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 an objection by the customer, the customer accepts the GTC. Any reference by the customer to its own terms and conditions is hereby rejected. The terms and conditions provided by Airnergy International GmbH at the time of conclusion of the contract shall apply. These can be viewed and printed on the website of Airnergy International GmbH.
2. Conclusion of contract
By sending/transmitting the signed form, the purchaser offers Airnergy International GmbH to conclude a purchase/works delivery contract. He is bound to his request for four weeks.
The contract is concluded when Airnergy International GmbH has confirmed the acceptance of the order of the more detailed purchase items in writing within this period or the delivery has been executed. However, Airnergy International GmbH is obliged to inform the customer immediately if the order is not accepted. The details of goods and prices are subject to, among other things, adjustment due to technical changes in the products offered.
Unless otherwise agreed, the prices are ex works, the statutory value added tax is not included in the prices, it will be shown separately in the invoice in the statutory amount on the day of invoicing. Cost estimates for repair expenses are always subject to a charge.
4. Terms of payment
Payment is always made by advance bank transfer to the account of Airnergy International GmbH. At the request of the customer, delivery will be made by cash on delivery. The costs incurred shall be borne by the customer. Airnergy International GmbH is free to choose the delivery company. Airnergy International GmbH may also deliver against invoice at its own discretion.
Invoices are due for payment immediately without deduction.
Payments are to be made directly to Airnergy International GmbH. Employees of Airnergy International GmbH are only authorized to accept payments with a written power of attorney for collection.
In case of default of payment, Airnergy International GmbH shall be entitled to charge default interest in the amount of 5% above the respective discount rate of the Deutsche Bundesbank, without prejudice to the assertion of further damages caused by default. The customer may prove to Airnergy International GmbH that no damage or substantially less damage has been incurred as a result of the delay in payment.
The Purchaser shall only be entitled to set off counterclaims which are undisputed or have been finally adjudicated. If the Purchaser is a merchant, he shall only be entitled to exercise a right of retention if the counterclaim is undisputed or has been finally determined by a court of law.
5. Delivery time/Delay
Airnergy International GmbH makes every effort to meet the stated delivery dates. However, stated delivery times are always approximate and non-binding. Partial deliveries are permissible.
Compliance with the delivery obligation of Airnergy International GmbH requires the timely and proper fulfillment of the customer's duty to cooperate. If the customer is in default of acceptance or violates the obligation to cooperate, Airnergy International GmbH is entitled to claim compensation for damages including any additional expenses. If the customer does not comply with his obligation to accept the goods even after another 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, these shall amount to a flat rate of 20% of the agreed purchase price. The compensation shall be higher or lower if Airnergy International GmbH proves a higher damage or the customer proves a lower damage.
6. Shipment/Transfer of risk
Unless otherwise agreed, the place of performance shall be the distribution warehouse of Airnergy International GmbH in Hennef.
Shipment is at the expense and risk of the customer. Insurance of the goods against transport damage is at the expense of the customer.
In the event of a complaint about the goods, the purchaser shall bear the costs of returning the goods to the place of performance and shipping them to himself after repair/replacement. This regulation is only valid for commercial customers. It shall also apply to customers with a delivery address outside the Federal Republic of Germany. In such a case, the customer shall arrange for the transport to the place of performance.
If the purchaser complains about the goods and it is determined that there is no defect for which Airnergy International GmbH is liable under liability for material defects or warranty, the purchaser shall bear the costs of transport in any case. The goods will also only be returned to the purchaser after the costs have been reimbursed.
7. Liability for material defects/compensation for damages
The purchaser is obliged to inspect the goods immediately for transport damage, wrong delivery and deviations from defects. Transport damages are to be claimed against the carrier. Insofar as Airnergy International GmbH has agreed to assume the risk of transport, claims of the customer due to transport damage are excluded if the customer fails to notify the carrier of the damage and to notify Airnergy International GmbH immediately.
The customer shall notify Airnergy International GmbH in writing of any obvious defects within 2 weeks after receipt of the goods. If the customer is a merchant, the provisions of §§ 377, 378 HGB shall apply.
If there is a material defect within the meaning of § 434 BGB (German Civil Code), 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 ff. BGB (German Civil Code). If the second attempt at rectification or replacement delivery also fails, the customer shall be entitled to withdraw from the contract or to reduce the purchase price.
Warranty claims do not exist in particular if:
a) the defect is due to the fact that the purchaser 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, inadequate care or maintenance or to violent influences.
c) the defect is due to wear and tear.
Airnergy International GmbH shall only be obligated to repair or replace the defective goods or services if the customer has paid a fee corresponding to the value of the defective goods or services.
Only the Purchaser shall be entitled to claims based on material defects and such claims shall not be assignable. Further claims of the purchaser other than those provided for by law are excluded.
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 damages that did not occur to the delivery item itself, for lost profit or other financial losses is excluded.
This limitation of liability shall not apply in the event of intentional or negligent breach of a principal contractual obligation by Airnergy International GmbH, its legal representatives or vicarious agents. In the event of a slightly negligent breach of a principal contractual obligation, Airnergy International GmbH shall be liable at most up to the typically foreseeable damage, which as a rule does not exceed the purchase price of the ordered goods. Liability is limited to damage to the ordered goods.
The limitation of liability shall likewise not apply with respect to ancillary obligations in the event of an intentional or grossly negligent breach of duty on the part of Airnergy International GmbH, its legal representatives or vicarious agents.
Liability shall likewise not be excluded in the event of damage resulting from injury to life, limb or health.
Furthermore, the limitation of liability shall not apply if the Purchaser asserts claims for damages due to non-performance in accordance with Sections 463, 480 (2) of the German Civil Code (BGB) on account of the absence of a warranted quality.
The provisions of 7.6.3. and 7.6.4. shall not apply if the Customer is a commercial customer.
The limitation period for claims arising from liability for material defects shall be 2 years in the case of a purchase of consumer goods pursuant to §§ 474 ff. BGB (German Civil Code) is 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 a defect, insofar as no claims in tort are asserted.
8. Retention of title
Airnergy International GmbH retains title to the delivered goods until full payment of all claims to which Airnergy International GmbH is entitled against the customer and, if the customer is a merchant, beyond that, arising from the business relationship with the customer, regardless of the legal basis.
In case of breach of contract by the customer, in particular in case of default of payment, Airnergy International GmbH shall be entitled to demand 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.
The customer shall be entitled to resell the goods delivered under reservation of title in the course of his business. The customer shall assign to Airnergy International GmbH in advance any claims resulting from the resale of the goods or any other legal ground to the amount of the claims to which Airnergy International GmbH is entitled against the customer.
The customer is obliged 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.
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 shall apply to all contractual relationships to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Place of performance for all claims arising from the contractual relationship is Hennef. Siegburg is agreed as the place of jurisdiction for all disputes, provided that the customer is a merchant.
Subsidiary agreements and amendments to this contract are only legally effective if they are confirmed in writing by Airnergy International GmbH.
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 if they had known of its invalidity.