Inter­na­tional Condi­tions of Sale for Customers not Resi­dent in Germany

§ 1 General – Scope

1. Our “Inter­na­tional Condi­tions of Sale for Customers not Resi­dent in Germany” shall apply  to all customers of SONAX GmbH, whose rele­vant place of busi­ness is not in Germany. For customers whose place of busi­ness is in Germany, the “General Terms and Condi­tions of Sale” of  SONAX shall apply. In each case, the rele­vant place of busi­ness is the one which concludes the contract in its own name.

2. Our Condi­tions of Sale apply exclu­sively; we shall not accept condi­tions of the customer conflicting with or differing from our terms and condi­tions of sale unless we have expressly agreed to the validity of such terms and condi­tions in writing. Our Condi­tions of Sale shall also apply if we effect delivery to the customer uncon­di­tion­ally in the knowl­edge of terms and condi­tions of the customer conflicting with or differing from our Condi­tions of Sale.

3. All agree­ments made between us and the customer for the purposes of the execu­tion of this contract shall be set down in writing in this contract.

4. Our Condi­tions of Sale shall apply only to entre­pre­neurs and compa­nies as defined by § 310 (1) of the German Civil Code (BGB).

5. The German  version of  these Condi­tions of  Sale, as set forth  here­under, is expressly agreed on as solely author­i­ta­tive. The English version is for working purposes only and not legally binding; it is not part of the contract.

6. As an AEO approved company we are requested to advice the customer to assess the safety of the supply chain in his sphere of influ­ence and, if required, to improve it. The compli­ance with the regu­la­tions of the Anti-Terrorism Ordi­nance, Dual-Use Regu­la­tion and the Foreign Trade Regu­la­tion should be respected. All neces­sary avail­able measures must be taken to ensure maximum secu­rity of the supply chain.

§ 2 Forma­tion of the Contract

1. Insofar as an order placed by the customer consti­tutes a contrac­tual offer within the meaning of § 145 BGB,  we are enti­tled to accept  the offer within two weeks by dispatching a written confir­ma­tion.

2. Our contrac­tual offers are  non-binding unless expressly declared as binding.

3. With regard to calcu­la­tions, pictures, draw­ings and other docu­ments we reserve all propri­etary rights, copy­rights and other indus­trial rights. Without our prior written consent the customer is not enti­tled to make them avail­able to third parties, whether they were declared confi­den­tial or not.            

§ 3 Prices

1. Our prices are  in Euro on the basis of the price list valid at the time of the order, ex factory Neuburg/​Danube, exclu­sive of the respec­tive statu­tory  VAT, freight charges, postage and insur­ance.  Addi­tion­ally, the customer shall bear customs duties, customs clear­ance charges, taxes and levies arising out of the delivery of the goods. Pack­aging mate­rial shall be free of charge. The customer shall bear the cost of any pallet fees incurred by us.

2. Should the customer ask us to collect the trans­port pack­aging, he shall bear the cost incurred for pack­aging, loading, trans­port to our factory (Neuburg/​Danube) and unloading. In such case, the customer shall be obliged to conclude an appro­priate contract of carriage in its own name and at its own expense. Where the collected trans­port pack­aging cannot be reused, the customer shall bear the recy­cling costs incurred by us and addi­tion­ally  the customs clear­ance charges, taxes and levies incurred for the collec­tion of trans­port pack­aging.

§ 4 Terms of Payment

1. All invoices shall be payable in full within 30 days of the due date and  receipt of the invoice or an equiv­a­lent request for payment. The customer is in default on the 31st day after receipt of the invoice or any equiv­a­lent request for payment. As per this day we shall be enti­tled to default interest amounting to 8 percentage points above the current basic interest rate of the Euro­pean Central Bank.  Bills of exchange, cheques, assign­ments and accepted bills shall only be accepted by arrange­ment and only by way of provi­sional perfor­mance and on condi­tion of eligi­bility for discount. Discount charges will be invoiced from the day the amount of the invoice is due. The customer shall bear all costs related to these papers. They will only be cred­ited to the orders upon encash­ment and after the risk of recourse has passed, expenses deducted.

2. Should it emerge after the conclu­sion of the contract that the customer´s ability to pay is not suffi­ciently guar­an­teed and our claim for payment is -  in our own opinion -  endan­gered, we are enti­tled to refuse delivery, to accel­erate matu­rity of the whole balance owing and to with­draw from any contract entered into with the customer unless the customer offers secu­rity at our discre­tion within ten calendar days of our demand. The same applies if the customer fails to comply with our terms of payment.

3. The customer shall only be enti­tled to offset payments if its coun­ter­claims have been upheld pursuant to a final and absolute court deci­sion or are uncon­tested. Further­more, the customer shall be enti­tled to exer­cise a right of reten­tion insofar as the coun­ter­claim is based on the same contrac­tual rela­tion­ship.

§ 5 Accep­tance and Transfer of Risk

The goods shall be deemed to be sold “ex works” even if we have made a carriage-paid delivery. The risk of acci­dental loss or acci­dental dete­ri­o­ra­tion of the goods passes to the customer  after they have been reported ready for dispatch. This also applies if we under­take to deliver the goods. The customer under­takes to collect the goods without delay after they have been reported ready for dispatch. In case of default we are at our discre­tion enti­tled to either dispatch the goods or store them at the customer´s expense respec­tively.

§ 6 Delivery Time

1. The begin­ning of the delivery time spec­i­fied by us shall presup­pose that all tech­nical issues have been clar­i­fied.

2. Compli­ance with our duty to deliver shall further­more  be contin­gent on the customer duly meeting its oblig­a­tions in good time. We reserve the right to make a plea of non-perfor­mance.

3. In the event that the customer is in default in taking delivery or in breach of any other duties to coop­erate incum­bent upon him, we shall be enti­tled to demand compen­sa­tion for any losses sustained by us, including any addi­tional costs incurred. We reserve the right to assert further claims.

4. To the extent that the condi­tions of para­graph (3) are given, the risk of acci­dental loss or an inci­dental dete­ri­o­ra­tion of the object of sale shall pass to the customer from the moment the customer is in default in  taking delivery or in default of payments.

5. We shall be liable in accor­dance with the legal provi­sions- where the under­lying sales contract is a trans­ac­tion where time is of the essence as defined by § 376 of the German Commer­cial Code (HGB);- where, as a result of a delay in delivery attrib­ut­able to us, the customer is enti­tled to claim that he has no interest in contin­uing with the further perfor­mance of the contract;- where the delay in delivery is due to a wilful or grossly negli­gent breach of contract attrib­ut­able to us. Fault on the part of our repre­sen­ta­tives or vicar­ious agents shall be attrib­uted to us. Provided that the delay in delivery is not caused by a wilful breach of contract attrib­ut­able to us, our liability for damages shall be restricted to fore­see­able, typi­cally occur­ring damage;- where the delay in delivery attrib­ut­able to us is due to a culpable breach of a mate­rial contrac­tual oblig­a­tion. Liability for damages shall be restricted to fore­see­able, typi­cally occur­ring damage.

6. In the event of any delay in supplying the goods through no fault of ours due to force majeure, illegal indus­trial action, admin­is­tra­tive measures, non-delivery of supplies by third parties or other events we are not liable for, the customer shall grant an exten­sion of time adequate under the circum­stances. If we fail to meet the dead­line, the customer is enti­tled to with­draw from the contract.

§ 7 Liability for Defects and Liability for Damages

1. The customer is obliged to examine the goods without delay and to give us notice in writing within ten days after receipt of the goods of such defects as are obvious and recog­nis­able by proper exam­i­na­tion. In case of such defects that are not obvious and recog­nis­able by proper exam­i­na­tion, the customer shall give us notice in writing within ten days after discovery. If the customer fails to meet the dead­line for noti­fi­ca­tion, he is not enti­tled to any claims regarding the defects concerned.

2. If the customer gives us notice of the defect in time, it is at our discre­tion to rectify the defects or to replace the faulty item (subse­quent perfor­mance). Should the cost of subse­quent perfor­mance amount to more than 50% of the value of the items deliv­ered, we are enti­tled to refuse a subse­quent perfor­mance. In case of subse­quent perfor­mance we shall bear all neces­sary expenses, in partic­ular the costs of trans­port, labour and mate­rial, provided that such costs are not increased by the fact that the object of sale has been taken to a loca­tion other than the place of perfor­mance.

3. In the event that the subse­quent perfor­mance fails, is not carried out in time or is refused, the customer is enti­tled to choose between with­drawal from contract, a reduc­tion of the purchase price corre­sponding to the decrease in value caused by the defect (abate­ment) or – within the limits of the following para­graphs – claim damages instead of perfor­mance. In case of minor defects, the customer is not enti­tled to with­draw from the contract.

4. We shall be liable in accor­dance with the legal provi­sions- if the customer claims damages on the grounds of wilful or gross negli­gence, including wilful or gross negli­gence on the part of our repre­sen­ta­tives or vicar­ious agents. Provided that we are not accused of wilful breach of contract, our liability for damages shall be restricted to fore­see­able, typi­cally occur­ring damage.- insofar as we culpably breach a mate­rial contrac­tual oblig­a­tion. In such case liability for damages shall be restricted to fore­see­able, typi­cally occur­ring damage.

5. Our liability for a culpable loss of life, phys­ical injury or damage to health remains unaf­fected; this shall also apply to statu­tory liability under the German Product Liability Act. Any further contrac­tual or tortuous liability, espe­cially for damage to objects other than the goods deliv­ered to the customer, for loss of profit or other finan­cial damage is hereby excluded.

6. In case of any breach of precon­trac­tual oblig­a­tions or any imped­i­ment to perfor­mance already existing at the time the contract is concluded (§§ 311par.2, 311a BGB, German Civil Code), our liability is limited to compen­sa­tion for damage through or loss incurred by relying on the validity of a decla­ra­tion.

7. Par. (4) to (7) also apply to our tortuous liability and claims to damages resulting from other breaches of oblig­a­tions as well as claims to reim­burse­ment of useless expenses according to § 284 BGB.

8. The afore­men­tioned exclu­sions or limi­ta­tions of liability also apply to the personal liability of our employees, workers, free­lances, repre­sen­ta­tives and vicar­ious agents.

§ 8 Limi­ta­tion of Actions

1. Our liability for a customer´s claims based on defects is limited to one year after delivery, clause 7 (1) notwith­standing, unless we acted fraud­u­lently.

2. The period of limi­ta­tion in case of  delivery recourse according to §§ 478, 479 BGB remains unaf­fected; it is five years commencing from delivery.

§ 9 Reser­va­tion of Title

1. We reserve the title to the object of sale until all payments stip­u­lated in the delivery contract have been received. Should the customer act contrary to the terms of the contract, in partic­ular, should he fall into arrears, we shall be enti­tled to take back the object of sale. Seizure of the object of sale by us shall always consti­tute a with­drawal from the contract. After we have taken back the goods we shall be autho­rised to use them as we see fit. Any revenues from such use must then be offset against the liabil­i­ties of the customer, less reason­able util­i­sa­tion costs.

2. The customer shall be obliged to take good care of the object of sale and, in partic­ular, shall be obliged to provide suffi­cient replace­ment value insur­ance against fire damage, water damage and theft. Where main­te­nance and inspec­tion work are required, the customer must carry these out in good time at its own expense.

3. In the event of seizure or other third-party inter­ven­tions, the customer must notify us imme­di­ately in writing so that we may file a suit in accor­dance with § 771 of the German Code of Civil Proce­dure (ZPO). Where the third party is unable to reim­burse the court and out-of-court expenses of a lawsuit pursuant to § 771 of the German Code of Civil Proce­dure (ZPO), the customer shall be liable for any loss incurred by us.

4. The customer shall be enti­tled to resell the object of sale in the ordi­nary course of busi­ness; he shall, however, assign to us here and now any claims amounting to the total sum invoiced (including VAT) accruing from the resale to the purchaser or third parties, regard­less of whether the object of sale was resold with or without further processing. The customer shall remain enti­tled to collect this claim following assign­ment. This shall be without prej­u­dice to our right to collect the claim ourselves. We shall, however, under­take to refrain from collecting the claim as long as the customer meets its payment oblig­a­tions from the proceeds received, does not fall into arrears and in partic­ular provided that no compo­si­tion or insol­vency proceed­ings have been filed or cessa­tion of payments occurs. However, in such cases, we shall be enti­tled to demand that the customer noti­fies us of the assigned claims and the respec­tive liable parties, provides us with all infor­ma­tion neces­sary to collect the claim and submits to us all appro­priate docu­ments and noti­fies the liable parties (third parties) of the assign­ment.

5. If the customer takes his claim resulting from a resale into a current account with a third party, his claim from this account agree­ment is here­with assigned to us in full; upon balancing the accepted balance is assigned to us up to the amount of the orig­inal claim from the account agree­ment. In case of a current account agree­ment, reten­tion of title and assign­ment are deemed to be a secu­rity for our current account claim. If the customer resells goods still in our prop­erty together with other goods not in our prop­erty, he shall assign his claims resulting from this sale to us to the extent the goods supplied by us form part of the sale.

6. Any processing and reor­gan­i­sa­tion of the object of sale by the customer shall always be consid­ered to be carried out for us. If the object of sale is processed with other objects that do not belong to us, we shall acquire co-owner­ship of the new object in propor­tion to the value of the object of sale (total sum invoiced, including VAT) to the value of the other processed objects at the time of processing. The same shall apply to the object resulting from the processing as for the object of sale deliv­ered subject to reten­tion of title.

7. If the object of sale is insep­a­rably commin­gled with other objects that do not belong to us, we shall acquire co-owner­ship of the new object in propor­tion to the value of the object of sale (total sum invoiced, including VAT) to the value of the other commin­gled objects at the time of commin­gling. If the commin­gling is effected in such a way that the object of the customer may be consid­ered  the main object, it is deemed to be agreed that the customer shall assign to us pro rata co-owner­ship. The customer shall keep the resulting sole or co-owner­ship on our behalf.

8. We under­take to release the secu­ri­ties which we are enti­tled to at the request of the customer insofar as the real­is­able value of our secu­ri­ties exceeds the claims to be secured by more than 10 %. It shall be our respon­si­bility to select the secu­ri­ties to be released.

§ 10 Export Control

1. The Customer under­takes to comply with any and all applic­able Export laws and Regu­la­tions adopted by the EU, the EU-member states and the USA. The Customer espe­cially agrees to carry out a Denied Party Screening and warrants that- no person, company or orga­ni­za­tion mentioned in the EC Anti-Terror Regu­la­tions as amended (EC-Regu­la­tion No. 2580/​2001, EC-Regu­la­tion No. 881/​2002 and EU-Regu­la­tion No. 753/​2011 as amended) will be directly or indi­rectly supplied with the contrac­tual prod­ucts;- no person, company or orga­ni­za­tion mentioned in the US Sanc­tions Lists (including without limi­ta­tion the Denied Persons List, Entity List, SDN-OFAC as amended) will be directly or indi­rectly supplied with the contrac­tual prod­ucts;- the prod­ucts and product related data supplied here­under are not intended and/​or used for mili­tary, nuclear or arma­ments purposes;- no mili­tary consignees will be supplied.

2. The Customer further­more agrees to docu­ment its screening measures and to furnish proof of it at our request.

3. The Customer´s failure to comply with the above mentioned export laws and regu­la­tions shall consti­tute a substan­tial infringe­ment of the Customer´s oblig­a­tions here­under and enti­tles us to termi­nate the contract without prior notice for good cause.

4. The Customer shall be liable for damages for any loss caused by  the prema­ture termi­na­tion of the contract. The Customer´s liability shall include loss of profit as well as inci­dental and conse­quen­tial damages. The Customer shall indem­nify us and hold us harm­less against any and all liability, claims, demands, costs (including expert´s and attorney´s fees), damages and fines arising out of or in any way connected with any infringe­ment of the compli­ance oblig­a­tions set forth above.

§ 11 Place of Juris­dic­tion – Place of Perfor­mance – Applic­able Law

1. Unless other­wise stated in the confir­ma­tion of order, place of perfor­mance is at our place of busi­ness. Place of juris­dic­tion for any and all lawsuits, including proceed­ings based on a bill of exchange or an unpaid cheque, is at our place of busi­ness. We are also enti­tled to take legal action against a customer at his place of busi­ness.

2. The laws of the Federal Republic of Germany shall apply exclu­sively; the UN Conven­tion on  Sale of Goods dated 11 April, 1980 (CISG) is not applic­able.

Docu­ment last updated 17.11.2025