Conditions of sale of SPS electronic GmbH in business transactions with companies
– Version 1.0 As from: 09/18/2017 –
1. General – scope of application
a. These General Terms and Conditions of Sale apply to all present and future business relations between SPS electronic and entrepreneurs (Purchaser).
b. Entrepreneurs within the meaning of these General Conditions and Terms of Sale is a natural or legal person or a legal association of persons who, when concluding a legal transaction, is exercising its commercial or independent professional activity.
c. Differing, conflicting or supplementary general terms and conditions will, even if known, not be a contractual component unless their validity is expressly agreed in writing.
d. If SPS electronic modifies these conditions, these conditions will be deemed to be contractual in the new version communicated, if the purchaser does not object within one month. SPS electronic will point out in the communication of the revised version that a silence on the communication acts as consent to the changed general conditions of sale.
2. Conclusion of contract
a. The offers of SPS electronic are non-binding. Information in catalogues, leaflets, online offers and other advertising media are not binding. Technical modifications as well as changes in shape, colour and / or weight remain reserved within a reasonable scope. All specifications, drawings, illustrations, descriptions and particulars of weight, dimensions or capacities as well as other descriptive details as well as information on the fulfilment of legal requirements are, irrespective of, whether they are published in a catalogue, on dispatch notes, invoices, the packaging or otherwise, are intended to provide an overview on the article. Such descriptions will not be part of the contract. SPS electronic shall take all reasonable measures to ensure the correctness and accuracy of the description, without, however, making this a subject matter of the contract, to ensure or guarantee this. SPS electronic assumes no liability for the correctness, completeness and accuracy of the descriptions.
b. By ordering a product the purchaser declares bindingly to purchase the ordered goods. SPS electronic is entitled to accept the offer enclosed in the order within 2 weeks after receipt.
c. The contract is concluded subject to correct and timely delivery by pre-suppliers. The reservation shall be void if SPS electronic is responsible for the not correct or not in time delivery, in particular if a corresponding contract with pre-suppliers is missing or has not been concluded in due time.
a. The prices are ex warehouse, excluding packaging and shipping and plus the respective statutory legal value-added-tax.
4. Terms of payment
a. You can either pay by SEPA Direct Debit, PayPal, Credit Card, Giropay, Paydirect and Instant Bank Transfer.
b. The purchaser shall, during the period of delay, bear interest of 8 % above the base interest rate on the money debt. SPS electronic is entitled to charge EUR 10.00 for each reminder.
c. If the purchaser is in default of acceptance, the due date of the purchase price shall commence with the date of the declaration of readiness for dispatch.
d. SPS electronic expressly reserves the right to refuse checks or bills of exchange. The acceptance takes place only on account of performance. Discount or bill of exchange charges shall be borne by the purchaser and shall be payable immediately.
e. The purchaser has only a right to set-off if his counterclaims have been legally established or have been approved by SPS electronic.
f. The purchaser can only exercise a right to retention if his counterclaim is based on the same contractual relationship.
g. In the case of direct debit returns or unpaid checks, all claims arising from the current business relationship shall be payable immediately.
5. Ordering procedure
a. The presentation of the goods, especially on the Internet, does not yet constitute a binding offer of the seller.
b. By clicking on the "Add to shopping cart" button the selected items are placed in the shopping cart. In the final step "Checkout" the ordering process begins, in which all the necessary data for order processing is recorded and die AGB / GTC has to be confirmed by setting a checkmark before the "I agree to the Terms and Conditions” and expressly agree to them. A summary of the order and contract data appears at the end of the ordering process. Only after confirmation of this order and contract data by clicking on the button "order now" the customer issues a binding offer by purchasing the goods contained in the shopping basket.
c. A contract shall only come into effect upon written confirmation of order by SPS electronic.
6. Terms of delivery
a. If SPS electronic incurs additional shipping costs due to the specification of an incorrect delivery address or an incorrect addressee, these costs must be replaced by the customer, unless he is not responsible for the incorrect information.
7. Delivery and performance period, partial deliveries
a. Delivery dates or deadlines are only binding with an express assurance. They must be in writing.
b. In the event of delayed delivery by SPS electronic, the purchaser shall be entitled to set a final deadline in writing of at least three weeks with a threat of refusal and to rescind the order with regard to the delivery in default after its fruitless expiry.
c. If the non-fulfilment of a delivery period is attributable to force majeure, labour dispute, unforeseeable obstacles or other circumstances beyond the control of SPS electronic, quite especially if such circumstances occur at the pre-supplier’s, the delivery period is reasonably extended.
d. SPS electronic is entitled to partial deliveries.
e. SPS electronic is, at any time, entitled to make a delivery dependent on matching payments, without giving reasons.
8. Shipment, passing of risk
a. Shipment is made at risk and on account of the customer. The same applies to possible returns if the customer is not entitled to return the goods.
b. The risk of accidental loss and accidental deterioration of the goods shall be transferred to the purchaser upon delivery of the goods to the freight forwarder, the carrier or the person or institution who is otherwise destined to carry out the dispatch. This also applies if partial deliveries are made. SPS electronic insures the consignment automatically, the customer can, upon his request, also conclude the insurance himself.
c. If the dispatch is delayed due to circumstances for which the customer is responsible, the risk passes from the date of readiness of dispatch to the purchaser, however SPS electronic is obligated to effect the insurance which the customer requires at the request and expense of the customer. SPS electronic reserves the right to store the goods in justified circumstances. The cost of storage is borne by the purchaser.
9. Reservation of title
a. SPS electronic reserves the right to ownership of the goods until full payment of the purchase price and all claims arising from the current business relationship.
b. The purchaser is obliged to treat the goods with care. If maintenance or inspection work is required, the customer has to carry this out regularly at his own expense.
c. The purchaser is obliged to notify SPS electronic immediately of any third party’s access to the goods, e.g. in case of a seizure, as well as any damage or the destruction of the goods. The purchaser must immediately notify us of a change of ownership of the goods outside the normal course of business.
d. In the event of a breach of contract by the customer, in particular in case of a delay in payment or in the event of a breach of an obligation pursuant to section 2 or 3 of this clause, SPS electronic may cancel the contract and demand the goods from the customer if the purchaser has previously been given an appropriate deadline for the fulfillment of the contract without success.
e. The purchaser is entitled to process the goods in the ordinary course of business or to join or mix them with other objects. The processing, connection or mixing takes place for SPS electronic, the ordering party keeps the resulting object (new product) for SPS electronic with the care of a proper businessman. In the case of processing, connection or mixing with objects not belonging to SPS electronic, SPS electronic shall be entitled to co-ownership of the new product in the amount of the proportion resulting from the ratio of the value of the goods delivered by SPS electronic to the new product.
f. The purchaser is entitled to resell the goods or the new goods in the ordinary course of business. He already assigns to SPS electronic all of the receivables of the invoice amount of the goods delivered and resold by SPS electronic which are due to him by the resale against a third party. SPS electronic accepts the assignment. After the assignment, the purchaser is authorized to collect the claim until revocation. SPS electronic reserves the right to collect the claim itself, as soon as the purchaser fails to meet his payment obligations and is in default of payment.
10. Warranty, auditing duties, return
a. SPS electronic shall, at their option, make a guarantee for defects of the goods, initially by way of supplementary performance, in the form of repair or replacement delivery. Apart from that the customer may exercise the statutory rights at his discretion. In the event of a minor breach of contract, in particular in the case of only minor defects, the purchaser is not entitled to a right of withdrawal or claim for damages.
b. SPS electronic shall not be at fault in the scope of the warranty of defects, if a defect for SPS electronic was not recognizable or only with disproportionate effort.
c. The customer must notify SPS electronic of obvious defects in writing within seven calendar days from receipt of the goods; otherwise the assertion of the warranty claim is excluded. The timely dispatch shall be sufficient to observe the deadline.
d. If the ordered goods are properly delivered by SPS electronic, a withdrawal and the return of the goods are only permitted with the express consent of SPS electronic. For the dissolution of the contract and the redemption of the goods SPS electronic charges an expense compensation of 20 % of the invoiced amount for checking and re-storing the device.
e. The purchaser shall bear the full burden of proof for all claims, in particular for the defect itself, for the time of the discovery of the defect and for the timeliness of the notice of defects.
f. Only the product description of the manufacturer is deemed as agreed upon as a condition of the goods. Moreover public statements, praising or advertising of the manufacturer do not constitute a contractual specification of the quality of the goods.
g. The warranty period is one year from the delivery of the goods, with the exception of consumable material. For used devices this period is half a year.
h. Guarantees in the legal sense are not accepted by SPS electronic.
11. Limitations of liability
a. SPS electronic shall not be liable for loss of profit or for other financial losses of the customer.
b. Data processing systems and computer software do not always work without errors. Added to this are the imponderables of the Internet. SPS electronic is therefore not liable for damage caused by the fact that, due to technical deficiencies, offers submitted by the customer may not be received by SPS electronic or are not considered there.
c. Technical information provided by SPS electronic, advisory activities, product demonstrations and test measurements which are not part of the scope of performances due and contractually agreed upon by SPS electronic are without liability.
d. Compensation claims with only slightly negligent breaches of duty are excluded. The foregoing limitation of liability shall also apply in favour of the employees, vicarious agents or representatives of SPS electronic. SPS electronic shall not be liable for slightly negligent violation of negligent contractual obligations. The above provision applies to all claims for damages in addition to performance and claims for damages instead of performance irrespective of the legal basis, in particular due to defects, breach of obligations arising from the contractual obligation, impossibility of performance or tort.
e. The foregoing limitations on liability do not concern the customer’s claims arising from product liability. Furthermore, the liability limitations do not apply to body and health damage or loss of life for which SPS electronic is responsible.
f. Claims for damages on the part of the customer due to a defect shall become statute-barred after one year from delivery of the goods. Accessories, spare parts and consumable materials become time-barred within a shorter period of time. This does not apply if SPS electronic is liable to gross negligence, as well as in the case of physical and health damage or loss of life attributable to SPS electronic.
12. Exemption from product liability claims
a. The purchaser is obliged to release SPS electronic from claims of third parties asserted by these against SPS electronic because of a damage caused by a product purchased from SPS electronic installed in another end product if the price of the product provided by SPS electronic is not commensurate with the selling price of the final product. The adequacy is then exceeded if the selling price of the final product exceeds 2,000 times the purchase price for the product delivered by SPS electronic.
13. Final provisions
a. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
b. If the purchaser is a merchant, a legal person of the public law or a special fund under public law, the exclusive court of jurisdiction for all disputes arising from contracts to which these terms apply shall be in Reutlingen. The same applies if the customer does not have a general court of jurisdiction in Germany or if his place of residence or habitual residence is not known at the time the complaint is brought. SPS electronic, however, is free to sue the customer at his general court of jurisdiction.
c. Should individual provisions of the contract with the purchaser including these General Terms and Conditions of Sale be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected thereby. The wholly or partly ineffectual regulation is to be replaced by a regulation the success of which comes as close as possible to that of the ineffective one.
a. The re-export of the goods from the Federal Republic of Germany is subject to the German and / or US-American regulations and is not permitted without official authorization. We are only obliged to accept orders if the question of the final use or purpose of the goods has been clarified and therefore ask you for a corresponding notification. See the manufacturer page for details. The information about an export – also via third parties – is to be indicated to us already before the order acceptance from the buyer. Furthermore we would like to draw your attention to the fact that the warranty for the quoted prices can only be claimed within the Federal Republic of Germany.
15. Data protection notice
a. Personal data of the customer are stored by SPS electronic solely for customer support or information.
b. If an ordering party does not wish to receive any further information, this is taken into account by SPS electronic upon your respective notice.
16. Telephone calls
a. In order to offer you the best possible service and to train new employees, we occasionally listen to telephone conversations. If you do not want this, please point it out to your customer advisor at the very beginning of the telephone conversation. Thank you.
17. ElektroG (Electrical and Electronic Equipment Act)
a. Not SPS electronic GmbH, but the purchaser is obligated to dispose of devices which fall under the ElektroG in accordance with all statutory provisions.