SYOGRA Business Terms and Conditions
Version: June 2008

Scope

Under the present agreement, “Supplier” is SYOGRA Consulting GmbH with registered office in Schrambergerstr. 20a, 78112 St. Georgen, Germany.

“Purchaser” for the purpose of these Terms and Conditions is any customer who purchases the products of profine GmbH based on contractual agreement.

I. Conclusion of Agreement
1. Orders become binding only after the supplier has confirmed in written form the order, possibly in electronic form. Amendments and additions must be made in writing. The same applies to an amendment of this written form clause.
2. The supplier does not acknowledge terms and conditions of the purchaser contrary to deviating from these Terms and Conditions, unless otherwise agreed upon in writing. Terms and Conditions of the purchaser also do not apply should the purchaser at some time in the business relationship refer to the purchasers terms and conditions and supplier did not opposed to them. The supplier fulfilled deliveries only under his own Terms and Conditions.

II. Prices
1. The supplier’s prices are considered to be ex works. Value-added tax prevailing at the time the order is executed, packaging and shipping costs as well as import duties, taxes or similar charges on cross-border deliveries are in addition.

III: Right of revocation
You can either revoke your purchase within one month without a statement of reason in written form (e.g. with a letter, fax, E-Mail) or – if you have already received your purchased goods – if you send it back.

The period begins after receipt of this instruction in text-form, however not before you received the purchased goods (with the recurrent delivery of homogeneous products not before reception of the first part-delivery) and not before fulfilment of our information-obligation in accordance with § 312c paragraph 2 BGB (German Civil code) in relation with § 1 paragraph 1, 2 and 4 BGB-InfoV as well as our obligations in accordance with § 312e Abs. 1 Satz 1 BGB in relation with § 3 BGB-InfoV.
To maintain your right of revocation it is enough to send the purchased good back or send us your revocation.Your revocation should be send to:
 

SYOGRA Consulting GmbH
General Manager: Mrs. Petra Schön
Schrambergerstr. 20a
78112 St. Georgen
E-Mail: psn@syogra.com
Fax: +49 7724 21 20
 

Consequences of the revocation
In case of an effectively revocation the received services on both sides must be given back and – if necessary – the received utilization (e.g. interests) as well.
If you can send us the received goods only partially or in worser condition you must give us a value-substitute. This is not the case if the deterioration of the goods was caused by their examination like it is possible at a shop. You don't need to do any value-substitute for a deterioration that is originated through the recommended utilization of the goods.Goods which can be send as a parcel can be sent back at our risk. You have to pay the cost of the redispatch, if the delivered goods “confirm to contract” and the price of the good is not more than EURO 40,-- or – in case of an higher price – the goods were not be paid or a contractually agreed part-payment was not be done.In all other cases is the redispatch free of charge for you. Goods which can not be sent as a parcel will be picked up from you. Obligations to the reimbursement of payments must be honored within 30 days.The period begins for you with the dispatch of your revocation explanation or the redispatch of the goods, for us with their reception.

IV. Time of Delivery and Performance
1. The confirmation of order is applicable to the times of delivery and performance. The observation of agreed – upon delivery and performance dates shall require that all technical matters have been clarified and payments or any other obligations of the purchaser have been fulfilled or will be fulfilled in due time. In the event technical matters have not been clarified and the purchaser has not fulfilled its obligations the period shall be adequately extended. The delivery deadline is considered to have been met if the goods have left the plants by the time of its expiry or readiness for shipment has been reported.

V. Packaging, Shipment, Transfer of Risk and Delay in Acceptance
1. If not agreed otherwise, packaging, shipping method and shipping route are at the discretion of the supplier without a guarantee of the fastest and most economical conveyance.
2. Unless specified otherwise in the order confirmation, delivery ex works shall be agreed upon. Notwithstanding as stipulated before, the risk of shipping and expense are passing to the purchaser when the goods leave the supplied plants. If shipment is delayed for reasons for which the purchaser is responsible, the risk will pass to the purchaser as soon as notification of readiness for shipment is given.

VI. Retention of Title
1. The deliveries remain the property of the supplier until all claims of the supplier against the purchaser have been met, even when the purchase price for a specific claim has been paid. With current accounts, reservation of title to deliveries (reserved goods) is deemed to be security for the balance owed to the supplier. If a bill of exchange liability of the supplier is created in connection with the payment of the purchase price, the retention of title will not expire until the purchaser as drawee has paid the bill of exchange.

VII. Warranty
1. The confirmation of the order is relevant for the quality and finish of the products.
2. Notices of defects must be given without delay. If there are concealed defects, they must be noted immediately after discovery. In either case, warranty claims are subject to a time limitation of twelve months after transfer of risk, unless agreed otherwise.
3 Insofar as the delivery of the supplier within the period of the statute of limitation shows a material defect (hereinafter: defect), the cause of which already existed at the time of transfer of risk, than the purchaser – in the direction of the supplier may claim subsequent fulfilment by repair on new delivery of respective products at the place of delivery. In the event of subsequent fulfilment twice-quoted fails than the purchaser at his direction is entitled to reduce the purchase price or to withdraw from the contract. Further claims in particular the reimbursement of expenses compensation of damage on account of defects of our consequential damage of interruption of operations as well as lost profits, are excluded.
4. Unauthorised reworking and improper handling will result in the loss of all claims for compensation based on defects. Normal wear and tear does not imply any rights to make warranty claims.
5. Clauses 1 to 5 apply correspondingly in the event of warranty in title.

VIII. Liability
Insofar as these Terms and Conditions do not provide for other liability clauses the supplier shall be liable only for directly caused to the purchaser as a result of defective supply, violation of official safety regulations or for any other legal reason attributable to the supplier only according to the following:
1. A Liability for compensation does, in general, only exist in case the supplier was at fault when causing the damage.
2. In case the purchaser is liable under law, without any fault on his part, which liability can not be excluded with regard to third party claimants then the supplier shall hold the purchaser free and harmless of any claim to the extent he would himself be liable directly. Compensation between purchaser and supplier shall be settled by the principles of their contributory negligence with regard to a possible claim of the purchaser. This shall also applying case the supplier is held liable directly.
3. Any liability will be excluded to the extent the purchaser has on his part effectively excluded any liability in relation to his customer. In doing so the purchaser shall attempt to stipulate limitations of liability on behalf of the supplier to the extent legally possible.
4. Any claims of the purchaser shall be excluded in as much as the damage is caused by the non-observants, attributable to the purchaser, of operating, service and installation instructions, to unsuitable or inappropriate use, to incorrect or a careless treatment, normal wear and tear or incorrect repair.
5. If the purchaser intents to assert a claim against the supplier according to the aforementioned stated provision he shall forthwith consults the supplier and shall comprehensively inform him. He shall give the supplier the opportunity to investigate the damage occurred. The contracting parties shall agree upon the steps to be taken especially in the case of negotiations for a settlement.

IX. Terms and Conditions of Payment
1. All payments must be made exclusively to the supplier in € (EURO) or in another contractually agreed currency.
2. The net purchase price is due immediately in cash before delivery. Any other terms of payment must be agreed separately.
3. If the payment is behind schedule, the, interest in the amount of the legal interest rate of 8 percent above the respective basic rate of the ECB will be charged to the supplier. The supplier reserves the right under the proof of evidence to claim a higher interest as a reimbursement.
4. The right to reject cheques or bills of exchange is reserved. Cheques and rediscountable bills of exchange will only be taken on account of performance and all costs in connection with them are to be met by the purchaser.
5. The purchaser may offset or assert a right of retention only if his claims are undisputed or have been declared legally final.
6. Sustained non-compliance with terms of payment or circumstances justifying serious doubts as to the creditworthiness of the purchaser will result in all claims of the supplier becoming due immediately. In such case, the supplier is also entitled to demand pre-payment for all outstanding deliveries or to cancel the contract if a reasonable deadline has not been kept.
7. If the purchaser stops making payments or insolvency proceedings are instituted on his assets or he requests an out-of-court settlement, the supplier is entitled to cancel the contract immediately.
The supplier reserves the right to claim for losses arising from non-performance of the contract, in particular in the case of arrears of payment. This does not affect the right of termination without notice.

X. Place of Performance and Court of Jurisdiction
1. The place of fulfilment is the location of the supplier.
2. The court of jurisdiction is Freiburg.
3. German law applies exclusively. Application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) is excluded.
4. If orders and correspondence are not carried out in German, the documents in German will prevail for determination of the content of the agreement.
5. Should one or more provisions of these conditions be or become invalid, this does not affect the validity of the other provisions. The purchaser is obligated to co-operate in agreeing on the stipulation of a valid provision which comes as close as possible to the original one in terms of legality and economic content.

SYOGRA Consulting GmbH