GENERAL CONDITIONS OF SALE AND DELIVERY OF THE COMPANY SES RFID Solutions GmbH (referred to as SES)
These General Conditions of Sale and Delivery (hereinafter: the “Conditions”) are applicable to all offers to sale made by and/or agreements of sale concluded by the company SES as seller. Conditions which deviate from these Conditions and/or (general) conditions of the Purchaser (hereinafter: the “Purchaser”) apply only to such offers and/or agreements, if and in so far as SES has accepted such applicability explicitly and in writing. Such an acceptance applies only to one agreement of sale at a time.
2. Offers and Conclusion of Agreements
2.1 Offers made by SES are without commitment and contain only an invitation to the Purchaser to make an offer. An agreement (hereinafter: the “Agreement”) between SES and the Purchaser is concluded only if SES has accepted an offer from the Purchaser explicitly and in writing.
2.2 Amendments and/or additions to the Agreement are agreed upon if the Purchaser has accepted an explicit offer in writing to this effect by SES or if SES has accepted an offer to this effect by the Purchaser explicitly and in writing.
3.1 The Purchaser shall pay all present and future sales, revenue, excise or other taxes related to the sale.
3.2 If the price is based on the purchase of a particular quantity of products to be delivered over the specified period of time and the Purchaser fails to purchase such quantity in that period of time, SES has the right (in addition to any other rights or remedies) to collect from the Purchaser the difference between the unit price paid by the Purchaser for the products actually delivered and SES standard unit price for such products in the quantity actually delivered.
3.3 Minimum order quantity. For standard products is 1Kpcs. For custom or special products, please contact SES.
4.1 All invoices are payable in Euros, unless the parties agree upon another currency.
4.2 All invoices are due and payable in full on receipt of the invoice, unless other terms are agreed. If the deliveries are made in instalments, each delivery shall be considered a separate transaction and shall be separately invoiced and payment therefore shall be made accordingly.
4.3 If the Purchaser does not or does not timely fulfill its payment obligations arising from the Agreement, SES will have the right without a notice of default being required to charge the Purchaser an interest of 1.5% per month or part of a month, from the due date to the date of payment, without prejudice to SES other rights, whereas the Purchaser will also reimburse SES for all its judicial and extra-judicial costs of recovery.
4.4 If, in the judgement of SES, the financial condition of the Purchaser at any time does not justify the continuation of production or shipment on the terms of payment originally specified, SES may require full or partial payment in advance or the supplying of collateral.
4.5 The Purchaser’s right to offset with respect to its payment obligations is restricted to counterclaims of the Purchaser that are either undisputed or confirmed by a legally binding court order.
5.1 Delivery takes place ex-works Shanghai, China, Taichung, Taiwan or SES offices in Düsseldorf, Germany, unless the parties agree upon another delivery condition.
5.2 Delivery dates are approximate only. SES may deliver up to two (2) weeks in advance of the acknowledged delivery date.
5.3 SES is not liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of SES, including but not shortages, yield problems, inability to obtain necessary labour, materials or manufacturing facilities, labour unrest, fire, explsion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
5.4 SES reserve the right to deliver up to an extra 5% additional quanlity for Pre-lams, Smart Labels, Pre-laminated sheets and all printed cards.
5.5 Transport cost are as follows:
a) Service A (air freight, approx. 5 working days ex-works, free house customer):
Transport cost 6.5% for: Germany
Transport cost 7,0% for: BeNeLux, Austria, Denmark, Switzerland, Lichtenstein, Czech Republic, France, Monaco, Great Britain
Transport cost 7,5% for: Italy, Slowenia, Sweden, Ireland, Poland, Slovakia, Hungary
Transport cost 8,0% for: Spain, Portugal, Norway, Finland, Estonia, Latvia, Lithuania
Transport cost 9,0% for: Greece, Romania, Bulgaria, Bosnia Hzg, Croatia, Serbia and Iceland
b) Service B (sea freight, approx. 35 days ew-works, free house customer):
Transport cost 3,0% for: Germany
Transport cost 3,5% for: BeNeLux, Austria, Denmark, Switzerland, Lichtenstein, Czech Republic, France, Monaco, Great Britain
Transport cost 4,0% for: Italy, Slowenia, Sweden, Ireland, Poland, Slovakia, Hungary
Transport cost 4,5% for: Spain, Portugal, Norway, Finland, Estonia, Latvia, Lithuania
Transport cost 5,5% for: Greece, Romania, Bulgaria, Bosnia Hzg, Croatia, Serbia and Iceland
c) Service C (air FCA Hong Kong):
Independent of the order size, 75,-€ or 100,-$
d) For all other countries, please contact SES.
e) Stock will be handled with Service A.
6. Title and Risk
6.1 Title to the products passes from SES to the Purchaser as soon as the Purchaser has fulfilled all its financial obligations to SES.
6.2 Risk of loss of, or damage to the products will pass from SES to the Purchaser upon delivery as defined in Section 5.1.
7.1 The Purchaser’s claims with regard to defects in quality or title of SES’s products are, in general, are excluded upon the expiration of a period of one (1) year as of the point of time liability for defects according to Section 8, the statutory periods of limitation are applicable.
7.2 In the event that a product is defective, SES- at its discretion – will either remedy the defect or make an additional delivery as replacement of the defective product, if the reason performance, i.e., remedy and additional delivery, are not acceptable to the Purchaser or if the chosen supplementary performance was not successful or if SES refuses any remedy according to § 439 para. 3 BGB, the Purchaser – notwithstanding possible claims for damages – may either reduce the purchase price or withdraw from the contract. In the event that the defect applies only to certain parts of the delivery, the withdrawal right may only be exercised with respect to the affected parts. The right to withdraw from the contract is not given in the event of a defect, where the condition of the product only marginally deviate from the agreed upon condition of the product or only marginally influences the usability of the product.
7.3 The Purchaser is only entitled to a claim for defects, if the Purchaser correctly has melt its obligations to examine the product upon delivery and to give notice of any defect with no must examine the product with no undue delay after delivery. The Purchaser must inform SES in writing about obvious defects with no undue delay, but at the latest within seven (7) calendar days after receipt of the product. With respect to hidden defects which cannot be found by this examination but which emerge at a later point in time, the Purchaser must notify SES in writing about these defects at the latest seven (7) calendar days after their discovery. If the Purchaser does not inform SES correspondingly, the product is deemed to be accepted with regard to the respective defect.
7.4 Any claim of the Purchaser for expenses which are necessary for the purpose of supplementary performance, e.g., costs for transport, travelling, work and material, are excluded insofar as these expenses are increased as a result of the product having subsequently been transported to a place other than the place of delivery, unless such transport of the product corresponds to the proper use of the product.
7.5 In case of claims for damages, the general limitations of liability pursuant to Section 8 apply.
7.6 Replacement for wrong deliveries. Goods will be replaced or credited if returned in original delivery packing within 3 months of the invoice date.
8.1 SES shall only be liable for damages caused by SES, its legal representatives or its vicarious agents according to the following provisions:
8.2 SES shall be liable without limitations for damages caused by intent. The same shall apply to damages caused by SES, its legal representatives or its executive employees through gross negligence. SES shall also be liable without limitations in the event of culpable injury to life, body or health.
8.3 SES shall only be liable for the negligent breach of essential contract obligations and/or damages caused by its vicarious agents – which are not executive employees – is limited to the typical damage that was reasonably foreseeable upon contract conclusion. Cardinal obligations mean obligations the fulfillment of which is of particular significance to the achievement of the contractual purpose and on whose compliance the other party is regularly allowed to trust upon. Thus, the breach of cardinal obligations endangers the achievement of the contractual purpose.
8.4 Any further liability of SES – for whatever reason – is excluded. However, SES’s liability according to the product liability law and other mandatory statutory laws is not affected by the above provisions.
9. Proprietary Rights
9.1 Portions of data supplied may be proprietary to SES. SES retains for itself all proprietary rights in and to all designs, engineering details and other data pertaining to any product sold except where rights are assigned by SES explicitly and in writing.
10. Sale Conveys No License
The products are offered for sale and are sold by SES subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent claim, chip protection claim or any other claim of intellectual property rights with respect to which SES can grant licenses convering complete equipment, or any assembly, circuit combination, method or process in which any such products are used as components. SES expressly reserves all rights under such claims of intellectual property rights.
11. Substitutions and Modifications
11.1 For products described in advanced product descriptions, data sheets or catalogues published by SES, SES has the right to make substitutions and modifications in the specifications of products sold by SES provided that such substitutions or modifications will not materially affect overall performance.
11.2 The Purchaser may not unilaterally make changes in drawings, designs, or specifications for the products to be furnished hereunder without SES prior written consent.
12. Cancellation and Rescheduled Shipments
12.1 No cancellation or reschedule at the request of the Purchaser of an order for products described in advanced product descriptions, data sheets or catalogues published by SES will be effective unless covered by an amendment to the order that provides for the payment of any agreed upon costs that the cancellation or delay imposes on SES and that is signed by SES.
13. Life Support Policy
SES products are not authorized for use as critical components in life support devices or systems without the express written approval of SES as used herein
(1) Life support devices or systems are devices or systems which
(a) are intended for surgical implant into the body, or
(b) support or sustain life, and whose failure to perform, when properly used in accordance with instructions for use provided in the labelling, can be reasonably expected to result in a significant injury to the user, and
(2) A critical component is any component of a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system or to affect its safety or effectiveness.
14. Termination and Dissolution
SES has the right to forthwith terminate and dissolve the Agreement without a notice in default and without judicial intervention being required and without SES having the obligation to pay damages in each of the following cases:
a. in the event that the Purchaser does not or does not timely or does not properly fulfill any of its obligations hereunder; and
b. in case of bankruptcy, moratorium, insolvency, dissolution, liquidation or transfer of shares or of the assets and liabilities of the Purchaser.
15. Applicable Law
The Agreement is governed solely by the law of Germany.
16. Forum Selection
All disputes in connection with offers and with the Agreement will be adjudicated exclusively by the court in Düsseldorf, Germany.
17. General Provisions
17.1 Neither the Agreement nor any rights or obligations hereunder, in whole or in part, shall be assignable or otherwise transferable by the Purchaser.
17.2 The Agreement sets forth the entire agreement and understanding between SES and the Purchaser as to the subject matter hereof and merges all prior discussions between them.
17.3 In the event that any provision of the Agreement shall be held to be unenforceable, the remaining portions hereof shall remain in full force and effect.