General Terms and Conditions Aqaio GmbH
§ 1 Scope of application
1) These terms and conditions of sale apply exclusively to companies, legal entities and business Persons under public law or special funds under public law as defined in § 310 paragraph 1 BGB. Contradictory or deviating from our terms of sale We only accept the customer’s terms and conditions if we have expressly agreed in writing to the validity agree.
2 These terms and conditions of sale shall also apply to all future business with the customer, insofar as legal transactions of a related nature are involved.
- individual agreements made with the buyer in individual cases (including
side agreements, supplements and amendments) shall in any case take precedence over these Conditions of sale. For the content of such agreements, subject to the proof to the contrary, a written contract or our written confirmation shall be decisive.
§ 2 Offer and conclusion of contract
- offers are subject to change and non-binding, unless the offer is in text form as binding is designated. Unless otherwise agreed in writing, our prices are ex works. excluding packaging and plus value added tax at the current rate. Costs of the Packaging will be invoiced separately.
- payment of the purchase price must be made exclusively to the account named overleaf. The deduction of a discount is only permitted if a special written agreement has been made.
- for the sale of products at special prices, which are offered to the customer by our suppliers offered through us, additional, special terms and conditions apply in addition to these Conditions of Sale (“Project Conditions”). With the order of products at Special prices the customer agrees to the project conditions. In case of non-compliance with project conditions, we are entitled to take into account all project conditions discounts, rebates and grants granted or to recover the difference to the regular prices. The customer shall indemnify us against all claims arising from non-compliance
claims of our suppliers and to indemnify us against any claims resulting from the
to compensate for any damage resulting from non-compliance.
- if an order is to be regarded as an offer in accordance with § 145 BGB, we can within two weeks.
§ 3 Transferred documents, property rights, copyrights
- to all documents provided to the customer in connection with the placing of the order also in electronic form – such as calculations, drawings, etc., we reserve the right to property rights and copyrights. These documents may not be made accessible to third parties. unless we give the customer our express written consent to do so. consent. As far as we have not received the offer of the buyer within the period of § 2 these documents are to be returned to us immediately.
- the products including circuit diagrams, drawings, drafts, descriptions and similar documents and software are usually subject to industrial property rights / Copyrights of the manufacturers/licensors. References to such property rights on the products may not be modified, covered or removed by the customer.
3 The customer is obliged to inform his customers of the aforementioned property rights and license conditions of the manufacturers and to the terms and conditions of the license restrictions to be pointed out.
- we shall only be liable for damages due to the infringement of such property rights if we are aware of was or should have been known to exist and that these lead to the customer is exposed to third party claims. The amount of our liability in this respect is limited to the invoice value of the goods.
§ 4 Prices and payment
- all deliveries and services are provided at the prices valid on the day of the conclusion of the contract. prices are calculated.
- unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the current rate. Costs of the Packaging will be invoiced separately.
- payment of the purchase price must be made exclusively to the account named overleaf.
The deduction of a discount is only permitted with a special written agreement.
- unless otherwise agreed, the purchase price is due within 10 days after delivery. to pay. Interest on arrears is charged at a rate of 5% above the respective base rate p.a. will be charged. We reserve the right to assert higher damages caused by default.
- aqaio is entitled to demand advance payment for deliveries.
- if no fixed price agreement was made, reasonable price changes due to We reserve the right to change wage, material and distribution costs for deliveries.
§ 5 Rights of retention
The customer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. The right to set off shall be available to the customer only if his counterclaims have been legally established, are undisputed or have been Aqaio are recognised.
§ 6 Delivery time
- the beginning of the delivery time stated by us presupposes the timely and orderly delivery of the goods fulfilment of the obligations of the customer in advance. This is among other things the clarification of all technical questions, the provision of the documents to be procured by the customer, Permits, releases and receipt of an agreed down payment. The plea of non the fulfilled contract remains reserved. The stated delivery time is only approximate. and shall ensure that the appropriate timely and correct deliveries are made to suppliers / manufacturers in advance.
- delays in delivery due to force majeure, as a result of changes in official
permits or the legal situation, operational disruptions, industrial disputes are – even if they occur at even in the case of bindingly agreed delivery dates. In the cases of temporary, not justifiable obstacles to performance, the period of performance by the period for which the impediment to performance exists.
We are entitled to reasonable partial deliveries and invoicing of such partial deliveries.
- if the customer is in default of acceptance or culpably infringes other
obligations to cooperate, we shall be entitled to claim the damages incurred by us in this respect, including any additional expenses. Further claims remain reserved. Insofar as the above conditions are met, the risk of a accidental loss or accidental deterioration of the purchased goods at the time of the to the buyer, in which the buyer is in default of acceptance or debtor’s delay.
5) Claims for damages by the customer due to delay in performance are in any case excluded. excluded, unless the delay is due to intent or gross negligence.
Further legal claims and rights of the buyer due to a delay in delivery remain unaffected. untouched.
§ 7 Transfer of risk on dispatch
1) If the goods are sent to the customer at his request, the goods shall be sent to the customer upon dispatch. the risk of accidental loss or destruction at the latest when leaving the factory/warehouse or the accidental deterioration of the goods to the customer. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Inspection and return
The customer shall immediately check the goods for completeness, conformity with the the delivery documents and the order and to check them for defects and to detect deviations and defects in writing without delay. As far as a complaint is not made within 4 working days of receipt by the customer, the delivery as being in accordance with the contract, unless the deviation was despite careful examination not visible. Transport damage or shortfalls that can be detected on delivery are on the certificate of receipt of the freight forwarder in accordance with § 438 HGB (German Commercial Code)
- return shipments have to be made free domicile and will only be accepted subject to our inspection. accepted. Returns can only be processed by us, if the return a RMA number is indicated. The customer receives the RMA number on written request. The announcement of the RMA number does not mean under any circumstances a Acknowledgement of a defect or other complaint of the customer. The customer shall bear the Risk of return including the risk of accidental loss.
§ 9 Reservation of title
1) We reserve the right of ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.
The buyer is obliged to treat the object of sale with care as long as the ownership has not yet been transferred to him. In particular, he is obliged to insure it sufficiently at his own expense against theft, fire and water damage at replacement value.
(Note: only permissible for the sale of high-value goods).
If maintenance and inspection work are carried out, the buyer shall carry them out in good time at his own expense. As long as the ownership has not yet been transferred, the buyer must inform us immediately in writing if the delivered item is seized or other interventions by third parties are necessary. is exposed. As far as the third party is not able to provide us with the judicial and
out-of-court costs of an action according to § 771 ZPO, the customer shall be liable for the loss we have suffered.
3 The customer is entitled to resell the goods subject to retention of title in the normal course of business. entitled. The claims against the buyer from the resale of the The customer hereby assigns to us goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the the purchased item has been resold without or after processing. The buyer shall remain entitled to collection of the claim even after the assignment. Our authority to collect the claim
shall remain unaffected by this. However, we will not collect the claim, as long as the buyer meets his payment obligations from the proceeds received is not in default of payment and in particular no application for the opening of a insolvency proceedings have been instituted or payments have been suspended.
The treatment, processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the expectant right of the buyer shall be to the object of purchase to the transformed object. If the object of sale is combined with other objects processed, we shall acquire co-ownership of the new object, which shall be deemed to be the in the ratio of the objective value of our purchase item to the other processed objects at the time of processing. The same applies in the event of mixing. If the The goods are mixed in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us and that this is done in such a way that
the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us such claims which he has by the connection of the reserved goods with a property against a third party adult; we accept this assignment already now.
5) We undertake, at the request of the customer, to revoke the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.
§ 10 Warranty and notification of defects as well as recourse/manufacturer recourse
- each buyer or reseller decides on his own responsibility whether an ordered product executable on a computer system intended for use with these goods or can be operated in its IT environment. Aqaio draws attention to this, that it is not possible, according to the state of the art, to create computer programs in this way, that they work without errors in all applications and combinations.
Warranty rights of the buyer require that he has fulfilled his obligations according to § 377 HGB has duly complied with the obligations of inspection and notification of defects.
- claims for defects become time-barred 12 months after delivery of the goods delivered by us to our customer. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. In the case of the sale of used goods, the warranty period is completely excluded with the exception of the claims for damages mentioned in sentence 2. The warranty is excluded if the customer or third parties have interfered with the delivery item.
- If the law according to § 438 para. 1 No. 2 BGB (buildings and items for buildings), § 445b BGB (right of recourse) and § 634a para. 1 BGB (building defects) prescribes longer periods, these periods shall apply. Our consent must be obtained before any return of the goods.
- If, despite all the care taken, the delivered goods show a defect that was already present at the time of the transfer of risk, we will, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period.
Recourse claims remain unaffected by the above provision without restriction.
- if the subsequent performance fails, the customer can – irrespective of any
Claims for damages – withdraw from the contract or reduce the remuneration.
- claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or wear and tear as well as damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or due to special external influences that are not provided for under the contract. If the buyer or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the consequences thereof.
- claims of the orderer due to the necessary costs for the purpose of subsequent performance
Expenses, in particular transport, travel, labour and material costs, are
excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.
9) The customer’s right of recourse against us shall only exist insofar as the customer has not made any agreements with his customer that go beyond the mandatory statutory claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the customer’s right of recourse against the supplier.
§ 11 Export/import regulations, anti-corruption
The customer is aware that the delivered goods are subject to export or import restrictions. import regulations and undertakes to comply with these regulations. to comply.
2) All products and technical know-how are supplied by us in compliance with the currently valid AWG/AWV/EG-Dual-Use Regulation and the US export regulations and are intended for use and to remain in the country of delivery agreed with the customer. If the buyer intends to re-export products, he is obliged to comply with US American, European and national export regulations. The re-export of products – individually or in system-integrated form – contrary to these regulations is prohibited.
3) The Purchaser must inform himself independently about the currently valid provisions and regulations (Bundesausfuhramt, 65760 Eschborn/Taunus or US Department of Commerce, (Office of Export Administration, Washington D.C. 20230). Irrespective of whether the Purchaser specifies the final destination of the delivered products, it is the Purchaser’s own responsibility to obtain any necessary approval from the respective competent foreign trade authorities before exporting such products. Aqaio has no obligation to provide information.
4) Any further delivery of products by the buyer to third parties, with and without knowledge of Aqaio, requires at the same time the transfer of the export licence conditions. The buyer is fully liable in the event of non-compliance with the relevant provisions.without prior official approval, the customer is not permitted to sell products directly to third parties. or indirectly to countries subject to a US embargo or to natural or legal persons persons of these countries as well as to natural or legal persons who are on US American, European or national banned lists (e.g: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”).
It is also prohibited to supply products to natural or legal persons who are listed in any connection with the support, development, production or use of chemical, biological or nuclear weapons of mass destruction.
5) The customer is prohibited from giving a public official or a person responsible for public service a payment or other benefit for the person or entity specifically obligated to offer, promise or provide direct relatives in return for that he has performed or will perform in the future an official act which customers or Aqaio in the case of the supply of goods or commercial services in unfair way preferred.
§ 12 Miscellaneous
1) This contract and all legal relations between the parties are subject to the law of Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG)
2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is Munich, unless otherwise stated in the order confirmation.
3) All agreements made between the parties for the purpose of executing this contract shall be binding. are set out in writing in this contract.
4) Should one of the provisions contained in the AGBs be or become ineffective, then the validity of the remaining provisions shall not be affected. In place of the ineffective provision shall be replaced by a valid provision which corresponds to the economic purpose of the invalid provision as closely as possible.