General Terms and Conditions of Business
SIGMA Process & Automation GmbH
63773 Goldbach, Germany
Phone: +49 6021 43922-20
Fax: +49 6021 43922-21
CEO: Dipl.-Ing. (FH) Martin Spinnler
Commercial register court: Aschaffenburg HRB 8913
VAT ID no.: DE 232 699 545
Section 1: Scope
Any offers, services and deliveries rendered by SIGMA Process & Automation GmbH shall be based exclusively on these General Terms and Conditions of Business. These General Terms and Conditions of Business shall be considered to have been accepted no later than the point at which the order is placed. Any deviations from these General Terms and Conditions of Business must be in writing.
Section 2: Offer and conclusion of contract
Offers made by SIGMA are subject to change and are not binding. Unless otherwise agreed, SIGMA shall be bound by the prices specified in its offers for a period of 30 days. Order placements and declarations of acceptance must be in writing in order to be legally enforceable. The same applies to any additions, amendments or ancillary agreements.
Section 3: Prices
All specified prices are net and in euros. The prices specified in the order confirmation, plus statutory value added tax, are final. Any obvious typing errors in our offers or order confirmations shall not be considered binding. Deductions of discounts are expressly excluded.
Section 4: Terms and conditions of payment
Invoicing shall be carried out as follows:
Monthly or at defined milestones before the order is due to start.
Any services performed shall be invoiced in the preceding month or at the applicable milestone.
Following receipt of the invoice, we request payment within 30 days net.
Section 5: Terms and conditions of delivery
Unless otherwise agreed in writing, the deadlines and lead times stated by SIGMA shall not be considered binding. SIGMA shall not be responsible for any delays affecting deliveries and the performance of services due to force majeure and events that make it extremely difficult or impossible for SIGMA to deliver or to perform the service, even in the case of lead times and deadlines that have been agreed as binding. (These events include material procurement difficulties arising at a later date, breakdowns, strike action, lockouts and official directives, including cases where such events affect SIGMA’s suppliers or subcontractors.) Delays of this nature shall entitle SIGMA to postpone the delivery or service for the duration of the impediment, plus an appropriate period for restarting operations, or to withdraw in part or in full for the part of the contract that has not yet been fulfilled. If the impediment lasts for more than three months, the customer shall be entitled to withdraw from the part of the contract that has not yet been fulfilled, following a reasonable grace period. Any claims beyond this, and in particular any claims for damage compensation of any kind, shall be excluded, provided that the damage was not caused by wilful or grossly negligent actions on the part of SIGMA. SIGMA is entitled to make partial deliveries and to perform partial services at any time.
Section 6: Warranty
a) In cases where we are delivering hardware, we assume the warranty that is provided by our suppliers.
b) In cases where we are developing customised software, we warrant – in accordance with the service contract – that the developed software shall be in a state of operational readiness, in line with what is described in the technical specifications. The same shall apply to any amendments agreed in writing, any extensions and any properties assured in writing. The warranty period shall last for twelve months from the point of acceptance.
c) In the case of analytical services, the warranty shall be restricted to the fact that the examinations are being carried out on the basis of general scientific principles. Any complaints must be submitted within two weeks of the final report being received or, in cases where complaints concern hidden defects, as soon as the defects have been identified. We cannot warrant that the examinations performed by us shall be considered suitable for the customer’s intended purposes.
d) Any complaints regarding deficiencies in technical documentation that are obvious and can be identified in the course of ordinary examinations and inspections must be submitted by the customer in writing within seven days of acceptance. Following this period, the technical documentation shall be considered to be free from deficiencies and accepted. Any complaints regarding deficiencies in technical documentation that are not obvious and cannot be identified in the course of ordinary inspections must be submitted by the customer within seven days of the deficiency being identified. However, the latest at which any such complaints may be submitted is three months after acceptance. Following this period, the technical documentation shall be considered to be free from deficiencies and accepted.
Section 7: Liability
Any claims for damage compensation shall be excluded, provided that the damage was not caused by wilful or grossly negligent actions on the part of SIGMA. In the case of materials and services for which SIGMA is acting as a subcontractor, the subcontractor warranty conditions shall apply. External service providers are not considered vicarious agents of SIGMA. SIGMA is only liable for its own actions. The customer is entitled to assert warranty claims against SIGMA directly; warranty claims are be assignable or transferable. Liability is limited to the value of the order. SIGMA does not accept any product liability.
Section 8: Retention of title
We shall retain the title to all delivered/rendered goods and services until the point at which payment has been made in full for all receivables that are due to us and are still being incurred, regardless of the legal basis for them.
Section 9: Industrial property rights and copyright
All designs, plans and software programs are subject to the German Copyright Act. SIGMA shall transfer to the customer any rights of use that are required for the purpose
in question. Rights of use may only be passed on to third parties with written consent.
Rights of use shall not be transferred until the remuneration required for this has been paid in full. The customer is not entitled to reverse-engineer, decompile or disassemble software.
Section 10: Data protection
Section 11: Place of performance and legal venue
The place of performance is 63773 Goldbach.
The place of jurisdiction is 63709 Aschaffenburg.
The law of the Federal Republic of Germany applies to the warranty conditions and the entire legal relationship between SIGMA and the customer/supplier. International legislation on the sale of goods is excluded.
Section 12: Final provision
If any provisions of these General Terms and Conditions of Business, or an interpretation of any other
agreement, is unenforceable, this shall not affect the enforceability of any other provisions or agreements.