Terms and Conditions of Sale and Delivery
As of: 26 May 2021
Our following terms and conditions apply to contractual relationships with merchants within the scope of their business operations and with legal entities under public law including special funds under public law. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. The validity of contradictory business conditions of the contractual partner is hereby rejected. This shall also apply if the business partner refers to its business or purchasing conditions by means of counter-confirmations or in any other way. Deviations from these terms and conditions shall only be effective if confirmed by us in writing. These terms and conditions shall supersede all previous terms and conditions.
Our offers are subject to confirmation. The offers are to be treated as confidential and may only be made accessible to responsible persons.
3. Copyrights / technical documents
All plans, drafts, diagrams or connection schemes, cost estimates and other technical documents remain the property of SELF ElectronicsGermany GmbH. They may not be reproduced, copied or made accessible in any way to third parties or used for the manufacture of a product or its components. If the offer does not lead to a business transaction, the documents provided must be returned to SELF Electronics Germany GmbH.
4. Orders and order confirmations
An order is only valid if it has been confirmed in writing by SELF Electronics Germany GmbH. The acceptance and execution of an order may be made dependent on the deposit of a security or an advance payment.
5. Quality, samples, analysis
Our samples are always non-binding type samples. We do not assume any guarantee for absolute delivery true to sample. Our quality and analysis specifications are to be regarded as approximate, also with regard to the maximum and minimum limits, unless we expressly guarantee certain properties in writing. Necessary special productions which deviate from standard productions shall be deemed to be fulfilment of the contract against corresponding price compensation.
The prices stated on SELF Electronics Germany GmbH price lists and brochures are non-binding and, unless otherwise stated, are in EURO, net, ex works, plus packaging, shipping and insurance costs and VAT. SELF Electronics Germany GmbH expressly reserves the right to adjust the prices stated in quotations and order confirmations at any time in the event of rising production costs. The invoice amount is to be paid in the currency stated. Freight and duty-free prices do not oblige us to submit freight and duty.
7. Terms of payment
Unless otherwise agreed, the invoice amount is payable net within 30 days. The customer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims are undisputed or have been established as final and absolute. The customer shall not be entitled to withhold payment, even on the basis of counterclaims arising from the same contractual relationship. If payments are deferred or if the purchaser is in default, SELF ELECTRONICS GERMANY GMBH shall be entitled to charge interest at a rate of 8% p.a. above the respective base interest rate on the purchase price claim and to hold the purchaser responsible for any damage caused by default, in particular for exchange losses. Cheques and bills of exchange are only accepted on account of payment, but not in lieu of payment. We are not obliged to accept them.
8. Retention of title
SELF Electronics Germany GmbH retains title to the goods delivered until the purchaser has paid all claims arising from the business relationship and any cheques or bills of exchange given in payment have been honoured in full. The retention of title shall also extend to the new items created by processing. The buyer shall only be entitled to resell the goods subject to retention of title if he already now assigns to the seller all claims accruing to him from the resale against buyers or against third parties. If goods subject to retention of title are sold unprocessed or after processing or combination with items which are the exclusive property of the buyer, the buyer hereby assigns to the seller the full amount of the claims arising from the resale. If goods subject to retention of title are sold by the buyer - after processing/combination - together with goods not belonging to the buyer, the buyer already now assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The seller accepts the assignment. The buyer is authorised to collect these claims even after assignment. The Seller's authority to collect the claims himself shall remain unaffected; however, the Seller undertakes not to collect the claims as long as the Buyer duly meets his payment and other obligations. The Seller may demand that the Buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
9. Warranty, Guarantee, Liability
a) All parts which prove to be unusable or significantly impaired in their usability within 24 months of delivery as a result of a circumstance prior to the transfer of risk - in particular due to faulty design, poor materials or defective workmanship - shall be repaired or replaced free of charge at the Supplier's reasonable discretion. The Supplier shall be notified immediately in writing of the discovery of such defects. However, recognisable defects must be reported in writing within eight days of receipt of the goods at the latest. Section 377 of the German Commercial Code (HGB) shall always apply to the Purchaser's inspection and notification obligations. Replaced parts become the property of the supplier. If it is not possible to remedy the defect or deliver a replacement, or if subsequent performance has failed, the purchaser shall be entitled to withdraw from the contract, reduce the purchase price or claim damages. Claims for damages are limited to cases in which the defect is due to grossly negligent or intentional conduct on our part or on the part of our vicarious agents or assistants. Liability for compensation for consequential damage caused by a defect is excluded. However, claims arising from quality guarantees, in particular those intended to protect the buyer/customer against the risk of consequential harm caused by a defect, shall remain unaffected. Liability for damages arising from injury to life, body or health as a result of a defect shall remain unaffected.
b) If the shipment is delayed through no fault of the supplier, liability shall expire at the latest 24 months after the transfer of risk.
c) The Purchaser's right to assert claims based on defects shall expire in all cases 24 months from the date of timely notification of the defect, but no earlier than the expiry of the warranty period.
d) After consultation with the Supplier, the Purchaser shall grant the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which appear necessary to the Supplier at its reasonable discretion, otherwise the Supplier shall be released from its liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionate damage, in which case the Supplier must be notified immediately, or if the Supplier is in default with the rectification of the defect and the Purchaser has a contractually stipulated interest in the timely performance or the Supplier seriously and finally refuses to rectify the defect or if there are special circumstances which, taking into account the interests of both parties, justify immediate self-performance, shall the Purchaser have the right to rectify the defect itself or have it rectified by third parties and to demand reimbursement of the necessary costs from the Supplier.
e) The above paragraphs conclusively contain the warranty provisions for the products and exclude other warranty claims of any kind, unless grossly negligent or intentional conduct on our part or on the part of our vicarious agents or assistants is involved. Liability for damages arising from injury to life, body or health and from the Product Liability Act shall remain unaffected.
f) Claims for damages arising from positive breach of contract, from culpa in contrahendo and from tort as well as all other legal bases are excluded both against us and against our vicarious agents or persons employed in the performance of our obligations, insofar as intentional or grossly negligent conduct is not involved. This also applies in particular to compensation for indirect or consequential damage, unless liability is based on a guarantee of quality which is intended to protect the purchaser against the risk of such damage. Liability for damages arising from injury to life, limb or health shall remain unaffected.
g) We shall not be liable for advertising statements made by third parties (e.g. manufacturers within the meaning of §4 (1) and (2) of the Product Liability Act or their vicarious agents) about the quality of the purchased item or, in the case of labelling, about certain properties of the item, unless ignorance of these advertising statements is due to intent or gross negligence on our part or unless the advertising statements had been corrected in an equivalent manner at the time of conclusion of the contract or the advertising statements could not influence the purchase decision.
Articles that are subject to the export/re-export ban, which SELF Electronics Germany GmbH has undertaken to comply with itself, its supplier and/or the authorities, shall be marked with a corresponding note on the delivery note or invoice. This item may not be exported by the customer. The export ban shall also extend to any further purchaser and must be transferred to the further purchaser in each case.
11. Scope of delivery, execution, packages
If it is necessary for the safe and proper transport of the product to be delivered in packages or containers such as pallets, containers or tanks, SELF Electronics Germany GmbH reserves the right to vary the scope of delivery by up to +/- 5 %. In this case, the ordered quantity shall be deemed to have been delivered in any case. The dimensions and weights determined at the dispatching plant or warehouse shall be decisive for the calculation. Unless otherwise agreed, the goods shall be dispatched by us at our free choice of the means of transport and always at the risk of the buyer. We do not take back packages which are included in the price or which are charged for separately. The attached labels may not be removed.
Delivery shall be deemed to have been effected when the goods leave SELF Electronics Germany GmbH's works or the works of one of its suppliers. All risks and costs arising from transport, transhipment, storage or delays of various means of transport, loading and unloading as well as loss of or damage to the goods shall be borne by the buyer. The buyer or his agent shall be responsible for observing the statutory regulations for the transport, storage and loading and unloading of dangerous goods. Each delivery, including those of current contracts, shall be deemed to be a special transaction. Quantities which are not accepted within the stipulated delivery period may be cancelled by us from the contract without prior request for purchase, whereby we are entitled to reclaim any price concessions granted on the entire contract quantity for the quantity already delivered.
13. Delivery period
SELF Electronics Germany GmbH shall endeavour to set delivery dates as accurately as possible and to adhere to them even if unforeseen difficulties arise. However, the stated delivery deadlines are to be regarded as non-binding indicative deadlines, non-compliance with which shall in no way entitle the customer to claim damages. In the event of import and export bans subsequently imposed for which the supplier is not responsible, the supplier shall not be liable to pay any compensation. Compliance with the delivery deadlines presupposes that the customer, for his part, meets his obligations punctually, in particular with regard to the provision of the necessary specifications. If the customer does not fulfil his obligations, the delivery will be stopped or postponed. We reserve the right to make partial deliveries insofar as this is reasonable for the customer. If dispatch is delayed or temporarily impossible for reasons beyond SELF Electronics Germany GmbH's control (force majeure, official order), SELF Electronics Germany GmbH shall have the right to temporarily store the goods at the purchaser's expense. In the event of subsequent changes to the order by the purchaser, the delivery period shall be adjusted appropriately if delays occur as a result.
14.Transfer of risk
The effect of § 447 para. 1 BGB (German Civil Code) shall also apply in the case of carriage paid FOB or CIF delivery. This also applies to the means of shipment provided, for which the buyer is liable to us until they have returned to our works. The agreed rental and delay charges are therefore payable until the return and, if the means of shipment are returned damaged, until they have been fully repaired or, in the event of loss, until the replacement has been received by us.
15.Technical information, hazards and preventive measures
Any technical information or assistance provided by and through SELF Electronics Germany GmbH cannot be relied upon for warranty or specification purposes. Furthermore, the customer agrees to inform himself independently about all possible hazards that may arise from the product or from its transport or storage and their preventive measures. The customer guarantees that it will pass on all safety-related information on the product that it receives from SELF Electronics Germany GmbH to its employees and all those who work with the product or transport or store it. SELF Electronics Germany GmbH accepts no liability whatsoever for improper handling, storage or transport of the product by the customer, his employees or third parties.
16. Disruption of operation
SELF Electronics Germany GmbH shall not be liable for damage caused by force majeure, riots, war, natural or terrorist events or other events for which SELF Electronics Germany GmbH is not responsible, such as strikes, lock-outs, traffic disruptions, and orders from higher authorities at home or abroad.
17.Right of withdrawal
If the Purchaser declares rescission due to a breach of duty by the Seller, all other further claims of the Purchaser, in particular termination or reduction as well as compensation for damage of any kind, including damage not caused to the delivery item itself, shall be excluded, unless such damage is caused by intent or gross negligence on our part or on the part of our agents or vicarious agents or the damage results from injury to life, body or health. In the event of unforeseen events within the meaning of provision 16. of these terms and conditions, insofar as they significantly change the economic significance or the content of the performance or have a significant effect on the supplier's operations and in the event that it subsequently becomes apparent that performance is impossible, the contract shall be adjusted accordingly. If this is not economically justifiable, SELF Electronics Germany GmbH shall be entitled to withdraw from the contract in whole or in part. The purchaser shall not be entitled to claim damages on account of such a withdrawal unless such claims are caused by gross negligence or wilful misconduct on our part or on the part of our vicarious agents or assistants. If SELF Electronics Germany GmbH wishes to make use of its right of withdrawal, it shall inform the purchaser immediately after realising the consequences of the event, even if an extension of the delivery period was initially agreed with the purchaser.
The law of the Federal Republic of Germany shall apply to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG of 11 April 1990 as amended). The place of jurisdiction is Düsseldorf. The place of performance for all mutual obligations is the location of our delivery plant.