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General Terms and Conditions of

sentronics metrology GmbH 
Mallaustr. 72
68219 Mannheim

- consecutively called sentronics metrology GmbH -

 

General Terms and Conditions

l.) General Terms - Territory

1.) Customers under these Terms and Conditions are independent contractors. Independent contractors are natural or legal persons or partnerships of legal capacity pursuing commercial or independent professional activities.
2.) The Terms and Conditions apply to all similar current and future business relations with the Customer. Other contrasting, contradicting or supplementing general terms and conditions - even if known - are not an integral part of the contract unless explicitly approved of in writing by sentronics metrology GmbH.
3.) Should individual provisions of this contract be or become partially or fully invalid or unenforceable, this does not affect the validity of the other provisions. The partially or fully invalid or unenforceable clause may be replaced by sentronics metrology GmbH by a clause that comes close to the economic objective of the invalid one.

ll.) Conclusion of Contract

1.) Offers submitted by sentronics metrology GmbH are non-binding. The confirmation submitted by sentronics metrology GmbH is authoritative for the contractual content. Oral statements by representatives and employees, oral agreements or subsequent amendments to the contract are only valid if confirmed by sentronics metrology GmbH in writing. This also applies to changes to the provision governing the written form.
2.) Technical data, illustrations, drawings, weights and measurements and descriptions, etc. in quotations, price lists and other general print matter only represent estimates unless a certain property is explicitly agreed upon. sentronics metrology GmbH reserves all rights of property and intellectual property relative to all quotations, drawings and other documents. They may not be disclosed to any third party.
3.) The contractual offer is binding upon the Customer for a period of four weeks upon receipt by sentronics metrology GmbH.
4.) The contract is concluded under the provision of correct and timely delivery by sentronics metrology GmbH's suppliers if non-delivery is beyond the control of sentronics metrology GmbH (especially in case of congruent covering transactions with one of sentronics metrology GmbH's suppliers). The Customer will be informed on non-performance without delay. Any compensation will be reimbursed immediately.
5.) sentronics metrology GmbH may withdraw from a quotation or a contract if the Customer is in arrears regarding payment, the credit standing is dissatisfactory or in case of other risks endangering due performance by the Customer.

lll.) Prices and Terms to Payment

1.) Prices are charged by sentronics metrology GmbH ex place of delivery and VAT not included. In case of a net value of goods below € 75 a mark-up of € 10 + VAT is charged for insufficient quantity. According to the Seller's discretion domestic deliveries and foreign deliveries are effected subject to COD, advance payment or down payment up to an amount yet to be defined by the Seller or subject to invoice payment within 30 days net. Fees charged for COD shall be borne by the Customer. In case of new customers delivery is exclusively affected subject to advance payment unless otherwise agreed upon.
2.) ln case of non-payment within the agreed period the Customer undertakes to pay interest customary in banking.
3.) Unless payment of due invoice amounts including interest on arrears has been effected, sentronics metrology GmbH is not obliged to effect delivery under any other contract
4.) A set-off by the Customer is excluded unless in case of claims established as final and conclusive or recognised by sentronics metrology GmbH. The Customer may only exercise his right of retention if his counterclaim is based on the same contractual relationship.

lV.) Delivery

1.) The risk of accidental loss or accidental deterioration of goods is transferred to the Customer along with the transfer of goods, i.e. upon delivery of the shipment to the forwarding agent, carrier or agent or entity otherwise in charge of the shipment's dispatch in case of a sale to destination according to Customer's instructions. This also applies in case of part shipments or in case of delivery freight prepaid. sentronics metrology GmbH has the right to choose the means of transportation.
2.) Costs incurred in shipment, especially freight, packaging and any insurance cost shall be borne by the Customer. This also includes any additional cost in case fast freight, express delivery or up-front delivery of part shipments is stipulated for any reason.
3.) The carriers executing transport and sentronics metrology GmbH will be notified on any damage or loss that occurred during transport without delay.

V.) Reservation of Title

1.) sentronics metrology GmbH also in case of deliveries abroad - reserves the title to all shipments (privileged property) until all claims relating to the business transaction have been settled.
2.) Processing of the goods by the Customer is done in the name and on behalf of sentronics metrology GmbH. In case the goods delivered are processed or mixed with other objects not belonging to sentronics metrology GmbH, sentronics metrology GmbH acquires the co-ownership in the new subject-matter subject to the ratio of value of the goods delivered by sentronics metrology GmbH versus the objects otherwise processed. The new subject-matter which occurs as a consequence of processing or mixing is considered privileged property under this provision.
3.) The Customer is entitled to dispose of the goods by way of ordinary business transactions not to include pledge or transfer as a collateral security. The Customer already at present assigns all claims arising from such disposal up to the invoiced amount. sentronics metrology GmbH accepts the assignment. The Customer remains empowered until collection of the claim. sentronics metrology GmbH reserves the right to collect the accounts receivable as soon as the Customer is in arrears.
4.) The Customer undertakes to notify sentronics metrology GmbH without delay on any seizure of the goods by a third party, such as levy of execution and any damage or loss of the goods. The Customer will inform the third party and the executing body on sentronics metrology GmbH’s property. The Customer undertakes to notify any change of ownership to the goods and the change of his business seat without delay. In case of a seizure of the privileged property by a third party the Customer shall bear all costs incurred in a revocation of the seizure, especially due to action against execution, and a replacement of the subject-matter.
5.) sentronics metrology GmbH, upon the Customer’s request, undertakes to release any collateral sentronics metrology GmbH is entitled to, inasmuch as the value of the collateral exceeds the underlying claim by more than 20%.

Vl.) Arrears, Non-performance

1.) Apart from his payment obligation the Customer is mainly liable for accepting the subject-matter. The Customer is in arrears relative to acceptance unless he accepts the subject-matter as agreed within two weeks from notification of readiness for shipment or completion of work. sentronics metrology GmbH is entitled to effect part shipments.
2.) In case the Customer is in arrears regarding payment and/or acceptance or in case of non-performance of his contractual liabilities, sentronics metrology GmbH is entitled to claim rights subject to legal requirements, such as withdrawal or damages. A delay in payment on the part of the Customer and non-performance of obligations subject to item V are also considered infringements of contract. In case damages are claimed, sentronics metrology GmbH is entitled to claim subject to its own discretion either the damage actually incurred or 30% of the agreed price in lump-sum compensation. The Customer reserves the right to provide evidence of a smaller damage.
3.) The Customer shall bear the cost incurred to sentronics metrology GmbH due to a withdrawal from the contract, especially regarding transport and storage.
4.) In case the prerequisites in item 1 are fulfilled, the remainder of the amount owed is due for payment without delay. Any special privileges granted are void with retroactive effect. In case any discounts are granted the topical price list is applicable. 5.) The Customer undertakes to pay interest on arrears amounting to 8% above the applicable base rate. The right to provide evidence and claim a greater damage due to arrears is reserved.

Vll.) Warranty, Representations

The Customer is entitled subject to the following provisions:
1.) The subsequent performance owed by sentronics metrology GmbH is considered failed after the second attempt.
2.) In case of a minor violation of the contract, especially in case of minor defects, the Customer is not entitled to withdraw from the contract.
3.) The Customer undertakes to notify sentronics metrology GmbH in writing on any obvious defects within a period of eight days upon receipt of the goods; otherwise the assertion of warranty claims is excluded.
4.) The Customer shall bear the full burden of proof relative to any foundation of a claim, especially the defect itself, the time it was detected and the timeliness of its notification.
5.) Goods complained about must be returned to sentronics metrology GmbH free of charge stating the customer number, invoice number, order number, etc. In case the goods are indeed defective, the carriage for the least expensive type of dispatch will be reimbursed by sentronics metrology GmbH.
6.) ln case the Customer, after failed subsequent performance, chooses to withdraw from the contract he is not entitled to claim any additional damages based on the defect. In case the Customer, after failed subsequent performance, chooses damages, the goods remain with the Customer if reasonable. Damages are limited to the difference between the purchase price and the value of the defective subject-matter. This does not apply in case sentronics metrology GmbH has malevolently caused the violation of the contract.
7.) In case of new goods the warranty period is one year from delivery of the subject-matter in cases where the Customer has notified a defect in due time (item 3 of provisions). In case of used goods any warranty is excluded. The provisions governing supplier's recourse in case of sales of consumer goods pursuant to §§ 478, 479 German Civil Code (BGB), phrase 1 to 2 remain unaffected.
8.) As for the properties of the goods the manufacturer's product description is exclusively applicable. Public statements, praise or advertising by the manufacturers do not warrant for any contractual properties of the goods.
9.) In case the Customer receives defective assembly instructions, sentronics metrology GmbH is obliged to provide assembly instructions free from any defect only if the defect in the assembly instructions contradicts proper assembly.
10.) sentronics metrology GmbH does not grant any legal warranties to the Customer. Manufacturer's guarantees remain unaffected.

Vlll.) Limited Liability

1.) sentronics metrology GmbH is exempt from any liability relative to negligent violation of insignificant contractual obligations committed by sentronics metrology GmbH, its legal agents or employees.
2.) The above restrictions of liability do not apply to the Customer's claims resulting from product liability or any damage to the Customer's body or health or loss of life caused by sentronics metrology GmbH.
3.) Customers' claims for damages due to a defect become statute-barred one year from delivery of the goods. This does not apply in case of gross negligence by sentronics metrology GmbH and in case of any damage to the Customer's body or health or loss of life caused by sentronics metrology GmbH.

lX.) Final Provisions

1.) This contract is governed by the Law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods.
2.) The place of performance for shipments is the respective shipping port. Place of performance for all other obligations is 68219 Mannheim, Germany.
3.) The exclusive legal venue for all disputes arising from this contract is 68219 Mannheim, Germany. This is also applicable if the Customer’s place of general jurisdiction is not in the Federal Republic of Germany or the Customer's seat or place of residence is unknown at the time when legal action is filed.

As of March 2005