AGB aentron GmbH
General Terms and Conditions of Sale, Delivery and Payment of aentron GmbH
- All deliveries and services of aentron GmbH ("aentron GmbH" or "we") are made exclusively on the basis of these General Terms and Conditions of Sale, Delivery and Payment. Deviating regulations, in particular the customer's terms and conditions, shall only apply if they have been expressly confirmed by us in writing prior to the conclusion of the contract. In particular, we are not obliged to object to contractual forms or terms and conditions of customers, even if their validity is mentioned in such terms and conditions as an express condition for the conclusion of the transaction. Our terms and conditions shall also apply if we execute our delivery or service without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
- These General Terms and Conditions of Sale, Delivery and Payment apply to all our deliveries and services and to all obligations arising from a contractual relationship with the Customer. Our terms and conditions also apply to entrepreneurs and legal entities under public law for all future business relationships.
Ii. Offer and conclusion of contract
- All our offers are subject to change, unless we expressly designate them as binding in writing. Declarations of acceptance and all orders require our written confirmation in order to be legally effective. The same applies to changes or additions to an order.
- aentron GmbH reserves all ownership and copyrights in respect of illustrations, drawings, calculations, other documents and data; these may not be made available to third parties. Any transfer to third parties requires the prior, express written consent of aentron GmbH.
- Contracts can only be concluded through our written order confirmation or delivery of the goods. In the latter case, the invoice shall also be deemed to be an order confirmation. Documents produced by us by machine are also valid without a signature.
- Information about the services of aentron GmbH contained in price lists, catalogues and advertising media does not constitute an offer or a description of the object of purchase or the service and does not oblige us to deliver. The object of purchase offers only those safetys that are expected due to approval regulations, operating, assembly and operating instructions, regulations of aentron GmbH about the treatment and use of the object of purchase and other given instructions. Can.
- Oral declarations, additions and ancillary agreements require written confirmation by both parties to their effectiveness. If the customer requests changes after conclusion of the contract, these become binding in case of doubt only if these have been transmitted by the customer in text form (including e-mail or fax) and confirmed by aentron GmbH in text form.
- Aentron GmbH reserves the right to make design changes at any time; however, he is not obliged to make such changes to products already delivered.
Iii. Execution of the contract
- Unless expressly agreed otherwise, the object of delivery or service shall only have the characteristics, technical data, etc. expressly stipulated in the agreement. have to show up; these only constitute guarantees if we expressly declare that we wish to be responsible for this regardless of fault or if we expressly designate them as such; Warranty declarations must be made in writing. We reserve the right to make technical and design deviations from descriptions and information in our brochures, catalogues or similar sales documents and to exchange components for technically equivalent or better ones without the customer having to rights against us. Such descriptions and information as well as advertising statements do not contain any warranty declarations. Unless otherwise stated by legal regulations, we owe advice only to the extent that this has been assumed by us as the main contractual obligation.
- The customer must inform us in full all facts relevant to the execution of our delivery and/or performance. We are not obligated to check the completeness and correctness of data, information or other services provided by the customer, insofar as there is no reason to do so, taking into account the respective circumstances of the individual case, or in so far as the obligation to verify has not been expressly assumed as a contractual obligation.
- If we act outside our premises, the customer shall be obese all measures necessary to fulfil traffic safety obligations, unless otherwise stated by the nature of the item or an agreement with the customer. We are entitled to refuse to carry out our delivery and/or service as long as the necessary measures are not taken.
- The prices valid on the day of delivery are calculated by aentron GmbH plus VAT in the respective statutory amount. The prices shown are "ex works" without packaging, shipping and/or customs, which are invoiced separately. Separately, the additional costs incurred by the necessary packaging and dispatch as dangerous goods class 9 will also be charged separately (note to clause VI. 8. of these conditions).
- In catalogues, brochures, circulars, advertisements, illustrations, price lists, etc. Information on weight, size, price, performance and the like contained or resulting from samples shall only be binding if this is expressly referred to in the offer and/or the order confirmation.
- Unless fixed-price agreements have been made, we reserve the right to change the prices for deliveries made 3 months or later after the conclusion of the contract if, after the conclusion of the contract, cost increases, in particular due to: collective agreements or material price changes. These are proven to the customer upon request.
- Delivery periods and dates are non-binding unless they are expressly designated as binding in writing. They do not start to run before final clarification of all technical order details. We are entitled to make partial deliveries. The delivery deadline is met if we have placed the shipping order at its end or have informed the customer that we are ready for shipment. Subsequent requests for changes and additions from the customer shall reasonably extend the delivery period.
- In the event of a delay in delivery, the customer shall grant us a reasonable grace period of at least 2 weeks before claiming damages or withdrawing from the contract.
- Clause VIII shall apply to claims for damages by the customer due to delay or impossibility for which we are responsible.
- If the delivery owed by us is delayed by unforeseeable circumstances that are not caused by us (e.g. Industrial disputes, operational disruptions, obstacles to transport, lack of raw materials, official measures – also with our suppliers – as well as non-timely self-supply), we are entitled to withdraw from the contract in whole or in part or to of our choice to postpone the delivery by the duration of the hindrance. The customer will be informed immediately about the unavailability of the services. In the event of our withdrawal, we will also refund the customer's consideration. Claims for damages by the customer are excluded.
- If the customer fails to fulfil all or part of his cooperation, cooperation or provision obligations, performance dates affected by this will lose their obligation, in particular we shall not be in default. After an unsuccessful reminder, we are entitled to claim the damage caused to us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item shall also pass to the customer at the time when the customer is in default of acceptance. If the customer does not fulfil his cooperation, cooperation or delivery obligations even within a reasonable grace period following the further reminder, we are also entitled to terminate the contract without notice. In this case, we are entitled to compensation and compensation claims at least in a amount resulting from Section 645 of the German Civil Code( BGB; further claims on our part remain unaffected.
- With regard to the delivery of the ordered goods, aentron GmbH delivers to every address worldwide by parcel shipment, goods with battery as dangerous goods by parcel shipment or forwarding. Delivery periods start with the conclusion of the contract. If subsequent changes to the contract are agreed, the delivery periods shall be extended for the same period between the conclusion of the contract and the modification of the contract, unless the parties have agreed otherwise.
- The place of performance for deliveries and payments is in principle the address of the customer indicating the conclusion of the contract. If the place of performance is to be a different place, this must be expressly agreed upon. If the goods are dispatched at the request of the customer to a place other than the agreed place of performance, the higher transport costs shall be borne by the customer.
Vi. Shipping; Hazardous goods
- The shipment takes place "ex works" at the expense and risk of the customer, unless a different shipping method is expressly agreed. This also applies to partial deliveries. The shipping costs shall be borne by the customer, unless the parties have agreed otherwise.
- Unless otherwise specified, the transport is carried out by a forwarding agent/carrier of our choice, without obligation for the cheapest shipping. The selection of the freight forwarder/carrier by us does not affect the transfer of risk in accordance with paragraph 1 above. If the dispatch is delayed by the customer without our fault, the risk shall pass to the customer on the day on which the goods are to be provided in accordance with the contract.
- Shipments that bear traces of (attempted) unauthorised opening by third parties or other damage upon arrival may only be received subject to reservation. An official declaration must be made immediately by the freight forwarder/carrier, train or post office by the customer. Until then, the shipment must remain packaged.
- If goods are taken back by us, this shall only be deemed to be a withdrawal from the contract if we expressly confirm this in writing. On the other hand, an attachment of goods for us always means the withdrawal from the contract.
- The invoiced outer packaging shall be credited with two thirds of the calculated value in the case of freight-free return, provided that it arrives in good condition and can be reused in its own way.
- Returns of goods in conformity with the contract by the contractual partner may only be made with our consent. Even if such consent is given, we are entitled to charge the next customer a flat-rate fee of 10% of the value of the goods for the necessary testing and repackaging of the goods.
- Customized products cannot be retracted.
- Our products are legally classified as dangerous goods (currently Dangerous Goods Class 9 according to the UN Recommendations for the Transport of Dangerous Goods). This is followed by binding requirements for transport and packaging, which we comply with when we take over the transport or to organize. From receipt of the goods, the customer is solely responsible for ensuring, in coordination with his dangerous goods officer, that the regulations regarding reception, storage, handling and dispatch of dangerous goods are complied with in his domain. For a necessary return transport to aentron GmbH, we recommend the use of our original protective packaging and the commissioning of a freight forwarder/carrier officially authorized by aentron GmbH, otherwise further transport/ Return transport at the customer's own risk.
Vii. Exports; "dual use"
- The goods delivered by us may only be exported to countries other than those of the European Union with our express written consent. Exports to the USA are prohibited in any case. In the event of a breach, we are entitled to cancel the current orders in addition to the right to compensation.
- With each export of the sold goods by the customer, the customer is obliged to pay for the necessary export and customs authorizations and Similar. at his own expense. Insofar as the cross-border delivery is not made by us, aentron GmbH is not liable for the admissibility of the export and for the conformity of the goods delivered by us with the legal and technical regulations of the importing country; we are also not liable for the fact that they correspond to the technical status in the importing country.
- We would like to point out that our products are considered to be "dual use" goods may be subject to special export controls to be observed by the customer.
Viii. Warranty and Liability
- Insofar as the delivery takes place in commercial transactions between contractors, the customer is obliged to immediately check the goods and services provided for their defect-free ness and to check any defects and quantity deviations immediately, however, no later than 3 days after receipt, stating the invoice and delivery note number.
- Unless expressly stated otherwise by law and the customer is an entrepreneur, his claims for defects shall become time-barred after one year.
- In the event of a justified and timely complaint, we decide whether we have the defect receded ourselves or by a third party or replace the defective goods. In the event of a final failure of the subsequent performance, the customer may, at his option, reduce the purchase price or withdraw from the contract, further claims cannot be asserted.
- The warranty obligation applies only to defects that occur in compliance with the intended operating conditions and under normal use. We shall not be liable for any damage caused by improper use, incorrect operation and handling, incorrect specifications and information on the part of the customer, natural wear and tear, failure to maintain, unsuitable equipment, chemical, electrochemical or electrical influences, etc. Go back. In this context, we expressly point out that special care requirements apply for the storage and transport of our products (e.g. packaging and compliance with temperatures).
- Our liability for consequential damages, in particular for lost profits, is excluded from the contractual partner.
- Information in catalogues, specifications and other product descriptions shall only be understood as guarantees of quality or durability if they are expressly described in writing as such.
- Insofar as aentron GmbH has caused damage slightly negligently, a claim for damages shall only exist in the event of a breach of essential contractual obligations, i.e. such obligations, the fulfilment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly trusts and may rely. Such a claim for damages is limited to damages typical of the contract. This limitation also applies to all claims arising from tort (Section 823 et seq. BGB), not in the event of injury to life, body and health. Claims under the Product Liability Act remain unaffected.
- Insofar as our liability for damages is excluded or limited in accordance with the foregoing regulations, this also extends to the personal liability of our organs, employees and other employees, representatives and vicarious agents.
- All delivered items remain our sole property until the purchase price claim has been fulfilled and – in the case of entrepreneurs – until all claims arising from the business relationship have been fulfilled. Pledging, transferring security or other exploitation is prohibited, unless the acquisition was made for the sole purpose of resale. In this case, the customer is revocably entitled to resell the reserved goods in his own name in the context of a proper business operation, as long as he is not in default with his payment obligations towards us and between the customer and his customers are not prohibited from ceding.
- In the event of combination or mixing, we acquire co-ownership, whereby our share is determined by the invoice value (our delivery price including VAT excluding cash discount deduction); insofar as the customer acquires sole ownership by law, he assigns us correspondingly proportional co-ownership and holds the item(s) for us. Processing is carried out for us as a manufacturer.
- The costs abased by resale or any other legal reason (e.g. (b. insurance, tort) with respect to the goods subject to retention of title, including all balance claims from current accounts, the customer assigns to us already now in the amount of the invoice value for security reasons. This also applies in the event that, under the above restrictions, resale was not permitted. We accept the Assignment. If we are only entitled to co-ownership of the goods subject to retention of title, the advance assignment shall be limited to the part of the claim corresponding to the proportion of our co-ownership on the basis of the invoice value.
- The customer is revocably entitled to collect the claims assigned to us in his own name and for his own account. This collection authorisation may be revoked if the customer does not properly fulfil his payment obligations. In the event of a justified revocation, the customer or to disclose the assigned claims and their debtors, together with addresses, to provide their successor or insolvency administrator on request, to provide all the information necessary for collection, to hand over the relevant documents and to assign them to the debtor immediately.
- In the event of third-party access to the reserved goods, the customer will point out our property and notify us immediately. In addition, he will immediately bring an action at his own expense as an arbitrarily appointed litigant in accordance with Section 771 of the German Civil Code (ZPO).
- In the event of a delay in payment by the customer, we are entitled to withdraw from the contract under the legal conditions and at the same time to demand the goods subject to retention of title at the customer's expense.
- At the customer's request, we release the aforementioned collateral at our discretion, insofar as their realisable value exceeds the secured claims by more than 10% in the long term. In the case of goods subject to retention of title, the estimate value and, for the sake of security, the nominal value, less a discount of one third, shall be deemed to be feasible.
X. Terms of payment
- Payments must be made without deduction within 30 days of the invoice date, unless otherwise agreed. If the payment period is exceeded, the statutory default interest rate (Section 288 of the German Civil Code) shall apply.
- Field staff are only entitled to receive payments with express written authorisation.
- Bills of exchange and cheques are only considered as payment upon redemption. Bills of exchange payments must be agreed in writing in advance. All bills of exchange shall be borne by the contractual partner.
- aentron GmbH is entitled to make the processing of the order dependent on a down payment and to deliver goods only against advance payment. In particular, we will make use of this right if the contractual partner is a new customer, has his registered office outside the EU or if, after conclusion of the contract, there are indications that the contractual partner does not have sufficient creditworthiness. If the customer does not pay the down payment due within two weeks from the invoice, aentron GmbH is entitled to withdraw from the contract. We shall have the same right if the customer refuses to carry out the contract after proper down payment, cancels his order or fails to make the requested final payment before delivery within the time limit; in such cases, we are also entitled to collect advance payments received up to 30% of the contract price as a lump sum in damages; for example, we will repay to the customer.
- If the customer is in arrears with a payment, all our claims shall be due for immediate payment regardless of the payment term granted; this also applies if we have collected bills of exchange or cheques. In each of these cases, we are entitled to refuse deliveries that have not yet been made or to make them dependent on an advance payment or security, to set a reasonable grace period for this purpose and to withdraw from the contract after the expiry of the period without result. or claim damages for non-performance.
- The retention of payments or the set-off with counterclaims of the contractual partner is excluded, unless these have not been expressly acknowledged by aentron GmbH in writing or legally established.
Xi. Place of jurisdiction, choice of law
- The place of performance is the registered office of aentron GmbH. The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the provisions of the UN Convention on Contracts for the Sale of Goods ("CISG").
- The exclusive place of jurisdiction for all claims arising from the business relationship is Munich, insofar as the customer is a merchant, a legal entity under public law or a special fund under public law. however, aentron GmbH may also sue at the registered office of the contractual partner.
- Should any provision of these terms and conditions or any further agreements be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obliged to replace the ineffective provision with a provision as equal as possible to it in economic success.
- aentron GmbH is entitled to store and process the customer's data for the purpose of processing the business relationship in compliance with the provisions of the Federal Data Protection Act.
As of: 01. November 2017