These general terms and conditions apply to all contracts, deliveries and other services, including consulting services. The buyer‘s conditions of purchase are hereby expressly rejected. The execution of an order shall be subject exclusively to these Terms of Sale in conjunction with the information in the offer under order confirmation. The conditions of the client / buyer are only binding for AutoGyro GmbH with the written consent of AutoGyro GmbH. The absence of a contradiction from AutoGyro GmbH shall not be deemed consent.
The delivery period begins with the date of the clarification of all technical and other details of the order, the submission of any necessary documents and any agreed deposit. It shall be extended by the period in which the buyer is in arrears with its contractual obligations. An execution or delivery period shall be extended appropriately - even within a delay - in cases of force majeure and unforeseen obstacles occurring after conclusion of the contract that we are not responsible for (including in particular malfunction, strikes, lockouts or transport disturbances), provided that such obstacles can be shown to have a considerable influence of the intended execution or delivery. This is true even if these circumstances occur at our suppliers or subcontractors. We shall inform the buyer of the beginning and end of such hindrances as soon as possible. The buyer can ask us to clarify whether we will be withdrawing from the contract or delivering within a reasonable time. Claims for damages are excluded in these cases. Shades of colour and gaps may differ to the extent customary for the industry.
The buyer is obliged to take over the goods at the agreed place within 8 days of receipt of the notification of availability. If the buyer is in default of acceptance, AutoGyro GmbH is entitled, after expiry of a grace period, to both withdraw from the contract and claim compensation from the buyer. A grace period is not required if the buyer has refused acceptance seriously and finally. AutoGyro GmbH is entitled to demand compensation for the damage caused by the failure to take acceptance of the goods. The damages may be specifically calculated or claimed on a flat-rate basis. The flat-rate compensation for damages due to non-acceptance is 20% of the purchase price plus any costs for additional services, such as transport, etc., unless the customer proves to AutoGyro GmbH that damage has not occurred or was substantially less than the stated fee. In the event of delay in acceptance by the buyer, an administration charge of € 5.00 plus VAT shall be calculated per day. The buyer is liable in these cases according to the legal provisions of the delay in acceptance.
IV. Packaging / Shipping
All deliveries are generally made in an unpacked state. Packing materials provided by AutoGyro GmbH will be billed according to the type and scope. Any packing materials provided by AutoGyro GmbH whose return is not demanded by AutoGyro GmbH, must be disposed of by the buyer at its own responsibility and at its own expense. If the goods are shipped, the buyer shall bear the cost of packaging and shipping.
V. Transfer of risk
Our Delivery is ex works or warehouse. By handing over the goods to the carrier - regardless of whether he was commissioned by the buyer or by us - the risk is transferred to the buyer. This also applies to partial deliveries. If the shipment is delayed at the request or fault of the buyer, the goods shall be stored at the expense and risk of the buyer. In such cases, notification that the goods are ready for shipment shall be considered equivalent to shipment. If the buyer agrees to collect the goods in person, any delay in the pick-up at the request of or due to negligence of the buyer shall cause the risk to be transferred to the buyer upon notification that the goods are ready for pick-up.
The agreed purchase price is due for payment as specified in the order confirmation, but no later than the full amount on delivery. Unless expressly agreed otherwise, 50% of the purchase price will be due upon ordering. The remainder of the purchase price, without any deduction, is due no later than upon delivery of the purchased item, at the earliest upon order confirmation. Unless specified otherwise in writing in the order confirmation, the prices are net plus VAT The pricing excludes packaging and is free from the agreed place of delivery. Payments are to be paid in cash or in advance without any deduction. The payment date shall be the date on which AutoGyro GmbH can access the payment. We reserve the right to accept bills of exchange and cheques. In such cases they are accepted for payment only and shall not be considered payment until cashed. The buyer shall be liable for any discount charges.
VII. Retention, set-off
Offsetting is only permitted with undisputed or legally established counterclaims. In addition, payment may be retained only to a reasonable extent due to defects or any other complaint. If the buyer is in default of payment or if it does not redeem a bill of exchange upon maturity, we are entitled to recover the goods. The buyer expressly agrees to this. We may also prohibit the sale or removal of goods supplied. The recovery does not constitute withdrawal from the contract, unless the Consumer Credit Act applies.
VIII. Retention of title
AutoGyro GmbH reserves the ownership of the purchased goods until all our claims arising from the business relationship, including future claims arising from simultaneous or subsequent contracts, are settled. This shall also apply if individual or all claims were acquired by us in a current account and the balance is determined and recognized. If a reciprocal liability is established by us in connection with the payment of the purchase price by the buyer, the retention of title shall not expire before the bill of exchange is redeemed by the buyer as drawee. Third party rights to reserved goods may not be justified (disposal, connection, mixing, processing, use as collateral, etc.). The buyer must notify AutoGyro GmbH about any third party access to the reserved goods immediately. The buyer is not entitled to dispose of the reserved goods. The retention of title extends to all claims of AutoGyro GmbH against the purchaser in connection with the goods themselves. These include, for example, repairs and spare part deliveries. During the period of retention of title, the buyer has the duty to maintain the goods in good condition and have all necessary repairs and maintenance work carried out at AutoGyro GmbH or a company authorised by AutoGyro GmbH operating at its own expense without delay. The buyer is obliged to insure the goods delivered subject to retention of title at its expense against theft, fire, etc..
IX. Notification of defects, warranty and liability
If the purchaser is not a consumer within the meaning of Section 13 of the German Civil Code (BGB), it must provide notification of obvious defects in an exclusion period of two weeks from delivery / installation. If the buyer is a merchant, Section 377 et seqq. of the German Commercial Code shall apply. In the event of a defect, the seller has, in terms of subsequent performance, the choice between repair and subsequent delivery of the goods in a defect-free condition, unless prohibited by the regulations on the sale of consumer goods. If subsequent performance fails, the buyer may reduce the purchase price or withdraw from the contract. Colour nuances and slight differences between products of the same colour are not considered defects. A claim for damages (Sections 437, No. 3, and 475, Para. 3 of the German Civil Code) is excluded. This exclusion shall not apply in cases of intentional causation and injury to life, body or health caused by a negligent breach of duty. The exclusion shall not apply to damages caused by a violation of essential contractual obligations that is at least gross negligence. Warranties shall expire within one year from delivery of the purchased item, unless the buyer is a consumer within the meaning of Section 13 of the German Civil Code. In such cases, the limitation period shall be two years.
X. Quality specifications
Illustrations and drawings, dimensions, weights and colour information in catalogues, price lists and other printed materials or publications accessible to third parties (such as web pages, etc.) are non-binding. A quality or durability guarantee is not provided without a guarantee, unless it is expressly stated by us in writing in the individual case.
Ancillary agreements to this contract have not been made. Any amendments and additions to this agreement must be made in writing in order to be binding. This also applies to waiving this requirement for the written form. In the event of invalidity of one or more provisions of this contract, the validity of the remaining provisions shall remain unaffected. The Parties will agree on a legally effective substitute provision which is as close as possible to the economic purpose of the original provision. The buyer is hereby informed that the personal information gained as part of the business relationship will be processed and stored in accordance with the provisions of the German Data Protection Act. The place of performance for delivery and payment is the headquarters of AutoGyro GmbH. The court of jurisdiction for all disputes, including those related to disputes over cheques and bills of exchange, shall be Hildesheim, provided the buyer is a merchant, legal entity under public law or a public law body. However, we are entitled to take legal action against the buyer at their own court of jurisdiction. The contractual relationship is governed exclusively by the laws applicable in the Federal Republic of Germany under exclusion of the UN Sales Convention.