General Terms and Conditions

Date: 15.08.2017

  1. Validity

    The following General Terms of Trade (AGB) shall apply in respect of all business transactions between
    AER- the acoustic people GmbH
    Bredenscheider Strasse 119b
    45527 Hattingen, Germany
    (hereinafter referred to as AER) and the Customer. They apply exclusively in the version valid at the time of the order placement. Any terms and conditions of Customer which deviate from this shall not apply unless AER has expressly agreed to them in writing beforehand.
  2. Orders

    1. The order of an item represents an offer to AER to finalise a purchase contract. Orders for goods can be made in any form unless AER has said beforehand that it requires a written order.

    2. Orders, or any amendments thereof, are not considered final until AER has confirmed them in writing, or the goods ordered have been sent to the Customer.

  3. Consignments

    1. The place of performance shall be Hattingen, Germany.
    2. Any deliveries which AER makes to a Customer who is an entrepreneur shall be made at the latter’s cost and risk. In this case AER shall no longer be liable from the time of handover of the goods to the forwarding company for any accidental deterioration of, or loss/destruction of, the goods. A commercial person in this sense is any natural or legal entity or any legally-responsible company able to do business who, on conclusion of a legal transaction, is acting in a commercial or self-employed professional capacity.
    3. If AER dispatches goods to a Customer who is an end-user (consumer), (see Clause 2.1.) then this shall be at the cost and risk to AER. In this case AER shall not be liable for the accidental deterioration or perishing of the goods from the point in time of the handover of the goods to the Customer.
    4. AER will do everything in its power to keep all its delivery deadlines, whereby it cannot be made liable for any amendments to delivery deadlines. Delivery times shall not represent a binding contractual obligation in respect of the particular delivery. AER can therefore accept no liability for delays in deliveries.
    5. Delivered quantities which deviate from the order or quality faults are no reason for cancelling any remaining products ordered. They do not entitle the Customer to delay payments in respect of the remaining products ordered.
  4. Obligation to Inspect, Notification of Faults, Exclusion of Warranty

    1. If the person ordering is a business person (see Clause 4.2.), then he is obliged to inspect the goods for any obvious faults immediately and with the due amount of care. Any faults should be notified to AER in writing within 7 days of receipt of the goods. The deadline is considered to have been kept if the notification is sent off within this time. This also applies to any subsequent hidden faults from the time of their discovery.
    2. If these obligations concerning inspection and disclosure of faults are not kept, then any claims under the warranty shall be excluded.
  5. Returns

    1. Any returned products from the Customer to AER shall be at the cost and risk of the Customer except in cases where the return is the result of a cancellation of the Customer. In that case, Clause 2.4. shall apply accordingly.
    2. If the goods are being sent back as a result of a cancellation or a withdrawal on the part of the Customer, then they must be sent back in their original packaging. The right to cancel or withdraw remains unaffected even if the goods are returned without the original packaging. In this case, however, AER shall be entitled to deduct any costs from the purchase price to be refunded which are caused by replacing the original packaging and these costs shall be kept to a reasonable amount.
  6. Prices, Payment Terms

    1. The price charged to the Customer shall be calculated on the basis of the official price list valid for the particular contractual territory on the day when the order is placed.
    2. Unless otherwise stated on the respective order confirmation or invoice, the invoiced amounts are due net, immediately, and without deductions. If the customer pays by direct debit, cash on delivery, or in advance, then AER can grant a cash discount on request. The cash discount shall be agreed separately.
    3. In cases of doubt, all amounts payable to AER are to be considered as exclusive of VAT which must then be paid by the Customer in addition.
  7. Arrears of Payment

    1. If the Customer is an entrepreneur (see Clause 4.2.) and if he is in arrears of payment, then AER shall be entitled, to charge default interest on the amount outstanding at a rate of 8% above the current European Central Bank base rate.
    2. If the person ordering is an end-user (consumer) (see Clause 2.1.) and if he is in arrears of payment, then AER shall be entitled, to charge interest on the amount owed at a rate of 5% above the current European Central Bank base rate.
    3. If AER can demonstrate that it has suffered greater damages as a result of the default, then it shall be entitled to enforce same.
    4. If the person ordering is in arrears, then all demands against the Customer shall become due immediately. After a corresponding reminder, AER shall be entitled to withdraw in whole or in part from the contract concerned and any other existing contracts made with the Customer.
  8. Set off, Right of Retention

    1. The Customer shall only be entitled to set amounts off against other AER claims if his counterclaims have been declared legally binding by a court or are unchallenged by AER.
    2. The Customer shall be entitled to exercise his right of retention only to the extent as his counterclaim is founded on the same contractual relationship.
  9. Retention of Title and Extended Retention of Title

    1. AER shall retain ownership of all the goods it has delivered until all its demands have been met. This retention of ownership shall extend over all deliveries even if the Customer has paid for part consignments.
    2. If the Customer is an entrepreneur, then he may sell products supplied which are still under retention of ownership through the normal sales channels. He shall not however be entitled to pledge products which are the property of AER or to assign them as collateral for any debts.
    3. All demands regarding purchase price which the Customer has as a result of the further sale of the products under retention of ownership shall be assigned to AER as security.
  10. Supplementary Performance

    1. If the goods supplied are faulty, then AER shall initially have the right of supplementary performance by way of remedy (repair) of the already-delivered goods. The remedy must be affected within a suitable time or deadline following the return of the goods in question. A reasonable deadline shall only be one which comprises at least 28 days. If, for genuine reasons, a longer deadline is considered reasonable for remedy, then the longer deadline shall apply. If the attempt to repair or remedy the product fails, then the Customer can demand that the goods be exchanged by way of a repeat delivery.
    2. The follow-up delivery must be executed within a suitable deadline after the failure of the remedy. A reasonable deadline is one which comprises at least 21 days. If, for genuine reasons, a longer deadline is considered as reasonable for a follow-up delivery, then the longer deadline shall apply. If the follow-up delivery does not come to pass within this deadline, then the Customer shall be entitled to withdraw from the contract or to reduce the purchase price.
  11. Liability and Compensation

    1. Any claims for damages other than those arising from damage to the products, e.g. those arising from an impossibility to perform or from a delay because of the infringement of a secondary obligation, or as a result of liability in tort, shall be excluded, unless the claims are based on a deliberate act or gross negligence on the part of AER or one of its authorised representatives or vicarious agents (e.g. a proxy or sub-contractor).
    2. Any claims to compensation shall be restricted to the extent of loss for typical damages foreseeable at the time of concluding the contract.
    3. Not excluded from this, however, shall be any liability regarding injury to life or limb or health resulting from a deliberate or negligent infringement of obligations on the part of AER or one of its authorised representatives or vicarious agents.
  12. Applicable Law, Place of Jurisdiction

    1. All contracts under these General Terms and Conditions and the execution of these contracts shall be governed by law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from such a contract or as the result of such a contract shall be Essen, Germany.
  13. C a n c e l l a t i o n  o f  a n  O r d e r

    1. The Right of Cancellation
      If the Customer is an end user (consumer), then he can cancel his contractual obligation within 14 days without giving any reasons via a text message (e.g. letter, fax, email) or - if the purchased object is delivered to him before the deadline - by sending the purchased item back. A consumer is any natural person who concludes a legal transaction which cannot be considered as serving a commercial purpose or a purpose for which he is self-employed.
    2. Commencement of the Deadline Period
      The deadline shall begin on receipt of these instructions in textual form, however not before the goods have been received by the recipient/addressee (in the case of several deliveries of similar goods, not before receipt of the first consignment) and also not before fulfilment of our obligation to inform pursuant to Article 246 § 2 together with § 1 Paragraphs 1 and 2 of the Introductory Ruling to the German Civil Code EGBGB and our obligations pursuant to § 312 e Paragraph 1 Sentence 1 of the German Civil Code (BGB) together with Article 246 § 3 EGBGB. The cancellation deadline is considered kept if the notice to cancel or the product is sent in time.
    3. Address for Returns

      Cancellation via the return of goods should be sent to:

      AER the acoustic people GmbH
      Bedenscheider Strasse 119b
      45527 Hattingen

      13.4. Consequences of a Cancellation:
      If the cancellation becomes effective, then any mutually-received performances (e.g. payments) must be returned concurrently, including any advantages gained therefrom (e.g. interest). If the Customer cannot return the item or performance which he has received, in total or in part, or can only do so in a worse condition, then he must compensate AER accordingly. This does not apply if, when handing back products, the deterioration in the goods is exclusively due to its having been tested for correct functioning. The Customer can avoid his obligation to compensate in this way for a deterioration in a product caused by testing for the correct use of the product by not using the product as his own property and avoiding doing anything which could reduce its value.

      Products which can be sent by parcel are sent back at the risk of AER. The Customer must bear the costs of the return if the goods supplied correspond to those ordered and if the price of the product to be sent back does not exceed 40 Euros, or if the Customer, in the case of a higher price of a product, has not yet paid for the product or has not paid a contractually-agreed part payment at the time of the cancellation. Otherwise the Customer can send the goods back free of charge. Those products which cannot be sent back as a parcel will be picked up from the Customer. Obligations to refund payments must be fulfilled within 30 days. This deadline begins for the Customer when he sends off his cancellation statement or the product, and for AER when it receives these.

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