Terms and Conditions

I. General Provisions

1. These General Terms and Conditions shall apply exclusively to this and all future transactions, regardless of how they are concluded. Any general terms and conditions of the customer shall only apply insofar as the supplier or service provider (hereinafter: supplier) has expressly agreed to them in writing.
2. In case of doubt, acceptance of our goods shall be deemed as acceptance of our terms and conditions.
3. Our offers are non-binding, and obligations for us arise only upon our written confirmation.

II. Delivery

1. Partial deliveries are permitted.
2. Under- or over-delivery of up to 10% of the ordered quantity is permitted.
3. Deliveries are made ex warehouse or ex works, and risk passes to the buyer when the goods leave the warehouse or factory.
4. Call-off orders without a fixed delivery schedule must be completed within 12 months; otherwise, the remaining delivery will be made automatically.
5. Goods that are ready for delivery but not called off may be stored or shipped at the buyer’s expense and risk.
6. We are entitled to choose the packaging and method of shipment at our discretion.
7. The buyer may not refuse acceptance of deliveries due to minor defects.
8. First deliveries to new customers are made only against cash on delivery or advance payment.

III. Force Majeure

1. Force majeure, strikes, transport and supply disruptions, official restrictions, etc., interrupt delivery deadlines and extend them by a reasonable period.
2. If delivery becomes impossible for reasons beyond our control, we shall be released from all obligations.

IV. Prices and Terms of Payment

1. Prices are ex works, excluding packaging, plus the applicable statutory VAT.
2. Payments are due no later than 30 days after dispatch of goods (receipt in our account), unless otherwise agreed in writing.
3. Customers outside Germany are supplied only against advance payment.
4. In case of late payment, we are entitled to:Payments must be made free of charge to the supplier.
   • charge customary bank interest and costs,
   • refuse further deliveries or require advance payment,
   • exercise retention of title rights,
   • demand immediate payment of all outstanding claims.
5. The buyer may only offset claims that are undisputed or legally established.
6. We are entitled to carry out group offsetting.
7. Insolvency applications, suspension of payments, or significant deterioration of financial status are deemed equivalent to default.

V. Retention of Title

1. The delivered goods remain the property of the supplier until all claims arising from the business relationship have been fulfilled.
2. All deliveries are made under retention of title, including extended and prolonged retention, relating to the entire balance.
3. The buyer processes goods on our behalf without obligation; co-ownership is transferred to us.
4. The buyer may resell goods in the ordinary course of business; claims arising from resale are assigned to us.
5. We may demand return of goods if:We have the right to inspect records and obtain information at any time.
   • payment defaults occur,
   • insolvency proceedings are initiated,
   • payment terms are exceeded by 14 days,
   • contractual obligations are breached.
6. In case of over-collateralization, we will release securities upon request.

VI. Delivery Deadlines; Delay

1. Compliance with delivery deadlines requires timely receipt of all documents, approvals, and payments from the buyer.
2. In case of delay, the customer may set a grace period and withdraw from the contract if it expires without fulfillment.

VII. Intellectual Property Rights

The buyer must ensure that no third-party intellectual property rights (patents, trademarks, licenses, etc.) are infringed.

VIII. Quantity, Quality, Complaints, Cancellations

1. Shortages must be reported in writing within 5 days after delivery.
2. Our measurements and analyses are binding unless proven incorrect.
3. Special technical requirements must be agreed upon in writing.
4. The buyer must inspect goods immediately upon receipt.
5. Defects must be reported immediately in writing, and inspection must be allowed.
6. In case of defects, remedy or replacement applies; otherwise price reduction or withdrawal.
7. Returns require an approved RMA number.
8. Orders may only be cancelled with prior written consent. Costs may apply.

IX. Jurisdiction and Applicable Law

1. Place of jurisdiction is the supplier’s registered office, unless otherwise required by law.
2. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

X. Validity of the Contract

If individual provisions are invalid, the remainder of the contract remains valid.

IMPORTANT NOTICE REGARDING TRANSPORT DAMAGE

A. Visible damage

Must be documented immediately by the carrier.

B. Hidden damage

Must be reported immediately upon discovery:

• parcel service: same day
• postal service: same day
• freight forwarding: within 4 days
• rail: within 7 days

Goods and packaging must remain unchanged until inspection.

We process your data electronically in accordance with German data protection law (BDSG).

SEMTECH GmbH