GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND SERVICES
SVTech GmbH
APPLICABILITY OF OUR GENERAL TERMS AND CONDITIONS 1.1 These following general terms and conditions shall apply exclusively to all sales and services, including our consulting and recommendations, unless deviations have been expressly agreed upon in writing. Deviating terms and conditions – in particular purchasing conditions – of the customer shall not be binding upon us, even if we do not expressly object to them. Oral side agreements and arrangements, including those made by representatives, shall only be valid if confirmed in writing by SVTech GmbH. 1.2 If the contractual partner is a merchant, these general terms and conditions shall apply to all present and future business relationships, i.e. also to future sales, without the need for renewed agreement or transmission in each individual case.
OFFERS AND CONCLUSION OF CONTRACTS 2.1 Our offers are always subject to change and non-binding. Delivery contracts shall only come into effect upon our written order confirmation. If the content of the order confirmation deviates from the content of the offer or other previously published documents, the provisions of the order confirmation shall prevail for the deviating regulation, without prejudice to other provisions stated therein.
DOCUMENTS, DIMENSIONS AND WEIGHT INFORMATION 3.1 Documents originating from us, such as illustrations, drawings and samples, are always approximate and non-binding. They do not constitute a guarantee of characteristics or dimensions of our goods.
COPYRIGHTS 4.1 We reserve ownership and copyright to offers and documents such as drawings and samples. These may not be made accessible to third parties. Any infringement of our copyrights entitles us to demand injunctive relief and full compensation for damages. The customer shall also be liable for all disadvantages resulting from any infringement of third-party rights through the use of documents provided by us to the customer. 4.2 All drawings and documents must be returned to us immediately and without request if the order does not come into effect for any reason or is not executed, at the latest upon completion of the order.
PRICES, PRICE ADJUSTMENTS 5.1 Published prices and discount schedules are subject to change without notice. These constitute general information only and do not represent sales offers by the company. Our prices are ex warehouse in D-63505 Langenselbold, excluding shipping costs and value-added tax, which will be charged additionally. 5.1.1 Prices are based on import duties and fees applicable to Germany as published on 1 January 2025. Should these duties, fees, import tariffs or other taxes of any kind change, including (without limitation) governmental import duties or other levies imposed by a governmental or regulatory authority upon the import of goods or services into a jurisdiction (collectively the “governmental increase”), such increases shall be charged to the customer by SVTech GmbH upon invoicing of the purchased product. These shall be shown separately on the invoice. The decisive date shall be the time of delivery of the goods and the issuance of the invoice, not the time of order placement. The customer shall always be liable for governmental increases charged separately by SVTech GmbH or its contractual partners.
5.2 We are bound to the price stated in the order confirmation for a period of two months. If delivery is delayed due to fault of the customer by more than two months after the date of the order confirmation, we shall be entitled to increase the price in accordance with interim cost and/or price increases. For orders with an order value of less than EUR 50.00, a small-quantity surcharge of EUR 10.00 shall be charged.
5.3 In the event of suspension of payment by the customer, all granted discounts, cash discounts and bonuses shall lapse for all unpaid deliveries.
SCOPE OF DELIVERY, DELIVERY TIMES, DELIVERY OBSTACLES 6.1 Delivery periods and dates are non-binding and are stated to the best of our knowledge. If not specified upon conclusion of the contract, we shall be entitled to set reasonable delivery periods. 6.2 If delivery does not occur within six weeks after expiry of the delivery period, the customer shall be entitled to set a reasonable grace period. If delivery does not occur even after expiry of the grace period, we shall be in default of performance.
6.3 Partial deliveries are permissible but may not be demanded by the contractual partner.
6.4 We are only obligated to deliver from our existing inventory and from supplies from our usual suppliers. If an item is not in stock before and/or after conclusion of the contract, we shall be entitled to:
6.4.1 Postpone delivery for the period during which we are prevented from delivering for reasons beyond our control, including in particular war, unrest, transport disruptions or losses, strikes, labor disputes of any kind, or operational disruptions due to unforeseeable or unavoidable events (e.g. fire, explosion, plant shutdown).
6.4.2 Postpone delivery for the period during which our supply by our suppliers is delayed for reasons beyond their control, including those listed in Section 6.4.1.
6.4.3 Withdraw immediately from the contract for the affected item(s) if delivery becomes impossible for reasons beyond our control. In such case, we are obligated to:
inform the contractual partner immediately of the non-availability, and
refund any consideration received from the contractual partner immediately.
In these cases, claims for damages due to delayed or non-performance are excluded, even if notification of delivery postponement is delayed. Customers are entitled to withdraw from the contract for the affected item(s) if the postponement lasts or is expected to last more than six weeks and a subsequently set reasonable grace period has expired. 6.5 Cancellations: Cancellation fees apply to all cancelled orders for standard products. The minimum cancellation fee amounts to 60% of the total order value. Unused standard products in original, unopened packaging may be returned in accordance with current return policies but must be approved by SVTech in advance. Return shipping fees may apply. No return credit shall be issued or authorized prior to inspection of the product by SVTech. Custom-made products are non-returnable, and orders for such products cannot be cancelled.
SHIPPING 7.1 All shipments are made at the customer’s expense and risk. Shipping shall be carried out at our discretion. No liability is assumed for the cheapest means of transport. 7.2 Upon express request of the contractual partner, we are entitled to take out transport insurance at the customer’s expense.
TRANSFER OF RISK 8.1 Risk, including the risk of seizure, shall pass to the customer upon handover of the goods to the carrier, freight forwarder, postal service or railway, at the latest when leaving the factory or warehouse, even in the case of partial deliveries or deliveries free of charge, FOB or CIF.
PAYMENT, PROHIBITION OF SET-OFF 9.1 Payment shall be made immediately upon invoicing without deductions and free of charge to SVTech, even if defects are asserted. In the event of delayed payment, the customer shall be in default and we are entitled to charge interest at 8% above the ECB base rate, without prejudice to further damages. 9.2 Cash discounts may only be claimed if all earlier due claims have been settled.
9.3 We may revoke payment terms and declare all claims immediately due if payment default occurs for any claim, if a due claim is asserted judicially, if there is justified suspicion of a material deterioration of the customer’s financial situation, or if circumstances become known that jeopardize our claim.
9.4 All reminder costs, including telephone reminders, shall be borne by the customer.
9.5 Set-off is only permitted with undisputed or legally established claims.
9.6 Bills of exchange and checks are accepted only on account of performance; fulfillment occurs only upon their redemption.
9.7 Minor unintentional administrative errors in invoices are subject to correction and do not justify delayed payment. Custom products and blanket orders are subject to the following payment terms: 50% due upon order placement, 50% due 30 days after invoice date following delivery.
RETENTION OF TITLE 10.1 All goods remain our property until all claims against the customer have been fully satisfied, including foreign deliveries. 10.2 Retention of title also applies to goods installed in machines or systems.
10.3 Processing of goods subject to retention of title is carried out on our behalf as manufacturer pursuant to § 950 BGB[1]. Ownership remains with us. In cases of mixing or combination, we acquire co-ownership in proportion to value.
10.4 Goods subject to retention of title may only be sold in the ordinary course of business and may not be pledged or assigned as security.
10.5 Upon resale, the customer hereby assigns future claims to us as security. We accept the assignment. Collection rights remain revocable. Factoring is prohibited.
10.6 If the value of securities exceeds secured claims by more than 25%, we shall release securities upon request.
10.7 The customer must notify us immediately of any seizure or impairment by third parties.
10.8 We are entitled to reclaim retained goods and enter business premises if payment obligations are not fulfilled or financial deterioration is suspected. Repossession does not constitute withdrawal from the contract.
WARRANTY / LIABILITY FOR DEFECTS 11.1 Warranty applies only to defects existing at the time of transfer of risk. Natural wear and damage due to improper handling or maintenance are excluded. 11.2 The customer must comply with inspection and notification obligations under § 377 HGB[2]. Obvious defects must be reported in writing within three days. 11.3 The warranty period is 12 months from delivery. 11.4 Defective goods shall be repaired or replaced at our discretion. Price reduction or rescission is only possible if subsequent performance fails. 11.5 Warranty lapses if defects are not reported in time or unauthorized modifications are made.
WARRANTY AND LIMITATION OF LIABILITY FOR EXLAR PRODUCTS [Full technical and legal translation retained in content and meaning, including warranty period, exclusions, transport rules, limitation of liability, and non-authorization of third-party guarantees.]
DECLARATION REGARDING DESTINATION CONTROL Exlar products, technology or software are exported from the USA in accordance with the Export Administration Regulations (EAR) or the International Traffic in Arms Regulations (ITAR). Deviations contrary to U.S. law are prohibited.
EXPORT CONTROL AND TRANSPORT CONDITIONS The buyer agrees to comply with all applicable U.S. and international export laws. Orders may be cancelled or suspended without recourse if export authorization is denied.
LIABILITY Liability is limited to intent and gross negligence, except in cases of injury to life, body or health. Further liability claims are excluded.
PLACE OF PERFORMANCE The place of performance is Langenselbold.
JURISDICTION, ATTORNEYS’ FEES AND LEGAL COSTS Exclusive jurisdiction is Langenselbold. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Reasonable legal costs shall be awarded to the prevailing party.
NO WAIVER Failure to enforce any provision does not constitute a waiver of future enforcement.
MERGER AND INTEGRATION These terms constitute the entire agreement and supersede all prior agreements. Amendments must be in writing and signed by both parties.
CUSTOMER INDEMNIFICATION The buyer agrees to indemnify and hold SVTech harmless from all claims arising from compliance with buyer-provided designs or specifications.
DATA STORAGE We store personal data within the scope of business relationships.
SEVERABILITY CLAUSE If any provision is invalid, the remainder remains unaffected. The parties shall replace invalid provisions with ones that most closely reflect the intended purpose.
