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General Terms and Conditions of Antonics-ICP GmbH

Terms and delivery conditions

Rev. 09/2016, Version V06

1. Field of application

The services and offers of Antonics-ICP GmbH, hereinafter called seller-are subject to these terms and conditions. They also apply to all future business relations, even if they are not expressly agreed again. At the latest with the acceptance of the goods or services, these terms are accepted. Confirmations of the buyer with reference to its own terms and conditions are hereby rejected. Deviations from these terms and conditions are only valid if they are confirmed in writing.


2. Offers and sales

Our offers are non-binding and without obligation. All orders to be valid need the written or telex confirmation from the seller. This also applies to additions, amendments or additional agreements. 

Drawings, data sheets, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing. 

The Seller's sales personnel are not authorized to make verbal agreements or to give verbal assurances that go beyond the content of the written contract.


3. Prices

Unless otherwise agreed, the Seller is bound to the prices in its offer for 30 days from their date. The deciding factors are listed in the order confirmation of Seller's prices plus the statutory value added tax. Additional deliveries and services are charged separately. The prices quoted are ex works, excluding packing and without VAT. For orders with a net order value less than 100 EUR a less quantity surcharge of 25 EUR will be charged.


4. Delivery and performance

Delivery dates or deadlines that are in principle non-binding agreeded, need a writing form. Delivery and performance delays due to force majeure and due to events that complicate the Seller or make the delivery impossible (eg. strikes, lockouts, etc.) can not be held even if binding contractual deadlines of the seller. The customer entitle the Seller to postpone delivery or performance by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract partly or fully if not fulfilled yet.  If the seller is responsible for the non-compliance with agreed deadlines and dates or is in default, the purchaser is entitled to compensation for the delay amounting to 1/2% for each full week of delay , however not exceeding up to 5% of the invoice value of the affected by the delay services and supplies. Additional claims are excluded, unless the delay is due to at least gross negligence by the seller. The seller is entitled to make partial deliveries and partial services. Partial deliveries in terms of ensuring ( paragraph 6) constitute a separate transaction.

If the buyer does not take in whole or in part the purchased goods within the agreed delivery period, then the manufacturer can withdraw from the contract in whole or in part and claim damages for non-performance.

A specific test or receipt by the buyer or his agent must be expressly agreed with time and place. The cost of the examination or loss shall be borne by the purchaser.

Even in case that the manufacturer have sold  freight free FOB or CIF , transport of the goods are ex works, and on land or waterways, always at the expense and risk of the purchaser. In FOB shipments, the manufacturer shall have the choice of the route and means of transport.

The EX-Works delivery applies also to  of all technical documentation, e.g. data sheets, antenna installation instructions, declarations of conformity. Specifically, the seller provides to the customer the digital product data sheets with an access link to the homepage of the seller with all relevant download links as debt collectible by the creditor/customer.


5. Passing of risk

The risk passes to the buyer once the shipment has been handed over to the person performing the transport or has left the seller's warehouse for dispatch. The mode of shipment and the shipping route, if not otherwise agreed, is made ​​by the seller. If the shipment without fault of the seller is impossible, the danger with the notification of readiness for shipment goes to the buyer. 

It applies especially for partial deliveries.


6. Warranty

The Seller warrants that the products are free from manufacturing and material defects : variations within customary tolerances and customs, particularly deviations of size, weight and quality in accordance with the relevant DIN standards are always permitted. The word "ca" - approximately  before the multitude shall entitle the manufacturer to provide up to 10 % more or less of the delivery. Regarding tolerances to be complied with the guarantee can be given only to products that are manufactured on the basis of submitted drawings by the purchaser. The warranty period is 24 months from the date of delivery .

The buyer must examine the goods immediately upon arrival to the quantity, quality and assured characteristics. Any defects should be reported within 8 days after the goods has been received by the buyer.

The way the warranty shall be governed by the following provisions: a) No guarantee can be given for merely by pattern / set product solutions manufactured. b ) In regard to physical and chemical properties of our goods can be accepted responsibility only insofar as the original manufacturer of this product has even taken notice. c ) The warranty is excluded in terms of unsuitable or improper use by the buyer or third parties, as well as normal wear and tear , incorrect or negligent treatment, unless it is caused by willful misconduct or gross negligence of the seller. d) There is no liability for chemical or physical changes which have been made by the purchaser  e) For obvious errors (for business users to understand) in data sheets there is also no liability f) The warranty is excluded if devices are opened or serial numbers or stickers are removed with serial numbers

In order to eliminate defects, the purchaser must grant the seller the necessary time and opportunity in its reasonable discretion. If he refuses, then the seller is exempt from liability for defects. Warranty claims against the seller only to the immediate purchaser and are not transferable.

Claims of the buyer for damages for unsatisfactory performance  both against manufacturer, and against our vicarious agents only then, if the damage was caused intentionally or by gross negligence, or the damage is based on a breach of primary obligations, or if a serious deviation of a quality warranty exists. 

The warranty is limited to repair / replacement. Only after failure of the repair, the buyer has the right to change or reduction . Failed is the repair / replacement, if the seller has not delivered within a reasonable or customary period of time the replacement or repair was twice unsuccessful. If complaints are accepted by manufacturer, then the manufacturer at his discretion, will provide either free replacement against return of the defective goods or will reward for this the equivalent. Further claims, in particular for damages - even from tort liability or penalties, revenue from wages, freight or other failures are, as far as legally permissible, impossible. 


7. Retention of title

Until fulfillment all claims (including all balance claims as current account) which has the seller for any legal reason against the buyer now or in the future, the seller will be granted the following securities , which will be released on request at its discretion insofar as their value exceeds by more than 20%.

The goods remain the property of Seller. Processing or transformation is always for the seller as a manufacturer, but without any obligation for him. If the (co - ) property of the seller expires by combining or mixing, it is hereby agreed that the (co - ) property of the buyer at the proportionate value ( invoice value) goes to the seller. The buyer keeps the ( co-) property of the seller free of charge. Goods in which the seller ( co-) property is entitled, hereinafter referred to as reserved goods.

The purchaser is entitled to process the reserved goods in the ordinary course of business and as long as he is not in default. Pledges or assignments are not permitted. Any claims from the further sale or any other legal reason (insurance, tort) in respect of the reserved goods (including all balance claims from current account) shall the buyer for security reasons already now assigned in full to the seller. The purchaser is authorized to collect such receivables withdrawal at any time.

If third parties to the reserved goods, the purchaser will refer to the property of the seller and inform him immediately.

Breach of contract by the buyer - in particular default in payment - the seller is entitled to take back the reserved goods or, where appropriate, to require assignment of the claims of the buyer against third parties. In the withdrawal as well as the seizure of the goods by the seller - unless the Consumer Credit Act does not apply - no cancellation is possible.

Rights under retention of title and all set out in these conditions special forms which are valid until the full release from contingent liabilities entered into by the supplier in the buyer's interest (eg. receipt of a check / change ).


8. Prices - Terms of payments

Unless otherwise agreed, all invoices from the seller shall be payable within 14 days after the invoice receipt.

A payment shall be considered as made when the full invoice amount is at seller's disposal. All fees for the transfer of payment of the invoice amount to the account of the seller are borne by the buyer. In case of checks / change, payment is only made ​​when the check / change is redeemed and the claims from given checks for the seller are optional. The presentation of bills needs our prior consent. The maximum duration is 90 days after date of invoice. Discount and bill charges including check charges shall be borne by the buyer.

If the buyer defaults, the seller is entitled to charge from the relevant date from interest rate charged by commercial banks for overdrafts plus VAT .

If the seller becomes aware of circumstances on the creditworthiness of the buyer, especially not honor a check or suspends payment or if other circumstances according creditworthiness of the buyer are known to the seller, the seller is entitled  to provide entire balance due, even if he has accepted checks / change. The seller in this case is also entitled to demand advance payments or securities. 

The buyer is entitled to retention or mitigation, even if complaints or counterclaims are valid, only if the counterclaims have been established or are undisputed. However, the customer is entitled to retention also due to counter claims from the same contractual relationship.


9. Limitation of liability

Compensation claims from positive breach of contract, from cic and tort are excluded both against the seller and against its vicarious agents, unless there is intent or gross negligence. This also applies to claims for damages for non-performance, but only to the extent that the use of indirect or consequential damages is required, unless the liability is based on an assurance that is to protect the seller against the risk of such damage. Any liability is limited to foreseeable upon conclusion of contract damages.


10. Information und Consulting

Our technical information and consulting is written and given in good faith, but - also in relation to any third party - and do not relieve our buyers to test our products as to their suitability for the intended processes and uses. Our liability is only under the conditions of clause 9 of these Terms and Conditions into consideration.


11. Applicable law, place of jurisdiction, partial correctness 

Exclusively for these terms and conditions and the entire legal relationship between the seller and buyer is subject to German law. 

If the buyer is a merchant, legal entity under public law or public law special fund, is the Oranienburg - or in even more complicated cases Neuruppin - exclusive jurisdiction for all directly or indirectly arising disputes from the contractual relationship.  

If any provision in these Terms and Conditions or any provision in any other agreement be or become invalid, this shall not affect the validity of the remaining provisions of these Terms and Conditions/ Delivery as well as other agreements. Instead of the proper provision shall be replaced each relevant statutory provision in so far.


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