1. General
1.1 These Terms and Conditions of Sale, Delivery and Payment shall apply to all sales and other legal transactions with our customers. We are not bound by the customer’s terms and conditions of purchase.
1.2 The customer is bound to his order for a period of four weeks. Only with our order confirmation the contract is concluded.
1.3 If our order confirmation is not objected to in writing within one week, it shall be deemed to be the content of the contract. The same applies in the event that the order is shipped to the customer. After handing over the goods listed in the order confirmation to the carrier (Sped., DHL, DPD or others), this is considered to be the express consent of the customer.
1.4 Verbal collateral agreements shall be invalid.
2. Delivery
2.1 The goods shall be delivered at the Buyer’s expense and risk, unless otherwise agreed. The risk is transferred to the customer when the goods are handed over to the carrier, etc. Unless otherwise agreed in writing, we shall charge any costs for installation, assembly and commissioning separately.
2.2 Agreed delivery assumes that the approach road is passable by heavy truck.
2.3 The goods shall also be deemed to have been delivered if they are not called off immediately on the delivery date after notification of readiness for dispatch; in this case we shall be entitled to store the goods at our customer’s expense or to sell them on the open market after setting a reasonable grace period. However, such sale shall not constitute a rescission of the contract; the proceeds of the sale shall merely be set off against the purchase price owed.
2.4 Force majeure and other unforeseeable events or events beyond our control such as labor disputes, sovereign measures, traffic disruptions, interruption of energy supply and the like as well as traffic accidents for which we or our suppliers are not responsible (slight negligence shall not be considered as damaging in this case) shall release us from the obligation to deliver for the duration of their effect, even if they have occurred at our supplier or its upstream supplier, but in any case only to the extent that we prove to the customer that these events are the cause of the disruption in performance. If delivery becomes impossible as a result of the aforementioned events, our obligation to deliver shall lapse under the same conditions.
2.5 The goods shall be packaged as is customary in the industry; packaging shall be charged at cost price. Packaging material will only be taken back or reimbursed if this has been agreed in writing.
2.6 The goods shall be insured against damage in transit, loss in transit or breakage at the written request of the Customer and then at its expense and for its account. Externally visible transport damage must be reported immediately upon receipt of the goods and the nature and extent thereof must be communicated in writing without delay.
2.7 All announced and agreed delivery dates and delivery periods are approximate. Fixed transactions are excluded.
Partial deliveries and partial invoicing are permissible.
2.8 In the case of contracts for work and services, invoicing shall be carried out after completion according to the services actually rendered. The full fee shall be paid for services rendered by the director even if no director’s confirmation has been signed.
3. Notice of defects/warranty
3.1 We warrant that the goods are in proper condition and have the usual properties; we shall only be liable for special properties if these have been promised in writing.
3.2 For goods which are designated as lower quality, e.g. “second choice”, “remaining stock”, the warranty shall be limited accordingly to the properties which are to be expected according to the special marking of the goods.
3.3 No warranty can be given for deviations in color shades due to production and material.
3.4 Delivered goods shall be inspected by the customer immediately, and any defects discovered in the process shall be reported without delay, otherwise excluding all claims for compensation by the customer who is not a consumer within the meaning of the KSchG.
3.5 Examination of the goods merely by random sampling shall not be deemed a proper examination.
3.6 The warranty period for movable goods for consumers within the meaning of the KSchG is two years from delivery, otherwise 6 months, but for machines and equipment a maximum of 300 operating hours. Correction of defects does not take place. The burden of proof that a defect for which we are responsible existed at the time of delivery shall lie exclusively with the customer. There shall be no extension of the warranty period due to rectification of defects.
4. Product liability and liability for damages
4.1 We shall be liable for damages for which we are responsible within the scope of product liability as well as for damages for which we are responsible within the scope of the relevant statutory provisions, whereby we shall be liable exclusively for damages caused intentionally or by gross negligence. The burden of proof for the existence of this form of debt lies with the customer.
4.2. We are not liable for the correctness of information on handling, operation or operation, insofar as such is contained in brochures, technical descriptions or other instructions; these are the responsibility of the manufacturer. We shall also not be subject to any further duties of disclosure, in particular with regard to storage, maintenance, installation or other handling. We are under no obligation to inspect goods not manufactured by us upon purchase or resale.
4.3 Claims for damages shall in any case exclusively include the pure costs of remedying the damage, but not consequential damages, loss of profit or the like. All claims for damages and any recourse claims against us shall be asserted in court within 6 months, otherwise they shall be forfeited.
5. Payment
5.1 Our invoices are due for payment immediately, unless otherwise agreed. In the event of late payment, any agreed discounts shall be deemed forfeited.
5.2 The claiming of discounts granted shall be subject to the condition that all claims to which we are entitled and which are already due have been settled.
5.3 Checks and bills of exchange shall only be accepted on account of payment; bill tax, discount, protest and collection charges shall be borne by the customer. We do not guarantee timely submission and protest.
5.4 Our employees are only authorized to accept payments with an express, written power of attorney for collection.
5.5 Incoming payments shall be credited against the oldest claim.
5.6 The customer shall not be entitled to withhold payments for any reason whatsoever or to declare a set-off against our claims. Insofar as the customer is entitled to a right of retention with regard to our remuneration in the event of a delivery or service, this shall be limited to the amount of the cover capital of the reasonable costs of improvement.
5.7 In the event of default in payment, we shall be entitled to charge default interest at the rate of 12% p.a., without prejudice to any further claims. However, we shall in any case be entitled to demand higher bank interest charged to us.
5.8 In the event of default on the part of the customer, we shall be entitled to demand immediate payment of the entire outstanding debt and, in particular, to revoke any payment terms granted; we shall also be entitled to this right if, after conclusion of the contract, we become aware of unfavorable circumstances regarding the customer’s solvency or economic situation.
5.9 In the event of default in payment or acceptance by the customer despite the granting of an 8-day grace period, we shall be entitled, without prejudice to our other rights (in particular those pursuant to 2.3), to take back the goods owned by us, without this being equivalent to a withdrawal from the contract, or; to withdraw from the contract in whole or in part while preserving our rights, in particular to damages for non-performance. We are entitled to demand either thirty percent of the agreed order amount without proof of damage or compensation for the actual damage incurred.
6. Retention of title
6.1 The delivered goods shall remain our property until full payment of all obligations of the customer. In the event of default on the part of the customer, we may demand the surrender of the items owned by us and collect them from the customer or a third party, whereby the customer waives the right to assert a right of retention for whatever reason. The customer shall bear the costs of taking back the goods, which does not constitute a withdrawal from the contract.
6.2 The customer shall be entitled to sell goods subject to our reservation of title in the course of its daily business; the customer shall be prohibited from transferring or pledging such goods by way of security as well as from any other dispositions not in line with its daily business. If a third party executes or otherwise seizes goods that are still subject to our retention of title, the customer must notify us immediately; any costs incurred by us in enforcing our claims must be reimbursed to us by the customer.
6.3 Our ownership shall also not be lost in the event of processing or treatment of the goods to which we retain title; in this case, it shall be deemed agreed that we are entitled to an aliquot co-ownership share in the item created by processing or treatment.
7. Place of performance
The place of performance for all mutual claims is the location of our registered office.
8. Place of jurisdiction
for all disputes is Berlin or the registered office of Si Us Instruments GmbH. German law shall apply exclusively, with the exception of the UN Convention on Contracts for the International Sale of Goods.
8.1. In the event of the invalidity of one or more provisions of this contract, the remainder of the contract shall remain in full force and effect. The invalid provision shall be deemed to be replaced by a legally permissible provision that comes as close as possible to the economic purpose of this provision.
8.2. The contracting party agrees that we may store and process its data – to the extent necessary for business and permissible under the Data Protection Act.
Si Us Instruments GmbH, Max-Planck-Str. 3, 12489 Berlin
Status: February 2015