Purchase Terms and Conditions of Simtec Systems GmbH

1. General

1. The legal relationship with our contractual partner shall be governed by these Purchasing Terms and Conditions. Any conflicting terms and conditions of the contractual partner shall not apply, even if the contract is performed and we have not expressly objected to them.

2. Orders are legally binding for us when they are placed by our purchasing department. This also applies to all changes and additions.

3. Our order is considered accepted if you do not object in writing within five days of its submission or if fulfillment has not already begun. We may cancel the order until it is accepted.

4. Our order number must be included in all correspondence regarding our order.

2. Prices

1. Prices are fixed, unless otherwise agreed, and include the costs of functional and quality tests, packaging, factory and acceptance certificates, and documentation. Where necessary, transportation permits are also included in the price.

2. Any price reductions resulting from changes in the market must be passed on to us in full.

3. Delivery

1. The delivery date specified in the order is binding. If a delivery period is specified, it begins on the date of the order.

2. Deliveries made before the specified date are permitted only with our express approval and do not justify any change to the agreed-upon payment terms.

3. Partial, excess, and short deliveries of an order line are permitted only if expressly agreed upon.

4. The timely delivery of goods and/or services is determined by the complete fulfillment of the contract, which includes installation, provision of documentation, training/instruction, etc.

4. Delay in Delivery / Penalty

1. In addition to any other damages, the contracting party is obligated to notify us in writing and in detail immediately upon recognizing the risk of a delay in meeting the deadline, including with respect to any damages that may occur to the end customer.

2. In the event of a delay, we are entitled to set a reasonable deadline for the contracting party to fulfill its obligation, stating that we will refuse to accept the performance once the deadline has expired without result.

3. If the contract is not fulfilled by the due date, we are entitled, at our discretion, to terminate the contract and to demand compensation for all damages incurred by us or the end customer, including lost profits.

4. In the event of a delay in delivery, we are in any case entitled to withhold a penalty of 1% to 10% of the total order value for each week of delay (or part thereof) and for each line item, subject to the right to claim further damages. We reserve the right to claim this penalty until the final payment is made.

5. Packaging

1. The packaging shall be standard, functional, in good condition, and of such a nature that it provides sufficient protection for the goods until they reach our plant or the specified destination or installation site. We are entitled, but not obligated, to return the packaging at the contractual partner’s expense and risk.

6. Shipping

1. The delivery terms specified in the order, based on Incoterms 2020, shall apply. For domestic deliveries, the contracting party bears the risk until the goods are unloaded at the destination.

2. For the purposes of shipping and to ensure the smooth receipt of goods, the contracting party must include a delivery note with each shipment that specifies our order details, such as the order number, order line number, our part number, and the exact description of the contents. If the data required for acceptance of the delivery is not included in the delivery note, or if the delivery note is not available, we are entitled to reject the delivery at the contracting party’s expense and risk. A combined delivery of multiple items from different orders with a single delivery note is permitted only if clear references are provided to identify the different orders and order line items.

7. Payment

1. Payment shall be made, at our discretion, within 14 days with a 2% discount or within 30 days net after all conditions specified in the order have been fulfilled and the invoice has been duly received.

2. Agreed-upon advance payments are due within 14 days with a 2% discount, or within 30 days net upon receipt of an advance payment invoice and a free, irrevocable bank guarantee from a first-class domestic bank.

8. Other Provisions

1. Any express contractual agreements with the contracting party that deviate from these Terms and Conditions of Purchase shall take precedence over the Terms and Conditions of Purchase.

2. Amendments to contractual agreements and changes to the terms and conditions of purchase, as well as any other statements to be made based on or in connection with the contractual relationship, are effective only if they are made in writing; statements sent by email satisfy the written form requirement.

3. If any provision of this contract is or becomes invalid, or if the contract is incomplete, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely approximates the economic intent and purpose of the invalid provision in a legally valid manner. Any gaps in the contract shall be filled in the same manner.

9. Place of Performance and Jurisdiction

The place of performance and venue for legal proceedings is Braunschweig