Terms of Trade
SFC Energy AG – Terms of Trade
Status: March 18, 2005
SFC Energy AG (SFC) develops, manufactures, and markets direct-methanol fuel cell systems.
Note: Use of the product proceeds at one’s own risk. The products provide a measure of functionality and safety which can be expected based on permits issued and instructions, the current state of knowledge and technology.
1 Terms, Offers, Sales Contract
1.1 The following terms shall apply to all offers, delivery, and services of SFC. The customer’s terms of trade shall not apply.
1.2 Orders (by telephone, e-mail, telefax, or mail) shall become binding for the buyer upon their receipt at SFC.
1.3 The sales contract shall originate either through written confirmation by SFC or through a mutually established sales contract.
2 Delivery Date, Shipping, Delivery, Transfer of Risk
2.1 Delivery date: The delivery date specified in the order confirmation from SFC shall provide the bases of an obligation to deliver.
2.2 Delivery Delay: In the case of a delay in delivery, the customer is entitled to withdraw from the contract after a reasonable period of time has elapsed. The customer shall, in this case, renounce his right to claim indemnity against SFC.
2.3 Delivery dates shall be subject to the manufacturer’s ability to obtain its own supplies in timely fashion. Should this not be the case, SFC will notify the customer.
2.4 Shipping and Transfer of Risk: Should the customer not take possession of the product ex work but instead, arrange to have it delivered, this shall proceed at customer’s own risk. Risk is transferred in the moment that SFC transfers the product to the person charged with delivery.
3 Prices, Terms of Payment
3.1 Prices are those stated in the sales contract, or the confirmation issued by SFC and the invoice. Prices are ex headquarters of SFC exclusive of shipping costs (packaging, freight, insurance, customs) and exclusive of value added tax in the absence of a written agreement to the contrary.
3.2 In the absence of written agreement to the contrary, payment is due when the customer takes possession of the product ex work, when it is delivered, or it can be prepaid. If shipping is desired, the product will only be shipped after payment has been received. If an exception has been made so that payment occurs only after change of possession or shipment, products shall remain property of SFC until payment of the full amount, including any additional costs.
3.3 If the purchaser is in arrears, all eventual additional costs to SFC shall be debited to the customer.
4 Guarantee
4.1 Only those specifications, functionality, and qualities described in the product literature shall apply for guarantee purposes. No additional characteristics or properties have been warranted. In particular, no guarantee is given as to suitability of a particular purpose.
4.2 In the event of justifiable complaints about defects, SFC shall have, at its discretion, the choice to repair or replace the product, to refund the sales price or to reduce its price. The customer shall bear the cost of transportation, labor and other costs in the event that the defects are not covered under the SFC guarantee. The customer shall bear the costs of sending the product to the manufacturer in any case.
4.3 Customers’ claims shall be voided if:
- the customer did not heed the enclosed instructions or warnings, or has employed or stored the product in a way that is not in accordance with such instructions or warnings;
- the customer has used the product with other components or materials in a fashion contrary to that specified in SFC literature; or
- the customer or an unauthorized third person has opened or modified the wares.
4.4 The customer shall promptly inspect wares delivered by SFC. The customer must report any defects to SFC within two weeks of delivery. Defects that were not apparent upon inspection must be reported within 5 working days after their discovery. If defects are not reported or are reported late, it shall be deemed a sign of acceptance of the defective product. Any claims under Article 4 of this guarantee shall be excluded.
5 Liability
5.1 In the event of negligence, SFC shall be liable only for non-fulfillment of essential obligations on the part of its legal representatives or agents and then only to the extent of the typical damages that were foreseeable for SFC at the time the contract was concluded. SFC declines any further liability in the event of negligence.
5.2 Inasmuch as SFC is liable under article 5.1, its liability to the customer per event shall be limited to three times the sales price of the wares delivered. Should damages be higher, the customer shall notify SFC of this fact in each event.
5.3 Customer’s claims for compensation shall expire one year after delivery in the event of defects covered by guarantee as in Article 4.
6 Place of Performance, Law, Jurisdiction
6.1 The headquarters of SFC shall be the exclusive place of performance for obligations involving delivery or payment.
6.2 All legal dealings between customer and SFC shall be governed by German law under exclusion of UN commercial law. Jurisdiction is Munich. SFC retains the right to pursue legal remedies in the jurisdiction of the customer’s headquarters.
6.3 Should one of more stipulations be or become invalid or impossible to perform, it shall have no effect on the validity of the remaining stipulations.
6.4 Any modifications, amendments, or representations must be in written form in order to be valid.
General Terms of Business - pdf
