General terms & conditions
1. | General Provisions |
| 1.1 | The following General Terms and Conditions apply exclusively to our quotes and deliveries. |
| 1.2 | The customer’s terms and conditions of purchase shall only apply to the extent that they do not contradict the following terms and conditions. |
| 1.3 | Special agreements which deviate from or supplement our terms and conditions shall only be effective if they have been confirmed by us in writing. |
2. | Quotes |
| 2.1 | Our quotes are without obligation and are non-binding in all cases, unless a written order confirmation has been provided by us with fixed and binding terms. |
| 2.2 | Illustrations, designs and technical data in quotes, brochures and other informational materials merely represent approximate values and do not need to correspond with the latest relevant version. As a result they do not establish any pledged characteristics, nor are they relevant for the purposes of determining the service and item to be delivered in accordance with the contract. With respect to changes as a result of technical progress we shall be entitled to replace or to amend specifications for the equipment ordered prior to delivery, provided that this does not result in any essential change in functionality. |
| 2.3 | Orders shall only become binding on us based on our written order confirmation, unless the order has already been executed by us beforehand. |
| 2.4 | The prices stated by us are net prices. They are exclusive of VAT which must be paid in addition. |
| 2.5 | Prices are exclusive of packaging, postage, freight and transportation insurance from the warehouse location to the customer. |
| 2.6 | We reserve for ourselves the title and copyright exploitation rights to all drafts, designs and other quote documentation. These may not be made available to third parties without our written consent. |
3. | Delivery and shipment |
| 3.1 | Agreed delivery periods shall start with the sending of the order confirmation, and shall be met if the goods to be delivered have left the warehouse or if the readiness for shipment has been communicated to the client by the time that the period expires. |
| 3.2 | We shall be entitled to withdraw from the contract if one of our sub-suppliers does not supply us or does not supply us on time. |
| 3.3 | The delivery period will be reasonably extended in the event of delay in delivery on account of force majeure, strike, lockout or other circumstances for which we are not responsible. |
| 3.4 | Partial deliveries shall be permitted to a reasonable extent. They shall be considered to be independent transactions. |
| 3.5 | In the event of default the customer shall have a right of withdrawal from the contract in accordance with the statutory provisions. The extension period required for this must be set in writing and this period must be at least 4 weeks. Claims for compensation on account of default or impossibility are excluded. |
| 3.6 | The goods will be insured when shipped from our warehouse. The shipment and insurance will be for account of the customer. |
| 3.7 | If the customer requests installation and commissioning of the equipment by us then this shall be charged separately. |
4. | Rentention of title |
| 4.1 | We shall retain title to the goods delivered until all claims from the business relationship between us and the customer have been paid in full. Only unconditional receipt of the equivalent value shall be considered to constitute full payment. |
| 4.2 | If the customer is in default with its payment obligations, we shall be entitled to demand the immediate return of our goods which are subject to retention of title. This demand for the return of the goods shall not constitute a withdrawal from the contract unless we expressly state otherwise. |
| 4.3 | If the customer is in arrears with an agreed instalment for longer than 10 days (with bank transfers the date of the receipt entry with the bank or postal cheque office shall be the crucial date), then the entire amount which is outstanding shall become due for immediate payment. We shall then be entitled at our discretion to withdraw from the contract or to claim compensation for non-fulfilment. |
| 4.4 | The customer must indicate our title to the goods and inform us without delay in the event of seizure or other interventions by third parties in relation to goods subject to retention of title. |
5. | Payment terms |
| 5.1 | Unless otherwise stated in the quote and the order confirmation, payment must be made net to bank account without any discount within 30 days (until the date of the credit entry) from the invoice date. Any potential complaints shall have no effect of delaying the due date for the claim. The customer shall be in default from the 31st day following the invoice date without an official reminder being required on our part. |
| 5.2 | In the event of default of payment on the part of the customer then, without prejudice to any further rights or claims, we shall be entitled to demand the payment of interest for default from the customer at the level stipulated in German law § 288 BGB, unless the customer is able to prove that we suffered no loss or that our losses were considerably lower. |
| 5.3 | For payments from abroad OUR, the sender of the payment assumes all applicable fees. |
6. | Rental conditions |
| 6.1 | Only trained staff should use the devices according to the user’s manual or according to training in system operation offered by SENSYS GmbH. The renter is responsible for all damages caused on the devices by non-compliance of the rules given in the manual. SENSYS GmbH has the right to check on the rental objects on site at any time. The renter receives the devices in good condition. It is not allow for the renter to deteriorate the devices in any way. |
| 6.2 | Loss or damage of the rental devices have to be covered by the renter (maximum new value of devices). Without written permit of SENSYS GmbH it is not allowed for the renter to repair or modify the rental devices. |
| 6.3 | The renter is not authorized to hand the rental devices to any third party. The renter is liable for all defects caused by violating the regulations listed above. |
| 6.4 | Whenever errors, malfunctions and damages of the rental devices are detected by the renter, SENSYS GmbH has to be informed immediately. If these errors of the rental devices are not caused by the renter, then a replacement must be given to the renter. |
| 6.5 | Any further damage claims are excluded. |
7. | Warranty for equipment |
| 7.1 | We warrant that the products sold at the time of delivery are free from material or functional faults. The warranty period shall be 1 year unless a different period is pledged in the order confirmation. |
| 7.2 | Notification of identifiable defects should first of all be provided without delay by telephone or must be provided in writing within 10 working days after the goods have been received. We reserve the right to review the cause of the fault. The warranty obligation is excluded for faults which are attributable to improper handling or culpability on the part of the customer. |
| 7.3 | Goods will be repaired or a replacement delivery provided in a reasonable period at our expense and our discretion in the event of a justified notification of defects. |
| 7.4 | Any more extensive warranty is excluded. This applies in particular to consequential damage, for instance in relation to measurement values and on account of an inability to use the equipment during the repair works. |
8. | Warranty for programmes |
| 8.1 | We warrant that the programme carriers do not feature any material or production faults upon handover. In the event that a programme carrier should be defective then the customer may demand a replacement delivery during the warranty period. |
| 8.2 | The customer recognises that it is not possible to develop data-processing programmes in such a way that they work flawlessly using the latest available technology, particularly when these are combined with other programmes. To the extent that descriptions are supplied for the programmes then the programmes can be used in accordance with the description. |
| 8.3 | The agreed programme specification and acceptance procedure shall apply to programmes and programme components which are developed individually for the customer. If there are no such specifications then we shall endeavour to develop and/or adapt the programme for the customer’s purposes to the best of our knowledge and conscience. The goods shall in this case be deemed to have been accepted through the delivery. Change requests from the customer will be incorporated in a reasonable time and with separate charges whenever these requests are possible according to the latest available technology. |
| 8.4 | No documentation will be supplied on customised software programmes or programme changes unless the customer places a separate order for this. |
| 8.5 | In an individual case the documentation supplied on standard programmes may differ slightly from the actual programme if the programme has been subject to further development in the meantime. |
9. | Export control |
| 9.1 | The purchaser undertakes to refrain from the following transactions in any case: a) Transactions with persons, organizations or institutions which are on a sanctions list according to EC regulations or US export regulations, or contradict the currently applicable legal provisions. b) Transactions with embargoed states that are prohibited. c) Transactions for which the required authorization has not been obtained. d) Transactions that could be made in connection with NBC weapons or military end use. |
| 9.2 | The purchaser shall notify us in writing without delay and without being re-quested to do so if it becomes aware of any of any breach of the above obliga-tions or of any suspicion thereof. Of a breach of the above obligations or of a corresponding suspicion. |
| 9.3 | If the customer violates the above obligations, we shall be entitled to rescind the contract. Entitled to withdraw from the contract. The assertion of any fur-ther claims, in particular claims for compensation claims for damages, shall remain unaffected. |
| 9.4 | The purchaser shall provide us with all information necessary for the export permit process at the for the approval process at the Federal Office of Econom-ics and Export Control (BAFA). Export Control (BAFA) upon request. |
10. | Severability clause |
| Â | In the event that individual provisions above are ineffective then this shall not affect the effective nature of the remaining terms and conditions. The ineffective provisions shall if necessary be replaced by an effective provision which as far as possible corresponds with the economic purpose of the clause that has become ineffective. |
11. | Place of jurisdiction and of fulfillment |
| Â | The place of jurisdiction and of fulfillment shall be the place of the registered office of SENSYS Sensorik & Systemtechnologie GmbH. |