General Terms and Conditions for SPS Online Shop

Extent of Application

These terms and conditions are applicable to all present and forthcoming contracts entered into with SPS (hereinafter referred to as "SPS" or the "Seller") pertaining to the remote sale of goods, encompassing items (hereinafter referred to as "hardware products") and services (inclusive of calibration services) directly accessible through SPS's web-based retail platform at http://shop.sps-de.com.

The stipulations for the establishment of a commercial agreement, including all forthcoming agreements between the Seller and the Purchaser, are exclusively outlined herein and gain binding status at the juncture of item acquisition. SPS does not acknowledge any alterations to these conditions made by the Purchaser, unless SPS has explicitly validated their applicability in writing.

SPS exclusively caters to customers who are officially registered companies or merchants, or individuals placing orders on behalf of registered companies or merchants. Substantiation of this status is obligatory through the provision of the Purchaser's Value Added Tax Identification Number (VAT-ID) statement during the progression of any purchase on SPS's web-based retail platform.

Order Placement and Contract Finalization

The minimum order threshold is set at 1,230.00 EUR. SPS retains the prerogative to decline any order that falls below this prescribed minimum. Should you require assistance with placing a low-volume order, please do not hesitate to contact us directly.

The contractual obligation for an order becomes legally binding for all parties only upon the dispatch of an order confirmation by the Seller to the Buyer. In the event of an order, both the Seller and the Buyer are in mutual agreement to adhere to the terms and conditions as presented on the website http://shop.sps-de.com ("SPS Online Shop") as of the date of order placement. In cases where the SPS Online Shop may contain typographical, spelling, and/or accounting errors that are not attributable to SPS, or arise from erroneous OEM documentation and information, both the Buyer and SPS reserve the right to annul the order. Similarly, if such errors within the SPS Online Shop are attributed to SPS, both the Buyer and SPS retain the authority to cancel the order.

Shipping and Delivery

Given that shipping and delivery expenses are contingent upon variables such as package dimensions, weight, value (including insurance options), the chosen shipping service provider, transportation mode (e.g., sea, air, priority, express, default, etc.), delivery destination, as well as any delivery tariffs and options requested by the Buyer, the Seller is unable to provide precise cost estimates during the order process. All prices displayed throughout the order process are denoted as "Ex-Works." Consequently, the Seller will transmit a distinct and personalized shipping proposal to the Buyer for each placed order. This proposal assumes binding status solely upon the Buyer's written acceptance. If deemed necessary or at the specific request of the Buyer, this shipping proposal may encompass elements such as shipping and forwarding fees, insurance charges, levies, customs duties, or tariffs. In the event that the Buyer opts not to accept or requires no such shipping proposal, the Buyer is at liberty to arrange self-pickup or independently coordinate the shipping of the ordered items or components thereof. Any import duties, taxes, demurrage, and duties are the sole responsibility of the client and must be directly settled with the respective authorities.

For personalized, expedited, or prioritized processing, dispatch lead times, transport durations, or in instances necessitating special delivery or insurance provisions, the Buyer is encouraged to directly reach out to the Seller via phone or email.

Detailed information concerning the specific dispatch lead times (referred to as "Shipping time" in the English shop version and "Lieferzeit" in the German shop version) for each item is delineated in the respective product specifications. These estimates, however, exclude actual shipping or transport durations to the customer, which are contingent upon location, service provider, and chosen delivery tariff. Unless otherwise stipulated, the (partial) delivery of the order originates from either the warehouse or the OEM facilities and is directed to the address provided by the Buyer. The responsibility for the ordered items transfers to the Buyer immediately upon the departure of the items from SPS's place of business, SPS's facilities, or the OEM facilities. This applies even when only a portion of a contracted order is shipped. To mitigate the risk of loss, all orders can be insured upon explicit request by the Buyer. For insured orders, supplementary expenses are applicable. Stated delivery dates are non-binding unless specifically agreed upon in writing. To further diminish the risk of delayed delivery, delivery times can be secured through scheduled, punctual deliveries and/or expedited services if explicitly requested by the customer. For express orders and/or scheduled deliveries, additional charges may be incurred.

The delivery timeline predominantly hinges upon item availability and the reliability of the selected transportation or shipping company.

If SPS is unable to fulfill an offered dispatch lead time due to circumstances beyond its control (e.g., operational disruptions, strikes, lockouts, energy supply issues, delayed deliveries despite the diligent execution of a comprehensive transaction with due diligence, etc.), SPS will promptly notify the customer (e.g., as part of the order confirmation). In such scenarios, the customer is not entitled to cancel the order. In cases where it is unfeasible for SPS to meet its contractual obligations within a reasonable timeframe, but not exceeding three months, both parties reserve the right to terminate the contract. The same holds true if the delaying impediments persist after a three-month duration following SPS's announcement. Should these impediments have been recognized by SPS upon order confirmation and contract finalization, SPS would forfeit its entitlement to rescind the contract or order. Partial deliveries remain permissible, provided they align with the customer's reasonableness.

Prices, Payments, and Late Payments

All payments to SPS must be made in EUR currency. Regardless of the currency displayed, the sole valid and binding price is denominated in EUR. Prices shown in other currencies are subject to conversion rates provided by third-party sources and may be updated irregularly. All prices specified are net prices "Ex-Works," exclusive of shipping, forwarding, delivery, or any associated packaging costs. Additional charges for packaging and packaging materials may be applicable in certain cases, especially when safeguarding specific items (e.g., specialized anemometers) as recommended by OEM guidelines or SPS's extensive experience. Nevertheless, the Buyer has the option to provide suitable empty packages and packaging materials for specific items to avoid incurring extra packaging expenses.

SPS retains the right to reasonably adjust agreed-upon prices in the event of changes in personnel or material costs, provided that SPS is not responsible for the increases in material expenses. Payment for purchased items is due at the time of order placement and following receipt of the order confirmation dispatched by SPS. The Buyer is required to make payment in advance using methods such as Credit Card, PayPal, Online Transfer (Sofortüberweisung), or SWIFT/IBAN advanced wire transfer payment within two weeks of receiving the order confirmation. Failure to complete the payment within this two-week timeframe renders the order confirmation null and void. It is important to note that items may potentially become subject to prior sale during the period between the issuance of an order confirmation and the receipt of payment. However, this situation does not result in order cancellation but may extend the dispatch lead time and term. Once the complete amount due has been credited to SPS's account(s), the order is considered paid, and an invoice will be generated and forwarded to the Buyer. This moment safeguards the Buyer from any prior sale concerns. The customer assumes responsibility for any additional costs that may arise from refunding money or other associated fees. In the event of late payment, SPS reserves the right to impose a late fee equal to 1% per month of the invoiced value. Should SPS substantiate that their losses attributable to late payment exceed the aforementioned amount, the company is legally authorized to levy these charges.

Payment Deduction and Partial Payment

The customer may adjust the payment amount only when such alterations are legally certified and acknowledged by SPS in writing. The retention of payment by the Seller resulting from prior or other transactions within the ongoing business relationship is expressly prohibited, with the exception of retention rights predicated on undisputed or legally established claims. Moreover, the Buyer's entitlement to withhold a portion or segment of the payment for items (in cases of intended returns) is subject to the same stipulations and regulations as applied to the Seller.

Ownership of Items and Products

SPS maintains exclusive ownership of the ordered items until the customer fulfills full and proper payment, a status that is confirmed upon the complete sum due being credited to SPS's account(s). While SPS retains sole ownership, the customer is obligated to clearly indicate the reserved title. Pledges or collateral assignments are strictly impermissible. In the event of any third-party attempts to access the reserved property, the customer is promptly required to notify us. The customer assumes all associated costs related to averting seizure and recovering the reserved property.

Warranties

All hardware products are covered by a two-year limited warranty.

Unless explicitly stated otherwise, SPS provides a two-year warranty for its hardware products (except for measurement masts, which are covered by a one-year warranty), exclusively for the original purchaser. This two-year warranty commences when the items have departed from SPS's place of business, SPS facilities, or the OEM facilities. This warranty does not encompass wear and tear, force majeure events, or similar circumstances. In the event that the hardware product supplied by the seller is identified as defective in terms of materials or workmanship, SPS will, at its discretion, undertake repair or replacement of the product at no expense. It is important to note that this warranty does not extend coverage to damage arising from improper installation or use, accidents, misuse, lightning strikes, power surges, discharges, or any unauthorized service. Furthermore, this warranty will not be applicable if any seal on an instrument or sensor is tampered with, or if the equipment is inadequately grounded and lacks surge protection.

This limited warranty supersedes all other warranties, whether express or implied. SPS explicitly disclaims all implied warranties, including, but not limited to, implied warranties of merchantability and fitness for a specific purpose.

This limited warranty expressly excludes any liability for incidental or consequential damages resulting from the use, inability to use, or malfunction of the provided product(s).

Warranty, Guarantee, and Liability Limitations

In the event of a substantiated warranty claim, SPS retains the right to rectify defective products through either repair or replacement. If SPS is unable to rectify or replace the defective product within a reasonable timeframe or if multiple attempts at repair prove unsuccessful, the customer retains the option to cancel the order for the specific defective item, and SPS will provide a partial refund.

SPS cannot be held liable for damages unrelated to the ordered item(s), including data loss or inaccuracies connected to the defective product(s). The liability of SPS, as well as that of its employees, representatives, and facilitators, is constrained, except in cases of deliberate misconduct or gross negligence. These limitations of liability are also inapplicable in cases governed by product liability law, instances of unmet promised product quality, or specific statutory provisions. SPS is not accountable for special, incidental, or consequential damages, and its liability is capped at the purchase price of the items.

Please be advised that SPS assumes no responsibility for the content of external websites linked from our site.

Applicable Law and Jurisdiction

All transactions and disputes arising under this agreement shall be governed by the laws of the Federal Republic of Germany, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any legal claims arising from this agreement, including those related to order contracts or shipping proposals, shall exclusively fall under the jurisdiction of Oldenburg, Germany.

Cancellation, Returns, and Exchanges

SPS exclusively caters to registered companies or merchants (B2B) or individuals acting on behalf of registered companies or merchants. During the registration and ordering processes on SPS's store, it is mandatory for the buyer to provide proof of their Value Added Tax Identification Number (VAT-ID). Without valid VAT information, SPS reserves the prerogative to decline an order.

In general, SPS does not facilitate item exchanges or returns unless defects qualify for warranty coverage. However, exceptions to this policy may be contemplated at the sole discretion of SPS.

Buyers are required to notify SPS via telephone, facsimile, or email before initiating any item returns. SPS will furnish instructions pertaining to the return or transportation of items. In instances of faulty or incorrect deliveries, SPS will bear the shipping costs associated with replacement items.

Images, Technical Data, and Materials

Technical data and specifications are procured from original equipment manufacturers (OEMs) and their publicly available or provided data. SPS does not guarantee an exact correspondence between displayed images, technical product data, and specifications and the items offered. Buyers are strongly encouraged to verify the accuracy and validity of this information by cross-referencing OEM data sheets and manuals.

Unless explicitly stated otherwise, all images, visuals, and materials are sourced from OEMs. SPS does not assure an absolute match between these images or materials and the items on offer. These visuals are intended for reference purposes and should be construed as "representative images" without claiming authenticity.

Indemnification

The buyer commits to defending, indemnifying, and absolving SPS, along with its employees, directors, successors, and assignees, from any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions, and causes of action stemming from or related to items procured from SPS and subsequently employed or disseminated by the buyer, their agents, clients, servants, or employees.

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