1. These General Terms of Payment and Delivery apply to all transactions of Chip-Germany GmbH with entrepreneurs, legal entities under public law, or special funds under public law (hereinafter “Purchaser”).

2. These Terms of Payment and Delivery apply exclusively. Conflicting or deviating general terms and conditions of the Purchaser are not recognized unless Chip-Germany GmbH has expressly agreed to them in writing. These terms also apply if Chip-Germany GmbH carries out the delivery without reservation, even though it is aware of conflicting or deviating terms of the Purchaser.

1. The offers of Chip-Germany GmbH are non-binding. The order placed by the Purchaser is considered a binding contractual offer. A contract is concluded only upon written order confirmation by Chip-Germany GmbH and is governed exclusively by its content and these General Terms of Delivery. Information in catalogs, price lists, data sheets, and other documents is non-binding. The decisive factors are the information and conditions confirmed in the order confirmation.

2. Legally relevant declarations and notices regarding the contract must be made in writing or in text form. Verbal or telephone agreements are only binding if they have been confirmed in writing or in text form.

3. Chip-Germany GmbH reserves proprietary and copyright utilization rights to descriptions, cost estimates, offers, drawings, and other documents. These documents may only be made accessible to third parties with prior consent and must be returned upon request if a contract is not concluded.

4. Written Confirmation Emails as Binding Order (Purchase Order)
A written confirmation by the Purchaser via email, with which the Purchaser bindingly releases an order (“Confirmation Email”), is considered a full and binding order (Purchase Order, PO). This Confirmation Email is equivalent to a written order and constitutes a binding contractual offer or the binding acceptance of an offer.

1. Unless otherwise agreed, the prices stated at the time of contract conclusion (order confirmation) apply. The prices are ex works including packaging plus statutory sales tax and other statutory duties.

2. Payments must be made within the agreed payment terms without deduction.

3. If material procurement costs increase after the contract is concluded, particularly world market prices for electronic components, Chip-Germany GmbH is entitled to adjust the prices. In the event of a price increase of 10% or more, the Purchaser may withdraw from the contract in writing within 5 working days after receipt of the notification.

4. If the Purchaser defaults on payment, Chip-Germany GmbH may claim default interest and further statutory damages for default.

5. If circumstances become known to Chip-Germany GmbH after the contract is concluded that jeopardize the Purchaser’s financial position (e.g., non-payment of due invoices), deliveries will only be carried out against advance payment or simultaneous exchange of goods and payment (delivery against payment). If payment is not made, Chip-Germany GmbH may withdraw from the contract after setting a grace period and demand compensation for damages.

6. The Purchaser may only offset with undisputed or legally established claims, unless the claims are in a reciprocal relationship.

7. NCNR Condition (Non-Cancellable, Non-Returnable)
All orders placed with Chip-Germany GmbH are NCNR (Non-Cancellable, Non-Returnable), unless expressly agreed otherwise in writing. This means, in particular:

• The Purchaser is obliged to accept and pay for the goods in full after the contract is concluded.
• Cancellation, reduction, or return is excluded.
• This also applies if the goods were specially procured, reserved, or produced for the Purchaser.

Chip-Germany GmbH is entitled to dispose of NCNR orders immediately after order confirmation or upon receipt of a Confirmation Email in accordance with Section II.4.

1. Delivery dates and periods are only binding if they are expressly stated as such in the order confirmation. Compliance requires that all documents to be supplied by the Purchaser, cooperation obligations, and permits are received in time and that the terms of payment are met. Otherwise, deadlines are extended appropriately.

2. The delivery period is met if the delivery item has left the warehouse or readiness for delivery has been communicated.

3. Partial deliveries are permissible, provided they are reasonable.

4. Chip-Germany GmbH is not liable for impossibility or delays due to force majeure or other unforeseen circumstances (e.g., natural disasters, epidemics, production disruptions, material shortages, official measures). In such cases, deadlines are extended by the duration of the disruption plus a reasonable start-up period. If the disruption lasts longer than two months, both parties may withdraw. Claims for damages do not exist in this case. Payments already made will be refunded.

1. In the case of agreed delivery on call, Chip-Germany GmbH keeps the agreed storage quantity ready during the call-off period, provided the goods can be procured.

2. The Purchaser is obliged to call off the goods in full within the agreed periods. If this does not happen, the goods may be invoiced.

3. If the manufacturer discontinues the production of a delivery item, Chip-Germany GmbH will facilitate a “Last Call,” if possible. The obligation to deliver ends with the end of production.