General business terms
Terms and Conditions

In the following please find the current Terms and Conditions of the Siro Lasertec GmbH in HTML-format.
Furthermore, you will find these Terms and Conditions available for inspection at our offices - Rastatterstrasse 6, 75179 Pforzheim, Germany.

The Siro Lasertec GmbH Terms and Conditions of Delivery and Payment are as follows (effective October 2002):

1. Scope

1.1 These present General Terms of Delivery and Payment are only applicable to enterprises within the meaning of Art. 14 of the German “BGB / Bürgerliches Gesetzbuch” (Civil Law Code).
1.2. We provide all deliveries and services exclusively subject to the application of these present General Terms of Delivery and Payment. Contradicting or deviating terms and conditions of the customer shall not apply unless we have expressly agreed on their applicability in writing.
1.3. Our General Terms of Delivery and Payment shall also apply to future transactions even if they are not specifically referred to in each case.

2. Offer and Conclusion of Contract

2.1 Our quotations are without obligation and non-binding unless they have been expressly described as a binding offer.
2.2 Our written order confirmation will be authoritative for the order. For immediate processing of the order the invoice or the delivery note are considered an order confirmation. If the customer has any objections to the details contained in the order confirmation, then he must raise them immediately. Otherwise, the contract has been concluded on the basis of the order confirmation in question.
2.3 We reserve the copyrights and proprietary exploitation rights without restrictions for estimates of costs, drawings and other documents. These documents shall not be made accessible to third parties unless we have expressly agreed on this in writing. Upon request, they must be returned to us without delay. Our customers shall not be entitled to any right of retention.

3. Prices

3.1 The prices mentioned in the confirmation of order are decisive. These prices shall apply for that particular order only and are not binding for subsequent orders. Unless otherwise agreed, our prices shall be ex works Pforzheim and do not include packing, freight, insurance, customs or VAT.
3.2 Should any cost increases occur between conclusion of the contract and performance of the order that have not been foreseeable to us e. g. as a result of increases in the wage or material costs, we shall be entitled to adjust the prices within the scope of the altered circumstances and without the charging of any additional profit.

4. Payment

Unless otherwise agreed, payment shall be made immediately pure net. Bills of exchange and checks will only be accepted for the purpose of payment and on the basis of express agreement.

5. Rights in case of financial deterioration

5.1 If we learn that the customer’s bill of exchange has been protested, that debt enforcement measures have been initiated against him or that there is some other form of worsening of his financial situation we are entitled to demand advance payment also for claims that are not yet due or to require security for these receivables, and to refuse any delivery by us in the meantime. If the customer is unable to meet our requests despite us having set an appropriate period of grace with the threat of cancellation, then we are entitled to cancel the contract or claim compensation for damages.
5.2 Moreover, we shall be entitled to prohibit the customer from the resale of goods and – subject to further rights from the retention of title – to take back any unpaid goods at the cost of the customer.

6. Offset and Retention

The customer is entitled to set off against undisputed or legally recognized counterclaims only. The customer may assert a right of retention only when this is based on the same contractual relationship.

7. Delivery

7.1 Periods and dates of delivery stated by us are not binding unless we have agreed to them as binding. Even deadlines agreed as binding are not fixed deadlines unless explicitly determined as such by ourselves.
7.2 The delivery period starts with the confirmation of order, however, not until the customer has supplied any necessary documents and information on technical details, permissions, releases and possibly agreed down payments.
7.3 We shall not be responsible for any delays of delivery or performance due to force majeure and any other events which were not foreseeable for us and not caused by us, which, however, hinder or render impossible the delivery of goods or services; even in cases where delivery periods and deadlines were agreed as binding. They shall entitle us to postpone the delivery or performance by the duration of the delay plus an appropriate start-up time.
7.4 If delivery is delayed due to gross negligence on our part, we will be liable for the resulting damages. In case of slight negligence on our part, our liability for proven damage caused by the delay is limited to a compensation for every completed week of the delay from 0.5 %, however, to a maximum of 5 % of the price for the part of the delivery that due to the delay could not be commissioned for the intended purpose.
7.5 A cancellation of the contract by the customer is only permissible, if the customer has, besides setting us an appropriate period of grace, declared the threat of cancellation. This will not apply when, in accordance with § 323 para. 2 BGB the fixing of a time-limit is dispensable.

8. Transfer of risk

8.1 All goods are shipped at the risk and expense of the customer. This also applies for possible return consignments which are not due to a justified complaint. The risks shall be passed to the customer upon the dispatch of the goods. This even applies if we have agreed to pay freight charges in specific cases.
8.2 If dispatch is delayed due to circumstances that the customer is responsible for, then the risk is transferred to the customer from the day on which the goods are ready for shipment.
8.3 If the form of dispatch, the route or the dispatch person is chosen by us we shall only be liable for gross negligence in the respective choice.

9. Retention of title

9.1 We reserve title to all goods delivered by us until full payment of all receivables from previous contracts has been made. This also includes check and bills of exchange receivables as well as claims from current accounts. Where liability for us arises from bills of exchange in connection with payment, the retention of title will not expire before our liability on the basis of the bill of exchange has been excluded.
9.2 If the customer is in default of payment or if it becomes apparent that our claims for payment are at risk due to the customer's difficult financial situation we shall be entitled to claim the surrender of the goods based on our retention of title.
9.3 In case of attachments or any other interventions of third-parties the customer undertakes to notify us immediately thereof. The customer shall bear all costs that may occur in order to ensure that such intervention discontinues and to ensure the recovery of the goods delivered, insofar as such costs cannot be collected from such third party.
9.4 The customer is, with the provision of a revocation permissible for cause, entitled to dispose of the delivered item within the proper course of business. In particular it shall not be permitted to pledge the goods or use them as security. Goods that are subject to retention of title shall only be passed on to the purchaser by the customer if the customer is not in default with respect to his obligations to us.
In the event of resale of the goods, the customer shall assign to us all claims from such resale, in particular claims for payment, but also other claims relating to the sale, up to the total amount of our invoice (including VAT), irrespective of whether the goods delivered were sold without or after processing.
Subject to our admissible revocation for good cause, the customer shall be entitled to collect the assigned claims on a fiduciary basis. Resale of the receivables within the framework of actual factoring shall be subject to our prior consent. For good cause we shall have the right to notify third-party debtors of the assignment of claims also on behalf of the customer. Notification of the assignment to a third-party debtor shall end the customer’s right to collect the debt. If the right to collect the debt is revoked, we can require the customer to disclose to us the claims assigned as well as the debtors thereof, to provide us with all information required for collection, to hand over all relevant documents and to notify the debtors of the assignment.
9.5 Any treatment or processing of the delivered good by the customer is carried out on behalf of us. We are regarded as producer in the sense of § 950 BGB without further obligation. If the delivered good is processed or inseparably combined with other goods not owned by us, we shall acquire co-ownership of the new goods in the ratio of the value of the invoice amount to the purchase price of the other processed goods. For the object being created by such processing the same provisions shall apply as for the goods delivered.

10. Complaints and claims for defects

10.1 The customer is obligated to inspect each delivery immediately upon acceptance or receipt and immediately give written notice of identifiable defects to us. Concealed defects must be notified in writing without delay following detection. Otherwise the delivery shall be considered to have been approved.
10.2 In so far as we are responsible for a defect, we are entitled to subsequently fulfill our obligations at our option either by remedying such defect or by delivering a faultless item. In the event that we refuse subsequent fulfillment, that it has failed or is unacceptable to the customer, the customer may assert its other legal rights.
10.3 After prior arrangement with us, the customer must grant us the necessary time for all rectifications and replacement deliveries we deem necessary; otherwise we will be released from any liability for ensuing consequences. Only in urgent cases of endangerment of operational safety or to avert disproportionately extensive damages, the customer shall have the right to rectify the fault himself or have it rectified by third parties and to demand that we reimburse him for the necessary expenditure. If the defect is only of a minor nature the customer does not have the right to the cancellation of the contract.
10.4 Claims of the customer based on defects shall be subject to a limitation period of 12 months after delivery. However, the statutory periods of limitation shall apply to goods which in accordance with their customary usage have been used for a building (§ 438 para. 1 No. 2 BGB), to cases of fraudulent concealment of a defect (§ 478 para. 3 BGB) and cases of the entrepreneur’s right of recourse (§ 479 BGB).

11. Limitation of liability / compensation

11.1 We shall be liable for intent and gross negligence. For slight negligence we shall only be liable if such negligence involves the breach of important contractual obligations to do with the nature of the contract or if such a breach jeopardizes the ability to achieve the purpose of the contract. In all other respects, claims for damages asserted by the customer relating to slight negligence shall be excluded, irrespective of the legal grounds such claims are based on.
11.2 The foregoing limitation on liability shall not apply to claims for damages under the German Product Liability Act and in cases of harm to life, body or health. In addition, a limitation on liability shall not apply to damage claims based on material defects if we have fraudulently concealed a defect or if we have given a guarantee.
11.3 Claims based on material defects shall be subject to a limitation period of 12 months after delivery. In the cases stipulated under item 10.4 hereof, in cases of intent, gross negligence or culpable harm to life, body and health as well as in the event of claims under the German Product Liability Act the statutory periods of limitation shall apply.
11.4 The limitation of liability in the event of intent and gross negligence particularly applies to the processing of material with laser technology. Here is a significantly increased risk that the piece of jewelry to be processed will additionally be damaged or destroyed by the laser beam. As processing costs are relatively low compared to the value of a processed piece of jewelry, there is a limitation of liability to intent and gross negligence.

12. Place of performance, jurisdiction, applicable law

12.1 The place of performance as to delivery and payment for both parties is Pforzheim.
12.2 The place of jurisdiction for all disputes arising from this contractual relationship or from its coming into being or validity in the case of merchants for both parties is Pforzheim. We may also file suit at our discretion at the customer's principal place of business.
12.3 The entire contractual relationship is subject to German law.