General Terms and Conditions of Business of ABSee Laser for Companies, Legal Entities under Public Law or of Special Assets as defined in Sec. 310 Para. 1 BGB [German Civil Code]

§ 1 Scope of Application

(1) Our offers, deliveries and services are solely subject to these General Terms and Conditions of Business.
(2) We do not accept any contradictory conditions of the Customer or conditions deviating from our General Terms and Conditions of Business, unless we consent to application thereof in writing.

§ 2 Contract Conclusion

(1) The contract is entered into by offer and acceptance thereof. We can accept offers of the Customer as defined in Sec. 145 BGB within 2 weeks.
(2) The Customer’s offers are deemed to have been accepted in a valid manner only if the declaration of acceptance is made in writing or if we commence performing the contractual services.
(3) To the extent we offer services or present products on the internet, these are not legally binding offers for the conclusion of a contract but requests to the Customer to provide a corresponding offer (invitatio ad offerendum).

§ 3 Prices and Payment

(1) Our prices are in EUR ex works or warehouse, excluding the costs for packaging, transport and assembly and plus the statutory VAT. Any costs for packaging, transport and assembly will be charged separately.
(2) Any further ancillary costs connected to the services, for example for freight, insurance, export, transit, import and other approvals shall be borne by the Customer. Equally, the Customer shall bear any kinds of taxes, levies, duties and customs in connection with the service.
(3) Our prices are due for payment immediately upon invoicing.
(4) For deliveries which, subject to the contents of the contract, take place more than 4 months after contract conclusion, we reserve the right to make reasonable price adjustments in connection with changed wage, material or sales costs.
(5) The assignment or pledging of claims or rights against us to which the Customer is entitled shall be excluded.
(6) The Customer may only perform offsetting against or assign counterclaims which have been determined in a legally valid manner or which are undisputed.
(7) Bills of exchange and cheques are only accepted for payment purposes.
(8) If the Customer is an entrepreneur and if, after contract conclusion, we become aware of objective circumstances according to which our claims against the Customer seem endangered due to poor liquidity of the Customer, we shall be entitled to perform any outstanding deliveries against advance payment or provision of a collateral only and to rescind from the contract after fruitless expiry of a reasonable time period set for such purpose.

§ 4 Delivery and Performance Period

(1) Delivery dates and delivery periods shall be agreed in written form.
(2) Commencement of the performance and delivery periods shall be subject to timely and proper fulfilment of the Customer’s obligations of which the performance of the service or delivery owed under the contract depends.
(3) If the goods are dispatched at the Customer’s request, upon dispatchment to the Customer, however, no later than upon leaving the plant or warehouse, the risk of accidental loss or accidental deterioration of the goods shall pass on to the Customer.
(4) If a binding assembly date on site is agreed upon with the Customer and if the Customer does not adhere to such date and if the Customer did not cancel or postpone the date no later than 24 hours in advance, we are entitled to invoice to the Customer 25% of the agreed or usual assembly compensation, subject to a right to claim further damages, unless the Customer can demonstrate that no or a lower damage was incurred by us.

§ 5 Retention of Title

(1) We retain the title to the delivered objects until full payment of all claims under the contract underlying the delivery (reserved goods). This shall also apply to all future deliveries, even if we do not expressly refer hereto.
(2) We shall be entitled to withdraw reserved goods if the Customer’s behaviour is not in compliance with the contract.
(3) The Customer shall be obliged to treat reserved goods with due care. The Customer shall inform us in writing without any delay if reserved goods are pledged or subjected to any other interventions by third parties.
(4) The Customer shall be entitled to further sell reserved goods in the usual course of business. Already now, the Customer assigns the claims from the further sale of the reserved goods to us in the amount of the final invoice sum agreed with us (including VAT). We accept such assignment. Such assignment shall apply regardless of whether the reserved goods are further sold with or without processing. The Customer shall remain entitled to collect the receivable even after assignment. Our right to collect the receivable ourselves shall remain unaffected by that. We shall not collect the receivable as long as the Customer meets their payment obligations, is not in default with payments and in particular as long as no application for the initiation of an insolvency process is filed and no cessation of payment occurs.
(5) Adaptation and processing or remodelling of the reserved goods by the Customer shall always be in our name and on our behalf. In such case, the Customer’s expectant rights in the reserved goods shall continue in force with regard to the remodelled objects. To the extent the reserved goods are processed with other objects not owned by us, we shall obtain co-ownership in the new object in proportion of the objective value of our delivery/service to the other objects processed at the point in time of processing.
(6) We undertake to release the collaterals to which we are entitled upon the Customer’s request if their value exceeds the receivables to be collateralised by more than 20%.

§ 6 Obligations of the Customer / Liability for Defects

(1) The Customer shall check the goods for their proper condition immediately after receipt thereof and report obvious defects in writing within two weeks after receipt of the goods. Application of Sec. 377 HGB [German Commercial Code] shall remain unaffected.
(2) If the Customer engaged us for the performance of an assembly or repair, they shall ensure that we receive any information required for performance in a timely manner.
(3) We shall not assume any liability for defects regarding any damage resulting from inappropriate or improper use or assembly, non-compliance with application instructions or erroneous or negligent treatment.
(4) Insignificant or slight deviations regarding colour, dimensions and/or regarding our quality and performance specifications shall not represent any defects.
(5) To the extent the lifetime of goods or parts thereof is shorter than the limitation period for defects to which we are subject, such shorter lifetime shall not represent a defect if it is contractually agreed upon or customary for objects of the same nature.
(6) Any claims under our liability for defects directed against us shall lapse within one year. In case of the sale of used goods, our liability for defects under commercial law shall be excluded.
(7) In the case of a construction and work the success of which is based upon the provision of planning and supervision services therefor, the statutory limitation periods shall remain unaffected. The same shall apply to objects which were used for a construction in accordance with their usual manner of use and caused defectiveness thereof. Furthermore, the statutory limitation periods shall apply to claims for damages from injuries to life, limb or health based upon a negligent violation of duties committed by us, our legal representatives or vicarious agents and to claims for damages for any other damage based upon a grossly negligent violation of duties committed by us, our legal representatives or vicarious agents.
(8) At our option, supplementary performance shall be made by remedy of defects or new delivery.
(9) The restrictions of this paragraph shall apply to the cases of entrepreneurial recourse directed against us pursuant to Sec. 478 BGB only for the claims for damages based upon contractual liability.

§ 7 Liability

(1) The Customer’s claims for damages shall be excluded, unless they are claims for damages based upon injuries to the life, limb, health or claims for damages arising from the violation of essential contractual obligations or claims for damages based upon an intentional or grossly negligent violation of duties. Essential contractual obligations shall be such obligations the performance of which is required to achieve the contractual purpose.
(2) In case of a violation of essential contractual obligations by ordinary negligence, we shall only be held liable for any foreseeable damage typical to the contract. This shall not apply to claims for damages based upon injuries to life, limb or health.
(3) Apart from that, our liability for ordinary negligence shall be limited to the order value. The above exclusions of liability and limitations of liability shall also apply in favour of our vicarious agents.
(4) Applicability of the provisions of the Produkthaftungsgesetz [Product Liability Act] shall remain unaffected.

§ 8 Miscellaneous

(1) The contractual relationships between us and the Customer shall be subject to the laws of the Federal Republic of Germany. Applicability of the UN sales law shall be excluded.
(2) Kempten im Allgäu shall be the place of performance and place of jurisdiction. However, we shall also be entitled to file legal action against the Customer before any other court competent under applicable law.