General terms and conditions

§ 1 General terms and conditions

The following conditions apply to all offers and sales, unless other agreements have been made expressly in writing. The purchaser’s conditions of purchase shall only be binding on us to the extent that they do not conflict with our conditions of sale or have been expressly accepted by us in writing. Verbal agreements and subsidiary agreements shall remain ineffective without our written consent.

§ 2 Binding character of offers:

Offers are subject to confirmation unless a binding period is expressly mentioned. The delivery contract is only concluded with our written order confirmation. If the offers of our suppliers change during the binding period, the binding period shall be deemed not to have been agreed.

§ 3 Delivery and delay in delivery:

Delivery periods are only approximate. If we are prevented from fulfilling our obligations by the occurrence of unforeseen events which affect us or our suppliers and which we could not have averted with reasonable care according to the circumstances of the case, such as war, acts of God, civil unrest, natural disasters, accidents, strikes, lockouts or other operational disruptions, the delivery period shall be extended by the duration of the hindrance and a reasonable start-up time. Should the delivery become impossible or unreasonable for us due to the hindrance, or should one or more suppliers withdraw due to the hindrance, we may withdraw from the contract free of claims. The purchaser shall have the same right if acceptance is unreasonable due to the delay. Further rights of the customer, in particular claims for damages, are excluded. If the delivery is delayed for reasons for which the customer is responsible, we shall be entitled to charge the customer for the costs incurred by storage and to dispose of the delivery item elsewhere and/or to supply the customer with an extended delivery period after expiry of a period notified to the customer. Depending on the scope of the order, we reserve the right to make partial deliveries. We reserve the right to make design and shape changes during the delivery period, provided that the object of purchase is not significantly changed in its function and the change is reasonable for the buyer.

§ 4 Prices:

The prices contained in the offer include delivery ex works Siqens GmbH plus packaging, shipping and transport insurance plus the value added tax applicable at the time of invoicing. The prices can be changed in case of announcement of change requests by the customer.

§ 5 Terms of payment:

All deliveries are to be paid within 30 days from date of invoice net cash free our paying office. Partial deliveries as well as subsequently delivered additional equipment shall be invoiced separately and the aforementioned terms of payment shall apply. If the delivery is delayed by the customer at the customer’s request or due to a lack of space or technical requirements, the invoice shall be issued when the goods are ready for delivery. If the buyer is in arrears with payments, the seller may, without prejudice to the rights of ownership, withdraw from the contract after setting a reasonable grace period or demand damages for non-performance. Interest on arrears shall be charged at 8 percent p.a. above the discount rate of the Deutsche Bundesbank plus value added tax. They shall be set higher or lower if the seller proves a higher interest rate charge or the buyer proves a lower charge. The offsetting of the customer with counterclaims other than those disputed by us or legally established requires our express written consent. A right of retention of the customer is excluded for all possible cases. In the event of doubts as to the customer’s inability to pay, in particular in the event of arrears in payment, we shall be entitled to demand advance payments or securities for further deliveries irrespective of any further claims and to revoke any payment terms granted. In such a case, we shall also be entitled, without any obligation to pay compensation, to withdraw from the delivery contract while maintaining our claims, even from partial deliveries, if the customer does not provide sufficient securities within a set period.

Offsetting of undisputed counterclaims is excluded.

§ 6 Transfer of risk:

The risk shall pass to the customer upon delivery of the delivery item by us. The same shall also apply to partial deliveries and if freight-paid delivery has been agreed.

§ 7 Complaints:

Complaints due to incomplete or incorrect delivery or complaints due to recognisable defects which can be proven to have been established as a result of a circumstance prior to the transfer of risk, in particular due to faulty design, poor material or defective workmanship, must be made in writing immediately, at the latest 14 days after receipt of the goods. After this period the delivery shall be deemed to have been accepted.

§ 8 Warranty:

The liability for defects does not apply to damages which occur after the transfer of risk as a result of faulty or negligent influences which are not assumed under the contract. The warranty shall, at our option, cover repair or replacement of the parts complained about. If we replace rejected parts, the latter shall become our property. If the customer or a third party has made changes to the purchased item, any warranty claim shall lapse. Replacement of components does not change the warranty period valid from the date of sale.

§ 9 Liability:

We shall only be liable for property damage if we are guilty of intent or gross negligence. Liability for claims due to injury to life, limb or health shall remain unaffected thereby.

§ 10 Retention of title:

We reserve title to all objects of purchase delivered by us until the customer has paid all future claims arising from the business relationship, in particular any current account balance. Any acceptance of bills of exchange or cheques shall only be made on account of payment, all expenses shall be borne by the customer and without our obligations to exercise bill of exchange and cheque rights. Accordingly, our claim to ownership shall remain in force until the bill of exchange or cheque has been honoured. The customer is only entitled and authorised to resell contractual items if it has been ensured that the claim from the sales contract is transferred to the seller. The customer shall not be entitled to dispose of reserved goods in any other way. Upon full payment of all our claims arising from the business relationship, the assigned claims shall pass to the customer in addition to our ownership of the reserved goods. When processing or combining the reserved goods with other goods, we shall be entitled to co-ownership of the new object in the ratio of the invoice value of our goods to that of the other materials. If our ownership lapses due to the combination or processing of our goods with another item, the customer hereby assigns to us the ownership rights to which he is entitled to the new item to the extent of the invoice value of our values and shall keep them in safe custody for us free of charge. Furthermore, the customer is obliged to notify us immediately in writing of any pledging of the objects of purchase and/or the assigned claims by third parties or of any other claims raised by third parties with regard to the objects of purchase. In the event of seizure, a copy of the seizure record and an affidavit stating that the retention of title agreed in these terms and conditions still exists and that the seized goods are among those subject to the retention of title agreed here shall be sent to us at the same time. If claims are seized, it must be assured on sworn statement that these are claims arising from the sale of goods subject to retention of title. At our request, the customer is obliged to provide information at any time about the whereabouts of the reserved goods delivered under retention of title and about the claims arising from the resale. The costs incurred by the assertion of our rights shall be borne by the customer. If the value of the existing securities exceeds the secured claims by more than 25 percent, we shall release securities of our choice at the written request of the customer to this extent.

§ 11 Restocking fee:

Our goods are excluded from exchange. Should, in exceptional cases, a return of the delivered goods be agreed between us and the customer, the customer shall pay a restocking fee covering our administrative costs of at least 20 percent but not more than 50 percent of the invoice amount.

§ 12 General:

1. The invalidity of a provision of this contract shall not affect the validity of the contract. The parties undertake to replace the invalid provision with a valid provision whose economic success corresponds as closely as possible to that of the invalid provision.
2. The customer may not transfer his rights under this contract to third parties without our express consent.
3. Place of fulfilment is Munich. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with fully qualified merchants, including cheques and bills of exchange, shall be Munich. The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, relocates his place of residence or habitual abode outside Germany after conclusion of the contract or if his place of residence or habitual abode is unknown at the time of the action.
4. German law is applicable to this contract. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
5. The business language is German.

Siqens GmbH | Landsberger Straße 318d | D-80687 Munich | Phone: +49 (89) 4524463-0|  E-Mail: contact@siqens.de | Commercial Register: Munich Local Court | HR-Nr.: HRB 201201| VAT-IdNr. DE287107883 | Authorized Representatives: Volker Harbusch

Status: March 2019