General Terms and Conditions of Sale, Delivery and Payment of AQSOL GmbH
1. Terms of contract
All deliveries and services are accepted and performed solely on the basis of the following terms and conditions of sale, delivery and payment. The client hereby expressly waives the right to assert any of the their own existing terms and conditions of purchase. Supplementary conditions and ancillary agreements require our written acknowledgement in order to be effective. The contract is concluded when the order has been confirmed by us in writing. The client undertakes to check all prices, measurements and information on technical equipment immediately after receipt of the confirmation, whether by post or as electronic transmission. Any corrections must be submitted to us in writing no later than 8 calendar days after the order confirmation has been issued, or immediately in the case of a very short, agreed delivery period with immediate commencement of production to size. Possible damage or additional expenses due to missing these deadlines shall be borne by the client.
The basis is our latest price lists or the offer prices submitted for the project. Unless otherwise agreed, pricing shall be binding for a maximum of 2 months, 4 months for non-merchants.
3. Delivery and transfer of risk
Our deliveries are always ex works (EXW, Incoterm 2010) to the address in Germany or the German border specified by the client, duty unpaid.
We charge packaging costs at a flat rate of 1% of the net value of the goods. The risk shall pass to the customer/client at the time the goods leave our factory or are handed over to the carrier for dispatch. Transport packaging and all other packaging will not be taken back. The customer is obliged to arrange for disposal at their own expense. If we arrange for shipment at the request of the customer, this shall be at the risk and expense of the customer. The choice of the shipping route and the shipping method shall be left to us.
4. Retention of title
Our deliveries shall remain our property until payment of all our claims, irrespective of the legal grounds, even if the remuneration for specifically identified claims has been paid. In the case of a current account, the reserved property shall be deemed security for our balance claim. The client is entitled to resell the reserved goods in the ordinary course of business. They are not entitled to dispose of the reserved goods in any other way, including pledging or assigning them as security. In the event of a resale on credit, the client shall be obliged to secure the rights of the supplier, in particular to disclose the ownership rights to the reserved goods.
In the event of processing of the delivered goods, we shall be deemed to be the manufacturer. We remain the owner of the item created by processing, which serves as reserved goods to secure our claims. If the reserved goods are processed with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods. If the customer acquires sole ownership of the item in accordance with § 947 para. II of the German Civil Code [BGB], it is agreed that the customer shall grant us co-ownership of the item in proportion to the value of the processed or combined or mixed reserved goods and shall keep this item for us free of charge. In the event of resale in the ordinary course of business, the client's claims against their customer arising from the resale and, in the event of resale on credit, the rights and claims arising from the retention of title with regard to the customer shall already now be assigned to us by the client, irrespective of whether the goods are resold to one or more customers. The assignment is limited to the amount of our claim from the delivery of the resold goods. If the reserved goods are resold together with other goods, irrespective of whether without or after processing, combination or mixing, the advance assignment agreed above shall only apply to the amount of the reserved goods which are resold together with other goods. We undertake to release the securities to which we are entitled in accordance with the above provisions upon request to the extent that their value exceeds the claims to be secured by 20%. The value of the reserved goods within the meaning of the above provisions is our invoice value plus a security surcharge of 20%.
The client is at all times revocably authorised to collect the assigned claim from the resale on our behalf. Our power of collection remains unaffected. If the reserved goods are sold in cash in the insolvency proceedings, the client shall immediately transfer the proceeds to us. This shall also apply to amounts which the reseller collects from their customer on assigned claims on our behalf. At our request, the client shall inform us of the debts or assigned claims and notify the debtors of the assignment. The client is also obliged to adequately insure goods subject to retention of title against fire, theft, water damage and vandalism; insurance claims are deemed to have been assigned to us in the amount of the value of the goods; to inform us without delay of enforcement measures by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for intervention, and to bear the costs of any intervention; to guarantee us or our agents access to the storage location of the goods on request.
If, within the framework of the aforementioned provisions, the goods already delivered are taken back due to non-fulfilment by the client, all costs for dismantling and expenditure, including a reasonable reduction in value, shall be borne by the client.
5. Liability for defects
The warranty shall only be provided if our goods are handled properly, in particular professional assembly and operation by the client or third parties, and shall not apply in the event of improper handling, soiling, modification, etc. of the goods. In particular, the client is obliged to check the suitability of our products for the intended use themselves. The technical information provided by us on the subject matter of performance, intended use, etc. in this respect only concern the approximate character and type of the goods. They are descriptions and not guaranteed properties. Our warranty is limited to deliveries made by us. We do not provide any warranty for damage to the same caused by subsequent or simultaneous construction activities of third parties or the like. Complaints about obvious defects must be made in writing immediately, at the latest 8 calendar days after delivery. The opportunity to inspect the goods on site must be given to us or to a person authorised by us without delay.
If complaints prove to be justified, replacements will be supplied free of charge and carriage paid to the original receiving station, provided that the defective material has been returned to us beforehand. In this case, the client shall bear the risk until the returned goods are received by us or the delivery address specified by us. Further claims, such as those for rescission, reduction, compensation for damages, damages for non-performance, contractual penalties, wages and other consequential damages are excluded. No rights may be derived from defective partial deliveries with regard to other partial deliveries. The limitation period for claims for defects is 12 months from the date of the transfer of risk to the client. The assertion of notices of defects does not release the client from their obligation to pay for the goods. A right of retention is excluded in this respect. We are obliged to remedy the defects only after full payment of the goods delivered by us.
6. Payment terms
Unless otherwise agreed in writing, payments are due immediately upon receipt of our invoice and without deduction. The deduction of a discount requires express written agreement. After the expiry of 14 days from the invoice date, the customer shall be in default of payment with the legal consequences applicable thereto. The customer shall only be entitled to offset rights if their counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
7. Place of performance, place of jurisdiction, other agreements
The place of performance and jurisdiction for all liabilities and claims arising from the contract shall be the court having jurisdiction at the registered office of the Company. The law of the Federal Republic of Germany shall apply.
The above terms and conditions apply to merchants, non-merchants and legal entities under public law. The invalidity of individual parts of these terms and conditions of sale, delivery and payment shall not affect the validity of other parts.