General Terms and Conditions

( 1) All offers, services and agreements shall be made exclusively on the basis of these General Terms and Conditions of Sale and Delivery of SEIKOM Electronic GmbH & Co. KG (SEIKOM Electronic) in their respective valid version. These General Terms and Conditions of Sale and Delivery shall only apply to entrepreneurs within the meaning of the German Civil Code (BGB).

(2) Any terms and conditions of the customer that conflict with or deviate from these General Terms and Conditions of Sale and Delivery shall only be recognized by SEIKOM Electronic if SEIKOM Electronic agrees to their validity in writing. The General Terms and Conditions of Sale and Delivery of SEIKOM Electronic shall also apply if services are rendered to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

(3) These Terms and Conditions of Sale and Delivery of SEIKOM Electronic shall be accepted by the customer by placing the order or accepting the service for the duration of the entire business relationship, even if they are not expressly repeated.

(1) SEIKOM Electronic's offers are subject to change. A contract is concluded by the written order confirmation or by the delivery of the ordered goods, unless SEIKOM Electronic indicates by other circumstances that the order has been accepted. If the customer informs SEIKOM Electronic of change requests after receipt of the order confirmation, SEIKOM Electronic is entitled to invoice any resulting additional costs upon acceptance of the change.

(2) Illustrations, drawings and other specifications are only binding upon written agreement. The same shall apply to consultation or information discussions, in particular regarding the possible uses of ordered goods, between SEIKOM Electronic and the Customer.

(3) If the customer cancels the contract for any reason whatsoever without SEIKOM Electronic being responsible for this, SEIKOM Electronic is entitled to claim a lump-sum compensation amounting to 10% of the total price agreed upon at the time of the order cancellation, unless SEIKOM Electronic or the customer provide other evidence in the individual case.

(1) Delivery deadlines are only binding (firm deal) if SEIKOM Electronic expressly confirms this in writing.

(2) Compliance with binding delivery deadlines shall be subject to the clarification of all technical and other issues as well as the timely and proper fulfillment of any obligations of the Customer.

(3) SEIKOM Electronic is not responsible for delays in delivery due to reasons beyond SEIKOM Electronic's control, in particular unforeseeable events that prevent or impede timely delivery. In such cases, the delivery period shall be extended appropriately. In case of delay in performance, the customer is entitled to withdraw from the unfulfilled part of the contract, provided that the obstacle to performance lasts longer than 6 weeks and a reasonable grace period for delivery has been set. Claims for damages by the customer due to an extension of the delivery period or in the case of a release of SEIKOM Electronic's obligation to perform are excluded, provided that the customer was immediately informed of the impediment to performance.

(4) If SEIKOM Electronic is responsible for the non-observance of binding delivery dates, liability shall be limited to 0.5% of the order value for each full week of delay, but not more than 5% of the order value of the affected delivery. Further claims for damages can only be asserted by the customer if he has granted SEIKOM Electronic a reasonable extension in writing and if the delay in delivery is due to gross negligence or intent on the part of SEIKOM Electronic.

(5) SEIKOM Electronic shall be released from the obligation to deliver if circumstances become known during the contractual relationship that give rise to justified doubts about the customer's ability to pay. In this case, SEIKOM Electronic shall carry out the delivery, provided that the customer makes advance performance with regard to the purchase price or provides appropriate securities.

(6) If the customer orders goods on call (in particular pre-order), the complete acceptance or the complete call of the goods must take place within 12 months from the conclusion of the contract or the order, unless otherwise agreed in writing. Otherwise, the customer is obligated to accept the goods within 10 working days, provided SEIKOM Electronic requests this in writing.

(7) In the event of non-compliance with the deadline specified in clause (6), the statutory consequences of default of acceptance within the meaning of the German Civil Code shall apply.

(8) The Buyer has a right to return goods that are no longer required for a period of 60 days from delivery. The right of return excludes ATEX and SIL certified products for safety reasons as well as merchandise. Prerequisite for a return is that the goods are in their original packaging and have not yet been installed. The customer is responsible for the shipping costs. For other products SEIKOM Electronic will charge a return fee of 30% of the order value for the inspection of the electronic components, control of the functionality and storage.

(1) The goods shall be shipped from SEIKOM Electronic's registered office at the Customer's expense and risk (Incoterms 2010: EXW). Transport, breakage, theft or other insurance shall only be taken out by SEIKOM Electronic upon written request of the customer. The resulting costs will be charged to the customer.

(2) If the goods are to be shipped at the customer's request at a later date than the possible shipping date, SEIKOM Electronic is entitled to invoice the customer for the costs of storage, beginning one month after notification of readiness for shipment, at a flat rate of 0.5% of the order value for each month, subject to other evidence. One month after notification of readiness for shipment, SEIKOM Electronic is alternatively entitled to request the customer to accept the goods and to otherwise dispose of the goods in case of non-acceptance. The customer is then to be supplied after an appropriately extended period.

(3) Partial performances are permissible insofar as they are reasonable for the customer.

(1) SEIKOM Electronic's prices are subject to the applicable statutory value added tax ex SEIKOM Electronic's registered office plus separately invoiced transport/shipping and packaging costs. For orders below 75,00 EUR we reserve the right to charge a minimum quantity surcharge of 15,00 EUR. For special articles we charge set-up costs according to expenditure.

(2) SEIKOM Electronic is entitled to issue partial invoices according to the progress of the order processing.

(3) The invoice amount is due for payment upon receipt of the invoice. If payment is not made within 14 days after performance of the goods and receipt of the invoice, the customer shall be in default. Payments shall be made in EUR. Under the reservation of proof of further damages, the customer shall in the

In the event of default in payment, the customer shall pay interest on arrears at a rate of 8 percentage points above the respective base interest rate.

(4) Bills of exchange and checks shall only be accepted on account of performance and shall only be deemed to be performance after unconditional crediting. Any ancillary costs arising from bill of exchange or check payments shall be borne by the customer.

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has processed them further (supplier's recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by incorporation into another product.

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were publicly announced by us (in particular in catalogs or on our homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on the quality of the goods.

(3) Insofar as the quality has not been agreed, it shall be assessed according to the statutory regulation whether a defect is present or not (§ 434 para. 1 p. 2 and 3 BGB). However, SEIKOM Electronic shall not be liable for public statements of third parties (e.g. advertising statements) to which the customer has not pointed out to us as being decisive for his purchase.

(4) SEIKOM Electronic shall generally not be liable for defects that the customer is aware of at the time of conclusion of the contract or is not aware of due to gross negligence (§ 442 BGB). Furthermore, the Customer's claims for defects shall require that the Customer has fulfilled its statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case take place immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, SEIKOM Electronic must be notified immediately in text form. In any case, obvious defects are to be reported in text form within 5 working days from delivery and defects not recognizable during inspection within the same period from discovery. If the customer fails to duly inspect the goods and/or to notify SEIKOM Electronic of defects, SEIKOM Electronic shall not be liable for the defect that was not detected or not detected in time or not detected at all. properly notified defect in accordance with the statutory provisions excluded.

(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery). Our right to refuse subsequent performance under the statutory conditions shall remain unaffected.

(6) SEIKOM Electronic may refuse subsequent performance if it is only possible at disproportionate costs. Disproportionate costs shall be deemed to exist if the costs of the subsequent performance, including the costs for the removal of the defective item and installation of a defect-free item, exceed the value of the goods in defect-free condition by 200%.

(7) SEIKOM Electronic is entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the purchaser is entitled to retain a reasonable part of the purchase price in relation to the defect.

(8) The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to provide us with the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions.

(9) In the event of subsequent performance, SEIKOM Electronic shall undertake the removal of the defective item and the installation of a defect-free item. item itself. The customer is only entitled to remove the defect-free item and to install a defect-free item after prior consent of SEIKOM Electronic or after expiration of a reasonable deadline set by the customer. The expenses necessary for the purpose of inspection and supplementary performance, in particular We shall bear or reimburse transport, travel, labor and material costs and, if applicable, removal and installation costs in accordance with the statutory provisions if there is actually a defect. Otherwise, we may demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the purchaser.

(10) If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the purchaser may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however no right of withdrawal.

(11) Claims of the Purchaser for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 8 and shall otherwise be excluded.

(1) SEIKOM Electronic grants a warranty in accordance with the following provisions. The customer is entitled to this warranty in addition to and independently of its statutory claims for defects.

(2) SEIKOM Electronic will remedy defects in design, material or workmanship by repair or replacement within 2 years from handover. Normal wear and tear, in particular due to corrosion, aging and environmental influences are excluded from the warranty.

(3) The warranty only covers repair or replacement at the discretion of SEIKOM Electronic. The removal of the defective item and the reinstallation of a defect-free item are not covered by the warranty.

(4) Claiming warranty requires that the product has been installed and serviced by a qualified professional in accordance with SEIKOM Electronic's installation and operating instructions.

(5) The warranty does not apply if the defect is due to improper installation, operating, use or handling errors or if the product has been structurally modified after purchase or repaired or modified using third-party components.

(6) In order to assert the warranty, the product must be sent with a claim number to be requested from SEIKOM Electronic by telephone or e-mail to SEIKOM Electronic GmbH & Co. KG, Retouren, Fortunastraße 20, 40489 Wülfrath in secure packaging. The customer bears the costs of the shipment. Together with the shipment, the copy of the invoice with the date of purchase and the return form mentioned under www.seikom-electronic.com downloadable form "Returns" filled in.

(1) Unless otherwise stipulated in these General Terms and Conditions of Sale and Delivery including the following provisions, SEIKOM Electronic shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) SEIKOM Electronic shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in case of intent and gross negligence. In the event of simple negligence, SEIKOM Electronic shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for due diligence in own affairs)

1. for damages resulting from injury to life, body or health
2. for damages resulting from the breach of an essential contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer regularly relies and may rely; in this case, however, liability is limited to compensation for the foreseeable,

typically occurring damage.

(3) The limitations of liability resulting from clause 8 (2) shall also apply to breaches of duty by or in favor of persons whose fault SEIKOM Electronic is responsible for according to statutory provisions. They do not apply if SEIKOM Electronic has fraudulently concealed a defect or has given a guarantee for the quality of the goods and for claims of the customer according to the product liability law.

(4) SEIKOM Electronic shall not be liable for consequential damages resulting from the further processing of unsuitable or defective goods, except for in the event of intentional breach of duty.

(1) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.

(2) If, however, the goods are a building structure or an item which has been used for a building structure in accordance with its customary manner of use and has caused the defectiveness thereof (building material), the limitation period shall be 5 years from delivery in accordance with the statutory provision (§ 438 para. 1 no. 2 BGB).

Further legal special regulations regarding the statute of limitations, in particular according to § 438 para. 1 no. 1 BGB (German Civil Code), if SEIKOM Electronic has fraudulently concealed the defect or has assumed a guarantee for the quality of the goods (§ 438 para. 3, § 444 BGB) or in the case of supplier recourse in the purchase of consumer goods according to §§ 478, 479 BGB, shall also remain unaffected.

(3) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the customer according to clause 8 (2) sentence 1 and sentence 2 (a) as well as according to the Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.

(1) Until complete fulfillment of all claims by the customer, the delivered goods shall remain the property of SEIKOM Electronic. If the customer sells goods subject to retention of title without receiving the purchase price from his purchaser concurrently upon handover or in advance, he shall agree the retention of title with these purchasers in accordance with these provisions.

(2) The customer is not entitled to pledge goods subject to retention of title or to assign these goods as security. In the event of seizures or other interventions by third parties, the customer must immediately notify SEIKOM Electronic in writing.

(3) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; he already now assigns to SEIKOM Electronic all claims in the amount of the final invoice amount (incl. VAT) of the claim, which arise for him from the resale against his customers, irrespective of whether the goods are sold without or after processing. The customer remains entitled to collect the claim even after assignment, whereby the right of SEIKOM Electronic to collect the claim itself remains unaffected. However, SEIKOM Electronic undertakes vis-à-vis the customer not to collect the claim as long as the customer is not in default of payment or an application for the opening of composition or insolvency proceedings has not been filed. If this is the case, the customer is obligated, upon SEIKOM Electronic's request, to disclose the assigned claims and their debtors, to provide the necessary documents and to inform the debtors about the assignment.

The customer undertakes to observe any operating instructions delivered with the goods and also to draw the attention of any third-party purchasers to this. Non-observance in whole or in part may result in a complete loss of the purchaser's rights; this shall not apply to any claims for damages pursuant to § 7.

The Customer is not entitled to reproduce or copy catalog contents of SEIKOM ELECTRONIC, in particular technical drawings and photographs, for its own advertising purposes or for other purposes without the express written consent of SEIKOM ELECTRONIC. The Customer may not make offers and other business documents available to third parties.

(1) Wuppertal is agreed as the place of jurisdiction for all disputes arising from or in connection with the contractual relationship. Place of performance is Wülfrath.

(2) The Client may only set off claims that are undisputed or have been legally established. The Client shall only have a right of retention if its counterclaims arise from the same contractual relationship or the claims are undisputed or have been established as final and absolute.

(3) Amendments to the contract must be made in writing. This shall also apply to the amendment of the written form clause.

(4) If one or more provisions of these General Terms and Conditions are invalid or have not been properly included in the contract, the remaining provisions of these General Terms and Conditions shall remain valid.

(5) The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the law on the international sale of movable goods - UN Sales Convention - even if the customer has its registered office abroad. These General Terms and Conditions of Sale and Delivery are subject to copyright. Violations of copyright will be legally prosecuted.