General Terms and Conditions

1. Validity

These terms and conditions apply to all contracts, deliveries and services of TRIAS Mikroelektronik GmbH ("TRIAS") as a seller to all contractual partners, unless other terms have been mutually agreed in writing.

Deviating terms and conditions of the buyer shall not be binding even if TRIAS does not expressly object to them.

Acceptance of goods delivered by TRIAS means that the buyer renounces any terms and conditions expressively specified. In any case, the following conditions of TRIAS are effective for the entire contract

2. Subjects of Contract

Subject of the contract is either (I) purchase of a license, (II) standard software license leasing, (III)  performance of related services (such as installation, training) and / or (IV) hardware products. In the case of (I), (II) and (IV), TRIAS only acts as distributor on behalf of the rights holders. Contractual objects are neither programmed, developed nor modified in any way by TRIAS.

In case of license purchase, the subject of the contract is the delivery of standard software and granting of permanent, non-exclusive, rights of use.

License rental is subject to the delivery of the standard software and the granting of temporary, non-exclusive, rights of use. The customer has no claim to the transfer of the source program.

Before concluding the contract the buyer has checked that the specification of the software / hardware meets his requirements. The buyer  is aware of the features and conditions of software / hardware.

3. Offers and order placement

Offers are subject to change unless confirmation of validity is available in writing.

Placement of an order confirms the acceptance of TRIAS terms of delivery and payment.  Any information by TRIAS regarding delivery times is approximate only and none binding.

Contracts and other agreements become binding only upon written confirmation of TRIAS. In the absence of such written confirmation, the purchase contract is concluded without contradiction through receipt of the goods and subsequent issue of invoice by TRIAS.

Technical documentation, dimensions, illustrations etc as part of the offer are none binding, unless otherwise agreed in writing

4. Additional rights

Type and scope of use are determined by the manufacturer / copyright holder license conditions.

By fulfilment of the purchase contract, the buyer becomes the licensee of the licensor of the respective software product. At the same time the licensee undertakes to comply with use of the product as agreed. The right of use comes into effect upon signing or recognizing the license agreement in whatever form (for example during the installation of the software) and by paying the license fee, whereby the licensee accepts the respective license agreement. Software use without a recognized license agreement is prohibited and constitutes a violation of the respective licensor’s copyrights and other proprietary rights, which are pursued by the respective licensor. The recognition of the license agreement is also a prerequisite for any service guarantees. In case that some parts of this article should contradict the license conditions of the software manufacturers, the conditions of the manufacturer / copyright holder apply.

5. Patents and copyright

Ownership and copyright of technical documents, drawings, calculation data as well as the entire software remain with TRIAS or the respective manufacturer / rights holder. Disclosure to third parties and the making of copies is only permitted with prior written consent.

6. Delivery

The goods are delivered as per design and condition stated at the time of confirmation of order. If technical improvements have been introduced following order acceptance, TRIAS reserves the right to deliver the upgraded products. In case of re-orders, prices quoted by TRIAS as list prices at the time of delivery, also apply to re-orders in general.

Side agreements are only valid if confirmed in writing. Delivery of the goods ordered is only possible by invoice on account. Returns of goods with request for credit are noty permitted.

7. Delivery times and delays

TRIAS will, if possible, adhere to ensured delivery dates if possible. In case of delay, the buyer is only permitted to withdraw from the contract if a reasonable grace period of at least three weeks has been granted to TRIAS. All other claims by the buyer in the event of non-delivery or non-timely delivery are excluded.

TRIAS is released from delivery obligations if, in turn has not been supplied on time by its subcontractors (for example the manufacturer), or for any reason whatsoever not at all / or has not been supplied in the specified quality or any other specification.

In addition, it is released from any obligation to deliver, if changes occur in regulatory created import conditions (eg in the form of customs and tax rates), in the event of significant changes in exchange rs, higher prices for raw materials and acts of God, changes in energy costs, freight costs and such like. In such cases TRIAS shall be entitled, at its own discretion, either to require adaptation of the contract to the changed conditions or to withdraw from the contract altogether. The buyer can also demand that a new purchase contract, taking into account the changed conditions, is concluded. Such request must be made to TRIAS within three weeks following the statement by TRIAS that TRIAS is withdrawing from the contract due to changed conditions.

8. Shipping and transfer of risk

Shipping routes and means are, unless otherwise agreed, choice of the seller.

All shipments, including any returns, are made at the expense and risk of the buyer, unless otherwise agreed in writing.

TRIAS shall not be liable for damage and loss occurring during transport. Transport incurance can be provided at the request and expense of the customer.

9. Prices and payment

Prices applied are net TRIAS registered office or place of despatch for unpackaged and uninsured goods, exclusive of VAT valid on the day of delivery. Payment is to be made as stated in the offer respectively as agreed by order confirmation.

Invoices are payable within fourteen days without deductions, unless otherwise agreed in writing. Receipt of payment by the seller is applicable for the payment date.

In the event of late payment TRIAS shall be entitled to charge interest of 1% per month from the first day after the payment was due, without prejudice of the possibility of actual higher damage claims.

In the event of the buyer’s default of payment, TRIAS is entitled to execute any other deliveries agreed by cash on delivery only. If the buyer does not pay cash upon delivery, TRIAS has the right tosee the goods on behalf of the buyer or on its own account, whereby TRIAS reservers all other rights against the buyer, in particular the right of reimbursement of the difference between the agreed purchase price and the purchase price achieved through the emergency sale.

Irrespectively TRIAS is entitled, for reasons not specified, to supply customers against pre-payment or cash on delivery, even if they have already been invoiced on account at an earlier date.

The buyer is not entitled to a right of retention against TRIAS unless it is a legally binding claim or claim recognised in writing by TRIAS.

10. Retention of title

TRIAS retains ownership of all goods delivered until full payment of all claims against the buyer has been received, regardless of any legal grounds.

The purchaser shall notify TRIAS immediately of all enforcement measures and reservation of propriety of goods delivered by TRIAS under retention of title in possession of the buyer. The costs of any interventions by TRIAS against enforcement action by creditors shall be borne by the buyer.

11. Warranty and liability

TRIAS is not liable for the fault of vicarious agents.

Incidentally liability for the usability of goods delivered for a specific purpose is not assumed. This also applies if any advice regarding the use of the goods has been provided by TRIAS.

TRIAS shall not be liable if the goods delivered are defective to a percentage which must be accepted as being commercially acceptable for such products only.

Any remaining liability consists solely in the fact that defective parts can be returned and exchanged for faultless parts or that TRIAS provides a credit note for the amount of the value of the goods returned. Any other claims for damages be it for compensation for direct or indirect damage and all other warranty claims are expressly excluded. In any case no liability is accepted for goods already processed. The processing of goods is considered as recognition delivery compliance.

TRIAS points out to the purchaser that according to current state of technology it is not possible to create standard computer software, which will work faultless in all applications and combinations. TRIAS accepts no liability for errors in programs or systems that were unavoidable or foreseeable according to the state of technology using standard test methods. For software products exclusively, the object of the purchase contract is the application function according to the program description.

Installation, assembly, consulting and training services are not part of the contract, but have to be agreed separately. Purchaser’s claims for rectification of known software errors by suppliers / manufacturers are expressly excluded.

Advisory or updating services by TRIAS are only included in the software license fee if it has been expressly stated in the order confirmation. This also applies in cases where consulting and updating services are included the manufacturer's license. If consulting or updating services are included for a defined period as part of the license fee, there is no entitlement to updates if the manufacturer does not provide updated versions of the software within this period.

Complaints of any kind must be made in writing immediately after receipt of the goods, with a detailed description of the error. It is the buyer’s obligation to check all delivery items immediately after arrival, to the extent that is customary in the trade, through a competent employee.

No further objections can be accepted if received later than 8 days after receipt of the goods,  also with regard to electrical design and technical usability, if these could have been found in the course of a random check.

If some parts of this article contradict the software manufacturers license conditions , the conditions of the manufacturer / copyright holder apply.

12. Inability of performance, other claims for damages

If delivery or service is made impossible for TRIAS, for reasons for which TRIAS is responsible, the buyer is entitled to claim for damages. This claim for damages however is limited to an amount equal to 10% of the value of the part of the delivery or service which can not be put into appropriate operation due to the impossibility of performance. Further claims for damages are excluded.

All damage claims expire latest after 6 months.

13. Right of Withdrawal

The buyer is entitled to a right of withdrawal only at final inability of performance by the seller. TRIAS reserves the right to withdraw from the contract for justified cases of inability of performance and in the event of adverse changes of the economic situation.

14. Re-Export

Products and technical know-how supplied by TRIAS are always intended to remain in the country of delivery as agreed with the buyer. The re-export of contract products, individually or in system-integrated form is, for the buyer, subject to regulatory approval and Federal Republic of Germany or EU foreign trade regulations and in general re-export license requirements according to the provisions of the US Department of Commerce. The buyer has to ensure his information regarding these regulations and is exporter liable to comply with these provisions.

15. Data storage

In accordance with § 33 BDSG we point out that personal data is stored, as long as is it related to the business relationship

16. Partial effectiveness

The invalidity of individual provisions within these General Terms and Conditions of Business do not justify the invalidity of the entire contract. TRIAS and the Buyer undertake to replace void clauses with such agreements whose content comes as close as possible to its economic purpose with the purpose pursued by the void clause.

17. Jurisdiction and place of fulfillment

Place of fulfillment and exclusive place of jurisdiction for all obligations and legal matters is Krefeld, Germany.

Relations between the contracting parties are governed exclusively by the laws of the Federal Republic of Germany.

18. Final provisions

No additional agreements are made. Additional agreements apart from these general terms and conditions, as well as the agreement of their cancellation or non applicability and the declaration of the redhibitory action, impairment and termination must be in writing. This also applies to the waiver of the written form requirement.

TRIAS Mikroelektronik GmbH
Moerser Landstr. 408
47802 Krefeld
Germany

Release: June 2012 Vers. 01