(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services of SAND & SILICON GmbH ("Seller") provided to its commercial customers ("Buyer"), regardless of whether the transaction involves the sale, delivery, or other services. These GTC apply exclusively in business-to-business (B2B) transactions.
(2) Deviating, conflicting, or supplementary terms and conditions of the Buyer shall not become part of the contract, even if they are not expressly rejected. They shall only apply if the Seller has expressly agreed to their applicability in writing.
(3) Amendments and supplements to these GTC as well as deviating agreements must be made in writing. This also applies to any waiver of the written form requirement.
(4) These GTC also apply to all future transactions between the parties, even if not explicitly referred to again.
(5) Acceptance of goods delivered by the Seller shall constitute the Buyer's waiver of any of its own general terms and conditions. In any case, the following terms and conditions of SAND & SILICON GmbH shall be legally binding for the entire contract.
(1) Offers made by the Seller are generally non-binding and subject to change, unless expressly designated as binding.
(2) A purchase order from the Buyer constitutes a binding offer to conclude a contract. The contract is only formed upon written order confirmation by the Seller or by delivery of the goods.
(3) The Seller reserves the right to reject orders in whole or in part or to withdraw from the contract even after order confirmation, should circumstances become known that, in the Seller's view, jeopardize proper contract fulfillment. This particularly applies in the event of significant supply shortages, unforeseeable procurement issues, or justified doubts regarding the Buyer’s creditworthiness. In such cases, the Buyer shall be informed immediately and any payments already made shall be refunded without delay.
(4) The conclusion of the contract is subject to the condition of correct and timely self-delivery by the Seller’s own suppliers. This applies only if the Seller has entered into a congruent covering transaction and is not responsible for the non-delivery.
(5) The Buyer acknowledges that their order becomes binding and irrevocable once the Seller has placed a binding order with its own upstream supplier or manufacturer. From this point onward, cancellation or modification of the order is excluded, regardless of whether an order confirmation has already been issued.
(1) The delivery times offered will be observed as far as possible. If the goods are not in stock but procured or forwarded, the stated delivery times are always non-binding. All claims of the Buyer in the event of non-delivery or delayed delivery - particularly claims for damages - are excluded unless the Seller is guilty of intent or gross negligence.
(2) Delivery is subject to the Seller itself being supplied in a timely and sufficient manner by its manufacturers or upstream suppliers. The Seller is not liable for the impossibility or delay of delivery caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g. natural disasters, pandemics, war, official measures, transport delays, operational disruptions, labor disputes, material shortages, allocation measures by manufacturers, etc.).
(3) In such cases, the Seller is entitled to postpone delivery for the duration of the disruption or to withdraw from the contract in whole or in part for the unfulfilled portion. The Buyer will be informed immediately. Any consideration provided by the Buyer will be refunded without delay if no subsequent delivery is made.
(4) Partial deliveries are permitted, provided they are reasonable for the Buyer.
(5) Shipment is at the Buyer’s risk. Risk of accidental loss or deterioration passes to the Buyer upon handover to the carrier. This also applies if carriage-free delivery has been agreed.
(1) Unless explicitly agreed otherwise, all prices are quoted in euros net ex works or ex warehouse of the Seller (EXW according to Incoterms in the currently valid version). Prices do not include VAT, packaging, transport, insurance, or other shipping costs. These will be invoiced separately to the Buyer. Any customs duties, import taxes, fees, or other public charges shall be borne by the Buyer.
(2) (2) Payment terms are governed by the individual agreement with the Buyer and are specified in the order confirmation. Unless otherwise agreed, the purchase price is due for payment within 14 calendar days from the invoice date. The date of receipt of payment by the Seller is decisive. For certain customers or orders, the Seller may require advance payment, cash on delivery, or other payment modalities. Discounts are only permitted with express written agreement.
(3) For new customers or in case of justified doubts regarding the Buyer’s solvency, the Seller reserves the right to deliver only against advance payment or cash on delivery.
(4) In the event of payment default, the Seller is entitled to charge statutory default interest and flat-rate dunning fees. The assertion of higher damages caused by delay remains unaffected.
(5) The Buyer is only entitled to set-off or retention if their counterclaims are legally established or undisputed. A right of retention exists only if it is based on the same contractual relationship.
(6) If it becomes apparent after conclusion of the contract that the Seller's claim to payment is endangered due to the Buyer’s lack of financial capacity (e.g. insolvency filing), the Seller is entitled to refuse delivery and, if applicable, withdraw from the contract after setting a deadline.
(7) If, after conclusion of the contract, essential price-forming factors change - in particular exchange rates, import duties, freight costs, raw material prices, or manufacturer prices - the Seller is entitled to make an appropriate price adjustment. This applies especially if the contract is based on a foreign currency or if procurement costs depend on a foreign currency. The applicable exchange rate is that at the time of order confirmation. If procurement costs increase by more than 3% due to exchange rate fluctuations, the Buyer shall bear the difference unless otherwise agreed in writing. The Buyer will be informed of any adjustment immediately. In case of a price increase of more than 10%, the Buyer shall have a right of withdrawal.
(1) The delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship. The Buyer may only resell the goods subject to retention of title in the ordinary course of business.
(2) Pledging or transfer by way of security is not permitted. In the event of third-party access to the goods subject to retention of title, the Buyer must point out the Seller’s ownership and notify the Seller immediately.
(3) The Buyer hereby assigns to the Seller by way of security all claims arising from resale of the goods subject to retention of title. The Seller hereby accepts this assignment.
(4) If the goods are combined or processed with other items, the Seller shall acquire co-ownership in proportion to the value of the goods subject to retention of title compared to the other combined items at the time of combination.
(5) If the realizable value of the securities exceeds the Seller’s claims by more than 10%, the Seller shall release securities of its choice at the Buyer's request.
(1) All products offered, confirmed, or delivered by the Seller are generally to be considered "NCNR" (Non-Cancellable, Non-Returnable), unless expressly agreed otherwise in writing.
(2) By placing an order, the Buyer expressly agrees that cancellation or return is excluded - even in cases of overordering, project cancellations, or misjudgments. Any unilateral withdrawal from the order at a later time is excluded, regardless of whether an order confirmation or delivery has occurred.
(3) The Seller is not obliged to review or accept returns on a goodwill basis. However, the Seller is generally interested in finding an appropriate solution together with the Buyer. Any return shall be reviewed voluntarily and in any case requires the express written consent of the Seller. If a return is accepted, it shall be subject to reasonable restocking fees and assessment of the actual condition of the goods.
(4) This regulation applies irrespective of product type, intended use, or industry and includes, but is not limited to, special procurements, allocated goods, or goods with limited shelf life. Any statutory right of withdrawal is excluded.
(1) The Buyer's rights in case of defects in quality or title are governed by statutory provisions unless otherwise specified below. Commercially standard or technically unavoidable deviations in quality, color, dimensions, weight, equipment, or design do not constitute defects. Minor changes due to technical advancement are likewise not considered defects.
(2) The Buyer is obliged to inspect the delivered goods immediately upon receipt and to report any defects in writing within five (5) working days. The inspection must be carried out on a sample basis with due commercial care, including with respect to electrical properties and technical usability. In the event of later complaints, the Buyer bears the full burden of proof that the defect was present at the time of the transfer of risk.
(3) Any complaint must specify the defect in detail and be substantiated with appropriate documentation or samples. General or late complaints are considered irrelevant. In such cases, the goods are deemed approved.
(4) In the case of hidden defects, the complaint must be made no later than seven (7) calendar days after discovery. If notification is not made within this period, the goods are likewise deemed approved.
(5) The Buyer acknowledges that the Seller, acting as a reseller, has no knowledge of the specific application of the delivered goods. The Seller only performs basic incoming goods inspections (e.g. check of original packaging, ESD protection, label readability, product group, quantity, and manufacturer marking). Any further inspection - especially for defective parts, third-party rights, or fitness for a specific purpose - is explicitly not owed.
(6) The warranty period is 90 days from delivery of the goods unless otherwise agreed in individual cases. This period also applies to non-contractual claims for material defects, unless a longer mandatory statutory period applies (Sections 195, 199 of the German Civil Code).
(7) Processing, installation, or resale of the delivered goods constitutes recognition of proper and defect-free delivery. Liability for already processed or commissioned goods is excluded.
(8) The Seller is not liable for damage caused by improper storage, handling, or further processing of the goods by the Buyer or third parties. Liability for specific intended uses is excluded, even if advice was provided in this regard.
(9) The Seller is also not liable for a commercially customary minor proportion of defective components as typically occurs in electronic parts. Such risks must be considered by the Buyer.
(10) Warranty claims are limited, at the Seller’s discretion, to replacement delivery, rectification, or a credit note for the net value of the defective goods. Further claims, especially for direct or indirect damages, loss of profit, or production downtime, are excluded - subject to Section 8.
(1) The Seller is liable without limitation for damages resulting from injury to life, body, or health, provided they are due to intentional or grossly negligent breaches of duty by the Seller or its legal representatives or vicarious agents.
(2) For other damages, the Seller is only liable in cases of intent or gross negligence. In cases of simple negligence, liability exists only for breaches of essential contractual obligations (cardinal obligations), i.e. those obligations whose fulfillment enables proper execution of the contract and on whose compliance the Buyer regularly relies. In such cases, the Seller’s liability is limited to the typical, foreseeable damage under the contract.
(3) Any further liability - on whatever legal grounds - is excluded, unless mandatory legal provisions (in particular under the German Product Liability Act) provide otherwise.
(4) The above limitations of liability apply equally to the Seller’s legal representatives, employees, vicarious agents, and other persons engaged in performance.
(5) The Seller shall not be liable for indirect or consequential damages, including but not limited to production downtime, loss of use, loss of profit, or data loss, unless caused by intent or gross negligence or a specific guarantee was given.
(1) The Seller processes the Buyer's personal data exclusively in compliance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
(2) Personal data of the Buyer is stored and used to the extent necessary to process inquiries, orders, contracts, and potential complaints. The Buyer's email address may also be used to send information about the Seller’s own products or services (e.g. newsletters), provided the Buyer has consented.
(3) Personal data is only disclosed to third parties as necessary for contract execution (e.g. logistics partners or payment service providers) or if legally required. Otherwise, data will only be disclosed with the Buyer’s prior consent.
(4) The Buyer has the right to access the personal data stored by the Seller, as well as to request correction, restriction of processing, or deletion of such data unless statutory retention obligations apply. Furthermore, the Buyer has the right to lodge a complaint with the relevant data protection authority.
(5) Additional information on the handling of personal data and the exercise of the Buyer's rights can be found in the Seller’s privacy policy available on its website.
(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the Seller’s registered office, provided the Buyer is a merchant, legal entity under public law, or special fund under public law. However, the Seller is also entitled to bring action at the Buyer's place of business.
(3) The place of performance for all deliveries and services is the Seller’s registered office, unless otherwise agreed.
(4) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the intended economic purpose. The same shall apply in the event of contractual gaps.
(1) The parties undertake to treat as confidential all information obtained in the course of the business relationship, in particular technical data, prices, terms, specifications, and contract contents, and to use it solely for contract performance. Disclosure to third parties is only permitted with the prior written consent of the other party.
(2) The confidentiality obligation remains in effect for five (5) years after the end of the contract. Statutory disclosure obligations remain unaffected.
(3) The Buyer undertakes to comply with all applicable national, European, and international export control regulations, in particular those of the EU and the Federal Republic of Germany, as well as any applicable origin or transit country regulations when reselling, exporting, or otherwise transferring the delivered goods. This includes embargo regulations, end-use declarations, and other licensing requirements.
(4) The Seller is entitled to withhold or refuse contract performance if it would result in a violation of applicable export control laws. The Buyer shall indemnify the Seller against any damages, claims, or disadvantages resulting from culpable violations of such regulations.
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