SFC Energy AG (hereinafter "SFC") develops, manufactures, and markets direct-methanol-fuel cell systems and power supplies.
Status: May 10, 2012
1. Terms and Conditions, Offer, Conclusion of Contract
1.1. Only the terms and conditions contained in this document apply to all offers, deliveries, and services of SFC. The general terms and conditions of the Customer, if any, do not apply.
1.2. All orders (by telephone, email, fax, or mail) become legally binding for the Customer upon their receipt at SFC.
1.3. The sales contract for a given order is concluded by written confirmation through SFC or upon mutual preparation and execution of a special sales contract.
2. Delivery Date, Shipping, Delivery, Passing of Risk
2.1. Delivery date. The basis for SFC's obligation to deliver is the delivery date indicated in the order confirmation.
2.2. Delivery delays. If delivery is delayed, the Customer is entitled to set a reasonable deadline for delivery and to withdraw from the contract if this deadline is not met.
2.3 All delivery dates are subject to proper and punctual deliveries to SFC. If any of these do not take place at all or not on time, SFC notifies the Customer.
2.4. Shipping and Passing of Risk. If it is agreed that the product is to be shipped rather than picked up by the customer, it is shipped at the Customer's risk. Risk passes to the customer when the product to be delivered is transferred by SFC to the person carrying out the transport.
3. Prices, Terms of Payment
3.1. Net prices are given in the sales contract or the written confirmation from SFC as well as in the invoice. They apply ex SFC's seat of business without shipping costs (packaging, freight, transportation insurance, customs duties) and without value added tax unless otherwise agreed in writing.
3.2. Unless otherwise agreed in writing, when products are picked up the sales price is to be paid in advance or upon transfer of the products. When shipping is agreed upon, shipment only takes place when the amount due has been received. If, in an exceptional case, it is agreed that payment is due after the products have been picked up or issued, then the products continue to be the property of SFC until full payment including all additional costs, which are due, has been rendered.
3.3. In the event of late payment all costs incurred by SFC as a result of the late payment are borne by the Customer.
4.1. The agreed upon characteristics of a given product are only those characteristics, properties, performance data, functionalities, and other quality features described in the documentation from SFC. There are no further agreements on product characteristics. In particular, SFC assumes no warranty that a product is suitable for a particular purpose.
4.2. In the event of a justified notification of defects, SFC is obligated and entitled to supplementary performance within its discretion, i.e. to rectify or redeliver, within a reasonable period of time. If supplementary performance fails, i.e. in case of impossibility, unreasonableness, refusal, or unreasonable delay with regard to the supplementary performance, the Customer may withdraw from the contract or reduce the purchase price reasonably.
4.3. Claims of the Customer regarding damages or reimbursement of futile expenditure only exist subject to Section 5 and are otherwise excluded.
4.4. If examination of products reported as defective shows that a defect is not covered by SFC's warranty obligations, then the customer bears the transportation, work, and other costs which are incurred by SFC in connection with the examination of such products. In all cases the customer bears the costs for sending in damaged products.
4.5. In particular, the Customer loses any possible claims if operating instructions and warnings delivered with the products are not followed by the Customer or its customer; if the product delivered is handled or stored improperly; if the Customer uses a product together with other components, substances or material in a way that is contrary to the documentation from SFC; or if the Customer or an unauthorised third party has tampered with the products delivered or modified them.
4.6. The Customer examines without delay all products delivered by SFC. Any defects shall be reported by the Customer to SFC within two weeks of transfer of products except that defects which cannot be recognized then shall be reported to SFC within 5 working days after their discovery. When defects are not reported or are not reported on time, the products delivered are deemed to have been approved in respect to the alleged defects, and warranty claims by the Customer pursuant to this Section 4 are excluded.
5.1. In the event of slightly negligent causation of damages SFC is, on whatever legal grounds, only liable if its legal representatives or vicarious agents have violated essential duties, and in this case liability is limited to compensation for damages which are typical and were foreseeable by SFC upon conclusion of the contract. Beyond that, liability by SFC in the event of slightly negligent causation of damages is excluded.
5.2. Customer's claims for damages under the warranty pursuant to Section 4 become time-barred one year after delivery of the product by SFC.
5.3. The restrictions of this Section 5 do not apply to SFC's liability for wilful or grossly negligent misconduct, lack of guaranteed characteristics, personal injury or death, or SFC's liability under the German Product Liability Act (Produkthaftungsgesetz).
6. Place of Performance, Applicable Law, Jurisdiction
6.1. The sole place of performance for delivery and payment obligations is the seat of SFC.
6.2. All legal relations between the Customer and SFC are governed by German law under exclusion of the UN Sales Convention. The place of jurisdiction for all disputes is Munich. SFC is also entitled to pursue legal remedies at the Customer's seat.
6.3. If one or more provisions in these terms and conditions are or become invalid or unenforceable in whole or in part, then the validity of the remaining provisions is not affected.
6.4. Any modifications, amendments, as well as collateral agreements are only valid when made in writing.