General Terms and Conditions
§ 1 Scope
The following provisions of Part I apply to orders between us and an entrepreneur in terms of § 310 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), "Customer" herein, which are placed through the online store at www.ahf.de.
§ 2 Contract formation
(1) Goods obtainable through the online store are sold exclusively to business customers who are considered entrepreneurs in terms of § 14 BGB.
(2) Any contract formed is entered into with
AHF analysentechnik AG
72074 Tübingen, Germany
Registration number: HRB 381970
Registry court: Stuttgart Local Court
(3) The presentation of the goods in our online store does not represent a legally binding offer on our part to enter into a contract, but only a nonbinding invitation to the Customer to order goods.
(4) By submitting the order in the online store, the Customer supplies a binding offer intended for the execution of a purchase agreement covering the goods included in the shopping cart. In submitting the order, the Customer also acknowledges that these terms and conditions exclusively govern the legal relationship with us.
(5) We confirm receipt of the Customer's order by sending a confirmation e-mail. This order confirmation does not yet constitute our acceptance of the offer to enter into a contract. It merely serves to inform the Customer that we have received the order. The offer to enter into a contract is accepted through the delivery of the goods or through an express declaration of acceptance in the form of an order acknowledgment.
§ 3 Minimum and maximum order value
The minimum order value without shipping costs is EUR 50.00 (net) per order, the maximum value EUR 8,000.00 (net).
§ 4 Retention of ownership
The delivered goods remain our property until complete payment.
§ 5 Prices, shipping costs, payment, due date
(1) The prices indicated in the online store are net prices, plus statutory value-added tax, and are ex works. Any shipping costs are additional.
(2) Payment is made on account.
(3) The invoice amount is payable to our account within 30 days of invoicing.
§ 6 Delivery
(1) Delivery occurs within no more than ten business days. The period starts to run the day after contract formation. If the end of the period falls on a Saturday, Sunday or legal holiday at the place of delivery, the period ends the next business day.
(2) Delivery dates are effective following express written confirmation.
§ 7 Other
Unless otherwise expressly provided above, Part II of the General Terms and Conditions of AHF analysentechnik AG, Tübingen, applies supplementally.
Version: 1.5, October 2015
§ 1 Miscellaneous and scope
(1) These general terms and conditions ("GTC") of AHF analysentechnik AG ("AHF") are intended for use only in business dealings with entrepreneurs, legal entities under public law or a fund under public law in terms of § 310 (1) BGB (German Civil Code).
(2) They also apply to future business relations, even if they are not expressly agreed to again. AHF does not acknowledge contrary or deviating terms and conditions of the contracting party, unless AHF expressly agrees to them.
§ 2 Offer, contract formation, minimum order value
(1) Offers of AHF are nonbinding and subject to change, unless they are expressly characterized as binding or contain a specific acceptance deadline.
(2) The ordering of goods by the Customer is considered a binding offer to enter into a contract. Orders are binding for AHF only if AHF confirms them in writing within two weeks or fulfills them by sending the goods within two weeks.
(3) The minimum order value per order is EUR 50.00 net.
§ 3 Prices, payment terms, default
(1) Prices do not include any payable statutory value-added tax and are ex works. The costs of packaging, transport, freight and insurance, as well as fees and other public charges, are borne by the Customer unless otherwise provided in the order confirmation.
(2) Unless otherwise provided in the order confirmation, the purchase price is payable to our account in euros within 30 days of the invoice date. The receipt of payment is controlling.
(3) In the case of customers with whom AHF is working for the first time or not regularly, AHF reserves the right to deliver only against prepayment or cash on delivery.
(4) If the customer defaults in making payment, AHF is entitled to demand default interest of 8% per annum over the respective base interest rate and is not obligated to make further deliveries under current delivery contracts. If AHF can prove greater loss from default, AHF is entitled to claim it.
(5) Where there is default in payment and justified concerns about the Customer's solvency or creditworthiness, AHF is—regardless whether it asserts other rights—entitled to require security or prepayment for outstanding deliveries and to declare all claims arising from the business relationship due and payable.
(6) AHF may offset liabilities owed to the Customer (e.g. arising from credit items) with open claims against the Customer.
§ 4 Time of delivery, shipment and passing of risk
(1) Delivery dates are effective following express written confirmation. They are considered met if the goods have been reported to be ready for shipment as of the stipulated date.
(2) Delivery occurs ex works.
(3) Any shipment of goods takes place at the risk and expense of the Customer, even when AHF, by way of exception, bears the shipment costs.
(4) Force majeure and strikes, lockouts, interruption of operations, shortage of raw materials and supplies, and delayed delivery or non-delivery by suppliers which are not attributable to AHF extend delivery deadlines accordingly and—if delivery should thereby be rendered impossible—release AHF from the duty to deliver.
(5) AHF shall not be at default in delivering, except where the Customer has, in each case, provided a warning with a reasonable period for cure and the period has lapsed without cure.
§ 5 Retention of ownership
(1) AHF's ownership of the goods continues until all its due claims with respect to the Customer have been satisfied.
(2) As long as ownership has not passed to the Customer, the Customer is obligated to handle the goods with care and to adequately insure them at the Customer's own expense at replacement value against damage from fire, water and theft. As security, the Customer herewith assigns, in advance, its claims arising from insurance policies to AHF, which assignment AHF herewith accepts.
(3) If the goods delivered by AHF are resold as intended or transferred to third parties for another legal reason, the Customer herewith assigns to AHF, as security, all claims against Customer's buyers arising from the resale of goods that are subject to retention of ownership, together with all ancillary rights. Unless otherwise specified by AHF, the Customer is authorized and obligated to collect the proceeds for the resold goods, which automatically become the property of AHF, and to keep them separate from other currency for AHF.
If the value of the existing collateral for AHF exceeds the secured claim by a total of more than 20%, AHF undertakes to release collateral to such extent, at its option, if requested by the Customer.
(4) If requested by AHF, the Customer shall notify its obligor of the assignment the moment the Customer is in default and give AHF the needed information and deliver the necessary documents for collection of the claim.
(5) If the goods are processed or changed by the Customer, the retention of ownership also extends to the new article. Where there is processing, combination or commingling with third-party goods, AHF acquires joint ownership of the new article in relation to the value which the retained-ownership article has to the other processed or commingled objects at the time of the processing or commingling.
(6) In the event that, for example, third parties seize goods which are subject to AHF's retention of ownership or assert claims against the receivable amount which has been assigned to AHF, the Customer is obligated to notify AHF without delay and to inform the third party of the retention of ownership or assignment.
(7) In case of doubt, retention of ownership shall continue until the Customer proves in each individual case that the goods have been fully paid.
§ 6 Goods on approval
(1) If the Customer receives goods on approval, they are provided to the Customer without charge for a maximum of four weeks.
(2) During the approval period, the Customer is obligated to treat the goods with care. If they become damaged or worn during this time to such an extent that it is no longer possible to use them as intended or they can be refabricated only at disproportionately great expense, AHF is entitled to demand that the Customer compensate for the resulting loss of value.
(3) Upon expiration of the period, the Customer is obligated to return the goods to AHF at its expense in the original packaging.
(4) If the goods are not returned to AHF immediately upon expiration of the approval period granted, it will be assumed that a decision to purchase has been made and AHF is entitled to invoice for the goods.
§ 7 Warranty, liability, returns, duty to decontaminate
(1) Obvious defects in the goods must be complained of in writing within eight days following receipt of the goods; latent defects must be claimed immediately upon their discovery. The Customer must immediately complain of damage in shipment with the hauler or carrier. The Customer's claims for deficiencies are barred if the duty to inspect and give notice thereof is neglected.
(2) If there is a defect in the goods, AHF may first repair or replace, at its option. Should the cure fail, the Customer is entitled to demand rescission or reduction, at its option. Warranty claims for defects in the goods lapse twelve months following delivery of the goods to the customer.
(3) Absent a breach of material contractual obligations, the liability of AHF, its legal representatives or agents is limited to intentional acts and gross negligence. This does not apply to the Customer's damages claims in the case of injury to life, limb and health and to compulsory claims under the German Product Liability Act and Medicinal Products Act.
(4) If the Customer needs the goods for other than the agreed purposes, the Customer must take personal responsibility to verify their special fitness for such purposes, including with respect to product safety and their conformity with all relevant technical, statutory or regulatory provisions before the planned use. Liability is excluded for a use that is not expressly confirmed in writing by AHF.
(5) AHF is not liable for the consequences of improper handling, use, maintenance and service of the goods or for the consequences of normal wear and tear, particularly for wear parts.
(6) Apart from that, AHF's liability for breach of material contract obligations through slight negligence is limited to typically occurring loss that is foreseeable by us at contract formation.
(7) Notwithstanding the Customer's rights in the case of defects, returns are allowed only with the express advance consent of AHF. A reduction of the invoice amount is not permitted in such a case. Payment is made by credit memo.
(8) If the Customer exposes the goods to environmentally harmful, toxic, radioactive or other materials, when returning the goods to AHF, the Customer must first clean them or have them cleaned at its expense and confirm this in a binding, written declaration of decontamination.
(9) If the Customer fails to perform a required decontamination, AHF is entitled to bill the Customer for costs incurred for the decontamination/cleaning and disposal. In addition, the Customer is liable for damage caused by contaminated goods upon return to the recipient or third parties.
§ 8 Custom-made products
(1) Custom-made products require a written agreement.
(2) In case of custom-made products, an excess or short delivery up to 5 percent of the ordered quantity is permissible. The actual delivered quantity shall be invoiced.
(3) Minor deviations from the agreed quality that do not impair the product's functionality do not entitle to complaints or rejections.
§ 9 Place of performance and judicial venue
(1) The place of performance for deliveries and payments is Tübingen, Germany.
(2) The parties agree that the competent local or regional court for Tübingen, Germany shall be the exclusive judicial venue for all disputes arising from or in connection with this contract. However, AHF is also authorized to bring an action against the Customer at the judicial venue for its registered office in accordance with the applicable law there.
§ 10 Final provisions
(1) The deliveries and services (contract performance) are subject to the condition that there are no obstacles to performance based on national or international regulations, particularly export control provisions, embargoes or other sanctions. The contracting party undertakes to provide all information and documents that are needed for export/transfer/import. Delays that are based on export inspections or authorization procedures suspend deadlines and delivery times to such extent.
(2) If required authorizations are not granted, the contract is considered ineffective with regard to the affected parts.
(3) The contractual relationship is subject to the law of the Federal Republic of Germany.
(4) Deviations from these GTC must be in written form. This also applies to the revocation of this written form requirement.
(5) Should individual provisions of these GTC be fully or partially invalid, this shall not affect the validity of the remaining provisions or the remaining parts of such provisions. The invalid provision shall be replaced by one which comes closest to the economic significance and purpose of the invalid provision.
Version 1.9, May 2020