General business terms and conditions


I. General


The following terms and conditions shall apply exclusively for all deliveries and services of AS-Systems. These terms and
conditions shall apply exclusively. Any terms and conditions of the Customer which deviate from these terms and conditions
shall not be valid unless something to the contrary has been expressly agreed in writing.


II. Contractual content

 

1. The offers of AS-Systems are non-binding.
2. The information provided in brochures, catalogues, circulars, advertisements, on price lists and in drawings/illustrations are
non-binding.
3. The scope of the services and deliveries shall be specified upon the written order confirmation of AS-Systems. If no such
written order confirmation has been provided, then the offer shall be considered to be prevailing.
4. Agreements made orally or by telephone must be confirmed in writing by AS-Systems in order to be valid.
5. AS-Systems reserves all rights of ownership and copyrights to cost estimates, drawings, drafts, developmental plans and all
other documents. They may not be passed on to third parties without the written approval of AS-Systems.


III. Timeframes for deliveries and services


1. Timeframes and deadlines for the execution of deliveries and rendering of services are only binding if they have been
expressly designated as binding by AS-Systems.
2. The timeframes for deliveries and services shall be appropriately extended if
- the Customer does not provide documents, plans, drawings, approvals, releases/consents, required information and
data in a timely manner or does not adhere to the agreed payment terms and conditions.
- the non-adherence to the timeframe is based upon force majeure, governmental measures, strikes, lockouts, our
own suppliers’ failure to make their deliveries to us or other circumstances for which AS-Systems is not responsible
in accordance with general legal principles.
3. The timeframe shall be considered to have been met
- for deliveries and services with installation, upon the commencement of the installation work,
- for deliveries and services without installation, with the surrendering of the goods to the transport company/carrier,
- in all other cases, with the notification that the production of the goods has been completed/the goods are ready for
delivery.
4. AS-Systems shall at all times be entitled to make partial deliveries or render partial services.
5. AS-Systems shall be liable in accordance with X for the Customer’s damage compensation claims of any type in the event of
late deliveries or services, even after the expiration of an appropriate extension period set for AS-Systems.

 

IV. Transfer of risk and delivery acceptance


1. Risk shall be transferred to the Customer upon delivery acceptance in accordance with the following paragraphs.
2. Provided that nothing to the contrary is agreed, acceptance shall be made upon the transfer of the deliveries and services to
the Customer; for an agreed shipment, upon the surrendering of the goods to the transporter/carrier or upon the notification
that the production of the goods has been completed/the goods are ready for delivery.
3. The Customer shall be considered to be in delivery acceptance default if it rejects making acceptance, if it does not pick up
the goods within two weeks after notification is made that the production of the goods is completed or if it makes no payment
when the goods are surrendered, provided that nothing to the contrary has been agreed.


V. Transport insurance


1. Upon the request of the Customer, the goods shall be insured at its expense. This shall require a special agreement. Goods
that are shipped via transporter/carrier will be insured of replacement value at customers expense. If the customer picks up
the goods by itself or gives order to third party to pick up the goods, the customer obligates himself to ensure the goods of
replacement value at customers expense.


VI. Obligations of the Customer


1. The Customer shall be obliged to insure the goods subject to reservation of ownership against fire and theft and to document
the conclusion of such insurance policies to AS-Systems at its request. All claims against the insurance company owing to this
agreement with regards to the reserved goods are hereby assigned to AS-Systems.
2. The Customer shall be responsible for its data, drawings, illustrations, technical data, measurements, weight information and
performance specifications as well as other information. AS-Systems shall not be responsible for examining these documents
unless AS-Systems recognised or would have had to have recognised that the content of the documents would conflict with
generally accepted principles of technology.
3. The materials which the Customer provides to AS-Systems for the execution of the agreement must be in a safe and usable
state. In this regard, it must adhere to the generally accepted principles of technology (DIN, VDE, BGV-C1,....), the generally
accepted safety and occupational medicine regulations as well as the provisions of the trade association directives.


VII. Prices and payment terms and conditions


1. The prices indicated on the written order confirmation shall be prevailing. If an order confirmation has not been submitted, the
prices in the offer shall be prevailing.
2. The prices are understood to be without VAT which must additionally be paid in the statutory amount.
3. Provided that nothing to the contrary is agreed, the prices are understood to be ex warehouse from AS-Systems. The
shipment of the goods shall be made at the expense of the Customer.
4. The costs for any transport insurance policy shall be assumed by the Customer.
5. Payments with no deductions must be made immediately upon delivery acceptance unless something to the contrary has
been agreed.
6. If the Customer negligently fails to meet the payment deadlines, then AS-Systems may, notwithstanding any more substantial
claims, demand payment default interest in the amount of 10 %, nevertheless at least the statutory payment default interest.
The Customer shall be at liberty to prove that the interest charged should justifiably be higher or lower.
7. Payment by bills of exchange and checks shall be considered to be conditional payment. AS-Systems shall be entitled to
reject the acceptance of checks and bills of exchange. The discount charges shall be billed from the date that the invoiced
amount becomes due. If the Customer negligently fails to fulfil its payment obligation, it does not honour particularly checks
and bills of exchange or discontinues payments, then AS-Systems shall be entitled to demand immediate payment of the
entire remaining amount owed, even if checks and bills of exchange have been accepted. Furthermore, AS-Systems shall
then be entitled to demand advance payments.
8. Offsetting with counterclaims or the assertion of rights of retention shall only be permitted if the claims of the Customer are
undisputed or legally upheld.


VIII. Reservation of ownership


1. AS-Systems reserves ownership to all goods and services it provides until the complete payment of its entire payment claims
from the business relationship is made. This shall also then apply if the purchase price for certain deliveries of goods or
services designated by the Customer is paid. In the event of ongoing billing, the reserved ownership shall serve as security for
the payment balance claim.
2. The Customer is permitted to carry out reselling during the course of ordinary business dealings. The Customer already now
assigns its claims created from the resale of the reserved goods, particularly the payment claim against its end customer, to
AS-Systems. AS-Systems accepts such assignment. The Customer shall be obliged to notify its end customers of such
assignment. The payment claims and the names of the end customers must be disclosed to AS-Systems.
3. The Customer shall be entitled to collect payment claims from resales. In the event of payment default or if AS-Systems
becomes aware of circumstances which, according to a prudent businessman’s discretion, would reduce the creditworthiness
of the Customer, AS-Systems shall be entitled to revoke the collection right.
4. The handling and process of reserved goods shall be made for AS-Systems as the manufacturer in accordance with § 950
BGB [German Civil Code] without AS-Systems incurring any obligations from this. If the reserved goods are processed with
other goods not belonging to AS-Systems, then AS-Systems shall acquire co-ownership to the new product in the proportional
value of the invoiced value of the reserved goods to the invoiced value of the other goods used at the time of the processing.
5. The assignment of the goods still owned by AS-Systems by way of security is not permitted. In the event that third parties
assert claims against the reserved goods, particularly in the event of seizures, the Customer shall immediately make
reference to the ownership rights of AS-Systems to the goods and immediately notify AS-Systems subject to the sending of a
copy of the bailiff’s record.
6. In the event of the payment default of the Customer or other non-fulfilment of contractual obligations upon the part of the
Customer, AS-Systems, after sending a warning letter and setting an appropriate extension period for payment, shall be
entitled to take back the goods it has supplied. The taking back of the goods constitutes no withdrawal from the agreement –
provided that § 503 BGB does not apply. Furthermore, AS-Systems shall be authorised, if the Customer does not fulfil its
payment obligations as they become due, to exploit the reserved goods and other security provided subject to the greatest
possible consideration of the interests of the Customer at any particular point in time and also without any legal proceedings
being required to do so. The exploitation may only take place if AS-Systems has notified the Customer of this at least 14 days
in advance.
7. If the value of the securities provided exceeds the payment claims of AS-Systems by more than 20 %, then AS-Systems, upon
the request of the Customer, shall be obliged to return or release securities at the discretion of AS-Systems.


IX. Warranty


1. AS-Systems shall provide a warranty for all defects which, against documentation, are based upon material defects or
defective work and for which notification has been made to AS-Systems within the warranty period. At AS-Systems’ discretion,
either free of charge rectification or a replacement delivery shall be made. If the rectification is unsuccessful, unreasonable or
rejected by AS-Systems, then the Customer shall be entitled to damage compensation instead of performance in accordance
with Section X. The right of rescission shall remain unaffected.
2. Written notification of all defects must be made to AS-Systems immediately upon their discovery.
3. The warranty timeframe shall amount to two years. It shall begin to run upon delivery acceptance; if delivery acceptance is
delayed, as soon as the Customer is in delivery acceptance default. Rectifications or replacement deliveries shall not suspend
or extend the warranty timeframes.
4. In the event of warranty claims, the ordered object must,
- in the event that a purchasing agreement has been concluded, be returned to AS-Systems’ factory. The Customer
must assume the costs for any possible dismantling and installation costs as well as transport costs.
- in the event that a contract for work and services has been concluded, be made available to AS-Systems or sent to
AS-Systems for repairs or a replacement delivery at the expense and risk of the Customer.
5. The warranty shall cease to apply if, without the prior approval of AS-Systems, changes or repairs have been made to the
ordered object or if a defect is based upon application of force, natural wear-and-tear, improper installation by the Customer or
its authorised representative, improper handling, non-adherence to operating instructions, inadequate servicing or inadequate
inspection work.
6. The damage compensation claim of the Customer, the entrepreneur in accordance with § 478 BGB, shall be in accordance
with X.


X. Overall liability


The liability of AS-Systems, including its legal representatives, vicarious agents and auxiliary personnel, shall be based upon
the following provisions:
- Damage compensation claims owing to contractual violations upon the part of AS-Systems or its vicarious agents or auxiliary
personnel (e.g., owing to late performance, impossibility of performance, violation of ancillary contractual obligations, the
violations of obligations during contractual negotiations as well as tortious acts and criminal offences) are restricted to cases
of gross negligence and intentional wrongdoing. In the case of the grossly negligent violation of ancillary obligations and the
obligation to exercise due care by mere vicarious agents, the liability of AS-Systems is further limited to the insurance
coverage amount for operational liability.
- In the event of the violation of essential contractual obligations (so-called cardinal obligations), AS-Systems shall also be liable
for simple negligence, however only up to the insured amount provided by the existing operational liability insurance coverage.
The liability shall not extend to lost profits, lost savings, damages from third-party claims and other indirect and consequential
damages.


XI. Legal venue and applicable law


1. The law of the Federal Republic of Germany shall apply.
2. The legal venue for all disputes arising from the contractual relationship shall be Kitzingen if the Customer is a fully qualified
merchant under the German Commercial Code. However, AS-Systems shall be at liberty to take legal action against the
Customer in the court which is competent for the Customer’s commercial residence.
The german language is the language of trial and contract.


XII. Supplemental provisions for leased objects


1. The leasing period shall begin to run upon the agreed date of pick-up or the shipment of the leased object from AS-Systems’
warehouse and end upon the agreed date of the return of the leased objects to AS-Systems’ warehouse.
2. If the Lessee fails to return the leased objects by the end of the leasing period, then it must pay the daily leasing rate. The
Lessor shall be entitled to assert more substantial damage claims.
3. Upon receipt of the leased object, the Lessee shall be obliged to inspect it to verify that it is in impeccable condition, functions
properly and is complete. It must make immediate written notification of any defects which are discovered.
4. Upon the return of the leased object, the Lessor shall merely confirm its receipt and not that the leased object has been
returned free of defects. The Lessor reserves the right to examine the leased object and to assert its corresponding claims.
5. Obligations of the Lessee:
- The Lessee must use the leased object in an appropriate manner and have it serviced only by qualified technical
personnel in the manner prescribed by the Lessor and according to the operating instructions. The Lessee is
forbidden from any other manner of use.
- The Lessee must make it possible that the leased object can be examined at any time on-site.
- When using the leased object, the Lessee must precisely follow all instructions of the manufacturer and the Lessor
as well as the technical instructions of the Lessor.
- The Lessee shall not be entitled to make or attempt to make modifications, adjustments or repairs to the leased
object unless the Lessor has issued its prior written approval.
- Company logos and identification marks of the manufacturer or Lessor, guidelines, labels and other text must be left
in unmodified fashion upon the leased object.
- The Lessee shall be fully responsible for any damage to the leased object caused by non-adherence to the
directives or instructions and other contractual violations.
- The Lessee shall be obliged to immediately notify the Lessor of any damage to or loss of the leased object during
the leasing period. The Lessee must provide compensation to the Lessor for any loss of or damage to the leased
object at replacement value. All repairs or substitutions which become necessary upon the acceptance of the leased
object shall be at its expense. The Lessee shall bear the burden of proof that the required repairs or substitutions
were not its fault.
- The Lessee shall be obliged to return the leased object in the condition in which it was received from the Lessor.
Any destruction of, damage to and contamination of the leased object of any kind shall be billed according to the
hourly rate applicable on the date of invoicing based upon actual hours worked.
The Lessee shall be obliged to return all unused and damaged illuminants, otherwise these will be billed.
Expendable items are only those explicitly declared.
- The Lessee shall be responsible for ensuring that all electrical outlets meet VDE directives and that a surge
protector is installed.
- The Lessee shall be obliged to insure the leased object against loss, deterioration and other damage.
- Furthermore, the Lessee shall be obliged to conclude insurance agreements against third-party claims of any kind
which could be caused by the leased object.
6. The Lessee shall be obliged to indemnify the Lessor against third-party claims which have been caused by the leased object.
This indemnification obligation shall not apply if the Lessor has committed gross negligence or intentional wrongdoing.


XIII. Supplemental provisions for the execution of technical services


1. If services rendered by AS-Systems are billed according to quantity, time or unit numbers, AS-Systems shall submit work
documentation to the Customer after the order is completed. If the Customer does not object to the work details specified in
the work documentation within ten working days after its receipt, it shall have the burden of proof for showing that the services
specified by AS-Systems have not been rendered. For the submission of the work documentation and any objections to the
work documentation, transmission by fax is sufficient.
2. Obligations of the Customer:
- The Customer has the obligation of notifying AS-Systems about the time sequence as well as the planned utilisation
timeframes.
- The Customer shall provide AS-Systems with all required documents which enable the proper execution of the work
in the agreed timeframe, such as technical plans, drawings, ground plans, seating arrangements, emergency exit
and rescue plans, detailed sketches, stage plans, acoustical accompaniment plans, lighting plans, calculations,
energy requirements, material lists, etc. These documents must be submitted no later than 48 hours before the
beginning of the event.
- The Customer shall be obliged to monitor the personnel it deploys or its authorised third party deploys for the
planning or holding of the event with regards to the adherence to the Employee Working Time Act, the Young
Worker Protection Act, the provisions of the Workplace Safety Act or other labour law protection directives. If special
working hours or employee protection directives must be followed for individual persons, then the Customer shall be
obliged to precisely designate the affected employees while stating the relevant restrictions.
- If, owing to a special agreement with the Customer, AS-Systems assumes responsibility for the monitoring of the
employee protection directives, AS-Systems shall be entitled to a special fee for doing this.
- The Customer shall be obliged to promptly notify AS-Systems about any potential risks and dangers at the planned
utilisation site before the commencement of the work.


XIV. Supplemental installation provisions


1. At its own expense, the Customer must be responsible for and promptly provide:
- all excavation, building and other non-industry ancillary work, including any required technical and ancillary
personnel, building materials and tools.
- the objects and materials required for mounting and commissioning work, such as scaffolding, hoisting devices and
other equipment, fuels and lubricants,
- energy and water at the site including the outlets, heating and lighting,
- with regards to the installation, for the storing of machine components, apparatus, materials, tools, etc., sufficiently
large, suitable, dry and lockable space and work and common areas which are appropriate for the installation
personnel, including sanitary facilities appropriate for the circumstances,
- for the protection of the property of AS-Systems and the installation personnel at the construction site, it must take
similar measures to those it would use to protect its own property.
- Protective clothing and protective devices which are required as the result of special circumstances at the
installation site.
2. Before the beginning of the installation work and without this having to be requested, the Customer must provide the required
information about the location of the concealed electrical wiring, gas lines, water pipes or similar facilities as well as the
required statistical data.
3. Before the beginning of the erection or installation work, materials and objects required for the commencement of the work
must be available at the erection or installation site and all preliminary work must have been carried out before the beginning
of the construction so that the erection or installation work can be contractually begun and carried out without disruption.
Accessory roads and the erection or installation site must be levelled and cleared.
4. If the erection, installation or commissioning work is delayed by circumstances for which AS-Systems is not responsible, then
the Customer must assume the costs for any standby time and any additional required travel of AS-Systems or the installation
personnel.


XV. Cancellation by the customer


Any cancellation (termination of the contractual agreement) by the customer must be notified in writing. The relevant day is the
receiving day of the written cancellation at as systems’. The cancellation fees are: Any cancellation prior to 25 days of order
commencement – 25% of the total sum. Any cancellation prior to 10 days of order commencement – 50% of the total sum.
Any cancellation prior to 3 days of order commencement – 80% of the total sum. Any cancellation later than that – 100% of
the total sum.

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