General Terms and Conditions
1. General Provisions
The following general terms and conditions shall apply to all quotes, contracts, services and deliveries that are not explicitly governed by a different written agreement. The provisions of the contractual partner shall apply only if they do not conflict with the provisions of A.N. Solutions GmbH with regard to sale, delivery or export or if they have been accepted in writing by A.N. Solutions GmbH. Alternative general terms and conditions, purchase conditions or delivery conditions of the customer shall neither be tacitly nor in the absence of explicit objection on the part of A.N. Solutions GmbH considered an integral part of the agreement governing the relevant contractual relationship. All quotes are non-binding. A legally valid contract shall only come into being after a written order confirmation has been issued by A.N. Solutions GmbH . Sketches, drawings and other documentation appended to the quote shall only be binding for A.N. Solutions GmbH if they have been identified as such and it has been explicitly agreed in writing that these are subject to the provisions of the contractual agreement A.N. Solutions GmbH retains the right to amend the design, materials and specifications. This shall also apply after the order confirmation has been sent, insofar as these modifications do not conflict with the order confirmation or the specifications supplied by the customer.
2. Scope of Services and Subject of the Order
- The information contained in the quote and particularly in the task description defines the objective of the order. Unless expressly otherwise agreed in writing, A.N. Solutions GmbH shall be bound by a quote for four (4) weeks.
- When the order is placed, the scope of the services to be supplied shall be determined by the quote. The customer shall authorise the order by attaching its legally binding signature to the quote form, which also acts as the order form.
- In the event of a different form of order placement, the relevant order shall be valid only if the express written approval of A.N. Solutions GmbH is supplied. The same shall apply in the event that the content of the order placed differs from the previous quote provided by A.N. Solutions GmbH. If A.N. Solutions GmbH is supplied, with the customer’s agreement, with materials or other work results by the customer or third parties, the customer shall be responsible for ensuring these function as required, conform to specifications and/or produce the results expected, unless the contractual agreement specifies that such inspection is the responsibility of A.N. Solutions GmbH.
- The customer shall be supplied with work results in report form (‘PDF document format’) unless expressly agreed otherwise in writing.
3. Performance Times and Delivery Times
- Order processing shall begin at the time at which the order is placed per Clause 2 at the earliest or otherwise on the date stated in the order confirmation. The performance times and delivery times stated in the quote or order are to be considered non-binding. A.N. Solutions GmbH shall only be required to ob- serve certain performance times and delivery times if these have been expressly agreed and the infor- mation provided by the customer prior to the contract being concluded, which was used as a basis for setting these deadlines, is valid. In the event of force majeure or other unforeseeable or unusual circum- stances arising over which A.N. Solutions GmbH has no control, such as the customer defaulting on payment, strikes, lock-outs etc., the delivery period may be postponed accordingly, even if these events are caused by one of A.N. Solutions GmbH’s suppliers. In the event of delays, the customer is not au- thorised to make any claims for compensation but must be notified by A.N. Solutions GmbH about the start and end of such circumstances in a timely manner.
- Agreements relating to the modification of the scope of services while the order is being processed shall result in the relevant deadline being adjusted accordingly. This new deadline must be agreed between the contractual partners.
4. Service and Payment Conditions
- If possible, the exact scope of work shall be specified on the basis of the information provided by the customer prior to the contract being concluded and a fixed price shall be agreed.
- In the event that while executing the order, the information provided by the customer prior to the contract being concluded turns out to be inaccurate, or the scope of the services to be provided by the contractor as per the contract changes as a result of additional performance requirements or modification requests from the customer, the fixed price shall be adjusted to reflect the changed scope of services in agreement with the customer.
- If invoicing based on the actual costs incurred is contractually agreed, invoices shall be issued on the basis of actual costs up to the defined upper payment limit. With this in view, A.N. Solutions GmbH undertakes, in the event of becoming aware that the agreed upper cost limit will be exceeded without the target order objective being achieved, to inform the customer about this in a timely manner and make suggestions about the next steps.
5. System Setup, Installation and Services
- System setup and installation, commissioning and maintenance must be separately ordered. The customer is responsible for any additional work including the provision of materials and supplementary features.
- The customer must inform A.N. Solutions GmbH personnel about all relevant circumstances and security measures. If there is a delay that is the responsibility of the customer in completion of the aforementioned activities, A.N. Solutions GmbH reserves the right to invoice the cost of all waiting times and all other proven additional expenditure.
6. Terms of Payment
- All invoices must be paid by bank transfer into our nominated account in euros or the currency stated in the invoice in full and within 15 days of the invoice date. A.N. Solutions GmbH reserves the right to demand other terms such as cash payment, direct debit payment, advance payment or similar. A.N. Solutions GmbH is permitted to make partial deliveries. If applicable, these shall be invoiced separately at the conditions agreed in the overall order.
- The customer has the right to offset and exercise its right of retention only if its counterclaims have been found to be legally valid, are undisputed or have been expressly acknowledged in writing by A.N. Solutions GmbH. However, this right may only be exercised up to the amount of the reduction in value of the goods attributable to the defect. If the purchaser is in default of payment, A.N. Solutions GmbH is entitled to terminate the contract and claim appropriate interest payments and damages. Any outstanding payments shall become immediately payable. In the event of non-payment or delayed payment, the purchaser shall lose all warranty claims with regard to the delivered goods.
7. Minimum Order and Express Delivery Surcharges
- The minimum order surcharge for orders with a net total value of less than €250 is €75.
- The minimum order surcharge for orders with a net total value of less than €500 is €50.
- A one-off charge of €25 euros shall be invoiced for express deliveries outside of the standard delivery times.
8. Rights to the Contractual Items
- The customer shall have a non-exclusive right of usage of the specific work results of the order with regard to industrial property rights, copyrights and other intellectual property rights (‘know-how’). If per- forming the services requires recourse to already existing rights of A.N. Solutions GmbH, the customer shall have a non-exclusive right of usage of these if this is necessary in order to use the contractual items.
- If the customer requires recourse to existing rights of A.N. Solutions GmbH in order to utilize the contractual items, A.N. Solutions GmbH shall grant the customer, in return for payment, the non-exclusive right of recourse to these rights in a separate contractual agreement. If A.N. Solutions GmbH intends to relinquish rights to which the customer has the right of recourse, it must notify the customer of this intention in writing without delay. At the customer’s written request, such rights can be transferred to the customer in accordance with appropriate conditions and through a special written agreement. In any event, A.N. Solutions GmbH shall retain a gratuitous, non-exclusive right of usage of all industrial property rights and copyrights and the associated ‘know-how’ for its own purposes.
9. Retention of Title
- The customer shall not be assigned ownership of the contractual items until it has paid the purchase price due under the contract in full. Until this point, ownership and right of use as defined in Art. 449 of the German Civil Code (BGB) shall be retained by A.N. Solutions GmbH and these may be neither pledged nor assigned by way of collateral.
- However, the customer retains the right to continue to sell the contractual items during the normal course of business. In such a case, the customer undertakes to transfer all entitlements arising from the sale or the granting of rights of usage to A.N. Solutions GmbH in advance.
10. Liability and Warranty
- With the current status of technological development, it is generally not possible to identify all defects or deviations in products, systems and developments in information and telecommunications technology under all conditions of use. A.N. Solutions GmbH undertakes to comply with the requirements of the statutory warranty and to observe all necessary technical care and comply with the acknowledged rules of technology when providing and documenting the contractually agreed services
- A.N. Solutions GmbH herewith expressly refuses to assume additional obligations to the effect that all product and system defects and deviations are identified, documented and taken into appropriate consideration while executing the order.
- The warranty period is twelve (12) months from the delivery date unless otherwise agreed in writing or the legislation requires otherwise in the case of end users.
- Our warranty does not cover damage due to routine wear and tear, glass breakage, inappropriate use/installation/handling of modifications/repairs to the delivered item attributable to/made by the customer or a third party.
- The customer must submit any claims within 28 days from receipt of the goods or completion of contract performance. Claims must be supported by corresponding evidence, such as quality documentation, test reports, invoices etc.
- The warranty only covers repairs or the replacement of the relevant parts at the earliest possible point in time. A.N. Solutions GmbH reserves the right to decide on the legitimacy of claims made under warranty.
- All claims for partial or full reimbursement of the purchase price are excluded. Ownership of defective and replaced parts shall be transferred to A.N. Solutions GmbH.
- The customer shall bear the costs of shipping the replacement parts. All further claims related to defects apart from those stated above are hereby explicitly excluded.
- Unless otherwise specified in the following provisions, A.N. Solutions GmbH shall assume no liability irrespective of the legal basis of a claim. A.N. Solutions GmbH specifically assumes no liability for any indirect losses, breaches of secondary obligations, lack of commercial success, loss of profit, direct losses, consequential losses caused by defects and losses arising as a result of claims made by third parties against the customer.
- A.N. Solutions GmbH shall be liable only for claims for compensation made by the customer in accordance with current legislation that arise in connection with the consequences of wilful intent or gross negligence on the part of A.N. Solutions or on the part of its representatives or agents. If A.N. Solutions GmbH is not charged with wilful breach of contract, the liability for compensation shall be limited to the typical foreseeable losses that can arise in view of the nature of the contract.
- A.N. Solutions GmbH shall be liable only for claims made in accordance with current legislation if it culpably breaches a fundamental contractual obligation. In this case, a fundamental contractual obligation is to be understood as an obligation that must be complied with in order to perform the contract and that the customer can assume will be complied with under normal circumstances.
- A.N. Solutions GmbH shall be liable only for claims made in accordance with current legislation in the event of culpable injury to life, body or health. This also applies to its mandatory liability under the Product Liability Act.
12. Arrangements for Returns (‘RMA Procedure’)
- All our customers are valuable to A.N. Solutions GmbH. In view of the provisions outlined in Clause 10, we employ a clearly regulated returns policy to ensure that that we continue to give satisfaction to our customers. If you receive demonstrably defective or damaged goods from us, please contact our service department by fax or email.
- Please provide us with detailed information and, once your case has been reviewed and evaluated in detail by A.N. Solutions GmbH, you will be provided with an RMA number. Please then only return the defective or damaged goods to us at our expense once you have our prior written consent.
- We shall accept all equipment for test purposes if it is free from chemical, biological and radioactive materials or is certified as having been decontaminated or disinfected.
- Please send the products back to us together with a copy of the invoice and a detailed written description of the defect, and ensure that you use correct and transport-appropriate packaging.
- If it becomes apparent during the RMA procedure that the defects/damage was caused by improper handling by the customer, we shall invoice the customer for all of the expenses incurred during the defect analysis.
13. Additional Rights of Contract Termination
- In addition to the statutory right of termination, the contracting parties have the following special rights of termination:
- If the customer fails to provide the required cooperation, or if the information provided by the customer is deficient, unsuitable or incomplete, A.N. Solutions GmbH shall be entitled, after setting a suitable deadline for the provision of suitable cooperation and compliance with the information obligations that have not been met, to terminate the contract without notice. Similarly, the contractor is entitled to terminate the contract without notice if breaches of cooperation or information obligations by the customer or requests for changes by the customer necessitate additional work that is not included in the contractually agreed order calculation, and A.N. Solutions GmbH has set the customer a suitable deadline for assuming the additional costs that has not been met. The customer must reimburse in full any costs and losses incurred by A.N. Solutions GmbH as a result of terminating the contract without notice.
- Otherwise, both contracting parties have the right of termination after providing one month’s notification of this intention prior to the end of the month in question if, six (6) months after acceptance of the order, no significant progress has been made and no significant progress is to be expected. Once the contract has been effectively terminated, A.N. Solutions GmbH shall supply the customer with the work results generated up to that point in time. The customer undertakes to pay A.N. Solutions GmbH the (partial) remuneration due to it by that point in time as per the contract.
- In order to allow the free exchange of ideas between the contractual partners, the customer and contractor shall, with regard to third parties, treat all knowledge, documents, information on tasks and business transactions of the other contractual partner of which they become aware as a result of the contract or during negotiations prior to concluding the contract, as strictly confidential.
- The mutual obligation of the contractual partners to treat such information as confidential shall apply both for the duration of the contractual relationships and also for a post-contractual period of three (3) years, insofar as not otherwise agreed in writing.
- The obligation to observe confidentiality shall not apply to information that was already known to the parties, particularly information that was in the public domain without any breach of precontractual or contractual confidentiality obligations, or that was provided to the parties by a third party authorized to do so.
15. Jurisdiction and Place of Performance
- Place of performance for all services to be provided through the contractual relationship between A.N. Solutions GmbH and the customer is the registered office of A.N. Solutions GmbH, unless expressly otherwise agreed in writing.
- German law only shall apply; the provisions of the United Nations Convention on Contracts for the Inter- national Sale of Goods are hereby excluded.
- If these Terms and Conditions are available in several languages, the original German version shall take precedence.
- Place of jurisdiction for all disputes that cannot be resolved outside of the courts shall be the district court or regional court of Dresden that has jurisdiction over the head office of A.N. Solutions GmbH, unless expressly otherwise agreed in writing.
16. Severability Clause
If one or more of the provisions of this contract is/are or becomes/become invalid, this shall not affect the validity of the remaining provisions and the contract as a whole. In this case, the contractual partners under- take to agree to a new, legally effective provision that most closely reflects the intended purpose of the inef- fective provision from a commercial perspective. The aforementioned provisions shall apply accordingly if the contract should prove to have loopholes.
Status: 31 March 2016
Disclaimer - General Terms & Conditions Copyright © 2016 A.N. Solutions GmbH
A.N. Solutions GmbH
Am Brauhaus 12
01099 Dresden Germany
Tel.: +49 351 30900 195
Fax: +49 351 30900 189
Managing Director: Thomas Lerm
Dresden register court, HRB 27824 VAT ID No. DE 2656 18684