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TERMS AND CONDITIONS

TERMS AND CONDITIONS

TERMS AND CONDITIONS

General Terms and Conditions of AIRNERGY International GmbH

1. Validity of the conditions

The deliveries and offers of AIRNERGY International GmbH are made exclusively on the basis of the following General Terms and Conditions (GTC). By referring to the GTC without the customer’s objection, the customer accepts the GTC. References of the orderer to his terms and conditions are hereby contradicted. The terms and conditions at the time of the conclusion of the contract by AIRNERGY International GmbH shall apply. These can be viewed and printed out on the AIRNERGY International GmbH website.

2. Conclusion of contract

By sending/transmitting the signed form, the customer offers AIRNERGY International GmbH the conclusion of a contract of purchase/supply. He is bound to his application for four weeks.

The contract shall be deemed concluded when AIRNERGY International GmbH has confirmed in writing the acceptance of the order of the more precisely specified objects of purchase within this period or the delivery has been executed. AIRNERGY International GmbH shall, however, be obliged to inform the Buyer immediately if the order is not accepted. The information on goods and prices is subject to adjustment, among other things, due to technical changes in the products offered.

3. Prices

Unless otherwise agreed, the prices are ex works, the statutory value added tax is not included in the prices, it is shown separately on the invoice at the statutory rate on the day of invoicing. Estimates for repair costs are always subject to a charge.

4. Terms of payment

4.1

Payment shall generally be made by advance bank transfer to the account of AIRNERGY International GmbH. Upon request of the Customer, delivery shall be made cash on delivery. The customer shall bear the costs incurred. AIRNERGY International GmbH is free to choose the delivery company. AIRNERGY International GmbH may, at its own discretion, also deliver against invoice.

4.2

Invoices shall be due for payment immediately without deduction.

4.3

Payments shall be made directly to AIRNERGY International GmbH. Employees of AIRNERGY International GmbH are only authorized to accept payments with a written power of attorney to collect.

4.4

In case of default of payment AIRNERGY International GmbH shall be entitled, without prejudice to the assertion of further damages caused by default, to charge default interest in the amount of 5% above the respective discount rate of the Deutsche Bundesbank. The Buyer may prove to AIRNERGY International GmbH that no damage or substantially less damage has been incurred as a result of the delay in payment.

4.5

The Buyer shall only be entitled to set-off against undisputed or legally binding counterclaims. If the Buyer is a merchant, he shall only be entitled to exercise a right of retention if the counterclaim is undisputed or has been finally and conclusively determined.

5. Delivery time / delay

5.1

AIRNERGY International GmbH will make every effort to meet the delivery dates stated. Indicated delivery times are however always approximate and non-binding. Partial deliveries are permissible.

5.2

Compliance with the delivery obligation of AIRNERGY International GmbH requires the timely and proper fulfillment of the obligation to cooperate by the purchaser. If the Buyer is in default of acceptance or violates the obligation to cooperate, AIRNERGY International GmbH shall be entitled to demand compensation for damages including any additional expenses. If the Buyer fails to comply with his obligation to take delivery even after a repeated written request with a grace period of 14 days, Airnergy International GmbH shall be entitled to withdraw from the contract or to claim damages.

If AIRNERGY International GmbH claims damages, such damages shall amount to a lump sum of 20% of the agreed purchase price. The damages shall be set higher or lower if AIRNERGY International GmbH proves higher damages or the Purchaser proves lower damages.

6. Shipping/Transfer of Risk

6.1

Unless otherwise agreed, the place of performance shall be the distribution warehouse of AIRNERGY International GmbH in Hennef.

6.2

Shipment shall be at the expense and risk of the Buyer. The goods shall be insured against transport damage at the expense of the customer.

6.3

In the event of a complaint about the goods, the Customer shall bear the costs for the return transport of the goods to the place of performance and the dispatch to him after repair/replacement. This provision applies only to commercial customers. It shall also apply to customers with delivery addresses outside the Federal Republic of Germany. In such a case, the customer shall arrange for the transport to the place of performance.

6.4

In the event that the Purchaser complains about the goods and it is determined that there is no defect for which AIRNERGY International GmbH is liable under the warranty or liability for material defects, the Purchaser shall in any case bear the costs for transport. A return of the goods to the customer shall also be made only after reimbursement of costs.

7. Liability for material defects/compensation

7.1

The orderer is obliged to inspect the goods immediately for transport damage, wrong delivery and deviations from defects. Transport damage shall be claimed against the carrier. As far as AIRNERGY International GmbH has agreed to take over the transport risk, claims of the customer for transport damages shall be excluded if the customer fails to notify the carrier of the damages and to notify AIRNERGY International GmbH immediately.

The customer shall notify AIRNERGY International GmbH in writing of obvious defects within 2 weeks after receipt of the goods. If the customer is a merchant, the provisions of §§ 377, 378 HGB (German Commercial Code) shall apply.

7.2

In the event of a material defect within the meaning of § 434 BGB, AIRNERGY International GmbH shall be entitled to repair or replace the goods at its own discretion. This provision shall not apply if the order is a purchase of consumer goods within the meaning of §§ 474 et seq. BGB. If the second attempt at repair or replacement also fails, the purchaser is entitled to withdraw from the contract or reduce the purchase price.

7.3

Warranty claims shall not exist in particular if

a) the defect is due to the fact that the AIRNERGY International GmbH has made changes or extensions to the object of purchase or has provided it with spare parts neither approved by AIRNERGY International GmbH nor supplied by it.
b) the defect is due to improper use, operation, lack of care or maintenance or to violent effects
c) the defect is due to wear and tear.

7.4

AIRNERGY International GmbH shall only be obliged to rectify the defect or to deliver a replacement, if the customer has paid the remuneration corresponding to the value of the defective performance.

7.5

Only the Purchaser shall be entitled to claims for material defects and such claims shall not be assignable. Further claims of the customer beyond the statutory claims are excluded.

7.6.1

The Purchaser’s claim for damages due to a breach of duty by AIRNERGY International GmbH, its legal representatives or vicarious agents, in particular for damage not occurring to the delivery item itself, for lost profit or other financial losses, shall be excluded.

7.6.2

This limitation of liability shall not apply in case of intentional or negligent breach of a primary contractual obligation by AIRNERGY International GmbH, its legal representatives or vicarious agents. In case of a slightly negligent breach of a main contractual obligation AIRNERGY International GmbH shall be liable at most up to the typically foreseeable damage, which usually does not exceed the purchase price of the ordered goods. The liability is limited to damages to the ordered goods.

7.6.3

The limitation of liability with respect to secondary obligations shall also not apply in case of intentional or grossly negligent breach of duty by AIRNERGY International GmbH, its legal representatives or vicarious agents.

7.6.4

Liability shall also not be excluded in the event of damage to life, body or health.

7.6.5

Furthermore, the limitation of liability shall not apply if the Buyer asserts claims for damages due to non-fulfilment in accordance with §§ 463, 480 para. 2 BGB (German Civil Code) due to the absence of a warranted characteristic.

7.6.6

The provisions of 7.6.3. and 7.6.4. shall not apply if the customer is a commercial customer.

7.7

The limitation period for claims arising from liability for material defects in the case of a purchase of consumer goods pursuant to §§ 474 et seq. BGB 2 years, otherwise 1 year, calculated from the time of the transfer of risk. This period shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims in tort are asserted.

8. Retention of title

8.1

AIRNERGY International GmbH shall retain title to the delivered goods until full payment of all claims AIRNERGY International GmbH is entitled to against the Customer and, if the Customer is a merchant, beyond that arising from the business relationship with the Customer, regardless of the legal grounds.

8.2

In the event that the Customer acts in breach of contract, in particular in the event of default in payment, AIRNERGY International GmbH shall be entitled to demand the return of the goods sold. Taking back the goods shall not constitute a withdrawal from the contract, unless AIRNERGY International GmbH expressly declares this in writing.

8.3

The customer shall be entitled to resell the goods delivered under reservation of title within the scope of his business operations. The Customer shall assign to AIRNERGY International GmbH in advance any claims arising from the resale of the goods or on any other legal grounds in the amount of the claims AIRNERGY International GmbH is entitled to against the Customer.

8.4

The Buyer shall be obligated to treat the goods delivered under reservation of title with care and to insure them against destruction and loss at his own expense until the transfer of title.

9. Data Protection

The buyer agrees that personal data of his order will be stored electronically and processed for the purposes of the business relationship in accordance with the statutory provisions.

10. Applicable law, place of performance and jurisdiction

German law applies to all contractual relationships to the exclusion of the UN Sales Convention.

Place of performance for all claims arising from the contractual relationship is Hennef. Siegburg is agreed upon as the place of jurisdiction for all disputes, provided the customer is a merchant.

11. Miscellaneous

11.1

Subsidiary agreements and amendments to this contract are only legally effective if they are confirmed in writing by AIRNERGY International GmbH.

11.2

Should a provision or part of a provision of these General Terms and Conditions or of a contract referring to them be invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to reach a new agreement which comes as close as possible to the economic purpose of the invalid provision and which they would have agreed upon if they had known of its invalidity.

General Terms and Conditions of AIRNERGY International GmbH

1. Validity of the conditions

The deliveries and offers of AIRNERGY International GmbH are made exclusively on the basis of the following General Terms and Conditions (GTC). By referring to the GTC without the customer’s objection, the customer accepts the GTC. References of the orderer to his terms and conditions are hereby contradicted. The terms and conditions at the time of the conclusion of the contract by AIRNERGY International GmbH shall apply. These can be viewed and printed out on the AIRNERGY International GmbH website.

2. Conclusion of contract

By sending/transmitting the signed form, the customer offers AIRNERGY International GmbH the conclusion of a contract of purchase/supply. He is bound to his application for four weeks.

The contract shall be deemed concluded when AIRNERGY International GmbH has confirmed in writing the acceptance of the order of the more precisely specified objects of purchase within this period or the delivery has been executed. AIRNERGY International GmbH shall, however, be obliged to inform the Buyer immediately if the order is not accepted. The information on goods and prices is subject to adjustment, among other things, due to technical changes in the products offered.

3. Prices

Unless otherwise agreed, the prices are ex works, the statutory value added tax is not included in the prices, it is shown separately on the invoice at the statutory rate on the day of invoicing. Estimates for repair costs are always subject to a charge.

4. Terms of payment

4.1

Payment shall generally be made by advance bank transfer to the account of AIRNERGY International GmbH. Upon request of the Customer, delivery shall be made cash on delivery. The customer shall bear the costs incurred. AIRNERGY International GmbH is free to choose the delivery company. AIRNERGY International GmbH may, at its own discretion, also deliver against invoice.

4.2

Invoices shall be due for payment immediately without deduction.

4.3

Payments shall be made directly to AIRNERGY International GmbH. Employees of AIRNERGY International GmbH are only authorized to accept payments with a written power of attorney to collect.

4.4

In case of default of payment AIRNERGY International GmbH shall be entitled, without prejudice to the assertion of further damages caused by default, to charge default interest in the amount of 5% above the respective discount rate of the Deutsche Bundesbank. The Buyer may prove to AIRNERGY International GmbH that no damage or substantially less damage has been incurred as a result of the delay in payment.

4.5

The Buyer shall only be entitled to set-off against undisputed or legally binding counterclaims. If the Buyer is a merchant, he shall only be entitled to exercise a right of retention if the counterclaim is undisputed or has been finally and conclusively determined.

5. Delivery time / delay

5.1

AIRNERGY International GmbH will make every effort to meet the delivery dates stated. Indicated delivery times are however always approximate and non-binding. Partial deliveries are permissible.

5.2

Compliance with the delivery obligation of AIRNERGY International GmbH requires the timely and proper fulfillment of the obligation to cooperate by the purchaser. If the Buyer is in default of acceptance or violates the obligation to cooperate, AIRNERGY International GmbH shall be entitled to demand compensation for damages including any additional expenses. If the Buyer fails to comply with his obligation to take delivery even after a repeated written request with a grace period of 14 days, Airnergy International GmbH shall be entitled to withdraw from the contract or to claim damages.

If AIRNERGY International GmbH claims damages, such damages shall amount to a lump sum of 20% of the agreed purchase price. The damages shall be set higher or lower if AIRNERGY International GmbH proves higher damages or the Purchaser proves lower damages.

6. Shipping/Transfer of Risk

6.1

Unless otherwise agreed, the place of performance shall be the distribution warehouse of AIRNERGY International GmbH in Hennef.

6.2

Shipment shall be at the expense and risk of the Buyer. The goods shall be insured against transport damage at the expense of the customer.

6.3

In the event of a complaint about the goods, the Customer shall bear the costs for the return transport of the goods to the place of performance and the dispatch to him after repair/replacement. This provision applies only to commercial customers. It shall also apply to customers with delivery addresses outside the Federal Republic of Germany. In such a case, the customer shall arrange for the transport to the place of performance.

6.4

In the event that the Purchaser complains about the goods and it is determined that there is no defect for which AIRNERGY International GmbH is liable under the warranty or liability for material defects, the Purchaser shall in any case bear the costs for transport. A return of the goods to the customer shall also be made only after reimbursement of costs.

7. Liability for material defects/compensation

7.1

The orderer is obliged to inspect the goods immediately for transport damage, wrong delivery and deviations from defects. Transport damage shall be claimed against the carrier. As far as AIRNERGY International GmbH has agreed to take over the transport risk, claims of the customer for transport damages shall be excluded if the customer fails to notify the carrier of the damages and to notify AIRNERGY International GmbH immediately.

The customer shall notify AIRNERGY International GmbH in writing of obvious defects within 2 weeks after receipt of the goods. If the customer is a merchant, the provisions of §§ 377, 378 HGB (German Commercial Code) shall apply.

7.2

In the event of a material defect within the meaning of § 434 BGB, AIRNERGY International GmbH shall be entitled to repair or replace the goods at its own discretion. This provision shall not apply if the order is a purchase of consumer goods within the meaning of §§ 474 et seq. BGB. If the second attempt at repair or replacement also fails, the purchaser is entitled to withdraw from the contract or reduce the purchase price.

7.3

Warranty claims shall not exist in particular if

a) the defect is due to the fact that the AIRNERGY International GmbH has made changes or extensions to the object of purchase or has provided it with spare parts neither approved by AIRNERGY International GmbH nor supplied by it.
b) the defect is due to improper use, operation, lack of care or maintenance or to violent effects
c) the defect is due to wear and tear.

7.4

AIRNERGY International GmbH shall only be obliged to rectify the defect or to deliver a replacement, if the customer has paid the remuneration corresponding to the value of the defective performance.

7.5

Only the Purchaser shall be entitled to claims for material defects and such claims shall not be assignable. Further claims of the customer beyond the statutory claims are excluded.

7.6.1

The Purchaser’s claim for damages due to a breach of duty by AIRNERGY International GmbH, its legal representatives or vicarious agents, in particular for damage not occurring to the delivery item itself, for lost profit or other financial losses, shall be excluded.

7.6.2

This limitation of liability shall not apply in case of intentional or negligent breach of a primary contractual obligation by AIRNERGY International GmbH, its legal representatives or vicarious agents. In case of a slightly negligent breach of a main contractual obligation AIRNERGY International GmbH shall be liable at most up to the typically foreseeable damage, which usually does not exceed the purchase price of the ordered goods. The liability is limited to damages to the ordered goods.

7.6.3

The limitation of liability with respect to secondary obligations shall also not apply in case of intentional or grossly negligent breach of duty by AIRNERGY International GmbH, its legal representatives or vicarious agents.

7.6.4

Liability shall also not be excluded in the event of damage to life, body or health.

7.6.5

Furthermore, the limitation of liability shall not apply if the Buyer asserts claims for damages due to non-fulfilment in accordance with §§ 463, 480 para. 2 BGB (German Civil Code) due to the absence of a warranted characteristic.

7.6.6

The provisions of 7.6.3. and 7.6.4. shall not apply if the customer is a commercial customer.

7.7

The limitation period for claims arising from liability for material defects in the case of a purchase of consumer goods pursuant to §§ 474 et seq. BGB 2 years, otherwise 1 year, calculated from the time of the transfer of risk. This period shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims in tort are asserted.

8. Retention of title

8.1

AIRNERGY International GmbH shall retain title to the delivered goods until full payment of all claims AIRNERGY International GmbH is entitled to against the Customer and, if the Customer is a merchant, beyond that arising from the business relationship with the Customer, regardless of the legal grounds.

8.2

In the event that the Customer acts in breach of contract, in particular in the event of default in payment, AIRNERGY International GmbH shall be entitled to demand the return of the goods sold. Taking back the goods shall not constitute a withdrawal from the contract, unless AIRNERGY International GmbH expressly declares this in writing.

8.3

The customer shall be entitled to resell the goods delivered under reservation of title within the scope of his business operations. The Customer shall assign to AIRNERGY International GmbH in advance any claims arising from the resale of the goods or on any other legal grounds in the amount of the claims AIRNERGY International GmbH is entitled to against the Customer.

8.4

The Buyer shall be obligated to treat the goods delivered under reservation of title with care and to insure them against destruction and loss at his own expense until the transfer of title.

9. Data Protection

The buyer agrees that personal data of his order will be stored electronically and processed for the purposes of the business relationship in accordance with the statutory provisions.

10. Applicable law, place of performance and jurisdiction

German law applies to all contractual relationships to the exclusion of the UN Sales Convention.

Place of performance for all claims arising from the contractual relationship is Hennef. Siegburg is agreed upon as the place of jurisdiction for all disputes, provided the customer is a merchant.

11. Miscellaneous

11.1

Subsidiary agreements and amendments to this contract are only legally effective if they are confirmed in writing by AIRNERGY International GmbH.

11.2

Should a provision or part of a provision of these General Terms and Conditions or of a contract referring to them be invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to reach a new agreement which comes as close as possible to the economic purpose of the invalid provision and which they would have agreed upon if they had known of its invalidity.