Terms and Conditions
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User Chat Rooms: Hugo Sachs Elektronik may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. Your participation in on-line communications occurs in real-time and is not edited, censored, or otherwise controlled by us. Further, we cannot and do not screen content provided by users of this Site. Hugo Sachs Elektronik, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. You agree, however, that we have the right to monitor this Site electronically from time to time to disclose any information as necessary to satisfy any law, regulation, or other governmental request, to operate our services properly, or to protect ourselves or our subscribers.
General provisions – area of application
All conditions agreed between us and the orderer for performance of contract are fixed in writing in these provisions.
Our business terms and conditions shall apply only to companies in compliance with section 14 German Civil Code.
Conclusion of contract
We shall be entitled to accept the contractual offer made for the order or for the commission two weeks upon receipt by us. Acceptance may be made either in writing or by delivery of the goods to the orderer or by execution of the (customer) service.
We shall confirm receipt of order, should the orderer order the goods by electronic way. Confirmation of receipt shall not constitute any binding order acceptance yet. The confirmation of receipt may be made together with the declaration of acceptance.
Conclusion of contract shall be made under the reservation as to the orderer himself obtaining correct supplies in due time by our sub-suppliers. Therefore, we shall take no procurement risk to the extent that we are not responsible for any incorrect or undue delivery. The orderer shall be notified immediately, in case of non-availability of the service. The counter-service shall be restituted immediately.
If the orderer made the order by electronic way, we shall store the contractual text and send it with e-mail to the orderer together with these General Terms and Conditions, if so requested by the orderer.
We shall reserve the right of property and the copyright in any pictures, drawings, calculations and other documents. This provision shall apply also to any written ‘classified’ documents. The orderer shall have received our written consent before forwarding such documents to any third person or entity. Drawings and any other documents appertaining to offers shall be restituted upon request.
Technical and design deviations from descriptions and specifications in our prospects, catalogues and written information material as well as changes in the models, construction or material in the course of technical progress shall be reserved and we shall not be held responsible for any claims resulting from these possible changes.
Prices – payment conditions
We shall direct whether the supplier pays the purchase price by transfer order or by cash in advance. Export deliveries shall be paid by cash in advance or by irrevocable clean credit net.
Unless otherwise specified in the confirmation of order, the net purchase price (without deduction) shall be paid within 30 days as of invoicing date or, within 14 days at 2% discount. The orderer shall be considered to be in default after expiry of 30 days as of invoicing date. We shall grant 3% discount for cash in advance payment of deliveries. During default, the orderer shall bear interests on his obligation amounting to 8% over the base interest rate. We shall reserve the right to provide evidence on a larger loss and claim these damages. (Customer) services shall be due for payment without deduction immediately upon approval and receipt of invoice.
The orderer shall be entitled to balancing of accounts when his counter-claims are justified, uncontested and acknowledged by us. In addition, the orderer shall be entitled to pay restraint only insofar as his counter-claim is based on the same contract.
Term of delivery
Compliance with our delivery obligations always shall be subject to due and proper fulfillment of the orderer’s obligations. In the event of non-compliance with any deadline for reasons we are not responsible for, the term shall be extended appropriately.
In case of acceptance delay or faulty non-compliance with other co-operation obligations by the orderer, we shall be entitled to claim restitution of damage so incurred including possible additional related expenses. We reserve the right to claim further possible damages.
Under the preconditions specified in sub-section 3. above, the risk of possible loss or coincidental deterioration of goods shall devolve upon the orderer at the moment of him falling into acceptance delay or delay in payment obligations.
We shall not be considered to be in delay in the event of nondelivery, undue or incorrect self-delivery by our sub-suppliers. At any time, we shall be entitled to partial delivery or partial services in the scope reasonable for the orderer. The conditions for payment specified under § 3 shall apply accordingly.
During agreed customer service dates the orderer shall allow free access to the equipment and unrestricted access to the appertaining diagnosis and user programs, documentation etc..
We shall be liable in compliance with legal provisions insofar as the purchase contract constitutes a firm bargain according to section 286, sub-section 2 no. 4 German Civil Code or section 376 German Commercial Code. We shall also be liable under the statutory provisions, should the orderer be entitled to claim lack of interest in continuing fulfillment of contractual obligations as consequence of our willful neglect of contractual duties.
We shall also be liable under the statutory provisions, should the reason for delivery delay be caused by our willful or gross negligent non-performance; we shall also be liable for non-per-formance of our agents or vicarious agents. Our liability for damages shall be limited to the typical damage to be expected if the delivery delay is caused by our willful non-performance of contract.
We shall also be liable according to statutory provisions if the delivery delay is caused by our non-compliance with major contractual obligations, however, in such case our liability shall be limited to the typical damage to be expected.
Additional legal claims and titles of the orderer shall be reserved.
Risk passage – packaging costs
Unless otherwise specified in the confirmation of order, delivery “as of factory” shall be considered as agreed; this means, that the risk (object and price risk) in any case passes to the orderer as soon as the goods are handed over to the freighter, freight forwarder or carrier person or as soon as the goods left the warehouse for shipment. The risk shall pass to the orderer at the moment of notification of readiness for shipment if dispatch of goods was delayed upon the customer’s request or becomes impossible through no fault of us.
Packaging for transport and other packaging in compliance with packaging regulations shall not be taken back. The orderer shall be obliged to dispose of the packaging at his own expense.
We will provide for insurance coverage for the delivery, if so requested by the orderer; costs for this insurance shall be borne by the orderer.
Liability for defects
Basically, the customer shall be entitled to decrease the remuneration or to withdraw from contract, at his own discretion, should our subsequent performance fail to be successful. However, the orderer shall have no right to withdrawal, if non-per-formance is of minor scope only, especially regarding minor defects of goods or services.
The orderer shall be entitled to claim damages under the precondition that he fully complied with his statutory examination and reprimand obligations under section 377 German Commercial Code. The orderer shall be obliged to provide evidence for any and all preconditions for claiming of damages, especially for the damage itself, the time of discovery of the damage and for the letter of complaint in due time.
The orderer shall not be entitled to claim damages if he chooses withdrawal from contract due to legal or material defects prevailing after failure of subsequent remedying performance. If reasonable for the orderer, the goods shall remain with him, if he chooses compensation for damage after failure of subsequent remedying performance. The compensation shall be limited to the difference between purchase price and value of the defective goods. This provision shall not apply in the event of fraudulent breach of contract by us.
The expiry term for damage claims shall be one year after receipt of goods. This provision shall not apply, if the orderer has failed to notify us of the deficiency in due time (subsection 3. of this section). We shall give no warranty for consumable parts subject to natural consumption during application.
It is understood that the nature of goods is always as determined in our product specifications. In contrast, public statements, appraisals or advertisements shall not constitute any contractual specifications of the quality of goods.
Should the orderer receive a faulty installation instruction, we shall be obliged to furnish a faultless installation instruction only, however, only as long as the faulty installation instruction impeded proper installation.
The orderer shall not receive any legal warranty from us. As far as the manufacturer guarantees the quality of goods or as far as he guarantees that the goods will not lose a certain quality over a certain period of time, irrespective of the legal claims, the orderer shall be entitled to the claims based on the manufacturer’s guaranty under the conditions specified in the letter of guaranty or in the relevant advertisement.
The expiry term for any possible faulty (customer) services shall be 12 months. The expiry term shall commence as of the date of acceptance.
Limitation of liability
In the event of breach of duty with slight negligence, our liability shall be limited to the foreseeable direct average damage as typical for such contract. This provisions shall also apply to breach of duty with slight negligence by our legal representatives or sub-contractors. We shall not be liable for breach of minor contractual duties with slight negligence.
The liability limits specified above shall not apply to the orderer’s claims based on product liability. In addition, the liability limits shall not apply to the orderer’s physical injury or health damage or death in our responsibility.
The orderer’s claims for damage based on a defect shall expire after one year as of receipt of goods by the orderer. This provision shall not apply if we are chargeable with fraud.
The orderer shall be obliged to careful treatment of goods; in particular, he shall be obliged to take up insurance against damage by fire, water and theft at his own expense, covering the value before use. The orderer shall perform possibly required maintenance and inspection work in due time and at his own expense.
The orderer shall notify us immediately in writing of any attachments or third party’s actions, so that we are able to sue according to section 771 German Rules of Civil Procedure. The orderer shall be liable for the loss incurred by us, in the event that the third party is not able to reimburse to us the court and out-of-court costs of the litigation according to section 771 German Rules of Civil Procedure.
The orderer shall be entitled to resale of goods in the ordinary course of business. However, the orderer already in this moment assigns to us any and all claims amounting to the invoice sum (including VAT) of our receivables, resulting from resale to his buyers or third parties, irrespective of whether the goods were resold without or after further processing. The orderer shall remain entitled to collect these receivables also after assignment. Our authorization to collect these receivables shall not be affected by this provision. However, we shall not be entitled to collect these receivables as long as the orderer complies with his payment obligations resulting from the proceeds thereof, as long as he does not fall in delay of payment and especially as long as involuntary insolvency was not requested or payment was not suspended. But if so, the orderer shall be obliged to inform us about the claims assigned and their debtors and about any and all data required for collection. The orderer shall surrender any and all appertaining documents and notify the debtor (third party) of the assignment.
Should the orderer process of rebuild the goods, this action is always performed for us. If the good is processed with other parts not belonging to us, we shall gain co-ownership in the new good in the ratio of the good’s value (invoice sum including VAT) to the other parts used for processing, at the moment of processing. For the rest, the same provision as for the goods delivered under reserve shall apply to the object resulting from processing.
In the event that the goods were processed and mixed inseparably with other parts not belonging to us, we shall gain coownership in the new good in the ratio of the good’s value (invoice sum including VAT) to the other parts admixed at the moment of admix. In the event that the admixing changed the object to become the orderer’s main object, it shall be understood that the orderer assigns to us pro rata co-ownership. The orderer shall safekeep for us the sole ownership or the coownership resulting from such action.
We shall be obliged to release the securities due to us upon request by the orderer, insofar as the value of our realizable securities does exceed the claims to be secured by more than 10%. Selection of securities to be released shall be at our discretion.
Place of jurisdiction – place of performance
The law of the Federal Republic of Germany shall apply; UN purchase law shall be excluded.
Unless otherwise specified in the order confirmation, our headquarters shall be place of performance.