General terms and conditions

I. General / scope

The following terms and conditions (hereinafter referred to as terms and conditions) apply to all business relationships of the Apparatebau Nordhausen GmbH based in 99734 Nordhausen and our customers who are entrepreneurs within the meaning of § 14 BGB, legal entities under public law and public – special fund. Deviating, conflicting or supplementary terms and conditions and / or other unilateral regulations of the customer, such as B. Conditions of purchase do not become part of the contract by accepting the order, unless we expressly agree to their validity.

II. Offers / conclusion of contract

Our offers, regardless of whether they are in writing, in text form or orally, are always subject to change and non-binding. Offer documents such as drawings, illustrations, quantities, etc. are only approximate, they only oblige us to accept the order if they are expressly designated as binding. Otherwise, orders are only considered accepted if we have confirmed them by order confirmation.

III. Delivery / delivery time

1. As far as we are responsible for the delivery as agreed, we take over the selection of the transport route, the means of transport and the transport person.
2. A fixed date is only available with an express agreement in this regard. Likewise, dates and delivery times are generally non-binding, unless expressly agreed otherwise. Prerequisite for the delivery date or However, the start of the delivery period is that all technical and business details of the order have been clarified and the customer has all his obligations (e.g. B. performance of a down payment). The delivery period is extended appropriately in the event of unforeseen events, regardless of whether they are in our factory or in the event of a pre- or Sub-suppliers have occurred. In particular, the following are possible: operational disruptions, strikes, lockouts and natural disasters. If the delay lasts more than 8 weeks,the customer is entitled to withdraw from the contract.
3. The delivery time is met by us if the delivery item has left our factory by the end of the delivery time or if readiness for dispatch has been reported. If an acceptance has to take place, – is decisive except in the case of justified refusal to accept –.
4. Will shipping or Delayed acceptance for reasons for which the customer is responsible, he will be charged the costs of the delay.
5. Within the agreed delivery times, we are entitled to make partial deliveries and partial services if the total quantity remains unchanged, insofar as this is reasonable for the customer.
6. Even if a fixed delivery time or a fixed delivery date is agreed, it is necessary for us to set a reasonable grace period. After their fruitless expiry, the customer can withdraw from the service or partial service that is not reported ready for dispatch at the end of the grace period.

IV. Transfer of risk / shipping

With the handover to the train, the freight forwarder or the carrier or with the start of storage, but at the latest when leaving the factory or warehouse, the risk passes to the customer, even if we have taken over the delivery. If shipping is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk passes to the customer from the time the delay occurs.

V. Prices / terms of payment

1. Unless otherwise agreed, our prices are always net prices and are ex works without packaging, freight, postage and insurance as well as statutory value added tax.
2. Our invoices are due for payment immediately upon receipt and without deduction.
3. If we become aware of facts that question the creditworthiness of the customer (e.g. non-payment of a check), or if the customer is in arrears with a payment for more than two weeks, our entire remaining claim is due for payment. In this case, deliveries can be made dependent on a train-by-train payment.
4. If the customer does not pay as agreed, we are entitled to request interest from the due date in accordance with Section 353 of the German Commercial Code (HGB). In addition, in the event of default, we are entitled to charge default interest at 9 percentage points above the respective base rate of the European Central Bank. In addition, in the event of a delay in payment after notification to the customer, we can stop fulfilling our obligations until we receive the remuneration.
5. In the event of default with a fee claim, the customer also owes a lump-sum compensation amount of 40.00 €. This also applies if the customer is in arrears with a down payment or other payment in installments. The flat rate of 40.00 € is to be offset against compensation owed, insofar as the damage is due to legal prosecution costs.
6. Under the conditions of sections 366, 367 of the German Civil Code (BGB), we determine which claims the customer has to meet by payment.
7. The customer can only assert a right of set-off or retention with regard to counterclaims that are not disputed or have been legally established or are based on the same contractual relationship.
8. We reserve the right to make our demands e.g. B. to be transferred to third parties for reasons of collection or factoring.

VI. Defects

1. Deliveries are made according to our standard specifications. Our goods must be examined immediately for defects. Visible defects or complaints must be reported immediately, but at the latest within 7 days after delivery, otherwise the goods are considered approved. A complaint about hidden defects is timely if it is received by us within 7 days of discovery. The quality of the goods depends exclusively on the agreements made. If we have to deliver according to drawings, specifications, samples, etc. of our customer, the customer assumes the risk of suitability for the intended purpose. The decisive factor for the contractual condition of the goods is the time of the transfer of risk according to para. 4 of these terms and conditions.
2. In the event of complaints, we must be given the opportunity to jointly determine the defect. We do not advocate defects caused by unsuitable or improper use or treatment of the goods by the customer or third parties, as well as wear.
3. In the event of a justified, timely complaint, we will remedy the defect free of charge within a reasonable period, either by rectification or replacement delivery.
4. If we are in arrears with the rectification or replacement delivery, the buyer can withdraw from the contract after a reasonable grace period set by him has expired without result.
5. Goods-related statements or promotions from us in public, especially in advertising, in brochures or brochures do not provide a contractual specification of the quality of the goods or Thing.
6. Claims for defects by the customer expire twelve months after delivery of the item or Provision of the service or for repair work 12 months from acceptance. This does not apply if the law prescribes longer deadlines, i.e. in cases of injury to life, limb or health, in the event of a willful or grossly negligent breach of duty, fraudulent concealment of a defect or product liability under the Product Liability Act.

VII. Liability and limitation of liability

1. We are fully liable for damage to life, limb and health that is based on an intentional or negligent breach of duty by us, our legal representatives or vicarious agents, as well as for damage that is covered by liability under the Product Liability Act, as well as for damage that is based on intentional or grossly negligent breaches of duty, as well as malice or assumption of a guarantee.
2. We are also liable for damage caused by simple negligence, insofar as this negligence affects the violation of such contractual obligations, compliance with which is important for the achievement of the purpose of the contract and on the observance of which the customer can regularly trust or trust (so-called cardinal obligations, such as B the defect-free delivery of the item). However, we are only liable if the damage is typically associated with the contract and is foreseeable and limited to three times the gross order amount of the respective order. We are not liable for simple negligent violations of non-contractual ancillary obligations.
3. The limitations of liability contained in the preceding sentences also apply insofar as we are concerned with liability for legal representatives, executives and other vicarious agents. Further liability is excluded regardless of the legal nature of the asserted claim. Insofar as liability is excluded or limited by us, this also applies to the personal liability of your employees, employees, employees, representatives and other vicarious agents.
4. Limitation of claims for damages after a calendar year from delivery of the item or Provision of the service or for repair work 12 months from acceptance regardless of the customer’s knowledge of the cause of the damage and / or the cause of the damage. The short limitation period does not apply if the law prescribes longer periods, i.e. in cases of injury to life, limb or health, in the event of a willful or grossly negligent breach of duty, fraudulent concealment of a defect or product liability according to the Product Liability Act.

VIII. Retention of title

1. All delivered goods remain our property until all, including future, claims from the business relationship have been fulfilled. This also applies if the individual claim is included in the current invoice and the balance is recognized.
2. The customer is obliged to carefully store the goods subject to retention of title and to insure them against loss and damage at his own expense. He hereby assigns his claims from the insurance contracts to us in advance. We accept this assignment. The customer is obliged to store and label the goods belonging to us separately. The customer processes or transforms the goods subject to retention of title for us without any obligations arising from this. If the customer connects, mixes, mixes or processes the reserved goods with other goods or if he transforms them with other goods, we are entitled to co-ownership of the resulting new goods in the ratio of the invoice value of the reserved goods to the other goods values. The new goods are considered reserved goods within the meaning of these terms and conditions.
3. The customer processes or transforms the goods subject to retention of title for us without any obligations arising from this. If the customer connects, mixes, mixes or processes the reserved goods with other goods or if he transforms them with other goods, we are entitled to co-ownership of the resulting new goods in the ratio of the invoice value of the reserved goods to the other goods values. The new goods are considered reserved goods within the meaning of these terms and conditions.
4. A sale of the reserved goods is only permitted in the ordinary course of business. Other dispositions, such as pledges and transfers by way of security of the reserved goods, are not permitted. However, the customer hereby assigns to us all claims to which the reserved goods are due for resale or other legal reasons only in advance in the amount of 110% of the unpaid portion of our purchase price claim. Any other assigned claims will be released by us. In the case of co-ownership, the assignment only records the proportion of claims corresponding to our co-ownership. We hereby accept the assignment. A resale is only permitted if this assignment is ensured.
5. The customer is revocably authorized to collect the assigned claims in the ordinary course of business. At our request, the customer must notify his debtors of the assignment. We are entitled to notify the assignment at any time if the customer is in arrears with his payment obligations.
6. The customer’s authorization to dispose of the goods subject to retention of title and to collect the assigned claims expires in the event of non-compliance with the terms of payment, unauthorized orders, protests against bills of exchange and checks, and if insolvency proceedings have been requested against the customer or if we have significantly deteriorated the financial position of the customer becomes known. In these cases, we are entitled to take possession of the goods subject to retention of title immediately without withdrawing from the contract, to enter the customer’s company for this purpose, to request useful information about the goods subject to retention of title and any claims from their resale, and to inspect the customer’s books to take as far as this serves to secure our rights. A withdrawal from the contract lies in the takeover of the reserved goods only,if we explicitly explain this.
7. If the value of the collateral given to us exceeds our total claims by more than 10%, the excess collateral will be released by us at our own discretion and choice.

IX. Instructions / product liability

The customer is obliged to carefully observe any product information we issue and to pass it on to his customers. The customer undertakes to make a corresponding agreement with his customer and to prove it to us on request. If the customer culpably does not meet this obligation and this triggers product liability claims, the customer indemnifies us internally from such claims to the first request.

X. Repair (sanding), maintenance and service

1. Unless we have been commissioned by the customer to repair, maintain or service, the work – takes place in our workshop (place of performance) unless otherwise agreed –. The order includes the authorization to subcontract and carry out necessary verification procedures. Insofar as an on-site assignment at the customer is required, the customer is obliged to take the measures necessary to protect our staff. The customer must inform our staff about existing safety regulations insofar as these are important for the provision of services. A contact person for our staff must be named and kept available for the services to be provided on site by the customer, who is responsible, competent and authorized for all questions to be dealt with.
2. If a cost estimate with binding price estimates is requested before the order is executed, this must be expressly stated. Such a cost estimate is only binding if it is submitted in writing and designated as binding. The services provided to submit a cost estimate can be charged to the customer; this applies in particular if work has been carried out on the device to be repaired or serviced (error search, etc.) in this context. In the event of an order being placed, services calculated as part of the submission of the cost estimate will not be charged again.
3. The customer will be charged for the effort incurred and to be documented (error search time = working time). We are entitled to order for repairs. Maintenance or service to request a reasonable advance payment. The amount of the advance payment depends on the expected time and the value of the materials to be procured. When calculating repair, maintenance or service, the prices for spare parts, materials and special services used as well as the prices for work performed must be shown separately in the cost estimate and in the invoice. If the order is carried out on the basis of a binding cost estimate, a reference to the cost estimate is sufficient, whereby only additional work has to be listed in particular.
4. Unless otherwise agreed, the remuneration of repair work is due immediately upon acceptance. The remuneration for other services that do not include work services in the sense of § 631 ff. BGB are due after the service has been provided. For repair work, we have a lien on the object of the order because of our claim from the order (§ 647 BGB). Unless otherwise agreed, the customer accepts the object of the order for repair work in our company. If the customer accepts the object of the order despite knowledge of a defect, he is only entitled to claims for defects to the extent described below if he reserves them for acceptance. If the customer wishes the object of the order to be sent, this is done at his own expense and risk.Upon delivery, acceptance must take place upon delivery of the item. The customer is in arrears with the acceptance (default of acceptance) if he does not collect the object of the order within one week of the notification of completion, delivery or sending of the invoice. In the case of repair work that is carried out within one working day as agreed, the period is reduced to two days. In the event of a delay in acceptance, we can calculate the local retention fee for the object of the order.the deadline is reduced to two days. In the event of a delay in acceptance, we can calculate the local retention fee for the object of the order.the deadline is reduced to two days. In the event of a delay in acceptance, we can calculate the local retention fee for the object of the order.

XI. Data protection

We are responsible for the processing of customers‘ personal data for the purpose of executing the contract in accordance with data protection law. Art. 6 para. 1 lit. b DSGVO. The personal data of the customers are processed exclusively for the execution and execution of the contract. Personal data will not be passed on to third parties for purposes other than fulfilling the contract without the customer’s consent. The data will be deleted as soon as it is no longer necessary for the purpose of processing it, unless we are in accordance with Art. 6 Para. 1 lit. c DSGVO are obliged to store them for longer periods due to tax and commercial law retention and documentation requirements or the customer is obliged to store them in accordance with Art. 6 Para. 1 lit. a DSGVO has given its consent.

The applicable data protection law grants customers the following rights of data subject with regard to the processing of their personal data:

Right to information acc. Art. 15 DSGVO, right to correction acc. Art. 16 DSGVO, right to deletion acc. Art. 17 DSGVO, right to restrict processing acc. Art. 18 DSGVO, right to information acc. Art. 19 DSGVO, right to data portability acc. Art. 20 DSGVO, right to revoke consent granted in accordance with Art. 7 Para. 3 DSGVO and right to lodge a complaint with the supervisory authority acc. Art. 77 DSGVO.

In matters of data protection, the customer can at any time contact the address of our company specified in the imprint.

XII. Third party rights / copyrights

If deliveries are made according to instructions, specifications or other information provided by the customer and the rights of third parties, in particular property rights, are violated, the customer is obliged to release us from these claims on first request and undertakes to provide us with liquid security in the form of a self-debt, to provide an unlimited bank guarantee.

We reserve all property rights and copyrights to samples, suggestions and instructions for or about the goods to be delivered or their manufacture as well as logos and brands. These items and / or information may only be used in connection with the goods delivered by us and may not be made accessible to third parties without our express consent.

XIII. Force majeure

Force majeure, industrial disputes, unrest, official measures and other unpredictable, inevitable and serious events release the contractual partners from the performance obligations for the duration of the disruption and to the extent of its effect. The contractual partners are obliged to provide the necessary information immediately within reasonable limits and to adapt their obligations to the changed circumstances in good faith.

XIV. Place of performance / place of jurisdiction / applicable law / final provisions

Place of performance for all deliveries and services is Nordhausen. The place of jurisdiction for all legal disputes, including in the context of check and bill processes, is the court responsible for our place of business in Nordhausen. We are also entitled to sue at the seat of our contractual partner. In the case of legal prosecution outside of Germany, the customer bears the costs that we necessarily incurred as a result of legal defense or legal prosecution, in particular court costs, legal costs, expert costs, travel expenses and expenses.

The current law of the Federal Republic of Germany with the exception of the conflict of laws rules of private international law applies exclusively to the contractual relationship. The application of the United Nations Convention of 11 April 1980 on contracts for the purchase of goods (CISG – „Wiener Kaufrecht “) is excluded.

XV. Additional note on the minimum order value

A minimum order value of EUR 100.00 (net) applies to the deliveries and services commissioned by Apparatebau Nordhausen GmbH (AN).If the minimum order value is not reached, AN will also charge a small quantity surcharge of EUR 25.00 per order.Packaging and shipping costs are excluded from the minimum order value.

As of: 03/2021