General terms and conditions

of Ambright GmbH
Headquarters Brünnsteinstrasse 9b, 85591 Vaterstetten, Germany

§ 1 Scope

Our terms and conditions apply only to merchants in the legal sense and legal entities.
Our terms and conditions apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale.
Our written offer and, if we issue an order confirmation, our written order confirmation shall be decisive for the content and scope of deliveries and services.
Our terms and conditions also apply to all future transactions with the customer. The following terms and conditions take precedence over any deviating terms and conditions of the customer. The customer's waiver of the validity of any of its own terms and conditions is not eliminated by our silence or our performance. Any deviation from the following terms and conditions requires our written confirmation in each individual case.
All technical data in our catalogs and other sales documents, lists, and drawings, as well as weight and dimension specifications, have been carefully compiled; we reserve the right to make subsequent corrections in the event of errors. We reserve the right to make changes that serve technical progress.
It is the responsibility of the customer to check whether our product is suitable for the purpose specified by them.

§ 2 Offer, offer documents

If the order qualifies as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within 4 weeks.
We reserve ownership rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties. This applies in particular to written documents designated as “confidential”; the customer requires our express written consent before passing them on to third parties. Offers are only valid in written form. The prices quoted are subject to the proviso that the order data on which the offer is based remain unchanged.
We only produce initial samples and initial sample test reports after express written agreement and against payment based on expenditure.
Products ordered from us by the customer based on drawings or samples are subject to the customer's obligation to check for any third-party property rights and not to infringe them. If, in the event of non-compliance with this obligation, a third party prohibits us from manufacturing on the basis of a property right belonging to them, or if the product cannot be used due to infringement of the property right, we are entitled – without examining the legal situation and excluding all claims for damages by the customer, regardless of the legal basis – to suspend production and delivery until the matter has been clarified and to demand compensation from the customer in the amount of at least 15% of the invoice value for the ordered product. The customer hereby indemnifies us against any claims for damages and other compensation claims by third parties, in particular by rights holders, upon first request. The scope of the damage also includes costs incurred by us in defending against third-party claims.

§ 3 Prices - Terms of payment

Unless otherwise stated in the order confirmation, our prices are net prices in euros ex works, including the packaging we normally use for our products, plus the value-added tax applicable on the day of delivery. Any special packaging, outer packaging, or special small packaging requested by the customer will be charged to the customer. The prices apply only to the contractually agreed quantity and design. If the customer requests changes that require more processing than is specified in the contract or the usual production process, we reserve the right to make an appropriate change to the prices. We reserve the right to increase our prices if, after conclusion of the contract, there are increases in wage agreements, material prices, in particular raw material prices, or energy costs.
Statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
The deduction of discounts requires special written confirmation in the order confirmation or invoice.
Unless otherwise stated in the order confirmation, the purchase price (without deduction) is payable free of charge to the paying agent and is due within 14 days without deduction. If the customer is in default of payment, we are entitled to charge default interest at a rate of 8% above the statutory base rate p.a. If we are able to prove higher damages caused by default, we are entitled to claim these. However, the customer is entitled to prove to us that we have incurred no or significantly less damage as a result of the default in payment.
The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by us. The customer shall also have no right of retention due to disputed counterclaims. The assertion of the right of retention is also excluded insofar as the claims are not based on the same contractual relationship. Credit notes are expressly issued for the purpose of offsetting. There is no entitlement to payment.
If there are doubts about the customer's solvency, we reserve the right to demand advance payments or security deposits. If we become aware that the customer's assets have been seized without success or if we receive indications of the customer's financial collapse, we are entitled to withdraw from the contract, taking into account the expenses incurred.

§ 4 Delivery time and delivery conditions

The start of the delivery period specified by us or agreed with us is subject to the clarification of all technical questions, the delivery of documents by the customer, the necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment and the fulfillment of other cooperation obligations by the customer.
Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligations and our proper supply with the raw materials required for the manufacture of the delivery product. We reserve the right to raise the defense of non-performance of the contract.
If non-compliance with delivery deadlines is due to force majeure, e.g., strikes, lockouts, etc., the deadlines shall be extended appropriately. Such an appropriate extension of the delivery deadlines shall also apply if we are not supplied on time.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. If delivery, shipment, or dispatch is postponed at the request of the customer, we may charge the customer a storage fee of 0.5% of the invoice amount for each month or part thereof, up to a maximum of 5% of the invoice amount, 10 days after notification of readiness for shipment of the goods by us. Both contracting parties reserve the right to provide evidence of higher or lower expenses.
If the conditions in paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.
We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in the further performance of the contract has ceased to exist.
We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents is attributable to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We are entitled to make partial deliveries to a reasonable extent. Deviations in terms of dimensions, weight, technical design, manufacture, and scope of the goods to be delivered are permissible within the customary product-specific tolerances. In addition, changes that serve to improve our products technically are deemed to be approved by the manufacturer.

§ 5 Transfer of risk – Packaging costs

Unless otherwise stated in the order confirmation, delivery is agreed to be “ex works.”
Special agreements apply to the return of packaging.
If the customer so desires, we will cover the delivery with transport insurance; the costs incurred in this regard shall be borne by the customer.
The customer is obliged to name one or more persons within a reasonable period of time prior to delivery of the goods who are authorized to accept the goods and the accompanying documents and to sign the delivery documents and accompanying documents on behalf of the customer. This applies in particular if the goods are to be delivered to a location other than the customer's place of business. If such information is not provided, the persons who actually accepted the goods shall be deemed to be authorized to accept the goods and to sign the transfer documents (delivery note and other accompanying documents).
If no person designated by the customer is present at the agreed time and place, or if this person or other persons are not prepared to accept the goods, the customer shall be in default of acceptance, with the result that the risk shall pass to him. Furthermore, he shall bear the additional costs incurred as a result of a new delivery.
The customer may not refuse to accept deliveries due to minor defects.

§ 6 Liability for defects

The purchaser's rights in respect of defects presuppose that the purchaser has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
If the purchased item is defective, we shall be entitled, at our discretion, to remedy the defect or to deliver a new item free of defects. In the event of rectification of defects, we shall only bear the expenses up to the amount of the purchase price.
Construction and assembly costs incurred as a result of rectifying defects or installing a new item free of defects shall only be borne by us to the extent that they were carried out on our behalf, but not exceeding the purchase price of the item complained about.
We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the typically foreseeable damage.
We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Unless otherwise specified above, liability is excluded.
The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

§ 7 Total liability

Any liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages based on culpa in contrahendo, other breaches of duty, or tortious claims for compensation for property damage pursuant to § 823 BGB.
The limitation pursuant to paragraph 1 also applies if the customer demands compensation for useless expenses instead of a claim for compensation for damage in lieu of performance.
Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.

§ 8 Retention of title

We reserve title to the purchased item until all payments arising from the business relationship with the customer have been received. If we agree with the customer to payment of the purchase debt by check or bill of exchange, the reservation of title shall also extend to the customer's honoring of the bill of exchange accepted by us and shall not expire upon crediting of the check received by us. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Our taking back of the purchased item shall constitute a withdrawal from the contract. After taking back the purchased item, we shall be entitled to sell it; the proceeds of the sale shall be offset against the customer's liabilities, less reasonable selling costs.
The customer is obliged to treat the purchased item with care; in particular, they are obliged to insure it adequately at their own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at their own expense.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim, which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer remains authorized to collect this claim even after assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors (third parties) of the assignment. The claim assigned by us in advance also relates to the recognized balance and, in the event of the buyer's insolvency, to the causal balance then existing.
The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we shall acquire ownership of the new item in proportion to the value of the purchased item (final invoice amount, including value added tax) to the other processed items at the time of processing. The same shall apply to the item created by processing as to the purchased item delivered under reservation.
If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including value added tax) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser shall transfer proportional co-ownership to us. The purchaser shall hold the sole or co-ownership thus created in safekeeping for us.
The purchaser also assigns to us the claims to secure our claims against him. The claims against a third party arising from the combination of the purchased item with a piece of real estate.
We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 9 Third-party rights and unauthorized content

By placing the order, the client declares that it is entitled to have the submitted designs developed and produced. If the execution of the order placed by the client infringes the rights of third parties (in particular copyrights, trademark rights, or patent rights) and the client is responsible for this, the client shall indemnify us against all claims of third parties in this regard, without prejudice to any further claims.
We are not obliged to check documents submitted by the client for third-party rights or possible violations of applicable law. This is the sole responsibility of the client. However, we reserve the right not to execute an order and to withdraw from the contract if the documents submitted or the fulfillment of the order violate criminal or administrative law.
Potential violations of the law may be reported to the authorities.

§ 10 Industrial property rights and copyrights

Unless otherwise agreed in writing, we reserve all industrial property rights and copyrights for all services provided by us, in particular for design drafts, development results, layouts, etc.
The client pays only for the goods ordered and does not acquire any further rights to the industrial property rights, copyrights, or other ancillary copyrights. In particular, the client has no right to duplicate or otherwise reproduce the results of our services. However, the simple, non-transferable, and non-sublicensable right to reproduce may be granted to the client in return for payment of a fee under a separate agreement to be concluded in writing. Only upon payment of the fee agreed therein do we grant the client the simple, non-transferable, and non-sublicensable right of reproduction. There is no entitlement to the conclusion of such a separate agreement.

§ 11 Data protection

The personal data provided in an inquiry or order, in particular name, address, telephone number, and bank details, which are necessary and required solely for the purpose of executing the resulting contractual relationship, are collected on the basis of legal authorizations (BDSG and GDPR).
Upon request, we will provide information about the personal data stored by us at any time. Upon request, the data stored by us will be deleted, unless we are entitled and obliged to store it due to mandatory legal regulations and for the purpose of processing the existing contractual relationship.
If you have agreed to this in a separate agreement, we are entitled in individual cases to inform you by post, telephone, email, or in person about special promotions, special offers, events, or other sales and marketing measures.

§ 12 Place of jurisdiction - Place of performance

If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to bring legal action at the customer's place of business.
The law of the Federal Republic of Germany applies exclusively; the validity of the UN Convention on Contracts for the International Sale of Goods and intergovernmental agreements is excluded.
The German version of the General Terms and Conditions is the authoritative version. It takes precedence over the English translation in the event of translations and is designed in accordance with German case law.

Munich, May 2021

The purchaser's rights in respect of defects presuppose that the purchaser has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). If the purchased item is defective, we shall be entitled, at our discretion, to remedy the defect or to deliver a new item free of defects. In the event of rectification of defects, we shall only bear the expenses up to the amount of the purchase price. Construction and assembly costs incurred as a result of rectifying defects or installing a new item free of defects shall only be borne by us to the extent that they were carried out on our behalf, but not exceeding the purchase price of the item complained about. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the typically foreseeable damage. We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. Unless otherwise specified above, liability is excluded. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.