Terms & Conditions

General Terms and Conditions of Supply, ROPEX Industrie-Elektronik GmbH, Adolf-Heim-Straße 4, 74321 Bietigheim-Bissingen, last revised August 2023.

§ 1 Scope of application

These General Terms and Conditions of Supply (in the following: “Conditions of Supply”) apply to all contracts (in the following: “Contracts” or “Contract”) that ROPEX Industrie-Elektronik GmbH (in the following: “ROPEX”) enters into with companies within the meaning of § 14 German Civil Code (BGB), a legal entity under public law or a special fund under public law (in the following: “Customer(s)”) and apply in particular to Contracts for the sale of movable items and the delivery of items to be manufactured (in the following collectively: “Products”).
These Conditions of Supply apply exclusively. Any general terms and conditions of the Customer which deviate from them, are contrary to them or supplementary will only become part of the Contract if ROPEX has expressly agreed in writing that they apply. This consent requirement will apply in any case, for example, even if the Customer refers to its own general terms and conditions in the order and ROPEX does not expressly object to it.
The Conditions of Supply also apply as framework conditions to future offers and Contracts on the sale and/or the delivery of Products between ROPEX and the same Customer without ROPEX having to refer to them in each individual case.

§ 2 Offers, conclusion of contract, reservation of right to make changes

ROPEX’s offers are always subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period. ROPEX may accept orders within 14 calendar days of receipt.
The legal relationship between ROPEX and the Customer is governed solely by the written purchase contract, including these Conditions of Supply. The purchase contract fully reflects all understandings between the contractual parties on the subject of the Contract. Oral agreements made by ROPEX before this Contract was concluded are not legally binding; oral agreements are replaced by the written Contract, unless expressly agreed otherwise in each case.
Additions and amendments to the agreements, including these Conditions of Supply, must be in written form to be valid. Transmission by telecommunication, in particular by email, is sufficient to comply with the written form requirement.
ROPEX reserves its own property rights and copyrights to offers and cost estimates submitted and to illustrations, drawings, calculations and other files and documents provided. The Customer requires ROPEX’s express written consent before forwarding them to third parties.
Information on the subject matter of the delivery or service and representations of it by ROPEX, such as samples, illustrations and drawings, are not guaranteed characteristics and may contain customary deviations, unless they are expressly declared to be binding by ROPEX in writing. The Customer must return these items in full at ROPEX’s request and destroy any copies that may have been made if they are no longer required by the Customer in the ordinary course of business or if negotiations do not lead to the conclusion of a Contract. This does not include saving electronic copies of data for normal data back-up purposes.
ROPEX reserves the right to make changes to the Products which are minor changes or common practice, provided that it does not impair the contractual use of the Products. ROPEX is also entitled to modify the Products if this arises from a technical development of the production processes or of the Products, and the Customer can be reasonably expected to accept the modification.

§ 3 Prices, payment conditions and default with payment

Unless otherwise agreed in text form, ROPEX’s current prices “ex works” (EXW INCOTERMS 2020) at the time the Contract is concluded apply, plus packaging, applicable statutory VAT and other taxes, duties, levies and charges.
If one or more of the factors (i) energy costs, (ii) transport costs and/or (iii) costs for raw materials and supplies (collectively the “Cost Factors”) increase in the period between when the Contract is concluded and the delivery date (the “Change Period”) and it leads to an increase in the acquisition costs or manufacturing costs for the Product by at least 3%, ROPEX is entitled to adjust the prices by the amount by which the acquisition costs or manufacturing costs for the Product have increased. If Cost Factors have decreased during the Change Period, it will be taken into account accordingly in the price adjustment. ROPEX will state the nature and amount of the change in the Cost Factors if there is a price adjustment. If the price increase is more than 10% of the originally agreed price, the Customer has a contractual right of rescission, which it must assert within 7 calendar days after receiving the request for the price increase.
Unless otherwise agreed in writing, invoices are due within 14 calendar days of delivery (or receipt by the Customer of notification that goods are ready for collection) and receipt of the invoice by the Customer. Payments must be made by bank transfer unless otherwise agreed in text form.
The Customer is automatically in default with payment upon expiry of a payment deadline, unless it is not responsible for failure to make payment. During the period of default, interest will accrue on the purchase price at the statutory default interest rate. The standard statutory default fee will be added. ROPEX reserves the right to assert further losses incurred as a result of default and – in relation to merchants – statutory interest on arrears (§§ 352, 353 German Commercial Code (HGB)).
Even if notification of defects has been made, the Customer is only entitled to set-off and retention if its claims against ROPEX have been declared final and absolute or are undisputed.
If the financial circumstances of the Customer deteriorate or change significantly after the Contract has been concluded and it puts ROPEX’s claim to consideration at risk, or if such a situation already existed at the Customer when the Contract was concluded but ROPEX only became aware of it subsequently, ROPEX may refuse to provide performance until consideration has been provided. In such cases ROPEX can set a reasonable deadline for the Customer to provide the consideration or
security concurrently in return for its own performance. If the Customer fails to provide the consideration or security ROPEX is entitled to rescind the Contract and, in the case of recurring obligations, to terminate the Contract. Other rights of ROPEX remain unaffected.

§ 4 Delivery dates and performance periods

Delivery dates and performance periods stated by ROPEX are always only approximate unless a fixed period or date has been expressly promised or agreed in writing. Commencement of the delivery period stated by ROPEX is subject to all technical issues having been clarified between the parties. If it has been agreed that goods will be shipped, delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier or other third party entrusted with transport, unless expressly stated otherwise by ROPEX.
Delivery dates and performance periods will be extended if the Customer fails to fulfil its duties to cooperate on time.
ROPEX is not liable if it is not possible to deliver or there is a delay of delivery caused by force majeure or other external circumstances that are not business related, were unforeseeable at the time the Contract was concluded and were unavoidable even if a reasonable level of care has been exercised (e.g. operational disruptions of any kind, difficulties in the procurement of material or energy, transport delays, strikes, lawful lockouts, shortages of staff, energy or raw materials, difficulties in obtaining the necessary official permits, pandemics or epidemics, official measures or the non-delivery, incorrect delivery or late delivery by suppliers despite ROPEX having concluded a congruent covering transaction). ROPEX may rescind the Contract if such events make it considerably more difficult or impossible for ROPEX to deliver or provide performance and if the impediment is not only temporary in duration. If impediments are temporary, the periods and dates for delivery or performance will be extended or postponed by the duration of the impediment plus a reasonable start-up period. If the Customer cannot be reasonably expected to accept the delivery or performance due to the delay, it may rescind the Contract by sending ROPEX a written declaration without undue delay.
If ROPEX is in default with a delivery or performance or if a delivery or performance becomes impossible for whatever reason, ROPEX’s liability for compensation is limited in accordance with § 11 of these Conditions of Supply.

§ 5 Delivery and transfer of risk

Deliveries are made “ex works” (EXW INCOTERMS 2020), which is also the place of performance for the delivery and any subsequent performance, unless otherwise agreed in writing.
Partial deliveries are permissible if
- - a. the partial delivery can be used by the Customer within the scope of the intended contractual purpose,
- - b. it is ensured that the remaining goods which were ordered will be delivered and
- - c. the Customer does not incur any significant additional expenses or costs as a result (unless ROPEX agrees to bear these costs).
If, as an exception, shipment by ROPEX has been agreed ROPEX will ship the Products to the destination specified by the Customer. In this case the costs – including the packaging costs – will be borne by the Customer. ROPEX is entitled to specify the type of shipment (in particular, the transport company and transport method) and the packaging at its due discretion. In cases described in sentence 1 of this subsection, the risk will pass to the Customer no later than when the Products are handed over to the freight forwarder, carrier, or other party responsible for transport. On express request from the Customer and at its cost, ROPEX will insure the shipment to cover theft, damage due to breakage, transport, fire and water.
If delivery by ROPEX has been agreed as an exception, the Customer must provide skilled personnel and any necessary technical equipment (e.g. forklift truck) in good time to facilitate unloading in accordance with the Contract. The Customer must ensure that the transport vehicle can have direct access to the unloading area and can be unloaded there without undue delay. If these conditions are not satisfied the Customer must bear the extra expenses and loss incurred as a result.
If the Customer fails to observe its duties of cooperation or if there is default in acceptance, the risk of accidental loss and accidental deterioration of the products will transfer to the Customer.

§ 6 Customer’s duties of cooperation

The Customer is responsible for the correctness and completeness of the information provided by the Customer in the context of the offer procedure or the Contract. This includes in particular specifications, sketches, drawings and descriptions. If the material is provided by the Customer, the Customer will ensure that the material is free of defects and suitable for the measures to be implemented.
If the Customer breaches its duty to cooperate and acceptance of the Product is delayed as a result or if it is in default of acceptance, the Customer must bear the additional expenses incurred as a result, unless it is not responsible for this. These include, in particular, storage costs of at least 0.5% of the net invoice amount of the relevant delivery for each month or part thereof, and any other loss incurred. ROPEX reserves the right to claim and provide proof of further additional expenses. The Customer has the right to prove that ROPEX did not incur additional expenses or that they were significantly lower.
If overtime, night work or work on Sundays and public holidays is necessary for the provision of services by ROPEX due to a breach of duty on the part of the Customer, the Customer is obliged to reimburse the additional expenses actually incurred by ROPEX (e.g. surcharges stipulated in employment contracts), unless the Customer is not responsible for the breach of duty. Other rights of ROPEX remain unaffected.

§ 7 Reservation of title

ROPEX will retain title in the Products supplied to the Customer (in the following “Reserved Goods”) until the purchase price has been paid in full and all other claims against the Customer arising from the business relationship between the parties and existing at the time the Contract was concluded have been settled.
The Customer is entitled to process and sell the Reserved Goods in the ordinary course of business until an rescission event occurs. Pledges and transfers by way of security are not permitted.
If the Reserved Goods are combined or irreversibly mixed with other items which do not belong to ROPEX, ROPEX will acquire co-title in the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of such combining or mixing. If the combining or mixing takes place in such a way that the Customer’s item must then be regarded as the main item, it will be deemed agreed that the Customer will transfer co-title to the new item to ROPEX on a pro rata basis based on the value of the Reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of such combining or mixing. ROPEX hereby accepts the transfer.
Any processing of or modification to the Reserved Goods by the Customer will always be carried out for ROPEX. If the Reserved Goods are processed with other items which do not belong to the Customer, ROPEX will acquire co-title in the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other items processed at the time of such processing.
The Customer will keep the Reserved Goods in which ROPEX has sole or co-title for ROPEX free of charge. The Customer must treat the Reserved Goods with care; in particular it will insure them sufficiently against fire, water and theft at replacement value at its own cost. The Customer must inform ROPEX without undue delay in writing of any damage, destruction or loss of the Reserved Goods.
The Customer hereby assigns to ROPEX any claims from the sale of the Reserved Goods irrespective of whether they have been further processed, combined or mixed in the amount of ROPEX’s claim from the Contract for the Product. ROPEX hereby accepts this assignment. The Customer has a revocable right to collect the assigned claims. ROPEX’s right to collect the claim remains unaffected. ROPEX will not collect the claims itself and will not revoke the authorisation to collect the claims as long as the Customer duly meets its payment obligations and does not fall into default with payment. If there is a legitimate reason to do so, the Customer must notify its customers of the assignment at ROPEX’s request and provide ROPEX with any information and documents which it needs to assert its own rights.
If the Reserved Goods are to be used at a place outside the Federal Republic of Germany, the Customer is required to inform ROPEX without undue delay of all statutory requirements which must be met in order for ROPEX’s reservation of title to apply and be maintained and, without undue delay (i) to satisfy the requirements itself at its own cost to the extent legally possible or (ii) to assist ROPEX in satisfying the requirements at its own cost.
If the law at the place where the Reserved Goods are to be used does not recognise ROPEX’s reservation of title but the law at the place where the Reserved Goods are to be used does allow ROPEX to retain a comparable security interest in the Reserved Goods, this security interest will be deemed to be agreed accordingly and ROPEX may exercise this security interest. Within the framework of what is reasonable, the Customer will cooperate with ROPEX in taking measures which ROPEX wishes to carry out to protect its right of title or, in place of that, to protect another security interest.
In the event that the Reserved Goods are seized or if there are other measures by third parties in respect of the Reserved Goods, the Customer must inform the parties concerned without undue delay of ROPEX’s ownership and notify ROPEX in writing without undue delay to enable ROPEX to protect its title to the Reserved Goods. The Customer will be liable to ROPEX for these costs if the third party is not able reimburse ROPEX for court costs or out-of-court costs incurred in this context.
If ROPEX rescinds the Contract in the event of a breach of Contract by the Customer – in particular default with payment – ROPEX is entitled to demand the return of the Reserved Goods (rescission event).

§ 8 Material defects

The Customer will inspect the Products without undue delay after receipt provided this is possible in the usual course of business and will inform ROPEX in writing of any obvious defects without undue delay, at the latest however within five working days of delivery. The Customer must notify ROPEX in writing and without undue delay of any defects which were not recognisable in the context of its due incoming goods inspection, at the latest within three working days after discovering the defects. Otherwise the Products delivered will be deemed to have been accepted unless the defect was maliciously concealed by ROPEX.
If shipment by ROPEX has been agreed as an exception, and the delivery is incomplete or transport damage is visible, the Customer must notify the transport company of this upon delivery. Transport damage which is not visible from the outside must be reported to the transport company without undue delay in text form (e.g. by fax, letter or e-mail) within seven calendar days after delivery. ROPEX must always be informed of any such reports that are made.
ROPEX’s liability for defects is primarily based on the agreement made on the quality and the presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer’s specifications that are the subject matter of the individual Contract or that were publicly disclosed by ROPEX at the time of the Contract was concluded are deemed to be an agreement on quality in this sense. If there is not an agreement on the quality, it is to be assessed according to the statutory regulation on whether or not a defect exists (§ 434 (3) German Civil Code (BGB)). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, take precedence over statements made by other third parties.
For goods with digital elements or other digital content, ROPEX owes the provision and, if applicable, the updating of the digital content only insofar as it expressly arises from an agreement on quality pursuant to 3. ROPEX does not accept any liability for public statements made by the manufacturer or other third parties in this respect.
In the event of material defects, ROPEX is entitled to provide subsequent performance within a reasonable grace period. ROPEX may choose the type of subsequent performance. ROPEX’s right to refuse subsequent performance subject to the statutory conditions remains unaffected.
The Customer must give ROPEX the time and opportunity required for the subsequent performance owed, and in particular provide it with the rejected goods for inspection purposes. In the event of a replacement delivery, the Customer must return the defective item to ROPEX at ROPEX’s request in accordance with the statutory provisions; however, the Customer does not have a right to return it. In the event of subsequent performance ROPEX is obliged to pay necessary costs for subsequent performance, in particular transport costs and material costs to the extent that such costs are not increased by the defective Product being taken to a location other than the place of performance, unless the change in location corresponds to the agreed use of the Product. Subsequent performance does not include the dismantling, removal or disassembly of the defective item or the installation, fitting or assembly of a defect-free item if ROPEX was not originally required to perform these services. If ROPEX was not originally required to install the Product, subsequent performance will not include removal of the defective Product or re-installation of the defect-free Product. In this case, costs for removal and installation are not costs of subsequent performance Therefore, they can at best be asserted in the context of a claim for compensation, and are not to be borne by ROPEX in the context of subsequent performance.
There are no claims for defects if the condition of the Product deteriorates due to unsuitable or inappropriate use or storage, unsuitable or improper transport or wrong or negligent treatment by the Customer or if deterioration results from change which is typical for the nature and functionality of the Products (e.g. wear and tear typical for the Product).
Claims of the Customer for reimbursement of expenses according to § 445a (1) German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a sale of consumer goods (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 (5), 327u BGB). The Customer is only entitled to compensation in accordance with the provision in § 11 below of these Conditions of Supply.

§ 9 Legal defects

In as far as rights of third parties prevent the contractual use of the Products the Customer must inform ROPEX in text form without undue delay of the assertion of such rights of third parties and grant ROPEX all powers of attorney and powers required to defend the Products against the rights of third parties asserted at its own costs.
In as far as the rights of third parties prevent the contractual use of the Products ROPEX will, at its discretion, take appropriate measures to eliminate the rights of third parties or the assertion thereof, procure the rights of use from the third party for the Customer at its own cost or replace the Products in such a manner that they no longer infringe the rights of third parties if and in as far as this does not impair the compliance of the Products with the Contract.
The Customer is entitled to rescind the Contract or reduce the purchase price if it cannot be reasonably expected to accept subsequent performance pursuant to § 92 of these Conditions of Supply, if ROPEX unjustifiably refuses such subsequent performance or if ROPEX does not comply with the request to render subsequent performance within a reasonable period set by the Customer. The Customer may not rescind the Contract if the impairment of the contractual use of the Products is merely insignificant.
Claims of the Customer against ROPEX arising from infringement of third-party property rights or copyrights are excluded if the infringement is attributable to an instruction issued by the Customer, a modification initiated by the Customer or use of the Products by the Customer in a manner which is inconsistent with the Contract.
The Customer only has a right of recourse against ROPEX pursuant to § 445a German Civil Code (BGB) on the grounds of legal defects if the end-customer is a consumer.
A claim for compensation can only be made in accordance with the provisions set out in § 11 of these Conditions of Supply and insofar as ROPEX knew or should have known of the conflicting third-party rights.

§ 10 Limitation period for claims for defects

The limitation period for claims based on material defects and legal defects will become statute-barred 12 months after delivery of the Products to the Customer, or if acceptance is required, from acceptance. This does not apply (i) to any claims covered by § 12 of these Conditions of Supply, (ii) to cases pursuant to §§ 438 (1) nos. 1 and 2 German Civil Code (BGB) and (iii) to cases of recourse pursuant to §§ 445a, 445b BGB in conjunction with § 478 BGB; the statutory provisions on limitation periods apply to cases (i) to (iii).

§ 11 Liability

Unless otherwise set out in these Conditions of Supply (including this § 11), ROPEX is liable for a breach of contractual duties and non-contractual duties as provided for by statute.
ROPEX has unlimited liability – for any legal reason whatsoever – for compensation for losses caused by any intentional (vorsätzlich) or grossly negligent (grob fahrlässig) breach of duty by ROPEX or by any of ROPEX’s legal representatives or vicarious agents.
In the event of a merely simple or slightly negligent breach of duty by ROPEX or one of ROPEX’s legal representatives or vicarious agents (subject to a milder level of liability pursuant to statute, e.g. for diligence in one’s own matters or for insignificant breaches of duty) ROPEX is only liable’
- - a. without limitation for resultant losses arising from injury to life, limb or health.
- - b. for losses arising from a breach of material contractual obligations. Material contractual obligations are those obligations which are essential for proper performance of the Contract and on the fulfilment of which the Customer regularly relies and is entitled to rely. In these cases, however, ROPEX’s liability will be limited to losses which are typical of this type of Contract and which were foreseeable at the time the Contract was concluded.
The liability limitations pursuant to 3 do not apply if ROPEX has fraudulently concealed a defect, provided a guarantee on condition or quality or assumed a procurement risk. In addition, this has no effect on any mandatory statutory liability, including but not limited to, under the German Product Liability Act (ProdHaftG).
Where ROPEX’s liability is excluded or limited, the same will apply to any personal liability of ROPEX’s corporate bodies, legal representatives, employees, staff and vicarious agents. Subject to all other conditions of its liability and the liability of ROPEX, the Customer may only claim from ROPEX contractual penalties or liquidated damages owed by the Customer to third parties in connection with goods delivered by ROPEX if this has been expressly agreed with ROPEX or if the Customer informed ROPEX of this risk in writing prior to conclusion of the Contract.

§ 12 Confidentiality obligation

The Customer undertakes not to disclose or otherwise make available to third parties during or after termination of our business relationship ROPEX’s business secrets and trade secrets, in particular all illustrations, drawings, designs, presentations, analyses, calculations, manufacturing processes, assembly procedures, marketing strategies, product compositions and our other know-how (“Confidential Information”) which become known to it in the course of the performance or execution of a Contract. Information of this type will be deemed to be confidential even if not specifically designated as such. The Customer may only use Confidential Information for the purpose of executing a Contract and will only disclose it or make it available to employees to the extent necessary for the purpose of executing a Contract. The Customer will also impose these obligations on these employees.
As an exception, the confidentiality obligation does not apply to data and information (i) which at the time of disclosure to the Customer were in the public domain or entered the public domain after this time without this being the result of a breach of a confidentiality obligation, (ii) which at the time of disclosure to the Customer were already in the Customer’s lawful possession without the Customer being under a confidentiality obligation in this regard, (iii) which the Customer lawfully received from a third party without being placed under a confidentiality obligation, (iv) which the Customer independently discovered without using the Confidential Information, or (v) which the Customer is required to disclose on grounds of statutory or regulatory obligations, whereby the Customer must inform ROPEX without undue delay of this obligation to disclose the Confidential Information. The Customer bears the burden of proof that the exceptions under (i) to (v) are met.
All rights in the Confidential Information remain with ROPEX. No provision of these Conditions of Supply may be expressly or implicitly understood to mean a transfer of a right or the granting of a licence with regard to the Confidential Information.
The confidentiality obligation will survive the termination of the Contract. The confidentiality obligation only expires if and to the extent the Confidential Information has become generally known.
The Customer may not reverse engineer items of ROPEX, in particular prototypes, samples and Products. The Customer will not, in particular, analyse or dismantle items of ROPEX in order to gather information on the properties, composition and components of the items or about the interaction of the components.
At ROPEX’s request, but at the latest when the collaboration between the parties ends, the Customer must return to ROPEX all items, records, documents and files (regardless of the storage medium) owned by ROPEX and any reproductions thereof, or, at ROPEX’s request, irretrievably destroy them and confirm in writing that it is no longer in possession of items, records, documents and files (regardless of the storage medium) owned by ROPEX and any reproductions thereof.
Special confidentiality agreements and the statutory regulations on protecting secrets remain unaffected. Any confidentiality agreement concluded will take precedence over § 12 of these Conditions of Supply.

§ 13 Choice of law and place of jurisdiction

These Conditions of Supply and the Contracts are governed by the laws of the Federal Republic of Germany; the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Exclusive place of jurisdiction for all disputes regarding rights and duties arising from these Conditions of Supply and the Contracts, including their validity, is the registered office of ROPEX. ROPEX is, however, also entitled to assert a claim against the Customer at its general place of jurisdiction. This provision has no effect on mandatory statutory provisions, in particular on exclusive places of jurisdiction.

§ 14 Other provisions

ROPEX’s data privacy policy is available under https://www.ropex-group.com/privacy/. Customer data is stored in accordance with the statutory provisions, details of which can be found in ROPEX’s data privacy policy.
The Customer is not entitled to assign or transfer claims arising from the Contracts to third parties without ROPEX’s prior written consent. § 354 a German Commercial Code (HGB) remains unaffected.
Any amendments and additions to these Conditions of Supply must be in written form to be valid. This also applies to amendments to the written form clause.
If any provision(s) of these Conditions of Supply are or become invalid or unenforceable, this will not affect the validity of the other provisions of these Conditions of Supply. The same applies if these Conditions of Supply do not contain a provision that is actually necessary. The parties will replace the invalid or unenforceable provision with a provision which is permitted by statute and enforceable, which in economic terms reflects as closely as possible the essence and purpose of the invalid or unenforceable provision. If these Conditions of Supply are incomplete, the parties will enter into an agreement with the content they would have agreed upon had they been aware of the omission when they entered into these Conditions of Supply.