General Terms of Delivery

1. All deliveries, services and offers of the contractor are made exclusively on the basis of these general terms and conditions of delivery. These are part of all contracts that the contractor concludes with its contractual partners (hereinafter also referred to as the "client") regarding the deliveries or services offered by it. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again. For deliveries and services in connection with IT software created or supplied by us and its use, our license conditions for software also apply, which will be sent to the customer on request.

2. Terms and conditions of the client or third parties do not apply, even if the contractor does not specifically object to their validity in individual cases. Even if the contractor refers to a letter that contains or refers to terms and conditions of the client or a third party, this does not constitute consent to the validity of those terms and conditions.

3. Any terms and conditions of the client are hereby contradicted. The contradiction also extends to such third-party provisions that are not regulated here, insofar as they deviate from the law to the detriment of the contractor. Deviating agreements require confirmation by the contractor in writing for each individual contract. Upon receipt of delivery or service, the contractor's conditions are recognized as binding, even if there has been a previous objection.

1. All offers made by the Contractor are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period. The Contractor may accept orders or contracts within fourteen days of receipt.

2. The sole basis for the legal relationship between the contractor and the client is the written purchase contract, including these General Terms and Conditions of Delivery. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by the contractor prior to the conclusion of this contract are not legally binding and verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they continue to be binding.

3. Additions and changes to the agreements made, including these General Terms and Conditions of Delivery, must be confirmed by the Contractor in writing in order to be effective. To comply with the written form, telecommunication transmission, in particular by fax or email, is sufficient, provided that a copy of the signed declaration is sent.

4. Information provided by the contractor on the subject of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations by the contractor (e.g. drawings and illustrations) are only approximately relevant unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible as long as they do not impair the usability for the contractually intended purpose.

5. The contractor reserves ownership or copyright of all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the client. The client may not make these accessible to third parties, disclose them, use them himself or through third parties or reproduce them without the contractor's express consent. At the contractor's request, the client must return these items in full and destroy any copies made if they are no longer required by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.

1. Prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services are charged separately. Prices are in EURO ex works plus packaging, statutory VAT, customs duties for export deliveries, fees and other public charges.

2. If the agreed prices are based on the Contractor's list prices and delivery is not to take place until more than four months after conclusion of the contract, the Contractor's list prices valid at the time of delivery shall apply (each less an agreed percentage or fixed discount).

3. The Contractor reserves the right to increase prices in the case of contracts with an agreed delivery period of more than 4 months from the conclusion of the contract or in the case of continuing obligations in accordance with the cost increases that have occurred due to collective agreements or increases in material prices or increases in the statutory sales tax rate.

4. Invoice amounts are to be paid within fourteen days without any deductions, unless otherwise agreed in writing. The date of payment is the date of receipt by the contractor. Checks are only considered payment once they have been cashed. If the client does not pay when due, the outstanding amounts will be charged at 8% above the base interest rate from the due date; the right to claim higher interest and further damages in the event of default remains unaffected.

5. Set-off against counterclaims of the Client or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

6. The Contractor is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Client and which endanger the payment of the Contractor's outstanding claims by the Client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

1. Deliveries are ex works.

2. Deadlines and dates for deliveries and services promised by the contractor are always approximate, unless a fixed deadline or date has been expressly promised or agreed in writing. If shipment has been agreed, delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

3. Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the customer, necessary permits and approvals, in particular plans, as well as compliance with the agreed payment terms and other obligations by the customer. If these requirements are not met in a timely manner, the deadlines to be observed by us will be extended accordingly. Even in the case of expressly guaranteed delivery dates, force majeure or events that make delivery difficult or impossible for the supplier - this includes in particular strikes, lockouts, official orders, delivery delays by third parties, etc. - release us from any liability. The deadline will be extended accordingly.

4. The Contractor may – without prejudice to its rights arising from the Client’s default – request from the Client an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Client fails to fulfil its contractual obligations towards the Contractor.

5. In the event of default of acceptance by the client, the contractor is entitled, at its own discretion, to demand compensation for the additional costs incurred by the contractor from the time of the default or to grant the client a grace period of at least 1 week, together with the threat of withdrawing from the contract in the event of continued default. The right to compensation remains unaffected by the exercise of withdrawal.

6. The contractor is not liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of workers, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure, incorrect or untimely delivery by suppliers) for which the contractor is not responsible. If such events make delivery or service significantly more difficult or impossible for the contractor and the hindrance is not only of a temporary nature, the contractor is entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or service periods are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the Client cannot reasonably be expected to accept the delivery or service due to the delay, he may, after expiry of a reasonable grace period of at least 30 days, withdraw from the contract by immediately notifying the Contractor in writing.

7. Events of force majeure and operational disruptions, including strikes and lockouts, as well as other events that make production by the Contractor or its subcontractors more difficult, in particular difficulties in procuring materials, give the Contractor the right, even within the delay, to extend the delivery periods in accordance with the impairment or to withdraw from the contract without the Client being entitled to claims for damages.

8. Industrial disputes, in particular strikes and lockouts, as well as the occurrence of significant, unforeseen obstacles that are beyond ZEBRA's control, insofar as such obstacles can be proven to have a significant impact on the completion or delivery of the delivery item, are not the responsibility of ZEBRA, even if they arise during an existing delay. In important cases, ZEBRA will immediately inform the customer of the start and end of such obstacles.

9. However, ZEBRA is entitled, after setting and fruitless expiration of a reasonable period of time, to dispose of the delivery item in another way and to supply the customer with a reasonably extended period of time.

10. The delivery period shall be suspended as long as the customer does not fully fulfil his contractual obligations, which include, among other things, the timely provision of sample material (e.g. packaging material and filling material).

11. The Contractor is only entitled to make partial deliveries if …

a) the partial delivery can be used by the customer within the scope of the contractually intended purpose,

b) the delivery of the remaining ordered goods is ensured and

c) this does not result in any significant additional expenditure or costs for the Client (unless the Contractor agrees to bear these costs).

12. If the Contractor defaults on a delivery or service or if a delivery or service becomes impossible for him for whatever reason, the Contractor's liability for damages shall be limited to the provisions of Section 8 of these General Terms and Conditions of Delivery.

1. The place of performance for all obligations arising from the contractual relationship is the registered office of the contractor, unless otherwise specified. If the contractor is also responsible for the installation, the place of performance is the place where the installation is to take place.

2. The method of shipping and packaging are subject to the reasonable discretion of the Contractor.

3. German law applies exclusively. The applicability of the uniform laws on the international sale of movable goods is expressly excluded, even if their application is provided for in the client's terms and conditions.

4. The risk is transferred to the customer at the latest when the delivery item is handed over (the start of the loading process is decisive) to the forwarding agent, freight carrier or other third party appointed to carry out the shipment. This also applies if partial deliveries are made or the contractor has undertaken other services (e.g. shipping or installation). If the shipment or handover is delayed due to a circumstance for which the customer is responsible, the risk is transferred to the customer from the day on which the delivery item is ready for shipment and the contractor has notified the customer of this.

5. The delivery items are designed, manufactured and installed in accordance with the legal provisions applicable in the Federal Republic of Germany. If the contractor wishes the delivery items to be installed in accordance with provisions that deviate from the German regulations, he must notify this when ordering or immediately thereafter. At the same time, he must send the provisions that deviate from the German provisions in German or English. The right to make an appropriate adjustment to the price and delivery dates if necessary due to the contractor's request remains reserved.

6. It is the responsibility of the foreign customer to take measures that go beyond the legal provisions applicable in the Federal Republic of Germany and serve to protect operating personnel and other persons from any chemical, biochemical, electrical, electromechanical, electroacoustic or similar influences of the machine, the packaging material, the packaging means and the contents.

7. Storage costs after the transfer of risk are borne by the client. If the contractor stores the goods, the storage costs amount to 0.50% of the invoice amount of the delivery items to be stored per week, but not more than 5% in total. The right to assert and provide evidence of additional or lower storage costs remains reserved.

8. The Contractor will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks at the Client’s express request and at his expense.

9. The Client may not refuse to accept deliveries due to minor defects.

10. If acceptance is to take place, the purchased item is deemed to have been accepted if …

a) the delivery and, if the contractor is also responsible for installation, the installation has been completed,

b) the Contractor has informed the Client of this, referring to the acceptance fiction in accordance with this Clause 5.7, and has requested the Client to accept the work,

c) twelve working days have passed since delivery or installation or the customer has started using the purchased item (e.g. has put the delivered system into operation) and in this case six working days have passed since delivery or installation and

d) the Client has failed to accept the goods within this period for a reason other than a defect notified to the Contractor which makes the use of the goods impossible or significantly impairs it.

1. The warranty period is one year from delivery or, if acceptance is required, from acceptance. For claims for damages resulting from injury to life, body or health that are based on a negligent breach of duty by us or an intentional or negligent breach of duty by one of our legal representatives or one of our vicarious agents, or for claims for damages resulting from a grossly negligent breach of duty by us or an intentional or grossly negligent breach of duty by one of our legal representatives or one of our vicarious agents, the statutory time limits apply.

2. The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by him. With regard to obvious defects or other defects that would have been apparent upon immediate, careful inspection, they are deemed to have been approved by the customer if the contractor does not receive a written complaint within seven working days of delivery. With regard to other defects, the delivered items are deemed to have been approved by the customer if the complaint is not received by the contractor within seven working days of the time at which the defect became apparent; if the defect was already apparent to the customer at an earlier point in time during normal use, this earlier point in time is decisive for the start of the complaint period. At the request of the contractor, a delivery item that is the subject of a complaint must be returned to the contractor carriage paid. If the complaint is justified, the contractor will reimburse the costs of the cheapest shipping method; this does not apply if the costs increase because the delivery item is located at a location other than the location of its intended use.

3. In the event of material defects in the delivered items, the Contractor is initially obliged and entitled to repair or replace the goods, at his discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement, the Client may withdraw from the contract or reduce the purchase price appropriately.

4. In the event of complaints about defects, payments by the client may only be retained to an extent that is in reasonable proportion to the costs incurred in connection with the defect. The contractor has no right of retention if his claims for defects have already expired. If the complaint about defects was unjustified, the contractor is entitled to charge the client for his expenses for the inspection.

5. The contractor can choose to carry out the subsequent performance at his own premises or at the location where his delivery/service is located as intended. Claims by the client for the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the object of the delivery was subsequently moved to a location other than that intended according to the delivery contract.

6. The customer is only entitled to withdraw from the contract, unless withdrawal is excluded by law, or to reduce the purchase price after the expiry of a reasonable deadline set by him for subsequent performance, unless the setting of a deadline is unnecessary under the statutory provisions. In the event of withdrawal, the customer is liable for deterioration, loss and lost benefits not only for the usual level of care, but also for any negligent and intentional fault.

7. If a defect is due to the fault of the Contractor, the Client may claim damages under the conditions set out in Section 8.

8. In the case of defects in components from other manufacturers which the contractor cannot remedy for licensing or factual reasons, the contractor will, at its discretion, assert its warranty claims against the manufacturers and suppliers on behalf of the client or assign them to the client. Warranty claims against the contractor for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is futile. During the duration of the legal dispute, the limitation period for the client's warranty claims against the contractor is suspended.

9. The warranty is void if the customer modifies the delivery item or has it modified by a third party without the consent of the contractor and this makes the rectification of the defect impossible or unreasonably difficult. In any case, the customer must bear the additional costs of rectifying the defect resulting from the change.

10. The Contractor's liability for defects shall be void if the Client has not followed the operating or maintenance instructions, made changes to the delivery item, replaced parts or used consumables that do not correspond to the original specifications, unless the Client proves that the defect is not due to this.

11. Liability for defects in the delivery item or individual parts thereof that are caused by normal wear and tear is generally excluded. The delivery of used items agreed with the customer on a case-by-case basis is subject to the exclusion of any warranty for material defects. In all cases, the customer is obliged to take all possible and reasonable measures to keep the cost of subsequent performance as low as possible.

1. The Contractor guarantees, in accordance with this Section 7, that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are made against it for the infringement of such rights.

2. In the event that the delivery item infringes a third party's industrial property right or copyright, the contractor will, at its own discretion and at its own expense, modify or replace the delivery item in such a way that no third party rights are infringed, but the delivery item continues to fulfil the contractually agreed functions, or procure the right of use for the client by concluding a license agreement. If the contractor fails to do so within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the client are subject to the restrictions in Section 8 of these General Terms and Conditions of Delivery.

3. In the event of infringements of rights by products from other manufacturers supplied by the Contractor, the Contractor will, at its discretion, assert its claims against the manufacturers and sub-suppliers on behalf of the Client or assign them to the Client. In these cases, claims against the Contractor shall only exist in accordance with this Section 7 if the legal enforcement of the aforementioned claims against the manufacturers and sub-suppliers was unsuccessful or, for example due to insolvency, is futile.

4. Claims by the client are excluded if he is responsible for the infringement of property rights. Claims by the client are also excluded if the infringement of property rights is caused by an application that was not foreseeable by the contractor or by the delivery being modified by the client or used together with products not supplied by the contractor.

1. The Contractor's liability for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this Section 8 to the extent that fault is relevant in each case.

2. The contractor is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a breach of essential contractual obligations. Essential contractual obligations include the obligation to deliver and install the delivery item on time, its freedom from defects that impair its functionality or usability in a more than insignificant way, as well as advisory, protection and care obligations that are intended to enable the client to use the delivery item in accordance with the contract or that are intended to protect the life or limb of the client's personnel or to protect their property from significant damage.

3. To the extent that the Contractor is liable for damages in accordance with Section 8.2, this liability is limited to damages that the Contractor foresaw as a possible consequence of a breach of contract when concluding the contract or that he should have foreseen if he had exercised due care. Indirect damages and consequential damages that are the result of defects in the delivery item are also only compensable to the extent that such damages are typically to be expected when the delivery item is used as intended.

4. In the event of liability for simple negligence, the Contractor’s obligation to pay compensation for material damage is limited, even if it involves a breach of essential contractual obligations.

5. The above exclusions and limitations of liability apply to the same extent to the bodies, legal representatives, employees and other vicarious agents of the Contractor.

6. If the Contractor provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

7. The restrictions in this section 8 do not apply to the contractor's liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act. The contractor is not liable for work carried out by the suppliers or assembly personnel or other vicarious agents employed by him, insofar as this work is not related to the delivery and installation or assembly within the scope of his obligation to perform, or insofar as this work was initiated by the client.

9. In all other respects, liability for damages is excluded, regardless of the legal nature of the claim asserted. In particular, the contractor is not liable for damages that did not occur to the delivery item itself.

10. The client’s claims for reimbursement of expenses are limited to the amount of the interest that the client has in the performance of the contract.

11. The client is aware and acknowledges that under German law any warranty or guarantee claims are excluded if the client modifies any part of the items delivered under this contract. This exclusion of claims applies in particular, but not exclusively, to the (operating) software of the items delivered. In addition, the contractor informs the client that any changes to the items delivered may infringe the contractor's intellectual property rights; the client hereby confirms that he is aware of this.

1. The contractor's deliveries are always subject to retention of title. The goods remain the property of the contractor until all claims arising from the business relationship with the client have been paid in full. In the case of a current invoice, the reserved title serves as security for the contractor's balance claim.

2. The customer is entitled to resell the delivered goods in the course of his ordinary business. However, he may not pledge the reserved goods or assign them as security.

3. In the event of resale, the client hereby assigns to the contractor all claims with all ancillary rights that arise for him through the resale. This applies regardless of whether he sells the reserved goods unprocessed, processed or processed or together with other items. If the sale takes place together with goods that do not belong to the contractor, the assignment only applies to the value of the reserved goods. The value is determined according to the contractor's sales prices.

4. The processing and treatment of the reserved goods always takes place for the contractor as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without binding the contractor. The processed goods are considered reserved goods within the meaning of these conditions. If reserved goods are processed or inseparably mixed with other items that do not belong to the contractor, the contractor acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used at the time of processing and mixing. The co-ownership rights thus created are considered reserved goods within the meaning of these conditions. At the contractor's request, the client is obliged to inform the purchaser of the reserved goods of the contractor's ownership rights.

5. The client is authorized to collect the claim from the resale without prejudice to the contractor's own right to collect. As long as the client properly meets his payment obligations, the contractor will not assert the claim himself. At the contractor's request, the client must disclose the debtors of the assigned claims and notify them of the assignment. The contractor's right to notify the third-party debtors of the assignment himself is not affected by this. The client is prohibited from assigning the claim against the third-party debtor to third parties or from agreeing a prohibition on assignment with the third-party debtor.

6. The client is obliged to notify the contractor immediately and as quickly as possible of any seizure or other impairment of the contractor's security rights by third parties. The client is obliged to provide the contractor with all documents necessary to protect the contractor's rights and to reimburse the contractor for any costs incurred by the necessary intervention.

7. The Contractor undertakes to release the existing securities at his discretion to the extent that their value exceeds the claims to be secured by more than 25%.

8. The Client is obliged to adequately insure the goods for as long as the Contractor’s retention of title applies.

1. Should individual provisions of these General Terms and Conditions of Delivery be or become invalid, this shall not affect the validity of the remaining provisions. This shall not apply if adhering to the contract would represent an unreasonable hardship for one party. The invalid parts shall be replaced by a legally harmless provision that comes closest to the intended purpose.

2. If the client is a merchant, a legal entity under public law or a special fund under public law, or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between the contractor and the client shall be Heilbronn or the client's registered office, at the contractor's discretion. In these cases, however, Heilbronn shall be the exclusive place of jurisdiction for claims against the contractor. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this regulation.

3. The relationship between the contractor and the client is subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

4. To the extent that the contract or these General Terms and Conditions of Delivery contain regulatory gaps, the legally effective provisions that the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known about the regulatory gap shall be deemed to have been agreed upon to fill these gaps.