1. General Information
The following General Terms and Conditions (T&C) are part of every contract between Protosemi GmbH and the customer. This also applies to all future services, unless the T&C are explicitly agreed upon again. Deviations from this contract are only effective if agreed upon in writing and are only valid after written acceptance by Protosemi GmbH. Silence on our part with respect to the conditions of the customer is in no case considered as acceptance or consent. The order confirmation on our part is decisive for the contract.
2. Conclusion of Contract
Our offers are subject to change and non-binding with a validity of 30 days. An order by the customer is considered as agreement to the terms and conditions listed here and as a binding contractual offer to Protosemi GmbH. The acceptance of the contract can be made either in writing, by email or the order confirmation, or by delivery of the goods. Telephone orders are accepted at the risk of the customer.
3. Pricing
All prices are quoted in Euro or USD and, unless otherwise agreed or indicated, Free Carrier (INCOTERM2010 “FCA”), plus VAT at the statutory rate. Any taxes, customs duties, other fees or charges, as well as additional special shipping, packaging and insurance costs shall be borne by the customer.
4. Terms of Payment
Payment of the invoice amount must be made in EURO or if agreed in USD within 30 days of the invoice date. The receipt of payment on the account of Protosemi GmbH is decisive for the expiration of this period. A payment always applies to the oldest outstanding invoice of the Customer. In the event of overdue payment, interest of 10% will be charged. The Customer is not entitled to withhold or set off payments, not even for complaints or counterclaims. The buyer shall not be entitled to any claims due to delayed invoicing.
5. Shipping, Packaging and Insurance costs
The shipping is done with FedEx Standard. If a Express delivery is desired, this must be mentioned at the time of ordering and will result in a shipping surcharge of 20.00 Euro within Germany.
6. Foreign Delivery
Special agreements are required for deliveries abroad. International shipping is done by FedEx as standard. Protosemi GmbH is not obligated to deliver export goods to the domestic market and to ship goods intended for the domestic market to foreign countries. He is obligated to request proof of export. For deliveries to foreign countries, the prices are net prices. The invoice amount is due without deduction within 30 days of the invoice date, unless other agreements have been made. For deliveries abroad, customs clearance and any duties shall be borne by the customer.
7. Delivery and Acceptance deadlines
The delivery periods are decisive for the time of delivery ex warehouse. They only apply approximately and at the time of the offer. A reasonable extension of the delivery time will be granted if the customer does not meet his obligations or if the delivery is delayed due to unforeseen and non-culpable or extraordinary events at the factory of Protosemi GmbH or at his suppliers. Claims for damages due to non-performance or delayed performance are excluded.
8. Retention of Title
The goods remain the property of Protosemi GmbH until full payment of the purchase price including all subsidiary claims and other present or future claims by the customer. In the case of resale of the delivered goods by the purchaser, the resulting claim is automatically transferred to Protosemi GmbH. The purchaser collects the claims on behalf of Protosemi GmbH and must keep incoming monies separately, which he must transfer to Protosemi GmbH immediately after receipt. The customer is not permitted to dispose of these goods outside the ordinary course of business, e.g.: pledging or transfer of ownership by way of security.
9. Transfer of Risk
All risk shall pass to the customer as soon as the delivery leaves the factory or is made available to the customer.
10. Liability and Defects
Complaints about the quality of the goods must be made immediately after they have been discovered, but no later than 7 days after receipt of the consignment, without prejudice to any earlier statutory duty to notify. If the complaint proves to be justified, a replacement will be delivered free of charge and carriage paid to the original receiving station. Further claims such as redhibitory action or reduction, compensation for damages or wages, penalties for delay etc. are excluded.
11. Warranty
Protosemi GmbH grants a warranty of 90 days on all articles. The warranty period begins as soon as the delivery leaves our factory.
12. Right of Withdrawal
The prerequisite for the obligation to deliver is the unconditional creditworthiness of the customer. If Protosemi GmbH receives information after conclusion of the contract which does not make the granting of credit in the amount resulting from the order appear completely unobjectionable, or if facts arise which give rise to doubts in this respect, in particular a considerable deterioration of financial circumstances, cessation of payments, business prospects, bankruptcy, liquidation, transfer, etc. or if the customer pledges inventories, outstanding accounts or purchased goods or orders them as security for other creditors or does not pay due invoices despite reminder, Protosemi GmbH is entitled to demand possible advance payment or security or to withdraw from the contract.
13. Exchange
In case of an article exchange, the customer is obligated to deliver an identical defective article to Protosemi GmbH within 8 working days. If the returned article proves to be unusable, Protosemi GmbH reserves the right to return the defective article to the customer within 8 working days and demand the full purchase price of the replacement article.
14. Place of Performance and Jurisdiction
The place of performance and jurisdiction is the registered office of Protosemi GmbH and the local court responsible there.
The contractual and non-contractual relations between the customer and Protosemi GmbH are exclusively subject to the law of the Federal Republic of Germany.