DEMA Electronic AG | Terms & Conditions

General Terms and Conditions

Issued: June 2006

1. Scope of Validity
The following delivery and payment conditions apply for all business relations with our domestic customers. The customer accepts these as obligatory rules for the present contract but also for all future business to be carried out. Possible deviations have to be confirmed by us in written form. The customer does not claim his own conditions of purchase, since these will not have any contractual relevance – and will not get such - neither through our non-contradicting nor through the fact that delivery is effected. Our export trade conditions may be submitted, if requested upon request.

2. Prices
All prices including the ones stated in the order confirmation are subject to changes. Deliveries are executed at those conditions being valid right at the delivery date.

3. Delivery Time
The purchaser is aware of the fact that we are not the manufacturer of the offered goods. Therefore, stated delivery dates will we kept if anyhow possible, but they are to be considered without obligation. For goods on stock we reserve the right of intermediate sale. In case of a delayed delivery for which we cannot be held responsible, i.e. due to unforeseeable events, delivery times will be prolonged accordingly. Any damages and liability claims are expressly excluded. In case of Kan-ban contracts, for exceptional and for call orders, code “88” ( = call order) is to be entered instead of the calendar week. Should we at the time of issue of the order confirmation not be in the position to fix a delivery date yet, “will follow” is entered instead of the calendar week.

4. Delivery and Transfer of Perils
Delivery and shipment are executed on the account of the purchaser who will bear the risk for it. The risk will be transferred to the purchaser as soon as the goods have left our warehouse. Packing and shipment costs are calculated as they occur and are charged to the customer accordingly. With regard to electronic as well as electromechanical components we are entitled to deliver higher or lower quantities, should - for reasons of quality or transport assurance - only complete packaging units are deliverable.

5. Order Placement
Our minimum order value amounts to EUR 100,– net (for the domestic market) and EUR 250,– net (external markets). Afterorder placement, the customer is obliged to accept the ordered goods. Orders covering standard products can be placed by telephone or in writing, which means by fax or by letter. Orders for customized products (like mask ROM micro-computers, gate arrays etc.) obligatorily need to be submitted in written form. For all customer-specific products as well as for special orders to be carried out, minimum order quantities from the manufacturer’s side need to be considered. For firmly scheduled orders a maximum duration of 12 months upon receipt of the order and, furthermore, a minimum net value of EUR 100,- for each delivery date have to be strictly obeyed.

6. Call Orders
Call orders that have not been distributed into various individual partial deliveries cannot be accepted.

7. Order Cancellations / Postponements
Cancellations from the customer’s side for specially-manufactured products, or cancellations regarding goods exclusively acquired for a certain customer are not possible. A cancellation of standard products requires our definitive consent in written form. In general, 25% of the order value have to be charged for each order cancellation Individual agreements deviating from this – concerning compensational orders – lie within the decision of DEMA. Any delays in delivery or suspension or orders by the purchaser can only be accepted for deliveries within a maximum duration of 12 months from receipt of the order. After this time period has expired, we will be entitled to deliver and invoice all remaining quantities.

8. Payment
Invoices to domestic customers are payable within 30 days net after the issuing date of the invoice. Invoices to foreign customers have to be paid in advance, or promptly after receipt of the invoice. Independently of their designation, payments will generally be allocated to the invoice that had been issued first. If the time for payment has been exceeded, we reserve the right to calculate default interest rates amounting to 5% of the current discount rate issued by the German Central Bank. In case of new business partners or such customers the creditworthiness of which we do not know, delivery is effected against pre-payment or cash on delivery. If payment is overdue or the credit limit has been exceeded, we also reserve our right to hold back delivery (= credit hold) till all outstanding sums have been received. Goods can only be collected against cash payment, with the date having been arranged by telephone before. Bills of acceptance and pre-dated checks will only be accepted if this had been agreed before in written form, and only for reasons of payment. Taxes as well as bank fees, discount and collection expenses have to be charged to the customer. Should the customer not fulfil his financial obligations, or should it be the case that settlement or insolvency proceedings about his or his legal representative’s assets are initiated, the total remaining debt including all admonition fees, default interest and legal costs will be payable immediately. In those cases we are entitled to recede from all contracts concluded so far, and to take back those goods that have already been delivered but still underlie our proprietary rights. Moreover, we have the right to charge all costs related to the recession from the contract.

9. Reservation of Proprietary Rights
DEMA acts as the proprietor of the goods until the purchase price has been entirely paid, with all admonition fees, default interest and legal costs being included. Until the time the invoice has been completely paid, the purchaser is neither allowed to pawn the goods that still underlie proprietary rights nor is he entitled to transfer security a third party. Should the customer receive the information that delivered goods kept under proprietary rights of the customer might be pawned or confiscated, the customer has to notify us right away. The purchaser has got the right to sell the merchandise through normal business operations. Without any further agreement being required, the purchaser will transfer all liabilities to our overall liability, should this event be occurring. If the goods that still underlie proprietary rights, are further processed, we will acquire a co-ownership of the newly-developed object , reflecting the value contributed from our side.

10. Claims
The purchaser is obliged to immediately check the received goods; claims have to be stated in written form within 10 days after the issuing date of the invoice. If no special agreement has been made, products with minor deviations or delivery of alternative products cannot be rejected. Before certain goods can be return-sent, our written consent is absolutely necessary and a DEMA RMA application sheet needs to be enclosed as well.

11. Warrantee Period
Since the company DEMA itself is not the manufacturer of the delivered goods, the same warrantee periods granted to us from the manufacturer’s side will be valid here. In case of a justified complaint that has been accepted by the manufacturer, we carry out a replacement delivery or issue a credit note. Any further claims, particularly for damages, compensation for consequential losses, annulment or reduction are expressly excluded.

12. Place of Fulfilment and Venue
Place of Fulfilment and Venue is München, Germany.