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Terms & Conditions

1. General

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1.1 Unless otherwise agreed upon prior in writing, all offers and agreements, as well as all

      services provided by SiC Microtec GmbH (SiCM), are subject to SiCM’s terms and

      conditions, as set forth herein. The Buyer’s terms and conditions hold no validity for

      SiCM and may not be brought into force as such.

1.2 Any initial offers or suggestions made by SiC, whether in writing or otherwise, are

      subject to negotiations and therefore non-binding. Only our official order confirmation

      or letter of confirmation shall be binding. Any verbal explanations, agreements or

      suggested changes put forth by our representatives and employees, whether in person

      or otherwise, are valid only if followed by a written confirmation from our offices.

1.3 In cases of long-term contracts which may consist of piece-mill deliveries, the Buyer

      has the possibility to divide the quantity of goods to be delivered, provided he has

      made the necessary arrangements with SiCM in advance, as well as provide SiCM with

      a written delivery schedule and whereas said arrangement does not exceed 12 months

      from the day of order-confirmation, unless otherwise arranged with SiCM in advance.

      After the 12 month or agreed upon period, SiCM reserves the right to deliver all goods

      as indicated in this paragraph (I.3), whereas in such case the Buyer must make full

      and immediate payment. SiCM is not obligated to store any such goods without a prior

      written arrangement with the Buyer.

1.4 Any changes or cancellations to confirmed orders, or in such cases as indicated in

      section I paragraph 3, requires SiCM’s prior written approval. In such cases where the

      orders or goods have already been completed, the Buyer is compelled to accept said

      goods. In any other cases the Buyer is bound to compensate SiCM in form of a

      replacement order.

1.5 The returning of packaging material according to the packaging decree will be

      accepted only after previous consultation with- and at no cost to SiCM.

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2. Shipping, Distribution of Risk

 

2.1 All shipments of goods are made on a best efforts basis. The Buyer is responsible for

      special shipping and handling arrangements or requests and will be charged

      accordingly.

2.2 In all cases, regardless of shipping conditions or prior understanding, the Buyer

      assumes all risks as soon as the goods in question have left our place of shipping. The

      Buyer is also responsible for any shipping or delivery delays caused by the Buyer

      himself, or his representatives or appointed parties. Effective from the original dispatch

      date, the Buyer also assumes full liability if such delays cause said goods to

      disappear or effect their deterioration.

2.3 In cases where SiCM accepts shipping and insurance thereof, SiCM may be held

      liable only to such an extent as SiCM’s carrier or insurer can be held liable.

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3. Prices and Payment Terms

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3.1 Our prices are net in EURO (€), unless otherwise indicated by SiCM, plus all

      applicable taxes for goods and services. SiCM reserves the right to refuse any orders

      or commissions valued under €100,00. Unless otherwise agreed to by SiCM, payments

      should be made to the banking information provided, without any deductions or

      fees. Freight packaging and insurance costs will be forwarded to the Buyer.

3.2 Payment terms are subject to negotiations on a case-to-case basis and will be

      reconfirmed on the order confirmation. The Buyer is expected to fully honor these

      terms without further written reminders. The due date is effectively calculated from the

      date the invoice being issued.

3.3 Any offset against the price for any sums owed to the Buyer by SiCM, must first be

      approved by SiCM in writing.The Buyer does not reserve the right to withhold payment,

      unless otherwise indicated in the agreement by SiCM. In such a case, where agreed

      upon and under reasonable circumstances, the Buyer must make immediate

      payment, once any discrepancies or issues surrounding the specific order have been

      settled with SiCM.

3.4 Any interest charged to SiCM by its creditors, in cases such as a line of credit or an

      over draft, due to the Buyer being in arrears with SiCM, shall be forwarded to the

      Buyer accordingly. Should at any time the Buyer come into arrears, or SiCM be made

      aware that the Buyer is not in a position to service outstanding accounts with SiCM,

       SiCM reserves the right to immediately call upon any outstanding balances, including

       any I.O.U.s or promissory notes, as well as take reasonable and necessary steps

       against the Buyer, to ensure receipt of any monies due to SiCM in full. This is above

       and beyond any other claims SiCM may have.

3.5 The buyer takes over all costs to bring in the unpaid money, this includes lawyers,

      dept-collection agencies, overdue notice costs, etc.​

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4. Delivery​

 

4.1 Based upon information at hand at the time of the order confirmation, all goods shall

      be delivered to, and services shall be performed at, the delivery on the date or within

      the period stated in the order, in either case during the Buyer’s usual business hours,

      on a best efforts basis. The calendar-week indicated in the confirmation, is based on

      the estimated product-completion date, and not on the actual delivery date to the

      Buyer. Possible delays in the delivery of goods and services, due to circumstances

      beyond our control such as Act of God, war, blackouts, lack of materials, interference

      by public authorities, flood, tempest, fire, accident, sabotage, insurrection, strikes,

      lock-outs, etc., whether directly or indirectly due to SiCM, his suppliers or otherwise,

      will automatically push back the

       delivery date accordingly. In such cases, SiCM shall not be held liable.

4.2 In case of circumstances, such as indicated above, where SiCM at his discretion can

      only deliver a portion of the order, or has to withdraw from the Order completely, SiCM

      shall not be held liable for any damages by the Buyer.

4.3 The Buyer shall have the right to cancel the order, in case the extended delivery date

      is not met by SiCM.

4.4 For any transactions that are considered non-commercial transactions, and SiCM

      defaults on delivery, for one or more reasons, SiCM’s liability shall be limited to any

      proven and reasonable damage to the Buyer, but no more than 5% of SiCM’s gross

      invoice amount and only for the affected part in question. Furthermore, SiCM’s liability

      due to any delay of such delivery shall be limited to up to 5%, but no less than 0.5%,

      of the gross invoice amount and only for the affected part in question.

4.5 Should the Buyer effect any delays in SiCM’s ability to deliver (i. e. refusal of confirmed

      order), the Buyer shall be held liable for any damages resulting thereof, for the amount

      of no less than 20% of the purchase price and any additional costs that may arise

      thereof.​

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5. Warranties and Liabilities​

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5.1 Any claims for defective or erroneous deliveries shall only be considered by SiCM,

      after SiCM’s inspection of such goods. The goods in question shall only be accepted

      by SiCM for return, with prior written approval from SiCM.

5.2 The Buyer is responsible for and must upon receipt inspect all orders immediately to

      ensure his satisfaction. All obvious defects must be put forth to SiCM in writing within 3

      working days of receipt of goods. All other claims must be made in writing to SiCM no

      later than 3 months of the date shipped by SiCM. SiCM is not liable for usual

      commercial defects and unavoidable deviations in quality.

5.3 SiCM shall rectify all prior approved claims by either replacing or repairing the goods

      at SiCM’s discretion.

5.4 The buyer has the right to withdraw from the contract, only if SiCM at his discretion or

      for any reasons beyond his control is unable to service the Buyer’s claim. Furthermore,

      the Buyer shall only be entitled to a refund of any monies that may have been

      deposited with an order, after all, if any, costs have been deducted to SiCM’s benefit.

5.5 SiCM shall not be held liable for products that are used outside of SiCM’s

      specifications. Any such use shall render the product’s warranty useless and without

      further effect, unless negotiated with SiCM in writing, at the time of order placement

      and confirmation. In any case, it is the Buyer’s responsibility to ensure that all products

      will meet his specifications for any intended usage.

5.6 Any goods manufactured by SiCM based on the Buyer’s specifications, designs and

      drawings, are subject to limited liability to SiCM. Furthermore, the Buyer needs to take

      into consideration SiCM’s available technology and capacity when placing an order.

      This is especially important for special or custom-made orders.

5.7 Unless otherwise prior negotiated in writing with SiCM, SiCM cannot be held liable for

      damages caused by the Buyer or a third party, whether inadvertently or not, including

      but not limited to mishandling, changes in structure, design, specifications and

      properties, as well as damage caused through chemical and electrical influences.

5.8 For damages within the scope of this warranty due to a breach of confidentiality,

      erroneous consultation, unauthorized action(s), faulty repairs and/or improvements,

      non-fulfillment of subsequent delivery, or due to any legal grounds, SiCM and/or his

      service and/or delivery provider shall only be held liable, if an intent of gross

      negligence on SiCM’s side can be proven.

 

6. General Liabilities

 

6.1 Any claims for any damages against SiCM or his service provider, especially due to a

      breach arising from any third parties and /or encumbrances at the conclusion of a

      contract, as well as arising from unauthorized action(s), are not possible unless an

      intent of gross negligence on SiCM’s side can be proven or where an exclusion of

      liability is voided by law.

6.2 In any case – including as indicated in section 5.8 – for any commercial or non-

      commercial transactions, whether or not due to gross negligence where SiCM is

      proven to be liable, SiCM’s liability shall be limited to up to, but not exceeding SiCM’s

      gross invoice amount for the product(s) in question only, in a case by case situation.

6.3 SiCM shall in any case be liable only within the scope of these “Terms and Conditions.”

6.4 In cases where the Buyer engages SiCM for repairs or machining work, or other types

      of improvements, SiCM may be held liable for damages incurred whilst in SiCM’s care,

      provided an intent of gross negligence is proven, limiting such damages to no more

      than 10% of the costs for such services, unless where otherwise provided by law.

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7. Reservation of Ownership

 

7.1 Any products, whether delivered or not, shall remain the property of SiCM, until all of

      the Buyer’s open balances, whether or not specifically for any given product, are

      settled in full and to the satisfaction of SiCM. Payments made in forms of transfers and

      such, are only considered as “paid,“ after SiCM’s account(s) has been fully credited

      accordingly and to the satisfaction of SiCM. Whilst having any such outstanding

      balances with SiCM, the Buyer is not allowed to sell, dispose of, nor process SiCM’s

      said property. In such cases where the Buyer is faced with liquidation or other possible

      adverse situations, that may seriously impact the Buyer’s operation(s) for the worse, it

      is the Buyer’s duty to immediately officially inform SiCM in writing accordingly. The

      buyer is strictly prohibited from using SiCM’s property as security or collateral. Should

      at any time, for whatever reasons, the Buyer surrender SiCM’s property including due

      to confiscation or such, it is the Buyer’s immediate duty to officially inform SiCM in

      writing of such an event, as well as provide SiCM with all official documentation(s)

      indicating the legality of such seizure(s). Any costs arising in connection to the above

      stated, including any replacement and legal costs, shall be borne by the Buyer.

7.2 The Buyer is liable for the safekeeping and condition of SiCM’s property.

7.3 In case of delayed payment(s) or any adverse material changes in the Buyer’s

      operation(s) as indicated in section 7 paragraph 1, the Buyer is expected to

      immediately return SiCM’s property to SiCM, without SiCM having to officially request

      it, nor SiCM be considered in breach of contract.

7.4 In cases where the delivered goods are in the property of the Buyer and on SiCM’s

      behalf the Buyer further processes said goods for the purpose of producing a new

      object, the Buyer shall hold SiCM free and clear of any third party claims. As such,

      SiCM shall not be obliged to said third party.

7.5 The Buyer has no claims to any goods not fully paid for, whether or not said goods

      have been processed or integrated by the Buyer, his agent or any other third party,

      and hereby surrenders the right to any such claims and statements. Any other claims

      herein shall not exceed SiCM’s invoice amount. Furthermore and at SiCM’s

      discretion, the Buyer may request clearance of herein if the Buyer has a credit or has

      made partial payment or such, for no less than 20% of SiCM’s gross invoice amount.

7.6 Goods delivered by SiCM may only be returned by the Buyer with SiCM’s prior written

      approval. Furthermore, any returned goods must be in perfect condition and any costs

      connected thereto, including but not limited to freight and insurance, shall fall upon the

      Buyer. In cases where the goods have already been unpacked and/or used,

      SiCM reserves the right to base any credit upon the condition and re-useability of said

      goods. All returns, being in their original packaging and unopened, are subject to a

      25% handling fee. No refunds, credit only.​

 

8. Place of Performance and Legal Jurisdiction, Miscellaneous

 

8.1 Place of delivery and payment is Wernberg, Austria. All legal and other disputes shall

      fall under the jurisdiction of Villach, Austria. However, at SiCM’s discretion, SiCM

      reserves the right to file for legal action in the Buyer’s jurisdiction.

8.2 The terms herein, as well as SiC-Buyer relationship, are governed exclusively by the

      laws of the Republic of Austria. The Incoterms of 1953, in its latest version, shall

      govern any interpretations of commercial clauses or provisions. Regulations and

      interpretations as set forth by the Haag Commercial Buyer’s Treaty of 1 July 1964, as

      well as any Austrian regulatory interpretation thereto, are not valid herein.

8.3 In cases of commercial transactions as indicated herein, where such transactions

      being with separate legal entities or properties, whether private or public, shall mean

      to be the same.

8.4 Any points within this document that may effectively be rendered null and void shall

      not mean the cancellation of any remaining parts of this document which shall still be

      in force.8.5 The terms and conditions herein are at SiCM’s discretion.

8.6 Plural and/or singular, as well as any gender references, shall mean to be the same.

8.7 SiCM reserves the right to make any necessary amendments to his Terms and

      Conditions, without further notice.

8.8 In case of any discrepancies or misunderstandings in the English version of SiCM’s

      Terms and Conditions, the German version shall rule. Please feel free to contact us

      directly at “office@sicmicrotec.com” to receive the German version of SiCM’s Terms

      and Conditions.

8.9 Errors and Omissions accepted.

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