1)  DELIVERY AND SHIPMENT

a)  The buyer is responsible for the delivery of goods and all associated costs, including freight, handling, delivery, and insurance, unless otherwise stated in the contract.

b)  The risk of loss and title of goods transfer to the buyer when the seller hands over the goods to the common carrier for shipment.

c)  The seller can delay or refuse shipment if the buyer fails to fulfill any contractual obligation with the seller.

2)  CANCELLATION

a)  The buyer can only cancel the contract with the prior written consent of the seller.

b)  The seller has the sole discretion to refuse the cancellation.

c)  If the seller consents to the cancellation, the buyer must pay all reasonable cancellation and restocking charges.

d)  Orders for items not normally stocked by the seller cannot be canceled or refunded.

3)  FORCE MAJEURE

a)  The seller is not responsible for any delay or failure to fulfil its obligation if events beyond its control occur.

b)  Events beyond the seller's control include acts of God, fire, flood, war, strike, or insurrection.

c)  In case of delay, the delivery time will be extended by the delay period without penalty to the seller.

4)  PAYMENT

a)  Payment terms is “advance payment” in no Net-Terms are not agreed.

b)  We accept several payment methods, including checks, money orders, wire transfers, and credit/debit cards such as MasterCard, VISA, and American Express. Qualified companies and institutions can apply for credit by contacting our sales representative or emailing us at info@keyleer.com to obtain a credit application form.

c)  The buyer must pay for goods in full as per the contract without any deduction or offset.

d)  The buyer grants the seller a security interest in the goods sold until the purchase price and all other amounts owed under the contract are paid in full.

e)  Payments must be made to our company, not our representatives or store managers, unless authorized in writing for a special case.

f)  Invoices are due upon receipt.

g)  The buyer is in default if payment is not made after receiving a demand for payment or if payment is not made on a certain calendar date fixed in the contract.

h)  Statutory regulations apply if the debtor is automatically in default 30 days after the due date of payment and receipt of invoice. If the buyer is in default, we are entitled to claim interest from the outstanding amount of payment up to an interest rate of 8% above the current basic interest rate fixed by the German Federal Bank, in addition to a cost contribution of 5.00 euros for each reminder, subject to other claims.

i)  The buyer can submit proof that no other damage or a substantially lower damage has been caused or that reminder costs are lower.

j)  The customer can only set off if their counterclaims are determined, undisputed or recognized by us.

k)  If the buyer is in default of payment, the seller is entitled to withhold other deliveries until all outstanding debts are paid.

5)  PRICES:

a)  If nothing to the contrary is agreed in the contract, prices are "ex works".

b)  List prices at the time of purchase order are applicable.

c)  Prices may be changed due to cost reductions or increases caused by collective agreements or material price changes after contract conclusion.

d)  Proof of price changes will be provided upon request.

6)  WARRANTY AND LIABILITY CLAUSE:

a)  The seller warrants that it has title to the goods and that they conform to the descriptions in the contract.

b)  The goods are sold "as is" and "with all faults," and the seller makes no other express or implied warranty regarding the goods' quality, suitability, performance, merchantability, or fitness for a particular purpose.

c)  The manufacturer of the goods will be solely responsible for any warranty or liability claims, and the buyer must look solely to the manufacturer for compliance with the manufacturer's warranty.

7)  RESTRICTED USE CLAUSE

a)  Goods sold by the seller cannot be used in life support equipment or any application where the failure or malfunction of the goods could cause personal injury or death.

b)  Any use or sale of such goods by the buyer is at the buyer's sole risk.

c)  The buyer must indemnify and defend the seller against any damages and costs arising from such use or sale.

8)  RETURNS

a)  The buyer can return any damaged or defective goods by obtaining a Return Material Authorization (RMA) from the seller within 14 days of the invoice date.

b)  The buyer must return the damaged or defective goods within the period set forth in the RMA.

c)  The RMA number must be listed on all packaging containing goods returned to the seller.

d)  If the buyer does not request an RMA within 14 days of the invoice date or requests an RMA for goods that are not damaged or defective, the seller may refuse to issue an RMA for return of the goods or require that the buyer pay a reasonable restocking fee as a condition of issuing the RMA.

9)  SELLER’S RIGHT TO INCREASE PRICES

a)  The seller reserves the right to increase the price of the goods covered by the contract to reflect any increase in the seller’s cost for those goods caused by an increase in the price charged by the seller’s supplier.

b)  The buyer agrees to pay the increased price according to the terms of the contract.

10)  TAXES:

a)  A seller’s prices do not include sales, use, excise, or other similar taxes.

b)  Buyers shall pay all local, state, and federal taxes, including sales tax, use tax, excise tax, or other similar tax.

c)  Alternatively, Buyer may provide Seller with an acceptable tax exemption certificate.

11)  INTELLECTUAL PROPERTY:

a)  Seller disclaims any warranty against infringement for goods and packaging sold pursuant to this Contract.

b)  The seller is not liable for any actual or alleged infringement of any patent, trademark, copyright, mask work right, trade dress, trade secret, or similar property rights.

12)  INSTALLATION:

a)  The buyer is solely responsible for installing and operating the goods.

b)  Buyers must obtain all necessary permits, licenses, or certificates required for the installation or use of the goods.

13)  TECHNICAL ADVICE AND DATA

a)  Any technical advice given in connection with the use of goods is an accommodation to Buyer without charge.

b)  The seller is not liable or responsible for the content or use of that advice.

c)  Without Seller’s prior written consent, Buyer shall not use, duplicate, or disclose any technical data delivered by Seller.

14)  BREACH

a)  In the event of a breach by Buyer, Seller shall have all remedies provided by the laws of the German Federal Republic.

b)  The waiver by Seller of any breach or default shall not constitute a waiver of any succeeding breach or default.

c)  Buyer shall pay all costs incurred by Seller in enforcing, prosecuting, or defending any provision of this Contract.

15)  INTEGRATION AND ASSIGNMENT:

a)  This Contract is the final, complete, and exclusive agreement between parties regarding the subjects addressed in it.

b)  This Contract supersedes all previous agreements or understandings between the parties.

16)  LEGAL PROCEEDINGS:

a) This contract is governed by the laws of Germany.

b) The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods.

c) The Seller and Buyer consent to the personal jurisdiction of the courts having jurisdiction over Saxony, Germany.

d) The proper, exclusive, and convenient venues for all legal proceedings arising out of the Contract are in Saxony, Germany.

e) The parties waive any defense, whether asserted by motion or pleading, that Saxony, Germany is an improper or inconvenient venue.

17)  GENERAL:

a)  All agreements, covenants, conditions, and provisions contained in the Contract apply to and bind the assignees and successors in interest of the Buyer.

b)  If any provision of the Contract is held to be invalid, illegal, unconscionable, or unenforceable, that provision will be considered separable from the remaining provisions of the Contract.

c)  The separated provision will be reformed and enforced to the extent that it is valid and lawful and will not affect the validity, legality, or enforceability of any other provisions of the Contract.

d)  The captions used in the Contract are for the convenience of the parties only and do not affect the constructions or interpretation hereof.

e)  Nothing in the Contract, whether expressed or implied, is intended or should be construed to confer upon or grant to any person, except the Buyer and Seller, any claim, right, or remedy under it.

18)  LIMITED WARRANTY AND SPECIAL SALES TERMS FOR OPEN MARKET, GRAY MARKET, AND EXCESS INVENTORY SALES:

a)  Payment for Open Market, Gray Market, and Excess Inventory sales is 100% TT in advance.

b)  The lead time for Open Market, Gray Market, and Excess Inventory sales is 1-4 business weeks (provided no interruption) if payment is complete.

c)  The warranty period for Open Market, Gray Market, and Excess Inventory sales is 3 weeks after the product is received. If the product is pre-tested the warranty does not apply.

d)  Defective goods and short shipments must be informed within 7 days from the date received for claims to be acceptable.

e)  If the Buyer wishes to return the product, they must do so within the first 7 days of the 3-week warranty time.

f)  90% of the total value of the product (not from discounted value, but the original value) will be refunded if the Buyer returns the product within the specified time.

g)  Service charges are non-refundable.

h)  The Buyer is responsible for confirming the quality of the goods once received.

i)  The Seller does not accept any returns if the part is used, damaged, or plated by the customers.

j)  The Customer has to accept the full quantity in a single lot.

k)  If there is any problem with the part, the Buyer must provide a test report.