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General Terms and Conditions of Payment and Delivery of Sahin Electronic GmbH





I. Scope

  1. These General Terms and Conditions of Delivery shall apply to all transactions of Sahin Electronic GmbH (hereinafter referred to as "Sahin Electronic") with entrepreneurs, legal entities under public law or special funds under public law (hereinafter referred to as "Purchaser").



  1. These terms of payment and delivery apply exclusively. Any general terms and conditions of the Purchaser conflicting with or deviating from the General Terms and Conditions of Payment and Delivery of Sahin Electronic shall not be accepted unless Sahin Electronic has expressly agreed to them in writing. These General Terms and Conditions of Payment and Delivery shall also apply if Sahin Electronic carries out the delivery to the Purchaser without reservation in the knowledge that the Purchaser's terms and conditions conflict with or deviate from these General Terms and Conditions of Payment and Delivery.



  1. Conclusion of Contract



  1. The offers of Sahin Electronic are subject to confirmation. The order for delivery by the Purchaser shall be deemed to be a binding offer of contract. A contract shall only be concluded upon written order confirmation by Sahin Electronic and shall be governed exclusively by the contents of the order confirmation and these General Terms and Conditions of Delivery.



Information in catalogs, price lists, data sheets and other documents of Sahin Electronic, its suppliers or manufacturers are non-binding. Decisive for the content and scope of Sahin Electronic's obligation to perform are exclusively the agreed specifications and conditions confirmed with the order confirmation.



  1. Legally relevant declarations and notifications with regard to the contract shall be made in writing or in text form, e.g. by letter, e-mail or fax. Oral agreements or agreements made by telephone are only binding if they have been confirmed by Sahin Electronic in writing or in text form.



  1. Sahin Electronic reserves its unlimited property rights and copyrights to desctriptions, cost estimates, offers, drawings and other documents (hereinafter:„Documents“). The Documents may only be made accessible to third parties with Sahin Electronic's prior consent and shall be returned to Sahin Electronic without undue delay upon request if a binding contract is not concluded.



  1. Prices, Terms of Payment and Default in Payment



  1. Unless otherwise agreed, the prices of Sahin Electronic stated at the time of the conclusion of the contract (order confirmation) shall apply. The prices are ex works including packaging plus the applicable statutory value added tax and other statutory charges.



  1. Payments shall be made within 14 days of the invoice date without deduction.



  1. If after conclusion of the contract the material procurement costs, in particular the world market prices for electronic components, increase, Sahin Electronic shall be entitled to adjust its prices if a period of more than four months lies between the date of conclusion of the contract and the delivery. Sahin Electronic will prove the cost increase to the Purchaser upon request. In case of a price increase from 10 % the Customer is entitled to withdraw from the contract in writing within 5 working days after receipt of the statement about the price increase.

  2. If the Customer is in default, Sahin Electronic is entitled to claim default interest and possible further damages according to the legal regulations.


  1. If, after the conclusion of the contract, Sahin Electronic becomes aware of circumstances which justify the assumption that the financial circumstances of the Purchaser have deteriorated in such a way that the consideration is at risk, e.g. due to the fact that the Purchaser does not pay due invoices, outstanding deliveries by Sahin Electronic



  1. shall only be carried out against advance payment if they concern items which, due to their dimensions, shapes, quantities, etc., are only suitable for a specific customer;

  2. in all other cases will be executed step by step against payment.

If requested advance payments are not made or if no payment is made upon delivery, Sahin Electronic shall be released from its obligation to perform and may withdraw from the contract and claim damages instead of performance after the fruitless expiry of a reasonable grace period.

  1. The Purchaser can only set off with such claims which are undisputed or which have been established by declatory judgement. This shall not apply if the claims are reciprocal.



  1. Delivery, Delay, Impossibility



  1. Delivery dates and delivery periods shall only be binding if they have been expressly designated as binding by Sahin Electronic in the order confirmation. The observance of bindingly agreed deadlines for deliveries is subject to the timely receipt of all documents to be supplied by the Purchaser, the performance of necessary duties to cooperate, required approvals and releases, in particular of plans, as well as the observance of the agreed terms of payment and other obligations by the Purchaser. If these prerequisites are not fulfilled in time, the deadlines shall be extended appropriately.



  1. The delivery period shall be deemed to have been complied with if the delivery item has left the Sahin Electronic delivery plant before the expiry of the delivery period or if Sahin Electronic has notified that the readyness for delivery.



  1. Partial deliveries are permissible as far as they are reasonable for the Purchaser.



  1. Sahin Electronic shall not be liable for impossibility or delays of its deliveries and services, as far as these circumstances are based on force majeure, non-delivery, incorrect or delayed delivery of its suppliers (self-delivery reservation) or other events not foreseeable at the time of conclusion of the contract, for which Sahin Electronic is not responsible (e.g. business disruptions of any kind, fire, natural disasters, epidemics, pandemics, weather, floods, war, insurgency, terrorism, transportation delays, strikes, lawful lockouts, shortages of employees, energy or raw materials, delays in obtaining any necessary governmental permits, governmental/sovereign actions or prohibitions). In case of such events, the delivery periods shall be automatically extended by the duration of the event plus a reasonable start-up period. Sahin Electronic will inform the Purchaser immediately about such events. If the end of the disruption is not foreseeable or if it lasts longer than two months, either party is entitled to withdraw from the contract. In this case, the orderer shall not be entitled to any claims for damages against Sahin Electronic. Any payment already made by the Purchaser will be refunded immediately. Further claims due to delay are excluded.





  1. Stocking



  1. If the parties have agreed on delivery of goods on call (call-off goods), Sahin Electronic shall keep the agreed stock quantity ready for the duration of the contractually agreed period. This is subject to the condition that Sahin Electronic is able to procure the goods.



  1. The Purchaser shall be obliged to call off the goods completely within the agreed call-off periods. If the Purchaser does not comply with this obligation, Sahin Electronic shall be entitled to invoice the Purchaser for the call-off goods.



  1. If the manufacturer ceases production of the delivery item, Sahin Electronic will try to provide the Purchaser with a final order ("Last Call") which allows the Purchaser to purchase a larger quantity of the delivery item one last time. The delivery obligation of Sahin Electronic with regard to the delivery item no longer in production ends with the cessation of production by the manufacturer.



  1. Transfer of Risk



  1. The risk of price and performance shall be transferred to the Purchaser upon delivery in accordance with the agreed INCOTERMS clause.



  1. If shipment is delayed for reasons for which the Purchaser is responsible or if the Purchaser is in default of acceptance for other reasons, the risk shall pass to the Purchaser with default of acceptance.



  1. Retention of Title



  1. Sahin Electronic retains title to goods delivered by it until full payment of all claims arising from the business relationship with the Purchaser (reserved goods).



  1. During the existence of the retention of title, the Purchaser is not entitled to pledge the delivery items or to assign them as security. If third parties seize the goods subject to retention of title, the Purchaser shall immediately inform Sahin Electronic thereof and provide the information and documents necessary for an intervention.



  1. The Purchaser is entitled to sell the reserved goods in the ordinary course of business. For this purpose he assigns already now all his future claims from the resale of the goods subject to retention of title to his customers by way of security to Sahin Electronic. The Purchaser remains entitled to collect these assigned claims until revocation. Sahin Electronic may revoke this collection authorization if the Purchaser is in default of payment of more than 30 calendar days, if insolvency proceedings have been applied for or opened against his assets or if there are other indications for an imminent insolvency of the Purchaser. In case of revocation of the collection authorization the Purchaser shall provide Sahin Electronic with all necessary information and documents to enable Sahin Electronic to assert the assigned claims.



  1. If the Purchaser includes claims from the resale of the reserved goods in a current account existing with his customers, he already now assigns a positive balance to Sahin Electronic in the amount corresponding to the total amount of the claims from the resale of the reserved goods included in the current account.



  1. The Purchaser is entitled to process, transform or mix or combine the goods subject to retention of title with other objects. Processing or remodeling of the reserved goods is always done for Sahin Electronic. The newly created item is considered as reserved goods. In case of combination and mixing of the goods subject to retention of title with other items of the Purchaser, Sahin Electronic shall be entitled to co-ownership of the new item in proportion of the invoice value of the goods subject to retention of title to the invoice value of the other items.



  1. If the security rights to which Sahin Electronic is entitled exceed the amount of the secured claims by more than 15 %, Sahin Electronic shall, at the request of the Purchaser, release a corresponding part of the security rights at the option of Sahin Electronic.



  1. As far as in case of deliveries to other legal systems mandatory legal provisions of the respective country do not provide for a reservation in the sense of this Section No. 1 to 6, but other and comparable rights to secure the claims from invoices of the supplier are known, Sahin Electronic shall be entitled to assert them. The Purchaser shall be obliged to do everything to provide Sahin Electronic with corresponding security rights without delay. The Purchaser shall cooperate at its own expense in all measures, such as registration, publication, etc., which are necessary and conducive to the effectiveness and enforceability of such security rights.







  1. Warranty



  1. The Deliveries shall be free from material defects if they comply with the subjective requirements within the meaning of Section 434 (2) of the German Civil Code (BGB) at the time of transfer of risk. The Deliveries shall meet the subjective requirements if they have the agreed quality. The agreed quality is determined exclusively by our product specification or the agreed performance description (data sheet). Other or more extensive subjective or objective requirements within the meaning of Section 434 (3) BGB, properties and characteristics than the expressly agreed quality of the deliveries shall not be owed. Any warranty for a specific purpose, functionality, compatibility, interoperability, duration of use or durability after the transfer of risk that goes beyond the warranty for this agreement on quality shall only be assumed to the extent that this has been expressly agreed in writing;otherwise, the risk of suitability and use shall be borne exclusively by the Buyer. With this provision, Sahin Electronic shall be liable for a material defect as follows:



  1. If the delivery has a material defect at the time of transfer of the risk, Sahin Electronic shall be entitled and obliged to subsequent fulfillment. Subsequent performance by rectification (repair) of the delivered goods is generally excluded in the case of delivery of electronic components. Replacement deliveries may be made with components of equivalent quality instead of original components if the original components are no longer available.



  1. Sahin Electronic shall not be liable for any expenses incurred by the goods being shipped to a place other than the place of delivery indicated in the order confirmation, unless the Purchaser has notified Sahin Electronic in writing in the order prior to the conclusion of the contract that the goods will be shipped to a place other than his place of business and Sahin Electronic has expressly agreed to this.





  1. The Buyer shall make the item available to Sahin Electronic for the purpose of subsequent fulfillment. Sahin Electronic shall be granted reasonable time and opportunity for subsequent fulfillment. If this is refused, Sahin Electronic shall be released from the warranty to this extent.


  1. The Purchaser shall return the defective item to Sahin Electronic properly packaged. The subsequent fulfillmet does not include the disassembly of the defective item nor the re-installation, if Sahin Electronic was not originally obliged to install it.



  1. With regard to the parts delivered by way of subsequent performance, the limitation period shall not start to run again.



  1. If the subsequent fulfillment fails, does not take place within a reasonable period of time set by the Purchaser or is refused, the Purchaser may, at its option, demand a reduction of the purchase price or declare its withdrawal from the contract. Claims for damages and reimbursement of expenses due to a defect shall remain unaffected by this, unless they are limited or excluded in accordance with Section IX of these Terms and Conditions.



  1. A warranty for defects in the delivered goods which have their cause in faulty or negligent handling, improper storage, unsuitable or improper use as well as in normal wear and tear is excluded.



  1. In the event of only a minor breach of contract, in particular in the event of minor defects, the Purchaser shall not be entitled to withdraw from the contract.



  1. Rights of the Purchaser due to defects of the goods require that the Purchaser inspects the goods immediately, at the latest within one week after receipt and informs Sahin Electronic immediately about the existence of the defects in writing;hidden defects must be notified to Sahin Electronic in writing immediately after their discovery.



  1. Sahin Electronic can refuse the removal of defects as long as the Purchaser does not fulfill his obligations in an appropriate amount.



  1. Limitation of Liability



  1. In the event of a breach of duty, defective delivery or tort, Sahin Electronic shall only be liable for damages and reimbursement of expenses - subject to further contractual or statutory liability requirements - in the event of intent, gross negligence and in the event of a slightly negligent breach of an essential contractual obligation (contractual obligation, the breach of which jeopardizes the achievement of the purpose of the contract). However, in the event of a slightly negligent breach of an essential contractual obligation, Sahin Electronic's liability shall be limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract.



  1. The liability exclusions and liability limitations contained in Section IX. No. 1 of these Terms and Conditions shall not apply in the case of assumption of a guarantee for the propertiers of the good in the sense of the § 444 BGB, in the case of the fraudulent concealment of a defect, in the case of damage from the injury of the life, the body or the health as well as in the case of a violation of regulations of the data protection right as well as a mandatory liability according to the product liability law.

  2. The liability of Sahin Electronic shall be limited to a maximum amount of € 50,000.00 per individual case of damage, with the exception of the cases specified in Section IX No. 2 and legally mandatory deviating amounts of liability. Any further liability is excluded.



  1. In the event of a breach of a pre-contractual obligation or an impediment to performance already existing at the time of conclusion of the contract (§ 311 (2), 311 a BGB), Sahin Electronic's liability for damages shall be limited to the negative interest.



  1. Insofar as the liability of Sahin Electronic is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of Sahin Electronic.



  1. A change of the burden of proof is not connected with the regulations in Section IX. and X.



  1. Sahin Electronic shall only be liable for technical advice on possible applications of our products as well as all other related information by Sahin Electronic or persons acting on behalf of Sahin Electronic in case of express written assurance, provided that the Purchaer has given the information required for proper advice completely and correctly.



  1. Statute of Limitations



  1. Claims of the Purchaser based on a breach of duty shall become statute-barred uniformly one year after delivery of the goods. This shall apply irrespective of whether the breach of duty consists in a material defect or in the breach of another contractual duty. For personal injury, damages covered by the Product Liability Act and the Data Protection Act and damages based on intent or gross negligence, the statutory limitation period shall apply.



  1. Claims for reimbursement of expenses of the Purchaser according to §§ 445 b para. 1, 445a para. 1 BGB (German Civil Code) against Sahin Electronic in case of supplier's recourse in case of final delivery to an entrepreneur, legal entity under public law or special fund under public law shall become time-barred one year after delivery of the goods to the Purchaser. The suspension of the statute of limitations according to § 445b para. 2 BGB ends 3 years after the date Sahin Electronic has delivered the goods to the Purchaser.



  1. Export Control

The Purchaser is aware that the delivery items may be subject to export and import restrictions. The Purchaser shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. If, due to the aforementioned legal bases, an approval by the respective competent authorities should be required, the Purchaser undertakes to apply for such approval independently and at its own expense. Sahin Electronic's performance of the contract is subject to the proviso that no obstacles due to national and international regulations of export and import law as well as no other legal provisions prevent the performance.

  1. Infringements of Property Rights



  1. The Purchaser undertakes to inform Sahin Electronic without delay of any claims of third party industrial property rights with regard to the products delivered by Sahin Electronic. Sahin Electronic shall be entitled, but not obliged, to assume the legal defense at its own expense and under its own responsibility.

  2. Sahin Electronic shall be liable to the Purchaser for infringements of industrial property rights in connection with the sale of its products if and to the extent that such industrial property rights are infringed by the contractual use of its goods, which are valid in the Federal Republic of Germany and published at the time of delivery, as follows:



  1. Sahin Electronic shall, at its option and at its expense, either obtain a right of use for the product, modify the product in such a way that the property right is not infringed, or replace the product. If this is not possible for Sahin Electronic under reasonable conditions, it shall take back the product against reimbursement of the purchase price.



  1. The aforementioned obligations shall only exist for Sahin if the Purchaser immediately notifies Sahin Electronic in writing of the claims asserted by the third party, does not acknowledge an infringement and Sahin Eletronic reserves the right to all defensive measures and settlement negotiations. If the Purchaser ceases to use the product in order to mitigate damages or for other important reasons, it shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of propery rights.

  1. Claims of the Purchaser shall be excluded insofar as the Purchaser is responsible for the infringement of the property rights.


  1. Claims of the Purchaser are furthermore excluded if the infringement of the property right is caused by special specifications of the Purchaser, by an use not foreseeable by Sahin Electronic or by the fact that the product is changed by the Purchaser or is used together with products not delivered by Sahin Electronic. In this case, the Purchaser shall be liable for any infringement of property rights which has already occurred or which may still occur. He shall be obliged to inform Sahin Electronic immediately about possible or alleged infringements of property rights of which he becomes aware and to indemnify Sahin Electronic against claims of third parties and all costs and expenses incurred.


  1. Further claims against Sahin Electronic are excluded;however, Section IX shall remain unaffected as well as the right of the Buyer to withdraw from the contract.



XIII. Data Protection, Place of Jurisdiction, Applicable Law

  1. Sahin Electronic's information on data protection can be found at

https://www.sahinelectronic.com/datenschutz



  1. Place of performance for all deliveries of goods as well as exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Munich. However, Sahin Electronic is entitled to bring an action at the principal place of business of the Purchaser.


  1. The contractual relationship shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).


  1. The original text of these General Terms and Conditions of Sale has been prepared in German. Should there be any discrepancies between the German and the English version, the German version shall prevail.