
referred to as "Supplies") shall be solely governed by the
present GL. The Purchaser's general terms and conditions
shall apply only if expressly accepted by the Supplier in
writing. The scope of delivery shall be determined by the
congruent mutual written declarations.
2. The Supplier herewith reserves any industrial property rights
and/or copyrights pertaining to its cost estimates, drawings
and other documents (hereinafter referred to as "Documents").
The Documents shall not be made accessible to third parties
without the Supplier's prior consent and shall, upon request,
be returned without undue delay to the Supplier if the contract
is not awarded to the Supplier. Sentences 1 and 2 shall apply
mutatis mutandis to the Purchaser's Documents; these may,
however, be made accessible to those third parties to whom
the Supplier has rightfully subcontracted Supplies.
3. The Purchaser has the non-exclusive right to use standard
software and irmware, provided that it remains unchanged,
is used within the agreed performance parameters, and
on the agreed equipment. Without express agreement the
Purchaser may make one back-up copy of standard software.
4. Partial deliveries are allowed, unless they are unreasonable
to accept for the Purchaser.
5. The term „claim for damages" used in the present GL also
includes claims for indemniication for useless expenditure.
Article II: Prices, Terms of Payment, and Set-Off
1. Prices are ex works and excluding packaging; value added
tax shall be added at the then applicable rate.
2. If the Supplier is also responsible for assembly or erection
and unless otherwise agreed, the Purchaser shall pay the
agreed remuneration and any incidental costs required, e. g.
for traveling and transport as well as allowances.
3. Payments shall be made free Supplier's paying ofice.
4. The Purchaser may set off only those claims which are
undisputed or non- appealable.
Article III: Retention of Title
1. The items pertaining to the Supplies ("Retained Goods")
shall remain the Supplier's property until each and every
claim the Supplier has against the Purchaser on account of
the business relationship has been fulilled. If the combined
value of the Supplier's security interests exceeds the value
of all secured claims by more than 20 %, the Supplier shall
release a corresponding part of the security interest if so
requested by the Purchaser; the Supplier shall be entitled to
choose which security interest it wishes to release.
2. For the duration of the retention of title, the Purchaser may
not pledge the Retained Goods or use them as security, and
resale shall be possible only for resellers in the ordinary
course of their business and only on condition that the reseller
receives payment from its customer or makes the transfer
of property to the customer dependent upon the customer
fulilling its obligation to effect payment.
3. Should Purchaser resell Retained Goods, it assigns to the
Supplier, already today, all claims it will have against its
customers out of the resale, including any collateral rights
and all balance claims, as security, without any subsequent
declarations to this effect being necessary. If the Retained
Goods are sold on together with other items and no individual
price has been agreed with respect to the Retained Goods,
Purchaser shall assign to the Supplier such fraction of the
total price claim as is attributable to the price of the Retained
Goods invoiced by Supplier.
4. (a) Purchaser may process, amalgamate or combine
Retained Goods with other items. Processing is made for
Supplier. Purchaser shall store the new item thus created
for Supplier, exercising the due care of a diligent business
person. The new items are considered as Retained
Goods.
(b) Already today, Supplier and Purchaser agree that if
Retained Goods are combined or amalgamated with
other items that are not the property of Supplier, Supplier
shall acquire co-ownership in the new item in proportion
of the value of the Retained Goods combined or
amalgamated to the other items at the time of combination
or amalgamation. In this respect, the new items are
considered as Retained Goods.
(c) The provisions on the assignment of claims according to No.
3 above shall also apply to the new item. The assignment,
however, shall only apply to the amount corresponding to
the value invoiced by Supplier for the Retained Goods that
have been processed, combined or amalgamated.
(d) Where Purchaser combines Retained Goods with real
estate or movable goods, it shall, without any further
declaration being necessary to this effect, also assign
to Supplier as security its claim to consideration for the
combination, including all collateral rights for the prorata
amount of the value the combined Retained Goods
have on the other combined items at the time of the
combination.
5. Until further notice, Purchaser may collect assigned claims
relating to the resale. Supplier is entitled to withdraw
Purchaser's permission to collect funds for good reason,
including, but not limited to delayed payment, suspension of
payments, start of insolvency proceedings, protest or justiied
indications for overindebtedness or pending insolvency
of Purchaser. In addition, Supplier may, upon expiry of an
adequate period of notice disclose the assignment, realize
the claims assigned and demand that Purchaser informs its
customer of the assignment.
6. The Purchaser shall inform the Supplier forthwith of any seizure
or other act of intervention by third parties. If a reasonable
interest can be proven, Purchaser shall, without undue delay,
provide Supplier with the information and/or Documents
necessary to assert the claims it has against its customers.
General Conditions
for the Supply of Products and Services of the Electrical
and Electronics Industry ("Grüne Lieferbedingungen" – GL)*
for commercial transactions between businesses
recommended by ZVEI-Zentralverband Elektrotechnik- und Elektronikindustrie e. V.
as of June 2011
* The original German text shall be the governing version.
7. Where the Purchaser fails to fulill its duties, fails to make
payment due, or otherwise violates its obligations the Supplier
shall be entitled to rescind the contract and take back the
Retained Goods in the case of continued failure following
expiry of a reasonable remedy period set by the Supplier;
the statutory provisions providing that a remedy period is not
needed shall be unaffected. The Purchaser shall be obliged
to return the Retained Goods. The fact that the Supplier takes
back Retained Goods and/or exercises the retention of title,
or has the Retained Goods seized, shall not be construed to
constitute a rescission of the contract, unless the Supplier so
expressly declares.
Article IV: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents
to be furnished by the Purchaser, necessary permits and
approvals, especially concerning plans, are received in time
and if agreed terms of payment and other obligations of the
Purchaser are fulilled. If these conditions are not fulilled in
time, times set shall be extended reasonably; this shall not
apply if the Supplier is responsible for the delay.
2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks,
rebellion or similar events (e. g. strike or lockout);
(b) virus attacks or other attacks on the Supplier’s IT systems
occurring despite protective measures were in place that
complied with the principles of proper care;
(c) hindrances attributable to German, US or otherwise
applicable national, EU or international rules of foreign
trade law or to other circumstances for which Supplier is
not responsible; or
(d) the fact that Supplier does not receive its own supplies in
due time or in due form
such times shall be extended accordingly.
3. If the Supplier is responsible for the delay (hereinafter referred
to as "Delay") and the Purchaser has demonstrably suffered
a loss therefrom, the Purchaser may claim a compensation
as liquidated damages of 0.5 % for every completed week of
Delay, but in no case more than a total of 5 % of the price of
that part of the Supplies which due to the Delay could not be
put to the intended use.
4. Purchaser's claims for damages due to delayed Supplies as
well as claims for damages in lieu of performance exceeding
the limits speciied in No. 3 above are excluded in all cases
of delayed Supplies, even upon expiry of a time set to the
Supplier to effect the Supplies. This shall not apply in cases
of liability based on intent, gross negligence, or due to loss
of life, bodily injury or damage to health. Rescission of the
contract by the Purchaser based on statute is limited to cases
where the Supplier is responsible for the delay. The above
provisions do not imply a change in the burden of proof to the
detriment of the Purchaser.
5. At the Supplier's request, the Purchaser shall declare within
a reasonable period of time whether it, due to the delayed
Supplies, rescinds the contract or insists on the delivery of
the Supplies.
6. If dispatch or delivery, due to Purchaser's request, is delayed
by more than one month after notiication of the readiness
for dispatch was given, the Purchaser may be charged, for
every additional month commenced, storage costs of 0.5 %
of the price of the items of the Supplies, but in no case more
than a total of 5 %. The parties to the contract may prove that
higher or, as the case may be, lower storage costs have been
incurred.
Article V: Passing of Risk
1. Even where delivery has been agreed freight free, the risk
shall pass to the Purchaser as follows:
(a) if the delivery does not include assembly or erection, at
the time when it is shipped or picked up by the carrier.
Upon the Purchaser's request, the Supplier shall insure
the delivery against the usual risks of transport at the
Purchaser's expense;
(b) if the delivery includes assembly or erection, at the day of
taking over in the Purchaser's own works or, if so agreed,
after a successful trial run.
2. The risk shall pass to the Purchaser if dispatch, delivery,
the start or performance of assembly or erection, the taking
over in the Purchaser's own works, or the trial run is delayed
for reasons for which the Purchaser is responsible or if the
Purchaser has otherwise failed to accept the Supplies.
Article VI: Assembly and Erection
Unless otherwise agreed in written form, assembly and
erection shall be subject to the following provisions:
1. Purchaser shall provide at its own expense and in due time:
(a) all earth and construction work and other ancillary work
outside the Supplier's scope, including the necessary
skilled and unskilled labor, construction materials and
tools;
(b) the equipment and materials necessary for assembly and
commissioning such as scaffolds, lifting equipment and
other devices as well as fuels and lubricants;
(c) energy and water at the point of use including connections,
heating and lighting;
(d) suitable dry and lockable rooms of suficient size adjacent
to the site for the storage of machine parts, apparatus,
materials, tools, etc. and adequate working and recreation
rooms for the erection personnel, including sanitary
facilities as are appropriate in the speciic circumstances;
furthermore, the Purchaser shall take all measures it
would take for the protection of its own possessions to
protect the possessions of the Supplier and of the erection
personnel at the site;
(e) protective clothing and protective devices needed due to
particular conditions prevailing on the speciic site.
2. Before the erection work starts, the Purchaser shall
unsolicitedly make available any information required
concerning the location of concealed electric power, gas and
water lines or of similar installations as well as the necessary
structural data.
3. Prior to assembly or erection, the materials and equipment
necessary for the work to start must be available on the site
of assembly or erection and any preparatory work must have
advanced to such a degree that assembly or erection can
be started as agreed and carried out without interruption.
Access roads and the site of assembly or erection must be
level and clear.
4. If assembly, erection or commissioning is delayed due to
circumstances for which the Supplier is not responsible, the
Purchaser shall bear the reasonable costs incurred for idle
times and any additional traveling expenditure of the Supplier
or the erection personnel.
5. The Purchaser shall attest to the hours worked by the
erection personnel towards the Supplier at weekly intervals
and the Purchaser shall immediately conirm in written form if
assembly, erection or commissioning has been completed.
6. If, after completion, the Supplier demands acceptance of
the Supplies, the Purchaser shall comply therewith within
a period of two weeks. The same consequences as upon
acceptance arise if and when the Purchaser lets the twoweek
period expire or the Supplies are put to use after
completion of agreed test phases, if any.
Article VII: Receiving Supplies
The Purchaser shall not refuse to receive Supplies due to
minor defects.
Article VIII: Defects as to Quality
The Supplier shall be liable for defects as to quality
("Sachmängel", hereinafter referred to as "Defects",) as
follows:
1. Defective parts or defective services shall be, at the
Supplier's discretion, repaired, replaced or provided again
free of charge, provided that the reason for the Defect had
already existed at the time when the risk passed.
2. Claims for repair or replacement are subject to a statute
of limitations of 12 months calculated from the start of the
statutory statute of limitations; the same shall apply mutatis
mutandis in the case of rescission and reduction. This
shall not apply where longer periods are prescribed by law
according to Sec. 438 para. 1 No. 2 (buildings and things
used for a building), Sec. 479 para. 1 (right of recourse),
and Sec. 634a para. 1 No. 2 (defects of a building) German
Civil Code ("Bürgerliches Gesetzbuch"), in the case of intent,
fraudulent concealment of the Defect or non-compliance
with guaranteed characteristics (“Beschaffenheitsgarantie”).
The legal provisions regarding suspension of the statute
of limitations ("Ablaufhemmung", "Hemmung") and
recommencement of limitation periods shall be unaffected.
3. Notiications of Defect by the Purchaser shall be given in
written form without undue delay.
4. In the case of notiication of a Defect, the Purchaser may
withhold payments to an amount that is in a reasonable
proportion to the Defect. The Purchaser, however, may
withhold payments only if the subject-matter of the notiication
of the Defect involved is justiied and incontestable. The
Purchaser has no right to withhold payments to the extent that
its claim of a Defect is time-barred. Unjustiied notiications of
Defect shall entitle the Supplier to demand reimbursement of
its expenses by the Purchaser.
5. The Supplier shall be given the opportunity to repair or
to replace the defective good ("Nacherfüllung") within a
reasonable period of time.
6. If repair or replacement is unsuccessful, the Purchaser is
entitled to rescind the contract or reduce the remuneration;
any claims for damages the Purchaser may have according
to No. 10 shall be unaffected.
7. There shall be no claims based on Defect in cases of
insigniicant deviations from the agreed quality, of only minor
impairment of usability, of natural wear and tear, or damage
arising after the passing of risk from faulty or negligent
handling, excessive strain, unsuitable equipment, defective
civil works, inappropriate foundation soil, or claims based
on particular external inluences not assumed under the
contract, or from non-reproducible software errors. Claims
based on defects attributable to improper modiications or
repair work carried out by the Purchaser or third parties and
the consequences thereof are likewise excluded.
8. The Purchaser shall have no claim with respect to expenses
incurred in the course of supplementary performance,
including costs of travel, transport, labor, and material, to
the extent that expenses are increased because the subjectmatter
of the Supplies has subsequently been brought to
another location than the Purchaser's branch ofice, unless
doing so complies with the normal use of the Supplies.
9. The Purchaser's right of recourse against the Supplier
pursuant to Sec. 478 BGB is limited to cases where
the Purchaser has not concluded an agreement with its
customers exceeding the scope of the statutory provisions
governing claims based on Defects. Moreover, No. 8 above
shall apply mutatis mutandis to the scope of the right of
recourse the Purchaser has against the Supplier pursuant to
Sec. 478 para. 2 BGB.
10. The Purchaser shall have no claim for damages based on
Defects. This shall not apply to the extent that a Defect has
been fraudulently concealed, the guaranteed characteristics
are not complied with, in the case of loss of life, bodily injury
or damage to health, and/or intentionally or grossly negligent
breach of contract on the part of the Supplier. The above
provisions do not imply a change in the burden of proof to
the detriment of the Purchaser. Any other or additional claims
of the Purchaser exceeding the claims provided for in this
Article VIII, based on a Defect, are excluded.
Article IX: Industrial Property Rights and Copyrights;
Defects in Title
1. Unless otherwise agreed, the Supplier shall provide the
Supplies free from third parties' industrial property rights
and copyrights (hereinafter referred to as "IPR") with respect
to the country of the place of delivery only. If a third party
asserts a justiied claim against the Purchaser based on an
infringement of an IPR by the Supplies made by the Supplier
and used in conformity with the contract, the Supplier shall
be liable to the Purchaser within the time period stipulated in
Article VIII No. 2 as follows:
(a) The Supplier shall choose whether to acquire, at its own
expense, the right to use the IPR with respect to the
Supplies concerned or whether to modify the Supplies
such that they no longer infringe the IPR or replace
them. If this would be impossible for the Supplier under
reasonable conditions, the Purchaser may rescind the
contract or reduce the remuneration pursuant to the
applicable statutory provisions;
(b) The Supplier's liability to pay damages is governed by
Article XII;
(c) The above obligations of the Supplier shall apply only
if the Purchaser (i) immediately notiies the Supplier of
any such claim asserted by the third party in written form,
(ii) does not concede the existence of an infringement
and (iii) leaves any protective measures and settlement
negotiations to the Supplier's discretion. If the Purchaser
stops using the Supplies in order to reduce the damage
or for other good reason, it shall be obliged to point out
to the third party that no acknowledgement of the alleged
infringement may be inferred from the fact that the use
has been discontinued.
2. Claims of the Purchaser shall be excluded if it is responsible
for the infringement of an IPR.
3. Claims of the Purchaser are also excluded if the infringement
of the IPR is caused by speciications made by the Purchaser,
by a type of use not foreseeable by the Supplier or by the
Supplies being modiied by the Purchaser or being used
together with products not provided by the Supplier.
4. In addition, with respect to claims by the Purchaser pursuant
to No. 1 a) above, Article VIII Nos. 4, 5, and 9 shall apply
mutatis mutandis in the event of an infringement of an IPR.
5. Where other defects in title occur, Article VIII shall apply
mutatis mutandis.
6. Any other claims of the Purchaser against the Supplier or its
agents or any such claims exceeding the claims provided for
in this Article IX, based on a defect in title, are excluded.
Article X: Conditional Performance
1. The performance of this contract is conditional upon that
no hindrances attributable to German, US or otherwise
applicable national, EU or international rules of foreign trade
law or any embargos or other sanctions exist.
2. The Purchaser shall provide any information and Documents
required for export, transport and import purposes.
Article XI: Impossibility of Performance; Adaptation of
Contract
1. To the extent that delivery is impossible, the Purchaser
is entitled to claim damages, unless the Supplier is not
responsible for the impossibility. The Purchaser's claim for
damages is, however, limited to an amount of 10 % of the value
of the part of the Supplies which, owing to the impossibility,
cannot be put to the intended use. This limitation shall not
apply in the case of liability based on intent, gross negligence
or loss of life, bodily injury or damage to health; this does not
imply a change in the burden of proof to the detriment of the
Purchaser. The Purchaser's right to rescind the contract shall
be unaffected.
2. Where events within the meaning of Article IV No. 2 (a) to
(c) substantially change the economic importance or the
contents of the Supplies or considerably affect the Supplier's
business, the contract shall be adapted taking into account
the principles of reasonableness and good faith. To the extent
this is not justiiable for economic reasons, the Supplier shall
have the right to rescind the contract. The same applies if
required export permits are not granted or cannot be used.
If the Supplier intends to exercise its right to rescind the
contract, it shall notify the Purchaser thereof without undue
delay after having realized the repercussions of the event;
this shall also apply even where an extension of the delivery
period has previously been agreed with the Purchaser.
Article XII: Other Claims for Damages
1. Unless otherwise provided for in the present GL, the
Purchaser has no claim for damages based on whatever legal
reason, including infringement of duties arising in connection
with the contract or tort.
2. This does not apply if liability is based on:
(a) the German Product Liability Act (“Produkthaftungsgesetz”);
(b) intent;
(c) gross negligence on the part of the owners, legal
representatives or executives;
(d) fraud;
(e) failure to comply with a guarantee granted;
(f) negligent injury to life, limb or health; or
(g) negligent breach of a fundamental condition of contract
(“wesentliche Vertragsplichten”).
However, claims for damages arising from a breach of
a fundamental condition of contract shall be limited to the
foreseeable damage which is intrinsic to the contract,
provided that no other of the above case applies.
3. The above provision does not imply a change in the burden
of proof to the detriment of the Purchaser.
Artikel XIII: Venue and Applicable law
1. If the Purchaser is a businessman, sole venue for all disputes
arising directly or indirectly out of the contract shall be the
Supplier's place of business. However, the Supplier may also
bring an action at the Purchaser's place of business.
2. This contract and its interpretation shall be governed
by German law, to the exclusion of the United Nations
Convention on contracts for the International Sale of Goods
(CISG).
Article XIV: Severability Clause
The legal invalidity of one or more provisions of this Agreement
in no way affects the validity of the remaining provisions. This
shall not apply if it would be unreasonably onerous for one of
the parties to be obligated to continue the contract.
© 2011 ZVEI - Zentralverband Elektrotechnik- und Elektronikindustrie e. V.,
Lyoner Straße 9, 60528 Frankfurt am Main.
All rights reserved.