Legal Terms for a good and safe work relationship

Article I - Application, contract conclusion
All Chipland quotations, sales, deliveries and services are subject solely to the following terms. This applies even if Chipland has not objected to the client's different business terms.These terms form part of all contracts concluded by Chipland with contract partners in respect of Chipland deliveries and services; the award of an order or acceptance of a delive­ry is deemed to constitute recognition of the terms. Quotations issued by the company Chipland are subject to change and are not binding. Purchase orders are deemed to have been accepted once they have been confirmed in writing by Chipland. The delivery and invoice are simultane­ously deemed to represent an order confirmation.

Article II - Prices
All prices are deemed to be ex-works, excluding packaging and insurance, and excluding the applicable statutory tur­nover tax. If, following contract conclusion, extraordinary and signifi­cant cost factor increases should occur (e.g. raw materials, freight or packaging materials, etc.) in respect of Chipland or its suppliers, and if these increases should result in a sig­nificant increase in the purchase prices or cost prices, Chipland shall be entitled to demand an appropriate price adjustment from the purchaser.

Article III - Product description
Chipland's statements regarding the subject of the delivery and service (e.g. weight, dimensions, utility values, loads, tolerances, technical data etc.), as well as product illustra­tions in catalogues, are only approximately definitive. They represent descriptions and manufacturer part numbers rather than guaranteed attributes. Deviations or changes in accordance with ordinary trade usage, which occur as a result of statutory regulations or which represent technical improvements, are permissible as long as they do not adversely affect the product's use­fulness for the contractually intended purpose. A quantity tolerance of +/-10 % is deemed to be conceded. Chipland reserves the right to make partial deliveries.

Article IV - Payment and settlement
The goods delivered shall remain the property of the com­pany Chipland until all claims deriving from the business relationship, including ancillary claims and damage com­pensation claims, have been paid, and until all cheques and bills of exchange have been cleared. Until revocation, the party placing the purchase order is entitled to resell the goods in respect of which there is reservation of title in the context of normal business dea­lings, but is not permitted to pledge the goods, to transfer ownership by way of security or to make a fiduciary assign­ment in respect of the goods. The purchaser at this point already assigns to Chipland any claims deriving from resale of the goods in respect of which Chipland reserves title; Chipland accepts this assignment. Until revocation, the purchaser is entitled to collect the assigned claims. If, based on the reservation of title, Chipland takes back the delivery object, the contract will only be deemed to have been repudiated if Chipland makes an explicit declaration in this regard. The purchaser is obliged to insure the goods in respect of which Chipland has reserved title against damage, and to bear the associated costs.

Article VI - Delivery / Transfer of risk
Agreed delivery clauses are to be interpreted in accordan­ce with the incoterms applicable at the time of contract conclusion. If there is no specific delivery clause in the contract, the delivery object will be deemed to be delivered "ex works" (EXW). If, in the case of an EXW delivery and at the request of the purchaser, Chipland undertakes to ship the delivery object to its destination location, the transfer of risk will, at the latest, take place at the time when the first shipper takes delivery of the goods in question. Unless otherwise agreed, partial deliveries are permitted. The shipping method and packaging shall be decided by the company Chipland. On receipt, the purchaser is obliged to check the goods for damage and freedom from defects. A complaint must be lodged in respect of defective or incorrect deliveries, or delivery shortfalls, within 7 days of receiving the goods at the latest; otherwise the goods will be deemed to have been approved. The delivery time stated by Chipland is not binding. Events representing force majeure, breakage or machine damage, delays in the delivery of raw materials or other substances shall release Chipland from the need to observe the stated delivery time, and shall not result in dissolution of the con­tractual relationship. The purchaser shall remain bound by the contract and is, under all circumstances, obliged to accept the goods. If contract performance should prove impossible, Chipland shall be released from its delivery obli­gations. In the event of delays, the purchaser must set Chipland a subsequent deadline of at least 12 weeks.

Article VII - Defects
In the case of a verifiably defective delivery, Chipland may chose whether to rectify the defect or to deliver a replace­ment. If the defect rectification or replacement delivery fails, the purchaser may - ruling out all further claims of any kind, and regardless of the legal bases therefore - choose to either repudiate the contract or demand a reduction. If returning goods, the purchaser is obliged to observe Chipland stipulations (return confirmation / complaint with a request to return the test report containing all data and fea­tures of note, and including samples, within 14 working days). Any further claims on the part of the purchaser in respect of quality defects are ruled out to the extent legally permit­ted, unless relating to the absence of guaranteed attributes Quality defects shall become statute-barred 12 months after the initial transfer of risk.Quality defects must always be acknowledged in writing.In the case of attribute guarantees intended to protect the purchaser from the risk of any damage as a consequence of defects, Chipland shall be liable for damage compensation in accordance with the provisions of statutory regulations. However, this liability is limited to typical and predictable.

Article VIII - Liability
Claims against Chipland, or persons employed in performing an obligation for which Chipland is vicariously liable, or Chipland's vicarious agents, relating to compensation for damage as a consequence of defects, as well as damage compensation claims relating to impossibility of performan­ce, non-performance, the absence of guaranteed attribu­tes and prohibited actions are ruled out unless the damage was the result of premeditation or gross negligence.

Article IX - Flat-rate damage compensation
In the event that the purchaser unjustifiably repudiates the contract, or does not meet his acceptance obligation, or is in arrears of over 30 days in respect of payments due, Chipland is entitled to demand damage compensation for non-performance. The same applies if, for other reasons, Chipland has the right, as a result of statutory provisions, to repudiate the contract, or has the right of extraordinary ter­mination, and has availed of this right. In such cases Chipland is entitled, without prejudicing its right to enforce a higher actual level of damage compen­sation, to demand 20% of the (gross) purchase price in the form of damage compensation, whereby there is no need to verify the damage. However, the client shall be entitled, in individual cases, to verify a lesser amount of damage.

Article X - Foncluding provisions
The place of performance is Waldshut. The legal relations between the client and Chipland shall be solely subject to the law of the Federal Republic of Germany. Application of the UN Law of Purchase (CISG) is ruled out. If the client is a merchant as defined by the German Commercial Code, the legal venue for both parties shall be Waldshut or, if so requested by Chipland, the client's princi­pal place of business. Should a provision in the above General Terms of Business be or become ineffective, the remaining provisions shall not be affected thereby. The parties undertake to replace an ineffective provision with an agreement which most clo­sely approximates to the commercial purpose of the inef­fective provision. These Terms of Business shall apply until revoked.