§1 Scope, subject matter and conclusion of the respective contract
- The following conditions finally regulate the contractual relationship between APS UG (SIMLOC), represented d.d. Managing Director Simon Albrecht, Raiffeisenstr. 27, 32257 Bünde, hereinafter referred to as „seller“ and the respective customer.
2. These general terms and conditions apply exclusively. Conditions of the customer that contradict or deviate from these terms and conditions will not be recognized unless the seller has expressly agreed to these in individual cases.
3. They apply exclusively to use in business dealings with companies within the meaning of Section 14 of the German Civil Code (BGB). An entrepreneur within the meaning of § 14 BGB is a natural or legal person or a legal partnership who, when placing the order, acts in the exercise of their commercial or independent professional activity. The seller is entitled, but not obliged, to request proof of his entrepreneurial activity from the buyer.
4. The subject of the respective contract is the sale of goods by the seller to the customer. Price and performance information as well as other declarations or assurances are only binding for the seller if they have been submitted or confirmed by him in writing.
5. The customer can order the goods by phone, email, fax or in writing. An effective purchase contract is concluded both by a written declaration of acceptance and by email.
6. The contract text and the general terms and conditions will be sent to the customer by email after the order has been placed.
7. The contract is concluded in german or english. German law under the UN Convention on Contracts for the International Sale of Goods and conflict-of-law provisions of German law apply to all concluded contracts.
8. All prices quoted are net euro prices without sales tax, unless otherwise stated in individual cases. Sales tax is billed separately at the currently applicable rate in accordance with the applicable tax regulations.
§2 Processing of the purchase contract, shipping costs
- 1. The customer bears the shipping costs from the seller’s place of business.
The dispatch takes place at the risk of the customer.
3. When the purchase contract is concluded, payment of the purchase price is due immediately. The customer has the option to choose between different payment modalities. The seller reserves the right to exclude certain payment options for deliveries abroad, for first-time orders or for other reasons.
4. In the case of returned letters and refusal of acceptance in the case of cash on delivery, these additional costs will be charged to the customer.
5. The seller undertakes to send the goods to the customer by post immediately after the contract has been concluded and, in the case of prepayment, after the purchase price has been paid in full. Partial deliveries are permitted, provided they are reasonable for the customer.
6. The seller is entitled to withdraw from the contract if, despite the prior conclusion of a corresponding purchase contract, he for his part does not receive the object of performance; the responsibility of the seller for intent or negligence remains unaffected. In this case, the seller will immediately inform the buyer of the unavailability and immediately reimburse the buyer for any consideration that has already been paid. In this case, the seller reserves the right to offer goods of the same price and quality, with the aim of concluding a new contract for the purchase of goods of the same price and quality.
§3 Warranty and Liability
1.The seller is generally liable for defects in the goods in accordance with the statutory provisions of the sales law (§§ 434 ff. BGB).
2. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
3. The warranty period for the rights from § 437 No. 1 and No. 3 BGB for new articles is, contrary to § 438 Paragraph 1 No. 3 BGB, one year from the start of the statutory limitation period.
4. In the event of defects within the scope of subsequent performance, the seller has the choice between subsequent improvement or a new delivery.
5. The customer will examine the ordered goods immediately after delivery. This applies in particular with regard to the completeness of the goods and their respective functionality. Defects that are discovered or that can be identified without further ado must be reported to the seller immediately. Include a detailed description of the defect. If the buyer fails to notify us, the goods are deemed to have been approved, unless there is a defect that could not be identified during the examination. Defects in the goods, which cannot be ascertained within the framework of the proper inspection in accordance with paragraph 7, must be reported to the seller immediately after their discovery, provided that it is a mutual commercial transaction; otherwise the goods are deemed to have been approved even with regard to this defect.
6. In principle, the seller is not liable for damage caused by slight negligence.
7. The limitations of liability according to the preceding numbers do not apply to damage resulting from injury to life, limb or health, fraudulent concealment of defects, claims under the Product Liability Act, in the case of willful intent and gross negligence, and in the event of a breach of obligations Fulfillment enable the proper execution of the contract in the first place and compliance with which the buyer can regularly rely.
8. The claim for damages for the negligent breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in Paragraph 8 is present at the same time.
9. If the seller delivers a defect-free item for the purpose of supplementary performance, he can demand the return of the defective item from the buyer in accordance with Sections 346 to 348 of the German Civil Code (BGB).
§4 retention of title
- The delivered goods remain the property of the seller until all claims to which he is entitled against the customer from the existing business relationship have been fulfilled.
2. In the event that the delivery item is sold, the buyer hereby assigns his claim from the resale against the buyer with all ancillary rights to the seller as a precaution, without the need for further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount corresponding to the price of the delivery item invoiced by the seller. The portion of the claim assigned to the seller is to be satisfied with priority.
3. Until further notice, the buyer is authorized to collect the claims assigned in this provision (retention of title). The buyer will immediately forward payments made on the assigned claims up to the amount of the secured claim to the seller. If there is an important reason, in particular in the case of default in payment, suspension of payments, opening of insolvency proceedings, bill protest or justified indications of overindebtedness or impending insolvency of the buyer, the seller is entitled to revoke the buyer’s authorization to collect. In addition, after prior warning, the seller can disclose the assignment by way of security within a reasonable period of time, utilize the assigned claims and demand that the buyer disclose the assignment by way of security to the customer.
4. If a legitimate interest is substantiated, the buyer must provide the seller with the information necessary to assert his rights against the customer and hand over the necessary documents.
5. During the existence of the retention of title, the buyer is prohibited from pledging or transferring the goods by way of security. Resale is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the buyer. The buyer also has to agree with the customer that the customer only acquires property with this payment. In the event of seizure, confiscation or other dispositions or interventions by third parties, the buyer must notify the seller immediately.
- If the realizable value of all security interests to which the seller is entitled exceeds the amount of all secured claims by more than 10%, the seller will release a corresponding part of the security interests at the request of the buyer. The seller has the choice between different security rights when approving the release.
- The seller is entitled to assign the claims from our contractual relationships.
- The place of jurisdiction is either the registered office of our company or Pforzheim. The customer is with If payment obligations are in arrears, all existing claims are due immediately.
- The seller is entitled to assert the rights from the retention of title – in particular the taking back of the goods delivered under retention of title – without a prior withdrawal from the respective purchase contract. Offsetting by the customer with counterclaims is excluded, unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been legally established
- The buyer is in default 10 days after the due date without further explanation from the seller, provided he has not paid the claim.
- The default interest is 8% points above the current base rate.
- The right of the seller to assert further claims for damages remains unaffected by the above regulations.
§7 final provisions
- German law is exclusively applicable to these general terms and conditions and to the respective sales contract, excluding the UN sales law.
- If the parties are registered traders, the city of the registered office of the seller is agreed as the place of jurisdiction for all disputes arising from or in connection with the present contract.
- Should one or more clauses of these terms and conditions be wholly or partially ineffective, this shall not affect the validity of the remaining provisions.