General Terms & Conditions
Registered office
A+B Solutions GmbH
Lorcher Strasse 141/5
D-73529 Schwaebisch Gmuend / Germany
Authorized Manager: Ralf Stetter, Gerhard Strauss
Registrar of companies: Amtsgericht Ulm
Register number: HRB 70 20 20
VAT identification number pursuant to § 27 a Value Added Tax Act: DE 226360068
§ 1 Scope
a) The GTC shall apply to all future business relations in the version applicable upon conclusion of the agreement, even if they have not been explicitly agreed again.
b) Any deviating, contradictory or supplementary General Terms and Conditions shall not become an integral part of the contract, even if the parties hereto are aware of them, unless expressly agreed in writing.
§ 2 Offers / supplementary agreements
a) Our offers are non-binding unless the offer contains a binding period.
b) If any of our orders should deviate from the offer, these shall be regarded as approved by the principal unless contradicted in writing immediately.
c) Your order represents a binding offer to conclude a purchase agreement. A purchase agreement is concluded if you receive a letter of acceptance from us or if we send the product to you. If you do not receive a letter of acceptance or delivery from us within seven days, the offer to conclude an agreement shall be regarded as having been rejected.
d) The order data will be archived. You can notify us of changes to your personal data at any time.
§ 3 Delivery
a) Our deliveries shall take place ex works or warehouse to the delivery address given by you using a shipping company that we select and commission.
b) A+B shall bear the risk of the accidental loss of the goods up until delivery by the shipping company. If the customer is not a consumer within the meaning of § 13 German Civil Code (BGB), the following shall apply: The risk shall pass to the customer upon transfer of the goods to the shipping company. A+B shall be deemed to have discharged its obligations to perform upon delivery of the goods to the shipping company. Carriage of the goods shall take place at the customer's risk.
c) It shall be incumbent upon the customer to furnish proof of damages in transit. To this end, the goods or its packaging must be inspected on delivery for possible damages, e.g. through impacts, falls, compression or dampness, and any such damage must be confirmed by the carrier employed by the shipping company and notified to. This shall not affect the customer's statutory rights.
d) Unless otherwise agreed, delivery dates or delivery deadlines shall be non-binding and subject to confirmation. If a previously agreed binding delivery date or a bindingly agreed delivery deadline cannot be kept, we shall only be liable for damages in the event of wilful misconduct or gross negligence.
e) Compliance with our delivery obligations shall depend on the due and timely fulfilment of your obligations. If it should transpire that you are unable to pay for the goods, we shall be released from any obligation to deliver and may terminate the purchase agreement.
f) If the purchased goods are not or no longer produced by the manufacturer or are no longer available following conclusion of the purchase agreement and the fulfilment of our contractual obligations is thus rendered impossible or for other grounds that were not foreseeable upon conclusion of the agreement and were not caused by us, we shall be entitled to not render the service as promised, to terminate the agreement and to refund any payments made to date. This shall not affect the customer's statutory rights.
§ 4 Prices, payment
a) The list prices applicable at the time of the order shall apply for all goods and services. Our prices are quoted in euros inclusive of the currently applicable VAT, plus forwarding costs.
b) The corresponding forwarding costs can be found in our information on payment and forwarding.
c) Payment of the total amount shall take place pursuant to the payment terms agreed in the order.
d) The buyer shall only be entitled to offset payments against counterclaims, if such counterclaims are undisputed or have been legally established before a court of law.
§ 5 Warranty, guarantee, liability
a) A+B shall assume liability for the goods delivered and services rendered within the scope of the statutory provisions. The warranty period for new goods shall be 24 months commencing from the passing of risk. This period is a period of limitation and shall also apply to compensation of consequential damages caused by a defect, provided that no claims in tort are asserted.
b) The warranty period for goods expressly labelled as used shall be 12 months commencing from the passing of risk.
c) In the event of a defect, we shall, at the customer's option, be entitled to render subsequent performance by carrying out a repair or by supplying a replacement. We shall be entitled however to refuse the type of subsequent performance chosen by the customer if this is only possible at unreasonable expense and the other form of subsequent performance does not involve any considerable disadvantages for the consumer.
d) If we are unwilling or unable to render subsequent performance, or should such be delayed beyond a reasonable period due to reasons for which we are responsible or should the subsequent performance fail in any other way, you shall be entitled to either withdraw from the agreement or demand a reasonable reduction of the purchase price. This shall not affect the customer's right to assert claims for damages.
e) A+B shall only be liable for damages other than loss of life, physical injury or damage to health if these are attributable to wilful misconduct or gross negligence or a culpable breach of a material contractual obligation on the part of A+B or its vicarious agents. Any liability for damages going beyond this is excluded. This shall not affect any precontractual liability or liability under the provisions of the German Product Liability Act.
f) Manufacturer's guarantees constitute a separate legal relationship between the customer and the manufacturer. Guarantee claims can be asserted directly against the guarantor. This shall not affect the customer's warranty rights.
g) If the customer is not a consumer within the meaning of § 13 German Civil Code (BGB), the following shall apply: The warranty period shall be 1 year. Goods expressly labelled as used shall be excluded from the warranty. This shall not affect §§ 377, 378 German Commercial Code (HGB).
h) Customers that are not consumers within the meaning of § 13 German Civil Code (BGB) must inspect the delivered products for contractual conformity within three days of receipt and report any recognizable defects without delay. Otherwise, the delivered products shall be regarded as approved.
§ 6 Return costs
If the consumer exercises his right of revocation pursuant to Section 7 of the GTC, he shall bear the costs of the return if the goods delivered correspond to those ordered and the price of the goods to be returned does not exceed an amount of € 40.00 or, if the price of the goods is higher, if the consumer has not yet paid the consideration or a contractually agreed instalment at the time of the revocation.
§ 7 Right of Revocation
If the customer is not a consumer within the meaning of § 13 German Civil Code (BGB), he shall not have a right of revocation pursuant to § 312d BGB in conjunction with §§ 355, 356 BGB.
Cancellation policy/right of revocation
You may withdraw your contractual acceptance in writing (e.g. by letter, fax or e-mail) within two weeks without stating grounds, or – if the item is placed at your disposal prior to the expiry of this period – by returning the item. The period shall commence upon receipt of this notification in text form, however not before delivery of the goods to the consignee (in the case of recurring deliveries of similar goods, not before delivery of the first part delivery), nor before fulfilment of our statutory duties to furnish information pursuant to 312c Para. 2 German Civil Code (BGB) in conjunction with § 1 Paras. 1, 2 and 4 of the Information Duties set out therein (BGB-InfoV) as well as our duties pursuant to § 312e Para. 1 Cl. 1 BGB in conjunction with § 3 BGB-InfoV. To comply with the deadline for revocation, timely dispatch of the revocation or the item shall suffice. Notice of revocation must be sent to:
Consequences of revocation
In the event of an effective revocation, any payments received by either party must be returned and where applicable any benefits received (e.g. from interest) are to be surrendered. If you are unable or only partly able to return the product/service received or are only able to return it in a deteriorated condition, you may where necessary be under obligation to pay us compensation. This shall not apply if the deterioration of the goods is exclusively attributable to their examination - as would have been possible for you in a shop. For the rest, you may avoid any duty to provide compensation for any deterioration of the goods caused by the intended use, by not using the goods as your own property and refraining from all actions that may affect its value. Goods capable of being sent by parcel post should be returned to us at our expense and risk. The cost of returning the goods shall be for your account if the delivered goods correspond to those ordered and the price of the goods to be returned does not exceed € 40.00 or, if the price of the goods is higher, if you have not yet paid the consideration or a contractually agreed instalment at the time of the revocation. Otherwise, returns shall be free of charge for you. Goods that are not suitable for consignment by parcel post shall be collected from you. Obligations to refund payments must be met within 30 days. The deadline shall commence for you on the date you sent the notice of revocation and for us, following its receipt.
No right of revocation shall exist for:
Goods made to customer specifications or that are clearly customised to personal requirements, or due to their nature are not suitable for return, or may deteriorate rapidly, or may exceed their sell-by-date if shipped and in the case of the delivery of sealed audio and video recordings if unsealed by the customer.
Special notes: Your right of revocation expires early, if your contracting party has started its services before the end of the revocation term with your explicit agreement or if you have arranged this yourself.
End of the revocation notice
§ 8 Retention of title
a) The goods shall remain the property A+B Solutions GmbH until full payment of the purchase price has been received. If the goods delivered by A+B Solutions GmbH are resold by the principal, all claims of the latter against third parties shall be assigned to A+B Solutions GmbH.
b) Extraordinary dispositions, such as pledging, collateral assignment, etc. shall only be admissible subject to the approval of A+B Solutions GmbH. If the object of performance is seized by a third party, the principal shall be obligated to inform the enforcement officer of the ownership of A+B Solutions GmbH and to notify A+B Solutions GmbH immediately by sending the receipt for the assets seized.
§ 9 Order placement
a) The object of the service, the scope of services and the period of performance shall be agreed in writing by A+B Solutions GmbH and the principal prior to beginning processing of the order.
b) Changes and amendments of the order must be confirmed in writing by A+B Solutions GmbH in order to become an integral part of the present contractual relationship.
c) A+B Solutions GmbH reserves the right to employ other suitably qualified service providers to execute the agreement and place orders with same in the name of and for the account of A+B Solutions GmbH.
§ 10 Order execution
a) The principal shall stipulate the technical, company-specific and other particulars and guidelines needed to execute the orders.
b) The progress of services rendered is confirmed by the principal by signing the protocols presented to him. Upon completion of the order as a whole and following completion of the part deliveries, the principal and A+B Solutions GmbH shall draw up an acceptance protocol which is to be signed by both parties.
c) If systems and hardware belonging to A+B Solutions GmbH are used on location within the framework of the order, or such facilities are leased to the principal, the principal shall be liable for both direct damages caused by improper handling as well as loss and destruction and any damage to the systems and hardware used within the framework of the order. This shall not apply if the impairment was caused by A+B Solutions GmbH.
§ 11 Fee
a) The prices (daily or hourly rates) can be agreed either as a binding fixed price or as a suggested price charged by the hour. If billing by the hour is agreed, A+B Solutions GmbH shall prepare a daily report for approval, which shall serve as the basis of billing following completion of the order.
b) The calculation of expenses (overnight stays in hotels, travel costs and daily allowance) shall be agreed separately with the principal. The basis for this is the applicable guidelines of A+B Solutions GmbH as amended from time to time.
c) Billing for orders takes place in instalments, which are to be agreed separately, on the basis of the progress of the deliveries.
d) All prices are subject to statutory VAT.
§ 12 Due date, payment & default
Following delivery and acceptance of the service, the purchase price shall be payable net within 30 days after receipt of the invoice without any deductions. If the buyer defaults on payment, A+B Solutions GmbH shall be entitled to demand default interest in the amount of 4% p.a. above the base interest rate announced by the European Central Bank.
§ 13 Order discontinuation
In the event of order discontinuation, the scope of services rendered up until that point in time will be billed. This shall not affect the enforcement of further claims.
§ 14 Data recording
Privacy policy
A+B Solutions GmbH only processes and uses personal data for order processing, customer relationship management and advertising purposes. The data required for this may be passed on to third-party service providers. For credit check purposes A+B Solutions GmbH may access information on creditworthiness on the basis of mathematical-statistical methods of third parties and the credit protection agency SCHUFA, D-28195 Bremen.
Moreover, we transmit address and negative data to third parties, who, if there is a legitimate interest, provide information on creditworthiness on the basis of mathematical-statistical methods for credit check purposes.
Naturally, you are free to refuse the use of your address data for advertising purposes at any time. Please contact A+B Solutions GmbH, Sebaldstrasse 23, D-73525 Schwäbisch Gmünd if you do not wish to receive any further advertising from us or for any queries you may have.
§ 15 Liability for links
A+B Solutions GmbH herewith expressly distances itself from the content of all linked pages or graphics and does not adopt the content of such links as its own. All violations of current law, conventions or morals that come to the attention of A+B Solutions GmbH will result in the immediate deletion of such links, entries, graphics or similar matter.
§ 16 Choice of law
The law of the Federal Republic of Germany shall apply. For consumers who do not enter into the contract for occupational or commercial purposes, this choice of law is only valid inasmuch as the granted protection is not withdrawn/cancelled through compulsory regulations of state laws applicable in the country where the consumer is resident. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded.
§ 17 Place of jurisdiction
a) If the contracting party is a merchant or a corporate body under public law, the exclusive place of jurisdiction for all disputes resulting from this contractual relationship shall be the registered office of A+B Solutions GmbH in Schwäbisch Gmünd. The same shall apply if the contracting party is not domiciled in Germany or if his usual place of residence is unknown at the point in time at which the action is filed.
b) In the case of contracting parties domiciled or residing outside of Germany, A+B Solutions GmbH shall also have the option to institute proceeding at the place of residence or registered office of the contracting party.
§ 18 Final provisions
If a provision of the agreements concluded on the basis of these General Terms and Conditions should be invalid or impracticable, this shall not affect the validity of the remaining provisions hereof.
The parties shall endeavour to agree a replacement valid provision; if this should fail, the statutory provisions shall apply. This arrangement shall also apply in the event that the present provisions contain a regulatory gap.
Any legal fees for reminders without prior contact with the operator shall be rejected by us according to our duty to avert, minimize or mitigate costs.