I. Validity

1. These General Terms and Conditions of Delivery and Payment (hereinafter: GTC) shall only apply to transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
2. All offers, deliveries and services of Siewert & Kau Technologies Vertriebs GmbH are exclusively based on these General Terms and Conditions. This shall also apply to all future transactions with the customer, without the need for express reference in individual cases.
3. We do not recognise deviating general terms and conditions of the customer, even if we do not expressly object to their validity.

II Offer and conclusion of contract

1. Our offers are always subject to change and non-binding. Unless otherwise stated, we shall be bound by the prices contained in our offers for 7 days from the date of the offer.
2. A contract is concluded by written or verbal order of the customer and our written order confirmation.
3. Our sales staff are not authorised to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.
4. Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in the contract.
5. The rights of the customer arising from the contracts concluded with us are not transferable.

III Prices and terms of payment

1. Our prices are valid for delivery ex warehouse Bergheim plus statutory VAT.
2. At the customer’s request, we will dispatch the goods at the customer’s expense and risk. In the case of export deliveries, all customs duties, fees and charges associated with the delivery shall be borne by the customer.
3. If the customer defaults on his payment obligations, all outstanding invoices from our business relationship with the customer shall automatically become due. We shall be entitled to demand advance payment or the provision of security for deliveries still to be executed. The same shall apply if we become aware of circumstances after conclusion of the contract which are likely to jeopardise our claim to payment.

4. The customer may only offset our payment claims against counterclaims that have been legally established or recognised by us. The same applies to the exercise of rights of retention by the customer, unless these are based on the same contractual relationship as the payment claim concerned.

IV. Delivery

1. Our deliveries are subject to correct and timely delivery to us.
2. The place of fulfilment for our delivery obligations is our company headquarters in Bergheim. This shall also apply if we send the goods to a place specified by the customer at the customer’s request and at the customer’s risk. The mode of despatch and packaging shall be at our dutiful discretion.
3. Delivery times stated by us are non-binding and are always only approximate, unless they have been expressly declared binding. If the goods are dispatched, the delivery date refers to the time of handover to the carrier. Unless a firm deal has been agreed, binding delivery dates may also be exceeded by one week without us being in default.
4. If delivery is delayed as a result of force majeure or other events unforeseeable at the time of conclusion of the contract for which we are not responsible, the delivery period shall be extended by the duration of the impediment to performance. We shall inform the customer immediately of the occurrence and the expected duration of such an obstacle to performance. If performance becomes impossible or unreasonably difficult due to an event referred to in sentence 1, we shall be entitled to withdraw from the contract.
5. We are authorised to make partial deliveries to a reasonable extent.
6. As far as permitted by the Packaging Ordinance, we take transport packaging
7. and all other packaging. The customer shall dispose of the packaging at his own expense.

cV. Transfer of risk

• The risk shall pass to the customer as soon as the goods have been handed over to the carrier or, in the case of collection by the customer, to the customer. If the delivery is delayed due to circumstances for which the customer is responsible, the risk and the storage costs shall pass to the customer from the day on which the goods are ready for dispatch; however, we shall be obliged to take out the insurance requested by the customer at the customer’s request and expense.

VI Warranty

1. The customer may not reject a delivery due to insignificant defects.
2. The customer must inspect the goods immediately after delivery and, if a defect becomes apparent, notify us of this in writing immediately, at the latest 1 week after delivery. Otherwise the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect becomes apparent later, the notification must be made immediately, at the latest 1 week after the defect becomes recognisable to the customer.

3. In the case of defects notified in good time, we shall, at our discretion, provide a replacement delivery or rectify the defect. However, we may refuse to remedy defects as long as the customer has not paid a reasonable part of the purchase price in consideration of the defect. If the subsequent fulfilment finally fails, the customer may, at his discretion, demand a reduction in payment or withdraw from the contract. Claims for damages shall only exist in accordance with Section VIII.

4. Liability for normal wear and tear is excluded. Modifications to products, the use of parts or consumables that do not comply with the original specifications, improper use and external influences shall result in warranty claims being excluded in this respect. Should data on the devices to be repaired be lost in the course of our repair efforts, this risk shall be borne by the customer.
5. The warranty period is 1 year from delivery of the goods, except in cases of wilful intent. § 479 BGB remains unaffected.

VII Retention of title

1. We reserve title to the delivered goods until payment of all claims, including future claims, arising from the business relationship with the customer. The customer may only dispose of the items subject to retention of title (reserved goods) in the ordinary course of business and subject to the rights granted to us below.
2. The processing or remodelling of the goods subject to retention of title shall be carried out for us as the manufacturer without any obligation on our part. If our ownership of the goods subject to retention of title expires as a result of processing, remodelling, combining or mixing, we shall acquire co-ownership of the new item in the amount of the invoice value of the goods subject to retention of title. If the acquisition of co-ownership is legally excluded, the customer shall already today assign to us any existing claim for compensation in the amount of the invoice value.
3. In the event of a resale of the reserved goods, the customer hereby assigns to us his claim to the proceeds of the sale with all ancillary rights; we accept this assignment. The customer is authorised to collect the assigned claims until revoked. If the customer defaults on payment to us, we shall be entitled to revoke the authorisation to resell and collect the claim and then to disclose the assignment of the claim and demand payment to us. In this case, the customer is obliged to immediately hand over to us all documents and information necessary for the collection of the claims.
4. The customer is obliged to adequately insure the reserved goods against all existing risks, in particular fire, burglary and water damage, and to handle and store them with care. Insurance claims arising from cases of damage are to be assigned to us.
5. The customer must inform us immediately in writing of any enforcement measures against the reserved goods or the assigned claims, handing over the documents necessary for an intervention.

VIII. Limitation of liability

1. Claims for damages against us, on whatever legal grounds, are excluded unless we have acted with intent or gross negligence or have culpably breached a material contractual obligation. Material contractual obligations are those on the fulfilment of which the customer may rely and the fulfilment of which is essential for the proper performance of the contract. Our liability for the negligent breach of material contractual obligations and for gross negligence on the part of our employees and vicarious agents shall be limited to typical and foreseeable damage.
2. Our liability for injury to life, limb or health of the customer remains unaffected. The same applies to liability under the Product Liability Act.

IX. Foreign trade and export control / trade controls

1. Foreign trade:
   The customer is obliged to comply with nationally and internationally applicable laws and regulations at all times. Siewert & Kau imposes the same requirements on all suppliers, customers and service providers for integrity and legally compliant behaviour
2. Export control/trade controls
   We would like to point out that the customer is obliged to comply with the relevant legal norms of national and international law on export control. In connection with the purchase, use and resale of our goods and services, the customer must strictly comply with all applicable import and export control regulations, all customs regulations as well as trade controls and any embargoes.
3. U.S. Foreign Trade
   Please note that products from U.S. companies, including software and services, are subject to U.S. export controls and must also comply with country-specific trade requirements. These products may not be shipped to sanctioned or excluded persons or countries without explicit clearance from the U.S. government. The Buyer agrees to understand and comply with U.S. export controls as well as the additional restrictions and further export laws and regulations of all other countries.
   Furthermore, we point out that the customer must fulfil all necessary licences and other requirements in order to use, import, export, transfer or re-import products, software and services.
   The customer is prohibited from co-operating with companies or persons who violate applicable embargoes, boycotts or other regulatory requirements of the USA or other countries.

X. Final provisions

1. The relationship between the contracting parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. For all disputes arising from and in connection with the contractual relationship, the courts at our registered office (currently Bergheim) shall have exclusive jurisdiction if the customer is a merchant or a legal entity under public law or has no general place of jurisdiction in Germany when the contract is concluded or the action is brought. However, we are also entitled, at our discretion, to sue the customer at his general place of jurisdiction.

3. Should one or more provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

XI. Data protection information

1. You can find our information texts for the fulfilment of the statutory information obligations pursuant to Art. 13, 14 and 21 of the EU General Data Protection Regulation (GDPR) at: https://www.siewert-kau.de/datenschutz/