Our AGB’s

Here you can find our general terms and conditions.

I. Umfang der Lieferungen und Leistungen
Für den Umfang der Lieferungen und der Leistungen sind die beiderseitigen schriftlichen Erklärungen maßgebend. Liegen solche nicht vor, gelten grundsätzlich die allgemeinen Geschäftsbedingungen des Lieferers. Deviations from this require written confirmation by the supplier. The customer’s terms and conditions of purchase shall not be recognized. Subsidiary agreements are only effective if they have been confirmed in writing.

The regulations of the Association of German Electrical Engineersshall apply to all deliveries and services insofar as they are relevant to the safety of the deliveries or services. Deviations are permissible insofar as the same safety is guaranteed in another way.

The supplier reserves unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents; they may only be made accessible to third parties with the prior consent of the supplier. Drawings and other documents belonging to the quotations shall, if the order is not placed with the supplier, be provided immediately upon request. Protective devices shall be supplied insofar as this is prescribed by law or expressly agreed
.

We reserve the right to make excess or short deliveries of up to 10% for custom-made products.
The information in catalogs, brochures, type lists, data sheets and other advertising material, specifications, requirement specifications and other technical delivery conditions, in certificates and other forms do not constitute any warranties of properties beyond the normal warranty within the meaning of 459 para. 2 BGB (German Civil Code). Such assurances of properties require separate written confirmation by the Supplier’s management to be effective, whereby the assurances must be expressly designated as such.
Samples are deemed to be test samples and not specimens within the meaning of 494 BGB. When using the samples, attention must be paid to any tolerances. Samples issued by System Verwaltungs- und Vermietungs Gbr. are their property and must be returned to the supplier. Samples are not intended for productive use.
Prototypes may not contain the full properties required by the customer and are for testing purposes only. They may not be resold or used in end products.

II. Prices
The prices apply to delivery without installation or assembly ex works excluding statutory VAT. All prices are subject to change. If prices have not been agreed, the prices valid on the day of delivery shall apply. In addition, we are entitled to redefine the prices for call-off orders if these cannot be processed in the originally agreed form due to the customer’s disposition, i.e. if the total quantity, the quantity per released delivery or the acceptance period is changed.

Additional costs incurred due to a mode of shipment determined by the Purchaser shall be borne by the Purchaser.

Special packaging, e.g. for sea freight, will be charged at cost price.

III. Retention of title
The delivery items shall remain the property of the Supplier until all claims to which it is entitled against the Customer or the business relationship have been fulfilled. Prior to this, the pledging or transfer by way of security of the delivery items is prohibited. If third parties seize the goods, the purchaser must inform the supplier immediately.

Resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customers or makes the reservation that ownership is only transferred to the customer when the customer has paid the price in full.
In the event of resale, the Purchaser assigns its future purchase price claim in the amount of the invoice value of the delivery item to the Supplier by way of security upon conclusion of the transaction with the Supplier, without the need for a specific declaration (extended retention of title). If the assigned claim is seized by third parties, the Purchaser shall notify the Supplier immediately.

In the event of mixing, combining or processing, the Supplier shall become co-owner of the new item. In this case, the Purchaser also assigns its ownership or co-ownership rights to the Supplier.
In the event of resale, the Purchaser assigns its future purchase price claim in the amount of the invoice value of the delivery item to the Supplier by way of security upon conclusion of the transaction with the Supplier, without the need for a specific declaration.

If the value of the security provided exceeds the Supplier’s delivery claim by more than 20%, the Supplier shall be obliged to reassign the security at the Purchaser’s request. Any costs of intervention shall be borne by the customer.

In the event of a deterioration in the financial circumstances of the Purchaser, the Supplier shall be entitled to prohibit the resale or further processing (mixing, combining, processing) of the delivery item and to demand its return at the Purchaser’s expense.

In the case of a current account, the reserved title to the delivery item shall serve as security for the supplier’s balance claim.
The reclaiming of the delivery item subject to retention of title shall not be deemed a withdrawal from the contract.

IV. Time limit for deliveries and services
With regard to the time limit for deliveries and services, the written declarations of both parties shall be decisive. In the absence of such, the supplier’s terms and conditions of sale shall apply. Deviations from this require written confirmation by the supplier. Compliance with the deadline
requires the timely receipt of all documents to be supplied by the customer, necessary approvals, releases, the timely clarification and approval of the plans, compliance with the agreed terms of payment and other obligations. If the prerequisites are not fulfilled in good time, the deadline shall be extended accordingly.

The deadline shall be deemed to have been met:
a) in the case of delivery without installation or assembly, if the operational consignment has been dispatched or collected within the agreed delivery or performance period. If the delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been met upon notification of readiness for dispatch within the agreed deadline;
b) in the case of delivery with installation or assembly, as soon as this has taken place within the agreed deadline. If non-compliance with the deadline for deliveries and services is due to events of force majeure, e.g. mobilization, riot, war, lockout, strike, lack of raw materials, accident, fire, water ingress, failure/delay in delivery, lack of means of transport, energy supply difficulties or other circumstances for which the Supplier is not responsible, the deadline shall be extended accordingly.

In the event of non-compliance with the deadline for reasons other than those stated in Clause 3, the Purchaser may, if it can credibly demonstrate that it has suffered damage as a result of the delay, demand compensation for delay of 0.5% for each completed week of delay, but no more than 10% of the value of that part of the supplies or services which could not be put to the intended use due to late completion of individual associated items.

V. Export and re-export
All deliveries by S.E. System Electronic GmbH are subject to export authorization in accordance with German foreign trade law, of which the customer is responsible for obtaining knowledge.

Products and technical know-how supplied by S.E. System Electronic GmbH are intended to remain in the Federal Republic of Germany on the basis of existing licenses and copyrights. The re-export individually or in system-integrated form is subject to authorization by the customer.

VI Export restrictions
Under German law, information and licenses are issued by the Federal Office for Trade and Industry, 65731 Eschborn Tx.1, or the competent authority of another supplier country.

VII Transfer of risk
The risk shall pass to the customer, even if carriage paid delivery has been agreed.

In the case of delivery without installation or assembly, the risk shall pass to the customer when the ready-to-use consignment has been dispatched or collected. Packaging shall be carried out with the utmost care. Shipment shall be made at the best discretion of the supplier. At the request and expense of the Customer, the Supplier shall insure the consignment against breakage, transportation and fire damage.

In the case of delivery with installation or assembly, the risk shall pass to the customer on the day of acceptance at his own premises. If trial operation has been agreed, the risk shall pass to the customer after a faultless trial operation. This is subject to the condition that the trial operation or acceptance at the customer’s own premises immediately follows the ready-for-operation installation or assembly. If the customer does not accept the offer of trial operation or acceptance at his own premises, the risk shall pass to the customer for the period of delay after the expiry of 14 days after this offer.
If dispatch, delivery or the start or performance of installation or assembly is delayed at the request of the customer or for reasons for which he is responsible, the risk shall pass to the customer for the period of delay. Partial deliveries are permissible.

VIII. Terms of payment
If the agreed payment period is exceeded, i.e. as a rule from the 31st day after the invoice date, we shall be entitled without reminder to charge interest on arrears at a rate of 4% above the respective discount rate of the Deutsche Bundesbank, but at least 8% from the due date of the invoice.
The purchaser is not entitled to withhold or offset payments, not even due to complaints, unless we have recognized the purchaser’s claims in writing or these have been legally established.
If we become aware of a change in the creditworthiness of the customer after conclusion of the contract or if agreed terms of payment are not complied with, we shall be entitled to demand immediate payment for the equivalent value of deliveries already made and to make further deliveries dependent on advance payment. Payments shall be made free Supplier’s payment office. The customer may only offset claims that are undisputed or have been legally established.

The payment term is 30 days from the invoice date at the longest. In the event of cash payment and payment on delivery or within 14 days of the invoice date, the Supplier shall grant a 2% discount, provided this is stated on the front of the invoice.
Cheques and bills of exchange shall only be deemed payment after receipt of the equivalent value. Collection and discount charges shall be borne by the Purchaser.
Bills of exchange shall only be accepted after prior approval by the Supplier. However, if circumstances arise for which the supplier is not responsible, the supplier reserves the right to cancel the granting of credit and to return and revoke bills of exchange already accepted.

In the event of non-compliance with these conditions, the entire resulting balance must be paid immediately. No discount shall be granted if there is an overdue balance in favor of the Supplier at the time of payment. Payments shall be credited against the oldest debt and any ancillary costs.
If the customer is in default, default interest of 4% above the respective discount rate of the Deutsche Bundesbank, at least 8% from the due date of the invoice, shall be charged.

Unauthorized deducted cash discount amounts will be unconditionally reclaimed.

IX. Liability for defects
Complaints or notices of defects must be made in writing to the supplier immediately, but at the latest within 2 years – irrespective of the period of operation – from the date of transfer of risk. If a notice of defect is justified, the supplier shall replace the part complained about free of charge upon return
. Further claims are excluded. The customer must comply with the contractual obligations incumbent upon him, in particular the agreed terms of payment. The customer may only withhold payments insofar as these are in a reasonable
proportion to the costs of remedying the defects that have occurred. However, if the contract is part of the operation of a commercial business, the customer may only withhold payments if a notice of defects is asserted about the justification of which there can be no doubt.
Parts that are to be replaced must be sent in. In all cases, only those parts shall be replaced which show the defect in the material or the workmanship.
The Purchaser shall grant the Supplier the time and opportunity required at its reasonable discretion to remedy the defect. If he refuses to do so, the supplier shall be released from liability for defects. If the supplier allows a reasonable period of grace set for him to elapse without remedying the defect, the customer may demand a reduction in payment or rescission of the contract.
The liability for defects does not apply to natural wear and tear, nor to damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment and chemical, electrochemical or electrical influences which are not assumed under the contract.
The Supplier is released from liability for defects if alterations or repair work have been carried out improperly without the express permission of the Supplier.

Further claims for damages as well as consequential damages, regardless of the legal grounds and to what extent, are excluded. This shall not apply if liability is mandatory in cases of intent or gross negligence.

X. Other claims for damages
Claims for damages by the customer arising from positive breach of contract, from the breach of obligations during contract negotiations and from tort are excluded. This shall not apply if liability is mandatory in cases of intent or gross negligence.

XI. Adjustment of contract
In the event of force majeure, such as mobilization, riot, war, lockout, strike, shortage of raw materials, accident, fire, water ingress, failure of suppliers, defects in means of transport, official intervention, energy supply difficulties and other circumstances for which the supplier is not responsible, the agreed delivery period shall be extended by a reasonable amount. If the delay in delivery lasts longer than two months, the supplier shall be entitled to withdraw from the contract. The customer cannot derive any claims for damages from the extension of the delivery period and the withdrawal from the contract. The supplier can only invoke the aforementioned circumstances if he informs the purchaser immediately.

XII. Miscellaneous
If the purchaser is a registered trader, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the supplier’s registered office. Rosenheim –
For deliveries abroad, the rules of the Incoterms currently in force shall apply. All costs associated with the border crossing such as customs duties, taxes, inspection fees and other costs shall be borne by the customer.

Should a provision of a supply contract be invalid, this shall not affect the remaining content of the contract. Rather, the invalid provision shall be replaced by one that is economically justifiable in a legally permissible manner.

The contractual relations shall be governed exclusively by German law.

The validity of the Uniform Law on the International Sale of Goods of 17.07.1973 issued on the basis of the Hague Convention of 01.07.64 is excluded.

Status: 26.11.2013