General Trading Conditions of the SEIKA Mikrosystemtechnik GmbH

1. Offers

1.1 All offers of the SEIKA Mikrosystemtechnik GmbH are provisial.

1.2 All data in catalogs, folders and suchlike are only relevant if the order confirmation of the SEIKA Mikrosystemtechnik GmbH takes reference expressly on it.

2. Contract conclusion

2.1 The contract is legally valid, if the SEIKA Mikrosystemtechnik GmbH mailed or faxed a written order confirmation or sent the articles after receipt of the order.

2.2 Subsequent changes and additions of the contract require the written confirmation to their validity.

3. Prices

3.1 Current prices are ex work (EXW) of the SEIKA Mikrosystemtechnik GmbH excluding packing, loading and tax. If delivery is agreed, than this will charged seperately as well as a transport insurance.

3.2 Current prices are calculated at the time of the quotation. If the costs should changed, the SEIKA Mikrosystemtechnik GmbH is justified to adapt the prices to the costs to the time of the delivery according to legal regulations.

4. Deliveries

4.1 The time of the delivery begins latest with one of the following times:

a) date of order confirmation,

b) date of fulfilment of technical, commercial or other conditions wich are required from the buyer,

c) date at wich the seller receives goods before supply and/or a letter of credit is placed.

The time for delivery only beginns, if all due liabilities of the customer are fulfilled, which exist beyond the date of payment and no payment delay is given at present.

4.2 The SEIKA Mikrosystemtechnik GmbH is justified to accomplish and to charge partial deliveries or early deliveries.

4.3 The adherence to the agreed delivery date applies subject to unforeseeable or unintended circumstances, as for example all cases of force majeure, wartime situations, official interferences and prohibitions, delay of transport, costums and supplier delay, transport damages, shortage of energy, rejections of large or important material/equipment, industrial action and furthermore. These aforementioned circumstances entitle the SEIKA Mikrosystemtechnik GmbH to postpone the supply for the duration of their being plus an appropriate starting time or withdraw from the contract because of the not fulfilled part totally or partly. This circumstances entitle also to an extension of the delivery time if they occur at suppliers.

4.4 If the sending is not possible or is not wished of the buyer without responibility of the SEIKA Mikrosystemtechni GMBH the SEIKA Mikrosystemtechnik GmbH is entitled to store the goods at expence of the buyer, whereby the supply is considered as furnished. The agreed terms of payment thereby are not changed.

4.5 Even if the SEIKA Mikrosystemtechnik GmbH represents the disregard of obligatorily assured periods and dates, the buyer does not have a requirement on delay compensation, unless it is present culpable negligence. All requirements going beyond it are impossible, unless it is present culpable negligence.

4.6 The term delivery date in documents of the SEIKA Mikrosystemtechnik GmbH describes the date of the dispatch to the buyer (transfer to the carrier ex work).

5. Execution and passing of risk

5.1 Risk assumption is automaticly transferred to the contract partner latest at the time of leaving the supply from factory (EXW) or at transfer to the carrier. This is independently of the agreement for delivery terms (e.g. incoterm). This applies even at an assembly or if transport is accomplished or organized by the SEIKA Mikrosystemtechnik GmbH.

6. Terms of payment

6.1 The payment is to be agreed upon special conditions or the payment is cash without any deduction free cashier in agreed currency.

6.2 The buyer is not entitled to hold back payments or set-off, unless this concerns undisputed or validly determined demands.

6.3 As the date of payment is meant the date of the inpayment at the cashier office of the SEIKA Mikrosystemtechnik GmbH.

6.4 In the event of buyers default the SEIKA Mikrosystemtechnik GmbH is authorized to

a) postpone the own obligations up to the effectuation of the backward payment or other obligations of the buyer,

b) take an appropriate extension of the delivery time,

c) to charge the totale account of the still unpayed price and

d) to charge interests at the amount of 12% per annum plus tax or

e) resign from the contract in case of passing the extension.

6.5 Up to the complete fulfilment of the buyer financial obligations the SEIKA Mikrosystemtechnik GmbH reserves itself the proprietorship at the object of the purchase. This retention of title affects also the further processing of the article. The retention of title applies up to the complete satisfaction of all demands. The buyer must follow the necessary formal requirements for keeping the retention of title. With seizing or other demand the buyer must refer to the property of the SEIKA Mikrosystemtechnik GmbH and inform them immediately.

7. Guarantee

7.1 The SEIKA Mikrosystemtechnik GmbH is commited to fulfilment of the agreed upon terms of payment to repair within condition by the following regulations to repair every defect who impairs the operability based on design fault, material defect or processing error.

7.2 The guarantee period amounts two years. The guarantee period beginns at the time of the passage of the risk.

7.3 The warranty claim just originates by written information. The at this way informed SEIKA Mikrosystemtechnik GmbH can choose between the replacement of the pieces or the repair (locally or after forwarding).

7.4 For locally guarantee work the necessary workers and tools are provide free of charge. Replaced parts becomes the property of the SEIKA Mikrosystemtechnik GmbH.

7.5 For those parts of the commodity wich referred the SEIKA Mikrosystemtechnik at suppliers the SEIKA Mikrosystemtechnik GmbH is responsible within the bounds of her guarantee against the supplier.

Is a commodity made based on due to construction data, drawing, modells or other specifications of the buyer, the responsibility of the SEIKA Mikrosystemtechnik GmbH extends only in accordance with the conditions. At sales of used goods, at repair orders or at reconstructions the SEIKA Mikrosystemtechnik GmbH does not give a guarantee.

7.6 Excluded from the guarantee are such lacks,

- wich were not arranged and assembled by SEIKA Mikrosystemtechnik GmbH,

- insufficient commissioned,

- overworking and overloading of the parts out of the declaration of the SEIKA Mikrosystemtechnik GmbH,

- careless and incorrect treatment,

- use of unsuitable operating supplieses.

This includes also lacks wich are due to material provided by the buyer. The SEIKA Mikrosystemtechnik is not responsible for damages wich are due to actions of third persons, atmospheric discharges, overvoltages and chemical influences. The guarantee does not involve the natural wear of the articles or part of it.

A case of guarantee is not present, if the product had the agreed upon condition at passage of the risk. A case of guarantee is especially not given in the following cases:

- at damage, which results at the customers abuse or inappropriate use (e.g. wrong polarity of the connections),

- at damage, which results from the fact that the respective products were exposed to harmful external influences at customers default against their specification (extreme temperatures, humidity, unusual physical or electrical demand, voltage fluctuations, thunderbolt, static electricity, fire).

7.7 The guarantee expires immediately, if without written consent of the SEIKA Mikrosystemtechnik GmbH the buyer themselve or a not expressly more authorized third person makes changes or repairs on the articles.

8. Resignation of the contract

8.1 In case of delivery delay, wich is due to culpable negligence of the SEIKA Mikrosystemtechnik GmbH, the buyer is justfied to resign the contract after unsuccessful end of a appropriate extension.

8.2 The resignation can be also explained by reasons above regarding a still open part of the supply.

8.3 In case of an bankruptcy proceeding of the party to the contract the SEIKA Mikrosystemtechnik GmbH is justified to resign the contract without an extension.

8.4 Regardless of the compensation the SEIKA Mikrosystemtechnik GMBH is justified to charge articles wich are finished. This applies also if the goods are not supplied to the buyer and for preparatory acts.

8.5 Other concequences of the resignation are not possible.

9. Liability

9.1 So far in these terms of delivery are no other regulations, the liability of the SEIKA Mikrosystemtechnik GmbH is limited to ordered or delivered items. Every other compensation is impossible.

10. Place of Performance, Place of Jurisdiction

10.1 The place of performance and jurisdiction for both contract parties is Kempten (Allgäu). The court of jurisdiction shall be the responsible court in Kempten (Allgäu)

Information:

Exclusively for the internal use we store the following data in our EDP: name, adress, payment conditions, balance, debit, credit, open posts and turnover for statistic

Internet: http://www.seika.de / http://www.seika.net

SZP1005