Terms and Conditions of

soniKKs® Ultrasonics Technology GmbH

General Sales Conditions

§ 1 Scope

1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 paragraph 1 of the German Civil Code (BGB). We only accept conflicting or deviating terms and conditions of the customer if we expressly agree to the validity in writing.

2. These terms and conditions of sale also apply to all future transactions with the customer in so far as they are legal transactions of a related nature.

3. Individual agreements made with the buyer in individual cases (including ancillary agreements, additions, and amendments) shall in any case take precedence over these terms and conditions of sale. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation..

§ 2 Offer and Conclusion of Contract

If an order is to be regarded as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept it within two weeks.

§ 3 Provided Document

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, including electronic form, such as calculations, drawings, etc. These documents may not be made available to third parties, unless we give our explicit written consent to the customer. Insofar as we do not accept the offer of the customer within the period of section 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

1. Unless otherwise agreed in writing, our prices are effective ex works excluding packaging and plus VAT in the applicable amount. Packaging costs will be charged separately.

2. Payment of the purchase price must be made exclusively to the account indicated on the invoice. The deduction of discount is only permitted in the case of a special written agreement.

3. Unless otherwise agreed, the purchase price must be paid within 30 days of delivery. Interest on arrears is calculated at 8% above the respective base interest rate p.a. (see Appendix 1). We reserve the right to assert a higher damage caused by delay.

4. Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material, and distribution costs for deliveries made 3 months or later after conclusion of the contract are reserved.

5. Payments must be made free of payment by the supplier's paying agency.

§ 6 Delivery Time

1. The start of the delivery time specified by us presupposes the timely and proper fulfilment of the customer's obligations. The objection of the unfulfilled contract is reserved.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the customer has fallen into default of acceptance or debtor.

3. In the event of a delay in delivery caused by us not intentionally or not through gross negligence, we shall be liable for each completed week of delay within the scope of a flat-rate compensation for delay in the amount of 0.5% of the delivery value, but not more than 5% of the delivery value.

4. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

5. If the non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events, e.g. strike, lockout, the time limits shall be extended appropriately.

6. If, at the request of the customer, dispatch or delivery is delayed by more than one month after notification of readiness for dispatch, the customer may pay storage money of 0.5% of the price of the goods of the delivery for each month started, but not more than 5%. Evidence of higher or lower storage costs shall remain unaffected by the Contracting Parties.

§ 7 Transfer of Risk upon Shipment

If the goods are dispatched to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Receiving

The consignee may not refuse to accept deliveries due to minor defects.

§ 9 Retention of Title

1. We reserve retention of title to the delivered items until full payment of all claims arising from the delivery contract has been made. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased items if the customer behaves contrary to the contract.

2. The customer is obliged to treat the purchased item with care as long as the property has not yet been transferred to him. In particular, he is obliged to insure them at his own expense against theft, fire, and water damage sufficiently at the new value. If maintenance and inspection work has to be carried out, the customer must carry it out on time at his own expense. As long as the property has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interference by third parties. Insofar as the third party is not in a position to reimburse us for the legal and extrajudicial costs of a claim pursuant to Section 771 of the German Civil Code (ZPO), the customer shall be liable for the loss incurred to us.

3. During the existence of the retention of title, the customer is prohibited from pledging or use them as security and the resale is only permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment or makes the reservation that the property will not pass to the customer until the customer has fulfilled his payment obligations.

4. The processing or conversion of the purchased items by the customer is always done by name and on behalf of us. In this case, the customer's right of entitlement to the purchased items of the reconstituted item continues. If the purchased items are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main thing, it is deemed agreed that the customer assigns co-ownership to us pro rata and holds the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer also assigns to us such claims that arise from the connection of the reserved goods with a property against a third party; we are already accepting this assignment.

5. We undertake to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Legal Warranty, Voluntary Warranty, and Notice of Defects as well as Recourse/Manufacturer’s recourse

1. Legal Warranty rights of the customer presuppose that the customer has duly complied with his investigative and reprimand obligations, which are due in accordance with Section 377 of the German Commercial Code (HGB).

2. We offer a 24-month voluntary warranty.

3. The voluntary warranty period starts from the date of delivery and only takes place if the purchased item is handled properly. Proper handling is mainly, but not exclusively, the following:

a. Attention and use according to soniKK's manuals
b. Use of the individual components (generators, converters, boosters, sonotrodes and accessories) only with other soniKKs products.
c. Oil, water and dust free environment (except for specific products specifically manufactured for use in these environments)

4. After repair, the legal and voluntary warranty are not automatically renewed. They are only taken over for repaired and replaced parts.

5. Special voluntary warranty periods:

a. Generators: 24 months from delivery date

b. Converter: 6 months from delivery date

Excluded are damages resulting from improper handling and/or improper storage, installation and/or assembly. Any separate warranty periods can be found in the order confirmation and take precedence over this provision.

6. Claims for defects shall become statute-barred within 24 months of the handover of the goods delivered by us to our customer. Claims for damages in the event of intent and gross negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty on the part of the user, are subject to the statutory limitation period.

7. Insofar as the law stipulates longer time limits in accordance with Section 438 (1) No. 2 of the German Civil Code (Construction and Property for Buildings), Section 445 b of the German Civil Code (BGB) and Section 634a (1) of the German Civil Code (BGB), these time limits shall apply. Our consent must be obtained before any return of the goods.

8. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will repair the goods at our discretion or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to comply within a reasonable period of time. Claims for recourse remain unaffected by the above provisions without restriction.

9. If the supplementary performance fails, the customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.

10. Claims for defects do not exist in the event of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as in the case of damage caused after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building land or due to special external influences not required by the contract. If repair work or modifications are carried out improperly by the customer or third parties, there are also no claims for defects for these and the resulting consequences.

11. Claims of the customer due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently delivered to another than the place of establishment of the customer, unless the shipment corresponds to its intended use.

12. Claims for recourse of the customer against us only exist to the extent that the customer has not entered into any agreements with his customer that go beyond the legally binding claims for defects. Paragraph 6 shall also apply accordingly to the scope of the buyer's claim for recourse against the supplier.

§ 11 Installation, Assembly

1. Unless otherwise agreed in writing, the following provisions apply to the installation and assembly:

1. The customer must take all necessary measures to set up or assemble the goods properly. Any provisions can be found in the user manuals.

2. The assembly/installation is carried out by the customer. When installed in a machine and/or system, we assume no liability for the correctness of the assembly itself and also for the proper operation of the system/machine.

§ 11 AOB

1. This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Sale of Goods (CISG).

2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

3. All agreements made between the parties for the purpose of implementing this contract are set out in writing in this Agreement.

 

General Terms and Conditions of Purchase

§ 1 Scope

1. Our terms and conditions of purchase apply exclusively. We do not accept any conflicting or deviating terms and conditions of the supplier, unless expressly and in writing otherwise agreed. Our terms and conditions of purchase shall also apply if we accept the supplier's delivery without reservation, subject to conflicting or deviating terms and conditions of the supplier. They are automatically part of every order placed.

2. Our purchasing conditions apply only to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Order and Conclusion of Contract

Orders and assignments are only binding if they are made in writing or confirmed in writing. The offer can only be accepted within a period of 14 days unless otherwise agreed. The supplier is obliged to accept our order within a period of 14 days.

§ 3 Provided Document

We reserve the right of ownership and copyright to all documents provided to the supplier in connection with the placing of the order, including electronic form, such as calculations, drawings, etc. These documents may not be made available to third parties unless we give our explicit written consent to the supplier. Insofar as we do not accept the supplier's offer within the time limit of Section 2, these documents must be returned to us immediately or destroyed. If we provide the supplier with parts, we reserve the property of those as well. Processing or retraining by the supplier are carried out for us.

§ 4 Prices and Payment

1. The price shown in the order is binding. It includes delivery "free house" and packaging. The statutory value added tax is included in the price.

2. Invoices must be drawn up immediately after dispatch of the goods, stating the order and item number. The VAT must be shown separately. We do not need to take responsibility for all the consequences of non-compliance with this obligation.

3. Payment is subject to proper delivery as well as price and accounting accuracy. If a defect subject to warranty is found, we shall be entitled to withhold payment until the warranty obligation has been fulfilled.

4. Unless otherwise agreed in writing, we may pay the purchase price within 10 days, calculated from receipt of delivery and invoice, with a 2% discount or within 30 days net. We are entitled to set-off and retention rights to a statutory extent.

§ 5 Delivery and Shipping

1. The delivery takes place according to the order or the following instruction from us on the agreed dates. The contractor shall immediately notify changes to the dates.

2. The delivery periods or dates specified in the orders are binding and are understood to be arriving at the place of performance.

3. The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him, which show that the delivery time cannot be met.

4. In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we are entitled to demand compensation for damages and withdrawal after a reasonable period of time has expired without results.

5. In the event of a delay in delivery, we shall also be entitled to demand a contractual penalty of 1% of the total price of the order for each completed week, but not more than 5% in total if the supplier is responsible for the delay in delivery. The contractual penalty may be asserted in addition to the fulfilment. We are obliged to declare the reservation of the contractual penalty to the supplier no later than 10 working days, calculated from receipt of the delayed delivery. Further legal rights and claims in the event of a delay in delivery remain unaffected by this.

§ 6 Passing of Risk

1. Unless otherwise agreed in writing, the delivery must be made "free house".

2. The prescribed mode of transport must be adhered to. The supplier is liable for transport damage as a result of insufficient or unsuitable packaging, even if the transport of the goods is taken over by us.

3. The supplier is obliged to indicate the exact order numbers on all shipping documents and delivery notes. If it fails to do so, delays in processing are inevitable, for which we are not responsible.

§ 7 Warranty

1. We reserve the right to check the goods within a reasonable period of time for obvious and visible defects, as well as for deviations in quality and quantity, whereby only samples are to be carried out in order to ensure the agreed quality standards. The complaint of any defects shall be deemed to have been made in due time if it is received by the supplier within a period of 14 days, calculated from the receipt of goods, or in the case of hidden defects from discovery.

2. We are entitled to the statutory claims for defects in full. In any case, we are entitled to demand from the supplier, at our discretion, rectification of defects or delivery of a new item. The right to compensation, in particular the right to compensation instead of performance, is expressly reserved.

3. We are entitled to rectify the defect ourselves at the expense of the supplier if the supplier does not rectify the defect despite setting a reasonable period of time and there is a special need for special urgency. The same applies in writing with the prior consent of the supplier, if the rectification of defects by us makes economic sense. The right to compensation instead of performance is expressly reserved.

4. The limitation period is 36 months, calculated from the transfer of risk.

§ 8 Product Liability

1. Upon first request, the supplier shall intitle us to all claims of third parties that are made due to defects, infringement of third-party intellectual property rights or product damage to his delivery due to his share of the cause. The contractor guarantees the existence of adequate liability insurance.

2. Within the scope of this liability, the supplier is also obliged to reimburse any expenses incurred in accordance with Sections 683, 670 of the German Civil Code (BGB) or pursuant to Sections 830, 840, 426 of the German Civil Code (BGB) arising out of or in connection with a recall action carried out by us. We will inform the supplier of the content and scope of the recall measure to be carried out as far as possible and reasonable and will give him the opportunity to comment.

3. Other statutory claims remain unaffected by this.

§ 9 AOB

1. This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Sale of Goods (CISG).

2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order.

3. All agreements made between the parties for the purpose of implementing this contract are set out in writing in this Agreement.

 

Changes

soniKKs is entitled to change the service description or the general terms and conditions and other terms and conditions. The supplier will only make these changes for valid reasons, in particular due to new technical developments, changes in case law, or other equivalent reasons. If the amendment significantly upsets the contractual balance between the parties, the change shall not be made.

As of March 2020