Updated 11 / 2021

TERMS AND CONDITIONS (GTC)

§ 1. General

1.1. These General Terms and Conditions (hereinafter also "GTC") apply exclusively to our (Ape Labs GmbH, Landwehrstraße 26, 97249 Eisingen) deliveries and services to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "customer/customers"). We only accept terms and conditions or purchasing conditions of the customer that conflict with or deviate from our GTC if we have expressly agreed to them in writing. They also have no effect if we have not objected to them in individual cases. All communication within the scope of the declarations relevant to the contract takes place in German.

1.2. These Terms and Conditions do NOT apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).

1.3. Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the customer's order or in the version last communicated to the customer in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.4. The assignment of claims against us to third parties is excluded. Section 354 a of the German Commercial Code remains unaffected.

1.5. Individual agreements made with the customer in individual cases (including collateral agreements, additions and changes) always take precedence over these General Terms and Conditions. The content of such agreements is determined, unless there is evidence to the contrary, by a written contract or our written confirmation.

1.6. Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and other evidence, particularly in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

1.7. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

§ 2. Offer / Scope of delivery

2.1. Our offers are subject to change. The presentation and advertising of articles in our online shop represent a non-binding invitation to the customer to order goods from us.

2.2. By submitting an order via the online shop by clicking on the "order with payment" button, the customer submits a binding offer to conclude a purchase contract. You are bound to the order for a period of two weeks after placing the order. Input errors can be corrected by going back in the ordering process before confirming the order.

2.3. We will immediately confirm receipt of your order placed via our online shop by email. Such an email does not constitute a binding acceptance of the order unless it also declares acceptance in addition to confirmation of receipt.

2.4. A contract is only concluded when we accept your order by means of a separate order confirmation or by delivering the ordered items.

2.5. The contract text is stored by us and made available to the customer. The customer can view the information via his own account in our customer portal in the first 60 days after the contract is concluded and, if necessary, download, print or save it via his browser. After this, there is no longer any access to the contract text.

2.6. The documents that accompany an offer we make, such as illustrations, drawings, weight and dimensions, are only guidelines. Deviations from product specifications are permitted provided they are insignificant, do not represent a material defect and have not been bindingly promised.

2.7. We reserve ownership and copyright to drafts, catalogues, advertising materials, illustrations, drawings, calculations and other documents. This also applies to written documents that are marked as "confidential". The customer requires our express written consent before passing them on to third parties.

§ 3. Information / advice

We provide information and technical advice to the best of our knowledge based on our experience. However, all information and details regarding the suitability and application of our goods are non-binding and do not exempt the customer from carrying out their own checks. Section 10 of these General Terms and Conditions applies to any liability.

§ 4. Prices

4.1. Unless otherwise stated in our order confirmation, our prices are ex works, excluding packaging, insurance, freight and any surcharge for small quantities. These items will be invoiced separately. The customer is responsible for disposing of the packaging at his own expense.

4.2. All prices are net prices without VAT. VAT will be calculated and shown separately on the invoice at the statutory rate on the day of invoicing.

§ 5. Payments

5.1. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation. In the event of late payment, the provisions of section 5.2 apply, as well as the statutory rules regarding late payment.

5.2. The customer is in default upon expiry of the above payment deadline. During the period of default, the purchase price will be subject to interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. Our claim to commercial default interest (Section 353 of the German Commercial Code) remains unaffected with regard to merchants.

5.3. The customer is only entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights remain unaffected, in particular in accordance with Section 9.3 Sentence 2 of these General Terms and Conditions.

5.4. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the customer's inability to pay, we are entitled to refuse performance and - if necessary after setting a deadline - to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code).

§ 6. Delivery

6.1. Unless otherwise agreed, delivery will be made ex warehouse, which is also the place of performance for delivery and any subsequent performance. At the customer's request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

6.2. Delivery dates and delivery periods, which can be agreed upon either bindingly or non-bindingly, must be stated in writing and are only agreed upon subject to correct and timely delivery by our suppliers.

6.3 The agreed delivery period is met if the delivery item is ready for collection at the factory or warehouse by the time the delivery period expires.

6.4. War, strikes, lockouts, shortages of raw materials and energy, traffic and unavoidable operational disruptions, orders from higher authorities - even if they make the execution of the affected business uneconomical for the foreseeable future - as well as all other cases of force majeure, including those affecting our suppliers, release us from the obligation to deliver for the duration of the disruption and to the extent of its effects. Such events entitle us to withdraw from the contract in whole or in part without the customer having any right to compensation.

6.5 Partial deliveries are permissible and must be paid for in accordance with the terms and conditions, provided they are reasonable for the customer.

§ 7. Transfer of risk and acceptance

7.1 The customer must collect/accept the delivery item immediately after it has been made available at the factory or warehouse.

7.2. If the delivery item is sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the delivery item passes to the customer when the delivery item is dispatched, or at the latest when it leaves the factory or warehouse. This applies regardless of who bears the freight costs.

7.3. If the customer defaults on acceptance, we are entitled to demand reimbursement of the expenses incurred by us; upon the occurrence of default on acceptance, the risk of accidental deterioration and accidental loss passes to the customer.

7.4. Delivery items must be accepted by the customer, even if they have minor defects, without prejudice to the rights under Section 9 of these Terms and Conditions.

§ 8. Retention of title

8.1. The delivery items remain our property (reserved goods) until all claims, regardless of the legal basis, arising from the legal relationship underlying the delivery have been settled.

8.2. If the customer processes, combines or mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the value of the other goods used. If our ownership expires as a result of processing, combining or mixing, the customer hereby transfers the ownership rights to the new inventory or item to which he is entitled in the amount of the value of the reserved goods and shall store them for us free of charge. The co-ownership rights arising from this shall be deemed to be reserved goods within the meaning of Section 8.1.

8.3. The customer is only entitled to process the reserved goods, combine them with other items, mix them or resell them within the scope of proper business operations and as long as he is not in default. Any other disposal of the reserved goods is prohibited. Any seizure or other access to the reserved goods by third parties must be reported to us immediately. All intervention costs are borne by the customer unless they can be collected from the third party. If the customer grants his buyer a deferral of the purchase price, he must reserve title to the reserved goods under the same conditions under which we reserved title upon delivery of the reserved goods. Otherwise, the customer is not authorized to resell the goods.

8.4. The customer's claims from the resale of the reserved goods are hereby assigned to us. They serve as security to the same extent as the reserved goods. The customer is only entitled and authorized to resell the goods if it is guaranteed that the claims to which he is entitled from this will be transferred to us.

8.5. If the customer sells the reserved goods together with other goods not supplied by us for a total price, the claim from the sale shall be assigned in the amount of the invoice value of the reserved goods sold in each case.

8.6. The customer is authorized to collect the claims assigned to us until we revoke this authorization. We are entitled to revoke this authorization if the customer does not properly meet his payment obligations arising from the business relationship with us. If the conditions for exercising the right of revocation are met, the customer must, at our request, immediately inform us of the assigned claims and their debtors, provide all information required to collect the claims, hand over the relevant documents to us and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves.

8.7. If the value of the securities existing for us exceeds the secured claims by more than ten (10) percent in total - in the case of a realisation risk by more than fifty (50) percent - we are obliged to release securities of our choice at the customer's request.

8.8. If we assert the retention of title, this shall only be deemed to be a withdrawal from the contract if we expressly declare this in writing. The customer's right to own the reserved goods shall expire if he fails to fulfil his obligations under this contract.

§ 9. Warranty, material defects

9.1. The customer's warranty claims in the event of defects are governed by the statutory provisions within the statutory time limits, unless deviations arise from the following provisions.

9.2. If the delivered item is defective, we can initially choose whether to provide subsequent performance by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

9.3. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a portion of the purchase price that is appropriate in relation to the defect.

9.4. The customer must give us the time and opportunity required to provide the subsequent performance owed, in particular by handing over the goods in question for inspection purposes.

9.5. We will bear the costs required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. Otherwise, we can demand reimbursement from the customer for the costs incurred as a result of the unjustified request for remedy of the defect (in particular inspection and transport costs), unless the lack of defect was not apparent to the customer.

9.6. When purchasing new delivery items, the customer’s warranty claims for defects expire one year after receipt of the delivery items.

9.7. When purchasing used items, the customer’s warranty claims are excluded.

9.8. The limitation period of one year or the exclusion of the warranty does not apply if the obligation to pay compensation is based on physical injury or damage to health due to a defect for which we are responsible due to intentional conduct or gross negligence, including that of our vicarious agents. Notwithstanding this, we are liable under the Product Liability Act.

9.9. The warranty is void if the customer modifies the delivery items without our consent, has them modified by third parties or uses them improperly and this makes the rectification of defects impossible or unreasonably difficult. In any case, the customer must bear the additional costs of rectifying defects resulting from the modification.

9.10. The customer is obliged to inspect the delivery item for any defects upon delivery and to notify us of these immediately in writing. The relevant provisions and legal consequences of the German Commercial Code (HGB) apply accordingly.

9.11. If a complaint of defects proves to be unjustified, the customer shall reimburse us for all expenses incurred as a result.

§ 10. Liability for damages due to negligence

10.1. Our liability for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this clause 10 to the extent that fault is relevant in each case.

10.2. We are not liable in the event of simple negligence unless it involves a breach of essential contractual obligations. Essential contractual obligations are those that grant the contracting parties the right that the contract must grant according to its content and purpose, in particular the obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contracting partner regularly relies and may rely.

10.3. To the extent that we are liable for damages in accordance with clause 10.2, this liability is limited to damages that we foresaw as a possible consequence of a breach of contract when the contract was concluded or that we should have foreseen if we had exercised due care. Indirect damages and consequential damages that are the result of defects in the delivered items are also only compensable to the extent that such damages are typically to be expected when the goods are used as intended.

10.4. The above exclusions and limitations of liability apply to the same extent to our bodies, legal representatives, employees and other vicarious agents.

10.5. If we provide technical information or advice and this information or advice is not expressly part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.

10.6. The limitations of liability in this Section 10 shall not apply to our liability for (i) intentional or grossly negligent conduct, (ii) guaranteed characteristics, (iii) injury to life, body or health or (iv) under the Product Liability Act.

§ 11. Miscellaneous

11.1 The substantive law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.2. Unless otherwise stated in the order confirmation, our place of business is the place of performance.

11.3. If these terms and conditions require a “written” transmission, this can be done in electronic form (Section 126a of the German Civil Code) or in text form (Section 126b of the German Civil Code), whereby the sender is responsible for providing proof of receipt.

11.4. If the customer is a merchant, a legal entity under public law or a special fund under public law, Würzburg is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer is based abroad.