Terms and Conditions

General Terms and Conditions (Sales, Performance, and Delivery Terms)

Effective Date: 01.01.2017

1. General Provisions

The following General Terms and Conditions (GTC) apply to offers, deliveries, work services, and other services (collectively “services”) for all products of A-TRON®. Deviations or additions must be agreed upon in writing. The customer’s general terms and conditions do not apply unless A-TRON® expressly agrees to their applicability in writing. These GTC also apply if A-TRON®, being aware of conflicting or deviating conditions from the customer’s GTC, executes the delivery to the customer without reservation.

All services agreed upon between A-TRON® and the customer for the execution of this contract are set down in writing within this contract.

The A-TRON® sales conditions apply only to business customers in accordance with § 310 para. 1 BGB (German Civil Code).

2. Offer, Contract, and Performance by A-TRON®

Offers from A-TRON® are non-binding unless otherwise explicitly stated in writing by A-TRON®. Information in offers regarding services, operating costs, consumption values, dimensions, and weights is only approximate unless explicitly stated as binding. The contract is concluded through an order confirmation from A-TRON® following the customer’s order. The customer is bound to their order for a period of four weeks.

The content and scope of the services to be provided are determined by A-TRON®’s order confirmation, including the referenced attachments. Oral side agreements and subsequent contract changes are only binding if confirmed in writing by A-TRON®. The same applies to guaranteed properties of the contract object. A-TRON® may modify or deviate from the contractual services if such modifications or deviations are reasonable for the customer, taking into account A-TRON®’s legitimate interests.

Workdays as defined in the contract are Monday to Friday, excluding public holidays. A-TRON®’s regular working hours are from Monday to Thursday from 7:00 AM to 3:45 PM, and Friday from 7:00 AM to 2:00 PM, unless otherwise agreed for specific services.

3. Customer’s Cooperation Obligations

The customer must provide A-TRON® with all necessary documents and information required for the provision of services in a timely and complete manner. If the customer becomes aware that their own information or requirements are incorrect, incomplete, or outdated, they must notify A-TRON® immediately.

Additional costs incurred due to the customer’s failure, delay, or inadequate fulfillment of cooperation obligations shall be borne by the customer.

4. Service Changes (Change Requests)

If the customer wishes to change the agreed services, they must notify A-TRON® of the desired change in writing, specifying the contents and reasons. A-TRON® will review the change request within a reasonable time regarding its impact on the contract’s execution, especially concerning additional costs, additional effort, delivery deadlines, and the customer’s cooperation obligations.

After reviewing the change request, A-TRON® will present the customer with the impact on the contract’s execution. If possible, A-TRON® will submit an offer to implement the change request.

The implementation of change requests will be subject to separate compensation according to the offer provided by A-TRON®. The customer is also responsible for the costs of reviewing the change request by A-TRON® under paragraph 1 and for preparing an implementation offer under paragraph 2.

5. Payment Terms and Prices

The customer pays A-TRON® the compensation determined in the contractual documents; if nothing is regulated there, the compensation determined by the A-TRON® price list valid at the time of the order confirmation.

Prices are ex works, excluding packaging, plus the applicable VAT. The supplier is generally not obliged to set up or install the delivery unless explicitly agreed in writing. In case of an agreement for delivery, installation, setup, and commissioning, the customer bears, in addition to the agreed compensation, all costs associated with these services, including incidental costs, travel expenses, and allowances.

If the customer is located outside Germany and special taxes, customs duties, or other charges arise due to the services provided, the customer must bear these or, if A-TRON® is liable for these charges, reimburse A-TRON® for the payments made.

Invoices from A-TRON® are due for immediate payment upon receipt, unless otherwise stated on the invoice.

Payments are due without deduction of any discount or fees from the invoice date according to paragraph 4 and must be made free of charge to an account specified in the invoice or order confirmation. Checks and bills of exchange are only accepted upon prior written agreement, and only for collection purposes—not for settlement—subject to timely and proper credit. Collection and discount fees are at the customer’s expense. The legal rules regarding the consequences of late payment apply.

Any additional effort beyond the agreed services will be charged at A-TRON®’s usual rates.

The customer has the right to set off, withhold, or refuse performance only if none of the special payment conditions referred to in paragraphs 1-5 are recorded in the order confirmation. Otherwise, the customer may only offset claims if their counterclaims are legally established, undisputed, or recognized by A-TRON®. Furthermore, the customer is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

A-TRON® is entitled to request an advance payment from the customer for their performance. Unless otherwise specified in the order confirmation, the advance payment amounts to 30% of the contractual compensation and is due on the date of the order confirmation.

6. Delivery, Deadlines, Performance Disruptions

Delivery dates or other deadlines are always non-binding target dates unless they are expressly agreed upon as binding in writing. Binding delivery dates are met if A-TRON® notifies the customer of the readiness for shipment of the delivery item before their expiration.

Claims against A-TRON® due to delays are only valid if the customer has set a reasonable grace period after the delay and A-TRON® has not met this deadline, unless the grace period is unreasonable considering the circumstances.

If A-TRON® is responsible for exceeding a grace period set by the customer, the customer may claim compensation for the proven delay damages. This compensation is limited to 0.5% of the contractual payment for the delayed delivery for each full week of delay, up to a maximum of 5% of the total contractual payment for the delayed delivery. This limitation does not apply in cases of gross negligence or where life, body, or health are harmed.

Delays due to force majeure or other unforeseeable circumstances not attributable to A-TRON® (e.g., war, strike, lockouts, civil unrest, expropriations, legal changes, governmental orders, storms, floods, natural disasters, water ingress, power outages, etc.) as well as delays attributable to the customer (e.g., failure to provide necessary cooperation in a timely manner or delays caused by third parties engaged by the customer) do not constitute default by A-TRON®. Agreed performance times are automatically extended by the duration of the disruption plus a reasonable start-up period.

In cases of impossibility of delivery, refusal of delivery by the supplier, or any other non-availability of the owed performance, A-TRON® has the right to partially or fully withdraw from the contract. A-TRON® is obliged to inform the customer immediately about the non-availability of the service and will refund any payments made by the customer promptly.

The shipping of the delivery items is at the customer’s risk. If the shipment is delayed by more than one week from the notification of readiness for shipment for reasons beyond A-TRON®’s control, A-TRON® may store the delivery items at the customer’s cost and risk. A-TRON® may charge the customer at least 0.5% of the contract price of the stored delivery item for each month of storage unless the customer proves a lesser loss.

7. Transfer of Risk

Unless otherwise specified in the order confirmation, delivery is made “ex works.”

If the customer requests it, A-TRON® will insure the delivery through transport insurance, with the customer bearing the costs.

Delivery is always made at the customer’s expense and risk, from the manufacturing plant unless otherwise agreed in writing.

8. Installation

If A-TRON® is responsible for the installation and commissioning of the contract item, A-TRON® will only begin installation once all structural requirements are fully met. Agreed installation deadlines only begin once all structural conditions are met or are extended by the time until such conditions are met.

Tools and equipment, such as lifting devices, scaffolding, etc., must be provided by the customer or, if arranged through A-TRON®, paid for by the customer or reimbursed after being advanced by A-TRON®.

If delays or interruptions in the installation or commissioning of the contract item occur without A-TRON®’s fault, the customer must bear all resulting additional costs and damages unless the reasons for the delay are neither within the customer’s sphere nor their responsibility.

9. Warranty for Defects

The customer’s defect claims require that:
a) they have properly complied with their inspection and notification obligations according to § 377 HGB (German Commercial Code);
b) the delivered equipment and parts were properly installed and commissioned by a specialist approved by A-TRON® and that the installation and connection conditions specified by the manufacturer, particularly the existence of a functional communication line (LAN), were adhered to;
c) the installation, maintenance, and inspection work required according to the operating manual and manufacturer’s specifications (especially oil changes, timing belt changes, etc.) were properly carried out and documented by a specialist approved by A-TRON®;
d) the requirements specified in the manufacturer’s technical data sheets, particularly regarding heating water quality, were and are met at all times.

The customer may not rectify defects themselves without prior consent from A-TRON®. If the customer rectifies a defect themselves, they can only claim any agreed-upon warranty service if they prove that a subsequent defect did not result from their intervention. Costs incurred by the customer due to their intervention will, in any case, be borne by the customer.

A-TRON® is not liable for damage to the contract item resulting from natural wear and tear, improper or negligent handling, failure to follow A-TRON®’s instructions, or excessive strain, changes in heat removal, or a ratio of starts to operating hours of less than 1:3, the use of unsuitable operating and lubricating materials, defective construction work, or chemical or electrical influences.

As part of fulfilling warranty claims, the customer must provide A-TRON® with adequate time for any necessary changes or the delivery of replacement items or parts.

If a defect in the purchased item exists, the customer is entitled to either rectification or delivery of a new, defect-free item. In case of defect rectification or replacement delivery, A-TRON® is obligated to bear the costs required for the rectification, such as transportation, labor, and material costs, unless these increase because the purchased item was moved to a location other than the place of performance.

A-TRON®’s liability, regardless of the legal grounds, is limited to intent, gross negligence, and the negligent breach of essential contractual obligations or duties whose fulfillment is essential for the performance of the contract and on which the customer regularly relies (so-called cardinal obligations).

In cases of simple negligence, A-TRON®’s liability is limited to the foreseeable, typical contractual damages, but no more than the agreed-upon contractual compensation.

Furthermore, A-TRON® is not liable for lost profits, lost savings, or other consequential damages in the form of pure financial losses in cases of simple negligence.

The liability limitations do not apply to damages arising from injury to life, body, or health, claims under the Product Liability Act, cases of fraud, or if a quality guarantee has been provided.

If A-TRON®’s liability is excluded or limited, this also applies to the personal liability of its legal representatives, employees, staff, agents, and assistants.

Unless otherwise provided for in the above provisions, liability is excluded.

The limitation period for defect claims is twelve months, starting from the transfer of risk.

10. Retention of Title

Ownership of the items delivered by A-TRON® to the customer does not pass to the customer until all of the customer’s liabilities arising from the contractual relationship have been settled. A-TRON® may offset payments made by the customer against the claims with the least security.

The customer may neither sell, pledge, transfer ownership as security, nor otherwise dispose of the items subject to retention of title. If the items subject to retention of title are mixed or combined with other goods, the customer already transfers their ownership or co-ownership rights in the new item to A-TRON® and undertakes to hold the new item in safekeeping for A-TRON®.

If the customer does not fulfill their payment obligations, A-TRON® is entitled to withdraw from the contract and demand the return of the delivered items subject to retention of title, along with any accessories, excluding any right of retention. The customer’s right to retain a reasonable portion of the purchase price when exercising their warranty rights remains unaffected. The customer is obliged to adequately insure the item subject to retention of title against damage or destruction for the benefit of A-TRON®. The insurance coverage must be proven to A-TRON® by the customer. If the customer does not provide proof of insurance, A-TRON® is entitled to take out the insurance themselves at the customer’s expense.

11. Intellectual Property Rights / Copyrights

A-TRON® retains ownership and intellectual property rights to all drawings, documents, and circuit diagrams provided. These documents may only be made available to third parties with A-TRON®’s prior written consent and must be returned immediately and without request in case of non-placement of an order or cancellation of an order.

For standard software, the customer has the non-exclusive right to use it with the agreed performance characteristics in unchanged form on the agreed devices. The customer may not create a backup copy unless explicitly agreed otherwise.

12. Final Provisions (Severability Clause)

Any amendments or additions to the contract must be made in writing. The place of performance is A-TRON®’s business location, provided the customer is a merchant. The legal and contractual relationship between the parties is exclusively governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

If the customer is a merchant, a legal entity under public law, or a special public asset, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Hannover.

If any provision of these terms and conditions or any provision in other agreements is or becomes invalid, the validity of all other provisions or agreements shall remain unaffected. The contractual gaps arising shall be filled in accordance with the dispositive legal provisions, and if this does not lead to a fair solution, they shall be closed by supplementary contract interpretation.