General terms and conditions
of AIM Systems GmbH

I. General

1. These general terms and conditions apply exclusively to business relationships with companies as defined by Section 14 of the German Civil Code (hereinafter referred to as: “customer”).
2. Our offers and order confirmation are provided exclusively on the basis of and including our general business terms which are always part of the contract.
3. Different, contrary, or supplementary general terms and conditions from our customers, even if not explicitly opposed, are only part of the contract if we explicitly recognize their inclusion before or when concluding the contract in writing. Counter-confirmations of the customer with varying purchasing terms are already hereby opposed.

II. Concluding the contract

1. Offers notified to the customer are non-binding in terms of the prices and delivery options. We are no longer bound by the offer 30 days after its receipt.
2. A contract only comes into existence with the customer if we accept the customer’s order by sending an order confirmation or executing the order. Sales employees are not permitted to conclude contracts. The customer usually first receives a non-binding, approximate offer. If the customer remains interested an offer is made in line with Article II.1 of these general terms and conditions. After receipt of the order from the customer they are sent an order confirmation.
3. Subsidiary agreements, amendments, and additions to this contract must be made in writing in order to ensure their effectiveness. This also applies to waiving the requirement for the written form.

III. Condition of self-delivery

1. The contract is concluded under the condition of correct and on-time delivery to ourselves by our suppliers, but only to the extent to which the circumstance leading to the non-delivery by our suppliers is due to a reason that we are responsible for, we have concluded a congruent hedging transaction with our supplier, and the improper or outstanding delivery was not foreseeable, cannot be resolved by us with reasonable efforts, and is not just temporary. 
   
   
2. We will inform our customers without delay if the goods we must provide are not available. Consideration already provided by our customer will in this case be reimbursed immediately.
   

IV. Transfer of risk / transport

1. The risk of the random destruction and worsening of the goods is transferred to the customer on handover, for shipments involving the delivery of goods to the freight forwarder. This also applies in the event of using the customer’s vehicles or employees and also to carriage-paid delivery. This also applies if the goods are produced by a third party and sent directly from there to the customer.
2. If the goods are to be collected, the risk transfers to the customer five days after we have provided notification of collection readiness. If it is agreed that the customer will collect the goods from us on a particular date, the risk is transferred to the customer if this deadline has passed without the goods being collected. If the customer does not collect the goods within 15 days of receiving the readiness notification, we are entitled to deliver the goods to the customer at their expense.

V. Delivery deadlines/service period

1. Delivery deadlines or periods stated by us are not binding. We will make every effort to comply with them. 
2. Partial deliveries are permitted.
3. If the delivery period is exceeded the customer will set a reasonable period of time for performance.
4. Circumstances or events for which we are not responsible that make on-time performance impossible or unreasonable, e.g. traffic or operational problems, a lack of energy, legal strike or lock-out, force majeure, extend the performance period appropriately. This also applies if the circumstances stated above occur for our suppliers whereby this does not depend on the legality of the employment dispute.
5. Compliance with our delivery obligations requires the on-time and proper fulfillment of our customer’s contractual obligations.
6. The delivery period starts when the order confirmation is issued but not before all of the product-specific questions that are pending when the contract is concluded have been clarified and if any agreed advance payment has been made by the customer. The delivery period is complied with if the goods are sent at the end of this period or provided for collection and the customer has been informed about this.

VI. Prices, payment

1. The prices are understood as to be paid in euros ex works excluding VAT but including packaging and transport. We do not grant discounts for prompt payment.
2. After concluding the contract the customer is charged an advance payment of 50% of the total invoice amount that must be paid and is due for payment immediately after the invoice has been issued. The customer’s order is only executed after receipt of the advance payment. The remaining invoice amount is payable and due 14 days after the transfer of risk to the goods under Article IV of these general terms and conditions. If the product ordered by the customer is assembled and is made operational by us via a separate assembly contract to be concluded, the remaining invoicing amount is, contrary to Article VI.2. Sentence 3 due for payment 14 days after the measuring device has been commissioned. It explicitly does not depend on the timing when a complete production line is commissioned.
3. In the event of default we charge default interest of 9% above the base interest rate as stated in Section 247 of the German Civil Code, as a minimum however 11% p.a. The assertion of additional default damages is unaffected by this. It is the responsibility of the customer to provide evidence for lower default damages in individual cases. 
4. The execution of a retention right or offsetting against our claims is only possible for undisputed or legally binding claims.
5. If the customer is in default of payment all other receivables are due for payment immediately even if they were not yet due. In addition, the customer must pay in advance for all contracts not yet executed. This also applies if the customer’s economic situation has worsened after the contract was concluded.

VII. Warranty, warranty period

1. The customer is obligated to check the item delivered on delivery for obvious defects and to immediately complain about defects found. Defects that are not obvious must be notified immediately after discovery. The timing of when the notification is sent is key to it being on-time. If the customer allows these deadlines to pass the item delivered is considered to be compliant with the contract. Recognizable transport damage must be notified in advance on the delivery note.
   
   
2. In the event of defects, we are entitled to at our own discretion replace the delivery after the original item is returned or undertake subsequent improvement. If this fails twice, the customer is entitled to reduce the price or withdraw from the contract (reverse the contract).
   
   
3. In the event of withdrawal from the contract after a failed replacement delivery or subsequent improvement, there is no additional claim for damages due to the defect.
   
   
4. Normal wear and tear do not represent defects and are not covered by the warranty. This also applies to damage that is due to improper handling or a change in the measuring device by the customer or a third party appointed by it if we have not approved this change in advance.
   
   
5. The warranty period is 1 year from handover to the customer. This variation does not apply to deliberate or grossly negligent duty infringements by us, our statutory representatives, or vicarious agents or to injury to health, life, or limb.

VIII. Liability restrictions for warranty and damages claims

1. We are liable for a) damage caused deliberately or by gross negligence, b) in the event of fraud, c) warranties or assurances made by us, d) injury to health, life, and limb and e) claims under the German Product Liability Act.
2. We are also liable for duty infringements due to the simple negligence of key contractual main duties, i.e. such duties the fulfillment of which permit the proper implementation of the contract and on the compliance of which the customer regularly relies or may rely.
3. We are not liable beyond this. In particular we are not liable for a specific success. It is up to the customer to check whether our product is suitable for the intended purpose.
   

IX. Retention of title

1. The goods delivered remain our property until complete fulfillment of our purchase price payment claims from the business relationship. Our retention of title lapses on payment of all pending receivables and those covered by our retention of title at the time of payment.
2. A pledging or transfer of collateral for the goods to a third party by the customer is not permitted. Each intervention by third parties in our property must be notified to us without delay.
3. If the value of our collateral exceeds our receivables by more than 10%, we are obligated at the customer’s request to release collateral at our discretion until reaching the limit stated above.

X. Court of jurisdiction/place of fulfillment location/applicable law

1. The place of fulfillment for the payment of the purchase price is St. Ingbert, Germany.
2. The court of jurisdiction for all disputes arising from the contractual relationship is St. Ingbert, Germany.
3. The law of the Federal Republic of Germany excluding UN purchasing law applies to the complete relationship with the customer.

XI. Final provisions

The legal invalidity of individual provisions does not affect the binding nature of the other clauses.