Terms and conditions of the SELMATEC SYSTEM GmbH

S E L M A T E C Systems GmbH
Owner: Dipl.-Ing. Michael Selent
Von-Cöllen-Weg 10
D-21379 Scharnebeck

Phone: +49 (0)4136/362054-4
Fax: +49 (0)4136/362054-5

1. Field of application

1.1 Our terms of sale apply to all of our deliveries to traders, if the contract belongs to the operation of their trade, to legal antities under public law and to separate funds under public law.
1.2 Our terms of sale shall take priority as sole valid terms of contract over any other conditions, in particular the buyer's conditions of purchase. As far as an order was placed with reference to any conditions of purchase in full or partial contradiction to our terms of sale, such conditions of purchase are refuted herewith in full.
1.3 Any deviations from our terms of sale require our expressed written confirmation.
1.4 Should any individual conditions be invalid or should any individual conditions be amended in their effect, the remaining conditions of our terms of sale shall remain effective nevertheless.

2. Orders

2:1 For its legal acceptance, every order requires our written confirmation.
2:2 All supplementary agreements, subsequent additions and amendments to the order require our written confirmation in order to be legally binding.

3. Terms of delivery

3.1 The quoted prices and delivery times shall be ex works Lüneburg. Delivery times will be adhered to as far as possible, but are not binding.
3.2 The risks transfers to the customer as soon as the goods leave our premises for the purpose of shipment.
3.3 Packing costs will be billed separately unless otherwise specified in a written agreement.

4. Terms of payment

4.1 Our invoices are payable in euros within 10 days with a 2% discount or within 30 days from the invoice days without deduction. For payments received later than 30 days from the invoice date interest shall be charged at the standard rate.
4:2 Payment through bills of exchange is permissible only with our prior written consent. In this case, the purchaser will carry all charges for draft, collection and discount.
4.3 The purchaser can only offset undeniable or legally valid counter claims against our payment claims, or justify a withholding of payment.
4.4 If the cutomer's financial circumstances and/or liquidity worsen after the contract has been concluded or should any such existing circumstances and conditions not become known until later, we shall be able to demand immediate payment of all outstanding invoices even if respite was previously granted in full or in part on the invoiced amounts or the invoiced amounts were remitted by bills of exchange. Such a worsening of the customer's circumstances shall be deemed to be in particular protests of bills or cheques, the seizure of property, the suspension of payments, the application for composition or bankruptcy proceedings by the common debtor, the opening of composition or bankruptcy proceedings or an objection to the opening for lack of assets. Further deliveries are only carried out against advanced payment or bail.

5. Notices of defects and warranty

5.1 To notices of defects §§ 377, 378 HGB apply provided that complaints on faulty or incomplete deliveries must
be notified to us in writing no later than 2 weeks after the delivered goods reached their point of destination.
5.2 If the delivered goods are defect or lack assured characteristics at the time of the passing of risk, we are able to perform our obligation of warranty by repairing or replacement delivery. f the repairing or replacement delivery fails, the customer can demand a reduction of the purchase price or cancellation of the contract.
5.3 Warranty claims of the customer beyond the claims stated in subparagraph 5.2 are precluded.
5.4 All customer claims which are based on faulty or incomplete deliveries lapse after a period of 12 months from the moment of the passing of risk regardless of the time the customer noticed the damage.

6. Compensation claims

Compensation claims on the part of the customer arising from positive breach of contract, negligence in contract negotiations
and unauthorized actions are excluded, as far as we are not imperatively liable in cases of intention or gross negligence. The same applies to compensation claims due for non-performance, especially compensation claims for consequential damages.

7. Retention of title

7.1 we reserve the runrestricted right of property on the delivered goods until all receivables arising from the business relationship are settled.
7.2 As far as the retention of title in accordance with subparagraph 7.1 are disolved by combination, commingling and/or resale, it is subsitituted by a co-ownership in the new goods in relation to the purchasing price of the reserved goods conceeded by us or the accounts receivable of the customer that arise as a result. Upon request the customer agrees to appoint the owner of the combined or blended items or the purchaser of the sold goods in wiriting.
7.3 The customer is only allowed to sell the goods supplied under our retention of title under normal business transactions given that he is not in default. If the customer is in default or other doubts regarding the creditworthiness in accordance to subparagraph 4.4 occur, we are entitled to demand the restitution of our property or joint property until all of our receivables have been paid in full.
7.4 To ensure all of our claims from the business relationship, the customer assigns all claims arising from reselling the goods subject to retained ownership, even in case of a combination or commingling up to the value of the reserved goods to us. The customer is entitled to collect the claims from resale assigned to us up to our revocation, which can be declared at any time.
7:5 If the value of our existing securities excedes our claims in total by more the 25 out of a hundred, we are obliged, at the customers demand, to release or return such securities according to our choice.

8. Place of fulfillment, place of jurisdiction and applicable law

8.1 The place of fulfillment for the reciprocal services indicated in the contract shall be Scharnebeck 21379, Von-Cöllen-Weg 10.
8.2 The exclusive place of jurisdiction for all disputes, including checks and bills of exchange, shall be Lüneburg.
8.3 The law of Germany shall be applied exclusively in all legal relations between ourselves and customers.

The uniform law on the International Sale of Goods shall not apply.

Terms and conditions of the company SELMATEC SYSTEM GmbH, Scharnebeck