Senator Technology GmbH
General Delivery Terms

I. General

1. By publication of these General Sales Conditions all earlier versions of General Sales Conditions expire.
2. Our deliverable and performance are exclusively being executed as a result of the following conditions. Purchaser's conditions are excepted.
3. Our declarations must be in writing.

II. Quotations and Contract

1. All quotations are without obligation.
2. The purchaser also agrees to these conditions as well accepting deliverable and performance of Senator Technology GmbH (SEN TECH) or perform services himself.
3. Other conditions will not become part of the contract even if there are opposed our conditions.
4. If customary clauses on mode of delivery are agreed upon, the INCOTERMS by the International Chamber of Commerce apply to their interpretation in the applicable version at date of contract.

III. Scope of deliverable and performance

1. The scope of delivery is executed as per written SEN TECH Acknowledgement of Order. Subsidiary agreements are effective only with SEN TECH's written confirmation.
2. SEN TECH reserves the right to modify in regard to technical equipment as far as these are similar or regarded as standard configuration until the date of delivery.
3. For electrical products the rules of the Verband Deutscher Elektroniker (VDE) are applicable as far as the safety of deliverable and performance are considered. Deviations are permitted as far as the same safety is being guaranteed otherwise. The same applies to the use of the delivery item outside the Federal Republic of Germany or for deliveries abroad.
4. In case any taxes or fees are to be paid in connection with the delivery, these are to be borne by the purchaser.

IV. Term for Deliverable or Performance

1) The time for delivery starts from the date of SEN TECH's Acknowledgement of Order, however, not before full clarification of all order details, including availability of documents and permissions to be procured by the purchaser as well as receipt of a down payment agreed upon. The same applies to delivery dates. The term for deliverable or performance without installation is regarded as kept when the ready for shipment consignment was delivered or picked up within the period agreed upon.

2a) If the purchaser does not fulfill contractual obligations – even the obligation to co-operate or secondary obligations – such as opening a Letter of Credit, procurement of domestic or foreign certificates, down payments and others in time –SEN TECH is entitled to postpone their delivery times and dates correspondingly according to their production requirements, without prejudice of their rights to the purchaser's delay.

2b) The delivery date is postponed – also within a delayed delivery –due to force majeure or unexpected events which are beyond SEN TECH's will or controllability. These are i.e. mobilization, war, rebellion, strike, lockout, business disruption as well as delivery delays by our suppliers or sub-suppliers or others for which SEN TECH is not responsible, provided that these events influence the fulfillment of the contract within the period stipulated.

2c) For observance of a delivery time limit or a delivery date, the time of dispatch ex works is applicable. If the goods, however, cannot be delivered in time which is not caused by SEN TECH, the delivery time limit or delivery date is considered to be adhered when the goods are ready for dispatch.

3) If the purchaser can verify that he suffered from a damage because of a delivery delay due to other reasons than stated under item 2, he has the right to claim for a compensation of ½ percent per full delayed week until a total of 5 percent of the goods value which could not be set into operation due to non-completion of single parts, compensation claims of the purchaser exceeding the limit of 5 % as stated in paragraph 1, are excepted in all cases of delayed deliveries, also after expiration of an additional respite granted to SEN TECH. This does not apply in case of intent or culpable negligence where liability is compelled. The purchaser's right of withdrawal after fruitless expiration of an appropriate additional respite granted to SEN TECH is not affected.

4) Is the dispatch or delivery being delayed on the purchaser's request or due to a reason under his responsibility, SEN TECH is entitled to invoice the purchaser with a storage charge of ½ percent of the invoice value for each started month beginning with the month after advice that the consignment is ready for shipment. The storage charge is limited to 5 percent, unless, higher costs can be verified by SEN TECH.

V. Installation and Assembly

A. For each kind of installation and assembly the following rules are applicable, unless otherwise agreed in writing:

a) The purchaser has to provide the following at his expense in time for:

1. Auxiliary arrays, like subworker and, if necessary, bricklayers, carpenters, locksmiths, crane drivers and other specialists with their necessary tools and in required number.
2. All earth work, bedding, building activities, mortising, scaffold, plaster work, painting and other field works, including the necessary building material.
3. The necessary commodity goods needed for installation and commissioning, like aids, trowel, support, masonry cement, plaster and seals, fuels etc. as well as scaffold, cranes and other devices,
4. Supply of power and water, including the necessary connections until application site, heating and general lighting.
5. For preservation of machine parts, gadgets, materials, tools, etc. at the installation site suitable, big, dry and lockable rooms and appropriate working and recreations rooms for erection personnel, including appropriate sanitations. Furthermore, the purchaser has to take such measures at site to safeguard the erectors' and seller's possessions like his own properties.
6. Protective clothing and protective devices which are necessary due to special circumstances at the installation site and which are not customary in a trade for the seller.

b) Prior to the start of the installation works, the purchaser must provide the necessary information on the position of hidden circuit-, gas- and water lines or similar systems as well as static information unsolicited.

c) Prior to installation and assembly, the necessary parts have to be at site and all brickwork and carpentry as well as all other preparatory work has to be finished so far that the installation work can be started without interruption immediately after arrival of the erectors or assembly personnel. Especially the access roads and the installation site have to be levelled and cleared-away, the foundation brickwork set and dry, the foundation walls straightened and supported, during indoor installation wall and ceiling plaster have to be completely finished especially also windows and doors must be built-in.

d) Is the installation delayed due to reasons independent of negligence by SEN TECH (creditor delay), the purchaser has to bear the cost for the waiting time and further necessary travels of the erectors or the assembly personnel in an appropriate scope.

e) After finishing of the work, the purchaser has to certify the working time to the erectors or assembly personnel to the best of their knowledge, however, at least once a week. Furthermore, the purchaser is committed to render a written document to the erectors or the assembly personnel certifying the finishing of assembly and installation.

f) SEN TECH is not liable for any operations of their erectors or assembly personnel and other assisting personnel as far as these works are not connected with the delivery or installation or assembly or as far as the same are arranged by the purchaser.

B. In case SEN TECH has overtaken the installation against individual charging, the following conditions other than as stated under A are applicable, too:

1. SEN TECH will be compensated by the purchaser for the charges for working time and surcharges for overtime, work at night or on sundays and/or public holidays and for work under heavy conditions as well as for planning and supervision as agreed when placing the order.
2. Furthermore, following cost will be compensated separately:

a) travel cost, transport cost for tools and personal luggage;

b) remuneration for working time as well as days off and public holidays.

VI. Passing of Risk

The risk is passed to the purchaser, even if free of charge delivery is agreed upon:

a) At delivery without installation or assembly when the goods ready for operation were delivered or picked up. The packing is being executed with utmost care. The shipment is being carried out in SEN TECH's best descretion. On request and cost of the purchaser, SEN TECH will insure the consignment against breakage, transport damage and fire risks.

b) At delivery with installation or assembly on the day of take-over in their own factory, as long as a trial run had been agreed upon, after successful trial run. Prerequisite is that the trial run respectively the take-over is immediately being effected after installation or assembly. If the purchaser refuses the offered trial run or the take-over in their own factory, after expiry of a period of 14 days the risk for the delay is passed to the purchaser.

c) If shipment, delivery, start or installation or assembly is being postponed upon the purchaser's request due to reasons under his responsibility, the risk for the delay is passed to the purchaser, SEN TECH is committed, however, to arrange for the insurances on request and cost of purchaser.

VII. Price and Conditions of Payment

1. If not otherwise agreed upon, the prices are valid for delivery FCA Buchholz, excluding packing, transport, insurance and assembly.
2. Payment is to be effected cash without any deduction free SEN TECH bank account at agreed deadlines. Payment has to be arranged in that way that SEN TECH can dispose of the amount without any deductions at the due date. A possibly agreed acceptance of Bills of Exchange is considered as fulfillment.
3. Counter claims which had not been accepted by SEN TECH do not entitle to any retention or offset.
4. When the due date is exceeded, an annual interest rate of 6 % over the prevailing basic interest of the European Central Bank becomes due without any reminder - irrespective of any other possible legal claims.
5. If the purchaser does not fulfill his payment obligations or the obligations resulting from the reservation of the right of property, or fundamental deterioration of his economical situation, or stopping his payments, the total remainder of a dept is due irrespective of whether bills of exchange with a later due date are still valid.

VIII. Retention of title

1) The goods remain the property of SEN TECH until complete fulfillment of the total claim in connection with the order. This also applies if the claim is being included in a current invoice.

2.a) Any machining and processing of the goods under retention of title and the combination with other objects by the purchaser or a third party are being executed for SEN TECH as manufacturer in the sense of § 950 BGB, without committing SEN TECH. The machined or processed goods count as goods under retention as per item 1.

2.b) The purchaser is allowed to sell the goods under retention only in general business at normal terms and conditions and as long as he is not behind his obligations and under the prerequisite that the retention if title and claims from that business is transferred to SEN TECH as per item 1c). He is not allowed for other possessions of the goods under retention. Resale, for the purpose of such paragraphs, is to be classified as use of the goods under retention in settlement of fulfillment of factory- and factory delivery contracts.

2.c) The purchaser cedes his claims from the resale of the delivery item already now to secure SEN TECH's claims up to that value.

2d) The purchaser is entitled to collect his claims. The collection by SEN TECH is reserved. If the purchaser acts in breach of the contract, especially on delay of payment, SEN TECH is entitled to take back the goods and the purchaser is responsible for all damages, which are caused by the taking back irrespective of the cause. Have the goods been used, without any verification of the damage, SEN TECH is entitled to invoice to the purchaser a depreciation of 25 % for the first half year of use, thereafter 5 % for every further 6 months of use. If the law of a country does not permit a retention of title, however reserves comparable rights, SEN TECH is entitled to carry out all these rights. On his account, the purchaser is committed to take all necessary measures to keep the rights of the goods remaining in effect.

3) The purchaser has to insure the goods during the period of retention of title or other rights as per item 1 against all risks under the prerequisite that SEN TECH is entitled to the rights out of the insurance contract. The policy and the premium receipts have to be presented to SEN TECH on request.

4) The purchaser has to inform SEN TECH without any delay in case of distraint or any other detraction of ownership interest.

 

IX. Liability for Defects

1. All parts or performances which do not fulfill the contract are of SEN TECH's choice either to be re-delivered or re-manufactured, free of charge, and which, irrespective of the duration of the operation time – due to a circumstance before the passing of risk - especially due to faulty design, bad material or bad workmanship are being unusable, reducing their usability enormously or are not as per contractually guaranteed quality. The ascertainment of such defects have to be reported in writing to SEN TECH immediately.
2. For removal of defects according to paragraph 1 the purchaser has to grant to SEN TECH the necessary time and opportunity in one's sole discretion. If he refuses to do so, SEN TECH is then excepted from the liability for defects.
3. The liability not only refers to natural wear and tear and to such parts that due to their material composition or as per their mode of use are subject to early wear and tear; but furthermore to damages caused by improper storing, treatment or use, excessive use, use of unsuitable operating material, improper construction work or foundations, unsuitable building site, chemical, electronic or electrical influences. In case of improper changes and repair work by the purchaser or a third party, SEN TECH is discharges from liability for the consequences thereof.
4. The warranty period starts with the passing of risk to the purchaser or latest with the day of the commissioning on trial basis by SEN TECH personnel and ends after six months. In any case, the guarantee expires 12 months after advice that goods are ready for shipment. The warranty period is three months for touching up and six months for spare parts deliveries or replacement. It is valid at least up to expiry of the original warranty period of the delivery item.
5. Further claims of the purchaser against SEN TECH and their representatives are impossible, especially a claim for replacement of damages, which had not directly affected the delivery item. This does not apply as far as for example human injury or damages at privately used objects as per the product liability law or in cases of intent or culpable negligence are concerned when liability is compelled.

X. Delay, Impossibility

1. Is SEN TECH delayed in their incumbent deliverable or performance or these get completely impossible, the general right are applied as follows:

Is SEN TECH responsible for the impossibility, the purchaser is entitled to claim for compensation. The purchaser's compensation claim , however, is limited to 10 % of the value of that part of deliverable or performance which cannot be put in proper operation. Compensation claims exceeding the stated value of 10 % are excepted. The same applies to SEN TECH being delayed in performance. This does not apply in case of intent or culpable negligence when liability is compelled. The purchaser's right of withdrawal from the contract remains unaffected.

 

XI. Right to Withdrawal of Seller

SEN TECH is entitled to totally or partly withdraw from the contract, if unforeseen events fundamentally change the commercial relevance or the matter of performance or enormously influence the SEN TECH factory or when the economic situation of the purchaser worsens drastically. This also applies in case of extension of delivery time had been granted to the purchaser. If SEN TECH wants to take the right of withdrawal, they immediately will inform the purchaser after realization of scope of the consequences.

XII. Miscellaneous rights to compensations

Purchaser's right to compensations from positive breach of receivables, neglect of duty upon contract negotiations and from illegal action are excepted. This, however, does not apply for instance to human injuries or damages at privately used objects as per the product liability law or in cases of intent or culpable negligence when liability is compelled.

XIII. Place of Jurisdiction

1) Place of jurisdiction for all differences under the contract is the principal office of SEN TECH. Alternatively they are entitled to sue at the head office or settlements of the purchaser.

2) For the contractual connection exclusively German Law is applicable under exclusion of the agreement of the United Nations dated 11.4.1980 upon contracts regarding the international purchase of goods.

XIV. Obligation of the Contract

If a part of this contract is not effective, the validity of the other part will remain unaffected as far as the fundamental basis of the contract is not affected.

AL2002 / 01-2002