Online-shop Terms and Conditions of the company sas electronics Ltd

This document is a non-binding English translation of the Online-shop terms and conditions.
Only the German version of the Online-shop terms and conditions is binding.

§ 1 Validity

Exclusively the following conditions are valid for the sales relation and relation of delivery between the online-shop of the company sas electronics GmbH (in the following sas) and the customer. The terms of sale and terms of delivery of sas are also valid if sas explains the delivery to the customer in knowledge conflicting or from these terms of sale of divergent terms of the customer without reservation. General terms of business of the customer become, even if they are used by this chronologically late, without written ones approval of sas only in this respect contract component when they do not contradict the available terms of sale and terms of delivery and are binding only for the isolated case. The terms of sale and terms of delivery of sas are also valid for all future dealings of the online-shop with the customer, unless, it concerns a consumer goods purchase. To each other contradicting terms of business do not touch the effectiveness of the concluded contract. With contradicting terms is valid the legal regulation.

§ 2 Offer - End of Contract - Production Documents

1. The product information of the online-shop is not binding, are valid exclusively for the online-shop and show no obliging offers.
The order is valid as given if the conditions on the online-shop are accepted and the order process is confirmed by the customer.
Production documents for the online-shop must be send to sas and made available by the customer as an Extended Gerberfile (including drilling data as for example Excellon or Sieb&Meier).
Other data formats can not be used in the online-shop.
In case that customer do not have Extended Gerber, customer can get in contact with sas to get a special offer from sas. This offer can deviate from the offer of the online-shop.
sas reserves the right to adapt data. (e.g. remove copper near the PCB edge, and others).
The order of layers for multilayer PCBs must be clearly marked.
The top and bottom of the PCB must be clearly marked to prevent mirror-inverted production of the PCB.
The purpose and the assignment of the individual files must be defined. The layer direction of all layer must be marked clearly.
If, due to additional customer requirements, the costs increase after invoicing, a recalculation and call for the payment of the difference amount can be issued to the customer. This is not a fault of SAS.

2. The contract is concluded if the order has been accepted by SAS in the form of invoicing and has been executed by delivery of the goods.

3. sas may make the acceptance of an order dependent on the provision of a bank guarantee equal to the agreed purchase price.

4. Drawings, pictures, measures, weights, consumption data and achievement data are non-binding, as far as they have not been called expressly in writing by sas obliging. The customer is not entitled to change drawings, drafts or specifications of the object of delivery without approval of sas. On pictures, drawings, calculations, construction proposals, data, films or other production documents reserves itself sas property rights and copyrights. This is also valid for such written documents which are called "confidential". The called documents may be forwarded to third party also in extracts without explicit written approval by sas not accessible or be multiplicated.

5. Changes and improvements to the delivery items also with respect to samples and previous deliveries are reserved to SAS, as far as this does not affect the usability of the delivery item.

§ 3 Delivery

1. With the appointments dates which were given by the online-shop for the delivery of the goods it concerns approximate dates of delivery which are not a component of the contract and the customer takes note that the disregard of these given dates of delivery is no reason for the withdrawal of the contract.

2. The beginning of agreed terms of delivery or completion terms or the observance of agreed appointments assumes the previous purification of all necessary technical and business questions. Technical requests by sas may but need not occur. The duty of delivery of sas rests, as long as the customer sas is towards with a due obligation in delay. Dates of delivery and terms of delivery are valid provisory of the undisturbed manufacture expiry and the unchecked dispatch possibility and starting-up possibility.

3. An agreed delivery period shall be deemed to have been complied with if the delivery item is handed over to a person designated for dispatch within the agreed delivery or service period. If the delivery is delayed for reasons which sas is not responsible for, the time limit shall be deemed to have been complied with if the dispatch readiness is notified within the agreed period

4. If SAS is in default with delivery or service, the customer shall be entitled to withdraw if he has previously set a grace period of at least two weeks, together with the announcement that he will withdraw from the contract at the end of the period. If the delivery item consists of several units, the right to withdraw is limited to the units which are not delivered within the bindingly agreed delivery period and the grace period, unless the partial performance is not in the interest of the customer or if this results in disadvantages for the use. Any further or other claims of the customer are excluded, unless otherwise provided by § 9 of these conditions.

5. Shortage of raw materials or energy lack, strike, lockouts, traffic blocks and official orders, as well as date of delivery excesses of pre-suppliers, operational disturbances (e.g., unusual failure of manpower by accidents or epidemics, unpredictable machine failures, additional material shortages), import or export restrictions, all cases of higher violence and others, not caused by SAS or a company operating for SAS, for the duration of that, sas will be released from the duty of delivery as far as the delivery ability of SAS will be affected.
In the prementioned cases sas is entitled to extend the delivery and performance periods for the duration of the hindrance Furthermore, without prejudice to § 9 of these conditions, SAS shall be entitled to rescind the contract free of damages, if the performance will be impossible or unacceptable for SAS or if an end of the obstacle to performance is not foreseeable. If the obstruction lasts longer than four weeks, § 3 paragraph 5 shall apply accordingly.

§ 4 Transfer Risk / Decrease / Transport Packaging

1. Except in case of the purchase of consumer goods, the risk of the loss or the deterioration of the delivery item passes to the customer as soon as the delivery item is handed over to the transport person or leaves the warehouse of sas in order to get dispatched. The legal regulations in case of the acceptance delay remain untouched.

2. The customer must not refuse the acceptance of the delivery item or independently usable parts, if any defect does not significantly impair the suitability of the delivery item and sas takes over the obligation to rectify the defect.

3. If the customer does not accept the contractual delivery item offered to him or if the dispatch or delivery is delayed at the request of the customer, sas is entitled, without prejudice to further or other claims, to charge storage fee for each commenced month of delay commencing one month after notification of readiness for dispatch, in the amount of 0.5%, but in total not more than 5% of the contract value to the customer, unless the customer proves a lower damage.

4. Complaints of partial deliveries do not release the customer from the obligation to accept the remaining quantity of the ordered goods according to the contract.

5. Insofar sas is obliged to take back packaging, the customer is entitled and obliged to return the packaging sorted, cleaned, free from foreign substances and separated according to different materials to the business location of sas at the normal operating hours.

§ 5 Release - Quantity deviations – Warranty

1. The customer shall immediately check the contractual conformity of the preliminary results and / or interim results sent for release. If the customer declares the release of preliminary results and / or interim results, the preliminary results and / or interim results shall be deemed accepted. The acceptance also occurs if the customer does not make a declaration in response to a request to submit the release statement within the reasonable period of at least two weeks set for this purpose, insofar as the customer was informed of the significance of expiry of the period. Due to a lack of preliminary results and / or interim results, which the customer knows, the customer is entitled to the warranty rights of §§ 633, 634 BGB only if he has expressly reserved his rights due to the defect in the acceptance of preliminary results and interim results. If a detected defect continues in a later stage of development and / or production and if the identified defect leads to a lack of subsequent preliminary results and / or interim results or the delivery item, the customer shall only be entitled to the warranty rights of §§ 633, 634 BGB if the prerequisites of the previous sentence Item 4 are met. With the (partial) approval or (partial) acceptance also the liability of sas for a clearly recognizable from the expert defect, as far as the customer does not reserve the assertion of his rights because of this specific defect in the acceptance in writing and sas neither intent is still gross negligence to blame.

2. Recognizable defects, wrong deliveries and deviations in quantity must be reported and asserted in writing by the customer in writing without delay, at the latest within one week after receipt of the delivery. Warranty is only accepted for returned goods. Printed circuit boards must be returned without component and a comprehensible error description enclosed. Dismantling of components or other costs associated with the assembly of printed circuit boards, the customer has to bear. If the customer's data is ambiguous, incomplete or hidden without explicit reference, sas does not assume any warranty. If a joint acceptance of the delivery item has been agreed in the contract, obvious defects must be reported immediately. Hidden defects must be reported and asserted in writing immediately after their discovery. Complaints and assertion of alleged claims must be made in any case before processing, combining or mixing and within the statutory warranty period. For the rest, § 377 HGB applies.

3. If an order concerns delivery items that are not listed in the sas catalog or are specially designed and / or manufactured for the customer, sas is entitled to deliver up to 10% of the order quantity. In this case, the customer is obliged to accept and pay for the delivered quantity as contractually agreed. Charged will be the amount sent.

4. All those parts or services are to be repaired, re-delivered or newly provided by sas free of charge, which have a defect within the period of limitation, provided that the cause existed already at the time of the transfer of risk. First of all, sas shall always be given the opportunity to remedy the defect within a reasonable grace period of at least three weeks, to be set in writing by the customer. If the supplementary performance fails, the customer - without prejudice to any claims for damages acc. § 9 of these conditions - withdraw from the contract or reduce the remuneration.

5. The warranty period for new items is one year from delivery; this does not apply, as far as the law acc. §§ 438 para. 1 no. 2 (buildings and property for buildings), 479 para. 1 (right of recourse) and 634a para. 1 no. 2 (construction defects) BGB prescribe longer periods. In the case of purchase of consumer goods, the warranty period is two years. In the case of used items or materials, the customer is entitled to inspect and test at his own expense before dispatch. With delivery is considered complete and properly fulfilled. The delivery is made under exclusion of the warranty. In the case of the sale of consumer goods over used things, the warranty period is one year from delivery

6. Claims of the customer because of the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded, as far as they increase by the fact that the goods were moved to a place other than the place of performance, it was because, the shipment corresponds to the intended use. Complained goods may be returned by the customer only with the express consent of sas. In order to avoid loss or damage to the delivery item, a delivery method should be chosen that is appropriate to the value of the delivery item.

7. Legal recourse claims of the customer against sas exist only to the extent that the customer has not made any agreements with his customer in excess of the legal claims for defects. For the extent of the recourse claim of the customer against sas further § 5 number 6 of these conditions applies accordingly.

8. If operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that are not original parts, there is no warranty.

§ 6 Security - Retention of title

1. Until the fulfillment of all claims and claims, including all balance claims from current account and any claims for exemption of liability at the customer's risk, sas - regardless of the legal grounds and date of origin - are entitled to the customer, sas the following collateral granted Requests for election of sas shall be released if and to the extent their value exceeds the claims against the customer by more than 20%:

2. All delivery items remain the property of sas (hereinafter referred to as "reserved goods"). This applies to the acceptance of bills and checks until their redemption. Processing and reshaping are done for sas as a manufacturer, but without sas obligation. If the reserved goods are inseparably connected or mixed by processing or otherwise with other objects belonging to it, sas acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value or, in the absence of invoice value, at the time value of the other items at the time of combining, mixing or processing.

3. The customer is entitled to sell the reserved goods in the ordinary course of business, as long as he fulfills his payment obligations, is not in arrears with him and no application for the opening of insolvency or settlement proceedings has been filed. The customer is not entitled to other dispositions (transfer of ownership, pledges, etc.) over the reserved goods. The customer hereby assigns to sas the claims resulting from the resale or other legal reason (insurance benefits, claims for tort, etc.), including all balance claims from current account (as far as sas only owns co-ownership of the reserved goods: shares in the amount of co-ownership). The customer is revocable authorized to collect the claims. sas shall be entitled to revoke the authorization if the customer fails to meet its payment obligations, is in default of payment or has applied for insolvency or composition proceedings. In this case, the customer is obligated to notify the assigned claims, to provide all information necessary for the collection of the claims and to inform the debtors of the assignment.

4. The customer stores the reserved goods for sas free of charge. He shall keep the reserved goods in proper condition and insure them at his expense to the extent required by commercial diligence. In the event of seizure due to court order or other access by third parties to the reserved goods, the customer must immediately inform sas and object to the access with reference to the (co-) ownership of sas. The cost of preventing access is borne by the customer.

5. In the event of breach of contract by the customer, in particular default of payment, sas is entitled to demand surrender of the reserved goods without the customer having a right of retention, entering the customer's business premises, taking the reserved goods and, if necessary, assigning the surrender claims of the customer to demand customers. The assertion of these rights or the seizure of the reserved goods does not constitute withdrawal from the contract, unless this has been expressly stated in writing.

§ 7 Prices - Terms of payment

1. Decisive are the prices stated in the invoice of sas. Unless otherwise stated in the invoice, the prices are in Euro, ex warehouse sas excluding packaging plus the legally due VAT at the time of delivery. Partial deliveries will be charged separately.

2. If, after invoicing sas and delivery, costs of raw materials, energy, labor, transport, prepackaged and semi-finished goods, customs duties and other public charges increase, it is entitled to make a subsequent request for additional payment.

3. If the customer withdraws from the contract without sas being responsible for this, no remittances from sas to the customer's account are due.

4. Lending and wear fees for packaging materials as well as the costs of their return are at the expense of the customer.

5. If sas installation or assembly has taken over and nothing to the contrary is agreed, the customer shall bear in addition to the agreed remuneration all the necessary additional costs, such as travel expenses, costs for the transport of the tools, personal luggage, as well as triggers.

6. Unless otherwise agreed, payments are due for payment immediately after invoicing without deductions. Discounts or other discounts require special written agreement. The deadline is respected if sas can dispose of the payment (credit to the account of sas).

7. In the case of claims arising from multiple deliveries or services, the offsetting of cash receipts shall be left to one or the other debtor.

8. sas reserves the right to accept bills of exchange. The acceptance of checks can sas reject, if there are reasonable doubts about the cover. Acceptance is always on account of performance. Discount, collection charges and all other costs are charged to the customer and are payable immediately in cash. A commitment to timely submission, protest, etc. does not exist for sas.

9. Set-off and assertion of a right of retention on the part of the customer only with undisputed, legally enforceable or decision-ready claims allowed. In addition, the customer is only entitled to withhold payment insofar as his counterclaim is based on the same contractual relationship. If the customer makes use of a legal right of retention because of actual existing or alleged defects, this shall be limited to the part of the amount due, the retention of which, taking into account the costs for the elimination of the alleged deficiencies in relation to the total amount owed, is not in good faith contrary.

10. If the customer is in default of payment, sas is entitled to default interest of at least 8% p. a. above the respective base rate.

11. In the event of non-compliance with the terms of payment or circumstances known after the conclusion of the contract which are likely to reduce the creditworthiness of the customer, sas' claims shall become due immediately, irrespective of the deferment or term of the bills of exchange. The same applies if the customer ceases his payments, is over-indebted, if his assets are in bankruptcy proceedings or the opening of such proceedings is rejected for lack of assets. In this case, sas is entitled to execute outstanding services at the discretion of sas only against advance payment or security deposit, as well as after expiry of a reasonable period of grace - taking into account § 9 of these terms and conditions - to withdraw from the contract without compensation or to demand compensation for non-performance. Without prejudice to the above rights, sas is also entitled to take back the goods delivered under retention of title at the customer's expense. In addition, sas is entitled to return accepted bills of exchange before their expiry and to demand immediate cash payment. This does not apply if the default of payment by the customer is based on a justified complaint of the delivery.

12. If the customer withdraws from the contract without sas being responsible for it, sas, without prejudice to other claims, is entitled to charge a lump sum of 10% of the order value for the technical and commercial processing. The customer reserves the proof that sas as a result of the resignation no or substantially lower costs have arisen.

§ 8 Industrial Property Rights

1. sas indemnifies the customer from all legally or with the consent of sas comparatively created payment obligations from the infringement of a German patent or other German property right, if the violation exclusively on the construction of the delivery item and not on the use or connection with others Products or other behavior attributable to the customer and the customer sas promptly informs in writing, if he recognizes the risk of an infringement of property rights or is claimed for an alleged infringement of property rights. Sas is entitled to select and take appropriate measures to defend the customer at its own expense and, if necessary, intervene in ongoing legal proceedings.

2. In the case of justified claim, sas has the right to procure the customer the right to continue to use the delivery item, to exchange the delivery item or to change it in such a way that an infringement of property rights is no longer present. If this is not possible on reasonable terms, the customer is entitled to the statutory right of withdrawal or reduction.

3. The obligation of sas to pay damages is governed by § 9 of these conditions.

4. The aforementioned obligations shall only exist if the customer immediately notifies sas in writing of the claims asserted by third parties, does not acknowledge an infringement and that all defensive measures and settlement measures remain reserved. If the customer suspends the use of the delivery for reasons of mitigation or other important reasons, he is obliged to inform the third party that the cessation of use does not entail recognition of an infringement of property rights.

5. Claims of the customer are excluded insofar as he is responsible for the infringement of property rights.

6. Claims of the customer are further excluded, as far as the violation of property rights is caused by special requirements of the customer, by an application not foreseeable by sas or by the fact that the delivery is modified by the customer or used together with products not supplied by sas.

7. In the case of infringement of property rights, the provisions of § 7 no. 9 and § 5 no. 7 accordingly. Furthermore, sas always has the opportunity to provide supplementary performance within a reasonable period of time.

8. In case of other legal defects, the provisions of §§ 5 and 9 of these conditions apply accordingly.

9. Further claims or claims of sas and vicarious agents of sas against sas and vicarious agents regulated by this §8 due to a legal defect are excluded.

§ 9 Liability

1. Claims for damages and reimbursement of expenses of the customer (in the following claims for damages), for whatever legal reason, in particular for violation of Obligations arising from the obligation and from tort, are only available to the customer according to the following provisions:

a) if the claim for injury to life, body or health, the breach of essential contractual obligations, product liability or the cause of damage is due to intent or gross negligence, including intent or gross negligence on the part of sas representatives or vicarious agents, the statutory provisions shall apply. Any liability arising from the assumption of a guarantee or a procurement risk remains unaffected.

b) sas is liable for claims for damages due to impossibility and delay due to the breach of essential contractual obligations, even in case of slight negligence, in the case of other breaches of duty only in cases of intent and gross negligence. However, the claim for damages for the breach of essential contractual obligations is limited to foreseeable, typically occurring damage in the case of simple negligence.

2. Apart from that, subject to the claims granted in § 5, sas is liable only for intent and gross negligence, including its representatives and vicarious agents, in the event of a breach of essential contractual obligations, as well as for damages resulting from injury to life, limb or health, including simple negligence.

3. The personal liability of the legal representatives, vicarious agents and employees of sas for damage caused by them through slight negligence is excluded.

4. Liability for consequential damages is excluded in case of slight negligence, as far as this does not jeopardize the purpose of the contract and otherwise only up to the amount of three times the invoice amount, but not more than € 50,000.00 reimbursable.

5. Insofar as the customer is entitled to claims for damages pursuant to this § 9, these shall expire on expiry of the period of limitation applicable to claims for defects according to Art. § 5 No.5, unless the law prescribes a longer limitation period.

§ 10 Place of Performance - Jurisdiction

1. Place of performance for delivery and payment is the registered office of sas in Rohrbach, Germany

2. Jurisdiction - also for bill of exchange, check and document process - is, as far as after § 38 ZPO permissible, Neuburg an der Donau. sas is also entitled to sue the customer at his general court of jurisdiction.

§ 11 Partial nullity

Insofar as these terms and conditions are wholly or partially invalid, the remainder of the contract remains valid. Insofar as individual provisions are ineffective, the content of the contract shall be in accordance with the statutory provisions.

§ 12 Applicable law

Exclusively German law applies, excluding the UN Convention on the International Sale of Goods and the International Sale of Goods, even if the customer has his domicile or business abroad.