1. These Terms and Conditions of Sale (hereinafter referred to as "GTS") apply to the entire business relationship between Shenzhen SENCORUI Technology Co., Ltd. (hereinafter referred to as "SENCORUI") and its respective customers (hereinafter referred to as "Customers"). These Terms and Conditions of Sale apply in particular to the sale and/or delivery of movable property (hereinafter referred to as "Goods"), regardless of whether SENCORUI manufactures the Goods or purchases them from sub-suppliers. Insofar as the provisions of the Terms and Conditions of Sale themselves apply to the respective services provided, the Terms and Conditions of Sale shall also apply to the respective service contracts. This shall include, but is not limited to, contracts for development services or feasibility studies for the Customer that SENCORUI undertakes to provide to the Customer. If SENCORUI's delivery obligations include the transfer or grant of the right to use the software, SENCORUI's End User License Agreement shall apply instead of the Terms and Conditions of Sale.
2. The terms and conditions of sale shall apply exclusively. If the terms and conditions of the customer conflict with the terms and conditions of sale, SENCORUI shall not recognize the terms and conditions of the customer as applicable unless SENCORUI expressly agrees to their applicability in writing. The terms and conditions of sale shall apply in all cases, which means that even if SENCORUI makes an unreserved delivery, the terms and conditions of sale shall still apply even if SENCORUI is aware that the general terms and conditions used by the customer conflict with or differ from the terms and conditions of sale.
3. From time to time, SENCORUI and the Customer may enter into separate agreements (including binding ancillary agreements, contractual modifications or amendments) which shall in any case prevail over the Terms and Conditions of Sale. Such agreements shall only be binding on SENCORUI if they are reflected in a written document signed by SENCORUI or confirmed in writing by SENCORUI, unless evidence can be produced to prove otherwise.
4. Any statutory declarations and notifications made by the customer in connection with the contract (e.g. setting deadlines, notification of defects, rescission of the contract or price reduction) must be made in writing, i.e. in writing or in text form (e.g. letter, email, fax, etc.).
5. Unless the parties agree otherwise from time to time in special cases, the version of the Terms and Conditions of Sale that is valid at the time of the Customer's order or that was last communicated to the Customer in writing shall also apply as a framework agreement to every future contract of a similar nature with the Customer, without the parties having to refer to the Terms and Conditions of Sale again in every transaction. References to statutory or regulatory provisions in the Terms and Conditions of Sale are for clarification purposes only. Regardless of any reference, the statutory legal provisions shall apply, unless these are expressly modified or excluded by the Terms and Conditions of Sale.
6. These Terms and Conditions of Sale do not create any rights for the Customer as a result of the Customer’s business relationship with any of SENCORUI’s affiliates (as defined in Article 216, paragraph 4, of the Companies Act).
1. SENCORUI's quotations are non-binding and subject to change at any time. If SENCORUI provides the Customer with product catalogues, technical documents (including but not limited to drawings, plans, descriptions, calculations, references to international standards, etc.) or other product descriptions or documents in electronic or other form, the quotations of SENCORUI's partners are also non-binding and subject to change at any time. SENCORUI reserves all ownership and copyright. Quotations may not be provided to third parties without SENCORUI's prior written consent.
2. The Customer's order shall constitute a binding contractual offer. SENCORUI shall be entitled to accept this contractual offer within four (4) weeks of receipt of this contractual offer. SENCORUI may announce the acceptance of the offer in writing (e.g. by sending an order acknowledgment or confirmation), in text form (e.g. by e-mail) or by delivering the goods to the Customer.
1. Unless otherwise agreed, SENCORUI shall deliver the goods FOB (place specified as SENCORUI's production base) under the Incoterms 2010.
2. The delivery period is agreed or specified by SENCORUI separately after accepting the order. Unless a fixed period or due date for delivery and performance is expressly agreed in the contract as an exact binding term, the deadlines and dates for delivery and performance announced by SENCORUI are only approximate dates and SENCORUI shall not be liable for breach of contract due to delayed performance.
3. If SENCORUI is unable to comply with a binding delivery schedule for reasons beyond its control (including reasons attributable to sub-suppliers or other third parties), SENCORUI shall notify the Customer of this impossibility without undue delay and shall inform the Customer of a new expected delivery schedule. If performance is still not possible within the new delivery period, SENCORUI shall be entitled to terminate the contract in whole or in part; in this case, SENCORUI shall immediately reimburse any advance payments made by the Customer to SENCORUI, but shall not be liable for any other breach of contract. This provision applies in particular to the following situations: SENCORUI's sub-suppliers, in the case of a purchase agreement for goods between SENCORUI and such sub-supplier, delay in delivery, provided that neither SENCORUI nor its sub-supplier is at fault or, in the specific case, SENCORUI is not obliged to purchase.
4. If SENCORUI is late in delivering the goods, it shall be dealt with in accordance with the legal provisions. However, SENCORUI shall notify the customer. In the event of default, the customer shall only be entitled to terminate the contract after the expiration of a grace period of four (4) weeks.
5. SENCORUI is not obliged to deliver the goods if circumstances are beyond its reasonable control, including but not limited to force majeure. Force majeure applies to all unforeseeable events that SENCORUI cannot control or influence, such as strikes, lockouts, war, uprisings or natural disasters (floods, fires, storms, etc.). The same applies if such circumstances occur with SENCORUI's sub-suppliers. Likewise, SENCORUI is not liable if a delay in delivery has already occurred and the above circumstances occur at the same time. If SENCORUI is unable to comply with a binding delivery schedule for reasons beyond its control, SENCORUI shall notify the Customer of this impossibility without undue delay and shall inform the Customer of the new expected delivery schedule.
6. If SENCORUI defaults in delivery, the customer may demand compensation for the delayed delivery, but shall not make any further claims. A delay penalty of 0.5% of the price of the delayed goods shall be paid for each full week of delay, but shall not exceed 5% of the price of the delayed goods in total. SENCORUI reserves the right to prove that the customer has not suffered any loss or damage, or that the loss or damage incurred is far less than the amount corresponding to the above delay penalty.
7. If the Customer requests a deferred delivery, storage charges shall be charged to the Customer, which shall commence one (1) month after receipt of the notification that the Goods are ready for delivery. In the case of storage at SENCORUI’s premises, the Customer shall pay storage charges of 0.5% of the corresponding price of the Goods to be delivered per week. However, SENCORUI shall be entitled to (a) fix a reasonable period for the supply of the stored Goods, (b) dispose of the stored Goods in any manner after the expiration of such period, and (c) deliver the Goods to the Customer within an appropriately extended period. However, the rights of the Customer pursuant to Article 7 of these Terms and Conditions of Sale and the applicable statutory rights of SENCORUI remain unaffected, in particular in the event of impossibility of performance (e.g. impossible, unreasonable and/or supplementary performance).
8. SENCORUI's compliance with the delivery schedule is conditional upon the Customer fulfilling its contractual obligations under the respective contract or transaction.
1. Unless otherwise stated in SENCORUI's order confirmation, SENCORUI's price list in force at the time of conclusion of the contract shall apply, excluding transportation costs to the agreed place of delivery. Unless otherwise agreed, SENCORUI is entitled to determine the type of shipment (in particular the type of carrier, shipping route, packaging, etc.).
2. SENCORUI shall be entitled to increase the price of the Goods if the Customer subsequently requests changes in the specifications of the Goods, the delivery terms, or if the Customer fails to provide or subsequently provides relevant instructions to enable SENCORUI to properly perform the contract.
3. Taxes and duties are not included in SENCORUI's prices but will be charged to the Customer in accordance with applicable laws and regulations (in addition to the agreed purchase price). Duties may only be charged if SENCORUI has not undertaken to clear customs at its own expense.
4. The Customer shall be deemed in default if it does not remit the amount due within thirty (30) days of receipt of an invoice or a demand for payment of an equivalent amount. Notwithstanding the first sentence of paragraph 4 of Article 4, the Customer shall also be deemed in default if payment is agreed to be made on a specified calendar date and the Customer fails to remit the payment by that date at the latest. Payment shall be made when the invoice is due without any discount or other deductions. SENCORUI reserves the right to deliver only the goods for which payment has been made in advance (particularly in the case of first orders or in default).
5. Payments are only deemed to be received when SENCORUI is able to actually obtain the relevant funds.
6. The Customer shall only be entitled to set off monetary claims of SENCORUI against undisputed or finally adjudicated counterclaims. In this case, the Customer shall also be entitled to exercise the right to withhold payment, provided that the Customer’s counterclaims arise from the same contractual relationship or transaction.
7. In the event of a payment default, a penalty of 0.5% of the price of the delayed goods shall be paid for each full week of delay, up to a maximum of 5% of the contract value. If the customer defaults on payment, SENCORUI is also entitled to suspend performance of the contract when it is due; if payment is not made before the expiration of the grace period set by SENCORUI, the business relationship with the customer may be terminated immediately.
8. If the Customer fails to pay the claim amount, including but not limited to liquidated damages, in a timely manner, SENCORUI shall be entitled to decide whether to continue to deliver the goods to the Customer. If, after the conclusion of the contract, SENCORUI discovers that the Customer's creditworthiness has decreased (for example, application for initiation of bankruptcy proceedings, etc.), leading SENCORUI to believe that the Customer may be unable to fulfill its commitments, or the Customer has deliberately misrepresented its creditworthiness, SENCORUI shall be entitled to refuse to perform the contract; if necessary, after the deadline has been determined, if the Customer has not restored its ability to perform and has not provided appropriate security, SENCORUI shall be entitled to terminate the contract. In this case, SENCORUI shall be entitled to request an advance payment regardless of the payment method and conditions previously agreed upon.
1. Risk shall pass to the Customer at the latest upon actual delivery of the Goods to the Customer. However, if shipment is required, the risk of accidental loss and deterioration of the Goods shall pass to the Customer upon delivery of the Goods to the carrier, freight forwarder or any other person or organization designated to handle the shipment. This also applies in the case of partial deliveries or if SENCORUI agrees to assume additional obligations, such as payment of transport costs or provision of a site and installation to the Customer. Upon request by the Customer, SENCORUI will insure the Goods against theft, breakage, transport, fire or water and other insurable risks at the expense of the Customer.
2. If the shipment is delayed due to the Customer being responsible for the shipment, the risk shall pass to the Customer on the day when the shipping instructions are ready; however, SENCORUI is obliged to take out the insurance requested by the Customer at the Customer's request and expense. In this case, SENCORUI shall be entitled to claim from the Customer a delay penalty of 0.5% of the price of the delayed goods for each full week of delay, but not exceeding 5% of the price of the delayed goods in total. SENCORUI shall still be entitled to produce evidence to justify a claim for higher damages and other statutory claims (in particular reimbursement of additional expenses, just compensation, termination of the contract); however, the delay penalty shall be deducted or offset from further monetary claims. The Customer shall be entitled to prove that SENCORUI has not incurred any losses or has only incurred losses of a significantly lower amount than the above-mentioned delay penalty.
3. The delivered goods shall be received in person by the customer, even if they have slight defects, without prejudice to the customer's rights under Article 7.
4. Unless the customer can prove that partial delivery is unacceptable, the parties will allow partial delivery.
5. SENCORUI is not obliged to take back shipping and other packaging. The customer is obliged to dispose of any such packaging at its own expense.
1. SENCORUI retains title and possession of the goods sold (“Retention of Title”) until full payment by the Customer of all present and future receivables arising from the respective purchase contract between SENCORUI and SENCORUI and from the entire ongoing business relationship with SENCORUI and SENCORUI Affiliates (“Secured Receivables”).
2. The customer is obliged to insure the goods subject to retention of title at its own expense against adequate theft, fire, water damage and other damages at the replacement value. If the customer does not provide appropriate evidence that the appropriate insurance has been purchased, SENCORUI is entitled to insure these goods at the customer's expense.
3. Subject to SENCORUI’s cancellation of the order, the Customer shall be entitled to resell and/or process the goods subject to retention of title in the normal course of its business.
4. The Customer shall not be entitled to pledge, mortgage or transfer the title to the goods subject to retention of title to a third party as security or to otherwise dispose of the goods to the disadvantage of SENCORUI before the full payment of the secured receivables.
5. If maintenance and inspection work is required on goods subject to retention of title, the customer must carry out these works promptly and at the customer's own expense.
6. The Customer must immediately notify SENCORUI in writing upon the occurrence of any of the following events: the initiation of attachment or seizure proceedings; the filing of an application for the initiation of bankruptcy proceedings or other creditor protection measures; and any other attempt by a third party to obtain title to or possession of the goods in SENCORUI's possession.
7. SENCORUI’s retention of title also applies to new products resulting from the processing, mixing, blending or combination of goods that are subject to retention of title at their full value. SENCORUI will be deemed to be the manufacturer of these new products. If goods subject to retention of title are processed, mixed, blended or combined with goods of a third party whose title remains valid after the processing, mixing, blending or combination, SENCORUI shall acquire co-ownership of the new products in the proportion between the invoice value of the goods and the invoice value of the other processed goods at the time of the processing, mixing, blending or combination. The terms and conditions of sale of goods subject to retention of title shall apply mutatis mutandis to these new products.
8. In the event of a resale of the goods subject to retention of title or the sale of products produced therefrom, the Customer hereby assigns to SENCORUI, without any further agreement, its future claims for payment of the price due and purchase claims against the Customer or other third parties, in the amount of the final invoice amount payable by SENCORUI to the Customer (including VAT), in the amount of the final invoice amount payable by SENCORUI to the Customer. SENCORUI hereby accepts such assignment now. Such assignment does not affect the Customer's right to collect such receivables or claims, provided that SENCORUI's right to collect such claims and receivables directly is not excluded. However, SENCORUI undertakes not to collect claims or receivables as long as the Customer meets its payment obligations collected from the proceeds and is not in arrears in payment (in particular, no application for the opening of bankruptcy proceedings or cessation of payments). However, in the event of any such event, SENCORUI may require the Customer to confirm to SENCORUI the assigned claims or receivables and the corresponding debtors, to submit to SENCORUI all information necessary for the collection of the claims or receivables, to disclose all relevant and corresponding documents, and to notify the debtors (third parties) of such assignment. Furthermore, SENCORUI is entitled to demand from the customer that it refrain from further selling and processing the goods which are subject to retention of title.
9. If the total value of the security existing for the benefit of SENCORUI exceeds the secured receivables by more than 10%, SENCORUI will release part of the security at the request of the customer, the part to be released being determined by SENCORUI at its sole discretion.
10. In the event of any breach of contract by the Customer, in particular in the event of non-payment or partial payment of the goods due, SENCORUI shall be entitled to terminate the contract in accordance with the statutory provisions and/or to demand the return of the goods to SENCORUI on the basis of retention of title. The Customer shall be responsible for any and all costs incurred in such return. SENCORUI's assertion of retention of title shall not be regarded as a declaration of termination of the contract; on the contrary, SENCORUI shall be entitled to demand the return of the goods and reserve the right to terminate the contract. If the Customer fails to pay the goods when due, SENCORUI may only assert these rights if a reasonable payment period has been set for the Customer and the Customer has not paid within such period or if such period is not necessary under the applicable statutory provisions.
1. Unless otherwise provided below, the rights of the Customer in the event of defects in the Goods (including wrong or incomplete delivery, as well as improper installation or erroneous installation instructions) shall be subject to the applicable statutory provisions.
2. The customer may only claim damages for defects or reimbursement of invalid expenses in accordance with Section 8; any other claims are excluded.
3. SENCORUI's liability for defects is primarily based on the agreement regarding the condition of the goods. The data and information in SENCORUI's data sheets, brochures and other promotional and information materials are for reference only and will only become a binding part of the contract with SENCORUI's express written consent.
4. If no agreement is reached on the condition of the goods, the determination of whether the goods are defective shall be made by the applicable legal regulations. However, SENCORUI shall not be liable for public statements made by third parties.
5. Within twenty-four (24) months after the transfer of risk, any part or component of the delivered goods which proves to be unusable or whose usability is seriously impaired due to circumstances existing before the transfer of risk (in particular due to design errors, quality or defective raw materials or poor workmanship) shall be repaired or replaced free of charge at SENCORUI's reasonable option.
6. The Customer’s warranty claim for defective goods is conditional upon the Customer promptly inspecting the goods in the normal course of its business after delivery and immediately notifying SENCORUI of any defects that the Customer becomes aware of. Notification must be in writing. To ensure warranty rights, the Customer must notify SENCORUI Partner in writing of any obvious defects and any defects discovered during inspection after delivery within 10 days of receipt of the goods and of any other defects that were not detected during inspection within 10 days of discovery.
7. The rules of paragraphs 5 and 6 also apply to partial deliveries. Minor deviations in manufacturing, construction or coloring which are customary in commercial trade shall not constitute defects. If the customer fails to properly inspect the delivered goods and/or to notify defects, SENCORUI shall not be liable for defects which the customer has not notified or has only notified in an untimely or inappropriate manner, in accordance with the statutory provisions.
8. The Customer shall promptly notify SENCORUI of all claims of defects made by its own customers in relation to SENCORUI’s goods. Otherwise, the Customer may not make claims against SENCORUI for defects. Furthermore, the Customer shall preserve evidence in the necessary form and provide such evidence to SENCORUI.
9. If the delivered goods are defective, SENCORUI may first choose to remedy the situation by repairing the defective goods or replacing the defective goods with non-defective goods (repair and replacement of goods are hereinafter referred to as "supplementary performance"). SENCORUI is still entitled to refuse supplementary performance in accordance with legal provisions.
10. SENCORUI is entitled to demand payment of the purchase price due as a prerequisite for additional performance. The Customer may withhold an appropriate amount of the purchase price in proportion to the defect.
11. If SENCORUI fails to provide additional performance more than twice, or if a reasonable period set by the Customer for remedying the defect has expired or has expired without the defect being remedied, or if such a period is not necessarily required under mandatory statutory provisions, the Customer shall have the option of demanding a reduction in the purchase price or rescinding the contract; however, the Customer shall not be entitled to rescind the contract if the defect in the goods is minor or not noticeable.
12. Replaced parts shall become the property of SENCORUI.
13. SENCORUI shall not be liable for damages resulting from any of the following: (i) unsuitable or improper use, (ii) improper or faulty installation or initial operation by the Customer or a third party, (iii) natural wear and tear, (iv) incorrect or negligent operation, (v) inappropriate operating materials or spare parts/tools, (vi) errors or inadequate results in construction work or an inadequate construction foundation, and (vii) chemical, electrochemical or electrical factors, except to the extent they are the result of SENCORUI’s negligence or inaction.
14. The Customer must give SENCORUI the necessary time and opportunity to carry out supplementary performance, in particular by making the goods referred to in the Customer’s complaint available for inspection by SENCORUI so that SENCORUI can carry out all repairs and replacements it deems necessary in its reasonable discretion. Supplementary performance does not include the removal or reinstallation of defective goods if SENCORUI was not initially obliged to install them.
15. SENCORUI shall bear the necessary costs of inspection and supplementary performance, in particular those related to transport, travel, labour and materials (but not the costs of removal or installation to which clause 14 applies), provided that a defect actually exists. It is SENCORUI’s discretion to determine the most cost-effective solution for each case. SENCORUI may demand compensation from the Customer for costs incurred as a result of unreasonable or excessive demands to remedy defects (in particular inspection and transport costs), unless the circumstances did not allow the Customer to recognise that a defect did not exist. Any additional costs incurred by the Customer as a result of the transfer of the goods to a place other than the agreed place of delivery after receipt shall be borne by the Customer.
16. For replacement parts and repairs, the warranty period shall end after the original warranty period of the delivered goods expires. However, if the repair work causes business interruption, the warranty period shall be extended accordingly.
17. SENCORUI is not responsible for the consequences of any improper modifications or repair work carried out by the customer or third parties without SENCORUI's prior consent.
18. The warranty does not cover consumable items such as lamps, fuses, batteries, etc. Special provisions apply to laptops, photometers, special purpose tubes and equipment, which, due to their technical design, have a shorter warranty period provided by the manufacturer; in these cases, the warranty period provided by the manufacturer also applies to the contract between the customer and SENCORUI.
19. If the delivered goods are returned to SENCORUI within the warranty period and SENCORUI discovers during inspection that the defect was caused by improper handling by the customer, the costs incurred by SENCORUI in this regard shall be borne by the customer.
1. Unless otherwise provided in the Terms and Conditions of Sale (including the provisions below), SENCORUI shall be liable in accordance with the relevant statutory provisions in the event of breach of contractual and non-contractual obligations.
2. Under the terms and conditions of this Agreement, SENCORUI shall be liable for damages in the event of willful misconduct and/or gross negligence. In the event of slight or general negligence, liability shall only be for: (a) damages resulting from injury to life, body or health; or (b) damages resulting from a material breach of fundamental contractual obligations. An obligation shall be deemed to be fundamental if its performance is indispensable for the formal conclusion of the contract and if the Customer regularly relies and can rely on SENCORUI's performance of it, and if its non-performance would result in the impossibility of achieving the purpose of the contract. In this case, however, SENCORUI's liability shall be limited to typical damages foreseeable at the time of conclusion of the contract.
3. The limitation of liability in paragraph 2 of this article also applies to the violation of contractual obligations caused by personal fault or negligence which falls within the scope of SENCORUI's liability according to legal provisions. The limitation of liability does not apply if SENCORUI maliciously or fraudulently conceals a product defect.
4. Unless the customer has the right to terminate the contract according to the law, the customer shall not terminate the contract without authorization. If the customer terminates the contract without authorization, he shall bear the corresponding liability for breach of contract.
1. The general statute of limitations for claims due to defects is one year from the date of delivery. If acceptance is agreed as the starting point, the statute of limitations will start from the date of acceptance.
2. The above-mentioned limitation periods shall also apply to contractual and non-contractual damage claims of the customer in respect of defective goods; however, if the applicable statutory limitation period would result in a shorter limitation period in the individual case, the shorter period shall apply.
1. To comply with national and international foreign trade regulations and laws, SENCORUI and the Customer shall support each other and provide all necessary documents and information upon request. SENCORUI is not obliged to provide services or deliveries without the necessary permissions or if services or deliveries are prohibited.
2. Delays caused by export inspection or approval procedures shall extend the deadlines and delivery schedules accordingly. No claims shall be made for damages related to or resulting from any failure to comply with the above deadlines and delivery schedules.
3. If (a) the Customer does not or has not adequately informed SENCORUI of the destination and end use of the goods (even if SENCORUI has asked), or (b) SENCORUI learns of business end uses and/or persons involved that were not identified when the offer was made, and SENCORUI is unable to deliver or provide services under applicable Chinese, US or other relevant national laws or EU external trade regulations, SENCORUI may terminate the contract at any time, but the Customer shall not be entitled to claim damages for this.
4. By placing an order, the Customer declares that it will comply with applicable national and international export control regulations when exporting or reselling the goods. The Customer shall indemnify SENCORUI for all losses incurred by SENCORUI as a result of any breach of the above obligations.
These terms and conditions of sale will take effect on [1] [December] [2023] and will apply to new contracts entered into from that date.
1. The place of performance for SENCORUI and the Customer shall be the registered place of business of SENCORUI.
2. For all disputes arising directly or indirectly from the contractual relationship between the parties, including legal proceedings on cheques and bills of exchange, the place of jurisdiction shall be the place of registration of SENCORUI. The parties shall have the right to initiate proceedings in the People's Court of the place of registration of SENCORUI.
3. The Terms and Conditions of Sale and any agreement between SENCORUI and the Customer shall be governed by and construed in accordance with the laws of the People's Republic of China, without giving effect to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall not apply.
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