Impressum

1. General

The following terms and conditions of APE Angewandte Physik und Elektronik GmbH (hereafter referred to as “APE”) shall apply to all quotes and contracts, for deliveries and services between APE and a purchaser (hereafter referred to as “Customer”) unless any separate agreement on a contractual modification or supplement was expressed and confirmed by APE in writing.

2. Quote and contract

Quotes from APE are valid for the duration indicated on the quote. A contract shall only be deemed concluded if the customer has ordered in writing in accordance with the offer submitted and APE accepts the order by means of a written order confirmation.

Any legal declaration of the Customer after conclusion of the contract (e.g. setting of deadline, notification of defects, reduction of the purchase price, withdrawal from the contract) must be made in writing.

Samples and catalogues are considered as non-binding material for illustration and/or test purposes, giving only an approximation of performance, properties and specification. Data contained in catalogues, brochures and folders, as well as general information in data sheets and drawings are approximate and without engagement, unless expressly stated as binding. These data are subject to change without notification.

3. Prices of the Goods & Services

Prices are valid for the duration of the offer validity or at the time of the conclusion of the contract by an order confirmation by APE. All prices are – unless otherwise agreed – ex works APE GmbH, Berlin, Germany (EXW, as defined in INCOTERMS 2020)

4. Delivery of the Goods

The delivery date refers to the dispatch date at APE Berlin, Germany, while the arriving date at the Customer depends on the time in transit with the freight forwarder and has to be added to the promised delivery date given. Partial and/or advance deliveries shall be allowed, unless the customer has stated differently at the time of contract conclusion.

If APE realizes that an agreed delivery date cannot be adhered to, APE shall without undue delay inform the Customer accordingly and indicate the expected duration of the delay. Any claims due to delay shall be excluded. APE reserves the right to postpone deliveries in the case of force majeure for the duration of the obstruction plus a reasonable period of supplementary performance. Should a delivery have become impossible by an act beyond control of APE, APE reserves the right to partially or completely rescind the contract.

The Customer is obligated to perform a defect investigation in the course of goods reception. Any damage to the packaging of goods or the goods contained at the time of reception must be documented and reported to the freight forwarder and APE immediately.

APE shall not remunerate for or accept the return of packaging material unless otherwise agreed in writing.

5. Terms of payment

All invoices are to be paid under the contractual agreed term of payment starting with the date of dispatch at APE. If taxation is mandatory, the VAT will be added to the total amount on the invoice as legally stipulated. The date on which payment is received determines whether payment was on time. Detention of payments or balancing of payments against claims against APE is not allowed, unless agreed on by APE. Should the Customer fail to comply within the term of payment, he will automatically be in default of payment.

If, without prejudice to any other right or remedy available to APE, the Customer fails to make payment by due date, APE is entitled to charge the Customer interest on an unpaid amount. Should there be reasons to doubt the solvency or credit standing of the Customer, APE reserves the right to demand securities or prepayment for any outstanding delivery or declare immediate maturity of all outstanding claims.

6. Retention of Title

With a delivery the property of the goods shall not pass to the Customer until full payment was made.
Goods shall remain the property of APE until each and every claim that APE has against the Customer on account of the business connection has been fulfilled.

7. Warranty

The warranty period for the delivered goods is 12 months from the date of dispatch unless any separate contractual agreement was made.

The Customer shall examine the delivered goods immediately upon receipt. Claims will only be accepted if APE is informed immediately – but no later than 14 days after delivery – upon detection of any fault.

If any valid warranty claim of faulty goods is made, APE is obliged to either replace the goods free of charge or repair it, the choice being at the sole discretion of APE.

The warranty does not cover defects or damage to the goods resulting from improper installation or maintenance, improper use or negligence of the customer. The warranty expires if the customer makes changes to the subject matter without prior written consent of APE. Furthermore, APE does not warrant third-party products that have not been purchased by APE but are required for the purpose of fulfilling the contract (for example, providing a laser by the customer).

Additionally the following warranty conditions related to optical components shall be valid:

The customer is obliged to check the correct functioning of the optical components (e.g. lenses, mirrors, crystals etc.) by commissioning the goods within 30 days of receipt. APE shall be informed without delay of any warranty claims. Any additional warranty claims relating to the optical components cannot be claimed after this period.

All repair covered by this warranty must be done by and at APE, unless APE specifically directs that this service be performed at another location.

In order to assert warranty claims, the goods must be returned in their original packaging.

The costs for shipping and insurance are to be borne by the customer for sending the goods to APE. APE will cover the costs (DAP – Incoterms 2010) for shipping back the goods to the customer after warranty repair.

8. Intellectual Property Rights

APE reserves all rights, titles and interests in and to all inventions, patents, ideas, processes, methods, know-how, skills and techniques embodied in the goods, services and materials provided by APE to the Customer.

9. Confidentiality

Unless APE’s prior written consent, the customer may not exploit, use or copy documents, materials or other items furnished (offers, prices, quotes, plans, sketches, images, calculations, details of production and lead time, product and Service descriptions and specifications, prototypes/samples, models and other physical and/or electronic documents, information and materials) by APE, or make them available to third parties for the duration of the contract and a further period of three years.

10. Liability Clause

APE contracts are governed exclusively by German Warranty and Product Liability laws. The application of any law other than the Product Liability Law of the Federal Republic of Germany is expressively excluded.

11. Applicable Law and Place.

Place of jurisdiction shall be Berlin, Germany. This Agreement shall be governed by the laws of Germany.

The English terms and conditions are for information only. In case of discrepancies the German Terms and Conditions apply.

12. Miscellaneous Clauses

Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressively excluded. Please note that some of our goods might require exportation license under German law. In case of non-granting of an export authorization by the German authorities, APE reserves the right to withdraw from the contract.

13. Salomonic Clause

Should one of the clauses above or part of one of the clauses above be legally invalid, validity of the other clauses of these General Terms remains unaffected.