General Terms and Conditions of the AERO-LIFT Vakuumtechnik GmbH

1. Scope

1.1 AERO-LIFT Vakuumtechnik GmbH performs its deliveries and services based exclusively on the following General Terms and Conditions.
These apply even if no reference is made to these terms and conditions during subsequent transactions.

1.2 Divergent conditions, especially the buyer's conditions of purchase, or supplementary agreements are only valid if they are confirmed by us in writing.

2. Offers

2.1 No part of an offer is binding, unless the offer is expressly designated as binding.

2.2 Only our written order confirmation is relevant for the acceptance of the contract and the scope of delivery.
Verbal ancillary arrangements are not valid unless they have been confirmed by us in writing. Should the order confirmation contain any deviations from the purchase order, the deviations are deemed accepted by the buyer if we do not receive a contradictory notice within eight (8) days after the date on which our order acceptance (order confirmation) is issued.

2.3 Documents which are part of the offer like figures, drawings, weight and dimension specifications are only approximate, unless they are expressly designated as binding.

2.4 Cost estimates, drawings and other other offer-related documents remain our property and are subject to copyrights. They may only be made available to third parties at our express approval.

2.5 Samples are only provided against payment.

3. Prices and Payment

3.1 Our prices are net and do not include the applicable VAT. The prices are for delivery ex works and do not include costs of packaging, freight, postage and insurance as well as other shipping costs. In case of a net order value of less than EUR 50, we are entitled to charge a minimum quantity surcharge for EUR 10 net.

3.2 We are entitled to adjust the offered prices to increased wages and material costs, even in case of price increases of our upstream suppliers, if the product is not delivered for more than four months after formation of the contract and an increase in costs has occurred since then.

3.3 The costs for samples and preliminary work prepared at the buyer's request are borne by the buyer if a contract is not entered into.

3.4 Invoices are due and payable twelve (12) days after the invoice date with a 2% discount or thirty (30) days after the invoice date without discount. A discount is only possible from the value of the product. In case of larger contract values, we reserve the right to arrange partial payments.

3.5 If, after the formation of the contract, we become aware of a significant deterioration in the customer’s financial circumstances, which could pose a risk to our compensation claims, we reserve the right to send the merchandise against collection on delivery or demand advance payment, retain merchandise not yet delivered and discontinue work on still current contracts and withdraw from contracts already formed with the buyer, unless the buyer makes an advance payment or provides another type of security.

3.6 The buyer is not authorized to offset or retain payments due to counterclaims disputed by us and for which this is no legally valid court order.

4. Delivery Period

4.1 The delivery times indicated by us are not fixed and thus are only approximate, unless fixed date transactions were expressly agreed upon in separate agreements. They are only definitive when we have received from our customer all samples, documents, permits, releases and agreed upon payments which are necessary for the performance of the contract.

4.2 The delivery period starts at the earliest with the receipt of our order confirmation by the buyer. It is deemed observed if the object of delivery leaves the ramp at the manufacturer's factory within the set period or the ready-to-ship notice has already been sent. The days indicated in the delivery period are workdays.

4.3 In cases of force majeure or other circumstance that are beyond our control, e.g. official measures, strike. lock-outs, business disruptions, material procurement problems, traffic disturbances, etc., even if such occur to upstream suppliers, the delivery periods, even confirmed delivery periods, are extended to an appropriate extent. That shall even apply if the aforementioned circumstances occur during an already existing delay. If performance is impossible or unreasonable for us as a result of such circumstances, then we are released from our obligation to perform If the delay in delivery should last longer than one month, we and the buyer are entitled to withdraw from the contract.

5. Deliveries, Passage of Risk

5.1 We reserve the right to make partial deliveries if that seems beneficial for an expedient processing. Partial deliveries that are implemented and invoiced are to be regulated within the framework of our payment conditions.

5.2 Deliveries are effected ex works at the expense of the buyer. The risk for the merchandise passes over to the buyer with its leaving of the ramp at the manufacturer's factory or with the ready-to-ship notice. This also applies to partial deliveries and only if we have assumed the shipping costs or delivery and setup of the merchandise.

5.3 Equipment is delivered in disassembled state provided the type of shipment and the transport risk call for it.

5.4 Transport or other insurance can be taken out only at the express request and costs of the buyer.

5.5 In case of delay in acceptance, the buyer is responsible for the storage costs that we incur. This amounts to a half percent for every full week of delay, however, not to exceed 5% of the net value of the merchandise not accepted. The buyer is entitled to demonstrate lesser damages, whereas we are entitled to demonstrate higher damages. We are entitled, upon expiry of an appropriate acceptance period set by us, to dispose of the object of delivery otherwise and to make delivery to the buyer with appropriately extended periods.

6. Reservation of Title Clause

6.1 We retain the title to any and all merchandise delivered by us until satisfaction of all our claims arising from the business relation.
This also applies if the buyer has paid individual invoices.

6.2 The buyer is entitled to dispose of the merchandise subject to retention of title as part of the normal course of business, unless a prohibition of assignment has been agreed upon between the buyer and its customer with regard to claims arising in connection with the delivery.

6.3 The retention of title also extends to the products that are created by processing, commingling or combination with our merchandise at full value. If third party rights to title remain in effect in the event of processing, commingling or combination with third party merchandise, we acquire co-ownership based on the ratio of invoiced amount of the processed merchandise.

6.4 The buyer undertakes to sell the merchandise delivered by us only on the understanding that it retains title to this merchandise until the purchase price is paid in full and agrees that ownership of the new item or the resulting claim takes the place of the retention of title if it lapses as a result of resale, combination, processing or commingling.
The assignment of this claim even for the purpose of debt collection by way of factoring is excluded, unless the factor is obligated at the same time to transfer the collected amounts directly to us as long as we still have outstanding claims against the buyer.

6.5 In case of late payment or petition to begin insolvency proceedings over the assets of the buyer, we are entitled to require the immediate handover of the merchandise subject to retention of title. The return of merchandise does not constitute a cancellation of the contract. At the same time, the fixed-term claims are due and payable immediately. Submitted bills of exchange are to be redeemed concurrently for cash payments regardless of their due date.

6.6 The buyer agrees not to encumber the merchandise subject to retention of title with third party rights nor transfer such to a third party as collateral prior to fulfilling all of our claims in full. It also undertakes to inform us immediately if the merchandise has been pledged for a third party or other rights to it have been asserted. The buyer must provide us with the essential information and documents provided in trust for safeguarding our rights. The buyer is responsible for all investment costs.

6.7 If the value of the security provided exceeds the safeguarded claim by more than 20%, we are obligated at the request of the buyer in this regard to release the securities. We reserve the right to select the securities to be released.

6.8 We are entitled to make reductions of up to 20% of the invoiced amount for claimed merchandise without verification, unless the buyer demonstrates that there was no or only a slight reduction in value. The buyer is obligated to compensate us for every type of more extensive decrease in value that the delivered merchandise experiences.

7. Warranty and Liability

7.1 Any possible complaints and notice of defects are to be rendered promptly after receipt of the delivery. These are not valid unless made in writing. The rejected parts are to be sent back to us with freight prepaid after consulting us in advance.

7.2 The standard warranty period is twelve (12) months. It is reduced to six (6) months after delivery if the merchandise is used as part of two-shift operation (used 16 hours daily) and to four (4) months if used as part of three-shift operation (used 24 hours daily).

7.3 In case of deficiencies, we reserve the right to either make improvements or provide a replacement at our discretion. In the event of replacement, we shall bear the costs for the replacement piece including the shipping to the originally agreed-upon destination, but not including removal and installation or other expenses. If the merchandise should be sent to a different location or services are to be performed on site at the request of the buyer, the buyer is then responsible for the additional costs incurred. The replaced objects become our property. The warranty period for the replacement part and improvement work is three (3) months, but no less than the original warranty period for the delivered object.

7.4 If an improvement or replacement delivery is not possible or has failed at least two times or is not effected on our part in spite of a reasonable grace period, the buyer is authorized to either withdraw from the contract or demand a reduction in the purchase price. This in no way affects the buyer's right to assert damages according to Paragraph 8.

7.5 Data, details, illustrations, figures, descriptions and dimensions are not binding and are only provided for visualization purposes. We do not assume responsibility for accuracy. Moreover, the buyer itself is responsible for checking and verifying such.

8. Liability

8.1 Our liability is limited to the net value of the delivered merchandise, to which the deficient object belongs and is limited to the foreseeable damages that are typical for this type of contract.

8.2 We assume no liability for deficiencies or damages, which are caused through no fault of our own but due to improper or inappropriate use, faulty assembly and/or commissioning, excessive stress, natural wear and tear, faulty or negligent treatment, unsuitable operating resources, chemical, electrochemical or electric influences (unless these are required by the contract).

8.3 Claims for damages that have not occurred directly to the delivered object, are inadmissible to the extent permitted by law. We are not liable for damages that cannot be attributed to intent or gross negligence, unless the culpability concerns a cardinal obligation and /or an owner or executive member of our company.

9. Assembly and Service

9.1 If, in addition to delivery, we are assigned responsibility for assembly or other services, e.g. inspection by a qualified expert or maintenance, these shall be performed on the basis of a separate service agreement that is independent of the delivery.

9.2 Our separate written installation provisions apply to such a contract.

10. Jurisdiction

10.1 Place of performance and jurisdiction is Stuttgart, Germany.

10.2 The agreement is governed by the laws of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) has no applicability.

11. Legal Validity

11.1 Should any individual provision or any part of any provision of these Terms and Conditions be or become void or unenforceable, the validity of the remaining provisions hereof shall in no way be affected.
The void and/or unenforceable provision or provisions are replaced by relative provision(s) coming as close as possible to the economic spirit pursued by the original provision(s).