General Terms
For the sale and delivery of Science&Motion products
These General Terms govern the sale and delivery of products and related services by Science&Motion Sports GmbH (“Science&Motion”) to the purchaser (“Buyer”). These Terms together with the Order Confirmation or Purchase Agreement and any applicable Software License or Software Subscription Terms constitute the “Agreement.” By placing an order, the Buyer agrees to be bound by this Agreement.
1. Definitions
For the purposes of this Agreement, “Goods” means all products supplied by Science&Motion, including Hardware and Software. “Hardware” means physical equipment supplied by Science&Motion. “Software” means any software applications or digital components provided by Science&Motion. “Services” means installation, training, maintenance, support, or other professional services provided by Science&Motion. “Documents” means manuals, specifications, and other materials supplied together with the Goods.
2. Product Information
Information in catalogues, brochures, websites, or price lists shall only be binding if expressly included in the Agreement. Technical documents, drawings, and other materials provided by Science&Motion remain the property of Science&Motion and may only be used for the purpose for which they were supplied. Such materials may not be disclosed to third parties without prior written consent.
3. Intellectual Property
All intellectual property rights relating to the Goods, including software, documentation, trademarks, and trade secrets, remain the exclusive property of Science&Motion or its licensors. The Buyer shall not remove proprietary markings, copy proprietary materials, or claim ownership of Science&Motion intellectual property. Any rights to use the Software are governed exclusively by the applicable software license or subscription terms.
4. Confidentiality
The Buyer shall treat all technical, commercial, and other information received from Science&Motion as confidential and shall not disclose such information to third parties without prior written consent. This obligation does not apply to information that is publicly available or lawfully known to the Buyer prior to disclosure.
5. Prices and Payment
Unless otherwise agreed, prices are exclusive of VAT, duties, and other applicable taxes. Delivery shall be EXW (Incoterms) unless otherwise stated. Payment is due prior to shipment or provision of services unless otherwise specified in the Agreement. Science&Motion may suspend deliveries or services if the Buyer fails to make payment when due. Late payments may accrue interest at one percent (1%) per month or the maximum amount permitted by law.
6. Retention of Title
All delivered Goods remain the property of Science&Motion until full payment of all amounts due has been received. The Buyer shall store the Goods with due care and maintain appropriate insurance. The Buyer may resell the Goods in the ordinary course of business but hereby assigns to Science&Motion all claims arising from such resale up to the amount owed. If the Buyer fails to meet its payment obligations, Science&Motion may revoke the Buyer’s resale authorization and repossess the Goods.
7. Warranty
Science&Motion warrants that the Hardware will be free from material defects and manufactured with reasonable workmanship. The Buyer must notify Science&Motion of any defects within fourteen (14) days after delivery. Science&Motion may repair or replace defective parts at its discretion. The warranty does not apply to defects caused by improper installation, misuse, unauthorized modification, or operation outside specified conditions. Unless otherwise agreed, the warranty period is twelve (12) months from delivery.
8. Installation and Support
Where on-site or remote installation services are included in the Agreement, Science&Motion shall install the Goods in accordance with the agreed specifications. The Buyer shall provide suitable installation conditions, including access to electricity, internet connectivity, and safe working conditions. Any delays or additional costs caused by the Buyer may be charged to the Buyer.
Science&Motion may provide technical support relating to the Goods and Software. Support may include troubleshooting, remote diagnostics, and assistance with software operation. Unless otherwise agreed, support is provided during normal business hours. Services beyond warranty or subscription coverage may be charged separately.
9. Limitation of Liability
To the maximum extent permitted by law, Science&Motion shall not be liable for indirect or consequential damages, including loss of profits, loss of data, or business interruption. Science&Motion’s total liability under the Agreement shall not exceed the total amount paid by the Buyer for the Goods during the twelve (12) months preceding the claim. This limitation does not apply in cases of intentional misconduct, gross negligence, injury to life, body, or health, or liability under mandatory product liability laws.
10. Indemnification
The Buyer shall indemnify and hold Science&Motion harmless from any claims or damages arising from the Buyer’s breach of the Agreement, misuse of the Goods, or violation of applicable laws.
11. Force Majeure
Neither party shall be liable for failure or delay in performing its obligations if such failure is caused by events beyond its reasonable control, including natural disasters, war, labor disputes, pandemics, government actions, or supply chain disruptions. If such circumstances continue for more than six (6) months, either party may terminate the Agreement.
12. Delivery and Inspection
The Buyer shall inspect the Goods upon delivery and notify Science&Motion promptly of any visible damage or defects. If shipment damage is evident, the Buyer should notify the carrier and Science&Motion immediately.
13. Returns and Cancellations
Orders may be cancelled free of charge before shipment. Defective Goods may be returned in accordance with the warranty provisions. Returned products must be complete and in their original condition. Unless the return is due to defects, the Buyer bears the return shipping costs.
14. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Frankfurt, Germany, provided the Buyer is a merchant within the meaning of´German commercial law.
15. Miscellaneous
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure by either party to enforce any provision shall not constitute a waiver of that provision. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
16. Contact
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: www.scienceandmotion.com or service@scienceandmotion.com
General Contact Information:
Science & Motion Sports GmbH
Boettgerstr. 6,
65439 Floersheim, Germany
Phone: +49 6145 933 870 0
E-Mail: sales@scienceandmotion.com
Web: www.scienceandmotion.com