General Terms and Conditions (GTC) for business customers of SIMTECX GmbH 
Status: March 2020

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Responsible
Company: SIMTECX GmbH
Street no.: Bergstrasse 3
ZIP code city, country: 83413 Fridolfing, Germany
Commercial Register No.: HRB 26035
Managing Director: Manfred Mischko
Telephone number: +49 151 57364834
Email: office@simtecx.com

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§ 1 Scope
(1) The following General Terms and Conditions (GTC) apply to all business relationships between you as a business customer and SIMTECX GmbH. The version valid at the time the contract is concluded is decisive. Our terms and conditions apply exclusively; we do not recognize any terms and conditions that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. These general terms and conditions also apply if we provide the service without reservation in the knowledge of conflicting or deviating customer conditions. 

The following terms and conditions apply to all orders via our online shop for entrepreneurs (business customers).

Entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. These terms and conditions also apply to future business relationships with entrepreneurs, without us having to refer to them again. If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby contradicted; they only become part of the contract if we have expressly agreed to this.

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§ 2 Formation of a contract, storage of the text of the contract
(1) The following regulations on the conclusion of a contract apply to orders via our online shop in the division that applies to you.
Access to the respective divisions can be found in the area https://www.simtexx.com/registration.

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(2) In the event of the conclusion of the contract, the contract comes with the

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SIMTECX Ltd
Bergstrasse 3
D-83413 Fridolfing
HRB 26035
Registration court district court Traunstein

conditions.

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(3) Placing the products in the online shop does not constitute an offer, but a non-binding invitation to you to order these products from us. Your order by e-mail, in writing in text form or by telephone represents a legally binding offer to conclude a purchase contract. 

(4) We are entitled to accept your offer within 3 working days by sending an order confirmation by e-mail. After the period specified in sentence 1 has expired without result, your offer is deemed to have been rejected, ie you are no longer bound by your offer.

(5) Agreements, in particular verbal ancillary agreements, assurances or guarantees by our employees, only become binding once we have confirmed them in writing. Our patterns, samples and information about the materials and properties of our products are based on the information provided by our suppliers and our experience and expertise, but do not constitute a guarantee or any other binding assurance. Information about the composition and properties as well as other weight , dimension and service descriptions are only binding if their exact compliance has been expressly agreed.

(6) Only what has been recorded in writing is validly agreed.

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§ 3 Contract language, contract text storage
(1) The language available for the conclusion of the contract is German. 

(2) We save the text of the contract and send you the order data and our terms and conditions by email. You can also view the GTC at any time at https://www.simtecx.com/download → "GTC for business customers". 

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§ 4 Prices, shipping costs, payment, due date, default of acceptance
(1) The prices quoted are net prices in EUR plus loading, packaging, freight and, if applicable, insurance to be taken out only on the basis of special agreements and plus statutory sales tax.

(2) As a business customer, you have the option of paying in advance and on account.

(3) Payment is due when the invoice or other billing document is handed over or sent.

(4) If you have chosen to pay in advance, you undertake to pay the purchase price immediately after conclusion of the contract. We grant a 2% discount on payments in advance. 

(5) Unless otherwise agreed, payment must be made within 14 days of the due date without deduction.

(6) After the payment period of 14 days has expired, the default interest rate is 9 percentage points above the respective base rate. The assertion of further damage is not excluded, in particular we can claim a higher default interest charge if we can prove it. There is also a right to payment of a lump sum of 40 euros. The assertion of further damages remains reserved.

(7) If, after conclusion of the contract, it becomes apparent that our claim to the outstanding purchase price payment is at risk due to the buyer's inability to pay, we are entitled to make outstanding deliveries only against advance payment. We reserve the right to make further legal claims.

(8) If the buyer is in default of acceptance or culpably violates other obligations to cooperate, the seller is entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item also passes to the buyer at the point in time at which the buyer is in default of acceptance. In addition, the seller is entitled to withdraw from the contract and/or to demand compensation after setting a grace period of 7 days.

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§ 5 Delivery
(1) Unless we have clearly stated otherwise in the product description, all items we offer are ready for dispatch immediately. Nevertheless, we reserve the right to supply ourselves with items that we do not keep in stock. In case of delivery delays we will notify you immediately. The delivery takes place within 5 working days at the latest, but assumes that all technical questions have been clarified.

(2) Delivery periods and delivery dates must be stated in writing. The respective delivery periods begin with the conclusion of the contract. In the case of subsequently agreed changes to the contract, a new delivery date or a new delivery period must be agreed at the same time, if necessary.

(3) The delivery period is met if the delivery item has left our premises by the end of the period.

(4)   We are entitled to make partial deliveries to a reasonable extent.

(5) The customer can request us in writing four weeks after exceeding a non-binding delivery date or a non-binding delivery period to deliver within a reasonable period. We are only in default with this reminder. This does not apply if the above period of grace is unreasonably long; the appropriately long grace period then applies. 

(6) The deadline for delivery in the case of payment in advance begins on the day after the payment order to the bank commissioned with the transfer and for all other payment methods on the day after the conclusion of the contract. If the end of the period falls on a Saturday, Sunday or public holiday at the place of delivery, the period ends on the next working day.

(7) We assume that the goods will be transported without damage, however, in the case of mail-order sales, the risk of accidental loss and accidental deterioration of the goods arises when the goods are handed over to the forwarding agent, carrier or other person or institution responsible for carrying out the shipment you about. The handover is the same if you are in default with the acceptance.
IMPORTANT: If the goods are delivered with obvious damage to the packaging or the contents, please complain immediately to the carrier/freight service, if necessary refuse acceptance and contact us as soon as possible. This is the only way we can assert our rights against the freight forwarder/freight service. Please also inform us of any hidden defects after they have been discovered. Of course, your warranty rights as our customer remain unaffected. 

(8) Shipping costs are added to the stated product prices. The exact amount of the shipping costs will be agreed with you in writing.

(9) We only deliver by mail. Unfortunately, a self collection of the product is not possible. We also deliver to packing stations.

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Section 6 Force Majeure
If, for reasons for which we are not responsible, we do not receive the contractual delivery or service owed by our sub-suppliers despite proper and sufficient stocking up prior to the conclusion of the contract with the customer in accordance with the quantity and quality from our delivery or service agreement with the customer, no correct or not in time, or if events of force majeure occur, we will inform our customer in good time in writing or in text form. In this case, we are entitled to postpone the delivery for the duration of the hindrance, provided we have complied with our above information obligation and have not assumed the procurement risk or a delivery guarantee. The following are equivalent to force majeure: strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks or obstacles through no fault of our own, operational hindrances through no fault of ours - e.g. due to fire, water and machine damage - and all other hindrances which, from an objective point of view, are not our fault caused. 

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§ 7 Defective Goods
Should you ever find damage to the goods we have delivered, we always strive to find a mutually satisfactory solution. If the goods delivered by us are defective, we are entitled, at our discretion, to repair the defective item or to make subsequent deliveries. 

Please note:

(1) To examine the delivered goods for deviations in quality and quantity and to notify us in writing of any recognizable defects within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. The obligation to examine and give notice of defects does not apply if an examination is not reasonably reasonable, taking into account the specific circumstances.

(2) Hidden defects must be reported to us in writing within one week of discovery. Deadline is sufficient for the timely dispatch. It bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the point in time at which the defect was determined and for the timeliness of the notice of defects.

§ 8 Payment
The prices valid on the day of the order are decisive for you. All prices are net prices in EUR plus statutory VAT. In the case of mail-order sales, the price does not include packaging and shipping costs. 

You only have the right to offset if your counterclaim has been legally established or is undisputed; this restriction does not apply if your counterclaim is in a reciprocal relationship with our claim. You are only authorized to exercise a right of retention if your counterclaim is based on the same contractual relationship. 

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In principle, the following payment methods are available to you:

Payment in advance
If you pay in advance, you will receive an electronic message stating the amount to be paid and our bank details. Once your payment has been credited to our accounts, the ordered products will be sent to you as soon as they are available. We grant you a 2% discount for payment in advance.

The invoice
You pay the invoice amount after receipt of the goods and the invoice by bank transfer to our bank account. We reserve the right to offer purchase on account only after a successful credit check.

Credit card
When you place your order, you send us your credit card details at the same time. After your legitimation as the legitimate cardholder, we will request your credit card company to initiate the payment transaction immediately after the order has been placed. The payment transaction is carried out automatically by the credit card company and your card is charged.

PayPal
During the ordering process, you will be redirected to the website of the online provider PayPal. In order to be able to pay the invoice amount via PayPal, you must be registered there or register first, identify yourself with your access data and confirm the payment order to us. After placing the order in the shop, we ask PayPal to initiate the payment transaction. The payment transaction is carried out automatically by PayPal immediately afterwards. 

Instant bank transfer
After placing the order, you will be redirected to the website of the online provider Sofort GmbH. In order to be able to pay the invoice amount via Sofort, you must have an activated online banking account with PIN/TAN procedure for participation in Sofort, identify yourself accordingly and confirm the payment order to us. The payment transaction will be carried out immediately afterwards by Sofort and your account will be debited.

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IMPORTANT:   Even after your order, we reserve the right to exclude individual payment methods.

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§ 9 Retention of title
(1)   The goods remain our property until full payment.

(2) We reserve ownership of the delivery item until all claims against the customer have been settled, even if the specific goods have already been paid for. In addition, we reserve ownership of the delivered items until all claims arising from the business relationship, including those arising in the future, have been settled. The customer is obliged in all cases to keep the delivery items free of charge with the care of a prudent businessman.

(3) The pledging or security transfer of the reserved goods is not permitted. You must inform us immediately about enforcement measures by third parties on the goods subject to retention of title and hand over the documents necessary for intervention; this also applies to impairments of any other kind. Irrespective of this, you must inform third parties in advance of the rights to the goods. If the third party is not able to bear our costs of intervention, you are obliged to reimburse us. Furthermore, in the event of the resale or rental of the reserved goods, you assign to us as security the claims against your customers arising from the transactions mentioned until all of our claims have been fulfilled. If the goods subject to retention of title are processed, transformed or combined with another item, we acquire direct ownership of the item produced. These are considered reserved goods. If the value of the security exceeds our claims against you by more than 10%, we shall, at your request and at our discretion, release the securities to which we are entitled to a corresponding extent. Finally, as long as you are not yet the owner and the goods are already with you, you are obliged to insure the items adequately at your own expense against loss or damage, in particular through fire, water, burglary and theft and you have us in this case Request to give insight into the insurance policy. Insurance claims in this regard are also already assigned to us. If you are in arrears with one or more payments, in whole or in part, if you stop making payments or if court insolvency proceedings are pending, then you may no longer dispose of the goods we have delivered. In this case, we are entitled to withdraw from the contract, to take back the goods you have or to revoke the authorization to resell them. We are then also entitled to demand information about the recipients of the goods that still belong to us, to disclose the assignment of the claim and to collect the claim ourselves.

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§ 10 Warranty and Guarantees
The statutory liability for defects applies.

(1) In the case of material defects and defects of title that are not just insignificant, we are entitled to make improvements twice. If the nature of the item or the defect or other circumstances indicate that the rectification has not yet failed and further rectification can be reasonably expected of the contractual partner, we are entitled to further rectification._cc781905-5cde-3194-bb3b- 136bad5cf58d_

(2) For new goods purchased from us, we grant a warranty of one year from delivery of the goods. This does not apply to claims for damages due to defects or claims under the Product Liability Act. Section 11 applies to claims for damages due to a defect. Unless otherwise regulated in §11, the statutory limitation period applies to all claims for damages, even if they are based on a breach of the obligation to remedy defects. The limitation periods in the case of a delivery recourse according to §§ 478, 479 BGB remain unaffected.

(3) In order to avoid legal disputes, before enforcing your warranty claims, you are also obliged to make the goods subject to the complaint available to us for examination of the defect, at our discretion at your premises, by sending them to us or to one of us determine third parties. To agree on how to proceed, please contact us by email: office@simtecx.com.

(4) The limitation of the warranty period does not apply if we can be accused of gross negligence and in the event of bodily injury and damage to health attributable to us and loss of life on your part. Our liability under the Product Liability Act remains unaffected. Subsequent performance does not constitute acknowledgment i. s.d. § 212 BGB.  

(5) Warranty claims also expire if unauthorized third parties have interfered with the goods delivered by us or if changes have been made to them or consumables are used that do not correspond to our manufacturer specifications for the individual products delivered by us. If we replace individual components of the delivered items by way of repair, we acquire ownership of the removed components. In the event of a subsequent delivery, our company becomes the owner of the replaced products and/or components upon receipt of the replacement product by the contractual partner. Finally, in cases where defects in the products we have delivered cannot be proven to be detectable, we allow ourselves to charge a service fee depending on the effort involved, but usually EUR 80.00. We do not give you any guarantees in the legal sense. Manufacturer guarantees remain unaffected.

(6) Technically unavoidable deviations in quality, size, color or weight do not justify a complaint.

(7) The warranty does not apply to damage caused by:

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• behavior of third parties

• Improper use/overuse

• other fault of the buyer or a third party

• Loss, accident, lightning, water, fire, earthquake, volcanic eruption or other circumstances beyond our control

• Natural Wear

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§ 11 Limitation of Liability
(1) If you have suffered damage in connection with our products, we endeavor to find an amicable solution with you. Our liability and that of our vicarious agents is limited to the foreseeable, contract-typical, direct average damage in the event of slightly negligent breaches of duty. We exclude liability for slightly negligent breaches of duty, provided these do not relate to essential contractual obligations, damage from injury to life, limb or health or guarantees or claims under the Product Liability Act. The same applies to breaches of duty by our vicarious agents and our legal representatives. The essential contractual obligations include, in particular, the obligation to hand over the item to you and to give you ownership of it. Furthermore, we have to provide you with the item free of material and legal defects.

(2) We are only liable for our own content on our website. Insofar as we enable access to other websites with links, we are not responsible for the external content contained there. We do not adopt the external content as our own. If we become aware of illegal content on external websites, we will immediately block access to these pages. 

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§ 12 Data Protection 
We take the issue of data protection very seriously and collect, process and use your data in accordance with the data protection regulations of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). For detailed information on the subject of data protection, please refer to the data protection declaration.

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§ 13 Choice of Law, Place of Jurisdiction
If you are an entrepreneur, then German law applies to the exclusion of the UN Sales Convention.
If you are a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you is our place of business.

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§ 14 Final Provisions
Should individual provisions of these terms and conditions or the contract concluded with you prove to be wholly or partially ineffective or unenforceable or become ineffective or unenforceable as a result of changes in legislation after the conclusion of the contract, the remaining contractual provisions and the effectiveness of the contract as a whole remain unaffected.

SIMTECX GmbH, Bergstrasse 3, 83413 Fridolfing