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.