I. Scope of delivery or work/services

1. The scope of delivery or services shall be determined by the written declarations of both parties. If a contract has been concluded without such reciprocal declarations being available, either the written order confirmation by SIMACIES or, if such confirmation has not been given, the written order of the customer shall be authoritative.

2. SIMACIES reserves the unrestricted rights of ownership and copyrights to cost estimates, drawings and other documents; they may only be used and be made accessible to third parties with the prior consent of SIMACIES.Drawings and other documents pertaining to quotations shall be returned to SIMACIES immediately upon request if the order is not placed with SIMACIES. Sentences 1 and 2 shall apply equally to the Purchaser’s documents; however, they may be made accessible to third parties to whom SIMACIES has lawfully transferred deliveries or services.

3. Supplementary agreements are only valid if they have been confirmed in writing.

4. SIMACIES does not accept any terms and conditions of purchase of the purchaser that deviate from or contradict these terms and conditions, even if SIMACIES executes them in his conduct. These terms and conditions of delivery shall also apply to all future business transactions with the customer.

II. Prices

1.The prices are shown in Rupees/Euro and are valid for delivery ex works excluding packaging, which will be charged separately

2.The prices are subject to VAT. It will be shown separately in the invoice at the statutory amount on the day of invoicing.

III Retention of title

1. The goods remain the property of SIMACIES until all claims against the customer arising from the business relationship have been fulfilled. Prior to this, pledging or transfer by way of security is prohibited and resale is only permitted to resellers in the ordinary course of business on condition that the reseller receives cash payment from his customers. Any arising costs of interventions shall be covered by the customer. Inasmuch as the value of all security interests to which SIMACIES is entitled in accordance with sentence 1 exceeds the value of all secured claims by more than 25 per cent, SIMACIES will release a corresponding part of the security interests at the request of the customer.

2. SIMACIES is authorized to take back the object of sale in case of breach of contract by the customer, especially in case of delayed payment. The repossession of the object of sale by him does not constitute a withdrawal from the contract, unless SIMACIES has expressly declared this in writing. The seizure of the object of sale by him always constitutes a withdrawal from the contract.

3. The customer is obliged to treat the goods, which are stored under retention of title, with care; in particular, he is obliged to insure them at his own expense against fire, water damage and theft to a sufficient extent at the original value. Any claims against insurance companies resulting from this are deemed to be assigned to SIMACIES. In as much as maintenance and inspection work is required, the customer must do this in time at his own expense

4. In case of seizure or other interventions by third parties, the customer must notify SIMACIES immediately.

IV. Terms of payment

1. The payments are to be made in full to SIMACIES.The customer shall only be entitled to set off claims which are undisputed or have been legally established.

2. Unless otherwise agreed, deliveries are due for payment within 10 days from the date of invoice less 2% discount or within 30 days net.

3. if the customer is in delay of payment, SIMACIES  is entitled to demand delay interest of 8% above the current base rate p. a. without prior notification

V. Deadline for delivery or services

1. With regard to the period of time for deliveries or services, the mutual written declarations are authoritative. Article I, 1st sentence 2 shall apply as appropriate. The agreed delivery period begins after the timely receipt of all documents and necessary approvals to be supplied by the customer.

2. SIMACIES shall not be liable for any disadvantages caused by delays in delivery to the customer.

3. If SIMACIES is in default of delivery, which is not due to the influence of force majeure, the customer may only withdraw from the contract if he has granted SIMACIES a reasonable extension period with the threat of refusal and this period has expired without delivery.

4. If the customer defaults on acceptance or breaches other notification obligations, SIMACIES shall be allowed to claim damages including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of purchase shall also pass to the customer from the time he is in default of acceptance.

VI Transfer of risk

1. The risk shall transfer to the customer upon delivery from the factory, even if partial delivery is made or freight-free delivery has been agreed.

2. At the customer’s request, SIMACIES will insure the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks at the customer’s expense.

3. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day of readiness for dispatch, however, SIMACIES shall be obliged to effect the insurances requested by the customer at the request and expense of the customer.

VII Warranty

SIMACIES is liable for defects in the delivery, excluding further claims as follows:

1. All parts are to be repaired or replaced free of charge, at SIMACIES discretion, which within 12 months from the date of commissioning (or max. 24 months from the date of dispatch) are found to be useless or to have a significant adverse effect on their usability as a result of a circumstance prior to the transfer of risk – in particular due to faulty design, faulty materials or defective construction. SIMACIES must be notified in writing of the discovery of such defects without delay, at the latest 8 days after their discovery.

2. The customer shall grant SIMACIES the necessary time and opportunity to remedy the defect. If he refuses this, SIMACIES is released from SIMACIES liability for defects.

3. If SIMACIES lets a suitable period of grace granted elapse without remedying the defect, the customer can demand cancellation of the contract (conversion) or reduction of the remuneration (reduction).

4. Liability for defects does not apply to natural wear and tear, unsuitable or improper use, faulty or careless handling, excessive use, inappropriate equipment and such chemical, electrochemical or electrical influences not attributable to SIMACIES fault.

5. Any modifications or work conducted by the customer or third parties which are improperly carried out on the delivery item without prior approval shall lapse the warranty claim.

6. The warranty period is 3 months for rectification of defects, 6 months for replacement deliveries or replacement services. It shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects on the delivery item shall be extended by the duration of the business interruption caused by the repair work.

7. In the event of rectification of defects, SIMACIES shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the goods have been transported to a location other than the place of performance.              

8.The provisions on warranty periods in sections 1 and 6 do not apply if the law states mandatory longer periods

VIII. Other claims for damages

1. Further claims of the customer against SIMACIES and his vicarious agents are excluded, in particular a claim for compensation of damages incurred to other items than the delivery item itself.

2. Other claims, regardless of the legal grounds, shall be excluded unless expressly granted to the customer in these terms of delivery.

3. If SIMACIES breaches a fundamental contractual obligation through gross negligence, SIMACIES liability to pay compensation for damage to property or personal injury is limited to the compensation of its business liability/production liability insurance.

IX. Place of jurisdiction – fulfillment

1. The place of jurisdiction for SIMACIES all disputes arising directly or indirectly from the contractual relationship, if our contractual partner is a merchant in INDIA.

2. If not otherwise specified in the order confirmation, SIMACIES registered office in Hyderabad shall be the place of performance.

X. Binding nature of the contract

The contract remains binding in its remaining parts even if individual points of the contract are legally ineffective. This does not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.