Electronic Components – Worldwide

Payment Terms

1. General – Scope
These general conditions of sale apply to all current and future business relationships between S DIGITAL Media GmbH further named “SD” and buyers.

Purchaser for the purposes of these general conditions of sale is a natural or legal person or an incorporated association of persons, who at the conclusion of a contract acts as part of its commercial or independent professional activity.

Differing, conflicting or additional terms and conditions, even if known, are not part of the contract, unless their validity is expressly agreed in written form.

Should SD vary these conditions, they will be reported in the new version of the contract. If the buyer does not object within a month the new conditions are subject terms of contract. SD will indicate in the notice of the revised version that silence on the release acts as consent to the amended Terms of Sale.

2. Conclusion of contract
The offers of SD are non-binding. Technical changes and changes in weight are reserved within reasonable frames. All specifications, drawings, illustrations, descriptions and information on weight, dimension or capacity, and other descriptive details and information to satisfy legal requirements, regardless of whether they are on transit documents, invoices, packing or otherwise made known to as, intended to get an overview of the article. Such descriptions will not be part of the contract. If in doubt the description of an item differs to the description from the manufacturer, the specifications of the manufacturer apply. SD shall take all reasonable measures to ensure the correctness and accuracy of the description, but without making it the object of the contract, assure or guarantee. A liability for the accuracy, completeness and accuracy of the description is not covered by SD.

By placing an order the customer makes a binding declaration of intent to purchase the goods. SD is entitled to accept the order within 2 weeks after receipt.

The final contract is subject to the proper and timely delivery by suppliers. The provision does not apply if the incorrect or untimely delivery is to be represented by SD, especially in the absence or not timely completion of an appropriate contract with suppliers.

3. Prices
Prices are in EURO ex warehouse, excluding packaging and shipping, and plus the respective statutory value-added tax. Price are subject to change at any time without notice. 

4. Terms of payment
Invoices must be paid before delivery if advance payment option was chosen. If payment by ONLINE TRANSFER was chosen, the bill is considered paid and delivery will occur immediately. Other methods of payment such as payment on account, PayPal or checks will be agreed only individually.

If the buyer is in default of acceptance, the maturity of the purchase price beginns with the date of the declaration of dispatch availability.

SD expressly reserves itself the right to refuse checks or bills. The acceptance is always conditional to previous payment. Discount and bill charges shall be borne by the customer and are payable immediately. The buyer has the right to compensation only if his counterclaims have been legally established or were recognized by SD. The buyer can exercise a right of retention only if his counterclaim is based on the same contract. In the case of debit returns or uncashed checks all claims arising from the ongoing business relationship are to be immediately due and payable. 

5. Delivery and performance time, partial shipments
Delivery dates or periods shall be binding only upon express confirmation in written.

If delivery is delayed by SD, the buyer is entitled to put in writing an extension of at least three weeks with the threat of rejection and after the unsuccessful expiration of the order to withdraw in terms of defaulting delivery.

If non-compliance with a delivery deadline due to force majeure, labor disputes, unforeseen obstacles or other SD is not due to circumstances, especially when such circumstances occur at the delivery period will be extended.

SD is entitled to partial deliveries.

6. Dispatch, Passing of Risk
Shipping is at the risk and expense of the purchaser. The same applies to any return shipments, if the buyer is not entitled to the return.

The risk of accidental loss and accidental deterioration of the goods passes on to the buyer on delivery of the goods to the carrier, freight forwarder or other person entitled to execute the dispatch. This also applies to partial deliveries or if SD has acquired other services such as shipping, delivery or installation. At the request of the buyer SD will insure at buyers expense, the coverage against theft, breakage, transport, fire and water damage and other damage.

If shipment is delayed due to circumstances for which the purchaser is responsible, then the risk transferred to the buyer beginning with the day of dispatch availability. However SD is committed, at the request and expense of the purchaser to accomplish required insurance. SD reserves the right to store the goods in legitimate circumstances. The cost of storage is to be paid by the purchaser. 

7. Retention of ownership
SD retains ownership to the goods until full payment of the purchase price and all claims arising from the ongoing business relationship are balanced. In breach of contract by the buyer, especially for delayed payment, SD has the right to withdrawn from the contract and reclaim the goods, if the purchaser was requested to fulfill the contract within a reasonable grace period and did not fulfill. 

8. Warranty, audit obligations, return
SD guaranties for defects of the goods at its discretion by further fulfillment in the form of repair or replacement. Otherwise the buyer can claim the statutory rights at his discretion. For a minor breach of contract, especially with only minor defects, the Buyer has no right of rescission or right to compensation.

SD does not take at fault for defects in accordance with the warranty, when a lack of SD is not visible or only was only visible with disproportionate effort.

The buyer must claim to SD obvious defects within eight days from receipt of the merchandise, otherwise the assertion of warranty claims excluded. To comply with the term the timely shipping is fulfilling.

The buyer bears the full burden of proof for all claims, in particular for the defect itself, for the time of discovery of the defect and the timeliness of the complaint.

As a consistency of the goods only the manufacturer’s product description is agreed. Public statements, recommendations or advertisements of the manufacturer do not constitute a contractual description of the goods.

The warranty period is one year from date of delivery.

Guarantees in the legal sense, are not covered by SD. Manufacturer warranties remain unaffected.

9. Final Provisions 
The law of the Federal Republic of Germany applies. The provisions of the CISG do not apply.

If the buyer is a merchant, legal person under public law or public law special fund, the exclusive venue for any disputes arising from contracts to which these conditions apply, is in Deggendorf. The same applies if the buyer has no general jurisdiction in Germany or if his habitual residence at the time the action is not known. SD, has the right to sue the purchaser at his own venue.

If any provision of the contract with the customer, including these General Conditions in whole or in part, be or become invalid, the validity of the remaining provisions shall not be affected. The fully or partially invalid provision shall be replaced by a provision that the business purpose of the invalid provision are at the nearest approach.