Delivery Conditions and General Terms and Conditions

Download Terms, June 30, 2008 (PDF file 88kb)
Download Terms, Dec 08, 2005 (PDF file)

1. Legal notice - as of June, 2008
1.1 No warranty on content
The content and the information on all our websites have been thoroughly researched and verified by BLACK BOX Deutschland GmbH.

However, BLACK BOX Deutschland GmbH does not warrant their correctness, completeness and topicality

1.2 Making Inquiries
The information provided on the websites does not constitute individual ex-pert advice and cannot replace it. For inquiries by telephone, our experts from FREE TECH SUPPORT are at your disposal at 0811/5541-110.

1.3 Use of Content
Content and layout of the websites are protected by copyright. Any reproduction of the websites or their content requires the written approval by BLACK BOX Deutschland GmbH, except where expressly permitted by law.

2. General, Scope of Application

2.1 These Terms and Conditions of Business and Shipping apply to all our quotations and deliveries vis-à-vis our customers (hereinafter referred to as "the Buyer"). These Terms and Conditions of Business and Shipping are only valid if the Buyer is an entrepreneur (§ 14 Civil Code [Bürgerliches Ge-setzbuch, BGB]), a public corporation, or a public fund.

2.2 The Terms and Conditions of Business and Shipping apply to contracts on the sale and/or the delivery of movable items, irrespective of whether the goods are manufactured by us or purchased from external suppliers (§§ 433, 651 Civil Code [Bürgerliches Gesetzbuch, BGB]). The Terms and Conditions of Business and Shipping as last amended shall also apply to future contracts on the sale and/or the delivery of movable items with the same Buyer, even if they have not been pointed out specifically.

2.3 Our Terms and Conditions of Business and Shipping apply exclusively. Deviating, contradictory or complementary terms and conditions of the Buyer shall only and insofar be incorporated in the contract, if they have received our express consent. Consent shall be required in any case, even if, e.g., we make the delivery to the Buyer unconditionally whilst knowing of his terms and conditions.

Even if BLACK BOX Deutschland GmbH makes reference to a letter that includes terms and conditions of the Buyer or refers to them, it does not constitute consent to the applicability of those terms and conditions.

2.4 Individual agreements with the Buyer made on a case by case basis (inclusive of side agreements, supplements and modifications) always have precedence over these Terms and Conditions of Business and Shipping. Decisive for the content of such agreements is a written contract or our confirmation in writing.

3. Product Offers and Conclusion of Contract

3.1 All BLACK BOX Deutschland GmbH offers, especially in catalogs and on our website, are subject to change without notice.

3.2 An order by the Buyer constitutes a binding offer to us for the conclusion of a sales contract. If the order does not indicate so otherwise, we have the right to accept this offer within 2 calender weeks upon its receipt.

3.3 If you place an order with BLACK BOX Deutschland GmbH, an email will be sent to you, confirming the receipt of your order and its content in detail (order confirmation). This order confirmation does not constitute an acceptance of your offer, it is just to inform you that your order has been received.

3.4 A contract shall first materialize once BLACK BOX Deutschland GmbH has acknowledged an order in writing or the item has been delivered to the Buyer.

3.5 Details provided by BLACK BOX Deutschland GmbH concerning the item delivered (such as, e.g., weight, dimensions, values in use, power rating, tolerances, and technical data), as well as representations of the same (e.g., drawings and illustrations), are only of limited significance, insofar as an ap-plication for the purpose stipulated in the contract does not require the exact conformance. They do not constitute warranted characteristics, but descriptions or identifications of the shipment.

Customary deviations and deviations stipulated by legal provisions or constituting technical improvements, as well as the replacement of components with adequate parts and modifications in design are permissible, insofar as they do not affect the application for the purpose stipulated in the contract.

4. Pricing

4.1 All prices are in EURO ex warehouse. They constitute net prices plus applicable VAT, packing, freight charges, customs duties for export shipments, as well as fees and other public charges. Additional or special services will be charged separately, as stipulated in the sales confirmation under scope of services and delivery. Additional charges for short deliveries will not be levied.

4.2 At the time of order, the then valid BLACK BOX Deutschland GmbH price lists apply exclusively. The currently valid prices are not based on catalog prices. They are available on the internet under www.black-box.de, or can be obtained by phone at 0811/5541-410.

4.3 Prices agreed upon and based on the price lists of BLACK BOX Deutschland GmbH for deliveries that will only be effected more than four months after the conclusion of the contract, shall be amended based on the list prices of BLACK BOX Deutschland GmbH valid at the time of delivery.

4.4 Offer prices diverging from the price lists (quoted prices) shall be valid for a period of four weeks from the quotation date, unless other arrangements have been made with BLACK BOX Deutschland GmbH.

5. Dispatch and Delivery

5.1 BLACK BOX Deutschland GmbH will deliver incoming orders immediately. In case of longer than expected delivery periods, BLACK BOX Deutschland GmbH will confirm the delivery date in writing.

5.2 In the event that BLACK BOX Deutschland GmbH is unable to expedite shipping for reasons beyond our responsibility, the Buyer is obliged to grant BLACK BOX Deutschland GmbH a reasonable grace period. In the event that no delivery is made within that grace period, the Buyer is entitled to cancel the order. The Buyer's right of withdrawal and cancellation as stipulated by law shall not be affected.

5.3 The occurence of a delay of delivery on the part of BLACK BOX Deutschland GmbH is determined in accordance with legal provisions. Notice by the Buyer is required in any event.

5.4 BLACK BOX Deutschland GmbH expressly reserves the right for partial deliveries and their invoicing. BLACK BOX Deutschland GmbH is only entitled to expedite partial deliveries if
— the partial delivery can be used by the Buyer within the scope of its stipulated intended purpose,
— the delivery of the items outstanding is guaranteed, and

5.5 Delivery takes place ex warehouse, which at the same time functions as the place of delivery. On request and at the Buyer's own expense the items shall be delivered to an alternative destination (sale by dispatch). Unless stipulated otherwise, BLACK BOX Deutschland GmbH is entitled to determine the mode of shipment (particularly the forwarder, forwarding route, and packing).

— the Buyer does not incur considerable overheads or additional costs (unless BLACK BOX Deutschland GmbH agrees to absorb these costs).

5.6 In case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the time the item is handed over to the forwarder.

6. Availability Clause

BLACK BOX Deutschland GmbH shall not be liable for the impossibility of delivery or for delays in delivery if they have been caused by force majeure or other events unforeseen at the conclusion of the contract and beyond the responsibility of BLACK BOX Deutschland GmbH (e.g., any kind of breakdown, difficulties in material or energy supply, delays in transit, strikes, lawful lockouts, lack of manpower, energy or raw materials, difficulties in obtaining necessary official approvals,

If such events significantly obstruct the delivery or service on the part of BLACK BOX Deutschland GmbH or render them impossible, and if the obstruction is not just of temporary duration, BLACK BOX Deutschland GmbH is entitled to withdraw from the contract. Payments already received will be refunded by BLACK BOX Deutschland GmbH without delay after the withdrawal from the contract.

regulatory action, or the failed, wrong or delayed delivery by suppliers).

7.Terms of Payment:

7.1 Delivery is made against invoice. It shall be payable within 30 days after the invoice date without any deductions. Payment by cheque shall only be considered made when the cheque has been cleared, bills of exchange shall not be accepted.

7.2 The enforcement of a right of retention with claims arising from this or any other contract is not permissible.

7.3 Compensation with cross claims by the Buyer is permissible only if they are undisputed, accepted, or legally recognized.

7.4 If the Buyer is in default, BLACK BOX Deutschland GmbH is entitled to charge default interest at the rate of 8 percentage points above the base interest rate, but not less than 9 %, in addition to collection fees.

7.5 BLACK BOX Deutschland GmbH is entitled to verify the financial standing with customary means. Doubts as to the financial standing of the Buyer or circumstances and information indicating a bad business situation of the Buyer shall entitle BLACK BOX Deutschland GmbH to cancel afore-granted terms of payment, and to make further deliveries against prepayment or cash on delivery only.

7.6 Delivery to new customers is always against prepayment or cash on delivery. For cash on delivery shipments, fees at the rate of 0.3 % of the amount to be collected on delivery but no less than Euro 5.50 per delivery shall be chargeable.

8. Retention of Title

8.1 All goods delivered remain property (goods under retention of title) of BLACK BOX Deutschland GmbH, until all claims including claims in dispute arising from the business relation irrespective of legal ground and inclusive of default interest and prosecution fees have been fulfilled.

8.2 The Buyer shall be entitled to pass on the goods under retention of title in the ordinary course of business, passing on the retention of title (at least in its extended form), but shall not be permitted to use them as a pledge or chattel mortgage of any kind.

8.3 The Buyer shall inform third parties seizing the goods under retention of title of the title by BLACK BOX Deutschland GmbH and notify BLACK BOX Deutschland GmbH without delay.

8.4 The Buyer shall assign his claim from the passing-on of the goods under retention of title in the respective invoice value of the goods under retention of title in advance to BLACK BOX Deutschland GmbH at the point of order.

8.5 In the event of combining or mixing goods under retention of title with other goods, BLACK BOX Deutschland GmbH is entitled to the co-ownership of the new item or impersonal entity in the ratio of the invoice value of the goods under retention of title to the invoice value of other goods used.

9. Return Policy

9.1 Subject to the provisions of paragraph 9.1 sentence 3, the Buyer shall have the unconditional right to return all products offered in the official sales program (catalog) within 14 (fourteen) days from the date on the delivery note. The Buyer is liable for payment of a rewarehousing fee to the amount of 20 % of the purchase price in case of return to BLACK BOX Deutschland GmbH.

The right to return shall be excluded in the following cases:
a. Goods demonstrated to the Buyer by a representative of BLACK BOX Deutschland GmbH and handed over to the Buyer;
b. Custom-made items or items especially procured for the Buyer, in particular products that are not available in the official sales program (catalog);
c. Product combinations or product configurations specially arranged for the Buyer;
d. Software;
e. Cables of any kind;
f. Test- and measuring devices;
g. All products not labelled with BLACK BOX.

9.2 At the discretion of BLACK BOX Deutschland GmbH the invoice value of the goods excluding delivery charges and less rewarehousing fee as stipulated in paragraph 9.2 sentence 2 will either be refunded or offset against future deliveries. In this case the Buyer is obliged to obtain an approval of return letter from BLACK BOX Deutschland GmbH and send back the goods in perfect condition and in its original packing together with the approval of return letter.

9.3 The return shipment shall be arranged at one's own risk and costs. Damage or soiling not caused by BLACK BOX Deutschland GmbH shall be charged separately.

9.4 Return shipments that are incomplete (missing parts, missing accessories, missing handbooks or manuals, etc.) or not in their original packing shall be rejected at the expense of the Buyer.

9.5 Irrespective of the existence of the aforementioned right to return, Black Box Deutschland GmbH accepts all devices delivered after 13 August 2005 in accordance with § 10 Chapter 2 Electrical and Electronic Equipment Act [Elektrogesetz, ElektroG] on delivery (at the expense of the customer) for the purpose of disposal.

10. Defect of Quality, Defect of Title

10.1 Claims for defects of the Buyer require that he has duly met his obligation to inspect and give notice of defects as stipulated by law (§ 377 Code of Commercial Law [Handelsgesetzbuch, HGB]). In the event that a defect is revealed during the inspection or at a later date, BLACK BOX Deutschland GmbH is to be notified without delay. Notification within two weeks shall be deemed without delay; for the observance of the time limit the dispatch of the notification in good time shall be sufficient.

Notification shall be done in writing. Regardless of the aforementioned obligation to inspect and give notice of defects, the Buyer has to notify us of obvious defects (including wrong delivery or short delivery) within two weeks from the date of delivery; for the observance of the time limit the dispatch of the notice of defects in good time shall be sufficient. Notification shall be done in writing.
In case the Buyer fails to comply with the aforementioned notices of defects, BLACK BOX Deutschland GmbH denies liability for the defect not reported.

10.2 In the event that an item delivered is defective, it shall be at the discretion of BLACK BOX Deutschland GmbH whether the supplementary claims is satisfied by remedy of defect (rework) or by delivery of an item free of defects (replacement delivery). In the event of a replacement delivery the delivery shall be invoiced and the invoice for the defective item shall be cancelled as soon as BLACK BOX Deutschland GmbH has received the defective item.

10.3 BLACK BOX Deutschland GmbH shall be entitled to settle the supplementary claim on condition that payment of the amount due is made by the Buyer.

10.4 The Buyer has to give BLACK BOX Deutschland GmbH the time and the opportunity required to satisfy the supplementary claim, and in particular deliver the faulty goods for testing purposes.

Expenses incurred in connection with the supplementary claim, in particular transport, travel, labor and material costs shall be borne by BLACK BOX Deutschland GmbH. In case of a replacement delivery, the Buyer shall be obliged to return the defective item to BLACK BOX Deutschland GmbH in accordance with regulations.

10.5 In the event that the supplementary claim has failed or that a deadline set by the Buyer for the supplementary claim has expired without results or is legally superfluous, the Buyer shall be entitled to cancel the sales contract or reduce the purchase price. The right to withdraw shall not applicable in the event of a minor defect.

11. Other Liabilities

11.1 BLACK BOX Deutschland GmbH shall be liable for damages irrespective of legal ground in cases of intent or gross negligence.

11.2 In case of ordinary negligence BLACK BOX Deutschland GmbH shall only be liable
a. for damage due to loss of life, physical injury, or injury to health,
b. for damage on account of a breach of a material contractual duty (i.e., a duty whose performance is basis for the proper execution of the contract and on whose abidance the contractual partner has relied on regularly and may rely on); in this case the liability of BLACK BOX Deutschland GmbH is limited to the compensation of the foreseeable and typically occuring damage.

11.3 The limitations of liability resulting from the aforementioned paragraph shall not be valid if BLACK BOX Deutschland GmbH has fraudulently concealed a defect or has warranted the quality of the good. The same is valid for claims of the Buyer in accordance with the Product Liability Act [Produkthaftungsgesetz].

11.4 In all other cases liability to pay damages is excluded - irrespective of the legal nature of the claim asserted. In this respect, BLACK BOX Deutschland GmbH shall not be liable for any damage other than damage to the delivery item, in particular damage such as, e.g., loss of profit and other financial losses by the Buyer.

12. Limitation

12.1 Claims arising from defects of quality and defects of title are subject to a period of limitation of 24 months from the date of delivery. This does not affect special provisions regarding material claims for surrender of third parties (§ 438 Ch. 1 No. 1 Civil Code [Bürgerliches Gesetzbuch, BGB]), for buildings and building materials (§ 438 Ch. 1 No. 2 Civil Code [Bürgerliches Gesetzbuch, BGB]), for claims from suppliers' recourse (§ 479 Civil Code [Bürgerliches Gesetzbuch, BGB]),

12.2 For goods sold showing defects or damage after the expiry of the limitation period of 24 months, BLACK BOX Deutschland GmbH is prepared to correct the defects and damage in return for payment.

as well as for liability claims listed in paragraph 11, sections 1 and 2. In these cases the statutory provisions for limitation apply exclusively.

12.3 For damages owed to the Buyer by BLACK BOX Deutschland GmbH according to paragraph 11 due to or because of a defect, including competing non-contractual damage claims, the statutory provisions for limitation of the Sale of Goods Act (§ 438 Civil Code [Bürgerliches Gesetzbuch, BGB]) apply, provided that the application of the regular statutory limitation (

13. Export Controls and Licenses

13.1 Goods delivered to the Buyer by BLACK BOX Deutschland GmbH may require an export license under German, European, or foreign national law, especially U.S. law.

§ § 195, 199 Civil Code [Bürgerliches Gesetzbuch, BGB]) does not cause a shorter limitation period in a given case. In any case, the limitation periods stipulated in the Product Liability Act [Produkthaftungsgesetz] remain unaffected.

13.2 With regard to products obtained from BLACK BOX Deutschland GmbH and technology obtained from BLACK BOX Deutschland GmbH (e.g., technical documentation), the Buyer is obliged to observe and comply with all applicable laws and other regulations of the Foreign Trade Law, especially export control regulations as well as applicable trade embargos.

This affects both German and foreign national regulations, especially the regulations by the U.S. Export Administration and European law. Products obtained from BLACK BOX Deutschland GmbH and technology obtained from BLACK BOX Deutschland GmbH shall neither directly nor indirectly be resold, exported, re-exported, marketed, transferred, or otherwise distributed, without prior observance of all restrictions,
application for all administrative rulings necessary, and fulfillment of all formalities whose observance or compliance is required by the aforementioned laws, regulations, and other provisions.

13.3 The Buyer shall be obliged to bind all addressees of such products and technology from BLACK BOX Deutschland GmbH in the same way and inform them about the necessity to adhere to these laws and regulations. The Buyer selling goods obtained from BLACK BOX Deutschland GmbH to third parties hereby indemnifies BLACK BOX Deutschland GmbH against all liabilities resulting from provisions by regulatory authorities and export control regulations and absolves BLACK BOX Deutschland GmbH completely.

13.4 If possible, the Buyer shall obtain all permits, licenses, export and import papers required for the purchase of products ordered from BLACK BOX Deutschland GmbH by himself and at his own expense. As far as such permits, licenses, as well as export and import papers need to be procured by BLACK BOX Deutschland GmbH directly, the Buyer shall be obliged to absorb the costs incurred.

In this case the Buyer is obliged to inform BLACK BOX Deutschland GmbH in writing about special legal provisions of the country of destination that need to be observed in connection with the sale and the delivery of the goods.

13.5 For deliveries outside Germany the Buyer shall further be obliged to inform BLACK BOX Deutschland GmbH in writing at the earliest possible time but no later than the conclusion of the contract, if the use of the products and technology obtained from BLACK BOX Deutschland GmbH at military goods manufacturers or in the defence industry or any other military usage by the Buyer or third parties outside the European Union is intended or cannot be excluded.

Omission of a notification to this effect shall be taken as assurance by the Buyer that no such military use of products and technology obtained from BLACK BOX Deutschland GmbH will ensue in any of the countries mentioned.

13.6 If concrete information about the possible use according to paragraph 13.5 is available, BLACK BOX Deutschland GmbH shall be entitled to obtain a ruling by the Federal Office of Economics and Export Control [Bundesamt für Wirtschaft und Ausfuhrkontrolle, BAFA] concerning the need of approval of the delivery process or to demand the provision of such a ruling by the Buyer.

13.7 For the resale of the goods ordered from BLACK BOX Deutschland GmbH to third parties, the Buyer shall obtain all licenses and export and import papers required at his own expense.

For delays in delivery as a result of this, claims by the Buyer arising from the delay or other claims arising from the delay are excluded.

13.8 For deliveries abroad with duty unpaid at the request of the Buyer, the Buyer shall be liable to BLACK BOX Deutschland GmbH for possible additional claims by customs authorities.

14. Damages in Transit

In the case of transport damages visible on the outside of goods delivered by BLACK BOX Deutschland GmbH, the Buyer has to have the forwarder acknowledge this on the freight documents.

Other transport damages have to be reported to BLACK BOX Deutschland GmbH without delay, but no later than three days after receipt of the goods.

15. Collection, Processing and Use of Personal Data of Our Customers

15.1 BLACK BOX Deutschland GmbH uses your data for the processing of orders, the delivery of goods and the performance of services as well as the handling of payments (for purchase on account also to make the necessary checks).

15.2 We also use your data to communicate with you about your orders, products, services and marketing offers, as well as to update our data records and to maintain your customer accounts with us, and to recommend products or services that could be of interest to you.

15.3 Disclosure of information to the Credit Bureau [Schutzgemeinschaft für allgemeine Kreditsicherung, Schufa] or other economic information services for the purpose of credit checking and credit rating may occur.

15.4 In accordance with the Federal Data Protection Act [Bundesdatenschutzgesetz, BDSG] § 28 Ch. 4 and the Teleservices Data Protection Act [Teledienstedatenschutzgesetz, TDDSG] Ch. 3 you may object or withdraw your consent to the aforementioned use and/or processing of your data at any time by giving notification to BLACK BOX Deutschland GmbH.

15.5 Further information about the type, scope, place and purpose of the collection, processing and use of personal data required for the execution of orders and the registration for the email notification service is available in our privacy policy on the internet under www.black-box.de.

Upon receipt of your objection or withdrawal we will stop using and processing the data affected and will discontinue the delivery of advertising material, including our catalog, immediately.

16. Intellectual Property

16.1 BLACK BOX Deutschland GmbH reserves the rights on all designs, texts and graphics on the BLACK BOX Deutschland GmbH website. The duplication or any other reproduction of the website as a whole or of parts of this website is only permitted for the express purpose of placing an order at BLACK BOX Deutschland GmbH.

16.3 On request by BLACK BOX Deutschland GmbH, the Buyer has to return these items in full and destroy any duplicates made once they are not required any more in the due course of business or if negotiations did not lead to the conclusion of a contract.

17. Place of Performance and Place of Jurisdiction

17.1 85399 Hallbergmoos is the place of performance for all deliveries.

17.2 Munich is the place of jurisdiction for disputes between general merchants.