General Terms and Conditions of Antonics GmbH
Terms and delivery conditions
Rev. 09/2016, Version V06
1. Field of Application
The services and offers of Antonics 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 upon 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 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.
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 200 EUR a less quantity surcharge of 50 EUR will be charged.
4. Delivery and Performance Time
Delivery dates or deadlines that are in principle non-binding and agreed, need a written form upon. Delivery and performance delays due to force majeure and due to events, that complicate the Seller or make the delivery impossible (e.g., strikes, lockouts, etc.) cannot be held even if binding contractual deadlines of the seller. The customer entitles 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 upon within the time and place. The cost of the examination or loss shall be borne by the purchaser.
Even in case the manufacturer has sold freight-free FOB or CIF, transport of the goods is 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 route and means of transport.
The EX-Works delivery applies also to all technical documentation, e.g., data sheets, antenna installation instructions, and declarations of conformity. Specifically, the seller provides 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. Transfer of Risk
The risk is transferred to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for the purpose of shipment. Unless otherwise agreed, the choice of the shipping method and the shipping route is made by the seller. If shipment becomes impossible through no fault of the seller, the risk is transferred to the buyer upon notification of readiness for shipment.
This applies in particular to partial deliveries.
The seller guarantees that the products are free of manufacturing and material defects: We are always permitted to make deviations within the scope of usual tolerances and customs, in particular deviations from dimensions, weight, and quality in accordance with the relevant DIN standards. The word "approx." before the quantity is specified entitles us to deliver up to 10% more or less. Regarding tolerances to be observed, the warranty can only be given for products that are manufactured based on drawings submitted by the buyer. The warranty period is 24 months and begins on the date of delivery.
The buyer must inspect the received goods immediately upon arrival for quantity, quality, and warranted properties. Defects must be reported to the seller immediately, at the latest, within 8 days, by written notification.
The type of warranty is determined by the following provisions: a) no warranty can be given for products manufactured only according to samples / specified product solutions. b) With regard to the physical and chemical properties of our goods, a warranty can only be assumed to the extent that the original manufacturer of these goods has assumed a warranty himself. c) The warranty is excluded regarding unsuitable or improper use by the buyer or third parties, as well as natural wear and tear, and incorrect or negligent handling unless it is due to intentional or grossly negligent action on the part of the seller. d) No liability can be assumed for chemical or physical changes made by the buyer. e) no liability can be assumed for obvious errors (comprehensible to a business user) in data sheets. f) The warranty is excluded if devices are opened or serial numbers or stickers with serial numbers are removed.
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 are only available to the direct buyer and are not transferable.
The buyer shall only be entitled to claims for damages arising from poor performance, both against us and against our vicarious agents, if the damage was caused intentionally or through gross negligence or if the damage is based on a breach of main performance obligations or if there is a serious deviation from the assurance of quality. In the absence of an express written commitment, ANTONICS shall not be liable for the suitability of the goods delivered by us for specific purposes. The warranty is limited to rectification/replacement. Only after failure of the rectification the buyer entitled to rescission or reduction. The rectification/replacement delivery has failed if the seller has not delivered a replacement within a reasonable or customary period or if the rectification has been unsuccessful twice. If complaints are acknowledged by us, we shall either provide a free replacement at our discretion against return delivery of the unprocessed defective goods or reimburse the equivalent value for this. Further claims, in particular from damages - also from tortious liability or contractual penalties, remuneration of wages, freight, or other losses are excluded to the extent permitted by law
7. Obligations of the Buyer to cooperate
If the buyer becomes aware that there are errors or defects on a product subject to approval within the meaning of the E1 type approval (identifiable by the logo “E1 in the circle”), he is obliged to report this fact to the seller without delay. The notification must be made in writing, stating the serial number or delivery note, to salesnoSpam@antoncis.de . The seller shall then immediately contact the buyer and check whether this error or defect is relevant to the approval and decides on the further course of action. In this constellation, the buyer does not incur any costs for the eventual return transport.
8. Retention of Title
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 have been received by the buyer.
The way warranty shall be governed by the following provisions: a) No guarantee can be given merely by pattern / set product solutions manufactured. b) In regard to the 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.
To eliminate defects, the purchaser must grant the seller the necessary time and opportunity at 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 the 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 the failure of the repair, the buyer has the right to change or reduce. 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 the manufacturer, then the manufacturer at his discretion will provide either free replacement against the 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.
9. 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 the 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 the 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 the 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 the 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 honoring a check or suspending payment, or if other circumstances according to the creditworthiness of the buyer are known to the seller, the seller is entitled to provide the 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 counterclaims from the same contractual relationship.
10. 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.
11. Information und Consulting
Our application-related information and advice, both verbal and written, are provided to the best of our knowledge, but are non-binding – also with regard to any property rights of third parties – and do not release our buyers from their own examination of our goods for their suitability for the intended processes and purposes. Liability on our part shall only be considered under the conditions of Section 9 of these Terms and Conditions of Business and Delivery.
12. Applicable Law, Place of Jurisdication, Partial Correctness
These terms and conditions and the entire legal relationship between the seller and the buyer shall be governed exclusively by German law.
Insofar as the buyer is a registered trader, a legal entity under public law or a special fund under public law, Oranienburg or, in the case of higher amounts in dispute, Neuruppin shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions in these terms and conditions of business and delivery as well as the remaining agreements. In this respect, the relevant statutory provision shall take the place of the correct provisions.