General Terms of Delivery and Payment

I. Validity


1. SPT Sales + Marketing GmbH (hereinafter called the Supplier) supplies only on the basis of these General Terms of Delivery and Payment. These apply for all the Supplier’s deliveries unless otherwise expressly agreed in writing by the contracting parties. The legal provisions also apply.

2. The Purchasing Party’s (hereinafter called the Customer) general terms and conditions of business do not apply even if the Supplier does not oppose the Customer‘s reference - irrespective of the form and time thereof - to its general terms and conditions of business. The Customer‘ s general terms and conditions of business can be valid for the Supplier only if the Supplier has expressly recognised them in writing. Deliveries do not constitute recognition of the Customer‘s general terms and conditions of business.

3. Acceptance of delivery shall be deemed to be recognition of these General Supply and Payment Conditions.

4. The Supplier’s General Supply and Payment Conditions also apply to any subsequent transactions agreed between the Supplier’s and the Customer even if no reference is made thereto in any individual case.

II. Conclusion of the contract


1. Orders are considered as accepted, once an order confirmation is generated. To be legally binding, orders given verbally or by telephone and agreements, supplements and amendments of an order require the Customer’s written confirmation.

2. The Supplier‘s quotations are subject to change without notice.

3. If the Supplier attaches documents — such as illustrations, drawings or information about weights and measurements - to a quotation, these shall be considered to be only approximate unless they are expressly marked in writing as being binding.

III. Prices


1. Unless a firm price is expressly agreed, the prices shown in the Supplier‘s price list on the delivery date apply.

2. Delivery is FCA Heidelberg, unless otherwise agreed in writing

3. The minimum order value is 500€ net. Orders for less than this minimum order value will be subject to a minimum order surcharge depending on the transport method.

4. The Customer explicitly accepts the invoicing of freight charges and packing cost.

5. Delivery is made in the packing units. Ordered quantities of less than those units are rounded up.

IV. Payment conditions


1. The Supplier‘ s invoices are payable within 30 days from the invoice date. 2% discount can be deducted from the net value if payment is made within 8 days from the invoice date. Payment terms for machinery and equipment are 30% on when order is placed, 40% before departure of goods from Heidelberg, 30% within 30 days after arrival respectively installation date.

2. The Supplier reserves the right to supply C.O.D., if the customer’s credit rating requires such a term.

3. The Supplier reserves the right to accept bills and cheques. Acceptance is always on account of payment. The Customer bears the discounting and collection costs. The Supplier assumes no guarantee for prompt presentation and protests. Cash discounts are not granted for bill payments.

4. Payments are considered as effected, once the Supplier finally has possession of the sum.

5. If the Customer is more than 10 days late in making payment under one of the existing contracts, if it has suspended payments or if serious deterioration of its financial situation has occurred, the Supplier‘s claims under all existing contracts with the Customer are immediately due for payment; respites or other postponements of payment - including accepted bills - are cancelled. The Supplier may demand advance payment for deliveries which have not already been made.

V. Delivery Time


1. The delivery dates provided in the order confirmation are to be considered as approximate, only.

2. The Supplier’s obligation to deliver is suspended for as long as the Customer fails to fulfil its payment obligation

3. Force majeure, the Supplier’s own suppliers‘ failure to meet delivery dates, shortages of raw materials, energy or labour, strikes, lock-outs, difficulties in obtaining transportation, transport disruptions, orders by government agencies or the lack of official or other permits required for making the delivery release the Supplier from the obligation to deliver for the duration of the disruption and in so far as it has effects unless the disruption was caused by the Supplier by deliberate intent or gross negligence. The aforementioned circumstances cannot be attributed to the Supplier even if they occur during an existing delay.

4. If unforeseen events as referred to in para.3 above cause a substantial change in the economic significance or content of the Supplier‘s performance or have a serious effect upon our operations, the Supplier has the right to withdraw from the contract. In such cases, the Customer has only claims for repayment; no further claims and especially claims for compensation may be made.

5. The Supplier may supply in partial shipments; such partial shipments may also be invoiced separately.

6. If the Supplier is late in providing the delivery of the ordered merchandise, the Customer may withdraw from the contract when it has allowed the Supplier a reasonable grace period and that period has expired without success. If the delay is restricted to a partial shipment, the Customer may withdraw from the entire contract under the aforementioned conditions only if it has no interest in partial fulfilment. Claims for reimbursement of prejudice caused by delay and claims for compensation for non-fulfilment are restricted to the prejudice foreseeable for the Supplier when the contract was concluded and the amount is limited to ten times the value of the goods. This does not apply if default or non-fulfilment has been caused by the Supplier‘s deliberate intent or gross negligence.

VI. Despatch, transfer of risk


1. The risk is transferred to the Customer no later than the despatch of the goods. This also applies if partial deliveries are made. Despatch is always FCA Supplier‘s works or warehouse at the Customer’s risk. No liability is assumed for damage and loss during transport.

2. If despatch is delayed for reasons not attributable to the Supplier, the risk is transferred to the Customer on the date when the goods are ready for despatch.

3. Unless the Customer has given special despatch instructions and the Supplier confirmed those in writing, the method of despatch and the routing are chosen by the Supplier. The Supplier is not obliged to insure the consignments.

VII. Property of Goods


1. The Supplier retains property of the goods supplied until full payment of all invoices or other claims deriving from the business relationship, including all subsidiary claims, have been paid for in full and until bills of exchange, promissory notes, bank drafts, or personal cheques issued by the customer in settlement for invoices or other claims have been fully redeemed. The property of the goods also covers products created by mixing, matching other forms of processing. If the Supplier‘s goods are processed, combined or mixed with other materials, the Supplier acquires joint title to the resultant product pro rata to the value of the Supplier’s goods compared with the value of the other materials. Instead of transfer of possession, the Customer shall safeguard those products for the Supplier without charge and with due care.

2. All claims deriving from the sale of goods in which the Supplier has rights of ownership are hereby assigned to the Supplier as surety - if necessary, to the amount of the Supplier‘s share of the title to the sold goods.

3. If third parties attach the retained goods, the Customer must immediately inform the Supplier, attaching a copy of the record of attachment.

4. The Supplier undertakes at the Customer‘ s request and at its own discretion to release his surety in so far as the value of the surety is more than 30% greater than the secured claims.

VIII. Warranty


1. The Suppliers assumes the following liability for defective goods:

1 a) At the Supplier‘s discretion, the delivered item is replaced if it is unusable or if its usefulness is impaired by a circumstance demonstrably occurring before the transfer of risk. Replaced parts become the Supplier‘s property. Replacement parts and subsequent deliveries are covered by the same warranty as the delivered item. If the item is not replaced within a period that can be considered reasonable when account is taken of the Supplier‘s delivery facilities, the Customer is entitled to cancellation of the sale or reduction of the price, at the Supplier‘s discretion.

1 b) The warranty obligations are conditional upon the Customer giving written notice of the defect within six days. That period begins at the time when the Customer has perceived the defect or could have perceived it by careful examination of the delivered item.

1 c) The Supplier may refuse replacement until the Customer has fulfilled any previous payment obligations.

1 d) The warranty term is twelve months from the date of delivery.

1 e) The Supplier provides no warranty for damage caused by natural wear and tear, defective or negligent handling, incorrect storage, unsuitable or incorrect use or non-observance of our instructions for processing and use. The Customer has no further claims; this also applies for claims for compensation caused by fault when the contract was concluded or by positive violation of contractual duty. Claims for compensation by reason of deliberate or grossly negligent infringement of our contractual or preliminary contractual obligations remain unimpaired.

2. The Supplier’s consent is required for returns of goods, even those caused by a justified complaint. Otherwise, acceptance may be refused. The Supplier may deduct from the credited original price the costs it incurred for checking, repairing or restoring together with a handling fee of up to 30%. No credit or exchange can be allowed for products which are no longer included in the Suppliers’ current range. Every returned consignment must be accompanied by shipping documents and precise particulars taken from the invoice.

IX. Other rights of the Supplier and Customer


1. If the unforeseen events referred to in Section V.3. occur and cause a substantial change in the economic significance or content of the performance, if such events have serious effect upon the Supplier‘s operations or if the agreed performance proves impossible after the conclusion of the contract, the Supplier may suitably amend the contract. If amendment of the contract is economically unreasonable, the Supplier may withdraw from all or part of the contract.

2. The Supplier may withdraw from the contract if a bankruptcy petition is filed in relation to the Customer’s assets or if judicial or extra-judicial composition proceedings are instituted in relation to those assets.

3. The Customer may withdraw from the contract if the performance undertaken by the Supplier becomes impossible before the transfer of risk for a reason attributable to the Supplier.

4. Claims for compensation caused by impossibility to perform are restricted to the prejudice foreseeable for the Supplier when the contract was concluded and the amount is limited to ten times the value of the goods. This does not apply if the impossibility to perform has been caused by the Supplier‘ s deliberate intent or gross negligence.

5. Paragraphs 3 and 4 above apply mutatis mutandis in cases of inability.

6. Customer‘s rights and claims which are not expressly mentioned in these General Supply and Payment Conditions are excluded in so far as the law permits. In particular, claims for compensation for fault when the contract is concluded, positive violation of contractual duty or tort are excluded unless based upon deliberate intent or gross negligence.

X. Transferability of rights


The Customer requires the Supplier‘s prior written consent to the assignment to third parties of all or same of its rights deriving from this contract.

XI. Offsetting , Withholding


Counter-claims may be offset against the Supplier‘ s claims or the right to withhold may be exercised only if the counterclaim is undisputed or finally and absolutely established.

XIII. Place of performance, jurisdiction


1. The place of performance for the Supplier‘s obligations is the Supplier’s works or contracted workshop and, for the Customer’s obligations, the Supplier‘ s registered office.

2. The Courts of Stuttgart have sole jurisdiction for all claims deriving from the business relationship, include claims deriving from bills and cheques. The Supplier may, however, also bring action before the court with jurisdiction for the Customer’s registered office.

XIV. Final provisions


1. German law alone applies unless imperative legal provisions require otherwise. The Uniform Law an Sale of Goods does not apply.

2. If any of the above provisions are or became invalid, the other provisions remain unimpaired.


Heidelberg, January 2018 SPT Sales + Marketing GmbH

ENGLISH DEUTSCH