General Terms and Conditions

1. Scope of application
   1. Offers, orders, deliveries and services of KTS Electronic GmbH & Co. KG are carried out only under the inclusion of our standard business conditions.
   2. The standard business conditions apply for all current and future business relations. They are valid during the period of business relations, so that it is not necessary to send these terms in every case of a business transaction.
   3. Differing, contrary or additional conditions are no element of contracts, unless their application is agreed to in written form.
2. Prices
   1. The agreed prices are based upon the turnover tax which is valid on the day of delivery.
3. Payment
   1. The purchase price is due by ordering and has to be paid before delivery.
   2. The customer is not entitled to set-off own claims unless they are legally determined or indisputable.
4. Delivery and transfer of risk
   1. An obligation for a scheduled delivery date only exists, if it is agreed upon the parties.
   2. In case of delay in delivery the contracting party has to set an appropriate extention of time of at least 2 weeks.
   3. The delivery time will be prolonged adequately if the customer is responsible for the delayed delivery.
   4. In default of a particular delivery clause in the contract the delivery item obtains as delivered from that point of time when the goods are ready to be picked up. The transfer of risk merges to the customer by delivery of goods.
   5. If the seller agrees to deliver the goods at buyer’s request the transfer of risk merges to the customer from that time on when the first carrier takes delivery of goods.
5. Reservation of proprietary rights
   1. We reserve the right of property in goods until complete and definite settlement.
   2. The customer is committed – as long as the equipment is not in his possession – to handle the goods with care. In particular the customer shall insure high quality goods at replacement value against fire, water and theft.
6. Warranty
   1. We grant a 2-year warranty on all goods delivered from us.
   2. The co-contractor should check the delivery immediately after receipt. If any shortcomings are noticed, they must be brought to bear in written form directly (at least within 2 weeks). For inspection the rejected goods must be available to us.
   3. In line with the warranty our co-contractor is entitled to require the remediation of defects and - should they be irrevocable - claim the delivery of intact goods.
   4. The warranty claim expires in case of inpropriate treatment or gross negligence. The same applies, if there should be any constructional manipulations performed on the goods.
   5. For the project outlay in case of unjustified complaints we reserve the right to charge a 20 % flat fee of the amount invoiced (this regulation does apply to necessary controls, customs, re-storage, return shipment etc.). The amount of damage has to be estimated higher or lower if the seller can verify a higher and the customer a lower damage.
7. Liability
   1. Liability of the seller in case of slight negligence is excluded. This does not apply by culpable breach of contract and culpable breach of life, limb and healthiness. Should a slight negligence occur, the seller is liable only in cases of direct losses foreseeable and typical for this type of contract.
   2. Entitlement to lost profits, missed savings or collateral damage as well as consequential damages are excluded.
8. Copyright and property right
   1. The co-contractor is not allowed to duplicate, copy or to modify the delivered hardware and software or the technical informations.
9. Place of fulfilment and jurisdiction - applicable law
   1. Place of fulfilment and exclusive jurisdiction for all out of this contractual relationship emerging requirements and lawsuits is our business location in Moerfelden-Walldorf/Federal Republic of Germany.
   2. This contract and the entire legal relations between parties to the contract are subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) as well as reference to the legal conventions of German law.
10. Severability clause
    1. Should individual parts of these regulations be or become inefficient or if the provisions of the contract are found to be incomplete, the other provisions remain unaffected. Instead of ineffective clauses respectively missing provisions a clause that is in the outcome economically equivalent comes into effect.

Effective: February 1, 2015

KTS-Electronic GmbH & Co. KG
Kurhessen Strasse 1
64546 Moerfelden-Walldorf
Germany

Tel. +49 (0) 6105-9111 50
Fax. +49 (0) 6105-9111 55

www.kts-electronic.com
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