TERMS AND CONDITIONS

of the AEVO GmbH

 

§ 1 Scope

1.1 The following Terms and Conditions constitute the sole basis for any contract regarding products and services provided by AEVO GmbH. Any conflicting or deviating terms and conditions are not accepted (even if not explicitly rejected) unless explicitly approved by us in writing. In this case, such terms and conditions shall apply only on an individual and case-by-case basis.

1.2 The following Terms and Conditions apply to merchants, legal entities under public law and special public-law funds, on the basis of the Terms and Conditions valid at the time.

 

§ 2 Products

2.1 Our products are not destined for resale and their use is subjected to the legal provisions applicable within the respective country of delivery.

2.2 Our products are final products: modifications to these systems are not permitted. The customer is responsible for observance of the recomendations and specifications provided by us and is solely responsible for its correct operation.

 

§ 3 Conclusion of Contracts

3.1 Offers from AEVO GmbH are subject to change without notice and do not constitute an offer in the legal sense, but only a proposition for the potential customer to place an order with us.

3.2 Any offer or contract is only deemed consumated upon receipt of our acknowledgement of the order in writing or, in default of such order acknowledgement, upon receipt of our invoice at the latest or upon delivery to the customer if such delivery takes place earlier. Our order acknowledgement or invoice is the sole binding document concerning the scope and content of the contract.

 

§ 4 Prices and Payment

4.1 The prices defined within our written order confirmation shall apply.

4.2 Our prices are ex works and given in Euro. Any applicable VAT, costs of shipping, shipping insurance, packing and handling are to be paid in addition. In the case of a delivery to a destination abroad, customs clearance, customs duties, costs of the export licence and any other tax, charge, fee, etc. imposed pursuant to foreign regulations as well as any costs associated to it are to be paid in full by the customer.

4.3 Our claims are due for payment without delay upon receipt by the customer upon receipt of our order confirmation, unless the parties have agreed a later date for payment in writing. Place of payment shall be our registered office.

4.4 If the claims are not paid within 10 working days from the receipt of our order confirmation we reserve the right to cancel the order at our discretion.

4.5 The customer may only set his own claims off against our claims if the customer's counterclaim is undisputed or has been established by a final non-appealable court decision.

 

§ 5 Ownership

5.1 We retain title to the products until all claims resulting from the business relationship between us and the customer have been settled.

5.2 The customer is exclusively liable for any damage to property or persons resulting from the use of our products, even if the business relationship has not been settled.

5.3 The customer is not entitled to resell the delivered products or in any other way offer them for sale.

 

§ 6 Delivery

6.1 Delivery and shipment are ex works.

6.2 Costs and risk of transport as well as costs of loading and packing pass to the customer upon collection of the goods.

6.3 Any period of delivery specified by us shall start on the date of issue of the payment confirmation. In the event of a delay in delivery which is due to industrial disputes or unforeseeable events such as governmental action, traffic disturbance or the like, as far as such delays influence the production or delivery of our products, we are released from the obligation to deliver for the duration of such events and, where delivery is rendered impossible, we are completely released from our obligation to deliver if and to the extent that we are not responsible for such disturbance. We will advise the customer concerning such delays.

6.4 A grace period of at least 3 weeks shall be observed. After this period the customer is entitled to withdraw from the contract. If he chooses to do so, already paid ammounts shall be reimbursed. In such a case, the customer is not entitled to any further claims going beyond the aforesaid.

 

§ 7 Defective Goods

7.1 The inspection and complaint obligations under § 377 HGB (German Commercial Code) apply with the proviso that the customer is to examine the products immediately upon delivery and to give us written notice of apparent defects, missing parts or damage caused by transportation within one week from delivery, regardeless of the origin of the defects .  For that the date of the written notice shall not be after the expiry of the period. If no written notice is received within this period, the product shall be deemed to have been approved of as a result of which the customer shall loose its warranty right pursuant to § 9.

7.2 Approval of initial samples by the customer does not release him from, or restrict his obligation to inspect the goods and give notice of defect, if any.

 

§ 8 Liability

8.1 Customer claims for compensation of damages, as well as claims for reimbursement of expenses are excluded unless the damage is caused by a grossly negligent or willful breach of contractual duty. In the case of at least slight negligent breach of a contractual duty which endangers the fulfilling of the contract purpose, the liability shall be limited to the amount of the typical foreseeable damage. Liability for indirect or unforeseeable damage as well as consequential harm caused by a defect are excluded in case of at least slight negligence.

8.2 The customer shall not be entitled to any claims for defects which result from ordinary wear and tear or any handling (including but not limited to incorrect use, service or storage) of the product by the customer or third parties contrary to our specifications or any other written recommendations regarding its use provided by us.

8.3 Customer contractual claims for compensation  or reimbursement of expenses have a limitation or validity period of 24 months as of receipt of the delivery.

8.4 The limitation of liability under sections 9.1 and 9.2 does not apply in the case of personal injury, i.e. in the case of a damage as described that constitutes an injury of the body, life or health, and in the case of liability under the "Produkthaftungsgesetz" (German Product Liability Act).

8.5 Liability is excluded in the case of any modifications to our products.

8.6 The customer hereby acknowledges that he is knowledgeable of the official provisions or regulations of the respective place of use when operating and using our products. The customer shall be exclusively liable for any and all damages or claims resulting from non-observance of these regulations.

8.7 The customer shall be liable for damages, including but not limited to personal injuries, caused by incorrect handling of our products, including but not limited to the integration of our product with ither third-party products which are not explicitly recommended by us.

8.8 The limitation of liability under the preceding section 9.1 also applies to the personal liability of our employees, representatives, executive bodies and any other agents or persons engaged by us in the fullfilling of our obligations.

8.9 Assignment of any of the customer’s claims against us resulting from the business relationship requires our written consent to be valid, which we shall not unreasonably withhold if any legitimate interest of the customer exists.

8.10 Any additional liability beyond the scopes of these General Terms and Conditions is excluded.

 

§ 9 Property Rights

9.1 All docments including but not limited to schematic diagrams, drafts, concepts and descriptions, as well as software are subject to property rights held byAEVO GmbH and/or licensors.

9.2 The customer may be held liable for damage caused by the violation of proprietary rights, even proprietary rights of third parties, e.g. rights and licenses to components of our products manufactured by others.

9.3 Customer claims are excluded if the customer itself is directly or indirectly responsible for the violation of proprietary rights.

 

§ 10 Product Return

10.1 Product returns shall only be accepted subject to examination.Returns can only be accepted if they are accompanied by documentation specifying the order reference and a detailed description of defects

10.2 Returns of used or deficient products shall be directed at AEVO GmbH, Agnes-Pockels-Bogen 1, 80992 Munich. Shipping expenses shall be born by the customer.

 

§ 11 Place of performance, place of jurisdiction, governing law

11.1 The place of performance is our place of business

11.2 The place of jurisdiction for all disputes arising out of commercial business transactions is Munich in Germany (§ 38 ZPO - German Code of Civil Procedure). However, we are entitled to sue the customer at its place of jurisdiction.

11.3 German law applies. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG - "Vienna Sales Law") is excluded.

11.4 If any individual provision of these Terms and Conditions or any part thereof is or becomes invalid,  in full or in part, this shall not affect the validity of the remaining provisions or the remaining parts of such provisions.

11.5 Any side agreement or deviant agreement requires written form. This also applies to the waiver of this written form requirement.