AGB's

The following terms of delivery and payment apply exclusively to business transactions with us:

Conclusion of contract

Our offers are subject to change. All supply contracts and other agreements shall only become valid upon our written confirmation. The content of the confirmation is exclusively authoritative. We are not bound by verbal collateral agreements. Amendments or additions to the agreements made, including these terms and conditions of delivery and payment, which are made before or upon conclusion of the contract, require our written confirmation in order to be effective. All agreements and offers shall be based exclusively on these Terms and Conditions of Delivery and Payment; they shall be deemed to have been accepted by placing the order or accepting the delivery. Deviating conditions of the customer which we do not expressly recognize are not binding for us, even if we do not object to them in individual cases. We expressly reserve the right to make customary changes to all items offered by us. This also applies if the information in our price lists, brochures etc. is deviated from. Such changes shall not entitle the buyer to withdraw from the purchase contract or to demand a price reduction or compensation. We reserve the right of ownership and copyright to cost estimates, drawings, drafts and other documents. They may only be made accessible to third parties with our consent. Drawings and other documents relating to offers must be returned on request. Equipment produced by us or under our direction for the manufacture of goods, e.g. tools and molds, shall remain our exclusive property in view of our design services. In the case of items manufactured according to the customer's specifications, the customer shall guarantee that the industrial property rights of third parties are not infringed. If we are prohibited from manufacturing and supplying such items while asserting such industrial property rights, we shall be entitled, without being obliged to examine the legal situation, to cease any further activity in this respect and to demand compensation for the damage incurred. The customer shall immediately indemnify us against all claims of third parties in connection therewith. Our office and field staff are not authorized to deviate from or supplement the content of the order confirmation and these terms and conditions by making promises before, during or after conclusion of the contract. This does not apply to commitments made by our executive bodies and authorized representatives.

Delivery, delivery time

Delivery periods and delivery dates are always only approximate. They refer to the time of dispatch and are met upon notification of readiness for dispatch. Delivery periods shall not commence until agreement has been reached on all details of the order, including the technical design of the delivery item. If the customer requests a change after the order confirmation and if this request is accepted by us, the delivery period shall only begin with the confirmation of the change. If an advance payment has been agreed, the delivery period shall not commence until the advance payment has been made. Cases of force majeure and other events over which we have no influence and which make delivery significantly more difficult or impossible for us, such as operational or traffic disruptions, difficulties in procuring raw materials or energy, labor disputes, official measures, armed conflicts, delays in or in connection with transport as well as non-delivery, incorrect or late delivery by our suppliers, for whatever reason, shall release us from our obligations under the delivery contract. However, hindrances of a temporary nature shall only apply for the duration of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept deliveries as a result of the delay, he may withdraw from the supply contract by giving us immediate notice. If we are in default of delivery or if delivery becomes impossible for us, for whatever reason, the customer shall not be entitled to claims for damages of any kind (in particular from §§ 325, 326 BGB), unless we have caused the delay or the impossibility through gross negligence (i.e. at least gross negligence).

Prices

Our prices apply to the scope of services and deliveries listed in our order confirmations. Additional and special services will be invoiced separately. Our prices are quoted in EURO. The prices are ex works plus VAT. Additional costs, such as expenses for packaging, shipping and transportation, shall be borne by the customer. If, after conclusion of the delivery contract, extraordinary, significant increases in the costs of raw materials, energy or freight occur at our premises or those of our suppliers, and if these lead to a significant increase in our purchase prices and cost prices, we shall be entitled to demand immediate negotiations with the purchaser regarding a price adjustment. If no agreement is then reached, both parties shall be released from the obligation to deliver or take delivery for the part of the delivery contract not yet executed by delivery. Unless otherwise agreed, our invoice amounts are due for payment within 30 days of the invoice date. Checks are not considered payable until they have been cashed. The minimum order quantity is a value of 30.00 euros.

If the customer is in default of payment, he shall pay interest on our claim during the period of default at 8% above the respective base interest rate within the meaning of the Discount Rate Transition Act. We reserve the right to assert further claims for damages caused by default. The customer reserves the right to prove that the damage caused by default is lower. If, after conclusion of the contract, circumstances become known which are likely to reduce the creditworthiness of the customer, we shall be entitled to carry out pending deliveries from this transaction or from other transactions only against advance payment or provision of security and, if advance payment or provision of security is not made after a reasonable grace period, to withdraw from the contract or to claim damages for non-performance. The customer reserves the right to prove that the damage caused by default is lower.

Transfer of risk and shipment

With the handover to the forwarding agent or carrier (start of the loading process), but at the latest when the goods leave our works, all risk is transferred to the customer in any case - e.g. also in the case of FOB and CIF transactions. If shipment is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for shipment. Storage costs after the transfer of risk shall be borne by the customer. The type of shipment and packaging shall be at our discretion. Packaging shall be charged at cost price and shall not be taken back. Insurance of the consignment against transport damage and other risks shall only be taken out at the express request and expense of the customer.

Retention of title

The delivered goods shall remain our property until they have been paid for in full. In the case of current accounts, the retained title shall serve as security for our balance claim. Our rights arising from the retention of title and the following special forms shall apply until full release from contingent liabilities which we have entered into in the interests of the customer. The following extensions apply to the retention of title:

The processing or transformation of the reserved goods shall be carried out for us as the manufacturer within the meaning of § 950 BGB, without any obligation on our part. The processed goods shall be deemed reserved goods within the meaning of this provision. In the event of processing or transformation with other items not belonging to us by the customer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the sum of the invoice values of the other items used. The new item shall be stored for us free of charge.

Prohibition of assignment/factoring

An assignment of the purchaser's claims against its customers arising from the resale of goods delivered by the purchaser under extended retention of title is excluded, in particular in the context of genuine factoring. If the goods subject to retention of title are mixed or combined with other items and our ownership of the goods subject to retention of title expires as a result, the purchaser's ownership or co-ownership rights to the mixed stock or the uniform item shall pass to us in the ratio of the invoice value of our goods subject to retention of title to the sum of the invoice values of the other mixed or combined items. The customer shall store them for us free of charge. The customer's claim arising from a resale of the reserved goods is hereby assigned to us as security for our claims. If our reserved goods are sold together with reserved goods of third parties, the claim to which the customer is entitled from the resale of the reserved goods shall be deemed assigned to us in the amount of a partial amount, measured according to the invoice value for our reserved goods plus 10%. If the reserved goods are used by the customer to fulfill a contract for work and services or a contract for work and materials, the claim from the contract for work and services or contract for work and materials shall be deemed assigned to us to the same extent. In the event of installation in a third-party property, the customer's claim against a third party for registration of a security mortgage in the amount of our claim shall also be transferred to us. The customer is generally authorized to collect the claim from a disposal of the reserved goods. Our right to collect remains unaffected by this. We shall not collect the claim as long as the customer fulfills his payment obligations. At our request, the customer must inform us of the debtors of the assigned claims and notify the debtors of the assignment, without prejudice to our own right of notification. If the value of the securities existing for us exceeds our claims by more than 20% in total, we shall be obliged to release securities of our choice at the request of the purchaser. The customer must notify us immediately of any seizure of the reserved goods or any other impairment of our rights by third parties and inform third parties of our rights. Pledging or transfer by way of security of our reserved goods is not permitted.

Warranty

The delivered goods, even if samples have been sent, must be carefully inspected immediately upon receipt by the customer. They shall be deemed to have been approved if we do not receive a written notice of defects within 10 working days of receipt of the goods. Notices of defects without a precise description of the lot number and the identification details of the affected items of a lot are invalid. In the event of defects or the absence of a warranted characteristic of the delivered goods, we shall be obliged, at our discretion, to rescind the contract, reduce the price, rectify the defect or deliver a replacement; if the rectification or replacement delivery fails, the customer may, at his discretion, demand rescission of the contract or a reduction in the price, to the exclusion of all further claims of whatever kind and on whatever legal grounds. All other claims to which the customer may be entitled due to or in connection with defects or the absence of warranted characteristics of the delivered goods, regardless of the legal basis, in particular claims for damages due to non-performance, claims arising from positive breach of contract, claims arising from culpa in contrahendo and claims arising from tort (namely product liability) are excluded; this does not apply to claims for compensation for damages based on gross negligence (i.e. intent or gross negligence) on our part.

Other claims for damages

Any liability on our part for damages, irrespective of the legal grounds, in particular also due to the breach of obligations during contract negotiations, due to positive breach of contract and due to tort (in particular product liability), is also excluded outside the area of warranty and liability due to impossibility or default, unless gross negligence (i.e. at least gross negligence) is present on our part.

Returns

The return of items in mint condition can only be made with our consent and always carriage and packaging paid. As a cost contribution for storage preparation costs etc., 40%, but at least EUR 30.00, will be deducted from the credit note. The credit note can only be offset against goods.

Final provisions

The place of jurisdiction for all disputes arising from any transaction between us and the customer to which these Terms and Conditions of Delivery and Payment apply shall be, at our discretion, the place of our registered office or the registered office of the customer. The place of our registered office shall be the exclusive place of jurisdiction for legal action against us. The relations between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany. The Uniform Laws on the International Sale of Goods and on the Formation of Contracts for the International Sale of Goods of 17.07.1973 shall not apply. If individual provisions of these Terms and Conditions of Delivery and Payment are or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the corresponding provision of the dispositive law shall apply. If the customer is not a merchant and also not a legal entity under public law or a special fund under public law or is a merchant, but the transaction is not part of his commercial business, only the provisions in the retention of title section of these Terms and Conditions of Delivery and Payment shall apply.

(Extract from the Data Protection Act) in accordance with § 26 BDSG, we inform you that we keep our accounts using an EDP system and also store your company data in this context. This data only originates from our mutual business relationships and is therefore stored in accordance with § 23 BDSG.

APS Tech Group GmbH

Max-Eyth-Strasse 46

73479 Ellwangen