Conditions of Use
General Terms of Service of Z-Wave Europe GmbH
This is an unofficial translation of general terms of Service of the Z-Wave Europe GmbH. Only the German version of this document is legally binding and valid. You can obtain the German version on our german website or by contacting us.
§ 1 Scope of application
All offers are based on the basis of these general terms and conditions.
Contract partner is the company Z-Wave Europe GmbH, represented by the general manager, Antonstr. 3, 09337 Hohenstein-Ernstthal.
§ 2 Conclusion of the Contract
Unless otherwise agreed our offers are non-binding and subject to change.
By executing an order transaction, you are submitting a binding offer. Upon receipt of your order, we will confirm your order with a confirmation email. A sales contract is concluded once you receive an order confirmation from us.
§ 3 Prices and Delivery
All indicated prices are final prices in EURO and include the statutory value added tax (VAT). Shipping costs are separate. They will be shown before finalizing your order.
Deliveries to other countries of the European Union are tax free with proof of a valid VAT ID without calculation of the VAT. In case of delivery to countries outside the European Union, it is the customer’s responsibility to arrange for proper customs clearance and taxation of the goods delivered, and to report the goods to his appropriate tax authorities in accordance with the legal provisions.
Delivery will take place during the delivery times stated in the offer description.
§ 4 Payment Due Date, Reservation of Ownership
Invoices are immediately payable and are due in advance. Payments are to be made to the bank account stated on the invoice. Pick-up products are to be paid in cash immediately.
In individual cases we offer our regular customers the option of paying on account.
We supply public authorities, schools, universities and hospitals on account having received an official order letter or fax.
§ 5 Reservation of Ownership
The delivered goods remain our property until we have received full payment.
§ 6 Warranty
The warranty against defects is based on statutory provisions. The warranty period for the sale of new goods is limited to one year.
Defects of quality can be remedied either by removal of the defects or by replacement. In case of replacement, the consumer has to return the first sent goods to us without undue delay. If supplementary performance fails, the customer hast the right of cancellation of the contract or reduction of the purchase price.
A defect is not present when the product is free from defects upon delivery to the customer and no deviations from the contractually agreed quality or assured characteristics are shown. Defects and damages resulting from the fact that the customer or an assigned third party did not adhere to the prescribed installation guide and operating conditions and operating environment, are excluded from the warranty.
In case of unjustified claims for defects which were obvious to the customer, we reserve the right to charge a reasonable administration fee of up to 50, 00 €. The customer is entitled to prove that lower processing costs were incurred.
§ 7 Obvious Defects, Transport Damage
In case of obvious defects of quality the buyer has to give notice of the defects immediately. In case of obvious damages caused during transportation, the carrier has to be informed immediately.
If the customer is a consumer, his/her warranty rights and statutory rights of return remain unaffected in case of failure to report the above mentioned complaint.
§ 8 Drop-Shipping Deliveries
For distributors and resellers of our products we are offering to deliver the order directly to the end customer via drop shipping. If a customer in this case makes use of his revocation and return rights, such as under distance selling regulations, the end customer has the option to return the goods directly to us. The cost for the return has to be covered or reimbursed by the contractual partner of the end customer, that is the distributor or reseller, plus a processing fee as stated on the current price list.
The distributor and reseller is also obligated to pay a reasonable compensation for the returned goods, which we estimate at a flat rate of 20% of the product price.
The distributor and reseller is entitled to prove lower depreciation. We reserve the right to claim higher depreciation, if it is appropriate given the condition of the returned merchandise.
§ 9 Liability
We are only liable for the following damages regardless of their legal basis: we are liable in the full amount in cases of willful misconduct or gross negligence. In case of light and moderate negligence we are liable only for any violation of obligations essential to the contract in the attainment of the contractual goal or violations which would put the attainment of the contractual goal at risk (cardinal duty). In this case, the liability is limited to typical contractual and foreseeable damages.
The statutory liability for personal and bodily injury, with a warranty (such as warranty of quality) or a procurement risk and in accordance with the Product Liability Act is not affected by the above provisions. Here we adhere to the statutory provisions.
§ 10 Use of the Trademark Z-Wave
The trademark Z-Wave is a registered trademark and protected internationally by the trademark law.
The trademark Z-Wave stands for strict quality criteria and compatibility requirements.
Commercial customers who are registered with us receive with the purchase of our products a simple, non-transferable, non-exclusive right to use the trademark "Z-Wave" for the marketing and the sale and distribution of products purchased or obtained from us. The sale and advertising with the trademark name "Z-Wave" is exclusively and only permitted for products manufactured by us or made commercially available; the advertising with the trademark name "Z-Wave" for products not obtained from us is not allowed.
§ 11 Privacy Terms
As part of the contract, your personal data will be stored electronically. They are not used for purposes other than to fulfill the contractual relationship. Your personal data will not be transferred to third parties will not occur, unless it is required by legal or regulatory provisions.
We reserve the right to use the data as part of the German Federal Data Protection Act for advertising and newsletters. You can decline this usage.
Your contractual personal data is stored and can be requested at any time at the company Z-Wave Europe GmbH at the above address.
§ 12 Miscellaneous
The contract language is German.
The applicable law for the entire business relationship is exclusively the law of the Federal Republic of Germany, including the CISG (United Nations Convention on Contracts for the International Sale of Goods).
If the contractual partner is a merchant in terms of the German Commercial Code, legal entities under public law or separate funds under public law, exclusive jurisdiction over all disputes arising out or from the contracts concluded under these terms shall lay with the court at the seat of Z-Wave Europe GmbH.
These terms can be requested at any time at the address and email address from Z-Wave Europe in paper or digital format.
AEOTEC TERMS AND CONDITIONS (Germany)
- These Terms and Conditions ("Terms") apply to all completed contract offers/offers and/or sales contracts between Aeotec GmbH ("Aeotec") and a buyer ("Buyer") with their principal place of business in Germany.
- These Terms apply without limitations. No deviating or conflicting terms and conditions of Buyer apply, whether or not Aeotec objects to them or renders performance or accepts Buyer's performance. In the case of any conflict between these Terms and any special terms the Parties may have agreed in writing, those special terms prevail.
- No amendments to these Terms are valid unless they are agreed or documented in writing.
- REALIZATION OF A SALES CONTRACT
- Only the orders placed by Buyer and accepted in writing by Aeotec will be binding.
- Except as agreed by the Parties in writing, Aeotec will deliver all goods promptly and to the best of its knowledge and belief upon receipt and confirmation of Buyer's order and full payment of the goods.
- Aeotec may withdraw from an individual sales contract if Aeotec does not receive the relevant deliveries from its suppliers at all or if such deliveries are faulty or are not made on time. This does not apply if the non-delivery has been in Aeotec's control. Aeotec will inform Buyer if prompt performance is impossible and will promptly refund any payments Buyer has already made.
- The foregoing applies with the necessary modifications in case of events of force majeure, for example natural disasters, earthquakes, industrial disputes or strikes, riots, war, terrorist activities or other events which were unforeseeable at the time of the conclusion of the sales contract (any kind of operational disruption, for example) and which are beyond Aeotec's control.
- CHARACTERISCS OF THE GOODS; RIGHTS TO INTELLECTUAL PROPERTY
- No information about the goods and their use such as weights, dimensions, capacities, prices, colors or other information contained in catalogs, brochures, circulars, advertisements, illustrations or price lists of Aeotec will be regarded as terms or conditions under the sales contract unless expressly referenced in the contract.
- Except as agreed in writing, no title to software, drawings, etc. provided to Buyer is transferred to Buyer. Aeotec remains the sole owner of all intellectual or industrial property rights attaching to the goods.
- INSPECTION OF GOODS PRIOR TO DISPATCH
- If the Parties agreed that Buyer has the right to inspect the goods prior to dispatch, Aeotec will notify Buyer within a reasonable period prior to dispatch that the goods are ready for acceptance at the agreed place.
- The prices payable by Buyer are the prices stated in Aeotec's valid price list at the time the sales contract is made, provided that nothing to the contrary has been agreed in writing.
- All prices are stated in [EUR].
- Prices do not include (i) packaging and costs of transportation, (ii) export licensing of the goods or payment of brokerage, duties, tariffs or similar charges, (iii) taxes or fees levied by a tax authority upon the manufacture, sale, shipment, storage, “adding value” to or use of the goods that Aeotec is required to pay for or collect (other than those based on Aeotec's net income), or (iv) commissioning, provision of tools or non-recurring technical activities.
- TERMS OF PAYMENT
- Except as agreed in writing, payment of the price and of all other sums payable by Buyer to Aeotec shall be made within  days of the invoice date. Except as agreed in writing, Buyer shall remit any outstanding sums upon Aeotec's invoice to Aeotec's bank account in Aeotec's country, and Buyer has fulfilled its payment obligation when the outstanding sums in question are received at Aeotec's bank in immediately available funds. Buyer bears all bank fees and costs.
- If the Parties agreed an advance payment with no further notice, it is understood that such advance payment, except as agreed in writing, refers to the full price and that the advance payment must be received by Aeotec's bank in immediately available funds at least  days before the agreed shipment date or the earliest date within the agreed delivery period. Where an advance payment was agreed only for part of the agreed price, the terms of payment concerning the residual sum will be determined in accordance with the provisions in this section 6.
- Buyer may offset only to the extent Buyer's counterclaim has been acknowledged, uncontested or recognized by final judgment. Buyer may not claim any rights of retention unless such rights are based on the same transaction.
- INTEREST ON LATE PAYMENTS
- If a Party fails to pay a sum of money when due, the other Party may charge interest on that sum from the date the payment is due until the time of payment.
- Except as agreed in writing, the rate of interest is 9% above the basic rate determined by the European Central Bank at the relevant time.
- DELIVERY, PASSING OF RISK
- Except as agreed in writing, any indicated periods of delivery are approximate.
- Delivery is subject to timely and proper performance of all Buyer obligations. Aeotec expressly reserves the right to make objections on grounds of non-performance of the sales contract.
- All product supplies will be carried out EXW (Incoterms 2010). Except as agreed in writing, Aeotec has its principal place of business in Shenzhen, China. Buyer selects the shipping method and the carrier. In the absence of specific Buyer instructions for shipment, Aeotec will ship in the way it considers expedient. Except as agreed in writing, the costs of transportation will be charged to Buyer via cash in advance or cash on delivery.
- Aeotec has the right to make partial shipments and to invoice such partial shipments separately.
- Ownership of and all risks of loss of or damage to the goods ordered by Buyer will pass to Buyer when the goods are dispatched from Aeotec's premises.
- Except as agreed otherwise, the product will be dispatched in packaging according to normal trade practice. If special or export packaging is requested or necessary in Aeotec's opinion given the circumstances, any extra costs not included in the invoice will be charged separately.
- Aeotec is not obligated to release the goods for export whatever the Incoterms clause used in the transaction. However, Aeotec will apply for all necessary export licenses and customs formalities at Buyer's expense and risk, provided that Buyer has provided all necessary information to Aeotec.
- In the event of default of acceptance or any other violation of Buyer's duties of assistance, Aeotec may claim the resulting loss, in particular any extra expenses. Aeotec reserves the right to claim further damage. In that event, the risk of loss of or damage to the goods will pass to Buyer on occurrence of Buyer's default or violation of Buyer's duty of assistance.
- Aeotec will provide to Buyer only those documents that are expressly identified in the sales contract.
- Aeotec provides all documentation in English, which includes, but is not limited to user manuals. If Buyer wishes to sell goods in regions where non-English language material is required by law or otherwise, it is Buyer's responsibility to do so.
- RESERVATION OF TITLE
- Notwithstanding the delivery of and passing of risk to the goods, unless the Parties have agreed that Buyer is to prepay in full, Aeotec retains title to the goods in accordance with the following provisions until payments have been received in full.
- Buyer may sell purchased goods in the course of Buyer's ordinary business unless Buyer is in default of payment. In such a case, Buyer hereby assigns to Aeotec all claims resulting from such resale, whether or not the respective goods have been processed. Regardless of Aeotec's right to collect the claim, Buyer's authority to collect the claim will survive the assignment. For this purpose, Aeotec undertakes that it will not demand payment of the assigned claims as long as Buyer honors its payment obligations and does not become subject to insolvency or similar proceedings or to suspension of payments.
- As long as such reservation of title is valid, Buyer may not pledge the goods to third parties or transfer them to third parties by way of security. Buyer must promptly notify Aeotec in the event of attachment, confiscation or other disposition by a third party.
- If the above-mentioned security instruments exceed the secured claim by more than 10%, Aeotec will release the corresponding part of such security instruments at Buyer's request.
- CHANGES, CANCELLATIONS/ADJUSTMENTS
- Subject to timely notification, Buyer may change the goods ordered, including changing the type of packaging and shipping or the delivery time (pursuant to subsection 11.2). All changes other than changes to delivery dates shall be requested by way of an engineering change notice (“ECN”) and, if Buyer accepts them, will be agreed by way of an engineering change order (“ECO”). If a change increases Aeotec's costs or the time required to carry out part of the work in accordance with these Terms (whether or not it was changed by way of an ECO), the prices and/or delivery dates will be adjusted in a manner reasonably compensating Aeotec for carrying out the change. Aeotec reserves the right to charge for all ECNs an administrative fee of EUR[1,000] max per ECN.
- Buyer may postpone a scheduled delivery wholly or in part on a single occasion for a period not exceeding 45 days in accordance with the following time schedule: (i) upon notice between 45 and 75 days prior to the scheduled delivery date, Buyer may postpone up to 15% of the scheduled delivery; (ii) upon notice between 76 and 120 days prior to the scheduled delivery date, Buyer may postpone up to 30% of the scheduled delivery; and (iii) upon notice more than 120 days prior to the scheduled delivery date, Buyer may postpone 100% of the scheduled delivery. After expiry of the period of forty-five days described in the previous sentence, Buyer shall either accept delivery of the finished products thus rescheduled or pay Aeotec's cancellation fees. Buyer may not terminate the sales contract in question except against payment of reasonable cancellation fees (the “Cancellation Fees”), which include expenses already incurred for the cost of labor and materials, overheads and liabilities of Aeotec.
- INSPECTION AND NOTIFICATION DUTIES
- Buyer shall inspect the goods for obvious defects immediately upon their arrival at Buyer's principal place of business or at any other agreed place of inspection and shall notify Aeotec in writing of any detected non-conformity, specifying the nature of the non-conformity of the goods, immediately from the time Buyer discovers or ought to have discovered the non-conformity, but no later than 10 days after delivery. If a defect is discovered later on, Buyer shall inform Aeotec immediately after discovery.
- In the event of a violation of the inspection and notification duties under subsection 12.1, the respective goods are considered approved and any warranty claims are excluded unless the defect was not detectable during the inspection or Aeotec concealed the defect fraudulently.
- DEFECTIVE GOODS, STATUTE OF LIMITATIONS
- The goods are considered to be in conformity with the contract notwithstanding any minor deviations customary in the respective trade or in business dealings between the Parties.
- In the case of faulty goods, Aeotec, at Aeotec's discretion, is obligated:
- (a) to replace the goods with conforming goods at no extra cost to Buyer, or
- (b) to repair the goods at no extra cost to Buyer.
- Buyer's rights of recourse against Aeotec according to §§ 445a and 445b BGB (recourse of the supplier) are limited to situations where Buyer’s agreements with its customers do not exceed the scope of the statutory provisions governing claims for defects.
- Buyer’s claims for delivery of faulty goods or goods having a legal defect will become statute-barred after one year of delivery of the goods. The foregoing restriction does not apply to (i) claims for compensation of expenses in the case of a supplier’s recourse under §445a (1) BGB, (ii) claims for fraudulent concealment, intent or gross negligence, and (iii) claims for negligent injury to life, body or health. The statutory periods of limitation apply to such claims. §445b (2) BGB remains unaffected.
- Except as agreed in writing, sending back products is subject to the following provisions.
- It is Buyer's sole responsibility and Buyer shall collect the defective products, sending them to Aeotec's works. Aeotec has no obligation to accept delivery of product returns directly from customers of Buyer or end consumers or to provide any other guarantees or services to customers of Buyer or end consumers.
- Faulty goods or goods having a legal defect may only be returned to Aeotec within the period of limitation stated in section 13.4. It is Buyer's responsibility to exclude goods from being dispatched outside the period of limitation. Aeotec is not responsible for goods returned beyond that period.
- Buyer may invoke the returns process by notifying the need to send back products to Aeotec. Buyer's notice must include the following information for each and every item, formatted in a spreadsheet:
- (a) Aeotec item number and/or product code
- (b) Original invoice ID as was issued by Aeotec
- (c) Original invoice date as was issued by Aeotec
- (d) Serial numbers of the respective items
- (e) Reason for returning the items including descriptions why the respective item was considered faulty.
- (f) Date on which the item was delivered to a customer and/or end consumer.
- After receiving the necessary information identified in subsection 14.4, Aeotec will notify a return merchandise authorization (“RMA”) and a shipping address to Buyer. Buyer must ship the respective goods to the stated address, noting the RMA on the outside of each package. Buyer shall arrange for a forwarding agent providing accurate tracking information to execute the shipment. Aeotec will not be responsible for any loss of items or damage to a consignment.
- Aeotec will bear all expenses for returning defective goods within the period of limitation, provided that forwarding agents and standards authorized by Aeotec are used. The costs of returning goods via non-authorized forwarding agents/standards as well as all customs charges or agents' fee will be at Buyer's expense. Aeotec reserves the right to charge Buyer for the shipping costs of goods returned as faulty goods in which no faults could be detected. Aeotec will accept incomplete returns, deducting the value of the missing components.
- At Aeotec's discretion, all returns that turn out to be unjustified may be repackaged and returned to Buyer for resale, provided that Aeotec may charge a 10% repacking fee to Buyer.
- COOPERATION BETWEEN THE PARTIES
- Buyer shall give Aeotec prompt notice of any claims Buyer's customers or third parties may have brought against Buyer with respect to goods delivered to Buyer or any industrial or intellectual property rights attaching to such goods.
- Aeotec will promptly inform Buyer of any claims Buyer's product liability may involve.
- LIMITED COMPENSATION DUTY
- Any compensation claims or claims for compensation of expenses of Buyer are excluded whatever the legal foundation.
- The limitation on liability stated in subsection 16.1 above does not apply:
- (a) to claims for compensation of expenses under §439 (3) sentence 1 and §445a (1) BGB;
- (b) in the case of liability under the German Product Liability Act (ProdHaftG);
- (c) in the cases of fraudulent conduct (fraudulent intent), deliberate default or gross negligence;
- (d) in the case of injury to life, body or health;
- (e) in the case of negligent breach of duties that are of the essence of the contract, meaning duties the performance of which enables the proper completion of the contract and on the satisfaction of which a purchaser typically relies and may rely. However, in the case of ordinary negligence, Aeotec's liability for breach of duties that are of the essence of the contract is limited to compensation of the foreseeable, typical damage unless Aeotec acted with intent or through gross negligence or is liable for injury to life, body or health or under the German Product Liability Act (ProdHaftG).
- Where this section 16 limits Aeotec's liability, such limitation also applies to any personal liability of Aeotec's staff, vicarious agents and legal representatives.
- Any compensation claims of Buyer not excluded under this section 16 shall become time-barred after 12 months of the date the statutory period of limitation begins to run. This does not apply to compensation claims that are based on deliberate default, fraudulent intent or gross negligence, injury to life, body or health, or liability under the German Product Liability Act. In these events, the statutory period of limitation applies. § 445b BGB remains unaffected.
- APPLICABLE LAW, PLACE OF JURISDICTION
- Any disputes under or in connection with the sales contract including these Terms shall be governed by the law of the Federal Republic of Germany.
- The place of performance and exclusive place or jurisdiction is Hamburg, Germany.