General Terms and Conditions

1. General Terms

The following conditions apply exclusively to all our deliveries and services. The basis for this is the European legal standard ECE “General Conditions for the Supply of Plant and Machinery for Export” and the recommendations of the VDMA “General Conditions for the Supply of Machinery for Domestic Business”. Any other terms and conditions of purchase of our customers shall only apply if they have been expressly recognized by us in writing. Verbal agreements of any kind shall be deemed invalid. Otherwise, our written order confirmations shall apply. Subsidiary agreements and amendments require the written confirmation of the supplier.

2. Quotations

Unless expressly stated otherwise, the following conditions apply to the offer:

• All offers are non-binding until confirmed in writing, i.e. the contract shall only become effective upon confirmation of the order by the SincoTec Group.
• The validity period of the offer is determined by the deadlines specified in the respective offer. If no validity period is expressly stated in the offer, the offer is subject to change and non-binding.
• The prices quoted do not include statutory VAT and are ex works Clausthal-Zellerfeld (EXW Ex Works).
• Terms of payment
  • The following applies to service contracts:                                                                                      100% within 14 days of invoicing, without deduction, plus statutory VAT.
  • The following applies to testing machine orders:                                                                                                                                                              30% when the order is placed, 70% directly after delivery, in each case within 14 days of invoicing without deduction, plus statutory VAT
  • The following applies to orders from abroad:                                                                                                                                                             30% upon order placement, 60% upon readiness for delivery, 10% after commissioning of the test stand, in each case within 14 days of invoicing, without deduction, plus statutory VAT.

• When an order is placed, the GENERAL TERMS AND CONDITIONS of the SincoTec group of companies automatically become part of the contract.
• Packing, loading, shipping, and insurance costs will be borne by the customer.
• We provide a warranty of 12 months on the scope of delivery if the machine is used properly. The warranty starts with acceptance of the machine or two months after notification of readiness for delivery, whichever occurs first. We are liable for defects in material, design and manufacture, with the exception of wearing parts. Defective parts will be repaired or replaced at our discretion.
• The documents belonging to the offer, such as drawings, weights and dimensions, are only approximate unless they are expressly marked as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents; they may not be made accessible. The supplier is obliged to make plans designated as confidential by the customer accessible to third parties only with the customer’s consent.

3. Pricing and terms of payment

Our prices are quoted from the respective production location as indicated in EURO without the applicable value added tax. Freight and packaging costs will be charged additionally. Return of packaging is not possible. If the payment deadline is not met, we will charge 9 percentage points above the base interest rate. Further damages caused by default may be claimed. Rights of retention cannot be asserted. A set-off can only be made against an undisputed or legally established claim. Our claims shall become due immediately in the event of default of payment, payment difficulties, initiation of insolvency or composition proceedings.

4. Delivery

The delivery dates specified by us will be adhered to as far as possible, but they are not binding on us. The delivery date shall be the date of dispatch of the delivery to the customer. In the event of late delivery, the customer shall not be entitled to a price reduction or compensation. Our obligation to deliver shall not commence until the customer has fulfilled his contractual obligations. In the event of force majeure, strikes, material shortages and operational disruptions of any kind, we shall be released from our delivery obligation and may withdraw from the contract in whole or in part. Tolerances in dimensions, weight and performance, etc. are permissible. We reserve the right to make model changes or technical modifications. Unless otherwise stated, shipment shall be made by a forwarding agent commissioned by us, by rail or by post, depending on size and weight.

If acceptance is postponed, we shall be entitled to dispose of the goods elsewhere after the lapse of an acceptance period of 14 days without successful acceptance to be set by us and to charge the customer with the costs incurred as a result. If commissioning is not possible for reasons for which SincoTec Test Systems GmbH is not responsible, the resulting costs shall be charged to the customer. Cancellation (including partial cancellation) of orders shall require our express written consent. We reserve the right to claim the resulting damages, but at least 30% of the value of the goods or services.

If the delivery is not accepted within 8 weeks for reasons for which the customer is responsible, the delivery is automatically deemed to have been accepted.

5. Reservation of title

The supplier retains title to the delivery item until all claims of the supplier against the purchaser arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all of the supplier’s claims have been included in a current account and the balance has been struck and recognized. In the event of breach of contract by the purchaser, in particular default in payment, the supplier shall be entitled to take back the delivery item following a reminder and the purchaser shall be obliged to surrender it. The taking back or seizure of the goods by the supplier shall only constitute a withdrawal from the contract if the supplier expressly declares this in writing, unless the German Installment Purchase Act (Abzahlungsgesetz) applies. In the event of seizure or other interventions by third parties, the customer must inform the supplier immediately.

The customer is entitled to resell the delivery item in the ordinary course of business. Other dispositions, in particular pledging or transfer by way of security, are not permitted to the customer. The customer is obliged to resell the reserved goods only subject to retention of title if the item is not paid for immediately by the third-party purchaser. The right to resell shall lapse if the purchaser ceases to make payments. The purchaser hereby assigns to the supplier all claims arising from the resale against the purchaser or third parties, irrespective of whether the reserved goods are resold without or after processing. The purchaser is prohibited from entering into any agreements with his customer which could exclude or impair the rights of the supplier in any way. In particular, the purchaser may not enter into any agreement which nullifies or impairs the advance assignment of the claim to the supplier. The purchaser shall remain authorized to collect the claims assigned to the supplier even after the assignment. This shall not affect the supplier’s right to collect the claims itself; however, the supplier undertakes not to collect the claims as long as the customer duly fulfills its payment obligations.

The processing or transformation of reserved goods shall always be carried out by the customer on behalf of the supplier. If the reserved goods are processed or inseparably mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If the supplier’s goods are combined or inseparably mixed with other movable items to form a single item, and if the other item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to the supplier on a pro rata basis insofar as the main item belongs to the customer. The purchaser shall hold the property or co-property for the supplier. In all other respects, the same shall apply to the item resulting from the processing or combination and mixing as to the goods subject to retention of title.

The supplier undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured by more than 25%, insofar as these have not yet been settled.

The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer’s expense, unless the customer has demonstrably taken out the insurance himself.

6. End-use statement/No-russia clause

(1) The [importer/buyer] shall not directly or indirectly sell, export or re-export any goods to the Russian Federation, or make available for use in the Russian Federation, supplied under or in connection with this Agreement that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014.

(2) The [importer/buyer] undertakes to use its best efforts to ensure that the purpose of paragraph (1) is not frustrated by third parties in the further chain of commerce, including potential resellers.

(3) The [importer/buyer] is obliged to establish and maintain an adequate monitoring mechanism to detect actions by third parties further down the chain, including potential resellers, that could defeat the purpose of paragraph (1).

(4) Any breach of paragraphs (1), (2) or (3) shall constitute a material breach of a fundamental element of this agreement. The [exporter/seller] shall be entitled to take appropriate remedial action, including but not limited to: (i) terminating this agreement; and (ii) claiming liquidated damages in an amount equal to the full value of this agreement or the price of the exported goods, whichever is greater.

(5) The [importer/buyer] shall inform the [exporter/seller] without delay of any problems in the application of paragraphs (1), (2) or (3), including relevant activities of third parties that could frustrate the purpose of paragraph (1). The [importer/buyer] is obliged to provide the [exporter/seller] with information on compliance with the obligations under paragraphs (1), (2) and (3) within two weeks of a simple request.

7. Assumption of risk and acceptance

The risk shall pass to the customer when the delivery leaves the premises of SincoTec Test Systems GmbH. The same shall apply in the event of a delay in readiness for dispatch for which we are not responsible. The customer is obliged to accept delivered goods, whereby partial deliveries are also permissible.

8. Return deliveries

Return deliveries, for whatever reason, can only be accepted with our prior consent. The delivery must be properly packed. It must be accompanied by a consignment bill stating the reason for the return, the employee who authorized the return, the delivery date and, if applicable, the invoice number.

If, with our consent, parts are returned or exchanged for reasons for which we are not responsible, a restocking fee of 30% of the value of the goods will be charged to cover the costs incurred. Custom-made products, modified parts and damaged items cannot be returned or exchanged. The freight costs shall be borne by the sender.

9. Liability for defects

We guarantee that the goods are free from material and manufacturing defects. The warranty period begins with the transfer of risk or, in the case of systems, with commissioning. The warranty is only valid for the customer. The customer must complain about recognizable defects immediately upon receipt of the goods. Warranty claims are limited, at our discretion, to the right to rectification of defects, delivery of replacement parts or reduction of the purchase price. The customer reserves the right to demand a reduction in payment if the repair or replacement attempt fails.

The supplier shall only be liable for the proper handling of the delivery items. He shall not be liable for the work of his personnel and other vicarious agents that is not connected with the delivery, assembly and commissioning.

The above warranty provisions supersede any other obligation or liability on our part. The guarantee is excluded if the customer himself or a third party commissioned by him makes unauthorized changes of any kind or repairs the goods. Further claims of the customer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded. Wear parts or damage caused by misuse are also excluded. Defective parts will be repaired or replaced at our discretion.

In the case of partial deliveries or deliveries to an existing system, the supplier shall only be liable for the scope of delivery and the properties warranted in writing.

10. Right of the customer to withdraw from the contract and other liability of the supplier

The customer may withdraw from the contract if the entire performance becomes finally impossible for the supplier before the transfer of risk. The same applies if the supplier is unable to perform. The purchaser may also withdraw from the contract if, in the case of an order for simila items, the performance of part of the delivery becomes impossible in terms of quantity and the purchaser has a legitimate interest in rejecting a partial delivery. If this is not the case, the customer may reduce the consideration accordingly. If the impossibility occurs during the delay in acceptance or through the fault of the customer, the latter shall remain obliged to provide consideration. All other further claims of the customer, in particular for rescission, termination or reduction as well as for compensation for damages of any kind, including damages that have not occurred to the delivery item itself, are excluded. This exclusion of liability shall not apply in the event of gross negligence or intent on the part of the owner or executive employees. It also does not apply in the absence of properties that are expressly warranted if the purpose of the warranty was precisely to protect the customer against damage that did not occur to the delivery item itself.

Liability for the systems is transferred directly to the customer if the customer makes modifications to the systems or implements and operates superstructures that have not been agreed with the supplier. The customer assumes full responsibility for the accuracy and operational safety of the equipment after commissioning.

11. Special rights

We remain the owner of the illustrations, drawings, etc. provided to the customer. Without our written consent, these may not be published or reproduced or otherwise made accessible to third parties permanently or until written approval has been obtained.

12. Place of jurisdiction, place of performance and applicable law

The place of jurisdiction and place of performance is Clausthal-Zellerfeld. The supplier is entitled to bring an action at the customer’s headquarters. The law of the Federal Republic of Germany shall apply.