Terms and Conditions

• 1 General – Scope

All orders are accepted and fulfilled by us solely in accordance with our General Terms and Conditions set out below. This also applies to orders placed by telephone. Any terms and conditions of purchase put forward by the buyer are hereby rejected; they shall have no validity in the contractual relationship. Upon receipt of the goods, the buyer hereby reaffirms their acceptance of the terms and conditions of sale and delivery of A-JOINT GmbH, insofar as these terms have not already been agreed upon previously. 

• 2 Quotations/Orders – Quotation Documents

2.1 Our quotations are subject to change without notice, unless otherwise stated in the order confirmation. Declarations of acceptance and all orders require written confirmation by A-JOINT GmbH to be legally valid; such confirmation may also be provided in conjunction with invoicing or delivery. 

2.2 Orders accepted on our behalf by agents become binding on us upon our declaration of acceptance or execution, without prejudice to the purchaser’s obligations. Assurances, acknowledgements, collateral agreements and the like made by agents or employees are only valid if the person concerned produces a specific power of attorney for this purpose or if the relevant statement is confirmed by us in writing. 

2.3 The buyer is bound by their order for two weeks.

2.4 We reserve ownership rights and copyright in illustrations, drawings, cost estimates and other documents. This also applies to written documents designated as ‘confidential’. The customer must obtain our written consent before disclosing such documents to third parties.

• 3 Prices – Terms of Payment

3.1 Unless otherwise stated in the order confirmation, our prices are “ex works”. Statutory value added tax is not included in our prices; we shall show this separately at the statutory rate applicable on the date of invoicing.

3.2 Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 10 days of the invoice date. The statutory provisions regarding the consequences of late payment shall apply. Any cash discount must be agreed in writing.

3.3 The customer shall only be entitled to set-off rights if their counter-claims have been legally established, are undisputed or have been acknowledged by us. Furthermore, they shall only be authorised to exercise a right of retention insofar as their counter-claim is based on the same contractual relationship.

• 4 Delivery Time

4.1 The start of the delivery period specified by us is subject to the prior clarification of all technical issues. Confirmed delivery dates are approximate dispatch dates for the goods, which will be adhered to where possible.

4.2 If we are unable to meet agreed deadlines due to a failure of our own suppliers to deliver, the deadlines shall be extended accordingly by a reasonable start-up period, provided that (i) we inform the customer of this without delay and at the same time notify them of the expected new delivery period, and (ii) we have concluded a corresponding hedging transaction with the relevant supplier. If the goods are still unavailable within the new delivery period, both parties are entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer. 

The risk shall pass to the buyer as soon as the seller has handed over the goods to the forwarding agent, carrier or any other person commissioned to carry out the dispatch, but at the latest upon the goods leaving the warehouse. This shall also apply if the customer has given specific dispatch instructions. Partial deliveries are permitted. If the quantity ordered cannot be supplied exactly because it does not correspond to the unit sizes of our standard packaging, any resulting deviation in quantity shall be deemed to have been approved.

5.2 Separate agreements apply to the return of packaging.

• 6 Liability for defects

6.1 The correct use of our goods is beyond our control. We guarantee quality only within the scope of the instructions for use. Liability for the consequences of improper processing is excluded. 

6.2 Samples are non-binding illustrative samples, unless we provide a written assurance of conformity. The same applies to analytical data.

6.3 Notices of defects must be submitted in writing within five days of receipt of the goods. A notice of defect shall lapse if processing is not ceased immediately upon discovery of the defect. Quality complaints made by the buyer must be accompanied by a sample. If a material defect exists, the seller shall provide a replacement in the form of goods free from defects. Colour variations do not constitute a material defect. If a replacement delivery is not possible, the buyer may claim a reduction in price. Rescission is only possible if the goods are unusable. All further claims, including claims for damages and claims for compensation for any consequential damage, are excluded, unless there is wilful misconduct on the part of the seller. Any claims for damages by the buyer shall be limited in amount to the sum corresponding to the quantities of goods consumed or equivalent thereto. 

6.4 If the seller has rejected a notice of defect in writing, the buyer may no longer pursue legal action in respect of the defect after one month has elapsed. The claim must be served within this time limit. The costs of investigating defects in the case of unfounded complaints shall be charged to the buyer.

6.5 Insofar as the seller provides advice on application techniques, standard formulations or instructions for use, such information is provided to the best of the seller’s knowledge. Liability for slight negligence in this regard is excluded. Liability for gross negligence is limited to damage foreseeable at the time the information was provided. 

6.6 We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on wilful misconduct or gross negligence, including wilful misconduct or gross negligence on the part of our representatives or vicarious agents. Provided that we are not accused of an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.

6.7 We shall be liable in accordance with the statutory provisions insofar as we culpably breach a material contractual obligation; however, even in this case, liability for damages is limited to the foreseeable, typically occurring damage.

6.8 Insofar as the customer is otherwise entitled to compensation for damage in lieu of performance due to a negligent breach of duty, our liability is limited to compensation for foreseeable, typically occurring damage.

6.9 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

6.10 Unless otherwise provided for above, liability is excluded.

6.11 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply where the purchased item is customarily used in a building and has caused the defect.

Claims for damages arising from fault at the time of conclusion of the contract, from other breaches of duty or from tortious claims for compensation for property damage.

7.2 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, staff, representatives and vicarious agents.

• 8 Retention of Title

8.1 We reserve title to the goods until all payments under the supply contract have been received. Should the customer act in breach of the contract, in particular in the event of default in payment, we shall be entitled to take back the goods. Our taking back of the goods constitutes a withdrawal from the contract. Following the taking back of the goods, we are authorised to realise their value; the proceeds of such realisation shall be set off against the customer’s liabilities, less reasonable costs of realisation.

8.2 The customer is obliged to treat the goods with due care. In particular, they are obliged to insure them adequately at their own expense against fire, water damage and theft, at replacement value. Where maintenance and inspection work is required, the customer must carry this out in good time at their own expense.

8.3 In the event of attachment or other interventions by third parties, the customer must notify us immediately in writing.

8.4 The customer is entitled to resell the goods in the ordinary course of business; however, the customer hereby assigns to us all claims amounting to the final invoice amount (including VAT) of our claim, which arise for the customer from the resale against its customers or third parties, irrespective of whether the goods have been resold unprocessed or after processing. The Customer remains authorised to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the customer meets their payment obligations from the proceeds received, does not fall into arrears and, in particular, no application has been made for the opening of composition or insolvency proceedings, nor has payment been suspended. Should this, however, be the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. 

8.5 We undertake to release the security to which we are entitled at the Customer’s request to the extent that the realisable value of our security exceeds the claims to be secured by more than 10 per cent; the choice of which security is to be released shall be at our discretion.

• 9 Jurisdiction – Place of Performance – Severability Clause

9.1 The place of jurisdiction for all legal disputes arising from the contractual relationship shall be the Seller’s registered office at D-53894 Mechernich.

9.2 The law of the Federal Republic of Germany shall apply.

9.3 Unless otherwise stated in the order confirmation, our warehouse shall be the place of performance for our contractual obligations.

9.4 In the event that any provision of these terms and conditions is wholly or partially invalid or void, the remaining provisions shall remain valid. The contracting parties shall agree in writing on a valid provision to replace the invalid provision, which shall correspond as closely as possible to the economic purpose of the invalid provision. The same shall apply in the event of a gap in the contract.

Mechernich, 1 February 2022