General Delivery Conditions of SCS GmbH & Co. KG

1. Scope of Application

All sales and services provided by SCS GmbH & Co. KG (in the following referred to as „SCS“) to an entrepreneur (in the following referred to as “buyer”) are based on these following General Delivery Conditions. An entrepreneur under these General Delivery Conditions means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

These General Delivery Conditions are inapplicable towards private consumers. Own regulations that may be presented by the buyer are not recognised as a matter of principle. We hereby declare explicitly our disagreement of contrary regulations.

2.    Delivery Period, Transport Insurance

The conclusion of the contract takes place under the provision that SCS itself has been delivered proper and correct by its suppliers. In case of unavailability or partial availability of the ordered goods in so far as such failure is a result of circumstances beyond the control of SCS or which cannot be overcome by SCS using its commercial reasonable efforts, the buyer will be informed immediately and any payments will be refund to the buyer without undue delay. If it’s in his interest a partial delivery to the buyer is possible.

If SCS, at the request of the buyer, ships the goods sold to another place than the place of performance, the risk of damage to or loss of the goods shall pass to the buyer when SCS has handed the goods over to the forwarder, carrier or other person or body specified to carry out the shipment. SCS will effect transport insurance for all deliveries, whose charges have to be paid by the buyer as part of the transportation fee.

3.    Prices, Conditions of Payment

Valid prices (VAT included) are those published in the latest price lists, in the SCS web store, or stated in the corresponding order confirmation in each case plus the additional delivery charges. Delivery charges within the territory of Germany amounts to 8 Euro per delivery. Shipping and handling to foreign countries can be personal requested and for the most part are listed under the link “Versandkosten/shipping and handling”

If the invoice does not contain any other terms, pay­ments are due within 14 days after the due date and receipt of an invoice. A payment only takes place when the respective amount has completely been transferred to the SCS bank ac­count. This is also valid in case of payments by checks or bills of exchange. All handling fees that may be charged by the involved banks are at the expense of the buyer. Payments in advance by the buyer will not receive interest from SCS.

Set-off against a claim in dispute and/or against a appealable claim is excluded.

If the buyer does not effect payment in due time, SCS is entitled to charge default interests. The default rate of interest per year is eight percentage points above the basic rate of interest. For each warning notice, a reminder fee of 5 Euros will be charged. In case of any outstanding/ past-due accounts, SCS is eligible to immediately interrupt the delivery of goods, or only ship them after prepayment or by cash on delivery (COD).

4.     Retention of title

Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until SCS has received payment in full of the price of the goods. After termination of the contract SCS has the right to retake, sell or otherwise deal with the goods.

Until such time as the property in the goods passes to the buyer, the buyer shall be entitled to resell or use the goods in the ordinary course of its business. Any claim of the buyer that occurs from the sale of goods delivered under retained ownership is hereby already now assigned from the buyer to SCS (VAT included). If the goods are processed or reshaped by the buyer and if processing is done with goods that SCS has no property in, SCS shall become co-owner of the goods. The same shall apply if SCS ’s goods are completely reshaped and mixed with other goods.

In case of a delayed payment or completely suspension of payments by the buyer, SCS is entitled to claim that the buyer gives his buyers notice of the assignment to SCS and provides all necessary information and documents for the enforcement of the claim through SCS. SCS shall release on demand of the buyer any part of the collateral if the value of the collateral held in favour of SCS exceeds the value of the claims to the amount to 10% being secured.

5.    Warranty / Limitation of Liability

The buyer shall examine the goods as required by German law (§377 HGB of the German Commercial Act) and in doing so check any delivery in any respect. The buyer is obliged to make complaints for visible defects within one week, otherwise the sales contract is deemed to be fulfilled.

The standard limitation period is one year and commences with the delivery of the goods. The following claims are not subject to the statute of the one year limitation period. Claims of damages which are based on intent or gross negligence, injury to life, body or health due to negligent breach of duty by SCS or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of SCS.

In case of doubt, the buyer has to prove that the defect already existed at the time of delivery. The product is free from defects if there is only an irrelevant deviation from the agreed quality.

Any claim by the buyer which is based on any defect in the quality or condition of the goods shall be notified to SCS within reasonable time from the date of delivery. The buyer is entitled to demand the delivery of any substitute goods or repair.

Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the goods is notified to SCS in accordance with these Conditions, SCS shall be entitled at SCS sole discretion to either replace the goods free of charge or repair the goods. If SCS is neither ready nor able to either repair or replace the goods the buyer shall be entitled at the buyer’s sole discretion to claim for a reduction of price or the cancellation of the contract or ask for damages. The buyer may not cancel the contract if the defect is trivial.

Reported software errors must be replicable at SCS or the respective programmers in order to be accepted as fault. This warranty does not cover defects in or damages to the products which are due to improper installation or maintenance.

6.    Intellectual Property Rights

As the case may be the systems and software delivered by SCS are often subject to any intellectual property rights including patents, know-how, trademarks, copyright, design rights, utility rights, database rights and other rights held by SCS and third parties. No right or license is granted to the buyer, except the non-exclusive right to use or re-sell the goods in the buyer's ordinary course of business. All intellectual property rights remain with SCS and/or the respective third party.

7.    Applicable Law, Jurisdiction

The legal relationship with the buyer shall be governed by and interpreted in accordance with German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The buyer submits for all contractual disputes arising from this Contract of Sale to the exclusive jurisdiction of the German courts. Place of jurisdiction is the domicile of SCS and therefore Hanau.