Terms and conditions
Conditions of sale of the AXION AG Mobile Multimedia Systems
§ 1 Scope of application
The following conditions of the company AXION AG Mobile Multimedia Systems (hereinafter "AXION") apply to all transactions between AXION and the contracting party (the "purchaser" called in the following). All offers made by AXION and contracts between AXION and the purchaser are restricted solely to the following conditions of sale. By placing an order the customer agrees with these fully. These conditions of sale also apply to future business relations, even if they are not expressly agreed again.
Opposing or deviating conditions of the purchaser are not recognized by AXION, unless AXION has expressly agreed in writing.
These conditions of sale shall apply even if the AXION delivers to the purchaser without reservation in the knowledge of contrary or deviating forms of the purchaser from these terms and conditions.
All agreements made between AXION and the purchaser in realization of this contract are set forth in writing in this contract.
The following conditions of sale apply only to companies according to § 14 BGB
§ 2 Contract closing
The order shall only be deemed accepted if it has been confirmed by AXION in writing, by fax or by electronic means (eg e-mail); until then the offer of AXION is considered non-committal.
Telephonic, telegraphic or oral orders, amendments, modifications, etc. shall only be effective upon written confirmation of AXION. The sending of the confirmation by fax is sufficient. The written form may be replaced by electronic form (e-mail).
AXION is obliged to inform the purchaser without delay, if the order is not accepted.
Dimensions, weights, illustrations, descriptions and drawings are only binding for the executions, if expressly confirmed in writing.
Of illustrations, drawings, sketches and other documents AXION reserves the factual and intellectual property. They may not be reposted without permission of AXION and have to be returned unsolicited when the contract is not concluded, otherwise upon request, with the assurance that no copies were made. The purchaser is liable for any, these conditions contradictory use of illustrations in his possession.
§ 3 Prices and conditions of payment
Prices are subject to change and are net prices in EURO. From a value of € 750,-- on, the delivery is sent freely, otherwise AXION invoices for delivery a fixed sum from stock Weißenhorn, the amount resulting from the current price list for shipping and handling. For goods ordered individually for packaging and handling a fixed sum of € 10,-- is invoiced.
The VAT is not included in the prices. It will be shown separately in the invoice at the legal rate on the date of invoice.
AXION is entitled to adjust the prices according to cost increases between the order and the delivery.
Design changes and customer requests are additionally charged by AXION.
Unless stated in the order confirmation, payments are due 30 days after invoicing. For listed customers payments within 10 days may be deducted by a 2 % discount. For payments within 30 days the invoice amount is to be paid without deduction. Non-listed customer payments shall be made at cash on delivery or net prepayment. Bills of exchange are not accepted by AXION. Acceptance of checks for payment only. The costs of discounting and collection have to be paid by the purchaser.
The legal regulations regarding the consequences of late payment apply.
Offset rights to the purchaser are only adhered if his counterclaims have been legally established, undisputed or recognized by AXION. He may exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
AXION is entitled to credit payments first to older debts notwithstanding any other provisions of the purchaser. If costs and interest have already been incurred by delay, AXION is entitled to charge the payment first against the costs, then the interest and finally against the principal claim.
For international orders, cash payments in EURO have to be paid to the designated paying agent. Costs charged to the paying agent of AXION shall be reimbursed by the purchaser.
§ 4 Delivery time
Deliveries of goods are reserved to the ability to deliver the products. Binding delivery commitments are exclusively based upon written order confirmation.
Compliance with the delivery obligation requires the timely and proper fulfillment of the contractual obligations of thepurchaser. The defense of breach of contract is reserved.
If the purchaser defaults in acceptance or culpably violates other obligations to cooperate, AXION is entitled to demand compensation of her damage caused thereby including any additional expenses. Further claims or rights are reserved.
Partial deliveries remain expressly reserved to AXION.
Agreed delivery dates are regarded as kept, if AXION indicates the purchaser the shipping, inspection, or stock availability or the goods have left the factory.
AXION is liable under the statutory provisions if the delay in delivery is based on a willful or grossly negligent violation of contract by AXION. A fault of its representatives or vicarious agents may be blamed against AXION. If the delivery delay is based on a grossly negligent violation of contract by AXION, the liability for damages is limited to foreseeable, typically occurring damage.
The liability for damages due to late delivery is excluded in the case of ordinary negligence.
AXION is also liable under the statutory provisions, insofar as the delivery delay of AXION is based on a culpable breach of an essential contractual obligation. In this case, however, the liability for damages is limited to foreseeable, typically occurring damage.
The liability of AXION in case of delivery delay is limited in the form of a fixed sum compensation for each completed week of delay 0.5 % of the remaining deliverable value but to a maximum of 5 % of the residual value of the delivery.
§ 5 Transfer of risk, delivery, insurance
Unless otherwise stated in the order confirmation, delivery is agreed "ex works".
If the purchaser wants, AXION will cover the delivery by a transport insurance. This regard shall be borne by the purchaser
If a circumstance for which the purchaser is responsible causes the shipment or acceptance to be delayed or made impossible through no fault of AXION, the risk involved in the dispatch of the notification of the shipment or acceptance is transferred to the purchaser. The purchaser is liable for all resulting damages and additional costs.
§ 6 Liability for defects
AXION ensures that the products are free of defects. The production, development and construction is carried out with due care and in good faith.
In production according to the purchaser's drawing AXION is only liable for the execution compliant with the drawing.
AXION is left to the solution of design tasks, so a deficiency liability will only be invoked if the purchaser can prove that the product of AXION does not correspond to the general state of the art and AXION is responsible for this circumstance.
The warranty rights of the purchaser assume that he complied duly with his examination and rebuke obligations according to § 377 HGB and informed AXION immediately about identified deficiencies.
If a defect occurs, at choice of AXION, the cure is in the form of repair or replacement. Claims by the purchaser due to the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded if the expenses increase because the delivery item was subsequently transported to a place other than the place of performance.
If the supplementary performance fails, the purchaser is entitled at his option to demand withdrawal or reduction.
AXION is liable according to legal regulations, if the purchaser makes a claim for damages based on intent or gross negligence, including intent or gross malpractice of its representatives or vicarious agents. Unless AXION is not accused of intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damage.
AXION is liable according to legal regulations, if AXION culpably violates an essential contractual obligation. In this case the liability for damages is limited to the foreseeable, typically occurring damage.
As far as the purchaser is entitled to claim compensations of the damages instead of performance, the liability of AXION is generally limited to the foreseeable, typically occurring damage.
The liability for injury to life, body or health remains unaffected. This also applies to mandatory liability under the product liability law and the liability for fraudulent concealment of a defect or due to the assumption of a guarantee.
Insofar as not foregoing otherwise declared, the liability is excluded. AXION is not liable for damages that are not caused to the item itself, especially not fo