General terms and conditions
I. Contractual partner
- These terms and conditions are a binding part of the agreements between our customers and SMART IN OVATION GmbH, Meitnerstrasse 10, D-70563 Stuttgart, hereinafter referred to as 'SIO'.
- Our offer is aimed only at commercial customers.
II. Scope of deliveries and services
- SIO delivers its own or third-party products (so-called merchandise) in accordance with commercial law and provides development, installation and training services in accordance with contract law.
- For the scope of deliveries and services for service contracts, the jointly agreed upon binding specification is decisive. If a contract has been concluded without a specification, the written order confirmation from SIO is authoritative.
- SIO owes the confirmed service ex works, excluding packaging and insurance.
- Installation, examinations, training and advice on site will be invoiced separately according to expenditure. In the case of adaptations or improvements owed by SIO, the customer is not charged for the amount of time that is due for this.
- If several individual components are sold in one offer, it cannot be concluded that they can be integrated into a system or that system integration can be demanded.
- The customer is responsible for complying with safety-related requirements when operating the machines or systems and ensuring an electromagnetically compatible environment for the operation of the delivered products.
- Unless otherwise instructed, the customer creates operating instructions for the developmental products in a manner that is adapted to the end customer. Technical documentation from SIO can be replaced by instruction from the customer in the case of special developments, especially in the case of expected further development.
- In the case of technically or commercially justified changes to series production orders, the customer absorbs the costs for the order changeover and for materials that cannot be returned to the SIO supplier.
- If SIO delivers products that were not manufactured in-house (merchandise), the performance description of the respective manufacturer is decisive.
III. Transfer of risk
The risk is transferred to the customer if the goods have been dispatched or picked up. The packaging is done with the best care. Shipping is at SIO's discretion.
IV. Retention of title
- The goods remain the property of SIO until all claims against the customer arising from the business relationship have been fulfilled. Pledging or transfer by way of security is prohibited beforehand. The customer must immediately notify SIO of any attachment or other impending impairment of SIO's rights.
- The customer may sell the goods delivered under retention of title in the ordinary course of business, unless he is in arrears with a due payment. If he sells goods subject to retention of title, he hereby assigns to SIO the claims to which he is entitled from his resale with all rights and guarantees in the amount of 120% of the sales price of the goods subject to retention of title. The customer must immediately notify the buyer of the assignment and provide SIO with the information and documents necessary to assert their rights from the assignment. This assignment is binding until all claims of SIO from this contract have been repaid.
V. Deadline for deliveries and services
- The specified delivery times are approximations. Delivery dates are only binding if they have been expressly agreed to by SIO to the exact day. They are subject to the condition that the necessary information and documents from the customer are received by SIO or at the commissioning location without delay and in the course of processing, and subject to force majeure or other performance obstacles not attributable to SIO itself or to SIO a supplier. In these cases, the delivery times are extended accordingly. The same applies in the event that SIO is not supplied on time or properly.
- SIO is entitled to make partial deliveries or services that have to be paid for separately. If a customer is in arrears with the payment of a partial delivery or service, SIO is entitled to claim an advance payment of 50% of the remaining purchase price or wages and to defer the further execution of the contract until receipt of the payment.
- The goods purchased on call must be completely called off within 12 months, otherwise the entire purchase price is due for immediate payment even without a call.
- In the event of delivery of development services, in particular software, or customer-specific adaptations, the customer accepts the service with a function test to be carried out immediately after delivery.
- The acceptance is deemed to have been completed if the customer uses the contractual object, intervenes in it independently or if the acceptance does not take place within 14 days after delivery.
- Services provided in the service contract (SIO carries out work in accordance with the stipulations) are deemed to have been performed upon delivery if the customer does not object within a period of 7 working days from delivery. The delivery is then the same as the acceptance.
- Upon acceptance, the service is deemed to have been performed in accordance with the contract. From here on out changes, including bug fixes, are only possible as part of a renewed order for further development.
VII. Prices and terms of payment
- The prices apply ex works excluding packaging, insurance, assembly, installation and instruction. The currency is Euro (€). The current price lists apply, offers are subject to change.
- SIO reserves the right to deliver the products only against cash payment. Otherwise, the payments must be made to the SIO paying agent. SIO is not obliged to accept bills of exchange or checks.
- In the event of a delay in payment or a delay in acceptance by the customer, SIO is entitled to charge interest at a rate of 8 percentage points above the current base rate of the Deutsche Bundesbank.
- In the event of performance defects, the customer can only offset claims that are undisputed or have been legally proven.
VIII. Environmental Protection
SIO implements the relevant provisions of the ElektroG (known as ROHS and WEEE guidelines) in the following way:
According to §7 ElektroG, all self-made products from 13.08.2005 onward are additionally marked with the delivery date and recycling symbol. According to §10, a general, free return obligation between SIO and the user is considered as not agreed. SIO generally only delivers its products to non-private users.
The substance bans referred to in §5 ElektroG with appendices currently do not apply to products manufactured by SIO, even after July 1st, 2006. If there are any legal changes that have a direct impact on the material composition of SIO products, SIO will immediately implement the appropriate measures for more environmentally friendly ingredients.
IX. Warranty, liability for defects
- SIO guarantees the faultless function of the delivered products in the contractually agreed scope for a period of 12 months from the day of delivery. If parts or services become unusable during this period or if their usability is significantly impaired or if guaranteed properties are lacking, SIO will, at its option, repair or provide new parts or services free of charge.
- The warranty extends to the free repair service and the exchange of defective parts or services at SIO.
- In the interest of damage limitation, the customer is obliged to report defects immediately and have them rectified.
- Wear parts are excluded from the warranty obligation.
- If the customer or a third party intervenes independently in the delivery item or by its improper use, the warranty obligation is canceled.
- In the case of merchandise (see II. 9.), the warranty and guarantee terms of the respective manufacturer are decisive.
Claims for damages are excluded. This does not apply if liability is mandatory, e.g. according to the Produkthaftungsgesetz, in cases of intent, gross negligence, due to injury to life, limb or health or due to the violation of such obligations, the fulfillment of which enables the proper execution of the contract in the first place and the compliance of which the contractual partner regularly may trust (essential contractual obligations). The claim for damages for the violation of essential contractual obligations is, however, limited to the contract-typical, foreseeable damage, unless there is willful intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations. This limitation of liability applies to the customer accordingly.
- SIO reserves the ownership and copyright exploitation rights to all documents, programs and other intellectual products without restriction. Documents, in particular detailed circuit diagrams or program listings, may only be made accessible to third parties with the prior written consent of SIO. This also applies if the product was developed solely for the customer and / or all plans or the source code for software has been handed over to him.
- SIO has an unlimited right of use for the products it has developed.
If in the course of project processing it becomes impossible to achieve the original goal, the general legal principles apply with the following standard: If the impossibility is due to the fault of SIO, the customer is entitled to claim damages. However, the claim for damages is limited to 5% of the value of that part of the delivery or service which, due to the impossibility, cannot be put into appropriate operation. Claims for damages by the customer exceeding this 5% limit are excluded unless there is mandatory legal liability.
XIII. Final provisions
- Only the content of these terms and conditions is binding for the relationships between the contractual partners. Subsidiary agreements, changes and additions must be made in writing to be effective. This written form requirement can only be waived in writing.
- SIO hereby expressly objects to the business and purchasing conditions of the customer. You only commit SIO if it has expressed its written consent.
- Place of jurisdiction is the seat of SIO. German law applies to the exclusion of the UN purchase law.
- These conditions remain binding in their remaining parts even if individual points are legally ineffective. The parties commit to replacing ineffective provisions with those that come economically closest to the will of the contracting parties when the contract is concluded and to the objectives of the contract.
Stuttgart, September 2018