Conditions of Purchase

I) Preliminary Note

The following conditions apply to the contractual relationship between supplier/contractor (supplier in the following) and the customer/client (s&t embedded GmbH (SNT) in the following); they also apply to additional deliveries or work contracts. These conditions apply to a company (§310 Abs. 1,14 BGB), but not to a consumer.

II) Contract conclusion and Contract terms and conditions

The contract is concluded with a written order and a confirmation of receipt (by the supplier). Changes or extensions to the contract must be in writing to take effect.
1) If the supplier does not accept the order within 10 days of receipt, the purchaser is entitled to withdraw the order without the supplier having any claim for compensation.
2) SNT can - as long as the supplier has not fulfilled their commitments fully - demand, within reason, changes to the order with regard to design, execution or delivery. Here the effects - such additional or reduced costs or delivery dates - should be regulated by mutual agreement in an appropriate manner.
3) With work deliveries the commissioning of subcontractors for the performance of the main service is permissible with the consent of SNT.
4) Changes in the delivery item - especially further technical developments - are only permissible with advanced notice from the supplier and SNT’s consent.

III) Delivery and Risk Transfer

1) The delivery takes place free, if not otherwise agreed, at fixed prices at the cost and risk of the supplier to the place of use named in the order.
2) With agreed pricing ex works, the most economical transport means must be chosen. The supplier bears any additional costs of accelerated transport to keep the schedule.
3) The risk is transferred to SNT with acceptance of the delivery and its acknowledgment.
4) Partial deliveries are - unless otherwise explicitly agreed - not permitted. SNT is entitled to cancel the remaining quantity in this respect.

IV) Shipping and Packaging

1) Shipping must take place to the address given in the order with indication of SNT order code on packaging, consignment notes, packet addresses, delivery notes, invoices and additional papers and documents.
2) The supplier bears liability for the consequences of false issue of consignment notes and damage arising from improper packaging or for other reasons in the transport for SNT or third parties.
3) If not explicitly agreed otherwise, trucks will unload at the receiving address during normal office hours. If the unloading times are not adhered to, the goods will not be accepted until the next unloading day. The costs arising here will be borne by the supplier.
4) Payment will only be made for the packaging if this is agreed in writing at the placement of the order.
5) SNT is an SVS/RVS prohibition customer.

V) Payment/Assignment/Acceptance

1) All invoices must carry SNT’s number, sign and date of order and conform to the legal specifications.
2) Payment must take place at the agreed payment conditions only after arrival of the item in accordance with the contract and separate arrival of the proper and auditable invoice.
3) Without previous agreement by SNT, contractual claims by the supplier cannot be assigned either partially or fully to third parties. § 354a HGB is unaffected by this.
4) If assembly or installation of a delivery item is included in the scope of the order as an ancillary service, a formal acceptance is required. This can only take place after the successful completion of a test phase.
5) Payments by SNT do not mean that the delivery item has been accepted by SNT.

VI) Delivery time/Contractual penalty

1) Agreed deadlines are binding. The transfer of the delivery item to SNT in accordance with the contract is decisive for this.
2) If it becomes clear that an agreed delivery time cannot be adhered to, the decision about the maintenance of the order must be obtained from SNT without delay. A scheduling delay entitles SNT to withdraw from the contract in full or in part, or to demand compensation for non-fulfillment in case of culpability. With delayed deliveries or services SNT can demand a contractual penalty of 0.5% of the order value for every started week of delay of the order; the maximal penalty is 10% of the contract value. SNT retains the right to higher claims for damages on presentation of evidence. The penalty can also be demanded after unreserved receipts of the delivery or service.

VII) Liability for deficiencies

1) The delivery must take place as contractually agreed with state of the art technology.
2) SNT is entitled to the legal redress (withdrawal, reduction, damages, non-fulfillment) for deficiencies. Contrary to § 377 HGB deficiencies must be reported as soon as they are determined in the course of regular business procedures.

VIII) Warranty

1) Irrespective of the statutory warranty the supplier guarantees that all parts that, within the first year of three-shift working or within a separately agreed shorter warranty period, become unusable or defective due to material or design defects without fault of SNT be replaced at their cost or the deficiencies and damage occurring be remedied without delay The supplier’s duty of replacement also includes the costs of removal and installation as well as the transport of the damaged parts and the spare parts. If the supplier does not fulfill their obligations in good time, SNT is entitled to have the deficiencies and damage eliminated by a third party at the cost of the supplier. Nonconformities which are first noticed in processing or usage entitle SNT to demand the replacement of the uselessly expended costs.
2) For replacement or repaired parts the same warranty is provided as mentioned in point 1) from new delivery or repair.

IX) Assignment of claim

1) The assignment of claims of the supplier against SNT is, insofar as that is legally permitted, excluded.

X) Regulatory specifications

1) The supplier takes on the guarantee that all existing regulations applicable to the items supplied at the time of delivery are fulfilled, and, insofar as they impose higher requirements, the accident prevention regulations of the Employer's Liability Insurance Association in the version valid at the current point in time.
2) Technical work equipment in the sense of the EU machine guidelines must carry the CE label. The documentation described above, an EU conformity declaration and operating instructions in the German language belong to the pack contents.

XI) Technical documents/Production tools/Confidentiality

1) Plans and other work tools provided to the supplier remain the property of SNT and must be returned by the supplier on request of SNT complete with all copies.
2) The content of all documents as well as all information which the supplier receives in connection with the performance of the order must also be kept secret beyond the duration of the contract.
3) The production equipment provided to the supplier or produced according to SNT’s information may neither be copied nor sold or disposed of, pledged not otherwise passed on nor be used for third parties without explicit agreement in writing. The same applies for delivery items produced with the help of these production tools.
4) The suppliers must treat as business secrets all non-obvious technical and commercial details which become known to them from the business relationship. Staff and subcontractors must also be obligated correspondingly.

XII) Miscellaneous

1) If one point of these conditions and the possible additional agreements reached be or become invalid, the validity of the rest of the contract shall not be thereby affected.

XIII) Place of fulfillment/Court of jurisdiction/Applicable law

1) Place of fulfillment is the particular recipient plant.
2) Freising is the court of jurisdiction for merchants. S&T is also entitled to choose instead the location of the particular recipient plant as court of jurisdiction.
3) The applicable law is that of the Federal Republic of Germany unless otherwise agreed. In international business the contract is subject to German law with the exclusion of internationally agreed law, especially the UN Convention on the International Sale of Goods of April 11, 1980 on contracts on international goods purchase.