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General Terms and Conditions of the AfM Technology GmbH

General Terms and Conditions

 
1. Exclusive validity of the Terms and Conditions of Sale, contents of contract

These General Terms and Conditions of Sale shall be the  exclusive basis of our deliveries and services, even if we do not expressly oppose any conflicting terms and conditions of purchase.
 
2. Conclusion of Contract / Commercial delivery documents
 
The delivery of commercial documents such as quatations, order confirmations, delivery notes and invoices are carried ot either in paper form by mail or as an electronic document by e-mail or fax. Commercial documents are clearly marked as such and bear the name and the contact details of the authorised representative. Electronic documents created by us are valid without personal signature and shall enter into a contract of acceptance unless appeal, objection or refusal is made by the contractor. The proof of delivery is sufficient evidence for the conformation of acceptance or receipt of electrical comercial documents.

3. Prices

3.1 Our prices are exclusive of VAT which shall be charged additionally at the statutory rate valid ad the date of invoicing. Our prices shall be understood for EXW (INCOTERMS 2000 published by the International Chamber of Commerce, Paris). delivery. The costs of packaging, shipment and transport insurance shall be charged additionally.

3.2 Unless otherwise provided in written payment agreements, the net prices stated in our catalogs and price lists valid at the date of delivery, plus statutory VAT, shall apply to our services specified in these documents. Catalogs and price lists can be consulted on our premises or be obtained from us.

3.3 Any shipping, transport and insurance costs incurred for clabration services performed by third parties as subcontractors of AfM Technology GmbH shall be charged to you in addition to the calibration costs shown in our price list. 

4. Terms of payment

4.1 Our invoices shall be payable immediatly on delivery and invoicing. For the purpose of determining its timeliness, a payment shall be deemed to have been made when we are able to dispose freely of the amount credited to our account. In the case of cheques or bills of exchange, the possibility of payment and entry in our account must be given according to the usual order of business. All costs and expenses resulting from the discounting and submission of cheques and bills of exchange shall be borne by you.

4.2 If you fail to meet your payment obligation we shall be entitled, without evidence being required, to demand interest on arrears on such delayed payment at a rate 5% p.a. above the relevant base interest rate of the European Central Bank from the contractual payment date, notwithstanding the possibility of claiming for greater actual damage and without prejudice to our other rights.

4.3 You may set off only claims which are either uncontested by us or which have been adjudicated and are final and unappealable. In the event that your financial circumstances should deteriorate after the conclusion of the contract, we shall be entitled to refuse  the services to be performed by us until our claim has been paid or until security has been provided for claims not yet due.

5. Delivery date

5.1 The delivery time shall only be deemed to be agreed after written confirmation by us. The delivery time shall be deemed to have been complied with if. within the delvery time, the goods leave our factory or if you have been advised that the goods are ready for shipment, or if the result of the services performed by us has been transmitted.

5.2 If we are unable to comply with the agreed delivery time because of industrial disputes or other unforesseable events beyound our control, including but not limited to shortages of material or energy, incorrect or late deleveries (despite the careful choice of suppliers) and if the non-compliance coud not be prevented by due care and diligence, the delivery time shall be extended by the duration of the hindrance plus an appropriate lead time. If you are able to demonstrate that such an extension of the delivery time cannnot be reasonably accepted by you, you shall be entitled to cancel the contract, provided that it has not yet been fulfilled. No further claims shall be admissible.  

5.3 If we are responsible for non-compliance with the delivery time, you shall be entitled to cancel the contract after the expiration of a reasonable extension of the delivery time granted in writing; or, if you can prove that you have suffered damage due the delay caused by us, you shall be entitled to claim damages to a maximum of 0.5 % of the price of the delayed goods or services for every full week of the delay, but under no circumstance more than 5% of the aggregate value of the underlivered goods or services. Any other and further claims dor damages, whether arising by contract or by statute, shall be excluded. The above provisions shall not apply in cases where we are statutorily liable for international conduct or gross negligence.

6. Shippment, insurance and passing of risk

6.1 Unless otherwise agreed, we shall select the route and mode of shipment, and shall ship the goods to your domicile at your expense.

6.2 We shall insure the goods against the usual transport risks from warehouse to warehouse

6.3 The risk of loss or damage shall pass to you as soon as the goods have been handed over to the haulage company or have left our factory or warehouse, or on receipt of our notification that the goods are ready for shipment, if the dispatch was delayed for reasons beyond our control.

6.4 Partial shipments shall be permissible.
 
7. Obligation to give notice of defects and damage in transit

Obvious defects and damage in transit, incorrect shipments and incorrect delivery quantities shall be immediately reported to us in writing. Any defects or damages which are not directly obvious shall be reported to us in writing not later than 14 days after receipt of the goods concerned.

8. Reservation of title

To the extent permitted by the law of the country to which the products are delivered, we shall reserve title to the delivered products (the "secured products") to secure the payment of all contractual claims we have against you for payment. You shall be entitled to resell the goods in the ordinary course of business with the proviso that, for the purpose of security, you assign the claims from the resale, including all secondary rights, to us now to the value of the amount billed by you. With the right of revocation, we authorize you to collect the claims assinged to us in your own name for our account. This authority to collect can be revoked if you do not duly fulfil your payment obligations or in the event of deterioration of your finacial circumstances. Pledging of the goods or transfer of ownership by way of security shall not be permissible.

9. Warranty for material defects and defects in title

9.1 In the event of any material defects and defects in title, we shall warrant as follows, subject to the provisions of clause 9 and with all further claims being excluded: If you report any such defect to us within the warranty period, we shall undertake to remedy the defect free of charge within the warranty period, we shall undertake to remedy the defect free of charge within a reasonable period of time, at our option, by repairing the defective product or by supplying replacement which is free from defect. If we are not in a position to do so, you shall be entitled to rescind the contract.

9.2 Unless otherwise agreed, the limitation period for warranty claims and legal deficiency shall be 12 months after passing of the risk of loss.

9.3 You shall immediatly notifiy us of defects which appear and do everything within your power to keep the damage to a minimum.

9.4 You are obliged to notify us of any encountered damages immediately and to make every effort to keep the damage
to a minimum.

9.5 Defects resulting from normal wear and tear (especially in consumable parts) or from mshandling shall not be covered by this warranty. Nor shall we warrant for any defects caused by repairs or modifications improperly performed by yourslef or third parties.

9.6 The periods of limitation for warranty claims shall be interrupted by measures implemented to remedy defects.
 
9.7 The following additional provisions shall apply to software:
We warrant that the software delivered to you conforms to the program specifications, provided that the software has been installed in our corresponding systems and in accordance with our instructions. Software defects shall only include defects which can be reproduced at any time. We shall undertake to remedy software defects which impair the contractual use to a more than insubstantial degree, at our option and depending on the extent of the defect, either by installation of an improved version of the software or by providing advice as to how such defects can be eleminated or their effects avoided.
 

9.8 All other and further claims, whether arising by contract or by statute, shall be excluded, in particular claims for damages which do not directly affect the products (consequential or indirect damages) This shall not apply to the extent that we are statutorily liable for intentional conduct, gross negligence or lack of warranted properties in the product.
 
10. Rights concerning software

You shall be granted a non-exclusive, non-transferable license to use programs, related documentation and subsequent upgrades for the internal operation of the products for which the programs are supplied. You shall not them accessible to third parties without our prior written consent. Copying with the exception of a backup copy shall not be permitted. Nor shall the software and the related documentation be used for the training, instruction etc. of third parties. Source programs shall only be made available by us under a separate written agreement.

11. Liability and claim for damages

11.1 If, through our fault, the delivery item is unsuitable for your contractual use due to the omitted or incorrect execution of suggestions or consultation results submitted before or after the conclution of the contract, or due to non-compliance with any other additional, contractual obligations - in particular the provision of instructions for the use and maintenance of the delvery item -, the stipulations of clauses 8, 9.2, 9.3, and 9.4 shall apply accordingly, with any further claims of the ordering party being excluded.

11.2 Our liability for damage that has not occurred on the delivery item itself shall be limited to the following cases, irrespective of the legal basis involved:

- intentional or gross negligence of our corporate bodies or corporate executives,
- culpable infringement to life, bodey and health,
- defects which have been concealed fraudulently or for which we have guaranteed    the absence,
- defects of the delivery item, as far as we are liable regarding the Product Liability      Act for personal injury or damages on property of private used objects,


11.3 In case of culpable infringement of essential contractual obligations, we are also liable for gross negligence of employees and for slight negligence, in the last case limited to the typical contractual, reasonably foreseeable damages.

11.4 If we supply you with software, we- including our employees and vicarious agents - shall only be liable for the loss or modifications of data caused by defective programs only to the extent that would be inevitable if you fulfilled your obligation to perform a data backup at adequate intervals, but at least on a daily basis.

12. Data storage and place of jurisdiction

12.1 Pursuant § 33 BDSG (German Data Protection Law), we inform you that personal data related to our business connections with you are stored by ourselves and, if required, also by our affiliated companies

12.2 The place of jurisdiction for disputes arising from or in connection with this contract shall bie Aalen / Germany or your domicile, at our option.

12.3 In the event that any one or several of the provisions of this contract should be or become invalid, the validity of the remainder of the contract shall remain unaffected. In such event the parties shall replace the invalid provision by a provision which best approximates the economic purpose or the contract in a legally admissible way.
 
12.4 The law of the Federal Republic of Germany shall govern, with the exclusion of the international conflict of laws provisions thereof and with the exclusion of the United Nations Convention on Contracts for the International Sales of Goods (CISG)
of April 11, 1980
 
 
 
Status: January 2016
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