General terms and conditions

The following general terms and conditions are an inherent part of the sales contract. Alternative terms of sales or other restrictions for the customer will not be recognised unless the seller (in this case APS) has for an isolated case clearly stated his consent in print. These general terms and conditions are valid for trade and industry. For public institutions other conditions are possible upon request.

1. Quotes and orders

1.1 Quotes from APS are subject to change in respect to price, quantity, delivery time and means of delivery and only become mandatory when we confirm the order.

1.2 The buyers order becomes mandatory for APS with the written or printed sales confirmation (or with the invoice or delivery receipt).

1.3 For specialised tool building and or a customer specific production, APS can demand a part payment at its own discretion. In such a case this is noted in the quote or in the sales confirmation.

2. Charging

2.1 The customer is charged with the prices listed in the sales confirmation and /or delivery valid prices plus the legal value added tax.

2.2 All special offers and catalogue prices refer to prices from APS. Transportation costs are charged additionally.

3. Payment
3.1 Invoices are to be paid within 30 days of receipt without any deductions. The terms of payment are specified in the quote or confirmation order.

3.2 APS has the right to withdraw from the contract as far as the buyer has not done so, if there is reason to doubt the liquidity or the credit-worthiness of the buyer and the buyer is not prepared to pay in advance or produce sufficient financial security.

3.3 Cheques or transfers are only permitted after consulting APS: with a maximum transfer time of ninety days after the date of the invoice.

3.4 Payments are only considered valid when they are on an account belonging to APS.

3.5 Payment retentions by the buyer are barred. The buyer can only settle with unchallenged or legally established demands.

3.6 Representatives are not permitted to take payments without written consent from APS.

4. Delivery
4.1 APS always tries to deliver as fast as possible. The anticipated delivery time in the offers and in the confirmation order are guidelines without obligation, since products are usually produced to order. The delivery times start from the date of the order confirmation, which we convey as fast as possible. 

4.2 In the exceptional case that fixed delivery date has been agreed, in the case of a delay, the buyer has to set a reasonable time of extension of 50% subject to APS receiving correct and punctual delivery by subcontractors. A reasonable extension time cannot be implemented if the delivery is prevented through acts of nature beyond our control or through delays from the sub-contractor.

4.3 The delivery date is considered to be the day the product leaves the factory or storage and consigned to the forwarding agent.

4.4 When part installments are received payments should be accordingly.

5. Dispatchment
5.1 The products are always dispatched at the expense of the consigner.

5.2 APS has the right to choose the means of transportation. The buyer has to carry the additional transportation fees if he has special transportation wishes. This also applies if the transportation fees are increased because of storage or redirection etc. as long as freight free delivery has not been agreed.

5.3 Destruction, loss or damage is with the dispatchment in the responsibility of the buyer. If the product is collected the responsibility is with the buyer from the time of disposal

6. Conditional Sales contract
6.1 The product becomes the buyer´s property only when all the liabilities from the business connections with APS, including outstanding bills, compensation claims, checks and transfers have been regulated. The product remains in the ownership of APS until the balance for all invoices have been paid.

6.2 APS has the right to repossess any product without exercising any previous withdrawal from the existing contractual order, if the buyer does not fulfill his liabilities towards APS on time. A withdrawal from the contract is only necessary if APS has stated such in written form. Should APS withdraw from the contract he is entitled to an adequate payment for the duration of the lease including costs of depreciation.

6.3 The workmanship be required on the product which has been retrieved is at the expense of the buyer. The buyer has no rights to make any demands about the workmanship on the product. APS has the right to repossess products that have been processed further. Should the product which is to be retrieved, be joined or mixed with products that belong to a third party, then APS acquires co-ownership in proportion to the value of the invoice from APS to the invoice of the part belonging to the third party. Should the product be joined to a part belonging to the buyer the combined article belongs to APS.

6.4 As far as the buyer has fulfilled his commitments towards APS he is entitled to a fair course of business for the part to be repossessed; but not if a prohibition of assignment of price claims have been agreed. To forfeit, transfer by way of security or other charges are not permitted for the buyer. Should a resale occur the new buyer becomes debtor until the product has been fully paid for.

6.5 The buyer is excluded from any resale of the article which is repossessed including any financial transactions which have taken place prior to taking the article back. Should the retrieved article be sold together with other parts, then the assignment claim is limited to the sum on the invoice from APS. If there is a co-ownership of the article for sale then the assignment claim is limited to the part belonging to APS (paragraph 6.3).

6.6 The buyer has to declare the cession of his recipient on demand if APS see its implementations as endangered and provide APS with all the necessary documents. Should third parties have access to the article to be retrieved this has to be reported to APS immediately. The buyer can ask APS to free him from the contract safety clause if the value of the contract safety demand made by APS exceeds than 20%. APS remains free to decide.

7. Compensation
7.1 It is not possible to make compensation claims– including non-contractual– in the case of slight negligence on behalf of APS.

7.2 APS is only liable for collateral damage and any damage that could not be assessed at the time of conclusion of contract if APS or a leading employee displayed gross negligence.

7.3 Mandatory legal compensation regulations like compensation for a guarantee or for the product liability law remain intact.

8. Guarantee
8.1 The guarantee agreement has to be in writing. It is only valid when the product to be guaranteed is specifically named and if the duration and the territorial limits of the guarantee protection are sufficiently described.

8.2 The guarantee claim expires in the case of improper use or through engagement of third parties.

8.3 If there is no written guarantee the legal guarantee rules apply the Federal Republic of Germany.

9. Notification defects
9.1 Any obvious defects must be notified immediately after receipt of the product, with a written confirmation of the defect by the forwarding agent. Evidence, models, packaging slips, invoice number, invoice date and marks or signatures on the packaging must also be sent with the notification of defects.

9.2 Hidden defects must be notified in writing upon discovery. It is the buyers’ responsibility to prove that the defect was hidden.

9.3 The defective product may only be returned to APS if APS has explicitly agreed.

10. Rights and duties of the buyer in the case of defects
10.1 The entitlement of the buyer in the case of defects is limited to rectification. If rectification is not successful the buyer can reduce the price or alternatively withdraw from the sales contract. The buyer has no right to claim for transport, journey, time or material expenses for sending the product back for rectification. In the case of a withdrawal from the contract the buyer is to pay for the use of the product until the time of informing APS of the defect. An actual cash value of the product is incorporated in the reimbursement by APS.

10.2 The buyer is obliged to inform APS immediately if a regress claim occurs at any stage in the supply chain. Legal recourse against APS is only valid if the buyer does not have a legal defects claims arrangements with his recipient.

11. Limitation period
11.1 Defect claims are limited to one year from the legal beginning of the limitation period § 438 Abs. 1 Nr. 3 BGB. In the case § 438 Abs. 1 Nr. 2 BGB is the legal limitation period two years from the legal beginning of the limitation period. Mandatory legal limitation period and liabilities like the liability of taking over a guarantee, the liability for deliberate and gross negligence, for damage to life, body or health, breach of contract, the liability according to the product liability law and regulations about sale of consumer goods remain intact.

12. Composition of the product, technical advice, use and processing
12.1 Composition of the product is based solely on the description in the product description, specification and designation as described by APS. Public descriptions or advertisements do not represent the product. Technical parameters are only valid after written confirmation.

12.2 The technical advice from APS whether verbal or in written form and through trial is to our best knowledge, but is considered a non-binding advice also in respect to industrial property rights. The buyer should inspect the products delivered from APS as to the suitability for the intended procedure and purpose of use. Application and conversion oft he product are beyond the surveillance of APS and thus solely the responsibility of the buyer.

13. Brands
13.1 It is not permitted to offer or supply products which are not from APS under the name of APS or to use the name APS in price lists or similar business materials regardless of patents nor is the name to be brought together with replacements.

13.2 It is not permitted to use APS products for manufacturing purposes or to use the name APS after processing neither on the product nor on the packaging or the printed matter belonging to the processed product or advertising without prior consent from APS particularly if intended to use as a component declaration part. The use of a brand does not provide authorisation to use the brand name in the processed product.

14. Operation
14.1 The buyer has to follow the legal rules and regulations where appropriate for operation installation and use of the product.

15. Place of delivery, law and jurisdiction
15.1 Place of delivery for consignments is the respective forwarding office for payments it is Göttingen.

15.2 Solely covered law in the Federal Republic of German. The United Nations Convention covering contracts for international sale of goods – CISG – is not applicable.

15.3 The jurisdiction for both parties as far as both parties are registered traders is Göttingen. APS has the right to settle claims at the general jurisdiction of the buyer.

16. Saving and handling Data
16.1 So as to meet today’s requirements as a trading company, data about our customers and contractors are computerised, processed and stored.

17. Legal effectiveness
17.1 Should single clauses or parts thereof be partly or totally invalid, this does not invalidate the other clauses or parts of the clause respectively. The parties should replace invalid regulations or clauses with the valid clause which is closest to it.

APS Antriebs-, Prüf- und Steuertechnik GmbH
Revision 02/09