Allgemeine Verkaufsbedingungen
1. General information, scope of application
1.1 These General Terms and Conditions of Sale ("GTC") govern the business relationship between AVET GmbH ("we/us") and our customer; the GTC form an integral part of all contracts that we conclude with our customer regarding the deliveries or services we offer. They also apply to all future deliveries, services, or offers to our customer, even if they are not separately agreed upon again.
1.2 These General Terms and Conditions apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the customer or third parties shall only become part of the contract if and to the extent that we expressly agree to their validity in writing. This also applies if the customer refers to their own terms and conditions when placing an order and we do not expressly object to them, as well as in the event that we execute the contract without reservation despite being aware of conflicting or deviating terms and conditions of the customer.
1.3 The customer can only be an entrepreneur within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law within the meaning of § 310 para. 1 BGB.
2. Offer, conclusion of contract
2.1 Our offers are subject to change and non-binding unless they are expressly designated as binding or include a specific acceptance period. We are entitled to accept customer orders within 14 calendar days of receipt. A contract is concluded upon our written order confirmation or delivery of the goods.
2.2 The content of the contract is governed exclusively by the written contract, including these General Terms and Conditions. This contract fully reflects all agreements regarding the contract's content. Oral agreements are legally non-binding unless expressly stipulated otherwise in the written contract. Amendments and modifications to the agreements made, including these General Terms and Conditions, require written form to be effective. With the exception of managing directors or authorized signatories, our employees are not authorized to make oral agreements that deviate from these General Terms and Conditions. Electronic transmission, in particular by fax or email, is sufficient to satisfy the written form requirement, provided that a copy of the signed agreement is exchanged.
2.3 Our specifications regarding the goods (e.g., weights, dimensions, performance characteristics, load-bearing capacity, tolerances, and technical data) as well as their representations (e.g., drawings and illustrations) are only approximate unless exact conformity is required for the intended contractual purpose. They are not guaranteed characteristics but rather descriptions or designations of the goods. Commercially customary deviations and deviations resulting from legal regulations or representing technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the intended contractual purpose. Samples and specimens are non-binding illustrative material and should be considered only as approximate guidelines with regard to their quality and (technical) values; they do not constitute an agreement on quality.
2.4 We retain ownership and copyright to all offers and cost estimates submitted by us, as well as to all drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and aids provided to the customer. The customer is not entitled, without our express consent, to make these items accessible to third parties, either as such or in terms of their content, to disclose them, to use them himself or through third parties, or to reproduce them.
3. Prices, payment terms
3.1 Unless expressly agreed otherwise, our prices are net, FCA named place of destination Incoterms® 2020, plus statutory VAT and packaging costs. We will specify the named place of destination in our order confirmation or shipping documents.
3.2 The purchase price is due for payment without any deductions within 14 calendar days of invoicing and delivery or acceptance of the goods. Payment by check or bill of exchange is not permitted.
3.3 We are entitled to make any outstanding deliveries against prepayment or security if, after conclusion of the contract, we become aware of circumstances that are likely to significantly impair our customer's creditworthiness and that jeopardize the payment of our outstanding claims by the customer.
3.4 The customer is only entitled to set-off and to exercise lien or retention rights if the claims asserted by him are undisputed by us or have been legally established or are reciprocal to our claims.
4. Delivery, delivery dates, transfer of risk
4.1 Delivery is FCA named place of destination Incoterms® 2020.
4.2 The risk of accidental loss or accidental damage to the goods passes to the customer at the latest upon delivery at the place of destination designated by FCA Incoterms® 2020.
4.3 Unless we expressly designate a delivery date or delivery period as binding, these are considered to be only approximate. In the case of shipment of the goods, delivery periods and dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with the transport.
4.4 We are not liable for impossibility of performance or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract, such as operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official actions, or the failure, incorrectness, or lateness of deliveries by our suppliers, for which we are not responsible. If such events significantly impede or render delivery impossible and the impediment is not merely temporary, we are entitled to withdraw from the contract.
The contract entitles us to certain changes. In the event of temporary obstacles, delivery or performance dates will be extended or postponed by the duration of the impediment plus a reasonable start-up period. The customer is entitled to withdraw from the contract by providing us with immediate written notice if, as a result of such a delay, acceptance of the delivery is unreasonable for them.
4.5 If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the customer, we are entitled to claim compensation from the customer for the resulting damages, including additional expenses (e.g., storage costs). For this, we charge 0,5% of the invoice amount for the goods affected by the delay for each commenced calendar week of delay, up to a maximum of 5% of the relevant invoice amount.
4.6 We are entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional effort or costs as a result, unless we agree to bear these costs.
4.7 For packaging according to § 15 para. 1 sentence 1 VerpackG, the place of return is our factory from which we shipped the goods, and all costs of the return transport are to be borne by the buyer.
5. Retention of Title
5.1 Until all our claims arising from the existing and future business relationship between us and the customer have been fully satisfied, the delivered goods remain our property (hereinafter referred to as "reserved goods"). In the event of a breach of contract by the customer, including default of payment, we are entitled to take back the reserved goods.
5.2 The customer is obligated to handle the goods subject to retention of title with care and to insure them adequately at their replacement value against fire, water, and theft damage at their own expense. If maintenance and inspection work is required, the customer shall carry this out promptly at their own expense.
5.3 If the purchase price has not been paid in full, the customer must inform us immediately in writing if the goods subject to retention of title are encumbered with third-party rights or are subject to, or threatened with, any other interference by, third parties. In particular, pledging or assigning the goods subject to retention of title as security is prohibited.
5.4 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, the customer hereby assigns to us all claims arising from the resale – regardless of whether this occurs before or after processing of the goods subject to retention of title. Notwithstanding our right to collect the claim ourselves, the customer remains authorized to collect the claim even after assignment. We undertake not to collect the claim as long as and to the extent that the customer fulfills their payment obligations, no application for the opening of insolvency or similar proceedings has been filed, and no suspension of payments has occurred.
5.5 The processing and transformation of the goods subject to retention of title by the customer is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without any obligations arising for us as a result. The item produced in this way is considered goods subject to retention of title within the meaning of this provision. If the goods subject to retention of title are processed, combined, or mixed with other goods, we acquire co-ownership of the new item. Our share of co-ownership is determined by the ratio of the invoice value of the goods subject to retention of title (net invoice amount at the time of delivery) to the invoice value of the other goods used. If our ownership is extinguished by combination or mixing pursuant to Sections 947 and 948 of the German Civil Code (BGB), the customer hereby assigns to us the ownership rights to the new item or the new inventory of goods to the extent of the aforementioned share of co-ownership. We hereby accept this assignment. The customer shall hold the goods in our (co-)ownership in safekeeping for us free of charge. The customer is obligated to treat these goods with the care of a prudent businessperson and, upon request, to store them separately and mark them as our property.
5.6 We undertake to release the collateral to which we are entitled at the customer's request with regard to the excess value insofar as the realizable value of our collateral exceeds the secured claims by more than 10%; the selection of the collateral to be released is at our discretion.
5.7 If the retention of title is not effective, or not fully effective, under the law of the state in which the goods are located, the customer grants us the security right to the goods or the claims arising therefrom that most closely approximates the economic effect under that law. The customer undertakes to take all measures and make all declarations necessary to effectively establish, maintain, and enforce our security rights.
6. Warranty
6.1 If our delivered goods prove to be defective, we are initially obligated and entitled, at our discretion, to remedy the defect within a reasonable period by repair or replacement. In the case of replacement, the customer must return the defective goods to us in accordance with statutory regulations. We will bear the expenses necessary for remedying the defect, in particular transport, labor, and material costs; this does not apply if the costs increase because the goods are located at a place other than the place of intended use.
6.2 We are entitled to make subsequent performance conditional upon the customer paying the outstanding purchase price. The customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
6.3 The warranty period is 12 months from the transfer of risk. This period does not apply to claims for damages by the customer arising from injury to life, body or health, or from intentional or grossly negligent breaches of duty by us or our agents, which are subject to the statutory limitation periods.
6.4 In the event of defects in components from other manufacturers that we cannot remedy for licensing or practical reasons, we will, at our discretion, either assert our warranty claims against the manufacturers and suppliers on behalf of the customer or assign these claims to the customer. Warranty claims by the customer against us for such defects exist, subject to the other conditions and provisions of these General Terms and Conditions, only if the legal enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example, due to insolvency. The statute of limitations for the customer's relevant warranty claims against us is suspended for the duration of the legal proceedings.
7. Liability
7.1 We are liable in accordance with statutory provisions for breaches of our essential contractual obligations for which we are responsible. Essential contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely. However, in cases of simple negligence, our liability in this respect is limited to foreseeable and typically occurring damages.
7.2 In all other cases, we are liable if damage has been caused intentionally or through gross negligence by us or by one of our agents.
7.3 Our liability for culpable injury to life, body or health, as well as liability under the Product Liability Act or other mandatory legal claims, remains unaffected.
7.4 Unless expressly stated otherwise above, our liability is otherwise excluded.
8. Applicable law, place of jurisdiction
8.1 The business relationship between us and the customer is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the provisions of German private international law that refer to the CISG.
8.2 The place of performance and jurisdiction for all disputes arising from or in connection with the business relationship between us and the customer is our registered office. We are also entitled to bring legal action against the customer at their registered office.
As of March 25, 2026