General Terms and Conditions

§1 General

1.1 The following terms and conditions shall apply to all present and future deliveries and services, offers and order confirmations of Sintron Distribution GmbH (hereinafter referred to as the "Supplier").

1.2 Oral collateral agreements, any warranties, amendments or supplements to the contract shall require the Supplier's written confirmation in order to be legally effective. The formal requirement under this clause may only be waived in writing.

1.3 The Customer's terms and conditions shall apply only if they have been expressly acknowledged in writing by the Supplier and shall not become part of the contract merely by acceptance of the order. The formal requirement under this clause may only be waived in writing.

1.4 All offers are always subject to change without notice. Unless otherwise specifically agreed, the Supplier's order confirmation shall be decisive for the scope of the deliveries or services (hereinafter referred to as "Deliveries").

1.5 We generally permit the use of our images for advertising in printed form, e.g. in catalogues and flyers. The use of our image material on the Internet is excluded from this permission and requires our express written approval.

§2 Prices and Terms of Payment

2.1 Unless otherwise separately agreed, prices apply ex works from the Supplier's registered office, excluding freight, packaging, insurance and other incidental costs, plus the value-added tax applicable and legally chargeable at the relevant time.

2.2 Credits for cheques shall always be subject to their receipt. Discountable bills of exchange shall only be accepted by special agreement. The costs of collection and discounting shall always be borne by the Customer.

2.3 If the Customer is in default with a payment for more than 10 days, including payment obligations arising from other legal transactions, or if the Customer has suspended payments, or if there has been a material deterioration in the Customer's financial circumstances, all claims of the Supplier arising from all existing contracts with the Customer shall become due for payment immediately. The Customer shall no longer be entitled to claim any discounts granted to it.

2.4 The withholding of payments due to complaints not acknowledged by the Supplier or disputes of any kind and/or any set-off against counterclaims that are disputed or have not been finally and legally established is excluded.

2.5 For new customers, for insurance-related reasons, we accept the first three payments only by advance payment, PayPal or cash on delivery. The minimum order value is EUR 50.

§3 Delivery Periods and Delay

3.1 Unless otherwise separately agreed, an agreed delivery period shall commence upon receipt of the Supplier's order confirmation, but not before receipt of all documents and information required for performance of the order and not before fulfilment of all other obligations of the Customer, including any payments, in particular down payments and advance payments. The delivery period is subject to correct and timely self-supply and to the occurrence of unforeseen events, such as force majeure, strike, lockout and other circumstances for which the Supplier is not responsible. In such cases, which must be notified to the Customer, the delivery period shall be extended by a reasonable period.

3.2 The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier's dispatch warehouse before expiry of the period or if readiness for dispatch has been notified. If dispatch or acceptance of the delivery item is delayed for reasons for which the Customer is responsible, the costs arising from the delay shall be charged to the Customer, beginning one month after notification of readiness for dispatch or acceptance.

3.3 The Customer may withdraw from the contract without setting a deadline if the Supplier's entire performance becomes finally impossible before the transfer of risk. The Customer may also withdraw from the contract if, in the case of an order, performance of part of the Delivery becomes impossible and the Customer has a justified interest in rejecting the partial delivery. If this is not the case, the Customer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the Supplier's inability to perform. In all other respects, Section 7.2 shall apply.
3.4 If impossibility or inability occurs during default of acceptance, or if the Customer is solely or predominantly responsible for these circumstances, the Customer shall remain obliged to provide consideration.

3.5 If the Supplier is in delay and the Customer suffers damage as a result, the Customer shall be entitled to demand a lump-sum compensation for delay. This shall amount to 0.5% for each full week of delay, but in total no more than 5% of the value of that part of the overall Delivery which, as a result of the delay, cannot be fulfilled on time or in accordance with the contract.
3.6 If, after due date, the Customer sets the Supplier a reasonable deadline for performance, taking into account the material exceptional cases, and the deadline is not met, the Customer shall be entitled to withdraw within the scope of the statutory provisions.

3.7 Further claims arising from delay in delivery shall be governed exclusively by Section 7.2 of these terms and conditions.

§4 Dispatch

4.1 If dispatch or delivery is delayed at the Customer's request by more than one month after notification of readiness for dispatch, the Customer may be charged storage fees for each month commenced in the amount of 0.5% of the price of the delivery items, but not more than 5% in total. The contracting parties remain free to prove higher or lower storage costs.

4.2 Unless otherwise separately agreed, dispatch shall be at the Customer's cost and risk. The dispatch route and mode of transport shall be at the Supplier's discretion; the Supplier shall make the selection with the care of a prudent merchant, whereby the Supplier and its vicarious agents shall be liable for insufficient care only in cases of intent or gross negligence.

4.3 Each shipment is insured for transport from the dispatch warehouse; the costs incurred as a result shall be borne by the Customer.

4.4 Transport damage must be reported to the Supplier within 7 days after receipt of the Delivery, enclosing the supporting evidence.

4.5 Delivery within Germany shall be free of freight charges from a net order value of EUR 1,000. Excluded from this rule are deliveries with special price agreements and bulky and/or heavy items, such as loudspeakers or screens, which must be dispatched separately or by forwarding agent. Subsequent deliveries shall be free of freight charges provided that they could have been dispatched in one box together with the original shipment.

§5 Retention of Title

5.1 All delivery items shall remain the property (reserved goods) of the Supplier until all claims have been fulfilled, irrespective of their legal basis, including future or conditional claims, also arising from contracts concluded at the same time or later. This shall also apply if payments are made on specifically designated claims.

5.2 Processing and treatment of the delivery items shall be carried out for the Supplier as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without obligating the Supplier. The processed delivery items shall be deemed reserved goods within the meaning of Section 5.1. If the Customer processes, combines or mixes the delivery items with other goods, the Supplier shall acquire co-ownership of the new item(s) in the ratio of the invoice value of the processed delivery items to the invoice value of the other goods used. If the Supplier's title expires by combination or mixing, the Customer hereby transfers to the Supplier the ownership rights to the new stock or item to which the Customer is entitled in the amount of the invoice value of the reserved goods and shall hold them in custody free of charge for the Supplier. The co-ownership rights arising hereunder shall be deemed reserved goods within the meaning of Section 5.1.

5.3 The Customer may resell the delivery items only in the ordinary course of business, on its normal terms and conditions and provided that it is not in default, on the condition that the claims arising from resale pass to the Supplier in accordance with Sections 5.4 to 5.6. The Customer is not entitled to dispose of the reserved goods in any other way.

5.4 The Customer's claims arising from the resale of the reserved goods are hereby assigned to the Supplier. They shall serve as security to the same extent as the reserved goods. If the reserved goods are resold by the Customer together with other goods not sold by the Supplier, the assignment of the claim arising from resale shall apply only in the amount of the resale value of the delivery items sold in each case. In the event of the sale of delivery items in which the Supplier has co-ownership shares pursuant to Section 5.2, the assignment of the claim shall apply in the amount of these co-ownership shares.

5.5 If the Customer includes the claim arising from the resale of reserved goods in a current-account relationship with its customer, the current-account claim shall be assigned in full to the Supplier. After balancing, the acknowledged balance shall take its place and shall be deemed assigned up to the amount of the original current-account claim.

5.6 The Customer is entitled to collect claims arising from resale until revocation by the Supplier, which may be declared at any time. The Customer is entitled to assign the claims, including the sale of receivables to factoring banks, only with the Supplier's prior written consent. At the Supplier's request, the Customer shall be obliged to inform its customers immediately of the assignment, unless the Supplier does so itself, and to provide the Supplier with the information and documents required for collection.

5.7 In the event of payment by cheques, ownership of the cheques shall pass to the Supplier as soon as the Customer acquires them. If payment is made by bills of exchange, the Customer hereby assigns to the Supplier in advance the rights arising therefrom. Delivery of these instruments shall be replaced by the Customer holding them in custody for the Supplier or, if the Customer does not obtain direct possession of them, by the Customer hereby assigning in advance to the Supplier its claim for surrender against third parties. The Customer shall immediately hand over these instruments, bearing its endorsement, to the Supplier.

5.8 The Customer's right to possess the reserved goods shall expire if the Customer fails to fulfil its obligations under this or another contract with the Supplier. In the event of such conduct by the Customer in breach of contract, in particular in the event of default in payment, the Supplier shall be entitled to take back the goods after issuing a reminder, and the Customer shall be obliged to surrender them.

5.9 The Customer must notify the Supplier immediately of any seizure or impairment by third parties and provide the Supplier with the information and documents required to assert its rights. The filing of an application for the opening of insolvency proceedings over the Customer's assets shall entitle the Supplier to withdraw from the contract and to demand the immediate return of the reserved goods.

5.10 If the value of the existing securities exceeds the secured claims in total by more than 20%, the Supplier shall, at the Customer's request, be obliged to release securities to that extent at the Supplier's discretion.

5.11 The Customer is obliged to insure the reserved goods against fire, water and theft.

5.12 If special requirements or formalities exist in the Customer's country for the transfer of ownership of the delivered items or securities, the Customer shall ensure compliance with them at its own expense.

§6 Warranty and Liability

For material defects and defects of title in the Delivery, the Supplier provides warranty as follows, to the exclusion of further claims and subject to Section 7.2:
Material Defects

6.1 At the Supplier's discretion, all parts that prove to be defective due to a circumstance existing prior to the transfer of risk shall be repaired free of charge or replaced with parts free from defects. The Supplier must be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the Supplier.

6.2 After consultation with the Supplier, the Customer shall give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the Supplier considers necessary; otherwise the Supplier shall be released from liability for the resulting consequences.

6.3 Of the direct costs arising from repair or replacement delivery, the Supplier shall bear, insofar as the complaint proves justified, the costs of the replacement part including dispatch.

6.4 Within the scope of the statutory provisions, the Customer shall have the right to withdraw from the contract if the Supplier, taking into account the statutory exceptions, allows a reasonable deadline set for repair or replacement delivery due to a material defect to expire unsuccessfully. If only an insignificant defect exists, the Customer shall only have the right to reduce the contract price. The right to reduce the contract price shall otherwise remain excluded.

6.5 Further claims shall be governed by Section 7.2 of these terms and conditions.
Defects of Title

6.6 If the use of the delivery item results in the infringement of industrial property rights or copyrights in the Customer's country, the Supplier shall, at its own expense, generally procure for the Customer the right to continue using the item or shall modify the delivery item in a manner reasonable for the Customer so that the infringement no longer exists. If this is not possible on economically reasonable terms or within a reasonable period, the Customer shall be entitled to withdraw from the contract. Under the stated conditions, the Supplier shall also have the right to withdraw from the contract.

6.7 Subject to Section 7.2, the obligations of the Supplier set out in Section 6.6 shall be exhaustive in the event of infringement of industrial property rights or copyrights. They shall exist only if:
- the Customer immediately notifies the Supplier of the asserted infringements of industrial property rights or copyrights;
- the Customer supports the Supplier to a reasonable extent in defending against the asserted claims or enables the Supplier to carry out the modification measures pursuant to Section 6.6;
- the Supplier reserves the right to all defensive measures, including out-of-court settlements;
- the defect of title is not based on an instruction issued by the Customer; and
- the infringement was not caused by the Customer modifying the delivery item without authorization or using it in a manner not in accordance with the contract.

§7 Liability

7.1 If, through the fault of the Supplier, the delivery item cannot be used by the Customer in accordance with the contract as a result of omitted or defective implementation of suggestions and advice given before or after conclusion of the contract or as a result of the breach of other contractual ancillary obligations, in particular instructions for operation and maintenance of the delivery item, the provisions of Sections 6 and 7.2 shall apply accordingly to the exclusion of further claims by the Customer.

7.2 For damage not occurring to the delivery item itself, the Supplier shall be liable, irrespective of the legal grounds, only:
a. in cases of intent;
b. in cases of gross negligence on the part of the Supplier's corporate bodies or executive employees;
c. in cases of culpable injury to life, body or health;
d. in cases of defects that the Supplier fraudulently concealed or the absence of which the Supplier guaranteed;
e. in cases of defects in the delivery item, insofar as liability exists under the German Product Liability Act for personal injury or damage to property used privately.
In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence of non-executive employees and for slight negligence; in the latter case, however, liability shall be limited to the contract-typical damage that could reasonably have been foreseen.

§8 Limitation Period

8.1 All claims of the Customer, irrespective of their legal basis, shall become time-barred after 12 months. The respective statutory periods shall apply to claims for damages pursuant to Section 7.2. The statutory periods shall also apply to recourse claims pursuant to Section 478 BGB and to delivery items that have been used for a building in accordance with their customary purpose and have caused its defectiveness.

§9 Software

9.1 If software is included in the scope of delivery, the Customer shall be granted a non-exclusive right, within the scope of the software supplier's specifications, to use the delivered software including its documentation. It is provided only for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.

9.2 The Customer may reproduce, revise, translate or convert the software from object code into source code only to the extent permitted by law. The Customer undertakes not to remove manufacturer's details, in particular copyright notices, or to alter them without the Supplier's prior express consent.

9.3 All other rights to the software and documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicences is not permitted.

§10 Applicable Law, Place of Performance and Place of Jurisdiction

10.1 All legal relationships between the Supplier and the Customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.

10.2 The place of jurisdiction shall be the registered office of the Supplier. The Supplier shall also be entitled to bring an action at the Customer's registered office or at any other statutory place of jurisdiction. This provision shall also apply to proceedings relating to bills of exchange and cheques. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the above jurisdiction shall also apply in the event of annulment, withdrawal, rescission and similar matters.

10.3 The place of performance for deliveries and services and for the Customer's payments, including claims arising from cheques and bills of exchange, shall be the Supplier's registered office.

§11 Final Provisions

11.1 The headings are intended only to improve clarity and have no substantive meaning, in particular not that of a conclusive provision. Should individual provisions of these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the legal validity of the remaining provisions.

11.2 The invalid provisions shall be reinterpreted in such a way that their purpose can be fulfilled in an effective manner.