Terms and Conditions

§ 1 Validity of the conditions

• 1. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. At the latest with the receipt of the goods or services, these conditions are considered accepted. Counter-confirmations of the customer referring to his business or purchase conditions are hereby contradicted.
• 2. All agreements made between the customer and us for the purpose of executing this contract shall be recorded in writing.
• 3. Our conditions of sale apply only to entrepreneurs in the sense of § 310 Abs. 1 BGB.

§ 2 Offer and conclusion of contract

• 1. Our offers are non-committal and non-binding. Declarations of acceptance and all orders require our written or telex confirmation to be legally valid.
• 2. Our employees are not authorized to make verbal collateral agreements or verbal assurances that go beyond the content of the written contract.
• 3. The contract is concluded subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with our supplier. The customer is informed about the unavailability of the service.
• 4. Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing.
• 5. We reserve the rights of ownership and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents, which are designated as "confidential". Before being passed on to third parties, the customer requires our express written consent
• 6. For all goods applies: sale without warranty and guarantee
• 7. Warranty and warranty are to be handled directly with the manufacturer.
• 8. AEET is not a manufacturer or OEM manufacturer and is not liable for any warranty claims.

§ 3 Prices and terms of payment

• 1. Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from the date of the offer. Decisive otherwise are the prices stated in our order confirmation plus the respective statutory sales tax. Additional deliveries and services will be charged separately.
• 2. Unless otherwise stated in the order confirmation, our prices are "ex warehouse", excluding packaging; this will be charged separately.
• 3. We reserve the right to change our prices accordingly if, after conclusion of the contract, cost reductions or cost increases occur, in particular due to wage settlements or material price changes. We will prove this to the customer on request.
• 4. Deduction of discount requires special written agreement.
• 5. The legal rules regarding the consequences of late payment apply.
• 6. We are entitled, despite contrary provisions of the customer to credit payments first on its older debts. We will inform the customer about the type of settlement. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.
• 7. We are entitled, despite contrary provisions of the customer to credit payments first on its older debts. We will inform the customer about the type of settlement. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.

§ 4 Delivery and service time

• 1. The delivery takes place within 90 days after receipt of the written order confirmation and the agreed advance payment. The 90-day period begins on the day that the last of the two aforementioned conditions is met.
• 3. Delays in delivery and performance due to force majeure and events that not only make delivery difficult or impossible for us, in particular, include strikes, lockouts, official orders, etc., even if they occur with our suppliers or their subcontractors We are also not responsible for bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part.
• 4. If the hindrance lasts more than three months, the customer is entitled, after a reasonable grace period, to withdraw from the contract in respect of the part not yet fulfilled. If the delivery or service time is extended or if we are released from our obligation, the customer can not derive any claims for damages from this.
• 5. We are entitled to partial deliveries and partial services at any time.
• 6. Compliance with our delivery and service obligations requires the timely and orderly fulfillment of the customer's obligations.
• 7. If the customer is in default of acceptance, we are entitled to demand compensation for the resulting damage; Upon default of acceptance, the risk of accidental deterioration and accidental loss is transferred to the customer.
• 8. The manufacturer's warranties of the respective manufacturers apply, details can be found on the respective manufacturer websites.

AEET is not a manufacturer or OEM manufacturer and is not liable for any warranty claims.

§ 5 Transfer of Risk

The risk is transferred to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of dispatch. If the shipment is delayed at the request of the customer, the risk passes to him with the notification of readiness for shipment.

§ 6 Liability for defects

• 1. Warranty claims of the customer presuppose that he has duly fulfilled his obligations under Section 377 HGB to inspect and notify.
• 2. Insofar as there is a defect in the goods, we shall be entitled to supplementary performance in the form of rectification of the defect or delivery of a new defect-free product. In the case of removal of defects, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the goods were moved to a place other than the place of performance.
• 3. If the supplementary performance fails, the customer must resign and demand a refund of the purchase number, from which the customer can not derive any claims for damages.
• 4. We are liable according to the legal provisions, as far as the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are charged with intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
• 5. We are liable according to the legal provisions, if we culpably violate an essential contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
• 6. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
• 7. Unless otherwise stipulated above, liability is excluded.
• 8. The limitation period for claims for defects is 12 months, calculated from the transfer of risk .
• 9. The period of limitation in case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from the delivery of the defective item.
• 10. As a condition of the goods, basically only those properties are deemed to have been agreed, which emerge from the technical product description. Public statements, suggestions or advertising of the manufacturer do not constitute a contractual quality of the goods.
• 11. If the customer receives a faulty assembly instruction, we are only obliged to deliver faultless assembly instructions, and only if the defect in the assembly instructions precludes proper assembly.
• 12. The manufacturer's warranties of the respective manufacturers apply, details can be found on the respective manufacturer websites.

AEET is not a manufacturer or OEM manufacturer and is not liable for any warranty claims.

§ 7 Joint liability

• 1. Further liability for damages as provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB.
• 2. The limitation according to para. (1) also applies, as far as the customer, instead of a claim for compensation for the damage, demands compensation for useless expenditures instead of the service.
• 3. Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 8 Retention of ownership

• 1. We reserve the ownership of the goods until the receipt of all payments from the business relationship with the customer. In case of breach of contract by the customer, in particular in case of default, we are entitled to take back the goods. The withdrawal of the goods by us is a withdrawal from the contract. After the return of the goods, we are entitled to their recovery, the proceeds of the sale shall be credited against the customer's liabilities, less reasonable utilization costs.
• 2. The customer is required to handle the product with care; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to a new value. If maintenance and inspection work is required, the customer must carry it out on time at its own expense.
• 3. In the event of seizure or other interference by third parties, the customer must notify us immediately in writing, so that we can file an action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
• 4. The customer is entitled to resell the goods in the ordinary course of business; however, it hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against its customers or third parties, irrespective of whether the goods were resold without or after processing is. To collect this claim, the customer remains authorized even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not placed in late payment device and in particular no application for opening of settlement or bankruptcy proceedings or cessation of payments. But if this is the case, we can demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
• 5. The processing or transformation of the goods by the customer is always carried out for us. If the goods are processed with other objects not belonging to us, we acquire the co-ownership of the new object in proportion of the value of the goods (final invoice amount, including VAT) to the other processed objects at the time of processing. The same applies to the goods resulting from processing as for the goods delivered under reserve.
• 6. If the goods are inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in proportion of the value of the goods (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, then it is agreed that the customer assigns proportional co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.
• 7. The customer also assigns to us the claims to secure our claims against him, which accrue by the connection of the goods with a property against a third party.
• 8. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is our responsibility.

§ 9 Design changes

We reserve the right to make design changes at any time; however, we are not obliged to make such changes to products already delivered.

§ 10 confidentiality

Unless otherwise agreed in writing, the information provided to us in connection with orders shall not be considered confidential.

§ 11 Anwendbares Recht, Gerichtsstand, Teilnichtigkeit

• 1. For these terms and conditions and the entire legal relationship between the customer and us, the law of the Federal Republic of Germany. The provisions of the right of purchase do not apply.
• 2. Insofar as the customer is a merchant, a legal entity under public law or a public law special fund, our place of business is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
• 3. Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.

General Terms and Conditions of AEET Energy Group GmbH / AEET Vertriebs GmbH
Status: August 2011