General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of the firm S.K.I. Schlegel & Kremer Industrieautomation GmbH.

I. General Provisions
The following terms and conditions of purchase apply to all - also future - purchases. Terms and conditions of the seller shall only apply to the extent we agree to them expressly and in writing.

II. Conclusion of Contract
(1) The content of our written order applies exclusively. Any orders placed orally or collateral agreements will only become valid with our written confirmation.
(2) We are only bound by our offer for the conclusion of a contract of sale (order) for a period of two weeks. The seller can only accept the offer by written declaration made to us within these two weeks.
(3) All documents or items we make available to the seller for submitting a quotation or for performing an order continue to be our property and must not be used, reproduced or made accessible to third parties for any other purposes. After completion or rejection of the order, the documents or items are to be sent back to us free of charge.
(4) The seller obliges himself to use the knowledge and experience he acquires on the occasion of the performance of our order exclusively for the performance of orders of our company and not to disclose them to any third parties.

III. Terms of Delivery
(1) The delivery dates specified in our order are binding. If it should not be possible to observe the date specified in our order, the seller shall communicate that fact to us in his confirmation of the order, stating the delivery time, by telefax within a period of three working days.
(2) Partial deliveries or preliminary deliveries are only admissible when that has been expressly agreed with us in writing. Early deliveries and billing will only be accepted subject to express written agreement.
(3) In his confirmation of the order, the seller shall specify the costs of freight and packaging.
(4) In case the seller has failed to observe the agreed delivery date and we have set him a reasonable period without success, we shall be entitled at our choice to rescind the contract as a whole or in part or to claim damages in lieu of performance. If a delay of delivery is threatening, we are to be notified immediately, stating the reasons.
(5) In case of delay, the seller shall have to pay a contractual penalty to an amount of 0.5 % of the order value per working day of delay, not exceeding a total amount of 5 % of the order value. Assertion of the legal claims for delay of performance remains unaffected.

IV. Warranty/Liability
(1) The seller warrants that the goods delivered are in line with the legal provisions applicable to their utilization, correspond to the state of the art and do not infringe any rights of a third party.
(2) We will notify the customer of any defects in the goods delivered within 14 days from the receipt of the goods as far as such defects could be detected in the examination made in the ordinary course of business. Defects that were not detectable in such an examination will be notified by us within a period of 10 days after getting knowledge of them. For observing the period, it shall be sufficient to post the notification to the supplier.
(3) The seller is liable towards us for all damage resulting from the breach of a contractual duty. Liability of the seller for warranty claims is 24 months from delivery.
V. Form of Declarations
(1) Legally relevant declarations and notifications the seller has to make towards us or a third party are to be made in writing.

VI. Product Liability
(1) The seller shall indemnify us against all claims for damages of a third party that are based on product damage having its cause in his sphere of control and organization. The seller shall moreover reimburse us for the costs incurred for recall campaigns initiated by us for that reason.
VII. Invoice and Payment
(1) Invoices shall be sent as a pdf file by e-mail to factura@ski-gmbh.com
(2) Payment is made within 14 days subject to 2 % discount or within 30 day without deduction. Payment does neither constitute a recognition of proper performance nor a waiver of the seller's liability for warranty claims.

VIII. Assignment
(1) Any assignment of claims against us is only effective with our written approval.
IX. Choice of Law and Place of Jurisdiction
(1) The contract is exclusively governed by German law.
(2) The place of jurisdiction for all disputes shall be Mönchengladbach for both parties.