Ankrit

General Terms and Conditions (GTC)
Ankrit Technologies GmbH, Augsburg

Scope
1. These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services relating to mechanical engineering and research and development (R&D) between Ankrit Technologies GmbH (hereinafter referred to as the “Provider”) and the customer (hereinafter referred to as the “Customer”), unless expressly agreed otherwise in writing.
2. Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, unless the Provider expressly agrees in writing that they shall apply.
Offer & conclusion of contract
1. Our offers are subject to change and non-binding, unless it is stated expressly that they are binding. They are only to be understood as an invitation to place an order. Unless a date is specified, the offer is valid for 4 weeks.
2. The Provider reserves all legal rights of exploitation without restriction to any attached cost estimates, drawings and other documents or data. The documents may only be made accessible to third parties with the Provider’s prior consent and must be destroyed promptly if they do not lead to an order.
3. The details provided in catalogues, brochures, circulars, ads, illustrations, price lists and other documents with regard to dimensions, weights, performance and similar information are only approximate details, unless they have been expressly confirmed as binding in writing as an integral part of the offer.
4. We reserve the right to make improvements and changes that deviate from offers and brochures that do not negatively affect the purpose of the contract and are reasonable for the Customer.
5. We may transfer contractual services in whole or in part to third parties (vicarious agents), in particular if services require expert specialists.
6. The contract shall only be concluded on written order confirmation or execution of the order, whichever occurs first.
Documents and design changes
1. The Customer undertakes to provide us with all the necessary documents for execution of the order and to provide us in writing with all the information necessary and useful for execution of the order on an ongoing basis, as well as to declare the approvals required for partial performance.
2. The Customer reserves the right to make changes to the design. Such changes must be communicated to us in writing and shall be taken into account as far as possible in further performance of the contract. If additional services are required in connection with changes made by the Customer, such additional services shall incur an additional charge on the basis of comparable items and, in the absence of such comparable items, as appropriate in accordance with customary practice.
3. We reserve title and copyrights to sketches, illustrations, diagrams, drawings, calculations, design details and other documents. This also applies to written documents that are marked as “confidential”. Our express written consent must be obtained before disclosing them to third parties.
Price and terms of payment; offsetting
1. Unless otherwise agreed, prices are ex works and exclusive of packaging, freight, insurance and other incidental costs. Orders for which no prices have been agreed shall be invoiced at the list prices valid on the day of delivery and on the basis of the materials and working hours actually incurred.
2. Prices are in euros as net prices plus VAT.
3. Invoices shall be due for payment without deduction within 14 days of the invoice date, unless another term of payment has been agreed.
4. In the event of late payment, the Provider shall be entitled to charge interest on arrears at a rate of 9% above the applicable base rate of interest. Our claims for compensation for greater loss remain unaffected.
5. Only counterclaims that we have recognised or are that are legally established may be offset against our claims.
Delivery dates, delivery periods & late delivery
1. The delivery time is the date specified in the order confirmation.
2. If the Customer does not provide the documents to be procured by the Customer, such as necessary authorisations and approvals, in particular plans, and does not comply with the agreed terms of payment and other obligations and items to be provided by the Customer, in good time, the delivery date shall be postponed accordingly.
3. If the Provider is prevented from fulfilling its obligation by the occurrence of unforeseeable, exceptional circumstances that it could not avert, despite exercising reasonable care in the specific circumstances, the delivery period shall be extended by a reasonable amount. If delivery becomes impossible as a result of such circumstances, the provider shall be released from the obligation to deliver.
4. If the Provider proves that it was not supplied on time by its suppliers despite careful selection of its suppliers and despite concluding the necessary contracts on reasonable terms, the delivery period shall be extended by the period of delay caused by the failure of its suppliers to deliver to the Provider on time. In the event that it is impossible for its suppliers to deliver to the Provider, the Provider shall be entitled to withdraw from the contract.
5. Partial deliveries are generally permitted.
Call-off orders & custom-made products
1. For call-off orders for fixed quantities, we reserve the right to procure the material for the whole order and to manufacture the whole order immediately. Any change requests by the Customer can no longer be taken into account after the order has been placed, unless the Customer has expressly reserved the right to make such changes in writing.
2. For call-off orders, the Customer must call off the agreed quantity within 12 months, unless otherwise agreed.
Shipping & transfer of risk
1. If shipping (loading and transport) of the goods is delayed for a reason for which the Customer is responsible, the Provider shall be entitled to store the goods at the Customer’s expense and risk, to take all measures that are considered appropriate to preserve the goods and to invoice the goods as delivered.
2. If the goods are sent to the Customer at the Customer’s request, the risk of accidental loss and accidental deterioration of the item to be delivered shall pass to the Customer when the item to be delivered is handed over to the forwarding agent, carrier or shipping agent. This shall also apply if it is not sent from the place of performance and/or the supplier bears the freight costs.
Warranty
1. We guarantee that the design and materials are free of defects in accordance with the current state of the art and that we manufacture the products in accordance with the applicable technical standards.
2. A characteristic shall only be provided under warranty where we have expressly given an undertaking of warranty in writing.
3. The warranty period is 12 months from delivery.
Defects
1. The Customer must inspect the goods that we deliver immediately on receipt and must report any obvious defects and missing quantities to us in writing within 10 days. If the Customer does not given written notice of defects, the goods shall be deemed to have been approved.
2. If there are defects or the goods do not have warranted characteristics, we shall be entitled to rectify the defect. We may also choose to make replacement deliveries; the Customer cannot demand a replacement delivery. Only if rectification is impossible, several attempts at rectification have failed or rectification of the replacement delivery is not done may the Customer demand cancellation of the contract or a reduction in price. The replacement delivery must be made within a reasonable period of time, taking into account the interests of both parties.
3. There shall be no claim for defects in the following cases:
  - only insignificant deviations from the agreed quality;
  - only insignificant negative impact on usability;
  - natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective work or as a result of particular external influences that are not assumed under the contract;
  - and in the event of non-reproducible software errors. If the Customer or third parties carry out improper changes, installation/removal or repair work, there shall be no claims for defect relating to such changes and the resulting consequences.
4. If we negligently breach a contractual obligation, our liability to pay compensation for damage or personal injury shall be limited to the sum insured under our product liability insurance. We are happy to provide the Customer with access to our policy, on request.
Retention of title
1. The delivered goods shall remain our property until payment in full of all claims under the business relationship between us and the Customer.
2. The Customer is authorised to resell the reserved goods in the normal course of business; however, it is not permitted to pledge them or to assign them as security.
Sample deliveries
1. We mark sample deliveries expressly as such.
2. Samples are not intended to be retained by the Customer, but must be returned to us in their original condition no later than 4 weeks from the date of shipping. We may refuse to take back samples that do not meet these requirements.
3. In the event of justified refusal to take back the samples or in the event that the Customer wishes to keep the samples, we shall be entitled to charge the list price applicable at the time of delivery.
Infringement of third-party copyrights and industrial property rights
1. The Customer shall be responsible for checking that the documents provided by the Customer do not infringe any third-party rights, in particular any copyrights or industrial property rights (registered designs, patents, utility models, trademarks).
2. If claims are asserted against the Provider by third parties on the basis of the use, exploitation or reproduction of the documents and other items provided by the Customer or on the basis of the infringement of copyrights and/or industrial property rights or on the basis of breach of the German Act against Unfair Competition (UWG), the Customer shall support the Provider in defending against such infringements and shall compensate the Provider for all loss (including legal fees and costs of proceedings) incurred by the Provider as a result.
Place of performance, place of jurisdiction and choice of law
1. The place of performance for all claims and legal disputes is Augsburg.
2. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Final provisions
1. Amendments and supplements to this contract must be made in writing.
2. If specific provisions of these GTC are or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

30/09/2024