1.1 These terms of sale, delivery and payment apply to all sales and other legal transactions with our customers. The customer’s purchasing conditions are not binding for us.
1.2 The customer is bound to his order for a period of four weeks. The contract is only concluded with our order confirmation.
1.3 If our order confirmation is not objected to in writing within one week, it shall be deemed to be the content of the contract. The same applies in the event that the order is shipped to the customer. After handing over the goods listed in the order confirmation to the carrier (Sped., DHL, DPD o. a.), this is considered from express consent of the customer.
1.4 Verbal collateral agreements are invalid.
2.1 The goods are delivered at the expense and risk of the buyer, unless otherwise agreed. The risk shall pass to the customer when the goods are handed over to the carrier etc.. In the absence of any other written agreement, we shall charge any costs for installation, assembly and commissioning separately.
2.2 Agreed delivery assumes that the approach road is passable by heavy truck.
2.3 The goods shall also be deemed to have been delivered if they are not called off immediately on the delivery date after notification of readiness for dispatch; in this case we shall be entitled to store the goods at our customer’s expense or to sell them on the open market after setting a reasonable grace period. However, such sale shall not constitute a rescission of the contract; the proceeds of the sale shall merely be set off against the purchase price owed.
2.4 Force majeure and other unforeseeable events or events beyond our control, such as labor disputes, sovereign measures, traffic disruptions, interruption of energy supply and the like, as well as traffic accidents for which we or our suppliers are not responsible (slight negligence shall not be considered as damaging in this case) shall release us from our obligation to deliver for the duration of their effect, even if they have occurred at our supplier or its upstream supplier, but in any case only to the extent that we can prove to the customer that these events are the cause of the disruption in performance. If delivery becomes impossible as a result of the aforementioned events, our obligation to deliver shall lapse under the same conditions.
2.5 The goods shall be packaged as is customary in the industry; packaging shall be charged at cost price. Packaging material will only be taken back or reimbursed if this has been agreed in writing.
2.6 The goods shall be insured against damage in transit, loss in transit or breakage at the written request of the customer and then at his expense and for his account. Externally visible transport damage must be reported immediately upon receipt of the goods and their nature and extent must be communicated in writing without delay.
2.7 All announced and agreed delivery dates and delivery periods are approximate. Transactions for delivery by a fixed date are excluded.
Partial deliveries and partial invoicing are permissible.
2.8 In the case of contracts for work and services, invoicing shall take place after completion according to the services actually rendered. For services rendered by the director, the full fee shall be paid even without the signing of director’s confirmations.
3.1 We guarantee that the goods are in proper condition and have the usual properties; we are only liable for special properties if these have been promised in writing.
3.2 For goods that are designated as lower quality, e.g. “second choice”, “remaining stock”, the warranty is accordingly limited to the properties that are to be expected according to the special marking of the goods.
3.3 No guarantee can be given for deviations in color shades due to production and material.
3.4 Delivered goods are to be inspected by the customer immediately, and any defects found are to be reported immediately, otherwise excluding all claims for compensation by the customer who is not a consumer within the meaning of the KSchG (consumer protection law).
3.5 Examination of the goods merely by sampling shall not be deemed a proper inspection.
The warranty period for movable goods for consumers within the meaning of the KSchG is two years from delivery, otherwise 6 months, but for machines and equipment a maximum of 300 operating hours. Remedy of defects will not take place. The burden of proof that a defect for which we are responsible existed at the time of delivery lies exclusively with the customer. The warranty period shall not be extended due to rectification of defects.
4.1 We shall be liable for damages for which we are responsible within the scope of product liability as well as for damages for which we are responsible within the scope of the relevant statutory provisions, whereby we shall be liable exclusively for damages caused intentionally or by gross negligence. The burden of proof for the existence of this form of fault lies with the customer.
4.2. We are not liable for the correctness of information on handling, operation or operation, insofar as such information is contained in brochures, technical descriptions or other instructions; these are the responsibility of the manufacturer. We shall also not be subject to any further obligations to provide information, in particular with regard to storage, maintenance, installation or other handling. We are under no obligation to inspect goods not manufactured by us in the event of purchase or resale.
4.3 In any case, claims for damages shall only include the pure costs of remedying the damage, but not consequential damages, loss of profit or the like. All claims for damages and any recourse claims against us shall be asserted in court within 6 months, otherwise they shall expire.
5.1 Our invoices are due for payment immediately, unless otherwise agreed. In the event of delayed payment, any agreed discounts shall be deemed forfeited.
5.2 The claiming of discounts granted presupposes that all claims to which we are entitled and which are already due have been settle
5.3 Checks and bills of exchange shall only be accepted on account of payment; bill tax, discount, protest and collection charges shall be borne by the customer. We do not assume any liability for the timely presentation and protesting.
5.4 Our employees are only authorized to accept payments with express, written authority to collect.
5.5 Incoming payments shall be credited against the oldest claim in each case.
5.6 The customer is not entitled to withhold payments for any reason whatsoever or to declare a set-off against our claims. Insofar as the customer should be entitled to a right of retention with regard to our remuneration in the event of a delivery or service, this shall be limited to the amount of the cover capital of the reasonable improvement costs.
5.7 In the event of default in payment, we shall be entitled to charge default interest in the amount of 12% p.a., without prejudice to further claims. However, we shall in any case be entitled to demand higher bank interest charged to us.
5.8 In the event of default on the part of the customer, we shall be entitled to demand immediate payment of the entire outstanding debt and, in particular, to revoke any payment terms granted; we shall also be entitled to this right if, after conclusion of the contract, we become aware of unfavorable circumstances concerning the customer’s solvency or economic situation.
5.9 In the event of default in payment or acceptance by the customer despite the granting of an 8‑day grace period, we shall be entitled, without prejudice to our other rights (in particular those pursuant to 2.3), to take back the goods that are our property without this being equivalent to a withdrawal from the contract or; to withdraw from the contract in whole or in part while safeguarding our rights, in particular to compensation for damages due to non-performance. We shall be entitled to claim either thirty percent of the agreed order sum without proof of damage or compensation for the damage actually incurred.
6.1 The delivered goods remain, until full payment of all obligations of the customer, in our property. In the event of default by the customer, we may demand the return of the items owned by us and collect them from the customer or a third party, whereby the customer waives the right to assert a right of retention, for whatever reason. The customer shall bear the costs of the return, which shall not constitute a withdrawal from the contract.
6.2 The customer shall be entitled to sell goods subject to our reservation of title in the course of daily business; the customer shall be prohibited from transferring or pledging such goods by way of security, as well as from any other dispositions not in line with daily business. If a third party executes or otherwise seizes goods that are still subject to our retention of title, the customer shall notify us immediately; the customer shall reimburse us for any costs incurred by us in enforcing our claims.
6.3 Our ownership shall also not be lost in the event of processing or treatment of the goods to which we retain title; in this case, it shall be deemed agreed that we shall be entitled to an aliquot co-ownership share in the item created by processing or treatment.
The place of performance for all mutual claims is the location of our registered office.
for all disputes is Berlin or the registered office of Si Us Instruments GmbH. German law is exclusively applicable, with the exception of the UN Convention on Contracts for the International Sale of Goods.
8.1. In the event of the invalidity of one or more provisions of this contract, the remainder of the contract shall remain in full force and effect. The invalid provision shall be deemed to be replaced by a legally permissible provision which comes as close as possible to the economic purpose of this provision.
8.2. The contracting party agrees that we may store and process its data — to the extent necessary for business and permissible under the Data Protection Act.
Si Us Instruments GmbH, Max-Planck-Str. 3, 12489 Berlin
Last updated: Februar 2015