General Terms and Conditions
SFC Energy India Private Limited

1. Terms and Conditions, Offer, Conclusion of Contrac

1.1. Only the terms and conditions contained in this document apply to all offers, deliveries, and services of SFC. The general terms and conditions of the Customer, if any, do not apply.
1.2. No order submitted by the Customer shall be deemed to be accepted by SFC unless and until confirmed in writing by SFC.
1.3. Customer shall be responsible to SFC for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving SFC any necessary information relating to the products within a sufficient time to enable SFC to sales contract in accordance with its terms.
1.4. The sales contract for a given order is concluded by written confirmation through SFC or upon mutual preparation and execution of a special sales contract.
1.5. SFC reserves the right to make any changes in the specification of the products which are required to conform with any applicable statutory or regulatory requirements or, where the products are to be supplied to SFC’s specification, which do not materially affect their quality or performance.
1.6. No variation to these terms and conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and SFC.
1.7. Any bona fide typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by SFC shall be subject to correction without any liability on the part of SFC.
1.8. No order which has been accepted by SFC may be cancelled by the Customer except with the agreement in writing by SFC and on terms that Customer shall indemnify SFC in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by SFC as a result of cancellation.

2. Delivery Date, Shipping, Delivery, Passing of Risk

2.1. Delivery date. The basis for SFC’s obligation to deliver is the delivery date indicated in the order confirmation.
2.2. Delivery delays. If delivery is delayed, the parties will mutually agree on the revised delivery dates.
2.3. All delivery dates are subject to proper and punctual deliveries to SFC from its vendors and suppliers. If any of these do not take place at all or not on time, SFC shall notify the Customer.
2.4. Shipping and Passing of Risk. If it is agreed that the product is to be shipped rather than picked up by the Customer, it will be shipped at the Customer’s risk. Risk passes to the Customer when the product to be delivered is transferred by SFC to the person carrying out the transport.

3. Prices, Terms of Payment

3.1. Net prices are given in the sales contract or the written confirmation from SFC as well as in the invoice. They apply ex SFC’s seat of business without shipping costs (packaging, freight, transportation insurance, customs duties) and applicable GST.
3.2. Unless otherwise agreed in writing, when products are picked up the sales price is to be paid in advance or upon
transfer of the products. When shipping is agreed upon, shipment only takes place when the amount due has been received. If, in an exceptional case, it is agreed that payment is due after the products have been picked up or issued, then the products continue to be the property of SFC until full payment including all additional costs, which are due, has been rendered. 3.3. In the event of late payment all costs incurred by SFC as a result of the late payment are to be borne by the Customer.
3.4. SFC reserves the right, by giving notice to Customer at any time before delivery, to increase the price of the products to reflect any increase in the cost to SFC which is due to any factor beyond the control of SFC (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of materials), any change in delivery dates, quantities or specifications for the products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of Customer to give SFC adequate information or instructions.

4. Warranty

4.1. The agreed upon characteristics of a given product are only those characteristics, properties, performance data, functionalities, and other quality features described in the documentation from SFC. There are no further agreements on product characteristics. In particular, SFC assumes no warranty that a product is suitable for a particular purpose.
4.2. In the event of a justified notification of defects, SFC is obligated and entitled to supplementary performance within its discretion, i.e. to rectify or redeliver, within a reasonable period of time. If supplementary performance fails, i.e. in case of impossibility, unreasonableness, refusal, or unreasonable delay with regard to the supplementary performance, the Customer may withdraw from the contract or reduce the purchase price reasonably.
4.3. Claims of the Customer regarding damages or reimbursement of futile expenditure only exist subject to Section 5 and are otherwise excluded.
4.4. If examination of products reported as defective shows that a defect is not covered by SFC’s warranty obligations, then the customer bears the transportation, work, and other costs which are incurred by SFC in connection with the examination of such products. In all cases the customer bears the costs for sending in damaged products.
4.5. In particular, the Customer loses any possible claims if operating instructions and warnings delivered with the products are not followed by the Customer or its customer; if the product delivered is handled or stored improperly; if the Customer uses a product together with other components, substances or material in a way that is contrary to the documentation from SFC; or if the Customer or an unauthorized third party has tampered with the products delivered or modified them.
4.6. The Customer examines without delay all products delivered by SFC. Any defects shall be reported by the Customer to SFC within two weeks of transfer of products except that defects which cannot be recognized then shall be reported to SFC within 5 working days after their discovery. When defects are not reported or are not reported on time, the products delivered are deemed to have been approved in respect to the alleged defects, and warranty claims by the
4.7. Customer pursuant to this Section 4 are excluded.

5. Warranties and Liability

5.1. In the event of slightly negligent causation of damages SFC is, on whatever legal grounds, only liable if its legal representatives or vicarious agents have violated essential duties, and in this case liability is limited to compensation for damages which are typical and were foreseeable by SFC upon conclusion of the contract. Beyond that, liability by SFC in the event of slightly negligent causation of damages is excluded.
5.2. Customer’s claims for damages under the warranty pursuant to Section 4 become time-barred one year after delivery of the product by SFC.
5.3. SFC shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow SFC’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without SFC’s approval.
5.4. SFC shall be under no liability under the above warranty if the total price of the products has not been paid by the due date of payment.
5.5. SFC shall not be liable to Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of SFC’s obligations in relation to the products, if the delay or failure was due to any cause beyond SFC’s reasonable control.

6. Place of Performance, Applicable Law, Jurisdiction

6.1. The sole place of performance for delivery and payment obligations is the seat of SFC.
6.2. All legal relations between the Customer and SFC are governed by Indian Laws. The place of jurisdiction for all disputes is Delhi. SFC is also entitled to pursue legal remedies at the Customer’s seat.
6.3. If one or more provisions in these terms and conditions are or become invalid or unenforceable in whole or in part, then the validity of the remaining provisions is not affected.
6.4. Any modifications, amendments, as well as collateral agreements are only valid when made in writing.

7. Data protection at SFC Energy

7.1. SFC remains bound by the data protection laws as applicable in India. The same shall also apply to all the information supplied by the Customer and protected under the respective data protection laws.

General Terms and Conditions SFC Energy AG