General terms and conditions.
1. scope of application
1.1 The terms and conditions of Aircraft Cabin Modification GmbH – hereinafter referred to as ACM – apply to all contracts for deliveries and services, including contracts for work and services and contracts for work and materials, vis-à-vis entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 paragraph 1 of the German Civil Code (BGB). This also applies if the purchaser has notified ACM of its own deviating general terms and conditions of business.
1.2 General Terms and Conditions of Business shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related kind.
1.3 All deviating agreements must be in writing and signed by an authorized person of ACM in order to be effective. The same applies to the cancellation of agreements as well as the waiver of the requirement of the written form. In this respect, the double written form requirement applies.
1.4 Verbal agreements are only binding on ACM if ACM confirms this agreement in writing.
2. offer and conclusion of contract
2.1 ACM’s offers are subject to change at any time. Any verbal agreement made by an employee is only binding after express and verifiable written confirmation.
2.2 The information contained in brochures, flyers, price lists or other documents is not binding at any time, unless its binding nature was expressly declared in the order confirmation. The order confirmation is decisive for the content and scope of the delivery, even if it deviates from the customer order and the customer does not immediately object to its content.
3.1 ACM reserves all property rights and copyrights to all documents provided to the purchaser in connection with the placing of the order, such as prices, calculations, drawings or other confidential documents. This means that all information provided to the purchaser must be treated confidentially, unless ACM explicitly states that such information is not to be treated as confidential.
3.2 If ACM does not accept the purchaser’s offer within the period of 2 weeks, these documents must be returned immediately.
3.3 Supplementary to 3.1, it applies in particular to utility models that the purchaser is not entitled to carry out the following actions without the express consent of ACM:
a.) The dissemination of the design as well as the construction method, also via third parties.
b.) The passing on of the utility model or illustrations thereof to third parties.
c.) The use of the design for own production.
d.) The copying or imitation of the design or any other infringement of copyright, also by third parties.
3.4 If the customer culpably violates the aforementioned obligations under 3.3, he shall be obliged to pay an appropriate contractual penalty, excluding the defence of continuation of the contract, in an amount of up to EUR 250,000 for each case of violation.
4. financial conditions
4.1 Unless otherwise agreed in writing, all prices are net ex works excluding packaging, shipping and charges and plus value added tax at the statutory rate. Any applicable taxes shall be borne by the purchaser.
4.2 Costs of packaging and shipping shall be borne by the recipient. Payment of the purchase price shall be made exclusively to the account named overleaf.
4.3 For foreign customers all deliveries and services are due for payment in advance. For domestic customers, the purchase price is payable within 10 days of delivery, unless otherwise agreed.
4.4 Interest on arrears will be charged in accordance with § 288 paragraph 2 in the amount of currently 9 percentage points above the respective base interest rate p.a. In addition, a lump sum of € 40.00 shall be charged. We reserve the right to assert a higher damage caused by default.
4.5 In case of repeated exceeding of the credit limit, the company reserves the right – after notification of the customer – to adjust the payment terms and to impose a delivery stop until all invoices are paid. The amount of the credit limit to be set for each customer shall take into account the Company’s need for security.
4.6 The deduction of cash discount is only permitted if a special written agreement has been made.
4.7 Unless a fixed price agreement has been made, the Company reserves the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries, currency fluctuations and other costs such as energy or disposal costs, after written consultation with the Customer.
5.1 ACM’s obligation to deliver is subject to the proviso that ACM itself is not responsible for any delay. The commencement of the delivery period stated by ACM is also subject to the timely and proper fulfilment of the purchaser’s obligations.
5.2 All delivery dates shall only be deemed binding upon our written order confirmation. The time of dispatch ex works is always decisive for the observance of deadlines. All dates shall be deemed to be on time upon notification of readiness for dispatch.
5.3 In the event of damage resulting from delays in delivery for which ACM is responsible, the purchaser is entitled to statutory compensation for delay.
5.4 Provided that no intent or gross negligence is involved, further claims for damages and reimbursement of expenses by the purchaser against ACM are excluded.
5.5 The company is not responsible for any unforeseeable delay due to force majeure and other events which were not foreseeable for the company at the time of conclusion of the contract and which make it at least temporarily impossible for the company to provide the agreed service or which make it unreasonably difficult for the company to meet the delivery date.
5.6 For customers with their registered office in the Federal Republic of Germany, it shall apply that the claims of the Customer, in accordance with § 94 of the Insolvency Code, shall become due upon the opening of insolvency proceedings, even if they would otherwise not yet be due.
5.7 In the event of breaches of duty on the part of the customer, such as payment and other obligations, subsequent deliveries may be delayed until these commercial or technical matters have been clarified in accordance with the right of retention under § 273 BGB.
5.8 If the purchaser is in default of acceptance or violates other obligations to cooperate, ACM is entitled to demand compensation for the damage incurred in this respect, including any additional expenditure. ACM reserves the right to assert further claims. If the above criteria are met, the risk of accidental loss or accidental deterioration of the object of purchase is transferred to the purchaser at the point in time at which the purchaser is in default of acceptance or debtor’s delay.
6. transfer of risk on dispatch
6.1 If the goods are shipped to the customer at the latter’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the business premises. This applies without restriction whether the goods are dispatched from the place of performance or who bears the freight costs.
6.2 If, through no fault of ACM, transport in the usual form is demonstrably impossible, ACM is entitled to deliver in an alternative way, charging the purchaser for the resulting reasonable additional costs. For this purpose, it is assumed that the purchaser has been informed in writing in advance.
7. reservation of title
7.1 ACM retains title to the delivered goods until all claims arising from the contract have been paid in full. This also applies to all future deliveries and services, even if ACM does not always expressly refer to it. ACM is entitled to take back the object of purchase at any time if the purchaser acts in breach of contract.
7.2 The purchaser is obliged to treat the object of purchase properly as long as the ownership has not yet been transferred to him. In particular, he undertakes to insure it sufficiently at his own expense against theft, fire and water damage at replacement value.
7.3 As long as title has not yet passed to the purchaser, the purchaser must notify ACM immediately in writing if the delivered goods are attached or otherwise exposed to intervention by third parties. If the third party is not in a position to reimburse ACM for the judicial and extra-judicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the purchaser is liable for the loss incurred.
7.4 If the purchaser does not act in accordance with the contract, for example, if he is in default of payment, ACM is entitled to withdraw from the contract and to demand the return of the goods from the purchaser. In the case of a return delivery, ACM is entitled to offset the reduction in value which has occurred against the purchaser.
8. warranty and notification of defects as well as recourse/manufacturer’s recourse
8.1 Warranty rights of the customer are generally subject to the condition that the customer has immediately fulfilled his obligations of inspection and notification of defects in accordance with § 377 HGB. Hidden defects must be justified in writing immediately after their discovery. Failure to give immediate written notification in due time shall exclude any claims for such defects.
8.2 Warranty claims of the customer shall become statute-barred 12 months after delivery.
8.3 The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of obligations of the user.
8.4 The purchaser is obliged to inform ACM of the damage in writing immediately after delivery. In principle, the purchaser must give ACM the opportunity to remedy the defect within a reasonable period of time.
8.5 Claims for defects do not exist in the case of merely insignificant deviation from the agreed quality, in the case of merely insignificant impairment of the usability, in the case of natural wear and tear or wear and tear as well as in the case of damage which occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or as a result of particular external influences which are not provided for in the contract. If improper repair work or subsequent modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
8.6 Claims by the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses are increased because the goods delivered by ACM have subsequently been taken to a place other than the purchaser’s branch office, unless the transfer corresponds to their intended use.
8.7 ACM is not liable for materials provided by the purchaser himself. With regard to third-party deliveries, ACM may limit its liability to the assignment of the warranty claims to which it is entitled against the subcontractor.
9. place of performance and jurisdiction
The place of performance and jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising between us and the purchaser from the contracts concluded between us and the purchaser is our registered office. However, we are also entitled to sue the customer at his place of business. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract.
Version: 1.0 / 4 December 2017