General (Commercial) Terms and Conditions (GTC)
of AAT Automation GmbH
These General Terms and Conditions are to be used vis-à-vis:
1. a person who, when concluding the contract, acts in the exercise of his commercial or independent professional activity (entrepreneur)
2. legal entities under public law or a special fund under public law.
All deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Amendments to or deviations from these terms and conditions must be agreed in writing. In the event of contradictions, the separate contractual agreements shall take precedence. Deviating terms and conditions of purchase of the purchaser shall not become part of the contract even by acceptance of the order.
In the absence of a special agreement, a contract shall be concluded with the written order confirmation of the Supplier.
(2) The supplier reserves the property rights and copyrights to samples, cost estimates, drawings and other information of a tangible and intangible nature - also in electronic form; they may not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer accessible to third parties only with the customer's consent.
A. Delivery time, delay in delivery
The delivery time results from the agreements of the contracting parties. Compliance with the delivery time by the supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the purchaser has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals or the payment of a down payment. This shall not apply if the supplier is responsible for the delays.
Compliance with the delivery time is subject to correct and timely delivery to us. The supplier shall inform the customer as soon as possible of any delays that become apparent.
The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier's works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - alternatively the notification of readiness for acceptance.
If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs incurred by the delay shall be charged to the customer, starting one month after notification of readiness for dispatch or acceptance.
5. if non-compliance with the delivery time is due to force majeure, industrial disputes or other events beyond the supplier's control, the delivery time shall be extended accordingly. The Supplier shall notify the Purchaser of the beginning and end of such circumstances as soon as possible.
The Purchaser may withdraw from the contract without setting a time limit if the entire performance becomes finally impossible for the Supplier before the transfer of risk. Furthermore, the Purchaser may withdraw from the contract if the execution of a part of the delivery becomes impossible in the case of an order and the Purchaser has a justified interest in refusing the partial delivery. If this is not the case, the customer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier's inability to perform. Section E2 shall apply in all other respects.
If the impossibility or inability to perform occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, the Purchaser shall remain obliged to counter-performance.
If the Supplier is in default and the Purchaser suffers damage as a result, the Purchaser shall be entitled to demand a lump-sum compensation for the delay. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
If the Purchaser sets the Supplier a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the Purchaser shall be entitled to withdraw from the contract within the scope of the statutory provisions. At the Supplier's request, the Purchaser undertakes to declare within a reasonable period of time whether it will exercise its right of withdrawal.
Further claims arising from delay in delivery shall be determined exclusively in accordance with Section E.2 of these Terms and Conditions.
B. Transfer of risk, acceptance
(1) The risk shall pass to the Purchaser when the delivery item has left the factory, even if partial deliveries have been made or the Supplier has assumed other services, e.g. the shipping costs or delivery and installation. Insofar as an acceptance test is to be carried out, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Supplier's notification that the goods are ready for acceptance. The Purchaser may not refuse acceptance in the event of a non-substantial defect.
If dispatch or acceptance is delayed or does not take place as a result of circumstances for which the Supplier is not responsible, the risk shall pass to the Purchaser on the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out the insurance policies requested by the Purchaser at the latter's expense.
Partial deliveries are permissible insofar as they are reasonable for the customer.
C. Retention of title
The supplier retains ownership of the delivery item until receipt of all payments - also for any additional ancillary services owed - arising from the delivery contract.
The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the purchaser, unless the purchaser can prove that it has taken out the insurance itself.
The Purchaser may neither sell, pledge nor assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately.
In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the delivery item after issuing a reminder and the Purchaser shall be obliged to surrender it.
5. on the basis of the retention of title, the supplier can only demand the return of the delivery item if he has withdrawn from the contract.
The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.
D. Claims for defects
The Supplier shall be liable for material defects and defects of title in the delivery to the exclusion of further claims - subject to Section E2 - as follows:
(1) All parts which prove to be defective as a result of circumstances prior to the transfer of risk shall be repaired or replaced free of defects at the Supplier's discretion. The Supplier shall be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the supplier.
(2) The Purchaser shall, after consultation with the Supplier, grant the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the Supplier deems necessary; otherwise the Supplier shall be released from liability for the consequences arising therefrom. Only in urgent cases of danger to operational safety or to prevent disproportionately great damage, in which case the Supplier must be notified immediately, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.
The supplier shall bear - insofar as the complaint proves to be justified - the direct costs of the rectification of defects or the delivery of replacement parts, including shipping. He shall also bear the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants including travel costs, insofar as this does not result in a disproportionate burden on the supplier.
The Purchaser shall have the right to withdraw from the contract within the scope of the statutory provisions if the Supplier - taking into account the statutory exceptions - allows a reasonable period of time set for it for the repair or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the Purchaser shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise remain excluded.
5. further claims shall be determined exclusively in accordance with section E2 of these GTC.
No liability shall be assumed in particular in the following cases: Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as they are not the responsibility of the Supplier.
7. if the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.
If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, procure for the Purchaser the right to continue using the delivery item or modify the delivery item in a manner reasonable for the Purchaser in such a way that the infringement of the property right no longer exists.
If this is not possible on economically reasonable terms or within a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also be entitled to withdraw from the contract.
Furthermore, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the owners of the property rights concerned.
(9) Subject to Section E2, the Supplier's obligations set out in Section E8 shall be conclusive in the event of infringement of industrial property rights or copyrights.
They only exist if
- The Purchaser shall inform the Supplier without delay of any infringements of industrial property rights or copyrights which have been made applicable,
- The Purchaser supports the Supplier to a reasonable extent in the defence of the asserted claims or enables the Supplier to carry out the modification measures in accordance with Section D8,
- The supplier reserves the right to take all defensive measures, including out-of-court settlements,
- The defect of title is not based on an instruction of the Purchaser and
- the infringement of rights was not caused by the fact that the Purchaser modified the delivery item without authorisation or used it in a manner not in accordance with the contract.
E. Liability of the supplier, exclusion of liability
(1) If the delivery item cannot be used by the Purchaser in accordance with the contract as a result of culpably omitted or faulty suggestions or advice given by the Supplier before or after conclusion of the contract or as a result of culpable breach of other contractual collateral obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of Sections D and E2 shall apply to the exclusion of any further claims of the Purchaser.
2. the supplier shall only be liable - on whatever legal grounds - for damage that has not occurred to the delivery item itself.
a. In case of intent
b. In the event of gross negligence on the part of the owner / executive bodies or senior employees,
c. In the event of culpable injury to life, limb or health,
d. In the case of defects which he has fraudulently concealed,
e. Within the framework of a guarantee commitment,
f. In the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of material contractual obligations, the Supplier shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.
Further claims are excluded.
All claims of the Purchaser - on whatever legal grounds - shall become statute-barred after 12 months. The statutory periods shall apply to claims for damages pursuant to Section E 2a-d and f. They shall also apply to defects in a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.
G. Software usage
Insofar as software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The Purchaser may only copy, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§69aff UrhG). The Purchaser undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the Supplier's prior express consent.
All other rights to the software and the documentation, including the copies, shall remain with the supplier or the software supplier. The granting of sub-licences is not permitted.
H. Force majeure
The Supplier shall not be liable for disruptions and/or delays that occur in the course of processing an order due to force majeure. Force majeure is understood to mean events that were unforeseeable at the time of the conclusion of a contract and were neither intended nor brought about by the Supplier or the Purchaser and which make it impossible for the Supplier and/or the Purchaser to fulfil a contractual obligation. These include, but are not limited to, natural events (earthquakes, fires, floods), wars, embargoes, riots and rebellions as well as strikes and lockouts, but also sovereign measures taken by the government after conclusion of the contract.
I. Applicable law, place of jurisdiction
(1) All legal relationships between the Supplier and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany.
the law of the Federal Republic of Germany applicable to the legal relations between domestic parties.
The place of jurisdiction shall be the Karlsruhe/Freilassing court having jurisdiction over the registered office of the Supplier. The
However, the Supplier shall be entitled to bring an action at the Purchaser's principal place of business.
K. Severability clause
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the rest of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.