General Terms and Conditions of Business

§ 1: Object of the General Terms and Conditions of Business

1. The object of the General Terms and Conditions of Business is the definition of contractual conditions for all contracts entered into between ACENDIS Handels GmbH (in the following referred to as ACENDIS) and the customer (in the following also referred to as purchaser).
2. Conflicting Terms and Conditions of the customer are hereby expressly rejected.

§ 2: Quotation; Prices

1. Quotations submitted by ACENDIS to the customer are not binding.
2. Our quotations are to be interpreted as a request to the purchaser to make an offer to purchase.
3. Selling prices will only become binding if they are confirmed in writing.
4. All prices are less VAT.

§ 3: Place of Contractual Fulfillment, Delivery

1. Place of contractual fulfillment for both contracting parties is Hannover, Germany.
2. ACENDIS reserves the right to supply partial consignments, as well as over or under-consignments, especially with regard to rational fulfilment of the contract, as long as this does not unreasonably inconvenience the purchaser. Proof of unreasonable inconvenience is incumbent on the purchaser. As far as no other arrangement has been agreed upon, invoices will be appropriately amended. Each partial consignment is to be interpreted as the fulfilment of a specific order in accordance with the intent of these terms and conditions.
3. Unless expressly defined as binding, delivery dates will remain approximate, they will, however be adhered to as far as possible.
4. Delivery will be carried out in accordance with the trading terms as determined in each individual contract, the interpretation of which will be based on the version of INCOTERMS extant on the date the contract is concluded.

§ 4: Purchaser´s Adherence to Laws and Statutory Regulations

Unless otherwise agreed to in specific cases, the purchaser is responsible for adherence to laws and statutory regulations concerning import, freight forwarding, storage and utilization of goods.

§ 5: Unforseeable Events; Act of God

Unforseeable, exceptional events, including but not limited to Acts of God, war, sovereign measures, labour disputes, traffic problems or operational difficulties release us from our obligation to deliver, without being liable to reimburse the customer for damages suffered or any other form of compensation, particularly as regards default or other loss of service, and as long as we have not yet completed the contract, entitles us to withdraw from same.

§ 6: Warranty; Liability

1. The warranty is to be in accordance with statutory regulations on the basis of the following provisions:
2. If the purchaser is a business person in the context of the Commercial Code (HGB), he or she bears the responsibility for carrying out an immediate inspection of the goods received for obvious defects. Should any obvious defects be determined, ACENDIS is to advised of these immediately. Failure to do this will mean that ACENDIS cannot be made liable for warranty claims arising out of this (or these) defects(s).
3. ACENDIS is not liable for defects, the incidence of which have been caused by the purchaser. The same applies to signs of normal wear and tear.
4. An assurance of the characteristics of goods or services is not given. A description of goods or services does not represent an assurance of characteristics.
5. ACENDIS is liable in cases of intentional or gross negligence on the part of its employees and official representatives, without limitation. This is also applicable to characteristics which have been assured.

§ 7: Payments, Discount, Special Rights of Cancellation, Offsetting and Retention
1. Unless otherwise agreed in individual contracts, payments are due on receipt of invoice. The net payment period is 30 days from the invoice date.
2. In case of a default in payment, we are entitled to supply further consignments only against forward payment and all unpaid invoices become due immediately.
3. Interest on payments in default will be raised at the statutory interest rate for payments in default. The right to make additional claims is reserved.
4. If there is a discount agreement, only the value of the goods wihout freight forwarding costs is discountable. Entitlement to discount is only given, if the purchaser´s account does not show arrears with respect to other amounts invoiced.
5. If the purchaser ceases to make payment, insolvency proceedings will be instituted against the assets of the purchaser. If the application to institute such insolvency proceedings is rejected due to lack of assets, we are entitled to cancel the contract. The purchaser is not entitled to make claims for damages arising out of such cancellation.
6. Non-acceptance of the quantity contracted for on the delivery date, or failure to fulfill payment obligations will lead to the purchaser losing entitlement to further deliveries, without there being any necessity to observe a statutory regulation which may involve ascertaining an extension period, notwithstanding our right to also demand acceptance subsequent to the delivery date. Possible further claims from ourselves, especially with regard to damage claims, remain unaffected.
7. Cost offsetting is not permissible unless this occurs as a result of inarguable or legally determined claims. The same applies analogously to the validation of rights of retention resulting from another contractual relationship.

§ 8: Return of Goods

The return of goods of any kind, including those damaged in transit, must be agreed with ourselves in advance.

§ 9: Ownership

The goods supplied remain the property of ACENDIS until paid for in full.

§ 10: Data Protection

Within the framework of the Federal Law on Data Protection, as promulgated, we are entitled to store data concerning the customer.

§ 11: Applicable Legislation

The laws of the Federal Republic of Germany apply, with the exclusion of UN purchasing law and international private law.

§ 12: Domicilum, Salvatory Clauses

1. Inasmuch as the contracting partner is a business person within the context of the Commercial Code (HGB), a legal individual according to public law, or public-law special fund, the agreed Domicilum Citandi et Executandi is Hannover, Germany.
2. Should one or several of the terms and conditions described in this document prove to be invalid, this will not affect the validity of the remaining terms and conditions.

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