General Terms and Conditions

of SEIPP Handelsgesellschaft für Elektrotechnik mbH
Raiffeisenstraße 8-10, 35428 Langgöns, Germany

 

Version: 14.04.2025

1. General Provisions

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all current and future contracts between SEIPP Handelsgesellschaft für Elektrotechnik mbH (hereinafter "SEIPP") and its business partners (hereinafter "Customer"), unless expressly excluded by SEIPP in writing. This version of the GTC comes into effect on 01.05.2025 and replaces the previous GTC (Version 10.11.2023). Additional obligations undertaken do not affect the validity of these GTC.

1.2 Deviating terms and conditions of the Customer are hereby rejected. Such conditions shall not obligate SEIPP even if SEIPP does not expressly object to them again or provides or accepts services without reservation.

1.3 SEIPP reserves the right to withdraw from the contract if reasonable doubts arise concerning the Customer's solvency or creditworthiness (e.g., refusal of advance payment based on corresponding indications) and the Customer fails to provide adequate security despite being requested to do so. Claims by the Customer arising from this are excluded, unless the withdrawal is due to fault on the part of SEIPP.

1.4 These GTC apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law.

1.5 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

1.6 The term "claims for damages" in these GTC also includes claims for reimbursement of futile expenses (§ 284 BGB).

2. Conclusion of Contract, Deliveries

2.1 Offers from SEIPP are non-binding and without obligation unless expressly marked as binding. Orders placed by the Customer are binding. Unless otherwise agreed, a contract is only concluded upon written order confirmation by SEIPP or by the execution of the delivery. Oral or telephone agreements, amendments, or ancillary agreements require written confirmation by SEIPP to be effective.

2.2 Documents pertaining to offers, such as illustrations, drawings, weight and dimension specifications, are only approximate unless expressly designated as binding.

2.3 Deliveries shall be made FCA Langgöns (Incoterms® 2020), Federal Republic of Germany, excluding ancillary costs, unless otherwise agreed. Langgöns is the place of performance for the delivery and any subsequent performance.

2.4 Compliance with delivery periods requires the timely receipt of all documents, approvals, releases to be provided by the Customer, as well as compliance with the agreed payment terms and other obligations by the Customer. If these prerequisites are not met in time, the periods shall be extended appropriately, unless SEIPP is responsible for the delay.

2.5 Delivery periods are only binding if expressly agreed upon in writing as such. SEIPP endeavors to comply with them, but they are subject to the reservation of timely and proper self-delivery by upstream suppliers. Partial deliveries are permissible insofar as they are reasonable for the Customer.

2.6 SEIPP is not liable for the impossibility of delivery or for delivery delays caused by force majeure or other events unforeseeable at the time of contract conclusion for which SEIPP is not responsible. This includes in particular:

• Operational disruptions of all kinds, mobilization, war, acts of terrorism, riots, strikes, lockouts;

• Viruses or other attacks by third parties on SEIPP's IT system, provided these occur despite adherence to customary diligence in protective measures;

• Obstacles due to German, US, or other applicable national, EU, or international foreign trade law regulations or due to other embargoes or sanctions;

• Incorrect or untimely delivery by own suppliers, if SEIPP has concluded a congruent covering transaction and SEIPP is not responsible for the non-delivery;

• Other circumstances for which SEIPP is not responsible.

If such events make the delivery or service significantly more difficult or impossible for SEIPP and the hindrance is not merely temporary, SEIPP is entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or service periods shall be extended, or the delivery or service dates shall be postponed by the duration of the hindrance plus a reasonable start-up period. Claims for damages by the Customer are excluded in these cases.

2.7 In the event of a delivery delay for which SEIPP is responsible, the Customer may withdraw from the contract in accordance with statutory provisions after having unsuccessfully set SEIPP a reasonable grace period, unless setting a deadline is dispensable according to law. This does not entail a change in the burden of proof to the detriment of the Customer.

2.8 SEIPP may demand a declaration from the Customer within a reasonable period whether they withdraw from the contract due to the delay in delivery or insist on delivery.

2.9 For domestic orders with a net goods value below €150, a minimum quantity surcharge/flat-rate processing fee will be charged, resulting in a minimum order value of €150 net. For foreign orders with a net goods value below €350, a minimum order value of €350 net applies accordingly. For orders of ball bearing shims with a net goods value below €150, a minimum order value of €150 net applies accordingly.

3. Packaging, Dispatch, Transfer of Risk

3.1 Unless otherwise agreed, SEIPP shall choose the packaging, method of dispatch, and dispatch route at its due discretion. SEIPP's liability in this respect is limited to intent and gross negligence.

3.2 For dispatch using SEIPP's own vehicles, a flat-rate shipping/packaging fee of €3.00 net will be charged.

3.3 Packaging material provided by SEIPP will be charged to the Customer. As standard, packages are filled with paper wool. Upon request, filling with packing chips is possible; this will be charged separately at €4.00 net.

3.4 Dispatch takes place according to Clause 2.3 FCA Langgöns. The risk passes to the Customer upon handover of the goods to the forwarder, carrier, or other person or institution designated to carry out the dispatch. This also applies to partial deliveries or if SEIPP has assumed other services (e.g., shipping costs). If dispatch is carried out by SEIPP vehicles, the risk passes to the Customer upon completion of loading, provided the Customer or a person authorized by them accepts the goods. Toll and transport insurance costs are generally charged to the Customer, unless otherwise agreed. No freight compensation is granted for self-collection by the Customer.

3.5 In accordance with the German Packaging Act (VerpackG), SEIPP is not obliged to take back transport packaging from the Customer, unless it is reusable packaging.

3.6 If dispatch or handover is delayed due to a circumstance attributable to the Customer (e.g., default of acceptance), the risk passes to the Customer from the day the goods are ready for dispatch and SEIPP has notified the Customer thereof. Storage costs after the transfer of risk shall be borne by the Customer. If stored by SEIPP, the storage costs amount to 0.5% of the invoice amount of the delivery items to be stored per expired week. The assertion and proof of further or lower storage costs remain reserved.

3.7 Returnable packaging provided by SEIPP on loan (e.g., reels, containers, pallet collars, etc.) remains the property of SEIPP. A deposit will be charged for this, which becomes due with the invoice. The loan material must be treated carefully by the Customer and returned to SEIPP immediately after emptying, but no later than within 3 months, freight prepaid and in usable condition. SEIPP must be notified of the return in advance. Upon timely receipt in perfect condition, 80% of the deposit will be credited to the Customer. The claim for credit of the deposit expires 6 months after delivery.

3.8 Upon return of loan packaging according to Clause 3.7, the following processing fees may apply depending on the credit value:

• Credit value under €50: €7.50 net

• Credit value under €100: €5.00 net

• Credit value from €150: €2.50 net

3.9 Upon return of scrap copper, the following processing fees may apply depending on the gross weight:

• Under 50 kg: €7.50 net

• Under 100 kg: €5.00 net

• From 150 kg: €2.50 net

4. Prices and Payment Terms

4.1 The prices stated in SEIPP's order confirmation are decisive, otherwise SEIPP's price list valid at the time of delivery applies. Prices are FCA Langgöns (Clause 2.3) plus packaging, freight, toll, insurance, and other shipping costs as well as the applicable statutory value-added tax (VAT). Prices for enamelled copper wires are base prices (excluding metal value), unless otherwise stated (cf. Clause 8). Payments must be made in EURO without deduction and free of charge for SEIPP.

4.2 Invoices are payable within 30 days of the invoice date without deduction (net cash). For new customers, SEIPP reserves the right to deliver only against advance payment. The date of receipt of payment by SEIPP is decisive for the timeliness of payment.

4.3 Credit notes must be deducted by the Customer from the due invoice amounts.

4.4 The Customer is only entitled to set-off or retention if their counterclaims are legally established, undisputed, or recognized by SEIPP. In the event of defects in the delivery, the Customer's counter-rights, in particular their right to retain a portion of the purchase price proportionate to the defect, remain unaffected.

4.5 If the payment deadline is exceeded, the Customer falls into default without further reminder. SEIPP is entitled to demand default interest at a rate of 9 percentage points above the respective base interest rate p.a. (§ 288 Para. 2 BGB). The assertion of further damages caused by default remains unaffected.

4.6 If SEIPP becomes aware of circumstances after conclusion of the contract that are suitable to significantly reduce the Customer's creditworthiness (e.g., cessation of payments, insolvency application), SEIPP is entitled to execute outstanding deliveries only against advance payment or provision of security (§ 321 BGB). In such cases, SEIPP can also declare all claims arising from the ongoing business relationship immediately due.

4.7 If the Customer defaults on payment obligations and maintains a metal credit balance (copper account) with SEIPP, SEIPP is entitled to realize this balance to satisfy the monetary claim. SEIPP may convert the metal credit balance into a monetary credit balance at the daily rate (precious metal surcharge for copper according to Clause 8.1) on the day the right of realization is asserted, with value date as the original day of collection/delivery of the metal. From this monetary credit balance, SEIPP may deduct the incurred costs (e.g., collection, weighing, processing) at a flat rate of 15% of the monetary credit balance, as well as a processing fee of €25 net for issuing the credit note. The remaining monetary credit balance will be offset against the due monetary debt (§§ 387 ff. BGB). In case of default, all other claims of SEIPP against the Customer (monetary and metal claims) become immediately due. Existing metal debts may be converted into monetary debts at the daily rate (precious metal surcharge for copper + VAZ according to Clause 8.1) on the day they become due.

5. Retention of Title

5.1 If SEIPP accepts metal provided by the Customer (e.g., scrap copper) for reprocessing, the metal content is credited based on the weight determined upon receipt by SEIPP and the agreed quality. If this metal is processed or transformed by SEIPP, ownership of the newly manufactured item passes to SEIPP according to § 950 BGB, without any obligation arising for SEIPP from this. The Customer's contractual claim for compensation for the metal value remains; this compensation, unless otherwise agreed, occurs exclusively through credit to a metal account (e.g., copper account according to Clause 8) and not in cash.

5.2 All goods delivered by SEIPP remain the property of SEIPP (reserved goods) until full payment of all claims by SEIPP arising from the business relationship with the Customer, including ancillary claims and balance claims from current accounts.

5.3 The Customer is obliged to treat the reserved goods with care and to insure them adequately at replacement value against fire, water, and theft damage at their own expense.

5.4 The Customer may neither pledge the reserved goods nor assign them as security. The Customer must notify SEIPP immediately in writing if and to the extent that third parties access the reserved goods (e.g., attachments) or an application for the opening of insolvency proceedings concerning their assets is filed. The Customer must inform the third party of SEIPP's ownership. If the third party is unable to reimburse SEIPP for the judicial and extrajudicial costs of an intervention, the Customer shall be liable for these costs.

5.5 The Customer is entitled to resell and/or process the reserved goods in the ordinary course of business as long as they are not in default of payment.

a) The processing or transformation (§ 950 BGB) of the reserved goods by the Customer is always carried out for SEIPP as manufacturer, but without obligation for SEIPP. If SEIPP's (co-)ownership expires through processing, it is hereby agreed that the Customer's (co-)ownership of the unified item passes to SEIPP pro rata based on value (invoice value). The Customer shall store SEIPP's (co-)property free of charge.

b) If the reserved goods are processed with other items not belonging to SEIPP, SEIPP acquires co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount incl. VAT) to the other processed items at the time of processing. If the reserved goods are inseparably mixed or combined (§§ 947, 948 BGB) with other items not belonging to SEIPP, SEIPP acquires co-ownership according to statutory provisions. If the Customer transfers co-ownership to SEIPP through combination or mixing, they shall store it for SEIPP free of charge. The provisions applicable to the reserved goods shall also apply accordingly to the item created through processing, combination, or mixing.

c) The Customer hereby assigns all claims arising from the resale of the reserved goods (including balance claims from current accounts) to SEIPP as security in the amount of the final invoice amount (incl. VAT) of the reserved goods; SEIPP accepts this assignment. This applies regardless of whether the reserved goods were resold without or after processing. If the reserved goods are sold together with other goods not belonging to SEIPP, the claim is deemed assigned only in the amount of the value of the reserved goods.

d) The Customer remains authorized to collect the assigned claims alongside SEIPP. SEIPP undertakes not to collect the claim as long as the Customer meets their payment obligations, is not in default of payment, no application for the opening of insolvency proceedings has been filed, and there is no other deficiency in their ability to perform. If this is the case, however, SEIPP may demand that the Customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. SEIPP's authority to collect the claim itself remains unaffected.

5.6 If the realizable value of the securities exceeds SEIPP's claims to be secured by more than 10%, SEIPP shall release securities of SEIPP's choice upon the Customer's request.

5.7 If the Customer fails to meet their contractual obligations, particularly in case of payment default, SEIPP is entitled to take back the reserved goods or, if applicable, demand assignment of the Customer's claims for recovery against third parties. The taking back as well as the pledging of the reserved goods by SEIPP does not constitute a withdrawal from the contract, unless SEIPP expressly declares this in writing. SEIPP is entitled to realize the returned reserved goods after prior warning; the proceeds from realization shall be credited against the Customer's liabilities – less reasonable realization costs. The Customer irrevocably permits SEIPP to enter their business and storage premises for the purpose of repossession.

5.8 All costs incurred by SEIPP through the assertion of rights arising from the retention of title shall be borne by the Customer.

6. Material Defects / Warranty

6.1 The Customer's rights in case of material and legal defects (including incorrect and short delivery) are governed by statutory provisions, unless otherwise stipulated below. The primary basis for liability for defects is the agreement reached on the quality of the goods. All product descriptions that are the subject of the individual contract are considered agreements on quality; it makes no difference whether the product description originates from the Customer, the manufacturer, or SEIPP. If the quality has not been agreed upon, it shall be assessed according to the statutory regulation whether a defect exists (§ 434 Para. 1 S. 2 and 3 BGB). Otherwise, delivery shall be made according to relevant DIN standards or comparable standards.

6.2 The Customer's claims for defects presuppose that they have fulfilled their statutory obligations to inspect and notify defects (§§ 377, 381 HGB - German Commercial Code). The goods must be inspected carefully immediately upon delivery. Obvious defects must be reported to SEIPP in writing without delay, but no later than within seven calendar days after delivery. Non-obvious defects must be reported in writing immediately upon discovery, but no later than within the warranty period (Clause 6.7). If the Customer fails to conduct the proper inspection and/or notify defects, SEIPP's liability for the defect not reported, or not reported in time, or not reported properly, is excluded according to statutory provisions.

6.3 Defects must be reported before processing or resale of the goods.

6.4 If the delivered item is defective, SEIPP may initially choose whether subsequent performance is rendered by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). SEIPP's right to refuse subsequent performance under statutory conditions remains unaffected. SEIPP is entitled to make the owed subsequent performance dependent on the Customer paying the due purchase price. However, the Customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

6.5 The Customer must give SEIPP the necessary time and opportunity for the owed subsequent performance, in particular, hand over the rejected goods for inspection purposes. In the case of replacement delivery, the Customer must return the defective item to SEIPP according to statutory provisions.

6.6 SEIPP shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as, if applicable, removal and installation costs, if a defect actually exists. However, if a Customer's request to remedy a defect turns out to be unjustified, SEIPP may demand reimbursement from the Customer for the costs incurred, unless the lack of defectiveness was not recognizable to the Customer. Subsequent performance does not include the removal of the defective item and the re-installation if SEIPP was not originally obliged to install; the Customer's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected in accordance with statutory regulations. Claims by the Customer for expenses necessary for subsequent performance are excluded insofar as the expenses increase because the object of the delivery was subsequently moved to a location other than the Customer's place of business, unless the move corresponds to its intended use.

6.7 If the subsequent performance fails (e.g., after two unsuccessful attempts), is unreasonable for the Customer, or SEIPP has refused it according to § 439 Para. 4 BGB, or if a reasonable period to be set by the Customer for subsequent performance has expired unsuccessfully or is dispensable according to statutory provisions, the Customer may, at their choice, withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal for an insignificant defect.

6.8 Claims by the Customer for damages or reimbursement of futile expenses also exist in the case of defects only in accordance with Clause 10 (Liability) and are otherwise excluded.

6.9 The warranty period is one year from delivery of the goods. This period does not apply to claims for damages by the Customer arising from injury to life, body, or health, or from intentional or grossly negligent breaches of duty by SEIPP or its vicarious agents, which shall each become time-barred according to statutory provisions. It also does not apply if the law prescribes longer periods according to § 438 Para. 1 No. 2 BGB (buildings and items for buildings) and § 445b BGB (right of recourse), as well as in cases of fraudulent concealment of a defect or assumption of a guarantee of quality. The statutory provisions on suspension of expiration, suspension, and recommencement of periods remain unaffected.

6.10 Returns of defective goods to SEIPP require prior written coordination and notification. Unannounced returns may be refused. Goods damaged by the Customer after the transfer of risk will not be credited.

6.11 Upon delivery by transport service providers, the recipient confirms the undamaged receipt of the shipment with their signature. Externally visible transport damage must be claimed immediately upon delivery from the transport company and noted on the freight documents. Acceptance of damaged packages should be made under reservation or refused. Concealed transport damage must be reported in writing to the transport company and SEIPP immediately upon discovery, but no later than within 7 days. Otherwise, claims arising from transport damage may be lost.

7. Voluntary Right of Return

Seipp offers the Customer return regulations. These can be accessed online at Return Policy.

8. Copper Account and Metal Prices

8.1 If enamelled copper wire or similar products are ordered, the prices are understood as base prices (price excluding metal value), plus the metal value valid on the day of delivery. Unless otherwise agreed, the copper price is the official "precious metal surcharge for copper" (upper quotation) plus a processing surcharge (VAZ), each from the day before dispatch or another agreed reference date. SEIPP reserves the right to cover the metal requirement. All prices are exclusive of statutory VAT.

8.2 If the parties agree to maintain a copper account, SEIPP credits the Customer with the copper quantities (in kg) that SEIPP has received from the Customer (e.g., as provided scrap copper or delivered cathodes). Provided copper must at least meet the quality of electrolytic copper cathodes, LME-registered brands, Grade A. It must be available to SEIPP at the agreed location in good time, usually 6 weeks before the desired delivery date of the finished product or as agreed. SEIPP monitors the account and informs the Customer of the balance.

8.3 Copper reprocessing conditions for provided scrap copper (delivered freight prepaid):

Credit per 100 kg of delivered scrap copper:

• Burnt: 90.000 kg fine copper

• Unburnt: 81.000 kg fine copper

Remelting/reprocessing costs per 100 kg of delivered scrap copper:

• Burnt and Unburnt: €160 net.

This amount may change and should be requested currently if necessary.

8.4 Upon delivery of copper-containing goods to the Customer, the corresponding copper content is debited from the balance on the copper account.

8.5 If the balance on the copper account is insufficient on the day of disposition for dispatch, the missing copper quantity (shortfall quantity) will be charged to the Customer at the copper price according to Clause 8.1 (precious metal surcharge for copper (upper) from the previous day + VAZ) plus 3% procurement costs and 6% processing surcharge. This copper invoice is due immediately upon receipt without deduction. SEIPP is entitled to suspend further processing of the order until payment is received. If payment is not made within 5 working days of the invoice date, SEIPP may cancel the order and charge a processing fee of €75 net.

8.6 Transfer of ownership upon provision (cf. Clause 5.1): Ownership of copper provided by the Customer passes to SEIPP upon acceptance by SEIPP. The Customer receives a credit to their copper account for this. Compensation in cash only occurs by separate agreement.

8.7 Full price transaction: If billing is not done via a copper account, the metal value (copper price according to Clause 8.1 from the day after order receipt or another agreed reference date) is invoiced in addition to the base price. Payment for the metal value portion is due immediately upon receipt of the invoice without deduction. Clause 8.5 applies accordingly in case of payment default.

9. Reservation Regarding Performance, Export Control

9.1 Performance of the contract by SEIPP is subject to the proviso that no obstacles arise due to national or international provisions of foreign trade law, in particular export control regulations, embargoes, or other sanctions.

9.2 The Customer is obliged to provide SEIPP with all information and documents required for export, transfer, or import and which demonstrate compliance with export control regulations.

9.3 Delays due to export inspections or approval procedures suspend delivery periods. If necessary permits are not granted or if delivery is prohibited due to applicable regulations, the contract shall be deemed not concluded with respect to the affected part; claims for damages by the Customer arising from this are excluded.

9.4 If the Customer requires specific documentation (e.g., certificates of origin, declarations of conformity), these must be explicitly requested already upon ordering. Subsequent requests may incur additional costs or may no longer be fulfillable. This applies to all deliveries (domestic, EU, export).

10. Limitation of Liability

10.1 SEIPP is liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. For slight negligence, SEIPP is liable only in case of breach of an essential contractual obligation (cardinal duty), the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer regularly relies.

10.2 In case of slight negligence, liability is limited to the foreseeable, contract-typical damage at the time of contract conclusion.

10.3 The limitations of liability do not apply in case of injury to life, body, or health, in case of fraudulently concealed defects, or insofar as SEIPP has assumed a guarantee for the quality of the goods.

10.4 The foregoing limitations of liability also apply to the personal liability of SEIPP's employees, representatives, and vicarious agents.

10.5 Any further liability of SEIPP is excluded – regardless of the legal nature of the asserted claim.

11. Place of Performance, Place of Jurisdiction, Applicable Law

11.1 The place of performance for all obligations arising from the contractual relationship is SEIPP's registered office in 35428 Langgöns.

11.2 If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is SEIPP's registered office in Langgöns. The competent court is the District Court (Amtsgericht) Gießen or the Regional Court (Landgericht) Gießen, depending on the amount in dispute. However, SEIPP is also entitled to bring an action at the Customer's general place of jurisdiction.

11.3 These GTC and the entire legal relationship between SEIPP and the Customer shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of law rules of private international law.

12. Data Protection

SEIPP processes personal data of the Customer within the scope of the business relationship in accordance with the provisions of the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Further information on this can be found in SEIPP's Privacy Policy, which is available online at Privacy Policy .

13. Final Provisions

13.1 Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby (§ 306 Para. 1 BGB).

13.2 In place of the invalid or unenforceable provision, the valid and enforceable regulation shall be deemed agreed which comes closest economically to the sense and purpose of the invalid or unenforceable provision. Insofar as provisions have not become part of the contract or are invalid, the content of the contract shall be governed by statutory provisions (§ 306 Para. 2 BGB).

13.3 However, the contract as a whole shall be invalid if adherence to it, even taking into account the amendment provided for in Paragraph 2, would constitute an unreasonable hardship for one contracting party (§ 306 Para. 3 BGB).