- These Standard Terms and Conditions of Sale shall govern all product sales by SciMo – Elektrische Hochleistungsantriebe GmbH (SciMo). Any conflicting, contrary or additional terms and conditions of the Purchaser shall only become part of the contract if and to the extent SciMo has expressly agreed to their applicability. This express agreement by SciMo shall always be required, also, for instance, if SciMo effects a delivery without reservation in full knowledge of the Purchaser’s standard terms and conditions.
- Conflicting, deviating or spoken agreements require written confirmation by SciMo to be effective.
- The customer confirms that the products delivered by SciMo, provided development services as well as acquired knowledge are not used for military purposes.
- The latest version of the General Standard Terms and Conditions (GTC) published on the SciMo homepage www.sci-mo.de shall apply.
- Goods may only be returned after prior consultation and confirmation by SciMo.
- Offers and cost estimates are not binding.
- All quoted sales prices are net. The VAT is shown separately. A VAT calculation is only omitted in cases where the conditions for tax exemption of export deliveries are met.
- The prices do not include costs for packaging and freight.
- Details in quotations and/or order confirmations by SciMo, which are based on an obvious error, such as a spelling or a calculation error, do not obligate SciMo. Rather, the obviously intended explanation applies.
- The quotation documents, drawings, descriptions, samples and cost estimates of SciMo are not permitted to be passed on, published, duplicated or otherwise made available to third parties without the permission of SciMo. Upon request, the documents shall be returned without retaining any copies.
- SciMo reserves the right to change the date of delivery and to increase the purchase price by notifying the Co-contractor if any external influences, such as changed exchange rates or unexpectedly increased raw material costs, force SciMo to do so.
- A binding order acceptance is made with the commercial letter of confirmation.
- Under certain circumstances SciMo is dependent on the timely submission of necessary documentation, drawings, provisions etc. by the Customer. Should this requirement not be met, SciMo reserves the right to adjust the delivery date accordingly.
- Due to force majeure and disruptions beyond SciMo’s control, such as import and export restrictions, etc., the agreed delivery dates shall be extended accordingly after consultation with the Customer.
- In case of delivery schedules, the Customer shall be obliged to accept the goods within the agreed period. If no delivery schedules have been agreed upon in writing between the parties, SciMo reserves the right to demand immediate acceptance of goods to complete the order after a period of 6 months.
- If the Customer postpones the shipment date by more than 4 weeks after notification of readiness for shipment by reaching the confirmed delivery date, SciMo reserves the right to charge storage fees of 5% p.a. of the material value.
- Defects must be reported by the customer in written form immediately after receipt of the goods, hidden defects immediately after their discovery. The date of receipt of the complaint by SciMo shall be decisive.
- If the service provided by SciMo or the delivered goods are defective, SciMo may decide to deliver a replacement or remedy the defect. Multiple rectifications – usually two – shall be acceptable within a reasonable period.
- The right of the Customer to assert claims arising from defects shall in all cases be subject to a limitation period of 12 months from the date of transfer of risk, unless a longer period is prescribed by law. If the customer is an entrepreneur within the meaning of § 14 BGB, clauses 4.4 and 4.5 shall apply in addition.
- Obvious defects in work performances can no longer be claimed after acceptance. SciMo shall be notified in written form of these defects immediately, at the latest within two weeks after delivery, in order to preserve the Customer’s claims for defects. The defective items shall be kept ready for inspection by SciMo in the same condition in which they were at the time the defect was discovered.
- Insignificant, reasonable deviations in dimensions and design – especially in the case of subsequent orders – do not entitle to complaints, unless absolute compliance has been expressly agreed. Technical improvements as well as necessary technical modifications shall also be deemed to be in accordance with the contract, provided they do not represent a deterioration of the usability.
- Replaced goods shall become the property of SciMo.
- If SciMo’s operation or maintenance instructions are not followed, changes are being made to the products, parts are being replaced or consumables are being used that do not comply with the original specifications, any warranty shall be void if the Customer does not disprove an appropriately substantiated claim that one of these circumstances was the cause of the defect.
- Liability for normal wear and tear is excluded.
- Replacement deliveries and the return of repaired goods are at the expense of the customer, unless they are based on warranty. SciMo shall make a corresponding offer in advance.
- If the repair by SciMo fails within a reasonable period of time, the Customer may demand a reduction of the price or a withdrawal from the contract at his discretion.
- If a notification of defects is unjustified, SciMo shall be entitled to have the Customer reimburse the expenses incurred.
- Excluded from liability are defects which were implemented due to design specifications of the Customer. Changes or modifications to the goods by third parties without written approval from SciMo shall also void the warranty.
- The above provisions of this paragraph shall not apply to the sale of already used items. In case of consumers, a period of one year shall apply for the assertion of claims for defects. Used objects are delivered under exclusion of any claims for defects to entrepreneurs.
/// Limitation of liability
- Claims for damages from positive violation of claims, from culpa in contrahendo and from tort, which are not based simultaneously on the violation of a main contractual obligation by SciMo, are excluded against SciMo as well as against its vicarious agents, unless the damage was caused intentionally or by gross negligence. This shall not apply to claims for damages arising from the lack of the contractually stipulated qualification, which are intended to protect the customer against the risk of consequential damage caused by a defect. Claims for damages according to the law on liability for defective products (PrdHG) remain unaffected as well as liability for damages to life, body or health.
/// Intellectual property and copyrights
- SciMo is not liable for claims resulting from the violation of industrial property rights, if at least one industrial property right has not been published either by the European Patent Office or in the state of Germany.
- The Customer shall inform SciMo immediately upon becoming aware of the infringement of property rights.
- Claims of the Customer shall be excluded if the Customer is responsible for the infringement of property rights or if the Customer does not support SciMo to a reasonable extent in defending itself against third party claims.
- If SciMo manufactures products according to the specifications or the instructions of the Customer, the Customer shall be liable if property rights of third parties are violated.
/// Claims for compensation
- SciMo is only liable within the scope of the legal regulations.
- SciMo guarantees perfect standard products in accordance with the published product specifications. The warranty is limited exclusively to defects that occur during delivery or final inspection of the parts at the Customer (so-called ‘zero km defects’ / ‘zero hour defects’). Beyond that SciMo can not give any warranty.
- If the products are explicitly marked as Test Model or Prototype, SciMo does not take any liability for damages resulting from improper use.
/// Retention of ownership
- SciMo shall retain ownership of the delivered items until all claims against the Customer to which SciMo is entitled for any legal reason have been settled (reserved items).
- The Customer shall immediately notify SciMo in writing of any seizure of the items subject to retention of title and inform the pledgees of the retention of title. The Customer shall not be entitled to sell, give away, pledge or assign by way of security the items delivered to him under retention of ownership – except in the cases of the following paragraphs.
- In case of default of payment or any other culpable violation of essential contractual obligations by the Customer, SciMo shall be entitled to demand the return of the items subject to retention of ownership.
- If insolvency proceedings are filed against the Customer, SciMo shall be entitled to withdraw from the contract and demand the immediate return of the delivery.
- If the delivery is made for a business operation maintained by the Customer, the items may be resold within the scope of proper business management. In this case, the Customer’s claims against the buyer arising from the sale shall be assigned to SciMo already at this point. If the items are resold on credit, the Customer shall reserve the right of ownership against his customer. The Customer hereby assigns to SciMo the rights and claims arising from this retention of ownership against his customer.
- In case of breach of contract by the Customer, especially in case of default of payment, SciMo shall be entitled to take back the delivered items after a reminder and declaration of withdrawal and the Customer shall be obliged to surrender them. If the Customer has fulfilled the contract, SciMo shall return the items..
/// Terms of payment
- All prices are in Euro (EUR), unless otherwise agreed. These are ex works (Karlsruhe) including packaging. Value-added tax shall only not be charged in cases where the conditions for tax exemption of export deliveries are met.
- Unless otherwise agreed, payments shall be made within 30 calendar days without any deductions.
- SciMo reserves the right to change the terms of payment to advance payment for new customers or in case of justified indications for a payment risk.
- Delay in payment or other changes in the Customer’s circumstances that endanger the settlement of claims shall further entitle SciMo to withdraw from the contractually agreed service or, irrespective of its due date, to immediately assert open claims.
- If the Customer is in delay of payment, SciMo shall be entitled to charge the respective statutory default interest. The default interest rate shall be 5 % for the calendar year. SciMo reserves the right to assert further damages caused by default against SciMo. In the above-mentioned cases, the Customer shall be at liberty to prove a lower damage, which shall then be decisive.
- Liabilities to SciMo shall not expire until full payment of the invoiced amount has been received on our bank account.
- Upon expiration of the payment period, the Customer shall be in default of payment immediately – even without a special reminder.
- The Customer shall only have the right to withhold payments or offset them against counterclaims if his counterclaims are undisputed or have been legally established.
- Partial deliveries will be invoiced immediately.
- If the Customer finally suspends payments and/or insolvency proceedings are filed against his assets, SciMo shall also be entitled to withdraw from the unfulfilled part of the contract.
- SciMo shall be entitled to set off payments against the Customer’s older debts first, despite any other provisions of the Customer. SciMo shall inform the Customer about this kind of offsetting. If costs and interest have already been incurred, SciMo shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance.
- All information of any kind, be it written, oral, digital, photo-technical, graphic, drawing or other information is subject to secrecy by the customer towards third parties. This includes, but is not limited to, all information regarding product developments, product design, technical data, operating procedures, prices, etc. Third parties are neither economically and/or legally affiliated companies. Information is only to be passed on to employees of the customer, who need this information to fulfil the contractual task. A customary confidentiality agreement is to be concluded with them.
- A missing note of the confidentiality on the information is irrelevant.
- Unless otherwise agreed, the Customer agrees to immediately return confidential information to SciMo upon termination of the contract.
/// Applicable law, place of jurisdiction, partial invalidity
- The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between the entrepreneur and the customer, with the exception of the UN Convention on Contracts for the International Sale of Goods.
- If the Customer is a merchant in the sense of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of SciMo shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
- Should any provision in these Terms and Conditions be or become invalid, the validity of all other provisions and agreements between SciMo and the Customer shall not be affected.
Updated 18.11.2020 Version 1.2