General Terms of Business of SFC Energy AG
Status: May 5, 2012
SFC Energy AG (hereinafter "SFC") develops, manufactures, and markets direct-methanol-fuel cell systems and power supplies.
Note: Use of the product proceeds at one’s own risk. The products
provide a measure of functionality and safety which can be expected
based on permits issued and instructions, the current state of
knowledge and technology.
1 Terms and Conditions, Offer, Conclusion of Contract
1.1
Only the terms and conditions contained in this document apply to all
offers, deliveries, and services of SFC. The general terms and
conditions of the Customer, if any, do not apply.
1.2 All orders (by telephone, email, fax, or mail) become legally binding for the Customer upon their receipt at SFC.
1.3 The
sales contract for a given order is concluded by written confirmation
through SFC or upon mutual preparation and execution of a special sales
contract.
2 Delivery Date, Shipping, Delivery, Passing of Risk
2.1 Delivery date. The basis for SFC's obligation to deliver is the delivery date indicated in the order confirmation.
2.2
Delivery delays. If delivery is delayed, the Customer is entitled to
set a reasonable deadline for delivery and to withdraw from the
contract if this deadline is not met.
2.3 All delivery
dates are subject to proper and punctual deliveries to SFC. If any of
these do not take place at all or not on time, SFC notifies the
Customer.
2.4 Shipping and Passing of Risk. If it is
agreed that the product is to be shipped rather than picked up by the
customer, it is shipped at the Customer's risk. Risk passes to the
customer when the product to be delivered is transferred by SFC to the
person carrying out the transport.
3 Prices, Terms of Payment
3.1 Net prices are given in the sales contract or the written
confirmation from SFC as well as in the invoice. They apply ex SFC's
seat of business without shipping costs (packaging, freight,
transportation insurance, customs duties) and without value added tax
unless otherwise agreed in writing.
3.2 Unless otherwise
agreed in writing, when products are picked up the sales price is to be
paid in advance or upon transfer of the products. When shipping is
agreed upon, shipment only takes place when the amount due has been
received. If, in an exceptional case, it is agreed that payment is due
after the products have been picked up or issued, then the products
continue to be the property of SFC until full payment including all
additional costs, which are due, has been rendered.
3.3 In the event of late payment all costs incurred by SFC as a result of the late payment are borne by the Customer.
4 Warranty
4.1 The agreed upon characteristics of a given product are only
those characteristics, properties, performance data, functionalities,
and other quality features described in the documentation from SFC.
There are no further agreements on product characteristics. In
particular, SFC assumes no warranty that a product is suitable for a
particular purpose.
4.2 In the event of a justified
notification of defects, SFC is obligated and entitled to supplementary
performance within its discretion, i.e. to rectify or redeliver, within
a reasonable period of time. If supplementary performance fails, i.e.
in case of impossibility, unreasonableness, refusal, or unreasonable
delay with regard to the supplementary performance, the Customer may
withdraw from the contract or reduce the purchase price reasonably.
4.3 Claims of the Customer regarding damages or reimbursement of
futile expenditure only exist subject to Section 5 and are otherwise
excluded.
4.4 If examination of products reported as
defective shows that a defect is not covered by SFC's warranty
obligations, then the customer bears the transportation, work, and
other costs which are incurred by SFC in connection with the
examination of such products. In all cases the customer bears the costs
for sending in damaged products.
4.5 In particular, the
Customer loses any possible claims if operating instructions and
warnings delivered with the products are not followed by the Customer
or its customer; if the product delivered is handled or stored
improperly; if the Customer uses a product together with other
components, substances or material in a way that is contrary to the
documentation from SFC; or if the Customer or an unauthorised third
party has tampered with the products delivered or modified them.
4.6
The Customer examines without delay all products delivered by SFC. Any
defects shall be reported by the Customer to SFC within two weeks of
transfer of products except that defects which cannot be recognized
then shall be reported to SFC within 5 working days after their
discovery. When defects are not reported or are not reported on time,
the products delivered are deemed to have been approved in respect to
the alleged defects, and warranty claims by the Customer pursuant to
this Section 4 are excluded.
5 Liability
5.1 In the event of slightly negligent causation of damages SFC
is, on whatever legal grounds, only liable if its legal representatives
or vicarious agents have violated essential duties, and in this case
liability is limited to compensation for damages which are typical and
were foreseeable by SFC upon conclusion of the contract. Beyond that,
liability by SFC in the event of slightly negligent causation of
damages is excluded.
5.2 Customer's claims for damages
under the warranty pursuant to Section 4 become time-barred one year
after delivery of the product by SFC.
5.3 The restrictions of this Section 5 do not apply to SFC's
liability for wilful or grossly negligent misconduct, lack of
guaranteed characteristics, personal injury or death, or SFC's
liability under the German Product Liability Act
(Produkthaftungsgesetz).
6 Place of Performance, Applicable Law, Jurisdiction
6.1 The sole place of performance for delivery and payment obligations is the seat of SFC.
6.2
All legal relations between the Customer and SFC are governed by
German law under exclusion of the UN Sales Convention. The place of
jurisdiction for all disputes is Munich. SFC is also entitled to pursue
legal remedies at the Customer's seat.
6.3 If one or
more provisions in these terms and conditions are or become invalid or
unenforceable in whole or in part, then the validity of the remaining
provisions is not affected.
6.4 Any modifications, amendments, as well as collateral agreements are only valid when made in writing.
