Terms

General Conditions of Sales

Sentronic US Corp.
251 Little Falls Drive
Wilmington, DE 19808
Tel.: +1 (781) 859-8483

§1 Offer and order

The seller’s offers are subject to confirmation. Orders and agreements of any kind will only become valid by receipt of a written confirmation from the seller.
The seller’s clerks are not authorized to perform verbal warranties or verbal promises which do not concur with the content of the written contract.

§2 Prices

The prices are ex works except packing and value-added tax. In case costs of material, labor costs and distribution costs change three months or later after contract conclusion, prices are subject to change appropriately without notice.

§3 Payment

Payment location and currency will be determined separately. Without such an agreement the seller’s business place is the payment location and the currency will be EURO. Our bills are payable without deduction 14 days after issuing the invoice.
Withholding payments or charging is permitted only to/with undisputed or legitimate settled counterclaims.
Payments with exchanges or cheques are not valid. Payments are only accepted to pay for the amount determined on the bill. All discount charges, expenses of collection, fees and taxes caused by the collection, transfer or acceptance are debitable to the buyer’s account. We are not obligated to bring forward exchanges, cheques and other briefing documents in sufficient time.
If the buyer’s financial position considerably goes worse after contract conclusion so that the seller’s counterclaim is at risk, the seller is entitled to refuse performance until the consideration is performed or security is ensured.

§4 Delay of payment

If the buyer does not meet the issued term of payment, we will charge interests prescribed by German law from the date of maturity on. In case any requested payments are not met by the buyer, the seller is not obligated to perform any more deliveries unless the buyer assures security. If the buyer does not meet one of the maturity dates, all unsettled accounts of the seller will become due immediately.

§5 Retention of title

Until complete satisfaction of all of the seller’s claims resulting from the business connection, whether current or future claims are concerned, the delivered goods still belong to the seller. The buyer has to keep the goods properly and to insure them. If the buyer’s payment is delayed by more than 10 work days, the buyer is obligated to hand out the delivered goods on request of the seller, without the seller necessarily resigning from the contract before. If the securities’ value exceeds the seller’s value of claims by 20 %, the seller releases the exceeding securities according to his choice on request.

§6 Delivery

Information on terms of delivery which are to be handed over in written form, are based upon the best of all conscience and are only valid from the complete clarification of the order on and not prior to the adduction of documents, permits and releases provided by the seller.
Goods are delivered within the specified time, if the delivery item has left works before the expiration of delivery time or - if goods are delivered ex works - a note is given that the delivery item is ready for shipment. Complying with the time of delivery assumes payment in advance of the amount due by the buyer. Should there be any delay in this respect, the time of delivery extends appropriately.
Unless otherwise expressly agreed, part shipments and combined shipments are allowed.
Events which are beyond the seller’s control and influence as well as other events which impede delivery in time and no contracting party is liable for, for example state of war and state of emergency, traffic jam, labor dispute, shutdown, lack of material, vehicles or energy, erroneous casting and suchlike, entitle the seller to prolong delivery time which does not entitle the buyer to demand claims against the seller. If the cases mentioned above lead into permanent interferences which cannot be removed by reasonable contributions, the respective claims for consideration cannot be set up. The seller’s right to counterclaim is still valid as far as the buyer is responsible for the circumstances which make a delivery impossible for the seller or cause a delay in delivery. Should the frustration last longer than 3 months, the buyer is entitled to withdraw from the contract.
As far as a delivery according to paragraph 6.d) is concerned, a possible claim for damages is restricted to additional freight charges and costs for upgrade. If delivery is delayed for more than 4 months and does not refer to paragraph 6..d), the buyer can claim damages for the delay in delivery, unless one party has withdrawn from the contract. The claim for damages does not include lost profit and damages caused by interruption of business and maximally rises to 5 % of the invoice value of the delivery and performance concerned by this delay. Claims exceeding 5 % are excluded, unless the delay is at least based on the seller’s gross negligence.
Deliveries of substances, preparations or products from customers, distributors or other business partners for the purpose of application tests or any other further processing have to be marked distinctively and delivered in appropriate repositories or containers. Furthermore a safety data sheet or a declaration of no objection has to be attached to the delivery according to the German GefStoffV or the EG regulation 91/155/EWG. Deliveries which are not indicated or marked insufficiently will be considered as dangerous material. The material will be disposed with costs on the supplier’s account without consultation according to the legal regulations. A use of the material delivered by Sentronic is excluded.
Furthermore the seller’s rights rely on paragraph 10 of this regulation.

§7 Packing, shipping, transfer of risk

Type of packing, type of shipment and forwarding route are determined by the seller, unless a separate written agreement was made.
The goods are delivered ex works, unless a different agreement was made.
Even if the delivered goods show considerable defects, the buyer has to accept them notwithstanding his rights according to paragraph 9.
The risk is transferred to the buyer as soon as the shipment is handed over to the transport agency or has left works for dispatch.

§8 Contractual condition of goods

The seller gives careful information on size, weight, performance or material. This is not binding unless it is expressly determined as binding. The same applies to suggestions and information on design. The seller reserves the right of modifications due to technical development. Drawings, samples and documentation made by the seller remain his property. They must not be disclosed to a third party without the seller’s consent. In this aspect the seller refers to his copyright.
The condition of the goods according to the contract exclusively complies with our product descriptions and the written agreements. Ideas which are unilaterally expressed by the buyer are not considered. The same is valid for sales messages and other public statements given by the seller, one of his assistants or the manufacturer.
Models, tools and other equipment required for the performance of an order always remain the seller’s property, even if the seller charges the costs in part.

§9 Warranty

The seller guarantees that the goods’ condition is according to the contract and they provide the expressly warranted properties.
The warranty period is 12 months from the date of delivery.
If the seller’s operational or maintenance instructions are not followed, products are modified or repaired by the buyer, parts are replaced or disposables are used, which do not correspond to the original specifications, the buyer incorrectly installs or starts the object, the object is not handled correctly or not carelessly or is excessively used or exposed to unsuitable operating material, substitute material, chemical, electronic or electrical influences, any warranty is excluded, unless the buyer refutes a corresponding detailed statement that one of these circumstances has caused the defect. This applies to wear and tear occurrences assumed in the contract or natural wear and tear occurrences.
In order to maintain his warranty claim, the buyer has to hand in a written statement within 2 weeks after receiving the goods or immediately after having the defects noticed. Quantity complaints will only be considered if lodged in writing immediately after receipt of the shipment. The liability to investigate and to notify a defect also includes operational and assembly instructions.
In case of defects the seller remedies the defect or delivers goods free from defects according to his choice, subject to the buyer’s rights according to paragraph 10. Provided that the defects cannot be remedied or can only be remedied with excessive expenditure, the seller can guarantee the buyer to credit him with the invoice value. In such a case the seller pays the necessary transportation charges and, if necessary, costs for installation and demounting to a reasonable extent, but maximally up to the value of the respective product.
Additional costs, which arise due to the fact that the object has been transported to an other place than that of the agency to which the object was originally delivered, will not be taken by the seller, unless the seller knew that the transportation to a different place corresponds to the contractual use. The seller chooses whether the defect is remedied by own staff or a company in charge. Cost of repair which are charged by a third party, who was ordered without express written authorization, fall on the buyer.
If the seller is responsible for the expiration of a reasonable additional time set by the buyer, the buyer can either reduce the sales price or withdraw from the contract. If the seller decides to remedy the defect, this is only valid, if the remedy of the defect has failed two times and the seller is responsible for the expiration of a reasonable additional time. The reasonable additional time only starts if the defect and the seller’s duty to pledge for the defect is beyond doubt.
Sales returns must be previously approved by the seller.
For maintenance contracts and maintenance work the legal regulations are applicable. The warranty period is 12 months from the date of acceptance.
We provide application consultation with best conscience based on our scientific achievements, researches and experience. The buyer is responsible for all statements and information about suitability and application of our goods.

§10 Buyer’s right of withdrawal and further liability of the seller

The buyer can withdraw from the contract if prior to transfer of risk, the whole performance definitely becomes impossible or the delivery was not effected within a reasonable period of time which must not be less than one month, unless the buyer is mainly liable for the frustration or a case as indicated under paragraph 6 d) is concerned. As far as part performance is possible and exploitable for the buyer even after termination of the contract, the right of recession is limited to contractual parts which are not yet performed.
If the frustration of contract happens when an acceptance is delayed, or through the buyer’s fault, he remains liable to pay in return. When obligations are already partly fulfilled according to paragraph 10 a), a corresponding compensation demand exists.
If the buyer or a third party effects improper alterations or repairs without prior written consent of the seller, the seller is not liable for consequences caused by those actions.
The seller’s liability exclusively relies on the agreements determined in the paragraphs listed above. No matter for what reason, all rights which are not expressly granted in those paragraphs, in particular claims for damages, are excluded. This is especially applicable for damages which did not occur at the delivery item itself. This exemption of liability is not applicable in the case of intent and gross negligence of legal representatives or vicarious agents and in the case of a culpable breach of cardinal duties.
Furthermore, the exemption of liability for damages, which did not occur at the delivery item, is not applicable when features are incorrect which have expressly been warranted, if the object of this promise is to protect the buyer against such damages, and if the damage is a case which was guaranteed by the seller. The same applies to the case if a procurement risk is carried out that the seller has explicitly accepted.
Finally, the exemption of liability is not applicable for cases, for which a liability for damages, in particular a product liability, exists according to the respectively valid national law that cannot be excluded from the contract.
With the exception of damages to life and limb and malicious damage and gross negligence of legal representatives and vicarious agents, the extent of the compensatory damages is limited to predictable damages.

§11 Acceptance of goods, goods sold on delivery, seller’s right of cancellation

Goods sold on delivery are to be accepted by the buyer within one month after requests to accept delivery. If the buyer is in default of acceptance, the seller can warehouse the goods at the buyer’s expense and risk and charge all of the resulting costs. The same is valid if goods ready for shipment cannot be shipped due to circumstances which the buyer is liable for. If the buyer is in default of acceptance despite an appointment of a date, he delays a due payment for more than 30 days or the buyer breaks the contract in an other way, the seller is entitled to withdraw from the contract and to raise a claim for damages.

§12 Violation of a third party’s registered design

If the seller must deliver according to descriptions, drawings, models, samples or other data given by the buyer, the buyer guarantees that the goods manufactured according to that data and patterns do not infringe trademarks of third parties. If a third party prohibits the seller to manufacture or deliver the goods with reference to a trademark which belongs to him, the seller is entitled to stop production or delivery and to demand reimbursement of costs spent, without being obliged to check the legal position. If in such a case the infringement or the enforcement of a registered design by third parties causes the seller damage, the buyer has to compensate for this damage and to release the seller from damages claimed by third parties.

§13 Mounting

In case the installation and set-up of the delivery are performed by our staff or an instructed third party, the buyer/customer is obligated to provide the supply units and connections (electricity, water, air, communication lines) needed as well as working devices or tools (scaffold, hoisting gear) or protective clothes (helmets, gloves).
The buyer/customer has to instruct the mounting personal about the safety instructions. He has to make sure that the accordant security devices are on site and that all legitimate requested permissions are obtained.

§14 Arbitration, place of delivery, others

The buyer’s rights, in particular warranty claims, are not transferable.
The legal invalidity or change of individual terms do not effect the validity of the remaining terms. The valid regulation which is most similar to the economic idea of the ineffective term shall supersede the ineffective term.
Unless otherwise agreed, place of delivery for all deliveries is the seller’s supply plant.
The preceding conditions are valid for every order. Other conditions are only binding for the seller if he acknowledges them in writing.
This agreement is based upon the laws of the Federal Republic of Germany.
As far as maintenance contracts are concerned, the minimum contract period is 12 months. If a contract is terminated (which has to be done in written form), a three months notice period at the end of the quarter is to be met.
If consumption goods are purchased in Germany, the supplemental rules of the German BGB (Bürgerliches Gesetzbuch) for the consumption goods purchase of chattels are applicable.
All disputes which result from the agreement or its validity are finally decided according to the „Schiedsgerichtsordnung Der Deutschen Institution für Schiedsgerichtsbarkeit e.V.“ disbarring legal actions. The court of arbitration can also decide bindingly on the validity of this arbitration agreement.