Terms and Conditions
General terms and conditions of business
As of June 29, 2023
1. Scope
1.1. These General Terms and Conditions of Sale of Aplantis GmbH (hereinafter referred to as "Seller") apply to all contracts for the delivery of goods manufactured or traded by the Seller, which are concluded between an entrepreneur within the meaning of § 14 BGB (hereinafter referred to as "Customer") and the Seller.
1.2. The seller does not recognize any conflicting or deviating general terms and conditions of the customer unless the seller expressly agrees to their validity in writing. These General Terms and Conditions of Sale also apply if the seller, with knowledge of conflicting or deviating terms and conditions of the customer, carries out delivery to the customer without reservation.
1.3. The terms and conditions stated in the seller's offers and/or order confirmations shall take precedence.
1.4. These provisions do not apply to consumers as defined in § 13 of the German Civil Code (BGB).
2. Offer and conclusion of contract
2.1. The seller's offers are non-binding, particularly with regard to quantities, packaging, prices, and delivery times. Customer orders only become binding for the seller upon written order confirmation from the seller or upon delivery.
2.2. If the seller mentions Incoterms clauses in offers, the Incoterms 2020 apply. Unless otherwise agreed, the seller's offers state "ex works (EXW) 82362 Weilheim, Incoterms 2020".
3. Prices and payment terms
3.1. The seller's stated prices are net prices "ex works (EXW) 82362 Weilheim, Incoterms 2020" and are subject to statutory sales, packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and taxes, which may be charged separately.
3.2. Unless otherwise agreed, payments are due net within 14 days of the invoice date. Discounts may be deducted only if agreed upon in writing.
3.3. A payment is considered received as soon as the equivalent value has been credited to one of the seller's accounts.
3.4. From the 15th day after the invoice date, the customer is in default without further notice. In the event of default, the seller is entitled to default interest at a rate of 9 percentage points above the respective base interest rate. The seller's other legal rights in the event of default remain unaffected. If any invoices are overdue, incoming payments will first be applied to any costs and interest, and then to the oldest outstanding invoice.
3.5. The customer may only offset their own claims against claims of the seller and assert rights of retention if the customer's claim or rights of retention have either been legally established, acknowledged by the seller, or the counterclaim is related to the invoiced goods. The customer is free to pursue excluded claims in court.
3.6. If the customer defaults on payment or if there is a significant deterioration in their financial circumstances, the seller may declare all outstanding receivables immediately due and payable and obtain security for them. Furthermore, the seller is entitled to make any outstanding deliveries only against prepayment or provision of security if, after conclusion of the contract, the seller becomes aware of circumstances that are likely to significantly impair the customer's creditworthiness and thereby jeopardize the payment of the seller's outstanding receivables from the customer.
3.7. Should unforeseen cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers, etc.), the seller is entitled to pass the price increase on to the customer. However, this only applies if delivery is scheduled to take place more than four months after the conclusion of the contract.
4. Delivery and shipping conditions
4.1. Unless otherwise agreed, goods will be delivered by mail to the delivery address specified by the customer.
4.2. Unless the seller expressly and in writing confirms delivery dates as "fixed", they are only approximate and do not constitute fixed dates.
4.3. In the event of a delay in delivery, the customer must grant the seller a reasonable grace period of at least two weeks.
4.5 The seller is entitled to make partial deliveries, provided these relate to at least 25% of the order quantity. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.
4.6. In contracts that include multiple deliveries over a contractually agreed period, particularly in the case of call-off orders, each partial delivery is considered a separate transaction. A defective or untimely partial delivery does not affect the remaining outstanding delivery.
Part of the contract. The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the seller by its own suppliers. This applies only if the non-delivery is not the seller's fault and the seller has concluded a specific cover transaction with the supplier with due diligence. The seller will make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the payment will be refunded immediately.
4.7. The risk of accidental loss or damage to the goods sold passes to the customer as soon as the seller has handed the goods over to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided upon the customer's specific written request and at the customer's expense.
4.8. If the shipment of goods to the customer is delayed for reasons attributable to the customer, the risk passes to the customer upon notification of readiness for shipment. Any storage costs incurred after the transfer of risk shall be borne by the customer.
5. Force Majeure
5.1. If the seller is prevented from performing due to force majeure, i.e., unavoidable impediments to performance lasting more than 14 calendar days, the seller will inform the customer in writing in a timely manner. In this case, the seller is entitled to postpone performance for the duration of the impediment or to withdraw from the contract in whole or in part with respect to the unfulfilled portion, provided the seller has complied with the aforementioned obligation to inform the customer and has not assumed the risk of performance. Force majeure includes: pandemics, epidemics, natural disasters, strikes, lockouts, government intervention, energy and raw material shortages, unavoidable transport bottlenecks, unavoidable operational disruptions such as those caused by fire, water damage, or machinery breakdowns, and all other impediments that, from an objective standpoint, were not caused by the seller's fault.
5.2. If a delivery or performance date or period is bindingly agreed upon and, due to events as described in section 5.1 above, the agreed delivery or performance date or period is exceeded by more than four weeks, or if, in the case of non-binding performance dates, adherence to the contract is objectively unreasonable for the seller, the seller is entitled to withdraw from the contract with respect to the unfulfilled portion. The seller is not entitled to any further rights in this case, in particular claims for damages.
5.3. In the event that the seller is unable to perform its services on time due to a direct or indirect effect of the so-called COVID-19 pandemic, and proper execution of the contract is no longer possible, the seller is entitled either to withdraw from the contract or to postpone the performance date without incurring any liability. For the avoidance of doubt: the customer is not entitled to terminate the contract due to a delay caused directly or indirectly by the so-called COVID-19 pandemic.
6. Delay in performance at the customer's request
6.1. If, at the customer's request, shipment or delivery of the goods is delayed by more than one month after notification of readiness for shipment, the seller may charge the customer storage fees of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The parties remain free to prove a higher or lower amount of damages.
7. Retention of title
In the event that the seller is unable to perform their obligations on time due to a direct or indirect effect of the so-called COVID-19 pandemic, and proper execution of the contract is no longer possible, the seller is entitled either to withdraw from the contract or to postpone the performance date without incurring any liability. To avoid any doubt: the customer is not entitled to terminate the contract due to a delay caused directly or indirectly by the so-called COVID-19 pandemic.
7.1. The goods delivered by the seller remain the property of the seller until the purchase price has been paid in full.
7.2. If the customer has paid the purchase price for the delivered goods, but other liabilities arising from the business relationship between the seller and the customer have not yet been fully settled, the seller retains title to the delivered goods until all liabilities have been paid in full. This also applies if the seller's individual claims are included in a current account.
7.3. If the customer processes the goods supplied by the seller, the seller is considered the manufacturer and acquires direct ownership of the newly created goods. If the processing is carried out together with other materials, the seller acquires direct co-ownership of the new goods in proportion to the invoice value of the goods supplied by the seller relative to the value of the other materials.
7.4. If the goods supplied by the seller are combined or mixed with an item belonging to the customer in such a way that the customer's item is to be regarded as the principal item, it is agreed that the customer transfers co-ownership of the principal item to the seller in proportion to the invoice value of the goods supplied by the seller to the invoice value (or, in the absence of such, to the market value) of the principal item.
7.5. It is also agreed that the customer shall, at his own expense, securely, properly and carefully safeguard and insure the seller's retention of title and security interest, as well as the sole or joint ownership arising in accordance with clauses 7.3 and 7.4, each with appropriate marking.
7.6. The customer is entitled to resell goods owned (in part) by the seller in the ordinary course of business, provided that the customer fulfills its obligations arising from the business relationship with the seller in a timely manner. The customer hereby assigns to the seller all claims arising from the sale of goods to which the seller has retained title, effective immediately upon conclusion of the contract. If the seller has acquired co-ownership through processing, combining, or mixing, the assignment shall be in proportion to the value of the goods delivered by the seller under retention of title relative to the value of the goods sold by the customer.
7.7. The customer is not permitted to pledge or assign the goods as security to third parties. In the event of attachment or other interference by third parties with the seller's title to the goods, the customer must notify the seller immediately so that the seller can protect its rights. If the third party is unable to reimburse the seller for the legal or extrajudicial costs of pursuing the claim, the customer is liable for the resulting loss incurred by the seller.
7.8. At the seller's request, the customer shall provide all necessary information regarding the inventory of goods owned by the seller and the receivables assigned to the seller. Likewise, at the seller's request, the customer shall mark the goods owned or co-owned by the seller as such and inform its customers of the assignment.
7.9. In the event of default of payment by the customer, the customer is no longer entitled to resell or process the goods subject to our retention of title. The customer must immediately return these goods to the seller, provide all information regarding security interests, and hand over the relevant documents. The costs of protecting the seller's rights shall be borne by the customer. The revocation of the right to resell or process the goods does not in itself constitute a withdrawal from the contract. The seller's right to withdraw from the contract and claim damages for non-performance remains unaffected.
7.10. If the value of the securities to which the seller is entitled exceeds the total claims to be secured by more than 20%, the seller is obliged, upon written request of the customer, to release securities of a corresponding amount to be selected by the seller in favor of the customer.
7.11. If the retention of title under the provisions of this Clause 7.2 is not effective under the law of the state in which the Seller's products are located, the next effective legal security under that state that corresponds to the retention of title shall be deemed agreed upon. The Customer shall, if necessary, take all measures required to obtain the approval and maintenance of such a right.
8. Condition, obligation to inspect and give notice of defects, claims for defects
8.1. The only acceptable quality of the goods supplied by the seller is that described in the seller's order confirmation and in the respective specifications. The seller assumes no further warranty. Unless expressly agreed otherwise in writing, the agreed quality does not constitute any assurance of characteristics or a guarantee.
8.2. Goods designated as "merchandise" are merely traded by the seller and have not been processed or manufactured by the seller. A product sold as merchandise is delivered by the seller as purchased from the source; the seller assumes
This listing is solely for retailer purposes. The quality parameters of this product may differ from those of the seller's own merchandise, without this constituting a defect.
8.3. The prerequisite for any warranty rights of the customer is the proper fulfillment of all inspection and notification obligations owed under § 377 HGB.
8.4. In the event of timely and justified complaints, the customer's warranty claims are initially limited, at the seller's discretion, to replacement delivery or rectification of the defect. If subsequent performance fails, the seller may attempt subsequent performance a second time.
8.5. If the seller's subsequent performance fails, the customer may reduce the purchase price or, at his option, withdraw from the purchase agreement. Claims for damages under clause 9 remain unaffected.
9. Liability
9.1. The seller is liable to the customer for simple negligence in the event of injury to life, body or health, as well as for obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely (essential contractual obligations).
9.2. The seller is otherwise only liable for intent and gross negligence.
9.3. If the seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract.
9.4. Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
9.5. The foregoing liability provisions also apply with regard to the seller's liability for his vicarious agents and legal representatives.
9.6. The limitation period for claims based on defects is one year from delivery, unless mandatory statutory provisions stipulate a longer limitation period. The limitation period in the case of supplier recourse pursuant to Sections 445a, 445b, and 478 of the German Civil Code (BGB) remains unaffected; it is five years from the date of delivery of the defective goods to the customer.
10. Retention, assignment
10.1. The customer's rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.
10.2. The assignment of claims arising from the contract concluded with the customer by the customer, in particular the assignment of any warranty claims of the customer, is excluded.
11. Form, Applicable Law, Place of Jurisdiction, Place of Performance, Partial Invalidity
11.1. Unless expressly stipulated otherwise in these General Terms and Conditions of Sale, the seller's offers, or order confirmations, all declarations within the scope of the business relationship with the customer must be in writing (§ 126 German Civil Code). The written form requirement is satisfied by compliance with electronic form (§ 126a German Civil Code) or text form (§ 126b German Civil Code), unless electronic form or text form is expressly excluded in these General Terms and Conditions of Sale, the seller's offers, or order confirmations.
11.2. All legal relations between the parties shall be governed by the law of the Federal Republic of Germany, excluding the provisions of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.3. If the customer is a merchant, a legal entity under public law, or a special fund under public law, and has its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller's place of business. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the customer's professional or commercial activities. In the aforementioned cases, however, the seller shall in any event be entitled to bring an action before the court at the customer's registered office.
11.4. The place of performance is 82362 Weilheim.
11.5. The invalidity of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.
