General terms and conditions of the S&G Communication Gesellschaft für Telekommunikation mbH (association for telecommunications GmbH)

A   Scope of application
For all purchases and deliveries the general terms and conditions for purchases and deliverers, mentioned hereinafter are applicable. The customer’s own conditions of purchase are excluded. In case of counter confirmation of the customer at his purchase conditions, the offer is considered invalid. For offers to foreign customers it is concluded that the laws of the ‘Federal Republic of Germany’ becomes valid for the entire business relation regardless what legal ground they are based on. Both the uniform purchase right and any other international rights are fundamentally excluded. The contract language for the business relations of the supplier with the customer is German. In the event that one or more regulations of the general terms and conditions are ineffective, regardless which legal ground, the effectiveness of contents of the remaining terms and conditions will not be affected hereby. This general terms and conditions are also valid for all future business relations, even if not again expressly agreed upon. These general terms of payment and supply for products and achievements of the electrical industry are valid as a substitute, as far as our general terms and conditions do not deviate from it.

B     Contract conclusion / scope of delivery
Unless otherwise stipulated in writing, our offers are always subject to change. Our offers indicated that it should always be considered approximately true to scale and weight, unless otherwise stated in writing. This also applies to the attached resp. enclosed documents, e.g. illustrations and drawings etc. The contract conclusion becomes effective upon order confirmation of the supplier.  
In the event that the supplier fails to send an order confirmation to the customer upon the customer’s order, the acceptance of the order becomes effective upon delivery along with invoice and/or delivery note. Scope and content of the delivery are constitutive and authoritative due to the written order confirmation of the supplier respectively the invoice and/or delivery note transferred to the customer. All documents forwarded to the customer e.g. catalogues, illustrations, technical descriptions, samples, etc., are only approximately binding unless otherwise expressively stated in writing.  The supplier reserves the solely proprietary- and copyright on all catalogues, illustrations, technical descriptions, drawings, samples as well as assembly instructions and operator manuals. Additionally, all aforementioned issues are subject to constructive modification. The above-mentioned issues must not be made accessible to third parties.
For orders in the amount of less than 50,00 € net, a lump-sum of 5,00 € as service charge for order handling  is considered agreed upon.  Furthermore, any rebate for orders less than the minimum order value of 50,00 € will not be applicable. The supplier’s gross price, valid at the day of delivery will form the basis of calculation. 

C     Delivery times and transfer of risk
The mentioned delivery time is approximate. It is only considered fixed date if expressively indicated and becomes an essential part of the contract. In case of unforeseeable events having an impact on the production of the delivery item, the delivery times will be extended accordingly. This applies to production interruptions incl. procurement of the required raw materials, also if the events occur at the sub-supplier of the supplier. The supplier will not be responsible for the aforementioned circumstances, even if they develop during an already occurred delay. If a delivery date is not met by the supplier, the customer may withdraw the contract if he/she

sets a written respite for the supplier of 6 weeks and granted opportunity to the subsequent delivery within the set period. The supplier is responsible for damage caused by delay only in case of grossly negligent behavior and/or willful misconduct.

The amount of the damage is limited to 5 % for each complete week, if the customer is a merchant or a  legal body of public right, counted from the proportional value of the complete order, which, due to the delay, was unavailable for the customer and not in compliance with the contract.

The risk for each delivery is transferred to from the supplier to the customer upon delivery of the goods from the plant of the supplier, also in the event of partial deliveries or if the supplier bears the costs for the delivery and supply. It is incumbent on the customer to insure at his/her expense the respective supply starting from passage of the risk against insurable risks. If the delay in delivery is caused by circumstances, which fall within the range of the customer, the risk is transferred likewise to the customer from the day of dispatch readiness.
Partial deliveries are acceptable. The customer is obligated to accept and keep dispatched resp. delivered goods also in the event these good show deficiencies. This does not represent a renouncement of the customer’s rights.

For custom-tailored products and special designs the supplier reserves the right to supply over deliveries resp-. under deliveries up to 10 % of the ordered/commissioned delivery total. 

D Conditions of payment
Unless special conditions are agreed, the supplier’s prices are stated Ex works in Euro. The valid VAT is added to the price. Payment is performed via COD or bank withdrawal, unless otherwise agreed upon. Net payment within one period starting from invoice date is subject to written agreement. For export sales only the written and agreed payment periods are applicable.

Payment is only considered fulfilled when the amount is in the supplier’s funds.

In case of delay in payment (exceedance of the agreed payment period) the supplier is eligible to bring into account default interests in the amount at least 3 % above the valid bank rate without requiring a separate reminder. In the event of return debit notes a handling fee of € 5,00 plus all occurring bank charges will be claimed. If the customer is a general merchant, the withholding of payments due to claims or other counter claims, not accepted by the supplier and without legal acceptance, is not permissible.

E Reservation of proprietary rights
The delivered goods remain property of the supplier until the purchase price is received in full amount and all other claims resulting from the business relation, regardless their kind are fulfilled The transfer of ownership is only valid when all payments arranged by bank note or check incl. all auxiliary costs have been fully settled.

For payment by check resp. bank note payment is effected at the day of encashment.

In case of resale of the goods the customer is obligated to reserve his proprietary rights.

Under no circumstances is the customer authorized to pledge the goods or to assign as collateral.

If the customer acts contrary to contract resp. falls behind, the supplier is authorized to return the goods and the customer is obliged to hand it over.

The retention of title and garnishment of the property by the supplier does not constitute cancellation of the contract, unless the advance payment law is applicable.

The customer is only entitled to resale the goods in proper business procedure, while already assigning the claims to the supplier. On request he is obligated to name garnishee and the claimed amounts.

The customer is furthermore obligated to insure unpaid goods of the supplier against damage, especially fire, water, theft and breakage.

If in case of export deliveries the aforementioned stipulations for the reservation of proprietary rights are not in effect in the export country or must be supplemented resp. registered, the supplier is authorized and the customer is obligated to name a protective agreement according to the law of the export country and to initiate a registration. If the importer is at default of payment the supplier is eligible to return the goods in his/her possession and to store the goods separately or outside the customer’s business facilitates without withdrawing the contract.

F Warranty/ complaints

Unless otherwise agreed upon the warranty obligation is valid 24 months resp. 6 month for rechargeable batteries. Upon receipt of the ordered goods the customer is obligated to inspect the goods in regard to truth and fairness. Obvious deficiencies must be announced within 14 calendar days from the day of arrival of the good at the customer’s facilities, indicating the exact type of deficiency.

If the customer continues to use the received good it is his responsibility to inspect the goods on concealed deficiencies and to claim said deficiencies prior to further use.

If claims of visible deficiencies are not performed in a timely and due form, the claims will loose the entitlements arising from these deficiencies.

The supplier does not take responsibility for damages caused by improper or incorrect storage, improper application or false assembly of the goods.

In case of legitimate claims the warranty granted by the supplier is limited to either correction of the said deficiency or replacement of the delivery good.

The customer must request the supplier within a reasonable time to replace or repair the good.

If the supplier fails to repair or replace the good or is the repair not performed within a reasonable time, the customer may either claim for reduction of the agreed commission/price or cancel the contract.

In the event the claim is justified, the supplier will bear all costs arising from the repair or replacement delivery, his/her own costs for the repair or the cost for a replacement of the goods incl. costs for shipment.

The supplier will not bear any costs for the inspection, sorting-out or provision of defective goods. Those costs are born by the customer if said customer is a general merchant.

Additional claims of the customer, especially for damages that did not occur on the delivered good itself are excluded. The disclaimer of warranty is not applicable in case of gross negligence and intent or in lack of features promised to the customer due to the individual regulations of the order, if such agreement with the customer was made to protect the customer against damages that did not occur to the delivered good itself.

 G Cancellation of order / returns
Return shipments / cancellations of order from the customer will only be accepted by the supplier upon prior written agreement. Products that are not part of the sales assortment of the supplier are excluded from the right to exchange. Each return shipment must be provided in the original packaging of the goods, CPT.

Return with postage unpaid will not be accepted. The costs arising from postage unpaid shipments will not be borne by the supplier. Each return delivery must contain a copy of the original invoice of the delivered goods.

Credits from return goods will be calculated acc. to the current sales price and can only be settled in combination with a new order.  If the supplier is not responsible for the return delivery the customer must free the supplier from all cost arising from the return shipment. This also applies to order cancellations from the customer.

Additionally, the customer agrees to pay a fee in the amount of 5 % of the total goods value, at least € 10,00 to cover the handling of the return shipment /cancellation of orders.

H Product liability

If any damage is caused to the customer due to defaults caused by the suppliers in regards to neglected or poor performance of the delivery good or incomplete consultation, information or insufficient proposals on application during or after contract conclusion, and the basis of the claim represents a product liability, the settlement of warranty for deficiencies of the delivered goods in respect to the conditions between the supplier and the customer is applicable, under exclusion of any further claims, regardless what legal ground those claims

derive from.

In the event the warranty disclaimer resp. the limitation of warranty for product liability acc. to the aforementioned agreements proved ineffective, and should the supplier be liable to admit the claim on its merits, such warranty in its amount is limited to the product liability insurance of the supplier’s insurer in the amount of the insured for damages to person or property. He customer will waive further claims from damages not covered by the insurer in case of product liability.

For further usage of the delivered good through the customer, the customer will take over the responsibility for inspection of the delivered goods for further usage through his/her customers or Third Parties.
The supplier and the individual customer exclude the assertion of product liability occurred to Third Parties and from assignment of rights of said Third Party to the customer.

The customer is not eligible to assert claims from sub-suppliers or assistants. To

Supplier and customer undertake mutually perform defense against Third Party claims

I    Place of execution and jurisdiction
The sales contract is subject to German law. The regulations of the Hague convention on international sales contracts do not apply. Place of execution for deliveries and payments, if an agreement is admissible, is Leun, Germany. If one of the aforementioned regulations should be futile or become futile, then the effectiveness of the other regulations is not affected hereby. The futile regulation will be replaced by an effective regulation, meeting the economic purpose pursued as far as possible.

The place of jurisdiction is the district court of Wetzlar, Germany

Issuance: 04/2008

J Address
S&G Communication (Association for telecommunications GmbH)