Imprint:

Seli GmbH Automatisierungstechnik
Dieselstraße 13
D-48485 Neuenkirchen
Phone: +49 5973-9474-0
Fax: +49 5973-9474-74
E-Mail: Zentrale@seli.de
Internet: www.seli.de

Authorized to represent and managing director: Frank Nimwegen, Ludger Ströer

Registry office: District court stone ford 48565
Register number: 7HRB4080

Value added tax identification number in accordance with § 27 A value added tax law: DE 124388725

Adhesion reference:
Despite careful contentwise control we do not take over adhesion for contents more externally left.

Only the operators of the linked sides are responsible for their contents.

General business terms

(Based on the "general delivery terms of the German Electrical and Electronic Manufacturers´ Association as of January 2002" and the "general delivery conditions of the wholesale electrical supply company in the Federal Association of wholesale electrical supply  (VEG) e.V. Effective 04.04. In 2002")

1. Validity

The following conditions apply to all contracts, deliveries and other services, including consultancy services, unless they are modified or excluded with the express consent of the seller. Different conditions, particularly conditions of purchase, are hereby contradicted.

2. Offers and conclusion of a contract

2.1 The offers in the catalogues and sales literature of the seller and - unless expressly described as binding -the offers contained in the Internet are always non-binding, that is to be understood only as an invitation to submit a bid.

2.2 Orders shall be considered as adopted if they are confirmed by the Seller either in writing or if they are executed after receiving the order. Then the delivery note or invoice are considered as a confirmation of order.

2.3 If employees make oral side agreements or assurances, that exceed the written sales contract, they always require written confirmation of the seller. Oral statements by the seller or by persons who are authorized to represent the seller, remain unaffected by the foregoing arrangements.

2.4 If the seller becomes aware of facts after conclusion of the contract, in particular of delay of payment for previous deliveries, suggesting that, after dutiful commercial judgement, the purchase price claim, by lack of productivity of the buyer, is endangered, the seller is entitled, after setting a reasonable time limit to the buyer, to demand, at his own choice, pay as paid or appropriate security and, in case of refusal, to rescind the contract. The invoices for partial deliveries already made shall become immediately due.

2.5 Wishes of the buyer to subsequent reduction or cancellation of a legally valid contract can only be considered by special agreements and - if it is not in-stock-products - only as the presupplier is willing to take back the goods. In each case the seller is entitled to deduct for properly, with his consent returned goods, from the credit a reasonable percentage of the net invoice amount for settlement costs, testing and repackaging. Damaged goods will not be credited. In cases of avoidance of an error, the seller, in accordance with § 122 BGB, is entitled to compensation for the damage suffered.

3. Delivery, transfer of risk and delay

3.1 The risk is passed over, even with carriage free delivery, to the buyer as follows:

a) for deliveries without installation or assembly, if they have been dispatched or picked up.

b) if the supplies include assembly or installation on the day of acceptance into own operation or, if agreed, after successful trial operation

3.1 If the dispatch, delivery, the start or performance of assembly or installation, the taking over into own operation or the trial operation is delayed by reasons the buyer is responsible for or the buyer is in default of acceptance for other reasons, the risk passes to the buyer.

3.2 Partial deliveries are permissible to a reasonable extent.

3.4 The period of delivery extends - also within a delay - reasonably at the occurrence of force majeure and, after the conclusion of the contract, of all unexpected obstacles, which are not the responsibility of the seller (in particular operational disturbances, strikes, lockouts or failure of lines of communication) to the extent such obstacles are demonstrably of considerable influence to the delivery of the sold object. This is true even if these circumstances occur at the seller's suppliers and their subcontractors. The seller informs the buyer about the beginning and end of such obstacles as soon as possible. The buyer may require a declaration from the seller whether he wants to resign or will deliver within a reasonable time. If the seller does not declare himself immediately, the buyer may withdraw. Compensation for damages is excluded in this case.

3.5 The seller shall be liable, with regard to timely delivery, only for its own negligence and that of his assistants. He does not act for the fault of his subcontractors, because they are not his agents.

3.6 In case of delay in delivery, the buyer is obliged to declare, at the request of the seller, within a reasonable period, whether he still insists on the delivery or withdraws from the contract because of the delay.

4. Prices and payment

4.1 The prices are calculated ex works, plus the current legal sales tax. They do not include packing.

4.2 If the seller has taken over the assembly or installation and unless otherwise agreed, the buyer shall pay the agreed remuneration and any additional costs such as travel costs, costs for the transport of tools and personal luggage as well as accomodation allowances.

4.3 Payments shall be made free paying office of the seller.

4.4 Payments for repairs and services are due immediately without deduction.

4.5 In case of late payment, the legal provisions shall apply. Any agreed discounts will not be granted if the buyer is in delay with the payment of previous deliveries.

4.6 The claims of the seller are due immediately, regardless of the term of any bills, if the payment conditions are not met or if facts become known, suggesting that the purchase price claims of the seller are at risk due to lack of performance of the buyer. In the latter case, the seller is entitled to make further deliveries conditional on pay as paid or the granting of appropriate securities.

4.7 If the buyer defaults or does not honour a draft when due the seller shall be entitled to take back the goods, after prior warning, possibly  to enter the company of the buyer and seize the goods. The taking back is not a withdrawal from the contract.

4.8 A refusal to pay or a retention of payment is excluded if the buyer knew the defect or other reason for complaint at the conclusion of the contract. This is true even if this has remained unknown due to gross negligence, except that the seller concealed the defect or other reason for complaint maliciously or provided a guarantee for the quality of the goods. Moreover, the payment for defects or other claims can be retained only to a reasonable extent. The amount in dispute will be decided upon by an expert named by the Chamber of Industry and Commerce, at the headquarter of the buyer. He shall also decide on the spreading of the costs of his involvement at his equitable discretion.

4.9 A compensation is only possible for claims acknowledged or legally assessed by the seller.

5. Reservation of ownership

5.1 The seller reserves the title to the goods until full payment of the purchase price. For goods, the buyer obtains as part of an ongoing business, the seller reserves the title, until all his claims against the buyer of the business relationship have been settled, including future claims, even from contracts concluded at the same time or later. This applies even if some or all claims of the seller have been included in a current account and the balance has been struck and accepted. If, in connection with the payment of the purchase price by the buyer, a bill of exchange liability of the seller is reasoned, the right of retention of title does not cease to exist until the bill of exchange is encashed by the buyer as the acceptor. In case of delay of payment of the buyer, the seller is entitled to take back the goods after a warning and the buyer is obliged to surrender.

5.2 If the good subject to retention of title is processed by the buyer to a new mobile product, the processing is done for the seller, without an obligation for the latter resulting from this; the new item becomes the property of the seller. During processing, together with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other goods at the time of processing and the processing value. If the goods subject to retention of title is combined with goods not belonging to the seller in accordance with § § 947, 948 BGB, mixed or blended, then the seller becomes co-owner in accordance with legal provisions. If the buyer acquires by combining, mixing or blending, sole-ownership, he assigns to the seller co-ownership in proportion to the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In these cases the buyer has to store free of charge the item owned or co-owned by the seller that is also considered as a good subject to retention of title in the sense of the abovementioned conditions.

5.3 If the product subject to retention of title is sold alone or together with goods not belonging to the seller, the buyer shall assign already now, i.e .at the time of the conclusion of the contract, the claims resulting from the resale in the amount of the value of the product subject to retention of title, with all ancillary rights and priority over the other claims; the seller accepts the assignment. Value of the product subject to retention of title is the invoice amount of the seller, which remains without quotation, if rights of third parties are opposed to this. If the resold product subject to retention of title is in the joint ownership of the seller, so the assignment of the claims extend to the amount that corresponds to the share value of the seller in the co-ownership.

5.4 If products subject to retention of title are installed by the buyer as an essential component in the land, ship, ship building or aircraft of a third party, the buyer shall already now assign the emerging, assignable claims for compensation towards the third party or the one whom it may concern in the amount of the value of the goods subject to retention of title with all ancillary rights, including that of granting a mortgage, with priority over other claims; the seller accepts the assignment. Section 5.3, sentences 2 and 3 shall apply accordingly.

5.5 The buyer is entitled and authorized to resell, use or install the product subject to retention of title only in the usual and properly course of business and only with the provision that the claims are actually transferred to the seller. The buyer is not entitled to dispose of the product to retention of title in another way, especially not to pledge or chattel mortgage. A assignment by the way of genuine factoring is only allowed to the buyer under the condition that the seller is made known of this by announcement of the factoring bank and the accounts maintained there by the buyer and that the factoring proceeds exceed the value of the claim secured by the seller. The claim of the seller is due immediately with the credit entry of the factoring proceeds.

5.6 The seller authorizes the buyer to collect the claims assigned acc .to 5.3 to 5.5 under reserve of  revocation. The seller won´t make use of its authority to collect as long as the buyer meets his payment obligations. At the request of the seller, the buyer has to name the debtors of the assigned claims and notify the assignment.

5.6 The buyer has to inform the seller immediately about compulsory enforcement measures of third parties in the product subject of retention of title or in the assigned claims by handing over the documents necessary for the contradiction.

5.7 With suspension of payments and/or at the request to open the insolvency proceedings the right to resell, use or installation of the product subject to retention of title expires as well as the authorization to collect the assigned claims; with the protest of a cheque or bill the direct debit authority expires as well. This does not apply to the rights of the liquidator.

5.8 If the value of the securities granted exceeds the claims (if reduced by pre- and partial payments) by more than 20%, the seller is obliged to retransfer or release according to his choice. Upon repayment of all claims of the seller in the business relationship, the ownership of the goods subject to retention of title and the claims assigned are conveyed to the buyer.

5.9 As far as the value of the goods subject to retention of title is taken into account, it results from the invoice amount (invoice value) of the seller.

6. Notice of defects, warranty and liability

6.1 The buyer may not refuse to receive supplies because of minor defects. Claims for defects do not exist when minor deviations from the agreed quality, only minor damage of serviceability, natural wear or damage caused by faulty or negligent treatment after the transfer of risk occur.

6.2 For defects within the meaning of §434 BGB the seller is only liable as follows: The buyer must examine the received goods immediately for quantity and quality. Obvious defects have to be notified by the buyer within 7 days after delivery of the goods by written notice to the seller. To meet the deadline timely dispatch of the notice of defects is sufficient. The seller is not obliged to warranty if the buyer has not notified an obvious defect in time and in writing. For reciprocal commercial transactions between merchants §377HGB remains unaffected.

6.3 If the buyer discovers defects of a good, he may not dispose of it, i.e. it may not be shared, resold or processed until an agreement is reached on the settlement of the claim or proceedings for the reservation of evidence took place by an expert assigned by the Chamber of Industry and Commerce at the headquarter of the buyer.

6.4 The buyer is obligated to make available the rejected goods or samples to the seller for the purpose of examination of the reclamation. In case of culpable refusal the warranty expires.

6.5 In case of legitimate complaints the seller is entitled to determine the type of supplementary performance (replacement, amendment) considering the type of the defect and reasonable interests of the buyer. During the supplementary performance the reduction of the purchase price or the withdrawal from the contract by the buyer are excluded. An amendment is considered as failed when the second attempt is unsuccessful. If the supplementary performance has failed or is refused by the seller, the buyer may, to his choice, demand a reduction of the purchase price or withdraw from the contract.

6.6 The buyer has to inform the seller about a warranty claim of a consumer without delay.

6.7 As far as the seller has made the planning/programming of the installation of complex control- and network systems the buyer is obliged, as the installer, to adhere to the planning and make amendments only with the consent of the seller. This applies also to minor deviations, during the installation as well as during subsequent repairs. A compensation for damages – regardless of what kind – which can be traced back to an unauthorized deviation of the buyer from the specifications, is not assumed by the seller.

6.8 Claims for defects expire in 12 months starting from the delivery of the goods.

This does not apply if the law according to §§ 438 paragraph 1 No.2 (building and building materials), §479 paragraph 1 (claim to recourse) and §634a paragraph 1 No.2 (construction defects) BGB doesn’t prescribe longer terms.

6.9 Claims to recourse acc. to §§ 478, 479 BGB only exist provided that the use by the consumer was authorized and only to the extent permitted by law but not for accommodation arrangements not agreed upon by the seller. They presume, apart from that, the observance of own duties towards personnel entitled to recourse, especially the regard of obligations to rebuke.

6.10 For claims for damages Section 8 (general limitation of liability) applies.

7. Installation and assembly

During the setting up, assembly and installation by the seller, the buyer has to provide, at his expense and in time, protective clothing and safeguard, which are needed due to special conditions of the installation site. Before starting the assembly work, the buyer has to provide, without being requested, the necessary information on the location of concealed electric power, gas and water lines or similar installations as well as the necessary static data. If the installation, assembly or start-up is delayed because of circumstances the seller is not responsible for, the buyer has to bear the costs for time of waiting and additional necessary voyages of the seller or the assembly men, to a reasonable extent.

8. General Limitation of Liability

8.1 Claims for damages and reimbursement of expenses of the buyer (in the following: damage claims) for whatever legal reason are excluded, in particular because of breach of duties arising from an obligatory relation and unauthorized action.

8.2 This does not apply in the case of a guarantee of quality given by the seller and not in the case of mandatory liability, e.g. under the Product Liability Law, in cases of intent or gross negligence, injury of life, body or health, as well as infringement of substantial contractual obligations. The damage claim for the violation of fundamental contractual obligations is limited to the typical, foreseeable damage if there is no intent or gross negligence or liability for injury of life, body or health. A change in the burden of proof to the detriment of the buyer is not connected with the above regulations.

8.3 If the buyer is entitled to damage claims according to this section 8, these claims become time-barred with the expiration of the statute of limitation valid for claims for defects as to quality according to section 6.8. For damage claims under the Product Liability Law the legal provisions for statute of limitation apply.

8.4 These regulations shall apply to the buyer correspondingly.

9. Repairs

The general repair terms of the seller shall apply, which he will send you readily on request.

10. Place of Jurisdiction and Applicable Law

10.1 Place of fulfilment and jurisdiction for deliveries and payments (including action on bills and checks) and all disputes that arise between the parties is the headquarter of the seller, if the buyer is a businessman, legal person of public law or fund assets subject to public law . The seller is entitled to sue the buyer at his headquarter.

10.2 The relationship between the parties is exclusively regulated by laws of the Federal Republic of Germany excluding the UN Sales Convention.

10.3 The contract remains binding in its remaining parts even in case of legal invalidity of individual provisions. This does not apply if the adherence to the contract of individual provisions. This does not apply if the adherence to the contract constitutes an unacceptable hardship to either party.

General Terms of Use for the Seli site

1. Scope

1.1  The use of this website by the company seli GmbH automation engineering (hereinafter referred to as seli) is only permitted on the basis of these conditions. These General Terms of Use may be completed, modified or replaced in individual cases by further conditions, for example for the purchase of  products or services. We assume no responsibility for the topicality, correctness, completeness or quality of the provided information.

1.2 The complete website (sum of all sides) is property of seli or third parties and is protected by copyright law and international copyright treaties as well as by other laws and treaties concerning intellectual property. All rights are reserved. Designated trademarks belong to their respective owners.

2. Services

2.1 Seli keeps available on its websites specific information and software on demand or to download.

2.2 Seli may stop, at any time, the operation of the seli-websites wholly or in parts. Seli does not    guarantee the continuous availability of the seli-websites.

3. Registrations, passwords

3.1 Some pages of the seli-website can be password-protected. The access to these pages is only possible for registered users, in the interest of the security of business transactions. There is no claim to a registration by seli. Seli has the right to revoke the access authority by blocking the access data without being required to give reasons.

This shall especially apply if the user:

- has supplied false information on registration

- has violated these terms or his duty of care in dealing with the access data

- has violated any applicable law when accessing or using the seli-website.

3.2 If a registration is intended, then the user is obliged to provide truthful information for the registration and to inform seli about possible subsequent changes immediately. The user must ensure that he receives the emails sent to the email-address named by him.

3.3 The user shall ensure that the user data are not made accessible to third parties and is liable for all orders made under the user data and other activities. After each use, the area protected by the password has to be filed out. If the user becomes aware that third parties are misusing the user data, he is obliged to inform seli immediately in writing, if necessary in advance orally or by email.

3.4 Upon receipt of the notice under paragraph 3.3 seli will block the access to the password-protected area with these user data. The repeal of the block is only possible by a separate request of the user to seli or upon new registration.

3.5 The user may, at anytime, request in writing the cancellation of his registration, provided that the deletion is not opposed to the proper performance of running contractual relationships. Seli will clear in this case all user data and other data of the user as soon as it is no longer needed.

4. Rights of use of information, software and documentation

4.1 The use of the information, software and documentation provided on the seli-website is subject to these terms, or, in case of updating of information, software or documentation to the respective terms of a licence agreed upon previously with seli. Separately agreed licence terms shall prevail over these terms.

4.2 Seli grants the user a non-exclusive and non-transferable right to use the seli-site information, software and documentation to the extent agreed upon, or if nothing is agreed, as it is in accordance with the purpose pursued by seli through the provision and transfer.

4.3 Software shall be free in machine readable form. There is no right for the surrender of the source code.

4.4 Neither information, software nor documentation may be, at any time, distributed, let or ceded otherwise by the user to third parties. Unless permitted by compelling legal provisions, the user may not modify, reverse engineer or retranslate neither the software nor its documentation nor separate parts from it. The user may make a backup copy of the software, if this copy is needed for the securing of further use in accordance with these terms of usage.

4.5 The information, software and documentation are protected by copyright laws as well as by international copyright treaties and other laws and agreements on intellectual property. The user will respect these rights, in particular not remove alphanumeric codes, brands and copyright notes neither from the information, software, documentation nor copies of these.

5. Usage rights

5.1 Although seli is always concerned to keep the seli-website free from viruses, seli does not guarantee freedom of viruses. Before downloading of information, software and documentation the user has to care for appropriate safety device and virus scanners for his own protection and to prevent viruses on the seli-website.

6. Data security

6.1 Seli observes at the collection, usage and processing of personal data of the user of the seli-website the applicable data protection laws.