These delivery conditions apply to all contracts, deliveries and other services, including advisory services. The buyer's
divergent, supplementary or deviating terms of purchase are immaterial, unless we expressly authorize their applicability in
writing. This requirement for authorization also applies even if a delivery is made to the order-ing party without reservation
while aware of such contrary or divergent terms and conditions.
2. OFFERS AND CONTRACTS
2.1. No offers are binding; contracts only come into force with the written acceptance of the contract or an invoice from ATECH.
2.2. If an employee or an agent makes a verbal arrangement or assurances that go beyond the written purchase agreement,
such arrangements always require the written confirmation of ATECH.
2.3. The documents belonging to the offer, such as illustrations, drawings, details of weights and dimensions, shall only be
regarded as an approximate guideline unless agreed otherwise.
2.4. ATECH reserves the rights to models, sketches, templates, cost estimates, tools, drawings, and similar, information of
tangible and intangible nature (even in electronic form) and all copyrights and intellectual property rights. Such may only
be made available to a third party after prior written authorization and must be returned immediately upon request free of
charge with any and all copies made.
3. DELIVERY CONDITIONS, DEFAULT, INABILITY TO DELIVER
3.1. The passing of defined delivery periods and dates does not release a buyer, who intends to withdraw from the contract or
demands damages due to non-performance from its obligation to set a suitable grace period for performance of service,
nor from stating that it may reject the performance after this period elapses.
3.2. Partial deliveries are only permissible to a reasonable extent.
3.3. The delivery period is extended, even in case of default, by an appropriate extent upon occurrence of force majeure and any
and all unforeseen incidents and hindrances arising after the formation of the contract that are beyond the control of ATECH
(especially stoppages, strikes, lockout or events adversely affecting traffic routes), provided that such incidents and/or
hindrances demonstrably have a significant impact on the delivery of the object purchased. This also applies if such
circumstances affect the suppliers of ATECH and their subcontractors. ATECH must promptly inform the buyer about the start
and end of such hindrances.
3.4. Delivery periods are extended by the period in which the buyer itself is in default with fulfilling its obligations as part of the
ongoing relationship, including from other contracts.
3.5. ATECH cannot be held liable for any delay or failure (inability) to make delivery as long as it or its assistants or upstream
suppliers are not at fault. Otherwise ATECH is liable in accordance with the statutory provisions. If it is liable to pay damages
in this regard, the damage claim to which the buyer is entitled is limited in case of minor negligence on the part of
ATECH - provided the contract is connected with a commercial activity on part of the buyer - to damages that were
foreseeable at the time of formation of contract, but no more than 10% of the value of the respective part of the entire
delivery that cannot be used in good time or as specified in the contract as a result of the delay and/or non-performance.
ATECH shall not be liable for any deliveries that are delayed or any failure (inability) to make delivery due to the fault of
an upstream supplier.
3.6. The buyer's right to withdraw from the contract after the grace period set for ATECH expires in vain remains unaffected.
3.7. Subsequent changes to the order requested by the buyer will interrupt the delivery period until an understanding about the
re-quested change is reached. A new suitable delivery period will then commence.
4. TRANSPORT AND PASSAGE OF RISK
4.1. Unless agreed otherwise in writing, the selection of the transport route and means of transport shall be at ATECH's
discretion. The product shall be insured at the request and expense of the buyer.
4.2. If the transport is delayed at the request or due to the fault of the buyer, the product shall be placed in storage at the expense
and risk of the buyer. In such cases, the notice of readiness for transport is deemed equivalent to transport.
4.3. Otherwise the risk passes to the buyer with the transfer of the product to a forwarding agent or hauler, no later than when
it leaves storage, even if the product is to be delivered by truck on the part of ATECH.
4.4. If the buyer is in default with acceptance or violates its other obligations to cooperate, then ATECH is entitled to demand
compensation of the damages including any additional expenditure. After a suitable grace period has expired without
success, ATECH is authorized to dispose of the product otherwise and to effect delivery to the buyer at a reasonable
5.1. Packaging shall be charged separately. If the type and/or value of packaging justify a return, and if the packaging is sent
back free of charge from ATECH's warehouse with all packing materials within one month using the old reference number,
a credit shall be issued only under the previously agreed upon conditions. Lightweight packages, boxes, etc. shall not
5.2 In case the means of transport are not returned in good time, the buyer is liable to ATECH for damages incurred.
6. PRICES AND PAYMENT
6.1. The prices indicated do not include the applicable statutory sales tax.
6.2. Payment must be rendered within 14 days after the invoice date, unless agreed upon otherwise, such that the agreed
upon amount for settling the invoice is available to ATECH on the due date.
6.3. Payments for repairs are due and payable immediately without deduction.
6.4. ATECH only accepts discountable and properly taxable bills of exchange on account of payment with an appropriate
agreement. Credit notes for bills of exchange and checks are issued subject to receipt, less the expenditure at the value
on the day on which ATECH is able to dispose of the equivalent amount.
6.5. ATECH's claims are due and payable immediately independent of the term of any accepted and credited bill of exchange
if the payment conditions are not observed or circumstances are known that point to a significant deterioration in the buyer's
assets. In the latter case ATECH is entitled to ensure that other deliveries are contingent upon an advance payment or the
provision of suitable collateral.
6.6. If the buyer defaults on payment or fails to redeem a bill of exchange when due, ATECH is entitled to take back the
product, or if necessary to access the buyer's premises and collect the product. ATECH is moreover entitled to prohibit the
resale or removal of the supplied product. The collection of the product does not constitute a cancellation of the contract.
6.7. Any agreed upon discounts shall not be granted if the buyer defaults on paying for earlier deliveries.
6.8. Any of the buyer's counterclaims disputed by ATECH may not be offset. A right of retention due to counterclaims that are
recognized or are not legally binding may not be asserted if these claims are not based on the same contractual
relationship. If a complaint is filed, the buyer's payments may be retained to an extent which is in an appropriate ratio
to the faults that arise. However, if the contract is part of the buyer's business activities, the buyer can only retain payments
if a legitimate complaint has been asserted.
6.9. Payments may only be made to employees of ATECH if they possess a valid authority to collect.
7. RESERVATION OF TITLE CLAUSE
7.1. ATECH reserves the ownership of the product until the purchase price is paid in full. In case of products that the buyer acquires
as part of its business activities, ATECH reserves the ownership thereof until all of its claims arising vis-a-vis the buyer in
connection with the business relation, including claims arising in the future, have been settled, even from contracts that are
entered into at the same time or later on. This also applies even if individual or all claims from ATECH have been included
in a current account and the balance has been drawn and recognized. If ATECH's liability under a bill is justified in
connection with the payment of the purchase price by the buyer, the right to retain title does not lapse prior to honoring
of the bill of exchange by the buyer as drawee.
7.2. If the product subject to retention of title is linked by the buyer with other goods, ATECH is entitled to co-ownership of the
new object in relation to the invoice value of the product subject to retention of title and the invoice value of the other object
and the processing value. If ATECH's ownership expires due to combination, commingling or processing, the buyer assigns
to ATECH at the time of formation of the contract the property rights to which it is entitled in the new object in relation to
the invoice value of the product subject to retention of title and shall keep the object for ATECH free of charge.
The subsequently arising co-ownership rights are considered an object subject to retention of title within the meaning
of Para. 7.1.
7.3. The buyer must inform ATECH immediately about any possible third-party access to the object subject to retention of title
and the assigned claims. It may sell the object subject to retention of title only in the ordinary course of business under its
normal business condi-tions and so long as it has not defaulted, on the understanding that the claims arising from the resale
according to the subsequent Para. 7.4. to 7.7. are transferred to ATECH. The buyer is not entitled to other forms of
disposal of the object subject to retention of title.
7.4. The buyer's claims from the resale of the object subject to retention of title are herewith assigned to ATECH. They shall serve
as collateral to the same extent as the object subject to retention of title. If the object subject to retention of title is sold
by the buyer together with other goods not supplied by ATECH, the claim arising from the resale shall be assigned in
relation of the invoice value of the other goods sold. In case of sale of goods, to which ATECH has co-ownership shares
according to Para. 7.2, ATECH will be assigned a part corresponding to its co-ownership share.
7.5. The buyer is entitled to collect claims arising from the resale, unless ATECH revokes the authorization to collect in the cases
cited in Para. 6.6. At the request of ATECH the buyer is obligated to inform its consumer immediately about the assignment
to ATECH - provided that it does not do so on its own - and to provide ATECH with the information and documents necessary
for collection. The buyer is in no case entitled to further assign a claim. The buyer is only permitted to an assignment by
way of a real factoring provided that ATECH is notified in this regard, with information about the factoring bank and the
buyer's accounts maintained there, and that the factoring proceeds exceed the value of ATECH's secured claim.
ATECH's claim is due immediately with the crediting of the factoring proceeds.
7.6. ATECH agrees to release the collateral to which it is entitled, to the extent that its value exceeds the claims to be secured
by more than 25% unless these have already been settled.
8. NOTICE OF DEFECTS AND WARRANTY
8.1. Any rights a customer has due to defects presupposes that this customer checks the product at the time of delivery and has
reported the defects appropriately according to Section 377 of HGB (German Commercial Code). Complaints are to be made
in writing with detailed information relating to the defect. Complaints concerning an incomplete delivery and other
noticeable defects are to be made in writing to ATECH immediately, no later than one week following the delivery, while
hidden defects shall be reported promptly, no later however than one week after their discovery. Claims due to defects
not reported in good time are not accepted.
8.2. In case of legitimate complaints, ATECH is entitled at its discretion to repair the faulty product or provide a replacement.
Usually two attempts to remedy the deficiencies are deemed reasonable for the buyer.
8.3. The buyer shall grant ATECH at reasonable discretion the necessary time and opportunity to remedy the deficiencies, which
particularly includes ensuring access to the defective object or sample thereof, otherwise the warranty is invalid.
8.4. If ATECH allows a suitable grace period to elapse without remedying the deficiency or delivering a replacement or if a repair
or replacement delivery is not possible or is not successful or is refused by ATECH, the buyer is entitled at its discretion to
terminate the contract (cancellation) or demand a reduction of the purchase price (decrease). Termination of contract is not
permitted for insignificant deficiencies.
8.5. No liability shall be assumed for any unauthorized changes and/or repairs made by the buyer or a third party. No liability
is assumed especially for the following instances: natural wear and tear, inappropriate or improper use, faulty installation
and/or operation by the buyer or a third party, faulty or negligent treatment, improper maintenance, use of inappropriate
operating resources, chemical, electrical or electro-chemical influences, as long as ATECH is not responsible for such.
8.6. The warranty period for new parts is twelve (12) months or as set forth in the contract. The warranty obligation for
subsequent improvement is six (6) months. The warranty period extends, however, at least until the original warranty
obligation for the object of delivery expires. If any existing warranty label is removed and/or destroyed, all warranty claims
shall be void.
8.7. Payments may only be retained for undisputed deficiencies; the scope of such payments may not exceed two times the value
of the (defective) parts.
9. GENERAL LIMITATION OF LIABILITY
9.1. ATECH's liability is based exclusively on the arrangements set forth in the above section. The buyer's claims for damages
due to fault during formation of the contract, infringement of secondary contractual obligations and unlawful acts are not
valid unless they are based on intent or gross negligence by ATECH or one of its assistants. Such claims become
statute-barred within six (6) months after receipt of the product by the buyer.
9.2. Claims arising in connection with the product liability act are in no way affected by the above provision.
10.1 If a binding cost estimate is requested prior to performance of repairs, this must be indicated expressly. The costs for the
estimate shall be reimbursed as long as the business relation between ATECH and the buyer that is subject to these
general terms and conditions is current, if a purchase order is not issued for the repair.
10.2 ATECH is entitled at its discretion to decide whether a repair is carried out in its own shop or at a third-party shop.
10.3 ATECH's warranty is subject accordingly to the provisions of Para. 8 and 9. The buyer is responsible for the shipping
and transport costs.
10.4 Repair bills are due and payable without delay.
11. STATUTORY LIMITATION
All claims on part of the buyer become statute-barred in twelve (12) months regardless of the legal grounds. This does not
apply to damages arising from violation of a warranty or life-endangering injuries, bodily harm or risks to one's health,
from intent or gross negligence and product defects.
12. APPLICABLE LAW AND JURISDICTION
12.1. The legal relations in connection with this contract shall be governed exclusively by the laws of the Federal Republic
of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2. The place of fulfillment and sole competent court for deliveries and payments and any and all disputes occurring between
the parties is the head office of ATECH in Mehring/Oberbayern, Germany, provided that the buyer is a merchant, a legal
entity under public law or a public special asset. ATECH is also entitled to sue the customer at its domicile, however.
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