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Standard Terms and Conditions of Purchase

Sensortechnics GmbH Standard Terms and Conditions of Purchase

As of August 2008

1.	Scope
	These Standard Terms and Conditions of Purchase of Sensortechnics GmbH – hereinafter called Buyer - shall apply to all its purchase orders. The standard terms and conditions of Seller shall only apply to the extent Buyer has expressly accepted them in writing. The acceptance by Buyer of any deliveries or services shall not be deemed to mean acceptance of Seller's terms and conditions.
2.	Conclusion of the Contract, Documentation
2.1	Purchase orders issued by Buyer shall only be legally binding if made in writing. Purchase orders given orally or by telephone shall require subsequent written confirmation by Buyer to become effective. No variations or amendments to contracts shall be binding on Buyer unless confirmed by it in writing.
2.2	Buyer retains all ownership rights and copyrights in any drawings, plans, illustrations and other documentation it may furnish to Seller upon placement of an order and for use in submitting an offer. Any drawings, plans, illustrations and other documentation Buyer may furnish to Seller shall not be made accessible to third parties without the express written permission of Buyer. All documentation provided to Seller in connection with a purchase order shall be used exclusively for the handling and execution of such order and shall immediately be destroyed if the order has not materialized or after the order has been processed.
3.	Prices, Delivery, Packaging
3.1	All agreed prices shall be fixed prices inclusive of packaging and shall cover delivery carriage paid to Buyer's address as indicated in the purchase order.Die vereinbarten Preise sind bindend. Sie gelten für eine Lieferung „frei Haus“ einschließlich Verpackung an die in der Bestellung angegebene Versandanschrift.
3.2	Seller shall immediately advise Buyer of any shipment by sending a despatch note showing the purchase order number quoted by Buyer. The purchase order number shall also appear on any and all documentation and invoices relating to a purchase order.
3.3	Seller shall be obliged to use environmentally friendly packaging materials. The Seller's take-back obligation regarding packagings shall be subject to the Packaging Ordinance.
4.	Invoices, Payment
4.1	Invoices shall contain all necessary evidence and show the complete purchase order data. In case of failure to adhere to this requirement, Seller shall be responsible for any delays caused thereby. In such cases, the term of payment shall commence as of the date proper and verifiable invoices are submitted.
4.2	Unless otherwise agreed, Buyer shall be entitled to deduct a 2 % discount for payments made by it within 14 calendar days or to make net payment after 60 calendar days. The term of payment shall commence upon receipt of invoice by Buyer provided Buyer has found the deliveries or services to be complete and conforming as to quantity, quality and description with the purchase order.
4.3	Buyer reserves the rights of retention and set-off subject to the applicable legal regulations.
5.	Terms and Dates of Delivery, Penalty
5.1	Agreed dates and periods for delivery shall be binding. The relevant date for determining whether a delivery date or period has been complied with shall be the date of actual arrival of the goods at the agreed place of performance or the date of their acceptance provided such acceptance has been stipulated in the contract or is legally prescribed.
5.2	Seller shall be obliged to immediately notify Buyer in writing of any expected or existing delays in the processing of the order, indicating the reasons and the anticipated new delivery date.
5.3	In case of Seller's failure to adhere to the delivery date, Buyer will raise legal claims. If Seller has allowed a reasonable grace period granted by Buyer to elapse or declares its inability to comply with it, Buyer shall be entitled to claim damages in lieu of performance and to withdraw from the contract. Only in isolated cases and only if expressly so agreed will Buyer accept part deliveries or complete deliveries made before the agreed delivery date. Buyer shall at its discretion be entitled to return such deliveries at Seller's expense. Acceptance by Buyer of such deliveries will not create an obligation to accelerate payment.
5.4	In the event that a penalty has been agreed and fallen due, Buyer shall have the right to claim such penalty before making final payment.
6.	Passing of the Risk, Commercial Investigation and Notification of Defects
6.1	The risk shall pass to Buyer upon delivery of the goods at the place of performance or, in case acceptance has been agreed or is legally prescribed, at the moment of acceptance of the goods.
6.2	In the event that an obligation of commercial investigation or a requirement to give notice of defects becomes applicable, Buyer undertakes to examine the consignment concerned and to notify Seller of any apparent defects within a period of eight (8) days of the date of arrival of the goods, and of any hidden defects within a period of five (5) days of the date of detection of such defects.
7.	Warranty, Liability for Defects
7.1	Seller warrants that all goods supplied and services rendered by it will be free from defects. This warranty shall be in conformity with all applicable provisions, guidelines and regulations issued by official authorities and employers' liability insurance associations and which are governed by public law.
7.2	In the case of defects, Buyer shall be entitled to raise legal warranty claims. Buyer shall in each case be free to choose between having the defect remedied by Seller or, alternatively, receiving a replacement delivery or demanding new production. Any costs arising in connection with such supplementary performance shall be for Seller's account. Buyer reserves the right to claim damages at law, to claim damages in lieu of performance or to raise warranty claims as provided by law.
7.3	In case there is a risk of unreasonably high damage or in cases of particular urgency, Buyer shall be entitled to have the defects remedied at Seller's expense if Seller could not be reached by Buyer in this respect. Buyer shall be obliged to notify Seller immediately of any such remedial action it has initiated.
7.4	The period of limitation for warranty claims shall be 36 months unless a longer period is provided by law. The period of limitation shall commence at the moment of passing of the risk; it shall be suspended during negotiations concerning a defect and shall recommence on the day Seller will accept the defect.
8.	Product Liability, Seller's Indemnity for Damages, Insurance
8.1	Seller shall indemnify Buyer against any product liability claims raised by third parties in connection with defective contractual goods and services and shall reimburse Buyer in respect of any claims, damages and costs for which Seller is responsible.
8.2	Seller shall reimburse Buyer for the costs of any reasonably necessary measures taken by Buyer with a view to preventing damages arising from product liability claims. Buyer will inform Seller about the nature and scope of such measures especially if a recall campaign becomes necessary. This shall not be construed as a waiver of any other legal rights and remedies of Buyer.
8.3	Seller undertakes to effect and maintain with an insurance company a policy or policies providing coverage in sufficient amounts of all the risks which are the subject of indemnities for product liability claims.
9.	Industrial Property Rights
9.1	Seller warrants that the goods and services delivered by Seller and their contractual use by Buyer do not and will not infringe upon any third party's industrial property rights.
9.2	Seller shall indemnify and hold Buyer harmless from and against any claims for infringement of a third party's industrial property rights and shall reimburse Buyer for all costs and expenses accruing in this connection provided such third party claims arise from a neglect of Seller's duties or of the duties of his agents under the purchase contract. Buyer will not without prior consultation with Seller give an undertaking, effect a composition or enter into any other agreements with claimants.
9.3	The limitation period for claims against Seller on account of an infringement of industrial property rights shall be five (5) years from the date of delivery or of acceptance if such acceptance is agreed or legally prescribed.
10.	Reservation of Title, Provision of Materials
10.1	Buyer expressly objects any provisions and statements of Seller which extend beyond the ordinary reservation of ownership.
10.2	Any provisions, tools, drawings or other documentation Buyer will furnish to Seller in connection with the conclusion or processing of the purchase contract shall at all times be the property of Buyer. Any tools provided to Seller shall not be used otherwise than for the production of deliverables under the purchase contract.
10.3	In case any objects or materials provided by Buyer are processed or altered by Seller, such processing or alterations shall be deemed to have been carried out on behalf of Buyer. In the event that goods to which Buyer retains title are processed together with other items, Buyer will acquire co-ownership in the new object in proportion to the value of the object or material placed at Seller's disposal by Buyer to that of the other processed objects at the time of processing. If the object or material placed at Seller's disposal by Buyer is inextricably mixed with other objects not owned by Buyer, Buyer shall acquire co-ownership in the new object in proportion to the value of the object placed at Seller's disposal to that of the other objects at the time they were mixed. If mixing takes place in such a way that the object or material owned by Seller must be regarded as the main contribution to the new product, the parties agree that Seller transfers a proportionate percentage of co-ownership to Buyer and safeguards such co-ownership for Buyer.
11.	Confidentiality
	Seller shall be obliged to keep in strict confidence all illustrations, drawings, calculations, documentation and other information furnished to him to the extent these are not generally known or are made publicly available. Seller shall only be permitted to disclose or pass on such items to third parties with the express written permission of Buyer.
12.	Place of Performance, Governing Law, Venue
12.1	The place of performance shall be the delivery address specified in the purchase order.
12.2	Purchase contracts shall be subject to German law. The parties specifically waive the application of the UN Convention on Contracts for the International Sale of Goods (CISG; UN Sales Convention of 11 April 1980.
12.3	The parties submit to the exclusive jurisdiction of the court having jurisdiction for the business location of Sensortechnics GmbH as Buyer. Sensortechnics GmbH shall at its discretion also be entitled to bring an action against Seller at Seller's place of general jurisdiction.

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