General Terms & Conditions
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General Terms and Conditions of AMTech PupilknowlogyGmbH, Dossenheim (as of 1 August 2007)
ValidityThe sales of AMTech‘s goods and other services shall be subject exclusively to the Terms and Conditions laid down below. Delivery by AMTech shall not constitute the acceptance of any other terms and conditions of the buyer. AMTech expressly objects to the validity of any of the buyer‘s deviating conditions. AMTech‘s Terms and Conditions shall be considered accepted without reservation as soon as AMTech‘s goods or other services have been received and accepted even in case of a prior objection lodged by the buyer. Any changes made to the Terms and Conditions shall not become effective unless AMTech gives its prior written consent for each individual contract.
Offer and AcceptanceAll AMTech‘s offers are without engagement. All orders, also those made by phone or in person shall not be considered accepted prior to AMTech‘s written confirmation. The agreement of special conditions of sale with AMTech‘s representatives shall not be binding for AMTech prior to its written confirmation.
PricesThe applicable prices shall be those valid on the day of delivery. Prices are stated net in Euros and do not include the statutory applicable VAT, unless agreed otherwise. Prices are stated ex AMTech‘s Dossenheim works excluding shipping charges and packing.
Shipping and Passing of RisksDelivery shall be effected at buyer’s account and risk. The goods shall be considered delivered to the buyer as soon as they have been handed over to railway transport, the mail or any other carrier even if they are delivered free of charge. Any claims due to the loss or damage of the goods must be filed immediately with the carrier in charge of the delivery. Transport insurance shall be taken out by the buyer and at the buyer’s expense. Upon request, AMTech will handle insurance at the buyer’s expense. Should delivery be delayed for reasons beyond the seller’s control, the goods shall be stored at buyer’s expense and risk. In this case, the seller’s advice that the goods are ready for dispatch shall be considered shipment of the goods.
DeliveryThe dates of delivery stated in AMTech‘s offers and / or order confirmations always refer to the estimated date of delivery. Should a delivery date not be met which has been expressly confirmed upon the buyer’s prior request, the buyer shall have the right to cancel the contract after written notice of his intention to reject the goods if they are not delivered within a reasonable period of grace stated by him in the notice. Any other claims, especially claims for damages, shall be excluded unless the delays are due to the seller’s intent or gross negligence. The buyer shall not have the right to cancel the contract, if he is responsible for the delay in delivery. Any circumstances or events beyond AMTech‘s control which make delivery impossible or unreasonably complicated shall release AMTech from its obligation to deliver – even if they occur at the subsuppliers‘ premises – for the period during which the hindrance persists and a reasonable preparatory period. If it becomes obvious that the hindrance cannot be remedied within a reasonable period of time, AMTech shall have the right to partly or completely cancel the contract without obligation of subsequent delivery.
Terms of PaymentUnless otherwise agreed, payment shall be due as soon as the products are dispatched. For payment within ten (10) days from date on invoice, AMTech grants a 2% early payment discount. Payment shall be considered effected in time if the invoiced amount is received in AMTech’s account for AMTech’s unconditional use within the period stated. Cheques will be accepted only as conditional payment. Payment by bill of exchange shall be excluded. In case of default – under the reservation of claiming further damages – AMTech will charge interest 3% above the usual overdraft interest rate charged by banks. Should the buyer be in default or should AMTech have reasonable doubts as to the buyer’s solvency, AMTech shall be entitled to call due with immediate effect all receivables against the buyer and / or to demand that the buyer furnish prior to delivery, to partly or completely withhold outstanding deliveries or to cancel existing contracts. AMTech reserves the right to make partial deliveries and establish corresponding partial invoices. The buyer shall have the right to set off only undisputed or legally effective claims or exert his right to withhold payment only in case of receivables which are based on the same contractual relationship.
Reservation of OwnershipThe goods shall remain in AMTech’s ownership until full settlement of all of the buyer’s accounts within the framework of the business relationship. Should the buyer act in violation of the contract, especially in case of default, AMTech shall have the right to reclaim the goods delivered after dunning notice and the buyer shall be obliged to surrender the goods. Should the seller exercise this right, this shall not constitute a cancellation of the contract, irrespective of any other mandatory legal provisions, unless expressly declared so by the seller. Upon the seller’s request, the buyer shall be obliged to return the goods to the seller at the buyer’s own expense and risk, if the buyer is in default of more than 20% of the invoiced amount. The buyer shall be obliged to keep the goods delivered in proper condition during the period of reservation of ownership. The buyer shall be entitled to sell the goods within the due course of business; however, he shall cede any claims arising from the resale in the amount agreed between AMTech and the seller including VAT and effective now, irrespective as to whether the goods are resold with or without being reworked. The buyer shall be entitled to recover these debts after their cession. This shall not affect AMTech’s right to recover the debts itself. However, AMTech undertakes not to recover the debts as long as the buyer duly retires his obligations and is not in default. Should the buyer, however, be in default, AMTech may request the buyer to disclose the accounts receivable assigned and the debtor, to provide all information necessary for debt recovery, deliver the related documents and notify the debtor (third party) of the assignment. Should the goods be combined with other products, the seller shall obtain co-ownership of the new goods in the proportion of the value of his own goods and that of the other goods at the time the goods are combined. If due to the combination another product is to be considered the main product, it is understood that the buyer grants the seller to the extent he owns the new product co-ownership of the new product in the proportion of the value of the product with that of the new product. The buyer must not pledge the goods or transfer them as a security as long as they are partly or entirely under the reservation of ownership. The buyer shall notify the seller immediately of any attachment or any other impairment of the seller’s rights and shall furnish all information and documents required to protect AMTech’s rights. Enforcement officers and / or third parties must be informed about AMTech’s ownership rights.
WarrantyWithin the framework of AMTech’s technical specifications, AMTech GmbH warrants that its products are conforming to specifications and fit for the agreed use. AMTech guarantees replacement or repair of any defective parts which the buyer can prove to be AMTech’s fault. The buyer shall have the right to claim replacement of the goods or a reduction in price only upon AMTech’s failing twice to repair or replace the goods or in case of unreasonable delay of repair or replacement. Any liability for direct or indirect damage shall be excluded in the extent permitted by law. AMTech’s warranty shall become void if the buyer does not use original spare parts made by AMTech Pupilknowlogy GmbH or repairs the defective parts himself. The buyer undertakes to examine the goods immediately upon delivery making sure that the delivery is complete and the goods have not been damaged in transit. In case of damage or defects, the buyer shall immediately notify AMTech of such defects in writing and furnish evidence. The buyer shall notify AMTech of any defects of the products themselves in writing immediately upon detection. The seller can only cite warranty by furnishing evidence that defects occurred despite proper assembly and use. The warranty period is twelve (12) months beginning on the date of set-up on the final customer’s premises and shall not exceed eighteen (18) months after dispatch from AMTech’s premises. The same terms and conditions of warranty pertaining to the original goods delivered apply for all spare parts delivered or parts repaired under the warranty. The warranty period for replacement parts delivered or parts repaired under the warranty shall expire after the same period as that applying to the originally delivered parts.
Limitation of LiabilityAny claims for damages due to impossibility of performance, positive breach of an obligation, negligence in contracting and unlawful acts against AMTech and its servants and assistants shall be excluded, unless they are due to intent or gross negligence or culpable violation of essential contractual obligations (cardinal obligations). Other claims of damages against AMTech shall be limited to the amount invoiced for the delivery from which the claim is derived.
SoftwareShould the products delivered by AMTech include software, the buyer is granted a licence to use the software with each individual product delivered to him. This licence shall be valid during the life of the product. Any reverse engineering of the software as well as its modification or removal from the product shall not be permissible.
Safety InstructionsThe buyer undertakes to use the products delivered only within the framework of their intended use pursuant to the instructions of the operation manual and to thoroughly instruct his customers or supporting staff in the use and operation of the unmodified and complete product delivered. The buyer further undertakes to inform AMTech upon AMTech’s request about his experience in the operation of the product delivered.
Place of Jurisdiction and Applicable LawThe place of performance for delivery and payment as well as the place of jurisdiction shall be 69221, Dossenheim, Germany. The contractual relationship shall be exclusively governed by German law.