General Sales Conditions of ants & friends GmbH
1. Scope of application
All deliveries, services and offers of ants & friends (“a&f”) are made exclusively on basis of these general terms and conditions. They are an integral part of all contracts which a&f concludes with the customers, who is entrepreneur and/or merchant. The general terms and conditions also apply to all future deliveries, services or offers to the same customer, even if they are not agreed again separately.
2. Notification obligations
a) If the purchase is a commercial transaction for both contracting parties, the customer has to examine the object of purchase immediately after delivery by a&f, as far as this is common due to regular business operations, and notify a&f immediately if a defect shows up.
b) If the customer fails to make the notification, the object of purchase shall be deemed to be accepted, unless it is a defect that was not apparent during the examination.
c) If such a defect appears later, the notification must be made immediately after discovery. Otherwise, the object of purchase shall also be deemed approved in respect of this defect.
d) The timely sending of the notification is sufficient to preserve the customer‘s rights.
e) Minor deliveries of up to 5% shall not be considered as a defect. Excessive deliveries of up to 5% will be accepted and paid by the customer.
3. Place of performance, time of performance, partial performance, reservation of the right to rescind
a) Place of performance for deliveries, services and payments (including check and bill of exchange) is the registered office of a&f at the time of conclusion of the contract.
b) Delivery times indicated by a&f are always non-binding, unless they have been expressly stated as binding in writing.
c) a&f is entitled to partial services if this is reasonable for the customer.
d) a&f delivers subject to the provision of self-delivery. Insofar as a&f‘s self-delivery fails for reasons for which a&f is not responsible, a&f shall be entitled to withdraw from the performance of the contract. In this case, a&f undertakes to inform the customer immediately about the lack of self-delivery and to refund any received compensation without delay.
a) If the customer does not pay on a reminder of a&f, which occurs after the due date, the customer is in default by the time of receiving the reminder. The customer shall be in default at the latest if he does not make payment within 30 days after the due date and receipt of an invoice or equivalent payment schedule. If the time of receipt of the invoice or payment order is unsafe, the customer shall be in default at the latest 30 days after the due date and receipt of the object of purchase.
5. Passing of risk, warranty, liability
The risk shall pass to the customer at the latest when the delivery item is handed over (start of the loading process) to the forwarding agent, carrier or other third party designated to carry out the delivery. If the dispatch or the handover is delayed due to a circumstance caused by the customer, the risk shall pass to the customer from the day on which the delivery item is ready for dispatch and a&f has notified the customer thereof.
b) The choice of the type of supplementary performance (removal of the defect or delivery of a defect-free object of purchase) remains reserved for a&f.
c) Warranty claims by the customer shall lapse in the cases of lit. d) sentences 1 and 2 according to the statutory provisions and otherwise 12 months after the transfer of risk according to lit.
d) a&f shall be liable, irrespective of the following limitations of liability, according to the legal provisions for damages to life, body and health which are based on a negligent or intentional breach of duty by a&f, its legal representatives or vicarious agents, as well as for damages which are covered by liability under the Product Liability Act. For damages which are not covered by sentence 1 and which are based on intentional or gross negligent breaches of contract by a&f, its legal representatives or vicarious agents, a&f is liable according to the legal provisions. In this case, the liability is limited to foreseeable, typically occurring damage insofar as a&f, its legal representatives or vicarious agents have not acted deliberately. To the extent a&f has given aquality and / or durability warranty in respect to the object of purchase or parts of it, a&f shall also be liable under this warranty. For damages which are based on the absence of guaranteed fitness or durability, but which do not arise directly on the object of purchase, a&f is only liable if the risk of such damage is evidently comprised by the warranty.
e) a&f shall also be liable for damage caused by a simple negligent breach of such contractual obligations, whose fulfillment is necessary to ensure the correct execution of the contract in the first place and in which the customer regularly trusts and may trust. However, a&f is only liable as far as the damage is typically associated with the contract and as far as the damage is typically foreseeable.
f) Further liability is excluded without regard of the legal nature of the claim, in particular also for tort claims or claims for reimbursement of futile expenses instead of performance. Insofar as a&f‘s liability is excluded or restricted, this also applies to the personal liability of its employees, representatives and vicarious agents.
6. Reservation of title
a) Until fulfillment of all claims, including all balances due from current account, which are due to a&f against the customer, the delivered object of purchase remains in the property of a&f.
b) The customer must handle the reserved object of purchase with care and to insure it adequately at his cost against fire, water and theft damages.
c) The customer is entitled to dispose and/or use the reserved object of purchase properly in business transactions, if he is not in default with payment. Pledges or collateral assignments are prohibited. The customer assigns already all claims arising from the resale or any other legal basis (insurance, tort) with respect to the reserved goods (including all balance claims from current account). Herewith a&f accepts the assignment. a&f empowers the customer revocably to collect the assigned claims in his own name for his account. The authorization can be withdrawn at any time if the customer does not comply with his payment obligations properly. The customer is not authorized to assign the claim, also not for purpose of debt collection by way of factoring, unless the factor has the obligation to pay directly to a&f as long as a&f has due claims against the customer.
d) In case of access by third parties to the reserved object of purchase, especially in case of pledges, the customer will point out the property of a&f and notify a&f without delay, so that a&f can enforce its proprietary rights. If the third party is not able to reimburse us for the judicial or extrajudicial costs arising in this connection, the customer is liable for this.
e) a&f is obliged to release the securities to which we are entitled insofar as the realizable value of the securities exceeds the claims to be secured by more than 20%, the choice of securities to be released shall be the responsibility of a&f.
7. Prices, set-off
a) All prices are to be understood plus valid value added tax plus customs, transport, packaging and other incidental costs. All prices are ex works / warehouse a&f (INCOTERMS 2022), unless otherwise expressly agreed.
b) The customer is only entitled to set-off if the counterclaims are legally established, recognized by a&f or undisputed. The customer is only entitled to exercise a right of retention if his claim is based on the same contractual relationship.
8. Jurisdiction, applicable law
a) The court of jurisdiction is Bremen. However, a&f is also entitled to sue the customer at his place of business.
b) Relations between the contracting parties are governed exclusively by the law of the Federal Republic of Germany. The application of the UN purchase law is excluded.
9. Severability clause
Should one of the above provisions be or become invalid in whole or in part, the validity of the remaining regulations will not be affected. In the event of the invalidity or nullity of individual provisions, the parties are obliged to place in their place such a regulation which comes closest to the originally presented with retroactive effect.
Version: April 2022