1. Scope of Application
1.1 These General Terms and Conditions of Sale ("GTCS") shall apply to all contracts for the supply of self-developed electronic systems, hardware, software and firmware, as well as related services, between point electronic GmbH, Erich-Neuss-Weg 15, 06120 Halle, Germany ("Seller") and its customers ("Customer").
1.2 Any deviating, conflicting or additional terms and conditions of the Customer shall only apply if expressly agreed in writing by the Seller.
1.3 These GTCS shall also apply to all future business relationships with the Customer.
2. Offers and Conclusion of Contract
2.1 All offers of the Seller are non-binding unless expressly designated as binding.
2.2 A contract shall only be concluded upon written order confirmation by the Seller or upon delivery of the products.
2.3 The Seller reserves the right to make reasonable technical modifications as well as changes in form, color or weight.
3. Subject Matter of the Contract
3.1 The subject matter of the contract comprises self-developed electronic systems, hardware and software solutions, components as well as optional software/firmware and related services in the field of electronics and software for electron microscopy, for end customers and original equipment manufacturers (OEMs).
3.2 The products shall comply with the technical specifications applicable at the time of conclusion of the contract.
4. Prices and Payment Terms
4.1 All prices are FCA – Free Carrier (Incoterms® 2020), unless expressly agreed otherwise in writing, and are exclusive of VAT, customs duties, taxes, packaging, transport, insurance and other ancillary costs.
4.2 Invoices shall be payable within 30 days net, unless agreed otherwise.
4.3 The Seller is entitled to request advance payments or securities.
4.4 The Customer may only offset claims that are undisputed or legally established.
5. Delivery and Transfer of Risk
5.1 Delivery dates and deadlines are non-binding unless expressly agreed as binding.
5.2 Delivery shall be made FCA – Free Carrier (Incoterms® 2020) as stated in the order confirmation.
5.3 Risk shall pass to the Customer upon handover to the first carrier.
5.4 Partial deliveries are permissible insofar as they are reasonable for the Customer.
6. Retention of Title
6.1 The delivered products shall remain the property of the Seller until full settlement of all claims arising from the business relationship.
6.2 The Customer shall handle the products with due care and insure them adequately.
7. Software and Intellectual Property Rights
7.1 All rights to software, firmware, source code, circuit designs, layouts, documentation and know-how shall remain with the Seller.
7.2 The Customer shall receive a non-exclusive, non-transferable right to use the software solely for the intended contractual purpose.
7.3 Reverse engineering, decompilation or disclosure to third parties is prohibited to the extent permitted by law.
8. Customer Obligations
8.1 The Customer shall ensure compliance with all technical, legal and country-specific requirements at the place of use.
8.2 Delivery periods shall be extended appropriately in the event of delays caused by a lack of cooperation by the Customer.
9. Warranty
9.1 Scope of Application
The following provisions apply to consumers (§ 13 German Civil Code – BGB) and entrepreneurs (§ 14 BGB).
Mandatory statutory provisions shall apply to consumers; any deviating agreements shall apply only to entrepreneurs.
A. Provisions Applicable to Consumers
9.2 Warranty Period
For consumers, the statutory warranty period shall be:
- for new goods: two (2) years from transfer of risk;
- for used goods: one (1) year from transfer of risk.
9.3 Subsequent Performance
In the event of a defect, the buyer shall have the right to choose between repair and replacement.
The seller may refuse the chosen method of subsequent performance if it is possible only at disproportionate cost (§ 439 BGB).
9.4 Guarantee (Voluntary Manufacturer’s Guarantee)
If the seller provides an additional guarantee, its content, scope, duration, and conditions shall be governed by the respective guarantee declaration.
Statutory warranty rights shall remain unaffected by any guarantee.
9.5 Prior Rental or Loan Relationship
If a purchased item is acquired by the same buyer following a prior rental or loan arrangement, the statutory warranty period shall commence upon conclusion of the purchase agreement and delivery of the item.
B. Provisions Applicable to Entrepreneurs
9.6 Warranty Period
With respect to entrepreneurs, the warranty period shall be one (1) year from transfer of risk.
For used goods, warranty claims shall be excluded unless expressly agreed otherwise.
9.7 Subsequent Performance
The seller shall provide subsequent performance at its discretion either by repair or replacement.
9.8 Inspection and Notice of Defects
Entrepreneurs shall inspect the goods without undue delay after delivery and shall notify the seller in writing without undue delay of any recognizable defects (§ 377 German Commercial Code – HGB).
If such notification is omitted, the goods shall be deemed approved.
9.9 Guarantee
A guarantee shall exist only if expressly confirmed in writing.
In particular, the guarantee shall not cover damage resulting from:
- normal wear and tear;
- improper use or handling;
- unauthorized modifications or repairs;
- external influences for which the seller is not responsible.
10. Liability
10.1 The Seller shall be liable without limitation in cases of intent, gross negligence, and for injury to life, body or health.
10.2 In cases of slight negligence, the Seller’s liability shall be limited to foreseeable, contract-typical damages.
10.3 To the extent permitted by law, the Seller’s total liability shall be limited to the net order value.
10.4 Liability for indirect damages, loss of profit or production downtime is excluded.
11. Export Control, Sanctions and Re-Export
11.1 The products, related software, firmware, technology and documentation may be subject to export control and sanctions regulations of the European Union, the Federal Republic of Germany, the United States of America and other applicable jurisdictions ("Export Regulations").
11.2 Performance of the contract is subject to the condition that no obstacles arise from applicable Export Regulations. The Seller shall not be obliged to perform if such regulations prevent or restrict delivery or performance.
11.3 Delays, non-delivery or termination due to Export Regulations shall not constitute a breach of contract and shall not give rise to any claims for damages or other remedies.
11.4 The Customer shall not directly or indirectly export, re-export, transfer or make available the products, software, firmware or technology in violation of applicable Export Regulations.
11.5 The Customer warrants that the products will not be used for prohibited end uses, including but not limited to military, nuclear, chemical or biological weapons programs, unless expressly authorized by the competent authorities.
11.6 Upon request, the Customer shall provide all information required to verify end user, end use and destination. The Seller may suspend delivery until such verification has been completed.
11.7 The Customer represents that it is not listed on any applicable sanctions list and is not owned or controlled by a sanctioned entity. In the event of a breach, the Seller shall be entitled to terminate the contract with immediate effect.
11.8 The Seller shall apply for export licenses required in the Seller’s country. Import, transit and other approvals in the country of destination shall be the sole responsibility of the Customer.
11.9 The Seller shall not be obliged to modify, replace or update products, software or firmware to circumvent or adapt to export control restrictions.
11.10 The Customer shall indemnify and hold the Seller harmless from all claims, damages, fines and costs arising from violations of Export Regulations by the Customer.
12. Force Majeure
12.1 Events of force majeure shall release the Seller from its obligations for the duration of the disruption.
12. Termination
13.1 Termination for cause shall remain reserved to both parties.
14. Confidentiality
14.1 All non-public information shall be treated as confidential.
15. Governing Law and Jurisdiction
15.1 These GTCS and all contractual relationships shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2 The exclusive place of jurisdiction shall be the registered office of the Seller
16. Final Provisions
16.1 Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected.
16.2 Amendments and supplements shall require written form.
As of January 1st, 2025