1. General, Application

 

1.1 These general terms and conditions of sale (“Terms of Sale”) of SCT International GmbH, Hamburg, Germany, apply to all our offers, sales, deliveries, and services. They also apply to all future transactions of a similar nature between the parties, even when not expressly mentioned or separately agreed upon.

 

1.2 Conditions of the customer which conflict with or deviate from our Terms of Sale are not recognized unless their validity has been explicitly approved in writing.

 

2. Offer, Formation of Contract

 

2.1 Our offers are non-binding and subject to change, unless they are explicitly denoted as binding.

 

2.2 Insofar as the order constitutes an offer within the meaning of sec. 145 BGB (German Civil Code), we are entitled to accept the offer within two weeks. The contract shall be deemed concluded only upon confirmation of the order by us in written form (e.g., letter, email, or fax) or if we have commenced with the delivery of the goods.

 

2.3 Amendments and modifications of the contract, including these Terms of Sale, must be made in writing to become effective. Any individual oral agreements shall be valid only upon written confirmation.

 

3. Prices and Payment

 

3.1 Unless otherwise agreed in writing, our prices are quoted “ex works” (EXW) SCT’s warehouse in Hamburg, Germany, and are inclusive of packaging but exclusive of any applicable Value Added Tax (VAT), duties, and other taxes.

 

3.2 Unless otherwise agreed in writing, the purchase price is due upon receipt of our invoice. From the respective due date, default interest at the rate of 8% above the respective base interest rate p.a. as announced by the European Central Bank from time to time shall accrue on the due amount.

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3.3 The purchase price must be transferred solely to the bank account specified in the invoice. An early payment discount deduction is only accepted if specifically agreed in writing.

 

4. Delivery

 

4.1 Delivery periods and dates announced by us are only approximate unless a fixed period or a fixed date has been expressly agreed in writing.

 

4.2 Delivery is agreed upon in the specific transactional documents (Contract, Order Confirmation, etc.).

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4.3 In the event that the transport or acceptance of the goods is delayed for reasons for which we are not responsible, the risk passes to the customer from the date the customer has been notified that the goods are ready for dispatch or acceptance. In such cases, we store the goods at the customer’s expense and risk.

 

5. Retention of Title

 

5.1 We retain title to all goods delivered by us until the complete payment of all claims including any balances from a current account relationship.

 

5.2 The customer is obliged to treat the goods with due care until ownership has passed over to the customer; in particular, the customer is obliged to sufficiently insure the goods at own cost against fire, water damage, and theft at the nominal value.

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5.3 The customer is authorized to resell the goods subject to retention only in the ordinary course of business. The customer hereby assigns to us in advance all claims against third parties arising out of such sale in the amount of the agreed final invoice total (including VAT), independent of whether the goods were resold without or after processing.

 

6. Warranty and Liability

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6.1 The precondition for any warranty claim of the customer is the customer’s full compliance with all requirements regarding the inspection and notification duties established by sec. 377 HGB (German Commercial Code).

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6.2 Warranty claims become time-barred one month after delivery of the goods to the customer or a third party named by the customer at the agreed place of delivery.

 

6.3 In the event of material defects of the delivered goods that have been present at the time of the transfer of risk, we are, at our choice, obliged and entitled to subsequent improvement or replacement within a reasonable period, unless otherwise agreed in written upon.

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7. Force Majeure

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7.1 SCT is not liable for any failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, war, strikes, and governmental actions.

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8. Governing Law and Dispute Resolution

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8.1 These Terms are governed by and construed in accordance with the laws of Germany.

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8.2 Any disputes arising from or in connection with these Terms will be resolved through arbitration in Hamburg, Germany, under the rules of the International Chamber of Commerce (ICC).

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9. Miscellaneous

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9.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

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9.2 These Terms constitute the entire agreement between SCT and the Buyer unless otherwise agreed upon by written contract or agreement.

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By placing an order with SCT International GmbH, the Buyer acknowledges and agrees to these Terms and Conditions.

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SCT International GmbH

Alter Wall 32

20457 Hamburg

Germany