I. Scope of supplies and services
The scope of deliveries and services shall be determined by the written declarations of both parties. authoritative. In the absence of such, the General Terms and Conditions of the Supplier. Deviations from this require written confirmation by the supplier. Purchasingconditions of the purchaser are not recognized. Ancillary agreements are only effective if they are made in writing. are confirmed.

For all deliveries and services the regulations of the of the Association of German Electrotechnicalker, insofar as they are eligible for the security of the supplies or services. Deviations are permissible insofar as the same safety is ensured in another way.

The supplier reserves all proprietary rights and copyrights to cost estimates, drawings and other documents. and copyrights to cost estimates, drawings and other documents; they may only be used with prior consent. of the supplier are made accessible to third parties. Drawings belonging to the offers and other If the order is not placed with the supplier, the documents must be submitted immediately upon request.written. Protective devices shall be supplied insofar as this is required by law or expressly agreed upon.
is agreed.

Excess or short deliveries of up to 10% are reserved for custom-made products.
The information in catalogs, brochures, type lists, data sheets and other advertising material, specifications, requirementspecifications and other technical delivery conditions, in certificates and other forms do not constitute any certificates and other forms do not constitute any warranties of quality beyond the normal warranty.within the meaning of 459 para. 2 BGB (German Civil Code). Such assurances of properties require the following in order to be effective confirmation by the Supplier’s management, whereby the assurances must be expressly designated as such.must be expressly designated as such.
Samples are considered as experimental samples and not as specimens in the sense of the German Commercial Code (HGB). 494 BGB. When using the patterns is pay attention to any tolerances. Published samples of the company System Verwaltungs- und Vermietungs Gbr. are their property and must be returned to the supplier. Pattern are not intended for productive use.
Prototypes may not contain the full features required by the customer and thenes exclusively for testing. They may not be resold, nor may they be included in end products be used.

II. Prices
The prices are valid for delivery without installation or assembly ex works excluding the statutory taxes.value-added tax. All prices are subject to change. In the case of prices not agreed upon, the pricesprices valid at the time of delivery shall apply. In addition, we shall be entitled to adjust the prices for call-offorders if these cannot be processed in the originally specified form due to the buyer’s disposition, i.e. the totaloriginally stipulated, i.e. the total number of items, the quantity per released delivery or the acceptanceor the acceptance period are subject to change.

Additional costs incurred due to a mode of shipment determined by the Purchaser shall be borne by the Purchaser.

Special packaging, e.g. for sea freight, will be charged at cost price.

III. retention of title
The delivery items remain the property of the supplier until all claims against the customer have been fulfilled.claims to which the customer is entitled or to which it is entitled under the business relationship. Prior to this, the pledge or the siThe transfer of ownership of the delivery items is prohibited. If third parties gain access, this must be reported by the Buyer to the Supplier without undue delay.

Resale shall only be permitted to resellers in the ordinary course of their business and onlyresellers in the ordinary course of business and only on condition that the reseller receives payment from his customers or makes the that title shall not pass to the customer until the customer has paid the price in full.
In the event of resale, the Purchaser shall assign its future purchase price claim in the amount of the invoiced value of thethe future purchase price claim in the amount of the invoice value of the delivery item to thethe invoice value of the delivery item to the Supplier by way of security, without the need for a specific declaration (extended ownership).tumsvorbehalt). If third parties seize the assigned claim, this shall be reported by the customer without delay.the supplier in due time.

In the event of mixing, combining or processing, the Supplier shall become co-owner of the new item. In In this case, the Purchaser shall also assign its ownership or co-ownership rights to the Supplier.
In the event of resale, the Purchaser assigns to the Supplier, already upon conclusion of the transaction with the Supplier the Supplier to the amount of the invoice value of the delivery item by way of security, without thethe invoice value of the delivery item to the Supplier by way of security, without the need for a specific declaration.

If the value of the security provided exceeds the Supplier’s delivery claim by more than 20%, then the latter shall be obliged to reassign the goods at the request of the Purchaser. Any costs of inThe customer shall bear the costs of the servicing.

In the event of a deterioration in the financial circumstances of the Purchaser, the Supplier shall be entitled to the resale or further processing (mixing, combining, processing) of the delivery item and toand to demand its return at the expense of the Purchaser.

In the case of a current account, the retained title to the delivery item shall be deemed to be security for thethe supplier’s balance claim.
The reclaiming of the delivery item subject to retention of title shall not be deemed to be a rescission from the contract.

IV. Deadline for deliveries and services
With regard to the deadline for deliveries and services, the mutual written declarations are authoritative. If no such conditions exist, the supplier’s terms and conditions of sale shall apply. Deviations from this require written confirmation by the supplier. Compliance with the deadline
The delivery is conditional upon the timely receipt of all documents to be supplied by the customer, the necessarythe necessary permits and approvals, the timely clarification and approval of the plans, thecompliance with the agreed terms of payment and other obligations. If the prerequisitesIf the customer fails to meet the requirements in due time, the deadline shall be extended accordingly.

The deadline is considered to have been met:
a) in the case of delivery without installation or assembly, if the consignment ready for operation is delivered within the prescribedagreed delivery or performance period has been dispatched or collected. If the deliveryIf the delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been complied with if notification is given that the goods are ready for dispatch within the agreed period;
b) in the case of delivery with installation or assembly, as soon as this has taken place within the agreed period. If the failure to meet the deadline for deliveries and services is due to events of force majeure, e.g. Mobilization, riot, war, lockout, strike, shortage of raw materials, accident, fire, water inbreakage, failure/Delay supply, lack of means of transportation, energy supply difficultiesor other circumstances for which the supplier cannot be held responsible, then the deadline will be extended appropriately.

In the event of non-compliance with the deadline for reasons other than those mentioned in Clause3 , the Purchaser may, provided that he/she can credibly show that he/she has suffered damage as a result of the delay, compensation for delay for each full week of delay 0.5%, but not more than 10% of the value of the goods desjenipart of the deliveries or services that is not completed on time due to a delay in completion.The use of the equipment was not possible due to the lack of individual items belonging to it.

V. Export and re-export
All deliveries of the company S.E. System Electronic GmbH are subject to the export license according to German foreign trade law.German foreign trade law, the knowledge of which is incumbent on the customer.the customer.

Products and technical know-how supplied by S.E. System Electronic GmbH are intended for the are intended to remain in the Federal Republic of Germany due to existing licenses and copyrights. The re-export- individually or in system integrated form is subject to approval by the customer.

VI. export restrictions
In accordance with German law, information and permits may be obtained from the Bundesamt für gewerbliche65731 Eschborn Tx.1, or the competent authority of another supplier country.

VII Transfer of risk
The risk shall pass to the Purchaser even if carriage paid delivery has been agreed.

In the case of delivery without installation or assembly, the risk shall pass to the Purchaser when the orderedready for dispatch or has been picked up. The packing is done with bestter care. Shipment shall be made at the best discretion of the supplier. At the request and expense of thethe shipment is insured by the supplier against breakage, transport and fire damage.

In the case of delivery with installation or assembly, the risk shall pass to the Purchaser on the day of acceptance. in the own company over. Insofar as trial operation has been agreed, the risk shall pass to the The orderer after a faultless trial run. It is assumed here that the trial operation or the takeover in the own company immediately to the ready-for-operation installation or assemblycloses. If the customer accepts the offer of a trial run or the takeover in his own business 14 days after this offer, the risk for the period of delay shall pass to the customer. the time of the delay to the customer.
If dispatch, delivery or the start or performance of installation or erection is delayed at the request of the assembly is delayed at the request of the Purchaser or for reasons for which the Purchaser is responsible, then the risk for the period of delay shall pass to the Purchaser. Partial deliveries are permissible.

VIII. Terms of payment
If the agreed payment period is exceeded, i.e. as a rule from the 31st day after the invoice date, we aredate, we shall be entitled, without reminder, to charge interest on arrears at a rate of 4% above the discount rate of therate of the Deutsche Bundesbank, but at least 8% from the due date of the invoice.due date.
The purchaser shall not be entitled to withhold or set off payments, not even on account of complaints, unless we have acknowledged the purchaser’s claims in writing or these claims have been have been legally established.
If, after conclusion of the contract, we become aware of a change in the creditworthiness of the purchaser agreed terms of payment are not complied with, we shall be entitled to demand immediate payment for thethe value of deliveries already made and to demand further deliveries from the customer.payment of the loan. Payments shall be made free Supplier’s payment office. The BeThe customer may only offset such claims that are undisputed or have been legally established. are undisputed.

The payment term is 30 days from the invoice date at the longest. For cash payment and payment under cash on delivery or within 14 days after the date of invoice, the supplier grants a 2% discount, iffar as this is stated on the front of the invoice.
Checks and bills of exchange shall be deemed payment only after receipt of the equivalent value. Collection and discount specshall be borne by the customer.
Bills of exchange will only be accepted after prior approval by the supplier. However, if circumstances for which the supplier is not responsible, the supplier reserves the right to cancel the credit grantingThe supplier reserves the right to cancel the granting of credit as well as the return and revocation of bills of exchange already accepted.

In the event of non-compliance with these conditions, the entire balance arising must be paid immediately. No cash discount shall be granted if an overdue balance in favor of the Supplier at the time of payment islation is available. Payments will be applied to the oldest debt and any additional charges.
If the purchaser is in default, interest on arrears in the amount of 4% above the respective discount rate of therate of the Deutsche Bundesbank, at least 8% from the due date of the invoice.

Unauthorized deducted cash discount amounts will be unconditionally reclaimed.

IX. Liability for defects
Complaints or notices of defects must be made in writing to the supplier immediately, at the latest within 2 years – without regardless of the period of operation – from the date of transfer of risk, in writing to the supplier.The following table shows the amounts of the If a notice of defect is justified, the Supplier shall, upon return of the
of the complained part free of charge. Further claims are excluded. The orderThe customer shall fulfill its contractual obligations, in particular the agreed terms of payment.to comply with the requirements. The purchaser may only withhold payments to the extent that these are within a reasonable period of time.
proportionate to the cost of eliminating the defects that have occurred. However, if the contract belongs the operation of a commercial enterprise, the Purchaser may withhold payments only if a notice of defect isif a notice of defect is asserted about the justification of which there can be no doubt.
Parts that are to be replaced must be sent in. In all cases, only those parts are replaced, which have the defect in the material or workmanship.
The Purchaser shall grant the Supplier the time reasonably required to remedy the defect. and opportunity to grant. If he refuses to do so, the supplier shall be released from liability for defects. If the Supplier fails to remedy the defect within a reasonable period of grace set by the Supplier, thethe defect, the Purchaser may demand a reduction in price or rescission of the contract. demand.
The liability for defects does not apply to natural wear and tear, nor does it apply to damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating unsuitable equipment and such chemical, electrochemical or electrical influences which are notwhich are not assumed under the contract.
The supplier shall be released from liability for defects if modification or repair work has been improperlycarried out improperly without the express approval of the supplier.

Further claims for damages as well as consequential damages, irrespective of the legal basis and to what extent, are excluded. This shall not apply in cases of intent or gross negligence.liability is mandatory in the event of negligence.

X. Other Claims for damages
Claims for damages by the purchaser arising from a positive breach of contract, from the Duties in contract negotiations and from tort are excluded. This applies not if liability is mandatory in cases of intent or gross negligence.

XI. Contract adjustment
In the event of force majeure, such as mobilization, riot, war, lockout, strike, raw materialshortage of raw materials, accident, fire, water ingress, failure of suppliers, defects in means of transport, officialinterventions, energy supply difficulties and other circumstances for which the supplier cannot be held responsible circumstances for which the supplier cannot be held responsible, the agreed delivery period shall be Scope. If the delay in delivery lasts longer than two months, the supplier is entitled to withdraw from the contract. from the contract. The orderer can from the extension of the delivery time and the resignation from the The Company cannot derive any claims for damages from this contract. The supplier may refer to the above circumstances only if he notifies the purchaser without delay.

XII. other
If the customer is a registered trader, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship directly or indirectly arising from the contractual relationship, the registered office of the supplier.. -Rosenheim –
For deliveries abroad, the rules of the Incoterms in force at the time shall apply. All with costs associated with the border crossing, such as customs duties, taxes, inspection fees and other costs. shall be borne by the customer.

Should any provision of a supply contract be invalid, this shall not affect the remaining content of the contract. not touched. The invalid agreement shall be replaced by an agreement that is valid in accordance with the law. is economically justifiable in a reasonable manner.

The contractual relations shall be governed exclusively by German law.

The validity of the Uniform Law on the International Sale of Goods of July 17, 1973, enacted on the basis of theThe Uniform Law on the International Sale of Goods of 17.07.1973, adopted on the basis of the Hague Convention of 01.07.64, is excluded.

Status: 26.11.2013